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

Without Consent of Holders of the Notes. (a) Notwithstanding Section 9.02, the Company, 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 Holder of a Note: (1) to cure any ambiguity, omission, defect or inconsistency, as evidenced in an Officers’ Certificate; (2) to provide for the assumption of the obligations of the Company or any Guarantor pursuant to Article Five; (3) to add to, change or eliminate any of the provisions of this Indenture; provided that any such addition, change or elimination shall become effective only after there are no such Notes entitled to the benefit of such provision outstanding; (4) to evidence the acceptance or appointment by a separate Trustee or successor Trustee with respect to the Notes; (5) to reflect the addition or release of any Guarantor from its Guarantee of the Notes, in the manner provided in this Indenture; (6) to comply with any requirement of the Commission in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act; (7) to provide for uncertificated Notes in addition to certificated Notes; (8) to mortgage, pledge, hypothecate or grant a security interest in favor of the Trustee for the benefit of the Holders of the Notes as security for the payment and performance of the Company’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 or for the benefit of the Trustee pursuant to this Indenture or otherwise; (9) to comply with the rules of any applicable Depositary; (10) to conform the text of this Indenture, the Notes or the Guarantees to any provision of the “Description of Notes” section in the Offering Memorandum to the extent that such provision of the “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Notes or the Guarantees as evidenced in an Officers’ Certificate; or (11) to make any change that would provide any additional benefit to the Holders of the Notes or that does not adversely affect the rights of any Holder in any material respect. (b) Upon the request of the Company, and upon receipt by the Trustee of the documents described in Section 12.04 and Section 9.06, the Trustee shall join with the Company and each Guarantor in the execution of any amended or supplemental Indenture authorized or permitted under this Section 9.01 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.

Without Consent of Holders of the Notes. (a) Notwithstanding Section 9.02Without the consent of any holder, the CompanyIssuer, the Guarantors, any other obligor under the Notes Guarantors and the Trustee may modifyamend the Indenture, supplement or amend this Indenture or the Security Documents (in relation to a Technical Amendment only) and any Intercreditor Agreement (in so far as it relates to the Notes), and the Notes without the consent of any Holder of a Noteto: (1) to cure any ambiguity, omission, mistake, defect or inconsistency, as evidenced in an Officers’ Certificate; (2) to provide for the assumption by a successor corporation or limited liability company of all of the Issuer’s obligations under this Indenture in the case of merger, amalgamation or consolidation or sale of all or substantially all of the Company or any Guarantor pursuant to Article FiveIssuer’s assets; (3) to add to, change provide for the assumption by a successor corporation or eliminate any limited liability company of all of the provisions obligations of any Guarantor under this Indenture; provided that Indenture and the Guarantees in the case of merger, amalgamation or consolidation or sale of all or substantially all of any such addition, change or elimination shall become effective only after there are no such Notes entitled to the benefit of such provision outstandingGuarantor’s assets; (4) provide for uncertificated Notes in addition to evidence or in place of certificated Notes (provided that the acceptance or appointment by a separate Trustee or successor Trustee uncertificated Notes are issued in registered form for purposes of Section 163(f) of the U.S. Internal Revenue Code); (5) add Guarantees with respect to the Notes; (56) to reflect secure the addition Notes, the Guarantees or release of any Guarantor from its other Guarantee of the Notes, in the manner provided in this Indenture; (6) to comply with any requirement of the Commission in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act; (7) add to provide for uncertificated Notes in addition to certificated Notes; (8) to mortgage, pledge, hypothecate or grant a security interest in favor the covenants of the Trustee Issuer or its Restricted Subsidiaries for the benefit of the Holders of the Notes as security for the payment and performance of the Company’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 or for the benefit of the Trustee pursuant to this Indenture or otherwise; (9) to comply with the rules of any applicable Depositary; (10) to conform the text of this Indenture, the Notes or the Guarantees to any provision of the “Description of Notes” section in the Offering Memorandum to the extent that such provision of the “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Notes or the Guarantees as evidenced in an Officers’ Certificate; or (11) to make any change that would provide any additional benefit to the Holders holders of the Notes or surrender any right or power conferred upon the Issuer or its Restricted Subsidiaries; (8) make any change that does not adversely affect the rights of any Holder in any material respect.holder of the Notes; (b9) conform the text of this Indenture or the Notes to any provision of the “Description of the notes” included in the Registration Statement 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 any of the foregoing, as set forth in the Officers’ Certificate; (10) provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture and to make such changes as may be required to the Notes to accommodate and implement such issuance of Additional Notes; (11) enter into, amend or supplement any intercreditor agreement with the holder, and/or any agent in respect thereof, of any other Indebtedness permitted to be incurred under this Indenture; provided that no such intercreditor agreement shall provide that the Notes are subordinated to any such Indebtedness or subject to any payment blockage or enforcement standstill or that any Lien securing the Notes ranks behind any Lien securing such Indebtedness; (12) evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee pursuant to the requirement thereof; or (13) to the extent provided for under Section 4.23; provided that, in each case, such amendment, supplement, modification, extension, renewal, restatement or replacement does not violate such covenant. Upon the request of the CompanyIssuer, accompanied by a Board Resolution authorizing the execution of any such amended or supplemental indenture or other documents, as applicable, and upon receipt by the Trustee of the documents described in Section 12.04 and Section 9.069.5, the Trustee shall join with the Company Issuer and each Guarantor the Guarantors in the execution of any amended or supplemental Indenture indenture or other documents, as applicable, authorized or permitted under by the terms of this Section 9.01 Indenture and to make any further appropriate agreements and stipulations that which may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental Indenture that indenture or other documents, as applicable, which adversely affects its own rights, duties or immunities hereunder, thereunder or otherwise. If and so long as the Notes are listed on the Luxembourg Stock Exchange and the rules of such stock exchange so require, the Issuer shall inform the Luxembourg Stock Exchange of any of the foregoing amendments, supplements or waivers. The 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. After an amendment under this Indenture becomes effective, the Issuer is required to mail to the holders of the Notes a notice briefly describing such amendment and shall provide a copy of such amendment to the Luxembourg Stock Exchange. However, the failure to give such notice to all the holders, or otherwiseany defect in the notice, will not impair or affect the validity of the amendment.

Without Consent of Holders of the Notes. (a) Notwithstanding Section 9.029.02 of this Indenture, the Company, 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 Holder of a NoteNotes the Company and the Trustee may amend or supplement this Indenture, the Notes or the Subsidiary Guarantees: (1a) to cure any ambiguity, omission, defect or inconsistency, as evidenced in an Officers’ Certificate; (2b) to provide for uncertificated Notes in addition to or in place of certificated Notes; (c) to provide for the assumption of the Company's or a Guarantor's obligations to the Holders of Notes in the Company case of a merger, or any Guarantor consolidation pursuant to Article Five5 or Article 11 hereof, as applicable; (3d) to add to, make any change that would provide any additional rights or eliminate any benefits to the Holders of Notes or that does not adversely affect the provisions legal rights hereunder of this Indenture; provided that any such addition, change or elimination shall become effective only after there are no such Notes entitled to the benefit of such provision outstanding;Holder; or (4) to evidence the acceptance or appointment by a separate Trustee or successor Trustee with respect to the Notes; (5) to reflect the addition or release of any Guarantor from its Guarantee of the Notes, in the manner provided in this Indenture; (6e) to comply with any requirement requirements of the Commission in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act; (7) to provide for uncertificated Notes in addition to certificated Notes; (8) to mortgage, pledge, hypothecate or grant a security interest in favor of the Trustee for the benefit of the Holders of the Notes as security for the payment and performance of the Company’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 or for the benefit of the Trustee pursuant to this Indenture or otherwise; (9) to comply with the rules of any applicable Depositary; (10) to conform the text of this Indenture, the Notes or the Guarantees to any provision of the “Description of Notes” section in the Offering Memorandum to the extent that such provision of the “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Notes or the Guarantees as evidenced in an Officers’ CertificateTIA; or (11f) to make allow any change that would provide any additional benefit Restricted Subsidiary to Guarantee the Holders of the Notes or that does not adversely affect the rights of any Holder in any material respect. (b) Notes. Upon the written request of the CompanyCompany accompanied by a resolution of its Board of Directors 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 12.04 and Section 9.069.06 hereof, the Trustee shall join with the Company and each Guarantor or the Guarantors in the execution of any amended or supplemental Indenture indenture authorized or permitted under by the terms of this Section 9.01 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 indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of the Notes. (a) Notwithstanding Section 9.029.2 of this Indenture, the Company, 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 Holder Holders of a Noteeither Series of Notes, the Issuer, the Guarantors and the Trustee, at any time and from time to time, may enter into one or more supplemental indentures to this Indenture and any of the Notes for any of the following purposes: (1) to cure evidence the succession of another Person to the Company and the assumption by any ambiguitysuch successor of the covenants of the Company in this Indenture, omission, defect or inconsistency, as evidenced in an Officers’ Certificateany Note Guarantee and the Notes; (2) to provide for add to the assumption of the obligations covenants of the Company for the benefit of the Holders, or to surrender any Guarantor pursuant to Article Fiveright or power herein conferred upon the Issuer; (3) to add to, change or eliminate any additional Events of the provisions of this Indenture; provided that any such addition, change or elimination shall become effective only after there are no such Notes entitled to the benefit of such provision outstandingDefault; (4) to evidence provide for uncertificated Notes of either Series in addition to or in place of the acceptance or appointment by a separate Trustee or successor Trustee with respect to the Notescertificated Notes of such Series; (5) to reflect evidence and provide for the addition or release acceptance of any Guarantor from its Guarantee of the Notes, in the manner provided in appointment under this IndentureIndenture by a successor Trustee; (6) to comply provide for or confirm the issuance of Additional Notes in accordance with the terms of this Indenture; (7) to add a Guarantor or to release a Guarantor in accordance with this Indenture; (8) to cure any requirement ambiguity, defect, omission, mistake or inconsistency; (9) to make any other provisions with respect to matters or questions arising under this Indenture, provided that such actions pursuant to this clause (9) shall not adversely affect the interests of the Commission Holders of either Series of Notes in order any material respect, as determined in good faith by the Board of Directors of the Company; (10) to conform the text of this Indenture or the Notes to any provision of the “Description of Notes” in the Offering Memorandum to the extent that the Trustee has received an Officers’ Certificate stating that such text constitutes an unintended conflict with the description of the corresponding provision in the “Description of Notes”; or (11) to effect or maintain the qualification of this Indenture under the Trust Indenture Act; (7) to provide for uncertificated Notes in addition to certificated Notes; (8) to mortgage, pledge, hypothecate or grant a security interest in favor of the Trustee for the benefit of the Holders of the Notes as security for the payment and performance of the Company’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 or for the benefit of the Trustee pursuant to this Indenture or otherwise; (9) to comply with the rules of any applicable Depositary; (10) to conform the text of this Indenture, the Notes or the Guarantees to any provision of the “Description of Notes” section in the Offering Memorandum to the extent that such provision of the “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Notes or the Guarantees as evidenced in an Officers’ Certificate; or (11) to make any change that would provide any additional benefit to the Holders of the Notes or that does not adversely affect the rights of any Holder in any material respectTIA. (b) Upon the request of the Company, and upon receipt by the Trustee of the documents described in Section 12.04 and Section 9.06, the Trustee shall join with the Company and each Guarantor in the execution of any amended or supplemental Indenture authorized or permitted under this Section 9.01 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.

Without Consent of Holders of the Notes. (a) Notwithstanding Section 9.029.02 hereof, the CompanyIssuer, the Guarantors, any other obligor under as applicable, the Notes Trustee and the Trustee Collateral Trustee, as applicable, may modifyamend or supplement this Indenture, supplement or amend this Indenture the Notes, the Noteholder Collateral Platform Guarantees or the Notes Security Documents without the consent of any Holder of a NoteHolder: (1a) to cure any ambiguity, omissiondefect, defect error or inconsistency, as evidenced in an Officers’ Certificate; (2) to provide for the assumption of the obligations of the Company or any Guarantor pursuant to Article Five; (3) to add to, change or eliminate any of the provisions of this Indenture; provided that any such addition, change or elimination shall become effective only after there are no such Notes entitled to the benefit of such provision outstanding; (4) to evidence the acceptance or appointment by a separate Trustee or successor Trustee with respect to the Notes; (5) to reflect the addition or release of any Guarantor from its Guarantee of the Notes, in the manner provided in this Indenture; (6) to comply with any requirement of the Commission in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act; (7b) to provide for uncertificated Notes in addition to or in place of certificated Notes; (8) c) to mortgage, pledge, hypothecate or grant evidence the assumption by a security interest in favor Successor Person of the Trustee for the benefit covenants and obligations of the Holders of Issuer or any Guarantor under this Indenture and the Notes as security for then outstanding or the payment and performance of the Company’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 or for the benefit of the Trustee pursuant to this Indenture or otherwiseNoteholder Collateral Platform Guarantees; (9d) 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; (e) to add guarantees or security with respect to the Notes; (f) to evidence and provide for the acceptance of appointment by a successor Trustee; (g) to comply with the rules of any applicable Depositary; (10h) to conform the text of this IndentureIndenture or the Notes, the Notes Noteholder Collateral Platform Guarantees or the Guarantees Security Documents to any provision of the “Description of Notes” section in Section of the Offering Memorandum Memorandum, to the extent that such provision of the “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Notes Notes, the Noteholder Collateral Platform Guarantees or the Guarantees as evidenced in an Officers’ CertificateSecurity Documents was intended to conform to the text of such “Description of Notes” section; or (11i) to make any change that would provide any additional benefit to for the Holders issuance of the Additional Notes or that does not adversely affect the rights of any Holder in any material respect. (b) accordance with this Indenture. Upon the request of the CompanyIssuer 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 12.04 and Section 9.0614.02 hereof, the Trustee shall join with the Company Issuer and each Guarantor the Guarantors, as applicable, in the execution of any amended or supplemental Indenture indenture authorized or permitted under by the terms of this Section 9.01 Indenture and to shall 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 indenture that affects its own rights, duties duties, liabilities or immunities under this Indenture or otherwise.

Without Consent of Holders of the Notes. (a) Notwithstanding Section 9.029.02 of this Indenture, the Company, 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 Holder of a NoteNotes, the Company and the Trustee may amend or supplement this Indenture or the Notes: (1i) to cure any ambiguity, omission, defect or inconsistencyinconsistency which, as in the good faith opinion of the Board of Directors of the Company evidenced in an Officers’ Certificateby a Board Resolution, exists; (2) to provide for the assumption of the obligations of the Company or any Guarantor pursuant to Article Five; (3) to add to, change or eliminate any of the provisions of this Indenture; provided that any such addition, change or elimination shall become effective only after there are no such Notes entitled to the benefit of such provision outstanding; (4) to evidence the acceptance or appointment by a separate Trustee or successor Trustee with respect to the Notes; (5) to reflect the addition or release of any Guarantor from its Guarantee of the Notes, in the manner provided in this Indenture; (6) to comply with any requirement of the Commission in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act; (7ii) to provide for uncertificated Notes in addition to or in place of certificated Notes; (8) to mortgage, pledge, hypothecate or grant a security interest in favor of the Trustee for the benefit of the Holders of the Notes as security for the payment and performance of the Company’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 or for the benefit of the Trustee pursuant to this Indenture or otherwise; (9iii) to comply with the rules of any applicable DepositaryArticle 5 hereof; (10) to conform the text of this Indenture, the Notes or the Guarantees to any provision of the “Description of Notes” section in the Offering Memorandum to the extent that such provision of the “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Notes or the Guarantees as evidenced in an Officers’ Certificate; or (11iv) to make any change that would provide any additional benefit rights or benefits to the Holders of the Notes or that does not adversely affect the rights of any Holder in any material respect.Notes; (bv) to execute and deliver any documents necessary or appropriate to release Liens on any Collateral as permitted by Section 10.03 or 10.04(b) hereof; (vi) to comply with requirements of the Commission in connection with the qualification of this Indenture under the TIA; or (vii) to substitute a new Trustee pursuant to Sections 7.08 or 7.09. Upon the written request of the CompanyCompany accompanied by resolutions of the Board of Directors or other governing body 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 12.04 and Section 9.069.06 hereof, the Trustee shall join with the Company and each Guarantor in the execution of any amended or supplemental Indenture indenture authorized or permitted under by the terms of this Section 9.01 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 indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of the Notes. (a) Notwithstanding Section 9.029.2, the Company, 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 Holder Holders, the Issuer, the Subsidiary Guarantors and the Trustee, at any time and from time to time, may amend or supplement this Indenture, the Subsidiary Guarantees or the Notes issued hereunder for any of a Notethe following purposes: (1) to cure evidence the succession of another Person to the Issuer or a Subsidiary Guarantor under this Indenture, Notes or the applicable Subsidiary Guarantee, and the assumption by any ambiguitysuch successor of the covenants of the Issuer or such Subsidiary Guarantor under this Indenture, omission, defect or inconsistency, as evidenced Notes and in an Officers’ Certificatesuch Subsidiary Guarantee in accordance with Section 5.1; (2) to provide add to the covenants of the Issuer or any Subsidiary Guarantor for the assumption benefit of the obligations Holders of the Company Notes or to surrender any right or power conferred upon the Issuer or any Guarantor pursuant to Article FiveSubsidiary Guarantor, as applicable, in this Indenture, in the Notes or in any Subsidiary Guarantee; (3) to add tocure any ambiguity, change or eliminate to correct or supplement any of provision in this Indenture or in any supplemental indenture, the provisions of Notes or any Subsidiary Guarantee which may be defective or inconsistent with any other provision in this Indenture; provided that , the Notes or any such addition, change or elimination shall become effective only after there are no such Notes entitled to the benefit of such provision outstandingSubsidiary Guarantee; (4) to evidence make any change that would provide any additional rights or benefits to the acceptance or appointment by a separate Trustee or successor Trustee with respect to Holders of the Notes; (5) to reflect make any other provisions with respect to matters or questions arising under this Indenture, the addition Notes or release of any Guarantor from its Guarantee Subsidiary Guarantee; provided that, in each case, such provisions shall not adversely affect the interest of the Notes, Holders of the Notes in the manner provided in this Indentureany material respect; (6) to comply with any requirement the requirements of the Commission SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture ActAct of 1939 (15 U.S. Code §§ 77aaa-77bbbb), as amended; (7) to add a Subsidiary Guarantor under this Indenture or otherwise provide for uncertificated Notes in addition to certificated a Guarantee of the Notes; (8) to evidence and provide the acceptance of the appointment of a successor Trustee under this Indenture; (9) 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 CompanyIssuer’s and any Subsidiary Guarantor’s obligations under this Indenture, in any property 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 pursuant to this Indenture or otherwise; (910) to provide for the issuance of Additional Notes under this Indenture in accordance with the terms and subject to the limitations set forth in this Indenture; (11) to comply with the rules of any applicable Depositary;; or (1012) to conform the text of this Indenture, the Notes or the Subsidiary Guarantees to any provision of the “Description of Notesnotes” section in of the Offering Memorandum to the extent that such provision of the “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Notes or the Guarantees as evidenced certified in an Officers’ Certificate; or (11) to make any change that would provide any additional benefit Officer’s Certificate delivered to the Trustee. After an amendment under this Indenture becomes effective, the Issuer shall deliver to Holders of the Notes a notice briefly describing such amendment. However, the failure to give such notice to all Holders, or that does any defect therein, will not adversely impair or affect the rights of any Holder in any material respect. (b) Upon the request validity of the Company, and upon receipt by the Trustee of the documents described in Section 12.04 and Section 9.06, the Trustee shall join with the Company and each Guarantor in the execution of any amended or supplemental Indenture authorized or permitted under this Section 9.01 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 otherwiseamendment.

Without Consent of Holders of the Notes. (a) Notwithstanding Section 9.029.2 of this Indenture, the Company, 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 Holder Holders, the Issuers, the Guarantors and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental to this Indenture and the Guarantees for any of a Notethe following purposes: (1) to cure evidence the succession of another Person to the Company and the assumption by any ambiguitysuch successor of the covenants of the Company in this Indenture, omission, defect or inconsistency, as evidenced the Guarantees and in an Officers’ Certificatethe Notes; (2) to provide for add to the assumption of the obligations covenants of the Company for the benefit of the Holders, or to surrender any Guarantor pursuant to Article Fiveright or power herein conferred upon the Issuers; (3) to add to, change or eliminate any additional Events of the provisions of this Indenture; provided that any such addition, change or elimination shall become effective only after there are no such Notes entitled to the benefit of such provision outstandingDefault; (4) to evidence the acceptance or appointment by a separate Trustee or successor Trustee with respect to the Notes; (5) to reflect the addition or release of any Guarantor from its Guarantee of the Notes, in the manner provided in this Indenture; (6) to comply with any requirement of the Commission in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act; (7) to provide for uncertificated Notes in addition to or in place of the certificated Notes; (5) to evidence and provide for the acceptance of appointment under this Indenture by a successor Trustee; (6) to provide for or confirm the issuance of Additional Notes in accordance with the terms of this Indenture; (7) to add a Guarantor or to release a Guarantor in accordance with this Indenture; (8) to mortgagecure any ambiguity, pledgedefect, hypothecate omission, mistake or grant a security interest in favor of the Trustee for the benefit of the Holders of the Notes as security for the payment and performance of the Company’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 or for the benefit of the Trustee pursuant to this Indenture or otherwiseinconsistency; (9) to comply make any other provisions with respect to matters or questions arising under this Indenture, provided that such actions pursuant to this clause shall not adversely affect the rules interests of the Holders in any applicable Depositarymaterial respect, as determined in good faith by the Board of Directors of the Company; (10) to conform the text of this Indenture, Indenture or the Notes or the Guarantees to any provision of the “Description of Senior Notes” section in the Offering Memorandum to the extent that the Trustee has received an Officers’ Certificate stating that such text constitutes an unintended conflict with the description of the corresponding provision of in the “Description of Senior Notes” was intended ”; (11) [reserved]; (12) [reserved]; (13) [reserved]; (14) to be a verbatim recitation comply with the rules of a provision any applicable securities depositary; (15) to make any amendment to the provisions of this IndentureSection 2.6, including, without limitations, to facilitate the issuance and administration of the Notes; provided, however, that compliance with Section 2.6 so amended would not result in Notes being transferred in violation of the Securities Act or the Guarantees as evidenced in an Officers’ Certificateany applicable securities law; (16) [reserved]; or (1117) to make any change that would provide any additional benefit to the Holders of the Notes or this Indenture that does not adversely affect the rights of any Holder in any material respect. (b) Upon the request of the Company, and upon receipt Holders as determined by the Trustee of the documents described Company as set forth in Section 12.04 and Section 9.06, the Trustee shall join with the Company and each Guarantor in the execution of any amended or supplemental Indenture authorized or permitted under this Section 9.01 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 otherwisean Officers’ Certificate.

Without Consent of Holders of the Notes. (a) Notwithstanding Section 9.02Without the consent of any Holders, the Company, the Guarantors, any other obligor under the Notes Trustee and the Trustee Collateral Agent, at any time and from time to time, may modify, supplement enter into one or amend more indentures supplemental to this Indenture and the Note Guarantees or amendments or supplements to the Notes without Security Documents for any of the consent of any Holder of a Notefollowing purposes: (1) to cure evidence the succession of another Person to the Company and the assumption by any ambiguitysuch successor of the covenants of the Company in this Indenture, omission, defect or inconsistency, as evidenced in an Officers’ Certificatethe Note Guarantees and the Notes; (2) to provide for add to the assumption of the obligations covenants of the Company for the benefit of the Holders, or to surrender any Guarantor pursuant to Article Fiveright or power herein conferred upon the Company; (3) to add to, change or eliminate any additional Events of the provisions of this Indenture; provided that any such addition, change or elimination shall become effective only after there are no such Notes entitled to the benefit of such provision outstandingDefault; (4) to evidence provide for uncertificated Notes in addition to or in place of the acceptance or appointment by a separate Trustee or successor Trustee with respect to the certificated Notes; (5) to reflect evidence and provide for the addition or release acceptance of any Guarantor from its Guarantee of the Notes, in the manner provided in appointment under this IndentureIndenture by a successor Trustee; (6) to comply add a Guarantor or to release a Guarantor in accordance with this Indenture; (7) to cure any requirement ambiguity, defect, omission, mistake or inconsistency; (8) to conform the text of this Indenture, the Notes, the Guarantees or Security Documents to any provision of the Commission “Description of Notes” in order the Offering Memorandum to the extent that that such provision was intended to be a verbatim recitation of the corresponding provision in the “Description of Notes”; (9) to effect or maintain the qualification of this Indenture under the Trust Indenture Act; (710) to provide for uncertificated Notes in addition to certificated Notes; (8) to mortgage, pledge, hypothecate or grant a security interest in favor of the Trustee for the benefit of the Holders of the Notes add additional collateral as security for the payment and performance of the Company’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 or for the benefit of the Trustee pursuant to this Indenture or otherwise; (9) to comply with the rules of any applicable Depositary; (10) to conform the text of this Indenture, the Notes or the Guarantees to any provision of the “Description of Notes” section in the Offering Memorandum to the extent that such provision of the “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Notes or the Guarantees as evidenced in an Officers’ Certificate; orNote Guarantees; (11) to make any change that would provide any additional benefit to evidence the Holders release and subordination of Liens in favor of the Notes Collateral Agent in the Collateral as provided under Section 13.3, 13.7(k), or that does not adversely affect otherwise in accordance with the rights terms of any Holder in any material respect.this Indenture and the Security Documents; or (b12) Upon to provide for or confirm the request issuance of the Company, and upon receipt by the Trustee of the documents described Additional Notes in Section 12.04 and Section 9.06, the Trustee shall join accordance with the Company and each Guarantor in the execution terms of any amended or supplemental Indenture authorized or permitted under this Section 9.01 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 otherwiseIndenture.

Without Consent of Holders of the Notes. (a) Notwithstanding Section 9.029.2, without the consent of any Holders, the Company, the Guarantors, any other obligor under the Notes Subsidiary Guarantors and the Trustee Trustee, at any time and from time to time, may modifyamend or supplement this Indenture, supplement or amend this Indenture the Subsidiary Guarantees or the Notes without issued hereunder for any of the consent of any Holder of a Notefollowing purposes: (1) to cure evidence the succession of another Person to the Company or a Subsidiary Guarantor under this Indenture, Notes or the applicable Subsidiary Guarantee, and the assumption by any ambiguitysuch successor of the covenants of the Company or such Subsidiary Guarantor under this Indenture, omission, defect or inconsistency, as evidenced Notes and in an Officers’ Certificatesuch Subsidiary Guarantee in accordance with Section 5.1; (2) to provide for add to the assumption of the obligations covenants of the Company or any Subsidiary Guarantor pursuant for the benefit of the Holders of the Notes or to Article Fivesurrender any right or power conferred upon the Company or any Subsidiary Guarantor, as applicable, in this Indenture, in the Notes or in any Subsidiary Guarantee; (3) to add tocure any ambiguity, change or eliminate to correct or supplement any of provision in this Indenture or in any supplemental indenture, the provisions of Notes or any Subsidiary Guarantee which may be defective or inconsistent with any other provision in this Indenture; provided that , the Notes or any such addition, change or elimination shall become effective only after there are no such Notes entitled to the benefit of such provision outstandingSubsidiary Guarantee; (4) to evidence make any change that would provide any additional rights or benefits to the acceptance or appointment by a separate Trustee or successor Trustee with respect to Holders of the Notes; (5) to reflect make any other provisions with respect to matters or questions arising under this Indenture, the addition Notes or release of any Guarantor from its Guarantee Subsidiary Guarantee; provided that, in each case, such provisions shall not adversely affect the interest of the Notes, Holders of the Notes in the manner provided in this Indentureany material respect; (6) to comply with any requirement the requirements of the Commission SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture ActAct of 1939 (15 U.S. Code §§ 77aaa-77bbbb), as amended; (7) to add a Subsidiary Guarantor under this Indenture or otherwise provide for uncertificated Notes in addition to certificated a Guarantee of the Notes; (8) to evidence and provide the acceptance of the appointment of a successor Trustee under this Indenture; (9) 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 and any Subsidiary Guarantor’s obligations under this Indenture, in any property 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 pursuant to this Indenture or otherwise; (910) to provide for the issuance of Additional Notes under this Indenture in accordance with the terms and subject to the limitations set forth in this Indenture; (11) to comply with the rules of any applicable Depositary;; or (1012) to conform the text of this Indenture, the Notes or the Subsidiary Guarantees to any provision of the “Description of Notesnotes” section in of the Offering Memorandum to the extent that such provision of the “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Notes or the Guarantees as evidenced certified in an Officers’ Certificate; or (11) to make any change that would provide any additional benefit Certificate delivered to the Trustee. After an amendment under this Indenture becomes effective, the Company shall deliver to Holders of the Notes a notice briefly describing such amendment. However, the failure to give such notice to all Holders, or that does any defect therein, will not adversely impair or affect the rights of any Holder in any material respect. (b) Upon the request validity of the Company, and upon receipt by the Trustee of the documents described in Section 12.04 and Section 9.06, the Trustee shall join with the Company and each Guarantor in the execution of any amended or supplemental Indenture authorized or permitted under this Section 9.01 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 otherwiseamendment.

Without Consent of Holders of the Notes. (a) Notwithstanding Section 9.029.2 of this Indenture, the CompanyIssuer, the Guarantors, any other obligor under the Notes Guarantors and the Trustee may modifyTrustee, supplement or amend this Indenture or the Notes at any time and from time to time, may, without the consent of any Holder Holders, enter into one or more indentures supplemental to this Indenture and the Guarantees for any of a Notethe following purposes: (1) to cure evidence the succession of another Person to the Company and the assumption by any ambiguitysuch successor of the covenants of the Company in this Indenture, omission, defect or inconsistency, as evidenced in an Officers’ Certificatethe Guarantees and the Notes; (2) to provide for add to the assumption of the obligations covenants of the Company for the benefit of the Holders, or to surrender any Guarantor pursuant to Article Fiveright or power herein conferred upon the Issuer; (3) to add to, change or eliminate any additional Events of the provisions of this Indenture; provided that any such addition, change or elimination shall become effective only after there are no such Notes entitled to the benefit of such provision outstandingDefault; (4) to evidence provide for Global Notes in addition to or in place of the acceptance or appointment by a separate Trustee or successor Trustee with respect to the definitive Notes; (5) to reflect evidence and provide for the addition or release acceptance of any Guarantor from its Guarantee of the Notes, in the manner provided in appointment under this IndentureIndenture by a successor Trustee; (6) to comply provide for or confirm the issuance of Additional Notes in accordance with the terms of this Indenture; (7) to add a Guarantor or to release a Guarantor in accordance with this Indenture; (8) to cure any requirement ambiguity, defect, omission, mistake or inconsistency; (9) to make any other provisions with respect to matters or questions arising under this Indenture, provided that such actions pursuant to this clause (9) shall not adversely affect the interests of the Commission Holders in order any material respect, as determined in good faith by the Board of Directors of the Company; (10) to conform the text of this Indenture or the Notes to any provision of the “Description of Notes” in the Offering Memorandum to the extent that the Trustee has received an Officers’ Certificate stating that such text constitutes an unintended conflict with the description of the corresponding provision in the “Description of Notes”; or (11) to effect or maintain the qualification of this Indenture under the Trust Indenture Act; (7) to provide for uncertificated Notes in addition to certificated Notes; (8) to mortgage, pledge, hypothecate or grant a security interest in favor of the Trustee for the benefit of the Holders of the Notes as security for the payment and performance of the Company’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 or for the benefit of the Trustee pursuant to this Indenture or otherwise; (9) to comply with the rules of any applicable Depositary; (10) to conform the text of this Indenture, the Notes or the Guarantees to any provision of the “Description of Notes” section in the Offering Memorandum to the extent that such provision of the “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Notes or the Guarantees as evidenced in an Officers’ Certificate; or (11) to make any change that would provide any additional benefit to the Holders of the Notes or that does not adversely affect the rights of any Holder in any material respectTIA. (b) Upon the request of the Company, and upon receipt by the Trustee of the documents described in Section 12.04 and Section 9.06, the Trustee shall join with the Company and each Guarantor in the execution of any amended or supplemental Indenture authorized or permitted under this Section 9.01 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.

Without Consent of Holders of the Notes. (a) Notwithstanding Section 9.02Without the consent of any Holders, the Company, the Guarantors, any other obligor under the Notes Guarantors and the Trustee Trustee, at any time and from time to time, may modify, supplement enter into one or amend more indentures supplemental to this Indenture or and the Notes without Note Guarantees for any of the consent of any Holder of a Notefollowing purposes: (1) to cure evidence the succession of another Person to the Company and the assumption by any ambiguitysuch successor of the covenants of the Company in this Indenture, omission, defect or inconsistency, as evidenced in an Officers’ Certificatethe Note Guarantees and the Notes; (2) to provide for add to the assumption of the obligations covenants of the Company for the benefit of the Holders, or to surrender any Guarantor pursuant to Article Fiveright or power herein conferred upon the Company; (3) to add to, change or eliminate any additional Events of the provisions of this Indenture; provided that any such addition, change or elimination shall become effective only after there are no such Notes entitled to the benefit of such provision outstandingDefault; (4) to evidence provide for uncertificated Notes in addition to or in place of the acceptance or appointment by a separate Trustee or successor Trustee with respect to the certificated Notes; (5) to reflect evidence and provide for the addition or release acceptance of any Guarantor from its Guarantee of the Notes, in the manner provided in appointment under this IndentureIndenture by a successor Trustee; (6) to comply add a Guarantor or to release a Guarantor in accordance with this Indenture; (7) to cure any requirement ambiguity, defect, omission, mistake or inconsistency; (8) to conform the text of this Indenture or the Notes to any provision of the Commission “Description of Notes” in order the Offering Memorandum to the extent that that such provision was indented to be a verbatim recitation of the corresponding provision in the “Description of Notes”; (9) to effect or maintain the qualification of this Indenture under the Trust Indenture Act; (7) to provide for uncertificated Notes in addition to certificated Notes; (8) to mortgage, pledge, hypothecate or grant a security interest in favor of the Trustee for the benefit of the Holders of the Notes as security for the payment and performance of the Company’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 or for the benefit of the Trustee pursuant to this Indenture or otherwise; (9) to comply with the rules of any applicable Depositary;; or (10) to conform the text of this Indenture, add security to the Notes or the Guarantees to any provision of the “Description of Notes” section in the Offering Memorandum to the extent that such provision of the “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Notes or the Guarantees as evidenced in an Officers’ Certificate; or (11) to make any change that would provide any additional benefit to the Holders of the Notes or that does not adversely affect the rights of any Holder in any material respectNote Guarantees. (b) Upon the request of the Company, and upon receipt by the Trustee of the documents described in Section 12.04 and Section 9.06, the Trustee shall join with the Company and each Guarantor in the execution of any amended or supplemental Indenture authorized or permitted under this Section 9.01 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.

Without Consent of Holders of the Notes. (a) Notwithstanding Section 9.029.02 hereof, the CompanyIssuer, the Guarantors, any other obligor under as applicable, the Notes Trustee and the Trustee Collateral Trustee, as applicable, may modifyamend or supplement this Indenture, supplement or amend this Indenture the Notes, the Noteholder Collateral Platform Guarantees or the Notes Security Documents without the consent of any Holder of a NoteHolder: (1a) to cure any ambiguity, omissiondefect, defect error or inconsistency, as evidenced in an Officers’ Certificate; (2) to provide for the assumption of the obligations of the Company or any Guarantor pursuant to Article Five; (3) to add to, change or eliminate any of the provisions of this Indenture; provided that any such addition, change or elimination shall become effective only after there are no such Notes entitled to the benefit of such provision outstanding; (4) to evidence the acceptance or appointment by a separate Trustee or successor Trustee with respect to the Notes; (5) to reflect the addition or release of any Guarantor from its Guarantee of the Notes, in the manner provided in this Indenture; (6) to comply with any requirement of the Commission in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act; (7b) to provide for uncertificated Notes in addition to or in place of certificated Notes; (8) c) to mortgage, pledge, hypothecate or grant evidence the assumption by a security interest in favor Successor Person of the Trustee for the benefit covenants and obliga- tions of the Holders of Issuer or any Guarantor under this Indenture and the Notes as security for then outstanding or the payment and performance of the Company’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 or for the benefit of the Trustee pursuant to this Indenture or otherwiseNoteholder Collateral Platform Guarantees; (9d) 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; (e) to add guarantees or security with respect to the Notes; (f) to evidence and provide for the acceptance of appointment by a successor Trus- tee; (g) to comply with the rules of any applicable Depositary; (10h) to conform the text of this IndentureIndenture or the Notes, the Notes Noteholder Collateral Plat- form Guarantees or the Guarantees Security Documents to any provision of the “Description of Notes” section in Sec- tion of the Offering Memorandum Memorandum, to the extent that such provision of the “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Notes Notes, the Noteholder Collateral Platform Guarantees or the Guarantees as evidenced in an Officers’ CertificateSecurity Documents was intended to conform to the text of such “Description of Notes” section; or (11i) to make any change that would provide any additional benefit to for the Holders issuance of the Additional Notes or that does not adversely affect the rights of any Holder in any material respect. (b) accordance with this Indenture. Upon the request of the CompanyIssuer 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 12.04 and Section 9.0614.02 hereof, the Trustee shall join with the Company Issuer and each Guarantor the Guarantors, as applicable, in the execution of any amended or supplemental Indenture indenture authorized or permitted under by the terms of this Section 9.01 Indenture and to shall 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 in- denture that affects its own rights, duties duties, liabilities or immunities under this Indenture or otherwise.

Without Consent of Holders of the Notes. (a) Notwithstanding Section 9.029.2 hereof, the CompanyIssuer, the Subsidiary Guarantors, any other obligor under the Notes and the Trustee together may modify, amend or supplement or amend this Indenture or the Notes without the consent of any Holder holder of a NoteNote to: (1) to cure any ambiguity, omission, defect or inconsistency, as evidenced in an Officers’ Certificate; (2) to provide for the assumption by a successor corporation or limited company of all of the Issuer’s obligations under this Indenture in the case of amalgamation, merger or consolidation or sale of all or substantially all of the Company or any Guarantor pursuant to Article FiveIssuer’s assets; (3) to add to, change provide for the assumption by a successor corporation or eliminate any limited liability company of all of the provisions obligations of any Subsidiary Guarantor under this Indenture; provided that any such addition, change or elimination shall become effective only after there are no such Notes entitled to Indenture and the benefit of such provision outstandingSubsidiary Guarantees; (4) provide for uncertificated Notes in addition to evidence the acceptance or appointment by a separate Trustee or successor Trustee in place of certificated Notes; (5) add Guarantees with respect to the Notes; (56) to reflect secure the addition Notes, the Subsidiary Guarantees or release of any Guarantor from its other Guarantee of the Notes, in the manner provided in this Indenture; (6) to comply with any requirement of the Commission in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act; (7) add to provide for uncertificated Notes in addition to certificated Notes; (8) to mortgage, pledge, hypothecate or grant a security interest in favor the covenants of the Trustee Issuer or its Restricted Subsidiaries for the benefit of the Holders holders of the Notes as security for or surrender any right or power conferred upon the payment Issuer and performance of the Company’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 or for the benefit of the Trustee pursuant to this Indenture or otherwise; (9) to comply with the rules of any applicable Depositary; (10) to conform the text of this Indenture, the Notes or the Guarantees to any provision of the “Description of Notes” section in the Offering Memorandum to the extent that such provision of the “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Notes or the Guarantees as evidenced in an Officers’ Certificateits Restricted Subsidiaries; or (11) to 8) make any change that would provide any additional benefit to the Holders of the Notes or that does not adversely affect the rights of any Holder in any material respect. (b) holder of the Notes. Upon the request of the CompanyIssuer, 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 in Section 12.04 and Section 9.069.5, the Trustee shall join with the Company Issuer and each Guarantor the Subsidiary Guarantors in the execution of any amended or supplemental Indenture indenture authorized or permitted under by the terms of this Section 9.01 Indenture and to make any further appropriate agreements and stipulations that which may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental Indenture that indenture which adversely affects its own rights, duties or immunities hereunder or otherwise. If and so long as the Notes are listed on the Luxembourg Stock Exchange and the rules of such exchange so require, the Issuer will inform the Luxembourg Stock Exchange of any of the foregoing amendments, supplements and waivers and provide, if necessary, a supplement to the Offering Memorandum setting forth reasonable details in connection with any such amendments, supplements or waivers. The consent of the holders of the Notes 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 otherwisewaiver under this Indenture by any holder of Notes given in connection with a tender of such holder’s Notes will not be rendered invalid by such tender.

Without Consent of Holders of the Notes. (a) Notwithstanding Section 9.029.02 of this Indenture, the Company, 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 Holder of a NoteNotes, the Company, the Guarantor and the Trustee may amend or supplement this Indenture, the Notes or the Note Guarantee: (1a) to cure any ambiguity, omission, defect or inconsistency, as evidenced in an Officers’ Certificate; (2b) to provide for uncertificated Notes in addition to or in place of certificated Notes; (c) to provide for the assumption of the Company's or the Guarantor's obligations to the Holders of the Company Notes in the case of a merger or any Guarantor pursuant to Article Fiveconsolidation; (3d) to add to, make any change that would provide any additional rights or eliminate any benefits to the Holders of the provisions Notes or that does not adversely affect the legal rights hereunder of this Indenture; provided that any such addition, change or elimination shall become effective only after there are no such Notes entitled to the benefit Holder of such provision outstanding; (4) to evidence the acceptance or appointment by a separate Trustee or successor Trustee with respect to the Notes; (5) to reflect the addition or release of any Guarantor from its Guarantee of the Notes, in the manner provided in this Indenture; (6e) to comply with any requirement requirements of the Commission in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act; (7) to provide for uncertificated Notes in addition to certificated Notes; (8) to mortgage, pledge, hypothecate or grant a security interest in favor of the Trustee for the benefit of the Holders of the Notes as security for the payment and performance of the Company’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 or for the benefit of the Trustee pursuant to this Indenture or otherwise; (9) to comply with the rules of any applicable Depositary; (10) to conform the text of this Indenture, the Notes or the Guarantees to any provision of the “Description of Notes” section in the Offering Memorandum to the extent that such provision of the “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Notes or the Guarantees as evidenced in an Officers’ CertificateTIA; or (11f) to make allow any change that would provide any additional benefit Subsidiary to Guarantee the Holders of the Notes or that does not adversely affect the rights of any Holder in any material respect. (b) Notes. Upon the written request of the CompanyCompany accompanied by a resolution of its Board of Directors 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 12.04 and Section 9.069.06 hereof, the Trustee shall join with the Company and each the Guarantor in the execution of any amended or supplemental Indenture indenture authorized or permitted under by the terms of this Section 9.01 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 indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of the Notes. (a) Notwithstanding Section 9.029.2, without the consent of any Holders, the Company, the Guarantors, any other obligor under the Notes Subsidiary Guarantors and the Trustee Trustee, at any time and from time to time, may modifyamend or supplement this Indenture, supplement or amend this Indenture the Subsidiary Guarantees or the Notes without issued hereunder for any of the consent of any Holder of a Notefollowing purposes: (1) to cure evidence the succession of another Person to the Company or a Subsidiary Guarantor under this Indenture, the Notes or the applicable Subsidiary Guarantee, and the assumption by any ambiguitysuch successor of the covenants of the Company or such Subsidiary Guarantor under this Indenture, omission, defect or inconsistency, as evidenced the Notes and such Subsidiary Guarantee in an Officers’ Certificateaccordance with Section 5.1; (2) to provide for add to the assumption of the obligations covenants of the Company or any Subsidiary Guarantor pursuant for the benefit of the Holders of the Notes or to Article Fivesurrender any right or power conferred upon the Company or any Subsidiary Guarantor, as applicable, in this Indenture, in the Notes or in any Subsidiary Guarantee; (3) to add tocure any ambiguity, change or eliminate to correct or supplement any of provision in this Indenture or in any supplemental indenture, the provisions of Notes or any Subsidiary Guarantee which may be defective or inconsistent with any other provision in this Indenture; provided that , the Notes or any such addition, change or elimination shall become effective only after there are no such Notes entitled to the benefit of such provision outstandingSubsidiary Guarantee; (4) to evidence make any change that would provide any additional rights or benefits to the acceptance or appointment by a separate Trustee or successor Trustee with respect to Holders of the Notes; (5) to reflect make any other provisions with respect to matters or questions arising under this Indenture, the addition Notes or release of any Guarantor from its Guarantee Subsidiary Guarantee; provided that, in each case, such provisions shall not adversely affect the interest of the Notes, Holders of the Notes in the manner provided in this Indentureany material respect; (6) to comply with any requirement the requirements of the Commission SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture ActAct of 1939 (15 U.S. Code §§ 77aaa-77bbbb), as amended; (7) to add a Guarantor under this Indenture or otherwise provide for uncertificated Notes in addition to certificated a Guarantee of the Notes; (8) to evidence and provide the acceptance of the appointment of a successor Trustee under this Indenture; (9) 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 and any Subsidiary Guarantor’s obligations under this Indenture, in any property 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 pursuant to this Indenture or otherwise; (910) to provide for the issuance of Additional Notes under this Indenture in accordance with the terms and subject to the limitations set forth in this Indenture; (11) to comply with the rules of any applicable Depositary;; or (1012) to conform the text of this Indenture, the Notes or the Subsidiary Guarantees to any provision of the “Description of Notesnotes” section in of the Offering Memorandum to the extent that such provision of the “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Notes or the Guarantees as evidenced confirmed in an Officers’ Certificate; or (11) to make any change that would provide any additional benefit Certificate delivered to the Trustee. After an amendment under this Indenture becomes effective, the Company shall deliver to Holders of the Notes a notice briefly describing such amendment. However, the failure to give such notice to all Holders, or that does any defect therein, will not adversely impair or affect the rights of any Holder in any material respect. (b) Upon the request validity of the Company, and upon receipt by the Trustee of the documents described in Section 12.04 and Section 9.06, the Trustee shall join with the Company and each Guarantor in the execution of any amended or supplemental Indenture authorized or permitted under this Section 9.01 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 otherwiseamendment.

Without Consent of Holders of the Notes. (a) Notwithstanding Section 9.02SECTION 9.2 of this Indenture, the Company, 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 Holder Holders, the Issuer, the Guarantors and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental to this Indenture for any of a Notethe following purposes: (1) to cure evidence the succession of another Person to the Company and the assumption by any ambiguitysuch Successor Entity of the covenants of the Company in this Indenture, omission, defect or inconsistency, as evidenced in an Officers’ Certificatethe Note Guarantees and the Notes; (2) to provide for add to the assumption of the obligations covenants of the Company for the benefit of the Holders, or to surrender any Guarantor pursuant to Article Fiveright or power herein conferred upon the Issuer; (3) to add to, change or eliminate any additional Events of the provisions of this Indenture; provided that any such addition, change or elimination shall become effective only after there are no such Notes entitled to the benefit of such provision outstandingDefault; (4) to evidence the acceptance or appointment by a separate Trustee or successor Trustee with respect to the Notes; (5) to reflect the addition or release of any Guarantor from its Guarantee of the Notes, in the manner provided in this Indenture; (6) to comply with any requirement of the Commission in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act; (7) to provide for uncertificated Notes in addition to or in place of the certificated Notes; (5) to evidence and provide for the acceptance of appointment under this Indenture by a successor Trustee; (6) to provide for or confirm the issuance of Additional Notes in accordance with the terms of this Indenture; (7) to add a Guarantor or to release a Guarantor in accordance with the terms of this Indenture; (8) to mortgagecure any ambiguity, pledgedefect, hypothecate omission, mistake or grant a security interest in favor of the Trustee for the benefit of the Holders of the Notes as security for the payment and performance of the Company’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 or for the benefit of the Trustee pursuant to this Indenture or otherwiseinconsistency; (9) to comply make any other provisions with respect to matters or questions arising under this Indenture; provided that such actions pursuant to this clause (9) shall not adversely affect the rules interests of the Holders in any applicable Depositarymaterial respect, as determined in good faith by the Board of Directors of the Company; (10) to conform the text of this Indenture, Indenture or the Notes or the Guarantees to any provision of the “Description of Notes” section in the Offering Memorandum to the extent that the Trustee has received an Officer’s Certificate stating that such text constitutes an unintended conflict with the description of the corresponding provision of in the “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Notes or the Guarantees as evidenced in an Officers’ Certificate; or”; (11) to make any change that would provide any additional benefit to effect or maintain the Holders qualification of the Notes or that does not adversely affect Indenture under the rights of any Holder in any material respectTIA. (b12) Upon to secure the request Notes; or (13) to provide for the issuance of exchange securities which shall have terms substantially identical in all respects to the Company, and upon receipt by Notes (except that the Trustee of the documents described in Section 12.04 and Section 9.06, the Trustee shall join with the Company and each Guarantor transfer restrictions contained in the execution Notes shall be modified or eliminated as appropriate) and which shall be treated, together with any outstanding Notes, as a single class of any amended or supplemental Indenture authorized or permitted under this Section 9.01 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 otherwisesecurities.

Without Consent of Holders of the Notes. (aSubject to Section 5.3(b) Notwithstanding of the Intercreditor Agreement and notwithstanding Section 9.029.2 of this Indenture, the Company, 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 Holder Holders, the Issuer, the Guarantors, the Trustee and the Collateral Agent, at any time and from time to time, may enter into one or more indentures supplemental to this Indenture, the Guarantees and the Security Documents for any of a Notethe following purposes: (1) to cure evidence the succession of another Person to the Company or any ambiguityGuarantor and the assumption by any such successor of the covenants of the Company or such Guarantor in this Indenture, omissionthe Guarantees, defect or inconsistency, as evidenced in an Officers’ Certificatethe Security Documents and the Notes; (2) to provide for add to the assumption of the obligations covenants of the Company for the benefit of the Holders, or to surrender any Guarantor pursuant to Article Fiveright or power herein conferred upon the Issuer; (3) to add to, change or eliminate any additional Events of the provisions of this Indenture; provided that any such addition, change or elimination shall become effective only after there are no such Notes entitled to the benefit of such provision outstandingDefault; (4) to evidence the acceptance or appointment by a separate Trustee or successor Trustee with respect to the Notes; (5) to reflect the addition or release of any Guarantor from its Guarantee of the Notes, in the manner provided in this Indenture; (6) to comply with any requirement of the Commission in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act; (7) to provide for uncertificated Notes in addition to certificated or in place of the Certificated Notes; (5) to evidence and provide for the acceptance of appointment under this Indenture and the Security Documents by a successor Trustee or Collateral Agent; (6) to provide for or confirm the issuance of Additional Notes in accordance with the terms of this Indenture; (7) to add to the Collateral securing the Notes, to add a Guarantor or to release a Guarantor in accordance with this Indenture; (8) to cure any ambiguity, defect, omission, mistake or inconsistency; (9) to make any other provisions with respect to matters or questions arising under this Indenture; provided that such actions pursuant to this clause shall not adversely affect the interests of the Holders in any material respect, as determined in good faith by the Board of Directors of the Company; (10) to conform the text of this Indenture, the Security Documents or the Notes to any provision of the “Description of Notes” in the Offering Memorandum to the extent that the Trustee has received an Officers’ Certificate stating that such text constitutes an unintended conflict with the description of the corresponding provision in the “Description of Notes”; (11) to mortgage, pledge, hypothecate or grant a security interest any other Lien in favor of the Trustee Collateral Agent for the benefit of the Trustee on behalf of the Holders of the Notes Notes, as additional security for the payment and performance of all or any portion of the Company’s and any Guarantor’s obligations under this IndentureSecured Obligations, in any property or assets, including any of which are required to be mortgaged, pledged or hypothecated, or in which a security interest Lien is required to be granted to or for the benefit of the Trustee or the Collateral Agent pursuant to this Indenture Indenture, any of the Security Documents or otherwise; (912) to comply with release Collateral from the rules of any applicable Depositary; (10) to conform the text Lien of this Indenture, Indenture and the Notes Security Documents when permitted or required by the Guarantees to any provision of the “Description of Notes” section in the Offering Memorandum to the extent that such provision of the “Description of Notes” was intended to be a verbatim recitation of a provision of Security Documents or this Indenture, the Notes or the Guarantees as evidenced in an Officers’ Certificate; or (1113) to make secure any change that would provide any additional benefit Permitted Additional Pari Passu Obligations under the Security Documents and to subject the same to the Holders terms of the Notes or that does not adversely affect the rights of any Holder in any material respectIntercreditor Agreement. (b) Upon the request of the Company, and upon receipt by the Trustee of the documents described in Section 12.04 and Section 9.06, the Trustee shall join with the Company and each Guarantor in the execution of any amended or supplemental Indenture authorized or permitted under this Section 9.01 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.

Without Consent of Holders of the Notes. (a) Notwithstanding Section 9.029.2 of this Indenture, the Company, 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 Holder Holders, the Issuer, the Guarantors (except that any existing Guarantors need not execute a supplemental indenture entered into pursuant to clause (g) below) and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental to this Indenture and any Note Guarantees, or amend or supplement the Escrow Agreement for any of a Notethe following purposes: (1a) to evidence the succession of another Person to the Issuer or any Guarantor and the assumption by any such successor of the covenants of the Issuer or Guarantor in this Indenture, any Note Guarantees and the Notes; (b) to add to the covenants of the Issuer or the Guarantors for the benefit of the Holders, to surrender any right or power herein conferred upon the Issuer or the Guarantors, or to secure the Notes; (c) to add additional Events of Default; (d) to provide for uncertificated Notes in addition to or in place of Certificated Notes; (e) to evidence and provide for the acceptance of appointment under this Indenture by a successor Trustee; (f) to provide for or confirm the issuance of Additional Notes in accordance with the terms of this Indenture; (g) to add a Guarantor or to release a Guarantor in accordance with this Indenture, or to modify this Indenture in connection with the addition of any Guarantor and Note Guarantee; (h) to cure any ambiguity, defect, omission, defect mistake or inconsistency, as evidenced in an Officers’ Certificate; (2i) to provide for make any other provisions with respect to matters or questions arising under this Indenture, provided that such actions pursuant to this clause (9) shall not adversely affect the assumption interests of the obligations Holders in any material respect, as determined in good faith by the Board of Directors of the Company or any Guarantor pursuant to Article FiveIssuer; (3j) to add to, change or eliminate any of conform the provisions text of this Indenture; provided that , the Escrow Agreement or the Notes to any such addition, change or elimination shall become effective only after there are no such Notes entitled provision of the “Description of Notes” in the Offering Memorandum to the benefit extent that the Trustee has received an Officer’s Certificate stating that such text constitutes an unintended conflict with the description of such the corresponding provision outstanding;in the “Description of Notes”; or (4k) to evidence the acceptance or appointment by a separate Trustee or successor Trustee with respect to the Notes; (5) to reflect the addition or release of any Guarantor from its Guarantee of the Notes, in the manner provided in this Indenture; (6) to comply with any requirement of the Commission in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act; (7) to provide for uncertificated Notes in addition to certificated Notes; (8) to mortgage, pledge, hypothecate or grant a security interest in favor of the Trustee for the benefit of the Holders of the Notes as security for the payment and performance of the Company’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 or for the benefit of the Trustee pursuant to this Indenture or otherwise; (9) to comply with the rules of any applicable Depositary; (10) to conform the text of this Indenture, the Notes or the Guarantees to any provision of the “Description of Notes” section in the Offering Memorandum to the extent that such provision of the “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Notes or the Guarantees as evidenced in an Officers’ Certificate; or (11) to make any change that would provide any additional benefit to the Holders of the Notes or that does not adversely affect the rights of any Holder in any material respectTIA. (b) Upon the request of the Company, and upon receipt by the Trustee of the documents described in Section 12.04 and Section 9.06, the Trustee shall join with the Company and each Guarantor in the execution of any amended or supplemental Indenture authorized or permitted under this Section 9.01 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.

Without Consent of Holders of the Notes. (a) Notwithstanding Section 9.029.2 of this Indenture, the Company, 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 Holder Holders, the Issuer (on behalf of a Noteitself and the Guarantors) and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental to this Indenture, the Notes, the Guarantees and the Security Documents for any of the following purposes: (1) to cure evidence the succession of another Person to the Issuer or Parent and the assumption by any ambiguitysuch successor of the covenants of Parent or the Issuer in this Indenture, omissionthe Guarantees, defect or inconsistency, as evidenced in an Officers’ Certificatethe Security Documents and the Notes; (2) to provide add to the covenants of the Issuer or Parent for the assumption benefit of the obligations of Holders, or to surrender any right or power herein conferred upon the Company Issuer or any Guarantor pursuant to Article FiveParent; (3) to add to, change or eliminate any additional Events of the provisions of this Indenture; provided that any such addition, change or elimination shall become effective only after there are no such Notes entitled to the benefit of such provision outstandingDefault; (4) to evidence the acceptance or appointment by a separate Trustee or successor Trustee with respect to the Notes; (5) to reflect the addition or release of any Guarantor from its Guarantee of the Notes, in the manner provided in this Indenture; (6) to comply with any requirement of the Commission in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act; (7) to provide for uncertificated Notes in addition to or in place of the certificated Notes; (5) to evidence and provide for the acceptance of appointment under this Indenture by a successor Trustee or Collateral Agent; (6) to provide for or confirm the issuance of Additional Notes in accordance with the terms of this Indenture; (7) to add to the Collateral securing the Notes, to add a Guarantor or to release a Guarantor in accordance with this Indenture; (8) to cure any ambiguity, defect, omission, mistake or inconsistency in this Indenture, the Notes, the Guarantees or the Security Documents; (9) to make any other provisions with respect to matters or questions arising under this Indenture, provided that such actions pursuant to this clause shall not adversely affect the interests of the Holders in any material respect, as determined in good faith by the Board of Directors of Parent; (10) to conform the text of this Indenture, the Notes, the Guarantees or the Security Documents to any provision of the “Description of Notes” in the Offering Memorandum to the extent that the Trustee has received an Officer’s Certificate stating that such text constitutes an unintended conflict with the description of the corresponding provision in the “Description of Notes”; (11) to mortgage, pledge, hypothecate or grant a security interest any other Lien in favor of the Trustee Collateral Agent for the benefit of the Trustee on behalf of the Holders of the Notes Notes, as additional security for the payment and performance of all or any portion of the Company’s and any Guarantor’s obligations Obligations under this IndentureIndenture and the Notes, in any property or assets, including any of which are required to be mortgaged, pledged or hypothecated, or in which a security interest Lien is required to be granted to or for the benefit of the Trustee or the Collateral Agent pursuant to this Indenture Indenture, any of the Security Documents or otherwise; (912) 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, the ABL Intercreditor Agreement, the Pari Passu Lien Intercreditor Agreement or this Indenture; (13) to secure any Additional Secured Obligations under the Security Documents and to appropriately include the same in the ABL Intercreditor Agreement and the Pari Passu Lien Intercreditor Agreement; (14) to comply with the rules of any applicable Depositarysecurities depositary; (1015) to conform make any amendment to the text provisions of this IndentureIndenture relating to the transfer and legending of Notes, including, without limitations, to facilitate the Notes or the Guarantees to any provision issuance and administration of the “Description Notes; provided, however, that compliance with this Indenture as so amended would not result in Notes being transferred in violation of Notes” section in the Offering Memorandum Securities Act or any applicable securities law; (16) to provide for the succession of any parties to the extent Security Documents (and other amendments that such provision 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 “Description of Notes” was intended to be a verbatim recitation of a provision of any agreement that is not prohibited by this Indenture, the Notes or the Guarantees as evidenced in an Officers’ Certificate; or (1117) to make any change that would provide any additional benefit to the Holders of the Notes or this Indenture that does not adversely affect the rights of any Holder the holders in any material respect. (b) Upon respect as determined by the Issuer as set forth in an Officer’s Certificate. Without the consent of any Holders, the Trustee shall, at the request of the CompanyIssuer, and upon receipt by the Trustee of the documents described in Section 12.04 and Section 9.06, the Trustee shall join with the Company and each Guarantor in the execution of any amended or supplemental Indenture authorized or permitted under this Section 9.01 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 otherwisethe Pari Passu Lien Intercreditor Agreement.

Without Consent of Holders of the Notes. (a) Notwithstanding Section 9.029.2 of this Indenture, the Company, 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 Holder Holders, the Issuer (on behalf of a Noteitself and the Guarantors) and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental to this Indenture, the Notes, the Guarantees and the Security Documents for any of the following purposes: (1) to cure evidence the succession of another Person to the Issuer and the assumption by any ambiguitysuch successor of the covenants of the Issuer in this Indenture, omissionthe Guarantees, defect or inconsistency, as evidenced in an Officers’ Certificatethe Security Documents and the Notes; (2) to provide add to the covenants of the Issuer for the assumption benefit of the obligations of Holders, or to surrender any right or power herein conferred upon the Company or any Guarantor pursuant to Article FiveIssuer; (3) to add to, change or eliminate any additional Events of the provisions of this Indenture; provided that any such addition, change or elimination shall become effective only after there are no such Notes entitled to the benefit of such provision outstandingDefault; (4) to evidence the acceptance or appointment by a separate Trustee or successor Trustee with respect to the Notes; (5) to reflect the addition or release of any Guarantor from its Guarantee of the Notes, in the manner provided in this Indenture; (6) to comply with any requirement of the Commission in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act; (7) to provide for uncertificated Notes in addition to or in place of the certificated Notes; (5) to evidence and provide for the acceptance of appointment under this Indenture by a successor Trustee or Collateral Agent; (6) to provide for or confirm the issuance of Additional Notes in accordance with the terms of this Indenture; (7) to add to the Collateral securing the Notes, to add a Guarantor or to release a Guarantor in accordance with this Indenture; (8) to cure any ambiguity, defect, omission, mistake or inconsistency in this Indenture, the Notes, the Guarantees or the Security Documents; (9) to make any other provisions with respect to matters or questions arising under this Indenture, provided that such actions pursuant to this clause shall not adversely affect the interests of the Holders in any material respect, as determined in good faith by the Board of Directors of the Issuer; (10) to conform the text of this Indenture, the Notes, the Guarantees or the Security Documents to any provision of the “Description of Notes” in the Offering Memorandum to the extent that the Trustee has received an Officer’s Certificate stating that such text constitutes an unintended conflict with the description of the corresponding provision in the “Description of Notes”; (11) to mortgage, pledge, hypothecate or grant a security interest any other Lien in favor of the Trustee Collateral Agent for the benefit of itself and the Trustee on behalf of the Holders of the Notes (and Permitted Additional Notes Obligations), as additional security for the payment and performance of all or any portion of the Company’s Note Obligations (and any Guarantor’s obligations Permitted Additional Obligations) under this IndentureIndenture and the Notes (and Permitted Additional Notes Obligations), in any property or assets, including any of which are required to be mortgaged, pledged or hypothecated, or in which a security interest Lien is required to be granted to or for the benefit of the Trustee or the Collateral Agent pursuant to this Indenture Indenture, any of the Security Documents or otherwise; (912) 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, the ABL Intercreditor Agreement or this Indenture; (13) to secure any Additional Secured Obligations under the Security Documents and to appropriately include the same in the ABL Intercreditor Agreement; (14) to comply with the rules of any applicable Depositarysecurities depositary; (1015) to conform make any amendment to the text provisions of this IndentureIndenture relating to the transfer and legending of Notes, including, without limitations, to facilitate the Notes or the Guarantees to any provision issuance and administration of the “Description Notes; provided, however, that compliance with this Indenture as so amended would not result in Notes being transferred in violation of Notes” section in the Offering Memorandum Securities Act or any applicable securities law; (16) to provide for the succession of any parties to the extent Security Documents (and other amendments that such provision 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 “Description of Notes” was intended to be a verbatim recitation of a provision of any agreement that is not prohibited by this Indenture, the Notes or the Guarantees as evidenced in an Officers’ Certificate; or (1117) to make any change that would provide any additional benefit to the Holders of the Notes or this Indenture that does not adversely affect the rights of any Holder the holders in any material respect. (b) Upon the request of the Company, and upon receipt respect as determined by the Trustee of the documents described Issuer as set forth in Section 12.04 and Section 9.06, the Trustee shall join with the Company and each Guarantor in the execution of any amended or supplemental Indenture authorized or permitted under this Section 9.01 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 otherwisean Officer’s Certificate.

Without Consent of Holders of the Notes. (a) Notwithstanding Section 9.029.2, without the consent of any Holders, the Company, the Guarantors, any other obligor under the Notes Subsidiary Guarantors and the Trustee Trustee, at any time and from time to time, may modifyamend or supplement this Indenture, supplement or amend this Indenture the Subsidiary Guarantees or the Notes without issued hereunder for any of the consent of any Holder of a Notefollowing purposes: (1) to cure evidence the succession of another Person to the Company or a Subsidiary Guarantor under this Indenture, the Notes or the applicable Subsidiary Guarantee, and the assumption by any ambiguitysuch successor of the covenants of the Company or such Subsidiary Guarantor under this Indenture, omission, defect or inconsistency, as evidenced the Notes and such Subsidiary Guarantee in an Officers’ Certificateaccordance with Section 5.1; (2) to provide for add to the assumption of the obligations covenants of the Company or any Subsidiary Guarantor pursuant for the benefit of the Holders of the Notes or to Article Fivesurrender any right or power conferred upon the Company or any Subsidiary Guarantor, as applicable, in this Indenture, in the Notes or in any Subsidiary Guarantee; (3) to add tocure any ambiguity, change or eliminate to correct or supplement any of provision in this Indenture or in any supplemental indenture, the provisions of Notes or any Subsidiary Guarantee which may be defective or inconsistent with any other provision in this Indenture; provided that , the Notes or any such addition, change or elimination shall become effective only after there are no such Notes entitled to the benefit of such provision outstandingSubsidiary Guarantee as evidenced by an Officer’s Certificate; (4) to evidence make any change that would provide any additional rights or benefits to the acceptance or appointment by a separate Trustee or successor Trustee with respect to Holders of the Notes; (5) to reflect make any other provisions with respect to matters or questions arising under this Indenture, the addition Notes or release of any Guarantor from its Guarantee Subsidiary Guarantee; provided that, in each case, such provisions shall not adversely affect the interest of the Notes, Holders of the Notes in the manner provided in this Indentureany material respect; (6) to comply with any requirement the requirements of the Commission SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture ActAct of 1939 (15 U.S. Code §§ 77aaa-77bbbb), as amended; (7) to add a Guarantor under this Indenture or otherwise provide for uncertificated Notes in addition to certificated a Guarantee of the Notes; (8) to evidence and provide the acceptance of the appointment of a successor Trustee under this Indenture; (9) 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 and any Subsidiary Guarantor’s obligations under this Indenture, in any property 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 pursuant to this Indenture or otherwise; (910) to provide for the issuance of Additional Notes under this Indenture in accordance with the terms and subject to the limitations set forth in this Indenture; (11) to comply with the rules of any applicable Depositary;; or (1012) to conform the text of this Indenture, the Notes or the Subsidiary Guarantees to any provision of the “Description of Notesnotes” section in of the Offering Memorandum to the extent that such provision of the “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Notes or the Guarantees as evidenced confirmed in an Officers’ Certificate; or (11) to make any change that would provide any additional benefit Officer’s Certificate delivered to the Trustee. After an amendment under this Indenture becomes effective, the Company shall deliver to Holders of the Notes a notice briefly describing such amendment. However, the failure to give such notice to all Holders, or that does any defect therein, will not adversely impair or affect the rights of any Holder in any material respect. (b) Upon the request validity of the Company, and upon receipt by the Trustee of the documents described in Section 12.04 and Section 9.06, the Trustee shall join with the Company and each Guarantor in the execution of any amended or supplemental Indenture authorized or permitted under this Section 9.01 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 otherwiseamendment.

Without Consent of Holders of the Notes. (a) Notwithstanding Section 9.029.2, the Company, 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 Holder Holders, the Issuer, the Subsidiary Guarantors and the Trustee, at any time and from time to time, may amend or supplement this Indenture, the Subsidiary Guarantees or the Notes issued hereunder for any of a Notethe following purposes: (1) to cure evidence the succession of another Person to the Issuer or a Subsidiary Guarantor under this Indenture, the Notes or the applicable Subsidiary Guarantee, and the assumption by any ambiguitysuch successor of the covenants of the Issuer or such Subsidiary Guarantor under this Indenture, omission, defect or inconsistency, as evidenced the Notes and such Subsidiary Guarantee in an Officers’ Certificateaccordance with Section 5.1; (2) to provide add to the covenants of the Issuer or any Subsidiary Guarantor for the assumption benefit of the obligations Holders of the Company Notes or to surrender any right or power conferred upon the Issuer or any Guarantor pursuant to Article FiveSubsidiary Guarantor, as applicable, in this Indenture, in the Notes or in any Subsidiary Guarantee; (3) to add tocure any ambiguity, change or eliminate to correct or supplement any of provision in this Indenture or in any supplemental indenture, the provisions of Notes or any Subsidiary Guarantee which may be defective or inconsistent with any other provision in this Indenture; provided that , the Notes or any such addition, change or elimination shall become effective only after there are no such Notes entitled to Subsidiary Guarantee (as determined in good faith by the benefit of such provision outstandingIssuer); (4) to evidence the acceptance make any change that would provide any additional rights or appointment by a separate Trustee or successor Trustee with respect benefits to the NotesHolders of the Notes (as determined in good faith by the Issuer); (5) to reflect make any other provisions with respect to matters or questions arising under this Indenture, the addition Notes or release of any Guarantor from its Guarantee Subsidiary Guarantee; provided that, in each case, such provisions shall not adversely affect the interest of the Notes, Holders of the Notes in any material respect (as determined in good faith by the manner provided in this IndentureIssuer); (6) to comply with any requirement the requirements of the Commission SEC in order to effect connection with qualifying, or maintain maintaining the qualification of this of, the Indenture under the Trust Indenture ActTIA; (7) to add a Subsidiary Guarantor under this Indenture or otherwise provide for uncertificated a Subsidiary Guarantee of the Notes in addition or to certificated Notesconfirm and evidence the release of a Subsidiary Guarantor from its Subsidiary Guarantee pursuant to the terms of this Indenture; (8) to evidence and provide the acceptance of the appointment of a successor Trustee under this Indenture; (9) to mortgage, pledge, hypothecate or grant a security interest in favor of the Trustee for the benefit of the Holders of the Notes as security for the payment and performance of the CompanyIssuer’s and any Subsidiary Guarantor’s obligations under this Indenture, in any property 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 pursuant to this Indenture or otherwise; (910) to provide for the issuance of Additional Notes under this Indenture in accordance with the terms, and subject to the limitations set forth in, this Indenture; (11) to comply with the rules of any applicable Depositary;; or (1012) to conform the text of this Indenture, the Notes or the Subsidiary Guarantees to any provision of the “Description of Notesnotes” section in of the Offering Memorandum to the extent that such provision of the “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Notes or the Guarantees as evidenced confirmed in an Officers’ Certificate; or (11) to make any change that would provide any additional benefit Officer’s Certificate delivered to the Trustee. After an amendment under this Indenture becomes effective, the Issuer shall deliver to Holders of the Notes a notice briefly describing such amendment. However, the failure to give such notice to all Holders, or that does any defect therein, will not adversely impair or affect the rights of any Holder in any material respect. (b) Upon the request validity of the Company, and upon receipt by the Trustee of the documents described in Section 12.04 and Section 9.06, the Trustee shall join with the Company and each Guarantor in the execution of any amended or supplemental Indenture authorized or permitted under this Section 9.01 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 otherwiseamendment.

Without Consent of Holders of the Notes. (a) Notwithstanding Section 9.025.2, the Company, the Guarantors, any other obligor under the Notes Subsidiary Guarantors and the Trustee may modifyamend, supplement or amend this with respect to the Notes, the Indenture or the Notes without the notice to or consent of any Holder of a NoteHolder: (1) to cure any ambiguity, omission, defect or inconsistency, as evidenced in an Officers’ Certificate; (2) to provide for evidence the succession of another Person to the Company or any Subsidiary Guarantor and the assumption by any such Person of the obligations of the Company or any Guarantor pursuant to such Subsidiary Guarantor, in each case, in accordance with the provisions of Article FiveTen of the Base Indenture; (3) to add to, change or eliminate any additional Events of the provisions of this Indenture; provided that any such addition, change or elimination shall become effective only after there are no such Notes entitled to the benefit of such provision outstandingDefault; (4) to evidence the acceptance or appointment by a separate Trustee or successor Trustee with respect add to the Notescovenants of the Company or any Subsidiary Guarantor for the benefit of the Holders of all the Notes or to surrender any right or power herein conferred upon the Company; (5) to reflect add one or more guarantees for the addition or benefit of Holders of the Notes; (6) to evidence the release of any Subsidiary Guarantor from its Guarantee of the Notes, Notes in accordance with Article Thirteen of the manner provided in Base Indenture (as amended and supplemented by this Supplemental Indenture); (67) to add collateral security with respect to the Notes or any Guarantee; (8) to add or appoint a successor or separate Trustee or other agent; (9) to provide for the issuance of any Additional Notes; (10) to comply with any requirement of requirements in connection with qualifying the Commission in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act; (711) to comply with the rules of any applicable securities depository; (12) 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 as described in Section 163(f)(2)(B) of the Code; (8) to mortgage, pledge, hypothecate or grant a security interest in favor of the Trustee for the benefit of the Holders of the Notes as security for the payment and performance of the Company’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 or for the benefit of the Trustee pursuant to this Indenture or otherwise; (9) to comply with the rules of any applicable Depositary; (1013) to conform the text of this the Indenture, the Notes or any Guarantees to any provision of the Description of Notes set forth in the prospectus supplement dated May 28, 2015 relating to the sale of the Notes, to the extent that such provision in the Description of Notes was intended to set forth, verbatim or in substance, a provision of the Indenture, the Notes or the Guarantees to any provision of the “Description of Notes” section in the Offering Memorandum to the extent that such provision of the “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Notes or the Guarantees as evidenced in an Officers’ CertificateGuarantees; orand (1114) to make change any other provision if the change that would provide any additional benefit to the Holders of the Notes or that does not adversely affect the rights interests of any Holder in any material respect. (b) Upon the request of the Company, and upon receipt by the Trustee of the documents described in Section 12.04 and Section 9.06, the Trustee shall join with the Company and each Guarantor in the execution of any amended or supplemental Indenture authorized or permitted Holder. After an amendment under this Section 9.01 and 5.1 becomes effective, the Company shall mail or electronically deliver to make Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any further appropriate agreements and stipulations that may be therein containeddefect therein, but the Trustee shall not be obligated to enter into such amended impair or supplemental Indenture that affects its own rights, duties or immunities affect the validity of an amendment under this Indenture or otherwiseSection 5.1.

Without Consent of Holders of the Notes. (a) Notwithstanding Section 9.029.2 but subject to Section 4.17, the Company, 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 Holder Holders, the Issuer, the Guarantors and the Trustee, at any time and from time to time, may amend or supplement this Indenture, the Guarantees or the Notes issued hereunder for any of a Notethe following purposes: (1a) to cure any ambiguity, omission, defect or inconsistency, as evidenced in an Officers’ Certificate; (2) to provide for the assumption of the obligations of the Company or any Guarantor pursuant to Article Five; (3) to add to, change or eliminate any of the provisions of this Indenture; provided that any such addition, change or elimination shall become effective only after there are no such Notes entitled to the benefit of such provision outstanding; (4) to evidence the acceptance or appointment by a separate Trustee or successor Trustee with respect to the Notes; (5) to reflect the addition or release of any Guarantor from its Guarantee of the Notes, in the manner provided in this Indenture; (6) to comply with any requirement of the Commission in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act; (7b) to provide for uncertificated Notes in addition to or in place of certificated Notes; (8) c) to mortgage, pledge, hypothecate or grant a security interest in favor provide for the assumption of the Trustee for Issuer's or a Guarantor's obligations to the benefit Holders in the case of an amalgamation, merger, consolidation or sale of all or substantially all of the Issuer's or such Guarantor's assets, or winding-up or dissolution or sale, lease, transfer, conveyance or other disposition or assignment in accordance with Section 5.1; (d) to add any Guarantee or to effect the release of any Guarantor from any of its obligations under its Guarantee or the provisions of this Indenture (to the extent in accordance with this Indenture); (e) to make any change that would provide any additional rights or benefits to the Holders or that does not materially adversely affect the rights of any Holder; (f) to secure the Notes as security for the payment and performance of the Company’s and or any Guarantor’s obligations Guarantees or any other obligation 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 pursuant to this Indenture or otherwise; (9g) to comply with evidence and provide for the rules acceptance of any applicable Depositaryappointment by a successor trustee; (10h) to conform the text of this Indenture, Indenture or the Notes or the Guarantees to any provision of the “"Description of the Notes” section " contained in the Offering Memorandum Memorandum, to the extent that such provision in the "Description of the “Description of Notes” " was intended to be a substantially verbatim recitation of a provision of this Indenture, the Notes Guarantees or the Guarantees Notes as evidenced determined in good faith by the Issuer and set forth in an Officers’ ' Certificate; or (11i) to make any change that would provide any additional benefit for the issuance of Additional Notes in accordance with this Indenture. After an amendment under this Indenture becomes effective, the Issuer shall deliver to the Holders of the Notes a notice briefly describing such amendment. However, the failure to give such notice to all Holders of the Notes, or that does any defect therein, will not adversely impair or affect the rights of any Holder in any material respect. (b) Upon the request validity of the Company, and upon receipt by the Trustee of the documents described in Section 12.04 and Section 9.06, the Trustee shall join with the Company and each Guarantor in the execution of any amended or supplemental Indenture authorized or permitted under this Section 9.01 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 otherwiseamendment.

Without Consent of Holders of the Notes. (a) Notwithstanding anything contained in Section 9.029.2 hereof, the Company, 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 Holder Holders, the Issuer, the Guarantors, the Trustee and the Collateral Agent, as applicable, at any time and from time to time, may enter into one or more indentures supplemental to this Indenture, or amend the Guarantees and the Security Documents for any of a Notethe following purposes: (1) to cure evidence the succession of another Person to the Issuer or any ambiguityGuarantor and the assumption by any such successor of the covenants of the Issuer or Guarantor in this Indenture, omission, defect or inconsistency, as evidenced the Guarantees and the Security Documents and in an Officers’ Certificatethe Notes; (2) to provide add to the covenants of the Issuer or the Guarantors for the assumption benefit of the obligations of Holders, or to surrender any right or power herein conferred upon the Company Issuer or any Guarantor pursuant to Article Fivethe Guarantors; (3) to add to, change or eliminate any additional Events of the provisions of this Indenture; provided that any such addition, change or elimination shall become effective only after there are no such Notes entitled to the benefit of such provision outstandingDefault; (4) to evidence the acceptance or appointment by a separate Trustee or successor Trustee with respect to the Notes; (5) to reflect the addition or release of any Guarantor from its Guarantee of the Notes, in the manner provided in this Indenture; (6) to comply with any requirement of the Commission in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act; (7) to provide for uncertificated Notes in addition to certificated or in place of the Certificated Notes; (5) to evidence and provide for the acceptance of appointment under this Indenture and the Security Documents by a successor Trustee or Collateral Agent; (6) to provide for or confirm the issuance of Additional Notes in accordance with the terms of this Indenture; (7) to add to the Collateral securing the Notes, to add a Guarantor or to release a Guarantor in accordance with this Indenture; (8) to mortgagecure any ambiguity, pledgedefect, hypothecate omission, mistake or grant a security interest in favor of the Trustee for the benefit of the Holders of the Notes as security for the payment and performance of the Company’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 or for the benefit of the Trustee pursuant to this Indenture or otherwiseinconsistency; (9) to comply make any other provisions with respect to matters or questions arising under this Indenture, provided that such actions pursuant to this clause shall not materially adversely affect the rules interests of any applicable Depositarythe Holders, as determined in good faith by the Board of Directors of the Issuer; (10) to conform the text of this Indenture, the Notes Security Documents or the Guarantees Notes to any provision of the “Description of the Notes” section in the Offering Memorandum to the extent that the Trustee has received an Officers’ Certificate stating that such text constitutes an unintended conflict with the description of the corresponding provision of in the “Description of the Notes” and that such provision the “Description of the Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Notes Security Documents or the Guarantees as evidenced in an Officers’ Certificate; orNotes; (11) to make mortgage, pledge, hypothecate or grant any change that would provide any additional other Lien in favor of the Collateral Agent for its benefit to and the benefit of the Trustee on behalf of the Holders of the Notes Notes, as additional security for the payment and performance of all or that does not adversely affect the rights of any Holder in any material respect. (b) Upon the request portion of the Company, and upon receipt by the Trustee of the documents described in Section 12.04 and Section 9.06, the Trustee shall join with the Company and each Guarantor in the execution of any amended or supplemental Indenture authorized or permitted under this Section 9.01 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 Note Obligations under this Indenture and the Notes, in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a Lien is required to be granted to or for the benefit of the Trustee or the Collateral Agent pursuant to this Indenture, any of the Security Documents or otherwise; (12) 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, the Intercreditor Agreement or this Indenture; (13) to secure any Permitted Additional Pari Passu Obligations under the Security Documents and to appropriately include the same in the Intercreditor Agreement; or (14) to appropriately include Debt permitted by this Indenture to be secured by Collateral (including Debt permitted by clause (i) of the definition of “Permitted Debt”) in the Intercreditor Agreement.

Without Consent of Holders of the Notes. (a) Notwithstanding Section 9.029.2, the Company, 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 Holder Holders, the Issuers, the Guarantors, if any, and the Trustee, at any time and from time to time, may amend or supplement this Indenture, the Notes or the Guarantees, as applicable, for any of a Notethe following purposes: (1) to cure any ambiguity, omissionmistake, defect or inconsistency, as evidenced in an Officers’ Certificate; (2) to provide for the assumption uncertificated Notes in addition to or in place of the obligations of the Company or any Guarantor pursuant to Article Fivecertificated Notes; (3) to add toprovide for the assumption by a Successor Company or a successor company of a Guarantor, change or eliminate any as applicable, of the provisions of Company’s or such Guarantor’s obligations under this Indenture; provided that , the Notes or any such addition, change or elimination shall become effective only after there are no such Notes entitled to the benefit of such provision outstandingGuarantee; (4) to evidence the acceptance make any change that would provide any additional rights or appointment by a separate Trustee or successor Trustee with respect benefits to the NotesHolders of Notes or that does not materially adversely affect the legal rights under this Indenture of any such Holder; (5) to reflect the addition or release of any Guarantor from its Guarantee of secure the Notes, in the manner provided in this Indenture; (6) to comply with any requirement requirements of the Commission in order to effect or maintain the qualification of this Indenture under the Trust Indenture ActTIA, as amended; (7) to provide for uncertificated Notes in addition to certificated add a Guarantee of the Notes; (8) to mortgagerelease a Guarantor upon its sale or designation as an Unrestricted Subsidiary or other permitted release from its Guarantee; provided that such sale, pledge, hypothecate designation or grant a security interest release is in favor accordance with the applicable provisions of the Trustee for the benefit of the Holders of the Notes as security for the payment and performance of the Company’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 or for the benefit of the Trustee pursuant to this Indenture or otherwise; (9) to comply with the rules of any applicable Depositary; (10) to conform the text of this Indenture, the Notes or the Guarantees Guarantees, if any, to any provision of the “Description of the Notes” section in the Offering Memorandum to the extent that such provision of the “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Notes or the Guarantees as evidenced in an Officers’ CertificateMemorandum; or (1110) in the event that PIK Notes are issued in certificated form, to make any change that would provide any additional benefit appropriate amendments to the Holders of the Notes or that does not adversely affect the rights of any Holder in any material respect. (b) Upon the request of the Company, and upon receipt by the Trustee of the documents described in Section 12.04 and Section 9.06, the Trustee shall join with the Company and each Guarantor in the execution of any amended or supplemental Indenture authorized or permitted under this Section 9.01 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 otherwiseto reflect an appropriate minimum denomination of certificated PIK Notes and establish minimum redemption amounts for certificated PIK Notes.

Without Consent of Holders of the Notes. (a) Notwithstanding Section 9.029.2 hereof, the CompanyIssuer, the Subsidiary Guarantors, any other obligor under the Notes and the Trustee together may modify, amend or supplement or amend this Indenture or the Notes without the consent of any Holder holder of a NoteNote to: (1) to cure any ambiguity, omission, defect or inconsistency, as evidenced in an Officers’ Certificate; (2) to provide for the assumption by a successor corporation, or limited company of all of the Issuer’s obligations under this Indenture in the case of amalgamation, merger or consolidation or sale of all or substantially all of the Company or any Guarantor pursuant to Article FiveIssuer’s assets; (3) to add toprovide for the assumption by a successor corporation, change partnership, trust or eliminate any limited liability company of all of the provisions obligations of any Subsidiary Guarantor under this Indenture; provided that any such addition, change or elimination shall become effective only after there are no such Notes entitled to Indenture and the benefit of such provision outstandingSubsidiary Guarantees; (4) provide for uncertificated Notes in addition to evidence the acceptance or appointment by a separate Trustee or successor Trustee in place of certificated Notes; (5) add Subsidiary Guarantees and Subsidiary Guarantors with respect to the Notes; (56) to reflect secure the addition Notes, the Subsidiary Guarantees or release of any Guarantor from its other Guarantee of the Notes, in the manner provided in this Indenture; (6) to comply with any requirement of the Commission in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act; (7) add to provide for uncertificated Notes in addition to certificated Notes; (8) to mortgage, pledge, hypothecate or grant a security interest in favor the covenants of the Trustee Issuer or its Restricted Subsidiaries for the benefit of the Holders holders of the Notes as security for or surrender any right or power conferred upon the payment Issuer and performance of the Company’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 or for the benefit of the Trustee pursuant to this Indenture or otherwise; (9) to comply with the rules of any applicable Depositary; (10) to conform the text of this Indenture, the Notes or the Guarantees to any provision of the “Description of Notes” section in the Offering Memorandum to the extent that such provision of the “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Notes or the Guarantees as evidenced in an Officers’ Certificateits Restricted Subsidiaries; or (11) to 8) make any change that would provide any additional benefit to the Holders of the Notes or that does not adversely affect the rights of any Holder in any material respect. (b) holder of the Notes. Upon the request of the CompanyIssuer, 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 in Section 12.04 and Section 9.069.5, the Trustee shall join with the Company Issuer and each Guarantor the Subsidiary Guarantors in the execution of any amended or supplemental Indenture indenture authorized or permitted under by the terms of this Section 9.01 Indenture and to make any further appropriate agreements and stipulations that which may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental Indenture that indenture which adversely affects its own rights, duties or immunities hereunder or otherwise. If and so long as the Notes are listed on the Luxembourg Stock Exchange and the rules of such exchange so require, the Issuer will inform the Luxembourg Stock Exchange of any of the foregoing amendments, supplements and waivers and provide, if necessary, a supplement to the Offering Memorandum setting forth reasonable details in connection with any such amendments, supplements or waivers. The consent of the holders of the Notes 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 otherwisewaiver under this Indenture by any holder of Notes given in connection with a tender of such holder’s Notes will not be rendered invalid by such tender.

Without Consent of Holders of the Notes. (a) Notwithstanding Section 9.029.02 of this Indenture, the Company, 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 Holder of a NoteNotes, the Company, the Guarantors and the Trustee may amend or supplement this Indenture, the Notes or the Note Guarantees: (1i) to cure any ambiguity, omission, defect or inconsistency, as evidenced in an Officers’ Certificate; (2) to provide for the assumption of the obligations of the Company or any Guarantor pursuant to Article Five; (3) to add to, change or eliminate any of the provisions of this Indenture; provided that any such addition, change or elimination shall become effective only after there are no such Notes entitled to the benefit of such provision outstanding; (4) to evidence the acceptance or appointment by a separate Trustee or successor Trustee with respect to the Notes; (5) to reflect the addition or release of any Guarantor from its Guarantee of the Notes, in the manner provided in this Indenture; (6) to comply with any requirement of the Commission in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act; (7ii) to provide for uncertificated Notes in addition to or in place of certificated Notes; (8) iii) to mortgage, pledge, hypothecate or grant a security interest in favor provide for the assumption of the Trustee for the benefit of Company’s or a Guarantor’s obligations to the Holders of the Notes as security for in the payment and performance case of the Company’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 hypothecateda merger, or in which a security interest is required to be granted to or for the benefit of the Trustee consolidation pursuant to this Indenture Article 5 or otherwiseSection 12.03 hereof; (9) to comply with the rules of any applicable Depositary; (10) to conform the text of this Indenture, the Notes or the Guarantees to any provision of the “Description of Notes” section in the Offering Memorandum to the extent that such provision of the “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Notes or the Guarantees as evidenced in an Officers’ Certificate; or (11iv) to make any change that would provide any additional benefit rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder of any Holder in of the Notes; (v) to provide for the issuance of Additional Notes as permitted by Section 2.18; or (vi) to allow any material respectGuarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes. (b) Upon the request of the CompanyCompany 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 12.04 and Section 9.067.02(b) hereof, the Trustee shall join with the Company and each Guarantor the Guarantors in the execution of any amended or supplemental Indenture indenture authorized or permitted under by the terms of this Section 9.01 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 indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of the Notes. (a) Notwithstanding Section 9.029.2, without the consent of any Holders, the Company, the Guarantors, any other obligor under the Notes Subsidiary Guarantors and the Trustee Trustee, at any time and from time to time, may modifyamend or supplement this Indenture, supplement or amend this Indenture the Subsidiary Guarantees or the Notes without issued hereunder for any of the consent of any Holder of a Notefollowing purposes: (1) to cure evidence the succession of another Person to the Company or a Subsidiary Guarantor or any ambiguityother obligor upon the Notes or the Subsidiary Guarantees, omission, defect and the assumption by any such successor of the covenants of the Company or inconsistency, as evidenced such Subsidiary Guarantor or obligor in an Officers’ Certificatethis Indenture and in the Notes and in any Subsidiary Guarantee in accordance with Section 5.1; (2) to provide add to the covenants of the Company, any Subsidiary Guarantor or any other obligor upon the Notes for the assumption benefit of the obligations Holders of the Notes or to surrender any right or power conferred upon the Company or any Subsidiary Guarantor pursuant to Article Fiveor any other obligor upon the Notes, as applicable, in this Indenture, in the Notes or in any Subsidiary Guarantee; (3) to add tocure any ambiguity, change or eliminate to correct or supplement any of provision in this Indenture or in any supplemental indenture, the provisions of Notes or any Subsidiary Guarantee which may be defective or inconsistent with any other provision in this Indenture; provided that , the Notes or any such addition, change or elimination shall become effective only after there are no such Notes entitled to the benefit of such provision outstandingSubsidiary Guarantee; (4) to evidence make any change that would provide any additional rights or benefits to the acceptance or appointment by a separate Trustee or successor Trustee with respect to Holders of the Notes; (5) to reflect make any other provisions with respect to matters or questions arising under this Indenture, the addition Notes or release of any Guarantor from its Guarantee Subsidiary Guarantee; provided that, in each case, such provisions shall not adversely affect the interest of the Notes, Holders of the Notes in the manner provided in this Indentureany material respect; (6) to comply with any requirement the requirements of the Commission SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture ActTIA; (7) to add a Subsidiary Guarantor under this Indenture or otherwise provide for uncertificated Notes in addition to certificated a Guarantee of the Notes; (8) to evidence and provide the acceptance of the appointment of a successor Trustee under this Indenture; (9) 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 and any Subsidiary Guarantor’s obligations under this Indenture, in any property 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 pursuant to this Indenture or otherwise; (910) to provide for the issuance of Additional Notes under this Indenture in accordance with the terms and subject to the limitations set forth in this Indenture; (11) to comply with the rules of any applicable Depositary;; or (1012) to conform conform, as certified in an Officers’ Certificate, the text of this Indenture, the Notes or the Subsidiary Guarantees to any provision of the “Description of Notesnotes” section in of the Offering Memorandum to the extent that such provision of the “Description of Notes” was intended to be a verbatim recitation of a provision of Memorandum. After an amendment under this IndentureIndenture becomes effective, the Notes or the Guarantees as evidenced in an Officers’ Certificate; or (11) Company shall deliver to make any change that would provide any additional benefit to the Holders of the Notes a notice briefly describing such amendment. However, the failure to give such notice to all Holders, or that does any defect therein, will not adversely impair or affect the rights of any Holder in any material respect. (b) Upon the request validity of the Company, and upon receipt by the Trustee of the documents described in Section 12.04 and Section 9.06, the Trustee shall join with the Company and each Guarantor in the execution of any amended or supplemental Indenture authorized or permitted under this Section 9.01 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 otherwiseamendment.

Without Consent of Holders of the Notes. (a) Notwithstanding Section 9.029.02 of this Indenture, the Company, 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 Holder of a NoteNotes the Company, the Guarantors and the Trustee may amend or supplement this Indenture, the Guarantees or the Notes: (1a) to cure any ambiguity, omission, defect or inconsistency, as evidenced in to correct or supplement an Officers’ Certificateprovision herein that may be inconsistent with any other provisions herein; (2b) to provide for uncertificated Notes in addition to or in place of certificated Notes; (c) to provide for the assumption of the Company's or a Guarantor's obligations to the Holders of the Company Notes in the case of a merger or any Guarantor consolidation pursuant to Article Five5 or Article 11 hereof; (3d) to add to, make any change or eliminate any of the provisions of this Indenture; provided provision (i) that would provide any such addition, change additional rights or elimination shall become effective only after there are no such Notes entitled benefits to the benefit of such provision outstanding; (4) to evidence the acceptance or appointment by a separate Trustee or successor Trustee with respect to the Notes; (5) to reflect the addition or release of any Guarantor from its Guarantee Holders of the Notes, in (ii) that is required to make a Guarantee a binding obligation under state law or (iii) that does not adversely affect the manner provided in this Indenturelegal rights hereunder of any Holder of the Note; (6e) to comply with any requirement requirements of the Commission in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act;TIA; and (7f) to provide for uncertificated Notes in addition allow any Guarantor to certificated guarantee the Notes; (8) to mortgage, pledge, hypothecate or grant a security interest in favor of . Upon receipt by the Trustee for of a Company Request accompanied by a resolution of its Board of Directors authorizing the benefit of the Holders of the Notes as security for the payment and performance of the Company’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 or for the benefit of the Trustee pursuant to this Indenture or otherwise; (9) to comply with the rules execution of any applicable Depositary; (10) to conform the text of this such amended or supplemental Indenture, the Notes or the Guarantees to any provision of the “Description of Notes” section in the Offering Memorandum to the extent that such provision of the “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Notes or the Guarantees as evidenced in an Officers’ Certificate; or (11) to make any change that would provide any additional benefit to the Holders of the Notes or that does not adversely affect the rights of any Holder in any material respect. (b) Upon the request of the Company, and upon receipt by the Trustee of the documents described in Section 12.04 and Section 9.069.06 hereof, the Trustee shall join with the Company and each Guarantor the Guarantors in the execution of any amended or supplemental Indenture authorized or permitted under by the terms of this Section 9.01 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.

Without Consent of Holders of the Notes. (a) Notwithstanding Section 9.029.2, the Company, the Guarantors, any other obligor under the Notes Issuers and the Trustee may modifyamend or supplement this Indenture, supplement or amend this Indenture the Notes or the Notes Note Guarantees without the notice to or consent of any Holder of a Noteor any other party to this Indenture: (1a) to cure any ambiguity, omission, defect or inconsistency, as evidenced in an Officers’ Certificate; (2b) to provide for the assumption by a successor corporation of the obligations of the Company Issuers or any Subsidiary Guarantor pursuant to Article Fiveunder this Indenture; (3c) to provide for uncertificated Notes in addition to or in place of certificated Notes; (d) to add to, change or eliminate any of the provisions of this Indenture; provided that any such addition, change or elimination shall become effective only after there are no such Notes entitled to the benefit of such provision outstanding; (4) to evidence the acceptance or appointment by a separate Trustee or successor Trustee Note Guarantees with respect to the Notes or to secure the Notes; (5e) to reflect add to the addition or release of any Guarantor from its Guarantee covenants of the Notes, in Issuers or a Restricted Subsidiary for the manner provided in this Indenturebenefit of the Holders or to surrender any right or power conferred upon the Issuers or a Restricted Subsidiary; (6f) to make any change that does not adversely affect the rights of any Holder, as evidenced by an Officers’ Certificate delivered to the Trustee (upon which it may fully rely without liability); (g) to comply with any requirement of the Commission SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act, if necessary; (7h) to provide for uncertificated make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes; provided, however, that (a) compliance with this Indenture as so amended would not result in Notes being transferred in addition violation of the Securities Act or any other applicable securities law and (b) such amendment does not materially and adversely affect the rights of Holders to certificated transfer Notes; (8) to mortgage, pledge, hypothecate or grant a security interest in favor of the Trustee for the benefit of the Holders of the Notes as security for the payment and performance of the Company’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 or for the benefit of the Trustee pursuant to this Indenture or otherwise; (9) to comply with the rules of any applicable Depositary; (10i) to conform the text of this Indenture, Indenture or the Note Guarantees or the Notes or the Guarantees to any provision of the “Description of Notes” section in of the Offering Memorandum Memorandum; to the extent that such provision of the in such “Description of Notes” was intended to be a substantially verbatim recitation of a provision of this Indenture, the Notes Indenture or the Note Guarantees or the Notes, as evidenced in by an Officers’ CertificateCertificate delivered to the Trustee (upon which it may fully rely without liability); (j) to evidence and provide for the acceptance of appointment by a successor trustee, provided that the successor trustee is otherwise qualified and eligible to act as such under the terms of this Indenture; (k) to provide for a reduction in the minimum denominations of the Notes; (l) to comply with the rules of any applicable securities depositary; or (11m) to make any change that would provide any additional benefit to for the Holders issuance of the Additional Notes or that does not adversely affect the rights of any Holder and related Note Guarantees in any material respect. (b) Upon the request of the Company, and upon receipt by the Trustee of the documents described in Section 12.04 and Section 9.06, the Trustee shall join accordance with the Company and each Guarantor limitations set forth in the execution of any amended or supplemental Indenture authorized or permitted under this Section 9.01 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 otherwiseIndenture.

Without Consent of Holders of the Notes. (a) Notwithstanding Section 9.029.2, the Company, 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 Holder Holders, the Issuer, the Subsidiary Guarantors and the Trustee, at any time and from time to time, may amend or supplement this Indenture, the Subsidiary Guarantees or the Notes issued hereunder for any of a Notethe following purposes: (1) to cure evidence the succession of another Person to the Issuer or a Subsidiary Guarantor under this Indenture, the Notes or the applicable Subsidiary Guarantee, and the assumption by any ambiguitysuch successor of the covenants of the Issuer or such Subsidiary Guarantor under this Indenture, omission, defect or inconsistency, as evidenced the Notes and such Subsidiary Guarantee in an Officers’ Certificateaccordance with Section 5.1; (2) to provide add to the covenants of the Issuer or any Subsidiary Guarantor for the assumption benefit of the obligations Holders of the Company Notes or to surrender any right or power conferred upon the Issuer or any Guarantor pursuant to Article FiveSubsidiary Guarantor, as applicable, in this Indenture, in the Notes or in any Subsidiary Guarantee; (3) to add tocure any ambiguity, change or eliminate to correct or supplement any of provision in this Indenture or in any supplemental indenture, the provisions of Notes or any Subsidiary Guarantee which may be defective or inconsistent with any other provision in this Indenture; provided that , the Notes or any such addition, change or elimination shall become effective only after there are no such Notes entitled to Subsidiary Guarantee (as determined in good faith by the benefit of such provision outstandingIssuer); (4) to evidence the acceptance make any change that would provide any additional rights or appointment by a separate Trustee or successor Trustee with respect benefits to the NotesHolders of the Notes (as determined in good faith by the Issuer); (5) to reflect make any other provisions with respect to matters or questions arising under this Indenture, the addition Notes or release of any Guarantor from its Guarantee Subsidiary Guarantee; provided that, in each case, such provisions shall not adversely affect the interest of the Notes, Holders of the Notes in any material respect (as determined in good faith by the manner provided in this IndentureIssuer); (6) to comply with any requirement the requirements of the Commission in order to effect or maintain the qualification of this Indenture under the Trust Indenture ActSEC; (7) to add a Subsidiary Guarantor under this Indenture or otherwise provide for uncertificated a Subsidiary Guarantee of the Notes in addition or to certificated Notesconfirm and evidence the release of a Subsidiary Guarantor from its Subsidiary Guarantee pursuant to the terms of this Indenture; (8) to evidence and provide the acceptance of the appointment of a successor Trustee under this Indenture; (9) to mortgage, pledge, hypothecate or grant a security interest in favor of the Trustee for the benefit of the Holders of the Notes as security for the payment and performance of the CompanyIssuer’s and any Subsidiary Guarantor’s obligations under this Indenture, in any property 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 pursuant to this Indenture or otherwise; (910) to provide for the issuance of Additional Notes under this Indenture in accordance with the terms and subject to the limitations set forth in this Indenture; (11) to comply with the rules of any applicable Depositary;; or (1012) to conform the text of this Indenture, the Notes or the Subsidiary Guarantees to any provision of the “Description of Notesnotes” section in of the Offering Memorandum to the extent that such provision of the “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Notes or the Guarantees as evidenced confirmed in an Officers’ Certificate; or (11) to make any change that would provide any additional benefit Officer’s Certificate delivered to the Trustee. After an amendment under this Indenture becomes effective, the Issuer shall deliver to Holders of the Notes a notice briefly describing such amendment. However, the failure to give such notice to all Holders, or that does any defect therein, will not adversely impair or affect the rights of any Holder in any material respect. (b) Upon the request validity of the Company, and upon receipt by the Trustee of the documents described in Section 12.04 and Section 9.06, the Trustee shall join with the Company and each Guarantor in the execution of any amended or supplemental Indenture authorized or permitted under this Section 9.01 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 otherwiseamendment.

Without Consent of Holders of the Notes. (a) Notwithstanding Section 9.029.2, the Company, 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 Holder Holders of a Notethe Notes, the Company, any Subsidiary Guarantor, the Trustee and, if applicable, the Collateral Trustee, at any time and from time to time, may amend or supplement this Indenture, the Security Documents, the Intercreditor Agreements and any Subsidiary Guarantee or the Notes issued hereunder for any of the following purposes: (1) to cure evidence the succession of another Person to the Company or a Subsidiary Guarantor under this Indenture, the Notes or the applicable Subsidiary Guarantee, and the assumption by any ambiguitysuch successor of the covenants of the Company or such Subsidiary Guarantor under this Indenture, omission, defect or inconsistency, as evidenced the Notes and in an Officers’ Certificatesuch Subsidiary Guarantee in accordance with Section 5.1; (2) to provide for add to the assumption of the obligations covenants of the Company or any Subsidiary Guarantor pursuant for the benefit of the Holders of the Notes or to Article Fivesurrender any right or power conferred upon the Company or any Subsidiary Guarantor, as applicable, in this Indenture, in the Notes or in any Subsidiary Guarantee; (3) to add tocure any ambiguity, change mistake or eliminate omission, or to correct or supplement any of provision in this Indenture or in any supplemental indenture, the provisions of Notes or any Subsidiary Guarantee which may be defective or inconsistent with any other provision in this Indenture; provided that , the Notes or any such addition, change or elimination shall become effective only after there are no such Notes entitled to the benefit of such provision outstandingSubsidiary Guarantee; (4) to evidence make any change that would provide any additional rights or benefits to the acceptance or appointment by a separate Trustee or successor Trustee with respect to Holders of the Notes; (5) to reflect make any other provisions with respect to matters or questions arising under this Indenture, the addition Notes or release of any Guarantor from its Guarantee Subsidiary Guarantee; provided that, in each case, such provisions shall not adversely affect the interest of the Notes, Holders of the Notes in the manner provided in this Indentureany material respect; (6) to comply with any requirement the requirements of the Commission SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture ActAct of 1939 (15 U.S. Code §§ 77aaa-77bbbb), as amended; (7) to add a Subsidiary Guarantor under this Indenture or otherwise provide for uncertificated a Subsidiary Guarantee of the Notes in addition or to certificated Notesadd additional assets as Collateral; (8) to evidence and provide for the acceptance of the appointment of a successor Trustee or a successor Collateral Trustee under this Indenture; (9) to mortgage, pledge, hypothecate or grant a security interest in favor of the Trustee or the Collateral Trustee for the benefit of the Holders of the Notes as additional Collateral or security for the payment and performance of the Company’s and any Subsidiary Guarantor’s obligations under this Indenture, the Security Documents, the Intercreditor Agreements, in any property 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 pursuant to this Indenture Indenture, the Security Documents, the Intercreditor Agreements or otherwise; (910) to provide for the issuance of Additional Notes under this Indenture in accordance with the terms and subject to the limitations set forth in this Indenture; (11) to comply with the rules of any applicable Depositary; (1012) to conform the text of this Indenture, the Notes or Notes, the Guarantees Subsidiary Guarantees, the Security Documents and the Intercreditor Agreements to any provision of the “Description of Notesnotes” section in of the Offering Memorandum to the extent that such provision of the “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Notes or Notes, the Guarantees Subsidiary Guarantees, the Security Documents and the Intercreditor Agreements, as evidenced certified in an Officers’ Certificate; orCertificate delivered to the Trustee; (1113) to make release Collateral from the Lien or any change that would provide any additional benefit Subsidiary Guarantor from its Subsidiary Guarantee, in each case pursuant to this Indenture, the Holders of Security Documents, or the Notes Intercreditor Agreements when expressly permitted or that does not adversely affect required by this Indenture, the rights Security Documents or the Intercreditor Agreements; (14) in the case of any Holder deposit account control agreement, securities account control agreement, bailee agreement or other similar agreement providing for “control” over the Collateral, in any material respect. each case (a) providing for control and perfection of ABL Collateral and (b) Upon to which both the ABL Collateral Agent and the Collateral Trustee are a party, at the request and sole expense of the Company, and upon receipt by without the Trustee consent of the documents described Collateral Trustee, to amend any such agreement to substitute a Successor ABL Collateral Agent for the ABL Collateral Agent as the controlling secured party thereunder; (15) in Section 12.04 and Section 9.06, connection with any refinancing or replacement of the Trustee shall join with the Company and each Guarantor in the execution of any amended or supplemental Indenture authorized or ABL Credit Facility expressly permitted under this Section 9.01 Indenture, at the request and sole expense of the Company, and without the consent of the Collateral Trustee to amend, supplement or otherwise modify the ABL Intercreditor Agreement (i) to add parties (or any authorized agent or trustee therefor) providing any such refinancing or replacement Debt, (ii) to establish that Liens on any Notes Collateral securing such refinancing or replacement Debt will have the same priority as the Liens on any Notes Collateral securing the Debt being refinanced or replaced and (iii) to establish that the Liens on any ABL Collateral securing such refinancing or replacement Debt will have the same priority as the Liens on any ABL Collateral securing the Debt being refinanced or replaced, all on the terms provided for in the ABL Intercreditor Agreement immediately prior to such refinancing or replacement; (16) to secure any Other Pari Passu Lien Obligations under the Security Documents and to appropriately include the same in the Collateral Trust Agreement and the Intercreditor Agreements, in each case, to the extent the incurrence of such Debt and the grant of all Liens on the Collateral held for the benefit of such Debt were permitted under this Indenture; (17) in connection with any issuance of First Lien Debt (or refinancing or replacement thereof) expressly permitted under this Indenture, at the request and sole expense of the Company, and without the consent of the Collateral Trustee to amend, supplement or otherwise modify the Intercreditor Agreements (i) to add parties (or any authorized agent or trustee therefor) providing any such Debt, (ii) to establish that Liens on the Collateral securing the First Lien Obligations in respect of such First Lien Debt will have priority over the Liens on the Collateral securing the Notes and (iii) in the case of any refinancing or replacement thereof, to establish that the Liens on the Collateral securing such Debt will have the same priority relative to such First Lien Obligations as they have relative to the Notes, all on the terms provided for in the Intercreditor Agreements immediately prior to such refinancing or replacement; (18) 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 any agreement that is not prohibited by this Indenture; and (19) to make any further appropriate agreements and stipulations other provisions with respect to matters or questions arising under this Indenture; provided that may be therein contained, but the Trustee such actions pursuant to this clause shall not be obligated to enter into such amended adversely affect the interests of the Holders or supplemental Indenture that affects its own rightsthe holders of any Other Pari Passu Lien Obligations in any material respect, duties or immunities as determined in good faith by the Board of Directors of the Company. After an amendment under this Indenture becomes effective, the Company shall deliver to Holders of the Notes a notice briefly describing such amendment. However, the failure to give such notice to all Holders, or otherwiseany defect therein, will not impair or affect the validity of the amendment.

Without Consent of Holders of the Notes. (a) Notwithstanding Section 9.029.2, without the consent of any Holders, the Company, the Guarantors, any other obligor under the Notes Guarantors and the Trustee Trustee, at any time and from time to time, may modify, supplement enter into one or amend more indentures supplemental to this Indenture or for any of the Notes without the consent of any Holder of a Notefollowing purposes: (1) to cure evidence the succession of another Person to the Company and the assumption by any ambiguity, omission, defect or inconsistency, as evidenced such successor of the covenants of the Company in an Officers’ Certificatethis Indenture and in the Notes; (2) to provide for add to the assumption of the obligations covenants of the Company for the benefit of the Holders, or to surrender any Guarantor pursuant to Article Fiveright or power herein conferred upon the Company; (3) to add to, change or eliminate any additional Events of the provisions of this Indenture; provided that any such addition, change or elimination shall become effective only after there are no such Notes entitled to the benefit of such provision outstandingDefault; (4) to evidence the acceptance or appointment by a separate Trustee or successor Trustee with respect to the Notes; (5) to reflect the addition or release of any Guarantor from its Guarantee of the Notes, in the manner provided in this Indenture; (6) to comply with any requirement of the Commission in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act; (7) to provide for uncertificated Notes in addition to or in place of the certificated Notes; (8) 5) to mortgage, pledge, hypothecate or grant a security interest in favor of the Trustee evidence and provide for the benefit acceptance of appointment under this Indenture by a successor Trustee; (6) to provide for or confirm the issuance of Additional Notes in accordance with the terms of this Indenture; (7) to cure any ambiguity, to correct or supplement any provision in this Indenture which may be defective or inconsistent with any other provision in this Indenture, or to make any other provisions with respect to matters or questions arising under this Indenture; provided that such actions pursuant to this clause shall not adversely affect the interests of the Holders in any material respect, as determined in good faith by the Board of the Notes as security for the payment and performance Directors of the Company’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 or for the benefit of the Trustee pursuant to this Indenture or otherwise; (9) to comply with the rules of any applicable Depositary; (10) 8) to conform the text of this Indenture, Indenture or the Notes or the Guarantees to any provision of the “Description of Notes” section in the Offering Memorandum to the extent that such provision of in this Indenture or the “Description of Notes” Notes was intended to be a verbatim recitation of a provision of the “Description of Notes”; (9) to qualify and to maintain the qualification of this Indenture under the TIA; (10) to add a Guarantor under this Indenture, the Notes or the Guarantees as evidenced in an Officers’ Certificate; or (11) to make any change that would provide any additional benefit release a Guarantor (to the Holders of the Notes or that does not adversely affect the rights of any Holder in any material respectextent permitted by this Indenture). (b) Upon the request of the Company, and upon receipt by the Trustee of the documents described in Section 12.04 and Section 9.06, the Trustee shall join with the Company and each Guarantor in the execution of any amended or supplemental Indenture authorized or permitted under this Section 9.01 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.

Without Consent of Holders of the Notes. (a) Notwithstanding Section 9.029.2 of this Indenture, the Company, 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 Holder Holders, the Issuer, the Guarantors, the Trustee and the Collateral Agent, at any time and from time to time, may enter into one or more indentures supplemental to this Indenture, the Guarantees and the Security Documents for any of a Notethe following purposes: (1) to cure evidence the succession of another Person to the Issuer or any ambiguityof the Guarantors and the assumption by any such successor of the covenants of the Issuer or such Guarantor in this Indenture, omissionthe Guarantees, defect or inconsistency, as evidenced in an Officers’ Certificatethe Security Documents and the Notes; (2) to provide add to the covenants of the Issuer for the assumption benefit of the obligations of Holders, or to surrender any right or power herein conferred upon the Company or any Guarantor pursuant to Article FiveIssuer; (3) to add to, change or eliminate any additional Events of the provisions of this Indenture; provided that any such addition, change or elimination shall become effective only after there are no such Notes entitled to the benefit of such provision outstandingDefault; (4) to evidence the acceptance or appointment by a separate Trustee or successor Trustee with respect to the Notes; (5) to reflect the addition or release of any Guarantor from its Guarantee of the Notes, in the manner provided in this Indenture; (6) to comply with any requirement of the Commission in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act; (7) to provide for uncertificated Notes in addition to certificated or in place of the Certificated Notes; (5) to evidence and provide for the acceptance of appointment under this Indenture and the Security Documents by a successor Trustee or Collateral Agent; (6) to provide for or confirm the issuance of Additional Notes in accordance with the terms of this Indenture; (7) to add to the Collateral securing the Notes, to add a Guarantor or to release a Guarantor and Collateral in accordance with this Indenture; (8) to cure any ambiguity, defect, omission, mistake or inconsistency as described in an Officer’s Certificate delivered to the Trustee; (9) to make or change any other provisions with respect to matters or questions arising under this Indenture; provided that such actions pursuant to this clause shall not adversely affect the interests of the Holders in any material respect, as determined in good faith by the Board of Directors of the Issuer and evidenced by an Officer’s Certificate and copy of the Board Resolution delivered to the Trustee; (10) to conform any provision of this Indenture, the Security Documents or the Notes to any provision of the “Description of Notes” in the Offering Memorandum as described in an Officer’s Certificate delivered to the Trustee; (11) to mortgage, pledge, hypothecate or grant a security interest any other Lien in favor of the Trustee Collateral Agent for the benefit of the Trustee on behalf of the Holders of the Notes Notes, as additional security for the payment and performance of all or any portion of the Company’s and any Guarantor’s obligations Obligations under this Indenture, the Notes and the Security Documents, in any property or assets, including any of which are required to be mortgaged, pledged or hypothecated, or in which a security interest Lien is required to be granted to or for the benefit of the Trustee or the Collateral Agent pursuant to this Indenture Indenture, any of the Security Documents or otherwise; (912) to provide for the release of Collateral from the Lien of this Indenture and the Security Documents or subordinate to such Lien when permitted or required by the Security Documents or this Indenture; or to otherwise amend any Security Document with respect to the ABL Collateral in a manner consistent with any corresponding amendment to the Security Documents governing the ABL Collateral so long as such amendment does not result in a release of Collateral not otherwise permitted by the Security Documents or this Indenture; (13) to enter into or amend the Intercreditor Agreement and/or the Security Documents (or supplement the Intercreditor Agreement and/or the Security Documents) under circumstances provided therein including (x) if the Issuer incurs Credit Facility Obligations and/or Permitted Additional Pari Passu Obligations and (y) in connection with the refinancing of the Credit Facility Obligation and to secure any Permitted Additional Pari Passu Obligations under the Security Documents and to appropriately include any of the foregoing in the Intercreditor Agreement and Security Documents; (14) at the Issuer’s election, to comply with any requirement of the rules Commission in connection with the qualification of any applicable Depositarythis Indenture under the TIA, if such qualification is required; (1015) to conform make such provisions as necessary (as determined in good faith by the text Issuer) for the issuance of this Indenture, the Notes or the Guarantees to any provision of the “Description of Additional Notes” section in the Offering Memorandum to the extent that such provision of the “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Notes or the Guarantees as evidenced in an Officers’ Certificate; or; (1116) to make any change that would provide any additional benefit amendment to the Holders provisions of this Indenture relating to the transfer and legending of the 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 that any applicable securities law and (ii) such amendment does not adversely affect the rights of any Holder Holders to transfer Notes in any material respect.; and (b17) Upon to secure any Permitted Additional Pari Passu Obligations to the request of the Company, and upon receipt by the Trustee of the documents described in Section 12.04 and Section 9.06, the Trustee shall join with the Company and each Guarantor in the execution of any amended or supplemental Indenture authorized or extent permitted under this Section 9.01 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 otherwiseSecurity Documents.

Without Consent of Holders of the Notes. (a) Notwithstanding Section 9.029.2, Holdings, the Company, the GuarantorsIssuers, any other obligor under the Notes and the Trustee may modifyGuarantor (with respect to a Guarantee, supplement or amend this Indenture or any Security Documents to which they are parties), the Trustee and the Notes Collateral Agent (as applicable) may amend this Indenture, the Guarantees, the Notes or any Security Document without the consent of any Holder of a NoteHolder: (1) to cure any ambiguity, omission, mistake, defect or inconsistency, as evidenced in an Officers’ Certificate; (2) to provide for the assumption of the obligations of the Company or any Guarantor pursuant to Article Five; (3) to add to, change or eliminate any of the provisions of this Indenture; provided that any such addition, change or elimination shall become effective only after there are no such Notes entitled to the benefit of such provision outstanding; (4) to evidence the acceptance or appointment by a separate Trustee or successor Trustee with respect to the Notes; (5) to reflect the addition or release of any Guarantor from its Guarantee of the Notes, in the manner provided in this Indenture; (6) to comply with any requirement of the Commission in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act; (7) to provide for uncertificated Notes in addition to or in place of certificated Notes (provided that such uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code); (3) to provide for the assumption of the Issuers’ or a Guarantor’s (including Holdings’) obligations to the Holders under this Indenture and under the Security Documents in the case of a merger, amalgamation, consolidation or sale of all or substantially all of the Issuers’ or such Guarantor’s (including Holdings’) assets, or sale, lease, transfer, conveyance or other disposition or assignment in accordance with Section 5.1, including the addition of any co-Issuer of the Notes; (4) to add any Guarantee or Guarantor or to effect the release of any Subsidiary Guarantor from any of its obligations under its Guarantee or the provisions of this Indenture (to the extent in accordance with this Indenture); (5) to make any change that would provide any additional rights or benefits to the Holders or does not materially adversely affect the rights of any Holder; (6) to add covenants or Events of Default for the benefit of the Holders or to surrender any right or power conferred upon the Issuers or any Guarantor; (7) to make any change in order to maintain the transferability of the Notes pursuant to Rule 144A or Regulations S or to institutional accredited investors; (8) to make any change to this Indenture relating to the transfer and legending of Notes as permitted by this Indenture; (9) to evidence and provide for the acceptance of appointment by a successor Trustee or a successor Notes Collateral Agent; (10) to conform the text of this Indenture, the Notes, the Guarantees or the Security Documents to any provision of the “Description of notes” contained in the Offering Memorandum, to the extent that such provision in such “Description of notes” was intended to be a substantially verbatim recitation of a provision of this Indenture, the Notes, the Guarantees or the Security Documents, as evidenced by an Officer’s Certificate of the Issuers; (11) to provide for the issuance of Additional Notes and related Guarantees (and the grant of security for such Additional Notes and Guarantees) in accordance with this Indenture and the Intercreditor Agreements; (12) to make, complete or confirm any grant of Collateral permitted or required by this Indenture or any of the Security Documents or any release, termination or discharge of Collateral that becomes effective as set forth in this Indenture or any of the Security Documents; (13) to grant any Lien for the benefit of the holders of any future Pari Passu Notes Lien Indebtedness, Pari Passu ABL Lien Indebtedness or Junior Lien Indebtedness (including by amending any existing Security Document) in accordance with and as permitted by the terms of this Indenture and the Intercreditor Agreements (and, with respect to Junior Lien Indebtedness, any Junior Lien Intercreditor Agreement); (14) to add additional secured parties to the Intercreditor Agreements to the extent Liens securing obligations held by such parties are permitted under this Indenture; (15) to mortgage, pledge, hypothecate or grant a security interest gxxxx x Xxxx in favor of the Trustee Notes Collateral Agent for the benefit of the Trustee and the Holders of the Notes as additional security for the payment and performance of the Company’s Issuers’ and any Guarantor’s obligations Obligations under this Indenture, in any property 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 pursuant to or the Notes Collateral Agent in accordance with the terms of this Indenture or otherwise;; or (916) to comply provide for the succession of any parties to the Security Documents (and other amendments that are administrative or ministerial in nature) and the Intercreditor Agreements in connection with an amendment, renewal, extension, substitution, refinancing, restructuring, replacement, supplementing or other modification from time to time of any agreement in accordance with the rules of any applicable Depositary; (10) to conform the text terms of this Indenture, the Intercreditor Agreements and the relevant Security Documents. (b) The Holders of the Notes shall be deemed to have consented for purposes of the Security Documents and the Intercreditor Agreements to any of the following amendments, waivers and other modifications to the Security Documents and the Intercreditor Agreements: (1) (A) to add other parties (or any authorized agent thereof or trustee therefor) holding Pari Passu Notes Lien Indebtedness that are incurred in compliance with the Term Loan Credit Facility, the ABL Credit Facility and the Notes Documents and (B) to establish that the Liens on any Collateral securing such Pari Passu Notes Lien Indebtedness shall rank equally with the Liens on such Collateral securing the Obligations under this Indenture, the Notes and the Guarantees; (2) (A) to add other parties (or any authorized agent thereof or trustee therefor) holding Pari Passu ABL Lien Indebtedness that is incurred in compliance with the Term Loan Credit Facility, the ABL Credit Facility and the Notes Documents, (B) to establish that the Liens on any Collateral securing such Pari Passu ABL Lien Indebtedness shall rank equally with the Liens on such Collateral securing the ABL Obligations and senior to the Liens on such ABL Priority Collateral securing any Obligations under this Indenture, the Notes and the Guarantees, all on the terms provided for in the Intercreditor Agreements in effect immediately prior to such amendment, and (C) to establish that the Liens on any Pari Passu Priority Collateral securing such Pari Passu ABL Lien Indebtedness shall be junior and subordinated to the Liens on such Pari Passu Priority Collateral securing any Obligations under this Indenture, the Notes and the Guarantees, all on the terms provided for in the Intercreditor Agreements in effect immediately prior to such amendment; (3) to establish that the Liens on any ABL Priority Collateral securing any Indebtedness replacing the ABL Credit Facility permitted to be incurred under Section 4.9(b)(1) shall be senior to the Liens on such ABL Priority Collateral securing any Obligations under this Indenture, the Notes and the Guarantees, and that any Obligations under this Indenture, the Notes and the Guarantees shall continue to be secured on a first-priority basis by the Pari Passu Priority Collateral and on a second-priority basis on the ABL Priority Collateral; and (4) upon any provision cancellation or termination of the “Description of Notes” section in ABL Credit Facility without a replacement thereof, to establish that the Offering Memorandum ABL Priority Collateral shall become Pari Passu Priority Collateral. (c) Any such additional party added pursuant to Section 9.1(b), the extent Term Loan Collateral Agent, the ABL Collateral Agent, the Trustee and the Notes Collateral Agent shall be entitled to rely upon an Officer’s Certificate certifying that such provision Pari Passu Notes Lien Indebtedness or Pari Passu ABL Lien Indebtedness, as the case may be, was issued or borrowed in compliance with the Term Loan Credit Facility, the ABL Credit Facility and the Notes Documents, and no Opinion of Counsel shall be required in connection therewith. (d) The Holders also shall be deemed to have authorized and directed the “Description of Notes” was intended Trustee and the Notes Collateral Agent to, and to be a verbatim recitation of a provision have otherwise consented for purposes of this Indenture, the Security Documents and the Intercreditor Agreements to the execution and delivery by the Trustee and the Notes Collateral Agent of a Junior Lien Intercreditor Agreement to the extent it is approved by the Term Loan Collateral Agent and the ABL Collateral Agent, respectively, or, if the Term Loan Credit Facility and the ABL Credit Facility, respectively, have been replaced, any other agent for the creditors of the Term Loan Obligations and the ABL Obligations, respectively. Upon execution of the Junior Lien Intercreditor Agreement, the Junior Lien Intercreditor Agreement shall be considered a “Security Document.” (e) After an amendment under this Indenture, the Security Documents or the Guarantees as evidenced in an Officers’ Certificate; or (11) Intercreditor Agreements becomes effective, the Issuers shall deliver to make any change that would provide any additional benefit to the Holders of the Notes a notice briefly describing such amendment. However, the failure to give such notice to all Holders, or that does any defect therein, will not adversely impair or affect the rights validity of the amendment. Disclosure of any Holder such amendment in any material respect. (b) Upon a filing made with the request SEC shall constitute delivery to Holders of the Company, and upon receipt by the Trustee Notes of the documents described in Section 12.04 and Section 9.06, the Trustee shall join with the Company and each Guarantor in the execution of any amended or supplemental Indenture authorized or permitted under this Section 9.01 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 otherwisenotice.

Without Consent of Holders of the Notes. (a) Notwithstanding Section 9.029.2, the Company, 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 Holder Holders, the Issuer, any Guarantor, the Trustee and the Collateral Agent, may modify or amend this Indenture, the Guarantees, the Notes issued hereunder and the Security Documents (including in each case, if applicable, the form of a Noteagreements attached thereto as exhibits) for any of the following purposes: (1) to cure evidence the succession of another Person to the Issuer or a Guarantor under this Indenture, the Notes or the applicable Guarantee or the Security Documents, and the assumption by any ambiguitysuch successor of the covenants of the Issuer or such Guarantor under this Indenture, omission, defect or inconsistency, as evidenced the Notes and such Guarantee and the Security Documents in an Officers’ Certificateaccordance with Section 5.1; (2) to provide for add to the assumption covenants of the obligations of the Company Issuer or any Guarantor pursuant for the benefit of the Holders of the Notes or to Article Fivesurrender any right or power conferred upon the Issuer or any Guarantor, as applicable, in this Indenture, in the Notes or in any Guarantee or the Security Documents; (3) to add tocure any ambiguity, change or eliminate to correct or supplement any of provision in this Indenture or in any supplemental indenture, the provisions of Notes or any Guarantee or the Security Documents which may be defective or inconsistent with any other provision in this Indenture; provided that , the Notes or any such addition, change Guarantee or elimination shall become effective only after there are no such Notes entitled to the benefit of such provision outstandingSecurity Documents (as determined in good faith by the Issuer); (4) to evidence the acceptance make any change that would provide any additional rights or appointment by a separate Trustee or successor Trustee with respect benefits to the NotesHolders of the Notes (as determined in good faith by the Issuer); (5) to reflect make any other provisions with respect to matters or questions arising under this Indenture, the addition Notes or release of any Guarantor from its Guarantee or the Security Documents; provided that, in each case, such provisions shall not adversely affect the interest of the Notes, Holders of the Notes in any material respect (as determined in good faith by the manner provided in this IndentureIssuer); (6) to comply with any requirement the requirements of the Commission SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture ActTIA; (7) to add a Guarantor under this Indenture or otherwise provide for uncertificated a Guarantee of the Notes in addition or to certificated Notesconfirm and evidence the release of a Guarantor from its Guarantee pursuant to the terms of the Notes and any Security Document; (8) to evidence and provide the acceptance of the appointment of a successor Trustee or the Collateral Agent under this Indenture; (9) to mortgage, pledge, hypothecate or grant a security interest in favor of the Trustee or the Collateral Agent for the benefit of the Holders of the Notes as additional security for the payment and performance of the CompanyIssuer’s and any Guarantor’s obligations under this Indenture, in any property 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 or otherwise; (910) to provide for the issuance of Additional Notes under this Indenture in accordance with the terms and subject to the limitations set forth in this Indenture; (11) to comply with the rules of any applicable Depositary; (1012) to make, complete or confirm any grant of Collateral permitted or required by this Indenture, any of the Security Documents or any release of Collateral pursuant to the terms of this Indenture or any of the Security Documents; (13) to conform the text of this Indenture, the Notes Notes, the Guarantees or the Guarantees Security Documents to any provision of the “Description of Notes” section in of the Offering Memorandum to the extent that such provision of the “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Notes Indenture or the Guarantees Security Documents, as evidenced confirmed in an Officers’ CertificateCertificate delivered to the Trustee; or (1114) to make secure additional extensions of credit and add additional secured creditors holding other Parity Lien Debt so long as such Parity Lien Debt is not prohibited by the provisions of this Indenture or any change that would provide other then-existing Parity Lien Debt. The consent of the Holders is not necessary under this Indenture to approve the particular form of any additional benefit proposed amendment or waiver. It is sufficient if such consent approves the substance of the proposed amendment or waiver. After an amendment under this Indenture becomes effective, the Issuer shall deliver to the Holders of the Notes a notice briefly describing such amendment. However, the failure to give such notice to all Holders, or that does any defect therein, will not adversely impair or affect the rights validity of any Holder in any material respectthe amendment. (b) Upon the request Holders will be deemed to have consented for purposes of the CompanySecurity Documents to any of the following amendments and other modifications to the Security Documents: (i) (a) to add other parties (or any authorized agent thereof or trustee therefor) holding Parity Lien Debt that is incurred in compliance with the ABL Credit Agreement, the Term Loan Credit Agreement, this Indenture and the Security Documents and (b) to establish that the Liens on any Collateral securing such Parity Lien Debt shall be pari passu under the Pari Passu Intercreditor Agreement with the Liens on such Collateral securing the obligations under this Indenture, the Notes and the Guarantees, all on the terms provided for in the Pari Passu Intercreditor Agreement in effect immediately prior to such amendment or other modification; (ii) to establish that the Liens on any Collateral securing any Debt replacing the Term Loan Credit Agreement permitted to be incurred under clause (1)(i) of Section 4.9(b) shall be pari passu to the Liens on such Collateral securing any obligations under this Indenture, the Notes and the Guarantees, all on the terms provided for in the Pari Passu Intercreditor Agreement in effect immediately prior to such amendment or other modification; (iii) to establish that the Liens on any Current Asset Collateral securing any Debt replacing the ABL Credit Agreement permitted to be incurred under clause (1)(ii) of Section 4.9(b) shall be senior to the Liens on such Current Asset Collateral securing any obligations under this Indenture, the Notes and the Guarantees, and that the Liens on any Fixed Asset Collateral securing any such Debt shall be junior to the Liens on such Fixed Asset Collateral securing any obligations under this Indenture, the Notes and the Guarantees, all on the terms provided for in the ABL Intercreditor Agreement in effect immediately prior to such amendment and other modification; and (iv) upon receipt by the Trustee any cancellation or termination of the documents described ABL Credit Agreement without a replacement thereof, to establish that the Current Asset Collateral (in Section 12.04 and Section 9.06addition to the Fixed Asset Collateral) shall secure the obligations under this Indenture, the Trustee shall join with Notes and the Company and each Guarantor Guarantees on a first priority basis, subject to the terms of the Pari Passu Intercreditor Agreement in the execution of any amended effect immediately prior to such amendment or supplemental Indenture authorized or permitted under this Section 9.01 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 otherwiseother modification.

Without Consent of Holders of the Notes. (a) Notwithstanding Section 9.029.02 hereof, the CompanyIssuer, the Guarantors, any other obligor under the Notes Guarantor and the Trustee may modifyamend or supplement this Indenture, supplement or amend this Indenture the Notes or the Notes Guarantee without the consent of any Holder of a Note:Holder: certificated Notes; (1a) to cure any ambiguity, omission, defect or inconsistency, as evidenced in an Officers’ Certificate; (2) to provide for the assumption of the obligations of the Company or any Guarantor pursuant to Article Five; (3) to add to, change or eliminate any of the provisions of this Indenture; provided that any such addition, change or elimination shall become effective only after there are no such Notes entitled to the benefit of such provision outstanding; (4) to evidence the acceptance or appointment by a separate Trustee or successor Trustee with respect to the Notes; (5) to reflect the addition or release of any Guarantor from its Guarantee of the Notes, in the manner provided in this Indenture; (6) to comply with any requirement of the Commission in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act; (7b) to provide for uncertificated Notes in addition to certificated Notesor in place of (c) to evidence the assumption by a Successor Person of the Issuer's or the Guarantor's covenants and obligations under this Indenture and the Notes then outstanding; (8) d) to mortgagemake any change that, pledge, hypothecate or grant a security interest in favor the good faith judgment of the Trustee for the benefit Board of Directors of the Issuer, would provide any additional rights or benefits to the Holders of or that does not adversely affect the Notes as security for the payment and performance of the Company’s and any Guarantor’s obligations legal rights under this Indenture, in Indenture of 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 pursuant to this Indenture or otherwisesuch Holder; (9e) to add guarantees or security with respect to the Notes; successor Trustee; (f) to evidence and provide for the acceptance of appointment by a (g) to comply with the rules of any applicable Depositary;; or (10h) to conform the text of this Indenture, the Notes or the Guarantees Guarantee to any provision of the “"Description of Notes” " section in of the Offering Memorandum Circular, to the extent that such provision of the “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Notes or the Guarantees as evidenced in an Officers’ Certificate; or (11) Guarantee was intended to make any change that would provide any additional benefit conform to the Holders text of the Notes or that does not adversely affect the rights such "Description of any Holder in any material respect. (b) Notes" section. Upon the request of the CompanyIssuer 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 12.04 and Section 9.067.02 hereof, the Trustee shall join with the Company Issuer and each the Guarantor in the execution of any amended or supplemental Indenture indenture authorized or permitted under by the terms of this Section 9.01 Indenture and to shall 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 indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of the Notes. (a) Notwithstanding Section 9.029.02 of this Indenture, the Company, 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 Holder of a NoteNotes the Company and the Trustee may amend or supplement this Indenture, the Notes or the Subsidiary Guarantees: (1a) to cure any ambiguity, omission, defect or inconsistency, as evidenced in an Officers’ Certificate; (2b) to provide for uncertificated Notes in addition to or in place of certificated Notes; (c) to provide for the assumption of the Company's or a Subsidiary Guarantor's obligations to the Holders of Notes in the Company case of a merger, or any Guarantor consolidation pursuant to Article Five5 or Article 11 hereof, as applicable; (3d) to add to, make any change that would provide any additional rights or eliminate any benefits to the Holders of Notes or that does not adversely affect the provisions legal rights hereunder of this Indenture; provided that any such addition, change or elimination shall become effective only after there are no such Notes entitled to the benefit of such provision outstandingHolder; (4) to evidence the acceptance or appointment by a separate Trustee or successor Trustee with respect to the Notes; (5) to reflect the addition or release of any Guarantor from its Guarantee of the Notes, in the manner provided in this Indenture; (6e) to comply with any requirement requirements of the Commission in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act; (7) to provide for uncertificated Notes in addition to certificated Notes; (8) to mortgage, pledge, hypothecate or grant a security interest in favor of the Trustee for the benefit of the Holders of the Notes as security for the payment and performance of the Company’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 or for the benefit of the Trustee pursuant to this Indenture or otherwise; (9) to comply with the rules of any applicable Depositary; (10) to conform the text of this Indenture, the Notes or the Guarantees to any provision of the “Description of Notes” section in the Offering Memorandum to the extent that such provision of the “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Notes or the Guarantees as evidenced in an Officers’ CertificateTIA; or (11f) to make allow any change that would provide any additional benefit Restricted Subsidiary to Guarantee the Holders of the Notes or that does not adversely affect the rights of any Holder in any material respect. (b) Notes. Upon the written request of the CompanyCompany accompanied by a resolution of its Board of Directors 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 12.04 and Section 9.069.06 hereof, the Trustee shall join with the Company and each Guarantor or the Subsidiary Guarantors in the execution of any amended or supplemental Indenture indenture authorized or permitted under by the terms of this Section 9.01 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 indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of the Notes. (a) Notwithstanding Section 9.025.2, the Company, the Guarantors, any other obligor under the Notes Subsidiary Guarantors and the Trustee may modifyamend, supplement or amend this with respect to the Notes, the Indenture or the Notes without the notice to or consent of any Holder of a NoteHolder: (1) to cure any ambiguity, omission, defect or inconsistency, as evidenced in an Officers’ Certificate; (2) to provide for evidence the succession of another Person to the Company or any Subsidiary Guarantor and the assumption by any such Person of the obligations of the Company or any Guarantor pursuant to such Subsidiary Guarantor, in each case, in accordance with the provisions of Article FiveTen of the Base Indenture; (3) to add to, change or eliminate any additional Events of the provisions of this Indenture; provided that any such addition, change or elimination shall become effective only after there are no such Notes entitled to the benefit of such provision outstandingDefault; (4) to evidence the acceptance or appointment by a separate Trustee or successor Trustee with respect add to the Notescovenants of the Company or any Subsidiary Guarantor for the benefit of the Holders of all the Notes or to surrender any right or power herein conferred upon the Company; (5) to reflect add one or more guarantees for the addition or benefit of Holders of the Notes; (6) to evidence the release of any Subsidiary Guarantor from its Guarantee of the Notes, Notes in accordance with Article Thirteen of the manner provided in Base Indenture (as amended and supplemented by this Supplemental Indenture); (67) to add collateral security with respect to the Notes or any Guarantee; (8) to add or appoint a successor or separate Trustee or other agent; (9) to provide for the issuance of any Additional Notes; (10) to comply with any requirement of requirements in connection with qualifying the Commission in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act; (711) to comply with the rules of any applicable securities depository; (12) 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 as described in Section 163(f)(2)(B) of the Code; (8) to mortgage, pledge, hypothecate or grant a security interest in favor of the Trustee for the benefit of the Holders of the Notes as security for the payment and performance of the Company’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 or for the benefit of the Trustee pursuant to this Indenture or otherwise; (9) to comply with the rules of any applicable Depositary; (1013) to conform the text of this the Indenture, the Notes or any Guarantees to any provision of the Description of Notes set forth in the prospectus supplement dated August 13, 2014 relating to the sale of the Notes, to the extent that such provision in the Description of Notes was intended to set forth, verbatim or in substance, a provision of the Indenture, the Notes or the Guarantees to any provision of the “Description of Notes” section in the Offering Memorandum to the extent that such provision of the “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Notes or the Guarantees as evidenced in an Officers’ CertificateGuarantees; orand (1114) to make change any other provision if the change that would provide any additional benefit to the Holders of the Notes or that does not adversely affect the rights interests of any Holder in any material respect. (b) Upon the request of the Company, and upon receipt by the Trustee of the documents described in Section 12.04 and Section 9.06, the Trustee shall join with the Company and each Guarantor in the execution of any amended or supplemental Indenture authorized or permitted Holder. After an amendment under this Section 9.01 and 5.1 becomes effective, the Company shall mail or electronically deliver to make Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any further appropriate agreements and stipulations that may be therein containeddefect therein, but the Trustee shall not be obligated to enter into such amended impair or supplemental Indenture that affects its own rights, duties or immunities affect the validity of an amendment under this Indenture or otherwiseSection 5.1.

Without Consent of Holders of the Notes. (a) Notwithstanding Section 9.029.2, the Company, 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 Holder Holders, the Issuer, the Guarantors, the Trustee and the Notes Collateral Agent, at any time and from time to time, may enter into one or more indentures supplemental to this Indenture and the Guarantees and may amend the Security Documents and/or the Intercreditor Agreement for any of a Notethe following purposes: (1) to cure evidence the succession of another Person to the Company or any ambiguityGuarantor and the assumption by any such successor of the covenants of the Company or such Guarantor in this Indenture, omissionthe Guarantees, defect or inconsistencythe Notes, as evidenced in an Officers’ Certificatethe Security Documents and the Intercreditor Agreement; (2) to provide for add to the assumption of the obligations covenants of the Company for the benefit of the Holders, or to surrender any Guarantor pursuant to Article Fiveright or power herein conferred upon the Issuer; (3) to add to, change or eliminate any additional Events of the provisions of this Indenture; provided that any such addition, change or elimination shall become effective only after there are no such Notes entitled to the benefit of such provision outstandingDefault; (4) to evidence the acceptance or appointment by a separate Trustee or successor Trustee with respect to the Notes; (5) to reflect the addition or release of any Guarantor from its Guarantee of the Notes, in the manner provided in this Indenture; (6) to comply with any requirement of the Commission in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act; (7) to provide for uncertificated Notes in addition to certificated or in place of the Certificated Notes; (5) to evidence and provide for the acceptance of appointment under this Indenture by a successor Trustee; (6) to provide for or confirm the issuance of Additional Notes in accordance with the terms of this Indenture; (7) to cure any ambiguity, defect, omission, mistake or inconsistency; (8) to mortgage, pledge, hypothecate make any other provisions with respect to matters or grant a security interest in favor of questions arising under this Indenture; provided that such actions pursuant to this clause shall not adversely affect the Trustee for the benefit interests of the Holders in any material respect, as determined in good faith by the Board of the Notes as security for the payment and performance Directors of the Company’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 or for the benefit of the Trustee pursuant to this Indenture or otherwise; (9) to comply with the rules of any applicable Depositary; (10) to conform the text of this Indenture, the Notes Notes, the Security Documents or the Guarantees Intercreditor Agreement to any provision of the “Description of New Notes” section in the Offering Memorandum Memorandum; (10) to the extent that such provision add any additional Guarantee of the “Description of Notes” was intended Notes as provided in this Indenture or otherwise or to be a verbatim recitation of a provision of release Guarantees or Guarantors when permitted by this Indenture, the Notes or the Guarantees as evidenced in an Officers’ Certificate; or; (11) to make provide for the succession of any change that would provide any additional benefit parties to the Holders Note 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 Notes Credit Agreement or any other agreement that does is not adversely affect the rights of any Holder in any material respect.prohibited by this Indenture; (b12) Upon to provide for the request release or addition of Liens on Collateral in accordance with the Companyterms of, and upon receipt as permitted by, this Indenture and the Security Documents; (13) to make, complete or confirm any grant of Liens on Collateral, including to secure any Obligations, to the extent permitted by the Trustee of Note Documents; or (14) to add additional secured parties with respect to the documents described in Section 12.04 and Section 9.06, Obligations to any Security Documents to the Trustee shall join with the Company and each Guarantor in the execution of any amended or supplemental Indenture authorized or extent permitted under this Section 9.01 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 otherwisethereunder.

Without Consent of Holders of the Notes. (a) Notwithstanding Section 9.029.02 hereof, the CompanyIssuer, the Guarantors, any other obligor under as applicable, the Notes Trustee and the Trustee Collateral Trustee, as applicable, may modifyamend or supplement this Indenture, supplement or amend this Indenture the Notes, the Noteholder Collateral Platform Guarantees or the Notes Security Documents without the consent of any Holder of a NoteHolder: (1a) to cure any ambiguity, omission, defect or inconsistency, as evidenced in an Officers’ Certificate; (2) to provide for the assumption of the obligations of the Company or any Guarantor pursuant to Article Five; (3) to add to, change or eliminate any of the provisions of this Indenture; provided that any such addition, change or elimination shall become effective only after there are no such Notes entitled to the benefit of such provision outstanding; (4) to evidence the acceptance or appointment by a separate Trustee or successor Trustee with respect to the Notes; (5) to reflect the addition or release of any Guarantor from its Guarantee of the Notes, in the manner provided in this Indenture; (6) to comply with any requirement of the Commission in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act; (7b) to provide for uncertificated Notes in addition to or in place of certificated Notes; (8) c) to mortgage, pledge, hypothecate or grant evidence the assumption by a security interest in favor Successor Person of the Trustee for the benefit covenants and obliga- tions of the Holders of Issuer or any Guarantor under this Indenture and the Notes as security for then outstanding or the payment and performance of the Company’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 or for the benefit of the Trustee pursuant to this Indenture or otherwiseNoteholder Collateral Platform Guarantees; (9d) 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; (e) to add guarantees or security with respect to the Notes; (f) to evidence and provide for the acceptance of appointment by a successor Trus- tee; (g) to comply with the rules of any applicable Depositary; (10h) to conform the text of this IndentureIndenture or the Notes, the Notes Noteholder Collateral Plat- form Guarantees or the Guarantees Security Documents to any provision of the “Description of Notes” section in Sec- tion of the Offering Memorandum Memorandum, to the extent that such provision of the “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Notes Notes, the Noteholder Collateral Platform Guarantees or the Guarantees as evidenced in an Officers’ CertificateSecurity Documents was intended to conform to the text of such “Description of Notes” section; or (11i) to make any change that would provide any additional benefit to for the Holders issuance of the Additional Notes or that does not adversely affect the rights of any Holder in any material respect. (b) accordance with this Indenture. Upon the request of the CompanyIssuer 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 12.04 and Section 9.0614.02 hereof, the Trustee shall join with the Company Issuer and each Guarantor the Guarantors, as applicable, in the execution of any amended or supplemental Indenture indenture authorized or permitted under by the terms of this Section 9.01 Indenture and to shall 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 in- denture that affects its own rights, duties duties, liabilities or immunities under this Indenture or otherwise.

Without Consent of Holders of the Notes. (aSubject to Section 5.3(a) Notwithstanding of the Intercreditor Agreement and notwithstanding Section 9.029.2 of this Indenture, the Company, 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 Holder Holders, the Issuer, the Guarantors and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental to this Indenture, the Guarantees and the Security Documents for any of a Notethe following purposes: (1) to cure evidence the succession of another Person to the Company or any ambiguityGuarantor and the assumption by any such successor of the covenants of the Company or such Guarantor in this Indenture, omissionthe Guarantees, defect or inconsistency, as evidenced in an Officers’ Certificatethe Security Documents and the Notes; (2) to provide for add to the assumption of the obligations covenants of the Company for the benefit of the Holders, or to surrender any Guarantor pursuant to Article Fiveright or power herein conferred upon the Issuer; (3) to add to, change or eliminate any additional Events of the provisions of this Indenture; provided that any such addition, change or elimination shall become effective only after there are no such Notes entitled to the benefit of such provision outstandingDefault; (4) to evidence the acceptance or appointment by a separate Trustee or successor Trustee with respect to the Notes; (5) to reflect the addition or release of any Guarantor from its Guarantee of the Notes, in the manner provided in this Indenture; (6) to comply with any requirement of the Commission in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act; (7) to provide for uncertificated Notes in addition to certificated or in place of the Certificated Notes; (5) to evidence and provide for the acceptance of appointment under this Indenture and the Security Documents by a successor Trustee or Collateral Agent; (6) to provide for or confirm the issuance of Additional Notes in accordance with the terms of this Indenture; (7) to add to the Collateral securing the Notes, to add a Guarantor or to release a Guarantor in accordance with this Indenture; (8) to cure any ambiguity, defect, omission, mistake or inconsistency; (9) to make any other provisions with respect to matters or questions arising under this Indenture; provided that such actions pursuant to this clause shall not adversely affect the interests of the Holders in any material respect, as determined in good faith by the Board of Directors of the Company; (10) to conform the text of this Indenture, the Security Documents or the Notes to any provision of the “Description of Notes” in the Offering Memorandum to the extent that the Trustee has received an Officers’ Certificate stating that such text constitutes an unintended conflict with the description of the corresponding provision in the “Description of Notes”; (11) to mortgage, pledge, hypothecate or grant a security interest any other Lien in favor of the Trustee Collateral Agent for the benefit of the Trustee on behalf of the Holders of the Notes Notes, as additional security for the payment and performance of all or any portion of the Company’s and any Guarantor’s obligations under this IndentureSecond Lien Obligations, in any property or assets, including any of which are required to be mortgaged, pledged or hypothecated, or in which a security interest Lien is required to be granted to or for the benefit of the Trustee or the Collateral Agent pursuant to this Indenture Indenture, any of the Security Documents or otherwise; (912) to comply with release Collateral from the rules of any applicable Depositary; (10) to conform the text Lien of this Indenture, Indenture and the Notes Security Documents when permitted or required by the Guarantees to any provision of the “Description of Notes” section in the Offering Memorandum to the extent that such provision of the “Description of Notes” was intended to be a verbatim recitation of a provision of Security Documents or this Indenture, the Notes or the Guarantees as evidenced in an Officers’ Certificate; or (1113) to make secure any change that would provide any additional benefit Permitted Additional Pari Passu Obligations under the Security Documents and to appropriately include the Holders of the Notes or that does not adversely affect the rights of any Holder in any material respect. (b) Upon the request of the Company, and upon receipt by the Trustee of the documents described in Section 12.04 and Section 9.06, the Trustee shall join with the Company and each Guarantor same in the execution of any amended or supplemental Indenture authorized or permitted under this Section 9.01 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 otherwiseIntercreditor Agreement.

Without Consent of Holders of the Notes. (a) Notwithstanding Section 9.02, the Company, the Guarantors, any other obligor under the Notes The Issuer and the Trustee may modify, enter into a supplemental indenture in order to amend or supplement or amend this Indenture or the Notes or any Note Document without notice to or the consent of any Holder of a Noteto: (1a) to cure any ambiguity, omission, defect mistake, defect, error or inconsistency, as evidenced in an Officers’ Certificate;inconsistency or reduce the minimum denomination of the Notes; (2b) to provide for the assumption by a Successor Company of the obligations of the Company Issuer or a Guarantor under any Guarantor pursuant to Article Five; (3) to add to, change Note Document or eliminate any of the provisions of this Indenture; provided that any such addition, change or elimination shall become effective only after there are no such Notes entitled to the benefit of such provision outstanding; (4) to evidence the acceptance or appointment by a separate Trustee or successor Trustee with respect to the Notes; (5) to reflect the addition or release of any Guarantor from its Guarantee of the Notes, in the manner provided in this Indenture; (6) to comply with any requirement of the Commission in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act;Section 5.01; (7c) to provide for uncertificated Notes in addition to or in place of certificated Notes;Notes or to alter the provisions of this Indenture relating to the form of the Notes (including related definitions); (8) to mortgage, pledge, hypothecate d) add or grant modify the covenants or provide for a security interest in favor of the Trustee Guarantee for the benefit of the Holders of or surrender any right or power conferred upon the Notes as security for the payment and performance of the Company’s and Issuer or 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 or for the benefit of the Trustee pursuant to this Indenture or otherwise;Subsidiary; (9e) to comply with the rules of any applicable Depositary; (10) to conform the text of this Indenture, the Notes or the Guarantees to any provision of the “Description of Notes” section in the Offering Memorandum to the extent that such provision of the “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Notes or the Guarantees as evidenced in an Officers’ Certificate; or (11) to make any change (including changing the CUSIP or other identifying number on any Notes) that would provide any additional benefit rights or benefits to the Holders of the Notes or that does not materially and adversely affect the rights of any Holder in any material respect.respect; (bf) Upon the request comply with any requirement of the CompanySEC in connection with the qualification of this Indenture under the Trust Indenture Act; (g) make such provisions as necessary for the issuance of Additional Notes in accordance with the terms of this Indenture; (h) secure the Notes and/or the related Guarantees or add collateral thereto; (i) add an obligor or a Guarantor under this Indenture; (j) 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; (k) evidence and upon receipt provide for the acceptance and appointment under this Indenture of a successor Trustee or successor Paying Agent thereunder pursuant to the requirements thereof or to provide for the accession by the Trustee to any Note Document; (l) make any amendment to the provisions of this Indenture relating to the transfer and legending or delegending of Notes as permitted by this Indenture, 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; (m) comply with the rules and procedures of any applicable securities depositary, including with respect to delegending Notes pursuant to clause (l) above; provided, however, that such amendment does not materially and adversely affect the rights of Holders to transfer the Notes; and (n) conform any provision of the documents described in Section 12.04 and Section 9.06, Note Documents to the Trustee shall join with section of the Company and each Guarantor in Offering Memorandum under the execution caption “Description of any amended or supplemental Indenture authorized or permitted under this Section 9.01 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 otherwisenotes.”

Without Consent of Holders of the Notes. (a) Notwithstanding Section 9.029.2, without the consent of any Holders, the Company, the Guarantors, any other obligor under the Notes Subsidiary Guarantors and the Trustee Trustee, at any time and from time to time, may modifyamend or supplement this Indenture, supplement or amend this Indenture the Note Guarantees or the Notes without issued hereunder for any of the consent of any Holder of a Note: following purposes: (1) to evidence the succession of another Person to the Company or a Subsidiary Guarantor under this Indenture, Notes or the applicable Note Guarantee, and the assumption by any such successor of the covenants of the Company or such Subsidiary Guarantor under this Indenture, Notes and in such Note Guarantee in accordance with Section 5.1; (2) to add to the covenants of the Company or any Subsidiary Guarantor for the benefit of the Holders of the Notes or to surrender any right or power conferred upon the Company or any Subsidiary Guarantor, as applicable, in this Indenture, in the Notes or in any Note Guarantee; (3) to cure any ambiguity, omissionor to correct or supplement any provision in this Indenture or in any supplemental indenture, defect or inconsistency, as evidenced in an Officers’ Certificate; (2) to provide for the assumption of the obligations of the Company Notes or any Guarantor pursuant to Article Five; (3) to add to, change Note Guarantee which may be defective or eliminate inconsistent with any of the provisions of other provision in this Indenture, the Notes or any Note Guarantee; provided that any such addition, change or elimination shall become effective only after there are no such Notes entitled to the benefit of such provision outstanding; (4) to evidence the acceptance make any change that would provide any additional rights or appointment by a separate Trustee or successor Trustee with respect benefits to the Holders of the Notes; ; (5) to reflect make any other provisions with respect to matters or questions arising under this Indenture, the addition Notes or release of any Guarantor from its Guarantee Note Guarantee; provided that, in each case, such provisions shall not adversely affect the rights of the Notes, Holders of the Notes in the manner provided in this Indenture; any material respect; (6) to comply with any requirement the requirements of the Commission SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act; Act of 1939 (15 U.S. Code §§ 77aaa-77bbbb), as amended, if applicable; (7) to add a Subsidiary Guarantor under this Indenture or otherwise provide for uncertificated Notes in addition to certificated a Note Guarantee of the Notes; ; (8) to evidence and provide the acceptance of the appointment of a successor Trustee under this Indenture; (9) to mortgage, pledge, hypothecate or grant a security interest in favor of the Trustee for the benefit of the Holders of the Notes as security for the payment and performance of the Company’s and any Subsidiary Guarantor’s obligations under this Indenture, in any property property, or assets, including any of which are required ; (10) to be mortgaged, pledged or hypothecated, or in which a security interest is required to be granted to or provide for the benefit issuance of the Trustee pursuant to Additional Notes under this Indenture or otherwise; in accordance with the terms and subject to the limitations set forth in this Indenture; (911) to comply with the rules of any applicable Depositary; ; or (1012) to conform the text of this Indenture, the Notes or the Note Guarantees to any provision of the “Description of Notesnotes” section in of the Offering Memorandum Memorandum, as certified in an Officer’s Certificate delivered to the extent that such provision of the “Description of Notes” was intended to be a verbatim recitation of a provision of Trustee. After an amendment under this IndentureIndenture becomes effective, the Notes or the Guarantees as evidenced in an Officers’ Certificate; or (11) Company shall deliver to make any change that would provide any additional benefit to the Holders of the Notes a notice briefly describing such amendment. However, the failure to give such notice to all Holders, or that does any defect therein, will not adversely impair or affect the rights of any Holder in any material respect. (b) Upon the request validity of the Company, and upon receipt by the Trustee of the documents described in Section 12.04 and Section 9.06, the Trustee shall join with the Company and each Guarantor in the execution of any amended or supplemental Indenture authorized or permitted under this Section 9.01 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 otherwiseamendment.

Without Consent of Holders of the Notes. (a) Notwithstanding Section 9.029.2, without the consent of any Holders, the Company, the Guarantors, any other obligor under the Notes Subsidiary Guarantors and the Trustee Trustee, at any time and from time to time, may modifyamend or supplement this Indenture, supplement or amend this Indenture the Note Guarantees or the Notes without issued hereunder for any of the consent of any Holder of a Notefollowing purposes: (1) to cure evidence the succession of another Person to the Company or a Subsidiary Guarantor under this Indenture, Notes or the applicable Note Guarantee, and the assumption by any ambiguitysuch successor of the covenants of the Company or such Subsidiary Guarantor under this Indenture, omission, defect or inconsistency, as evidenced Notes and in an Officers’ Certificatesuch Note Guarantee in accordance with Section 5.1; (2) to provide for add to the assumption of the obligations covenants of the Company or any Subsidiary Guarantor pursuant for the benefit of the Holders of the Notes or to Article Fivesurrender any right or power conferred upon the Company or any Subsidiary Guarantor, as applicable, in this Indenture, in the Notes or in any Note Guarantee; (3) to add tocure any ambiguity, change or eliminate to correct or supplement any of provision in this Indenture or in any supplemental indenture, the provisions of Notes or any Note Guarantee which may be defective or inconsistent with any other provision in this Indenture; provided that , the Notes or any such addition, change or elimination shall become effective only after there are no such Notes entitled to the benefit of such provision outstandingNote Guarantee; (4) to evidence make any change that would provide any additional rights or benefits to the acceptance or appointment by a separate Trustee or successor Trustee with respect to Holders of the Notes; (5) to reflect make any other provisions with respect to matters or questions arising under this Indenture, the addition Notes or release of any Guarantor from its Guarantee Note Guarantee; provided that, in each case, such provisions shall not adversely affect the rights of the Notes, Holders of the Notes in the manner provided in this Indentureany material respect; (6) to comply with any requirement the requirements of the Commission SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture ActAct of 1939 (15 U.S. Code §§ 77aaa-77bbbb), as amended, if applicable; (7) to add a Subsidiary Guarantor under this Indenture or otherwise provide for uncertificated Notes in addition to certificated a Note Guarantee of the Notes; (8) to evidence and provide the acceptance of the appointment of a successor Trustee under this Indenture; (9) to mortgage, pledge, hypothecate or grant a security interest in favor of the Trustee for the benefit of the Holders of the Notes as security for the payment and performance of the Company’s and any Subsidiary Guarantor’s obligations under this Indenture, in any property 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 pursuant to this Indenture or otherwise; (910) to provide for the issuance of Additional Notes under this Indenture in accordance with the terms and subject to the limitations set forth in this Indenture; (11) to comply with the rules of any applicable Depositary; (1012) to release any Subsidiary Guarantor from its Note Guarantee pursuant to this Indenture when permitted or required by this Indenture; (13) to release and discharge any Lien securing the Notes when permitted or required by this Indenture (including pursuant to Section 4.12(b)); or (14) to conform the text of this Indenture, the Notes or the Note Guarantees to any provision of the “Description of Notesnotes” section in of the Offering Memorandum Memorandum, as certified in an Officer’s Certificate delivered to the extent that such provision of the “Description of Notes” was intended to be a verbatim recitation of a provision of Trustee. After an amendment under this IndentureIndenture becomes effective, the Notes or the Guarantees as evidenced in an Officers’ Certificate; or (11) Company shall deliver to make any change that would provide any additional benefit to the Holders of the Notes a notice briefly describing such amendment. However, the failure to give such notice to all Holders, or that does any defect therein, will not adversely impair or affect the rights of any Holder in any material respect. (b) Upon the request validity of the Company, and upon receipt by the Trustee of the documents described in Section 12.04 and Section 9.06, the Trustee shall join with the Company and each Guarantor in the execution of any amended or supplemental Indenture authorized or permitted under this Section 9.01 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 otherwiseamendment.

Without Consent of Holders of the Notes. (a) Notwithstanding Section 9.02, the Company, the Guarantors, any other obligor under the Notes and the Trustee may modify, supplement or amend this Indenture or the Notes without Without the consent of any Holder Holders, the Issuers, the Guarantors and the Trustee (and, if applicable, the Collateral Agent) upon receipt by the Trustee of a Notean Officers’ Certificate and an Opinion of Counsel reasonably acceptable to the Trustee that such supplement or amendment is permitted under this Section 9.1, at any time and from time to time, may enter into one or more indentures supplemental to this Indenture and the Guarantees or amend any Security Document for any of the following purposes: (1) to cure evidence the succession of another Person (including a Surviving Entity) to an Issuer and the assumption by any ambiguity, omission, defect or inconsistency, as evidenced such successor of the covenants of an Issuer in an Officers’ Certificatethis Indenture and the Guarantees and in the Notes; (2) to provide add to the covenants for the assumption benefit of the obligations of Holders, or to surrender any right or power herein conferred upon the Company Issuers or any Guarantor pursuant to Article FiveGuarantors; (3) to add to, change or eliminate any additional Events of the provisions of this Indenture; provided that any such addition, change or elimination shall become effective only after there are no such Notes entitled to the benefit of such provision outstandingDefault; (4) to evidence provide for uncertificated Notes in addition to or in place of the acceptance or appointment by a separate Trustee or successor Trustee with respect to the certificated Notes; (5) to reflect evidence and provide for the addition or release acceptance of any Guarantor from its Guarantee of the Notes, in the manner provided in appointment under this IndentureIndenture by a successor Trustee; (6) to comply provide for or confirm the issuance of Additional Notes in accordance with the terms of this Indenture; (7) to add a Guarantor or to release a Guarantor in accordance with this Indenture and to add or release assets as Collateral in accordance with this Indenture and the Security Documents (including any requirement releases that are required pursuant to the terms of the Commission Intercreditor Agreement); (8) to cure any ambiguity, defect, omission, mistake or inconsistency; (9) to make any other provisions with respect to matters or questions arising under this Indenture; provided that such actions pursuant to this clause (9) shall not adversely affect the interests of the Holders in order any material respect, as determined in good faith by the Board of Directors of the Parent; (10) to conform the text of this Indenture or the Notes to any provision of the “Description of Notes” in the Offering Memorandum to the extent that the Trustee has received an Officers’ Certificate and an Opinion of Counsel reasonably acceptable to the Trustee stating that such text constitutes an unintended conflict with the description of the corresponding provision in the “Description of Notes”; (11) to effect or maintain the qualification of this Indenture under the Trust Indenture ActTIA; (712) to provide for uncertificated Notes in addition to certificated Notes; (8) to mortgage, pledge, hypothecate or grant a security interest in favor of the Trustee for the benefit of the Holders of the Notes as security for the payment and performance of the Company’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 or for the benefit of the Trustee secure additional Permitted Additional Pari Passu Obligations pursuant to this Indenture or otherwise; (9) to comply by Liens ranking pari passu with the rules of any applicable Depositary; (10) to conform the text of this Indenture, Liens securing the Notes or and the Guarantees to any provision of the “Description of Notes” section in the Offering Memorandum to the extent that such provision of the “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Notes or the Guarantees as evidenced in an Officers’ CertificateNote Guarantees; or (1113) to make amend any change that would provide Security Document to eliminate any additional benefit assets purported to the Holders of the Notes or that does be secured thereby which are not adversely affect the rights of any Holder in any material respect. (b) Upon the request of the Company, and upon receipt actually owned by the Trustee of Issuers or the documents described in Section 12.04 Guarantors and Section 9.06, were not owned by the Trustee shall join with Issuers or the Company and each Guarantor in Guarantors at the execution of any amended or supplemental Indenture authorized or permitted under this Section 9.01 and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into time such amended or supplemental Indenture that affects its own rights, duties or immunities under this Indenture or otherwiseSecurity Document was entered into.

Without Consent of Holders of the Notes. (a) Notwithstanding Section 9.029.2 of this Indenture, the Company, 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 Holder Holders, the Issuer, the Guarantors and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental to this Indenture and the Note Guarantees for any of a Notethe following purposes: (1) to cure evidence the succession of another Person to the Company and the assumption by any ambiguitysuch Successor Entity of the covenants of the Company in this Indenture, omission, defect or inconsistency, as evidenced in an Officers’ Certificatethe Note Guarantees and the Notes; (2) to provide for add to the assumption of the obligations covenants of the Company for the benefit of the Holders, or to surrender any Guarantor pursuant to Article Fiveright or power herein conferred upon the Issuer; (3) to add to, change or eliminate any additional Events of the provisions of this Indenture; provided that any such addition, change or elimination shall become effective only after there are no such Notes entitled to the benefit of such provision outstandingDefault; (4) to evidence the acceptance or appointment by a separate Trustee or successor Trustee with respect to the Notes; (5) to reflect the addition or release of any Guarantor from its Guarantee of the Notes, in the manner provided in this Indenture; (6) to comply with any requirement of the Commission in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act; (7) to provide for uncertificated Notes in addition to or in place of the certificated Notes; (5) to evidence and provide for the acceptance of appointment under this Indenture by a successor Trustee; (6) to provide for or confirm the issuance of Additional Notes in accordance with the terms of this Indenture; (7) to add a Guarantor or to release a Guarantor in accordance with this Indenture; (8) to mortgagecure any ambiguity, pledgedefect, hypothecate omission, mistake or grant a security interest in favor of the Trustee for the benefit of the Holders of the Notes as security for the payment and performance of the Company’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 or for the benefit of the Trustee pursuant to this Indenture or otherwiseinconsistency; (9) to comply make any other provisions with respect to matters or questions arising under this Indenture; provided that such actions pursuant to this clause (9) shall not adversely affect the rules interests of the Holders in any applicable Depositarymaterial respect, as determined in good faith by the Board of Directors of the Company; (10) to conform the text of this Indenture, Indenture or the Notes or the Guarantees to any provision of the “Description of Notes” section in the Offering Memorandum to the extent that the Trustee has received an Officers’ Certificate stating that such text constitutes an unintended conflict with the description of the corresponding provision of in the “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Notes or the Guarantees as evidenced in an Officers’ Certificate”; or (11) to make any change that would provide any additional benefit to effect or maintain the Holders qualification of the Notes or that does not adversely affect Indenture under the rights of any Holder in any material respectTIA. (b) Upon the request of the Company, and upon receipt by the Trustee of the documents described in Section 12.04 and Section 9.06, the Trustee shall join with the Company and each Guarantor in the execution of any amended or supplemental Indenture authorized or permitted under this Section 9.01 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.

Without Consent of Holders of the Notes. (a) Notwithstanding Section 9.029.2 of this Indenture, the Company, 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 Holder Holders, the Issuer (on behalf of a Noteitself and the Guarantors) and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental to this Indenture, the Notes, the Guarantees and the Security Documents for any of the following purposes: (1) to cure evidence the succession of another Person to the Issuer or Parent and the assumption by any ambiguitysuch successor of the covenants of Parent or the Issuer in this Indenture, omissionthe Guarantees, defect or inconsistency, as evidenced in an Officers’ Certificatethe Security Documents and the Notes; (2) to provide add to the covenants of the Issuer or Parent for the assumption benefit of the obligations of Holders, or to surrender any right or power herein conferred upon the Company Issuer or any Guarantor pursuant to Article FiveParent; (3) to add to, change or eliminate any additional Events of the provisions of this Indenture; provided that any such addition, change or elimination shall become effective only after there are no such Notes entitled to the benefit of such provision outstandingDefault; (4) to evidence the acceptance or appointment by a separate Trustee or successor Trustee with respect to the Notes; (5) to reflect the addition or release of any Guarantor from its Guarantee of the Notes, in the manner provided in this Indenture; (6) to comply with any requirement of the Commission in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act; (7) to provide for uncertificated Notes in addition to or in place of the certificated Notes; (5) to evidence and provide for the acceptance of appointment under this Indenture by a successor Trustee or Collateral Agent; (6) to provide for or confirm the issuance of Additional Notes in accordance with the terms of this Indenture; (7) to add to the Collateral securing the Notes, to add a Guarantor or to release a Guarantor in accordance with this Indenture; (8) to cure any ambiguity, defect, omission, mistake or inconsistency in the Indenture, the Notes, the Guarantees or the Security Documents; (9) to make any other provisions with respect to matters or questions arising under this Indenture, provided that such actions pursuant to this clause shall not adversely affect the interests of the Holders in any material respect, as determined in good faith by the Board of Directors of Parent; (10) to conform the text of this Indenture, the Notes, the Guarantees or the Security Documents to any provision of the “Description of Notes” in the Offering Memorandum to the extent that the Trustee has received an Officers’ Certificate stating that such text constitutes an unintended conflict with the description of the corresponding provision in the “Description of Notes”; (11) to mortgage, pledge, hypothecate or grant a security interest any other Lien in favor of the Trustee Collateral Agent for the benefit of the Trustee on behalf of the Holders of the Notes Notes, as additional security for the payment and performance of all or any portion of the Company’s and any Guarantor’s obligations Obligations under this IndentureIndenture and the Notes, in any property or assets, including any of which are required to be mortgaged, pledged or hypothecated, or in which a security interest Lien is required to be granted to or for the benefit of the Trustee or the Collateral Agent pursuant to this Indenture Indenture, any of the Security Documents or otherwise; (912) 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, the ABL Intercreditor Agreement, the Pari Passu Lien Intercreditor Agreement or this Indenture; (13) to secure any Additional Secured Obligations under the Security Documents and to appropriately include the same in the ABL Intercreditor Agreement and the Pari Passu Lien Intercreditor Agreement; (14) to comply with the rules of any applicable Depositarysecurities depositary; (1015) to conform make any amendment to the text provisions of this IndentureIndenture relating to the transfer and legending of Notes, including, without limitations, to facilitate the Notes or the Guarantees to any provision issuance and administration of the “Description Notes; provided, however, that compliance with this Indenture as so amended would not result in Notes being transferred in violation of Notes” section in the Offering Memorandum Securities Act or any applicable securities law; (16) to provide for the succession of any parties to the extent Security Documents (and other amendments that such provision 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 “Description of Notes” was intended to be a verbatim recitation of a provision of any agreement that is not prohibited by this Indenture, the Notes or the Guarantees as evidenced in an Officers’ Certificate; or (1117) to make any change that would provide any additional benefit to the Holders of the Notes or this Indenture that does not adversely affect the rights of the holders as determined by the Issuer as set forth in an Officers’ Certificate. Without the consent of any Holder in any material respect. (b) Upon Holders, the Trustee shall, at the request of the CompanyIssuer, and upon receipt by the Trustee of the documents described in Section 12.04 and Section 9.06, the Trustee shall join with the Company and each Guarantor in the execution of any amended or supplemental Indenture authorized or permitted under this Section 9.01 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 otherwisethe Pari Passu Lien Intercreditor Agreement.

Without Consent of Holders of the Notes. (a) Notwithstanding Section 9.029.2, the Company, 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 Holder Holders, the Issuer, the Co-Issuer, the Subsidiary Guarantors and the Trustee, at any time and from time to time, may amend or supplement this Indenture, the Subsidiary Guarantees or the Notes issued hereunder for any of a Notethe following purposes: (1) to cure evidence the succession of another Person to the Issuer, the Co-Issuer or a Subsidiary Guarantor under this Indenture, Notes or the applicable Subsidiary Guarantee, and the assumption by any ambiguitysuch successor of the covenants of the Issuer, omissionthe Co-Issuer or such Subsidiary Guarantor under this Indenture, defect or inconsistency, as evidenced Notes and in an Officers’ Certificatesuch Subsidiary Guarantee in accordance with Section 5.1; (2) to provide add to the covenants of the Issuers or any Subsidiary Guarantor for the assumption benefit of the obligations Holders of the Company Notes or to surrender any right or power conferred upon the Issuers or any Guarantor pursuant to Article FiveSubsidiary Guarantor, as applicable, in this Indenture, in the Notes or in any Subsidiary Guarantee; (3) to add tocure any ambiguity, change or eliminate to correct or supplement any of provision in this Indenture or in any supplemental indenture, the provisions of Notes or any Subsidiary Guarantee which may be defective or inconsistent with any other provision in this Indenture; provided that , the Notes or any such addition, change or elimination shall become effective only after there are no such Notes entitled to the benefit of such provision outstandingSubsidiary Guarantee; (4) to evidence make any change that would provide any additional rights or benefits to the acceptance or appointment by a separate Trustee or successor Trustee with respect to Holders of the Notes; (5) to reflect make any other provisions with respect to matters or questions arising under this Indenture, the addition Notes or release of any Guarantor from its Guarantee Subsidiary Guarantee; provided that, in each case, such provisions shall not adversely affect the interest of the Notes, Holders of the Notes in the manner provided in this Indentureany material respect; (6) to comply with any requirement the requirements of the Commission SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture ActAct of 1939 (15 U.S. Code §§ 77aaa-77bbbb), as amended; (7) to add a Subsidiary Guarantor under this Indenture or otherwise provide for uncertificated Notes in addition to certificated a Guarantee of the Notes; (8) to evidence and provide the acceptance of the appointment of a successor Trustee under this Indenture; (9) 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 Issuers’ and any Subsidiary Guarantor’s obligations under this Indenture, in any property 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 pursuant to this Indenture or otherwise; (910) to provide for the issuance of Additional Notes under this Indenture in accordance with the terms and subject to the limitations set forth in this Indenture; (11) to comply with the rules of any applicable Depositary;; or (1012) to conform the text of this Indenture, the Notes or the Subsidiary Guarantees to any provision of the “Description of Notesnotes” section in of the Offering Memorandum to the extent that such provision of the “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Notes or the Guarantees as evidenced certified in an Officers’ Certificate; or (11) to make any change that would provide any additional benefit Officer’s Certificate delivered to the Trustee. After an amendment under this Indenture becomes effective, the Issuer shall deliver to Holders of the Notes a notice briefly describing such amendment. However, the failure to give such notice to all Holders, or that does any defect therein, will not adversely impair or affect the rights of any Holder in any material respect. (b) Upon the request validity of the Company, and upon receipt by the Trustee of the documents described in Section 12.04 and Section 9.06, the Trustee shall join with the Company and each Guarantor in the execution of any amended or supplemental Indenture authorized or permitted under this Section 9.01 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 otherwiseamendment.

Without Consent of Holders of the Notes. (a) Notwithstanding Section 9.029.2 of this Indenture, the Company, 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 Holder Holders, the Issuers, the Guarantors and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental to this Indenture, the Guarantees and the Security Documents for any of a Notethe following purposes: (1) to cure evidence the succession of another Person to either Issuer or any ambiguityGuarantor and the assumption by any such successor of the covenants of such Issuer or such Guarantor in this Indenture, omissionthe Guarantees, defect or inconsistency, as evidenced in an Officers’ Certificatethe Security Documents and the Notes; (2) to provide add to the covenants of the Issuers or the Guarantors for the assumption benefit of the obligations of Holders, or to surrender any right or power herein conferred upon the Company Issuers or any Guarantor pursuant to Article Fivethe Guarantors; (3) to add to, change or eliminate any additional Events of the provisions of this Indenture; provided that any such addition, change or elimination shall become effective only after there are no such Notes entitled to the benefit of such provision outstandingDefault; (4) to evidence the acceptance or appointment by a separate Trustee or successor Trustee with respect to the Notes; (5) to reflect the addition or release of any Guarantor from its Guarantee of the Notes, in the manner provided in this Indenture; (6) to comply with any requirement of the Commission in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act; (7) to provide for uncertificated Notes in addition to or in place of the certificated Notes; (5) to evidence and provide for the acceptance of appointment under this Indenture and the Security Documents by a successor Trustee or Collateral Agent; (6) to provide for or confirm the issuance of Additional Notes in accordance with the terms of this Indenture; (7) to add to the Collateral securing the Notes, to add a Guarantor or to release a Guarantor in accordance with this Indenture; (8) to cure any ambiguity, defect, omission, mistake or inconsistency, (9) to make any other provisions with respect to matters or questions arising under this Indenture, provided that such actions pursuant to this clause shall not adversely affect the interests of the Holders in any material respect, as determined in good faith by the Board of Directors of the Company; (10) to conform the text of this Indenture, the Security Documents or the Notes to any provision of the “Description of the Notes” in the Offering Circular to the extent that the Trustee has received an Officers’ Certificate stating that such text constitutes an unintended conflict with the description of the corresponding provision in the “Description of the Notes”; (11) to mortgage, pledge, hypothecate or grant a security interest any other Lien in favor of the Trustee Collateral Agent for the benefit of the Trustee on behalf of the Holders of the Notes Notes, as additional security for the payment and performance of all or any portion of the Company’s and any Guarantor’s obligations Note Obligations under this IndentureIndenture and the Notes, in any property or assets, including any of which are required to be mortgaged, pledged or hypothecated, or in which a security interest Lien is required to be granted to or for the benefit of the Trustee or the Collateral Agent pursuant to this Indenture Indenture, any of the Security Documents or otherwise; (912) to comply with provide for the rules release of any applicable Depositary; (10) to conform Collateral from the text Lien of this IndentureIndenture and the Security Documents when permitted or required by the Security Documents, the Notes Intercreditor Agreements or the Guarantees to any provision of the “Description of Notes” section in the Offering Memorandum to the extent that such provision of the “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Notes or the Guarantees as evidenced in an Officers’ Certificate; or (1113) to make secure any change that would provide any additional benefit Permitted Additional Pari Passu Obligations under the Security Documents and to appropriately include the Holders of same in the Notes or that does not adversely affect the rights of any Holder in any material respect. (b) Intercreditor Agreements. Upon the request of the CompanyIssuers 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 12.04 and Section 9.067.2 hereof, the Trustee shall join with the Company Issuer and each Guarantor the Guarantors in the execution of any amended or supplemental Indenture indenture authorized or permitted under by the terms of this Section 9.01 Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall have the right, but not be obligated to to, enter into such amended or supplemental Indenture indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, (a) neither an Opinion of Counsel nor 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, (b) no supplemental indenture shall be required to waive an Event of Default described in clause (6) of Section 6.1 if the event of default or payment default triggering such Event of Default shall be cured or waived within 30 days after such Event of Default arose (which waiver shall occur automatically), and (c) no supplemental indenture shall be required to amend the Security Documents to permit Permitted Additional Pari Passu Obligations to be secured under such Security Documents (it being understood that the Trustee, the Collateral Agent and the Security Trustee shall enter into such amendments upon receipt of a written request from the Issuers therefor).

Without Consent of Holders of the Notes. (a) Notwithstanding Section 9.029.2, the Company, 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 Holder Holders, the Issuer, Holdings, the Subsidiary Guarantors and the Trustee, at any time and from time to time, may amend or supplement this Indenture, the Parent Guarantee, the Subsidiary Guarantees or the Notes issued hereunder for any of a Notethe following purposes: (1) to cure evidence the succession of another Person to the Issuer, Holdings or a Subsidiary Guarantor under this Indenture, Notes, the Parent Guarantee or the applicable Subsidiary Guarantee, and the assumption by any ambiguitysuch successor of the covenants of the Issuer, omissionHoldings or such Subsidiary Guarantor under this Indenture, defect or inconsistencyNotes, as evidenced the Parent Guarantee and such Subsidiary Guarantee in an Officers’ Certificateaccordance with Section 5.1; (2) to provide add to the covenants of the Issuer, Holdings or any Subsidiary Guarantor for the assumption benefit of the obligations Holders of the Company Notes or to surrender any right or power conferred upon the Issuer, Holdings or any Guarantor pursuant to Article FiveSubsidiary Guarantor, as applicable, in this Indenture, in the Notes, the Parent Guarantee or in any Subsidiary Guarantee; (3) to add tocure any ambiguity, change omission or eliminate mistake or to correct or supplement any of provision in this Indenture or in any supplemental indenture, the provisions of Notes, the Parent Guarantee or any Subsidiary Guarantee which may be defective or inconsistent with any other provision in this Indenture; provided that , the Notes, the Parent Guarantee or any such addition, change or elimination shall become effective only after there are no such Notes entitled to the benefit of such provision outstandingSubsidiary Guarantee; (4) to evidence make any change that would provide any additional rights or benefits to the acceptance or appointment by a separate Trustee or successor Trustee with respect to Holders of the Notes; (5) to reflect the addition make any other provisions with respect to matters or release of any Guarantor from its Guarantee of questions arising under this Indenture, the Notes, the Parent Guarantee or any Subsidiary Guarantee; provided that, in each case, such provisions shall not adversely affect the manner provided interest of the Holders of the Notes in this Indentureany material respect; (6) to comply with any requirement the requirements of the Commission SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act of 1939 (15 U.S. Code §§ 77aaa-77bbbb), as amended (the “Trust Indenture Act”); (7) to add a Guarantor under this Indenture or otherwise provide for uncertificated Notes in addition to certificated a Guarantee of the Notes; (8) to evidence and provide the acceptance of the appointment of a successor Trustee under this Indenture; (9) 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 Issuer’s, Holdings’ and any Subsidiary Guarantor’s obligations under this Indenture, in any property 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 pursuant to this Indenture or otherwiseotherwise or to confirm and evidence the release, termination, discharge or retaking of any mortgage, pledge, hypothecation or security interest with respect to or securing the Notes when such release, termination, discharge or retaking is provided for under this Indenture; (910) to provide for the issuance of Additional Notes under this Indenture in accordance with the terms and subject to the limitations set forth in this Indenture; (11) to comply with the rules of any applicable Depositary; (1012) to conform the text of this Indenture, the Notes Notes, the Parent Guarantee or the Subsidiary Guarantees to any provision of the “Description of Notesnotes” section in of the Offering Memorandum to the extent that such provision of the “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Notes or the Guarantees as evidenced confirmed in an Officers’ Certificate; orOfficer’s Certificate delivered to the Trustee; (1113) to release any Guarantor from its Guarantee pursuant to this Indenture when permitted or required by this Indenture; (14) make any change that would provide any additional benefit amendment to the Holders provisions of this Indenture relating to the transfer and legending of Notes or as permitted by this Indenture, including to facilitate the issuance and administration of Notes; provided, however, that such amendment does not adversely affect the rights of any Holder Holders to transfer Notes in any material respect.; or (b15) in connection with any election by the Issuer to prepare its financial statements in accordance with IFRS, make any amendment to the provisions of the Indenture to preserve the original intent thereof in light of such change. Upon the request of the CompanyIssuer accompanied by an Officer’s Certificate certifying the 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 12.04 9.5 and Section 9.0611.2, the Trustee shall will join with the Company Issuer and each Guarantor the Notes Guarantors in the execution of any amended or supplemental Indenture authorized or permitted under this Section 9.01 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 indenture unless such amended or supplemental indenture adversely affects its the Trustee’s own rights, duties duties, liabilities or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will not be obligated to, enter into such amended or supplemental indenture. Notwithstanding the foregoing, no Opinion of Counsel shall be required in connection with the addition of a Notes Guarantor under this Indenture upon execution and delivery by such Notes Guarantor and the Trustee of a supplemental indenture to this Indenture, the form of which is attached as Exhibit B, and delivery of an Officer’s Certificate. After an amendment under this Indenture becomes effective, the Issuer shall deliver to Holders of the Notes a notice briefly describing such amendment. However, the failure to give such notice to all Holders, or any defect therein, will not impair or affect the validity of the amendment.

Without Consent of Holders of the Notes. (a) Notwithstanding Section 9.029.2 of this Indenture, the Company, 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 Holder Holders, the Issuer, the Guarantors and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental to this Indenture and the Guarantees for any of a Notethe following purposes: (1) to cure evidence the succession of another Person to the Company and the assumption by any ambiguitysuch successor of the covenants of the Company in this Indenture, omission, defect or inconsistency, as evidenced in an Officers’ Certificatethe Guarantees and the Notes; (2) to provide for add to the assumption of the obligations covenants of the Company for the benefit of the Holders, or to surrender any Guarantor pursuant to Article Fiveright or power herein conferred upon the Issuer; (3) to add to, change or eliminate any additional Events of the provisions of this Indenture; provided that any such addition, change or elimination shall become effective only after there are no such Notes entitled to the benefit of such provision outstandingDefault; (4) to evidence provide for Global Notes in addition to or in place of the acceptance or appointment by a separate Trustee or successor Trustee with respect to the definitive Notes; (5) to reflect evidence and provide for the addition or release acceptance of any Guarantor from its Guarantee of the Notes, in the manner provided in appointment under this IndentureIndenture by a successor Trustee; (6) to comply provide for or confirm the issuance of Additional Notes in accordance with the terms of this Indenture; (7) to add a Guarantor or to release a Guarantor in accordance with this Indenture; (8) to cure any requirement ambiguity, defect, omission, mistake or inconsistency; (9) to make any other provisions with respect to matters or questions arising under this Indenture, provided that such actions pursuant to this clause (9) shall not adversely affect the interests of the Commission Holders in order any material respect, as determined in good faith by the Board of Directors of the Company; (10) to conform the text of this Indenture or the Notes to any provision of the “Description of Notes” in the Offering Memorandum to the extent that the Trustee has received an Officers’ Certificate stating that such text constitutes an unintended conflict with the description of the corresponding provision in the “Description of Notes”; or (11) to effect or maintain the qualification of this Indenture under the Trust Indenture Act; (7) to provide for uncertificated Notes in addition to certificated Notes; (8) to mortgage, pledge, hypothecate or grant a security interest in favor of the Trustee for the benefit of the Holders of the Notes as security for the payment and performance of the Company’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 or for the benefit of the Trustee pursuant to this Indenture or otherwise; (9) to comply with the rules of any applicable Depositary; (10) to conform the text of this Indenture, the Notes or the Guarantees to any provision of the “Description of Notes” section in the Offering Memorandum to the extent that such provision of the “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Notes or the Guarantees as evidenced in an Officers’ Certificate; or (11) to make any change that would provide any additional benefit to the Holders of the Notes or that does not adversely affect the rights of any Holder in any material respectTIA. (b) Upon the request of the Company, and upon receipt by the Trustee of the documents described in Section 12.04 and Section 9.06, the Trustee shall join with the Company and each Guarantor in the execution of any amended or supplemental Indenture authorized or permitted under this Section 9.01 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.

Without Consent of Holders of the Notes. (a) Notwithstanding Section 9.029.02 of this Indenture, the Company, 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 Holder Holder, the Issuer, any Note Guarantor and the Trustee, at any time and from time to time, may amend or supplement this Indenture and any Note Guarantee or Notes for any of a Notethe following purposes: (1) to cure any ambiguity, omission, defect or inconsistency, as evidenced in an Officers’ Certificate; (2) to provide for the assumption of the obligations of the Company or any Guarantor pursuant to Article Five; (3) to add to, change or eliminate any of the provisions of this Indenture; provided that any such addition, change or elimination shall become effective only after there are no such Notes entitled to the benefit of such provision outstanding; (4a) to evidence the acceptance succession of another Person to the Issuer or appointment any Note Guarantor and the assumption by a separate Trustee any such successor of the covenants of the Issuer or successor Trustee with respect to such Note Guarantor in this Indenture, Note Guarantees and in the Notes; (5b) to reflect make any change that would provide any additional rights or benefits to the addition Holders or release that does not adversely affect the legal rights under this Indenture of any Guarantor from its Guarantee of the Notes, in the manner provided in this Indenturesuch Holder; (6c) to add to the covenants for the benefit of the Holders, or to surrender any right or power herein conferred upon the Issuer or any Note Guarantor; (d) to add additional Events of Default; (e) to provide for uncertificated Notes in such series in addition to or in place of the certificated Notes; (f) to comply with any requirement the requirements of the Commission SEC in order to effect or maintain the any qualification of this Indenture under the Trust Indenture Act; (7g) to evidence and provide for the acceptance of appointment under this Indenture by a successor Trustee; (h) to provide for uncertificated the issuance of Additional Notes in addition to certificated Notesaccordance with the terms of this Indenture; (8) i) to mortgagemake any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, pledgeincluding, hypothecate or grant a security interest in favor without limitation, to facilitate the administration of the Trustee for Notes or the benefit issuance of Additional 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 laws and (ii) such amendment does not materially and adversely affect the rights of the Holders of to transfer Notes, as determined in good faith by the Notes as security for the payment and performance of the Company’s and any Guarantor’s obligations under Issuer; (j) to add a Note Guarantor or to release a Note Guarantor in accordance with 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 pursuant to modify this Indenture or otherwisein connection with the addition of a Note Guarantee; (9k) to cure any ambiguity, defect, omission, mistake or inconsistency; (l) to comply with the rules of any applicable DepositarySection 5.01; (10m) to make any other provisions with respect to matters or questions arising under this Indenture; provided that such actions pursuant to this clause shall not adversely affect the interests of the Holders in any material respect, as determined in good faith by the Issuer; or (n) to conform the text of this Indenture, Indenture a Note Guarantee or the Notes or the Guarantees to any provision of the “Description of Notes” section in of the Offering Memorandum to the extent that such provision of in the “Description of Notes” section of the Offering Memorandum was intended to be a verbatim recitation of a provision of this Indenture, the Notes (including a Note Guarantee) or the Guarantees as evidenced in an Officers’ Certificate; or (11) to make any change that would provide any additional benefit to the Holders of the Notes or that does not adversely affect the rights of any Holder in any material respectNotes. (b) Upon the request of the Company, and upon receipt by the Trustee of the documents described in Section 12.04 and Section 9.06, the Trustee shall join with the Company and each Guarantor in the execution of any amended or supplemental Indenture authorized or permitted under this Section 9.01 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.

Without Consent of Holders of the Notes. (a) Notwithstanding Section 9.029.2, the CompanyIssuers, the Guarantors, any other obligor under the Notes Subsidiary Guarantors and the Trustee may modifyamend or supplement this Indenture, supplement or amend this Indenture the Notes or the Notes Note Guarantees without the notice to or consent of any Holder of a Noteor any other party to this Indenture: (1a) to cure any ambiguity, omission, defect or inconsistency, as evidenced in an Officers’ Certificate; (2b) to provide for the assumption by a successor corporation of the obligations of the Company Issuers or any Subsidiary Guarantor pursuant to Article Fiveunder this Indenture; (3c) to provide for uncertificated Notes in addition to or in place of certificated Notes; (d) to add to, change or eliminate any of the provisions of this Indenture; provided that any such addition, change or elimination shall become effective only after there are no such Notes entitled to the benefit of such provision outstanding; (4) to evidence the acceptance or appointment by a separate Trustee or successor Trustee Note Guarantees with respect to the Notes or to secure the Notes; (5e) to reflect add to the addition or release of any Guarantor from its Guarantee covenants of the Notes, in Issuers or a Restricted Subsidiary for the manner provided in this Indenturebenefit of the Holders or to surrender any right or power conferred upon the Issuers or a Restricted Subsidiary; (6f) to make any change that does not adversely affect the rights of any Holder, as evidenced by an Officers’ Certificate delivered to the Trustee (upon which it may fully rely without liability); (g) to comply with any requirement of the Commission SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act, if necessary; (7h) to provide for uncertificated make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes; provided, however, that (a) compliance with this Indenture as so amended would not result in Notes being transferred in addition violation of the Securities Act or any other applicable securities law and (b) such amendment does not materially and adversely affect the rights of Holders to certificated transfer Notes; (8) to mortgage, pledge, hypothecate or grant a security interest in favor of the Trustee for the benefit of the Holders of the Notes as security for the payment and performance of the Company’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 or for the benefit of the Trustee pursuant to this Indenture or otherwise; (9) to comply with the rules of any applicable Depositary; (10i) to conform the text of this Indenture, Indenture or the Note Guarantees or the Notes or the Guarantees to any provision of the “Description of Notes” section in of the Offering Memorandum Memorandum; to the extent that such provision of the in such “Description of Notes” was intended to be a substantially verbatim recitation of a provision of this Indenture, the Notes Indenture or the Note Guarantees or the Notes, as evidenced in by an Officers’ CertificateCertificate delivered to the Trustee (upon which it may fully rely without liability); (j) to evidence and provide for the acceptance of appointment by a successor trustee, provided that the successor trustee is otherwise qualified and eligible to act as such under the terms of this Indenture; (k) to provide for a reduction in the minimum denominations of the Notes; (l) to comply with the rules of any applicable securities depositary; or (11m) to make any change that would provide any additional benefit to for the Holders issuance of the Additional Notes or that does not adversely affect the rights of any Holder and related Note Guarantees in any material respect. (b) Upon the request of the Company, and upon receipt by the Trustee of the documents described in Section 12.04 and Section 9.06, the Trustee shall join accordance with the Company and each Guarantor limitations set forth in the execution of any amended or supplemental Indenture authorized or permitted under this Section 9.01 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 otherwiseIndenture.

Without Consent of Holders of the Notes. (a) Notwithstanding Section 9.029.2, without the consent of any Holders, the Company, the Guarantors, any other obligor under the Notes Subsidiary Guarantors and the Trustee Trustee, at any time and from time to time, may modifyamend or supplement this Indenture, supplement or amend this Indenture the Subsidiary Guarantees or the Notes without issued hereunder for any of the consent of any Holder of a Notefollowing purposes: (1) to cure evidence the succession of another Person to the Company or a Subsidiary Guarantor under this Indenture, the Notes or the applicable Subsidiary Guarantee, and the assumption by any ambiguitysuch successor of the covenants of the Company or such Subsidiary Guarantor under this Indenture, omission, defect or inconsistency, as evidenced the Notes and such Subsidiary Guarantee in an Officers’ Certificateaccordance with Section 5.1; (2) to provide for add to the assumption of the obligations covenants of the Company or any Subsidiary Guarantor pursuant for the benefit of the Holders of the Notes or to Article Fivesurrender any right or power conferred upon the Company or any Subsidiary Guarantor, as applicable, in this Indenture, in the Notes or in any Subsidiary Guarantee; (3) to add tocure any ambiguity, change or eliminate to correct or supplement any of provision in this Indenture or in any supplemental indenture, the provisions of Notes or any Subsidiary Guarantee which may be defective or inconsistent with any other provision in this Indenture; provided that , the Notes or any such addition, change or elimination shall become effective only after there are no such Notes entitled to the benefit of such provision outstandingSubsidiary Guarantee; (4) to evidence make any change that would provide any additional rights or benefits to the acceptance or appointment by a separate Trustee or successor Trustee with respect to Holders of the Notes; (5) to reflect make any other provisions with respect to matters or questions arising under this Indenture, the addition Notes or release of any Guarantor from its Guarantee Subsidiary Guarantee; provided that, in each case, such provisions shall not adversely affect the interest of the Notes, Holders of the Notes in the manner provided in this Indentureany material respect; (6) to comply with any requirement the requirements of the Commission SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture ActAct of 1939 (15 U.S. Code §§ 77aaa-77bbbb), as amended; (7) to add a Subsidiary Guarantor under this Indenture or otherwise provide for uncertificated Notes in addition to certificated a Subsidiary Guarantee of the Notes; (8) to evidence and provide the acceptance of the appointment of a successor Trustee under this Indenture; (9) 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 and any Subsidiary Guarantor’s obligations under this Indenture, in any property 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 pursuant to this Indenture or otherwise; (910) to provide for the issuance of Additional Notes under this Indenture in accordance with the terms and subject to the limitations set forth in this Indenture; (11) to comply with the rules of any applicable Depositary;; or (1012) to conform the text of this Indenture, the Notes or the Subsidiary Guarantees to any provision of the “Description of Notes” section in of the Offering Memorandum to the extent that such provision of the “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Notes or the Guarantees as evidenced confirmed in an Officers’ Certificate; or (11) to make any change that would provide any additional benefit Officer’s Certificate delivered to the Trustee. After an amendment under this Indenture becomes effective, the Company shall deliver to Holders of the Notes a notice briefly describing such amendment. However, the failure to give such notice to all Holders, or that does any defect therein, will not adversely impair or affect the rights of any Holder in any material respect. (b) Upon the request validity of the Company, and upon receipt by the Trustee of the documents described in Section 12.04 and Section 9.06, the Trustee shall join with the Company and each Guarantor in the execution of any amended or supplemental Indenture authorized or permitted under this Section 9.01 and to make any further appropriate agreements and stipulations that may be therein contained, but the amendment. The Trustee shall not be obligated to enter into such amended or any amendment and/or supplemental Indenture that indenture which affects its own rights, duties privileges, protections, powers, duties, indemnities or immunities under this Indenture or otherwise.

Without Consent of Holders of the Notes. (a) Notwithstanding Section 9.029.2 of this Indenture, without the consent of any Holders, the Company, the Guarantors, any other obligor under the Notes Guarantors and the Trustee or the Collateral Agent, as applicable, at any time and from time to time, may modify, supplement enter into one (1) or amend more indentures supplemental to this Indenture or amendments to the Notes without Notes, the consent Note Guarantees and/or the Security Documents for any of any Holder of a Notethe following purposes: (1) to cure evidence the succession of another Person to the Company or any ambiguityGuarantor and the assumption by any such successor of the covenants of the Company or such Guarantor in this Indenture, omissionthe Notes, defect the Note Guarantees or inconsistency, as evidenced in an Officers’ Certificatethe Security Documents; (2) to provide for add to the assumption of the obligations covenants of the Company or any such Guarantor pursuant for the benefit of the Holders, or to Article Fivesurrender any right or power herein conferred upon the Company or any such Guarantor; (3) to add to, change or eliminate any additional Events of the provisions of this Indenture; provided that any such addition, change or elimination shall become effective only after there are no such Notes entitled to the benefit of such provision outstandingDefault; (4) to evidence the acceptance or appointment by a separate Trustee or successor Trustee with respect to the Notes; (5) to reflect the addition or release of any Guarantor from its Guarantee of the Notes, in the manner provided in this Indenture; (6) to comply with any requirement of the Commission in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act; (7) to provide for uncertificated Notes in addition to certificated or in place of the Certificated Notes; (5) to evidence and provide for the acceptance of the appointment under this Indenture or the Security Documents of a successor Trustee or Collateral Agent; (6) to provide for or confirm the issuance of Additional Notes in accordance with the terms of this Indenture; (7) to add to the Collateral securing the Notes, to add a Guarantor or to release a Guarantor in accordance with this Indenture; (8) to cure any ambiguity, defect, omission, mistake or inconsistency; (9) to make any other provisions with respect to matters or questions arising under this Indenture, provided that such actions pursuant to this clause shall not adversely affect the interests of the Holders in any material respect, as determined in good faith by the Board of Directors of the Company; (10) to conform the text of this Indenture, the Security Documents or the Notes to any provision of the “Description of Notes” in the Offering Memorandum to the extent that the Trustee has received an Officers’ Certificate stating that such text constitutes an unintended conflict with the description of the corresponding provision in the “Description of Notes”; (11) to mortgage, pledge, hypothecate or grant a security interest any other Lien in favor of the Trustee Collateral Agent for the benefit of the Trustee on behalf of the Holders of the Notes Notes, as additional security for the payment and performance of all or any portion of the Company’s and any Guarantor’s obligations Notes Obligations under this IndentureIndenture and the Notes, in any property or assets, including any of which are required to be mortgaged, pledged or hypothecated, or in which a security interest Lien is required to be granted to or for the benefit of the Trustee or the Collateral Agent pursuant to this Indenture Indenture, any of the Security Documents or otherwise; (912) to comply with provide for the rules release of any applicable Depositary; (10) to conform Collateral from the text Lien of this Indenture, Indenture and the Notes Security Documents when permitted or required by the Guarantees to any provision of the “Description of Notes” section in the Offering Memorandum to the extent that such provision of the “Description of Notes” was intended to be a verbatim recitation of a provision of Security Documents or this Indenture, the Notes or the Guarantees as evidenced in an Officers’ Certificate; or (1113) to make secure any change that would provide any additional benefit Permitted Additional Pari Passu Obligations under the Security Documents and to appropriately include the Holders of the Notes or that does not adversely affect the rights of any Holder in any material respect. (b) Upon the request of the Company, and upon receipt by the Trustee of the documents described in Section 12.04 and Section 9.06, the Trustee shall join with the Company and each Guarantor same in the execution of any amended or supplemental Indenture authorized or permitted under this Section 9.01 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 otherwiseIntercreditor Agreement.

Without Consent of Holders of the Notes. (a) Notwithstanding Section 9.02SECTION 9.2 of this Indenture, the Company, 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 Holder Holders, the Issuer, the Guarantors, the Trustee and the Collateral Trustee, as applicable, at any time and from time to time, subject to the terms of a Notethe Collateral Trust Agreement and any applicable Approved Intercreditor Agreement, where applicable, may enter into one or more indentures supplemental to this Indenture or other documents or instruments to amend or supplement the Security Documents, for any of the following purposes: (1) to cure evidence the succession of another Person to the Company and the assumption by any ambiguitysuch Successor Entity of the covenants of the Company in this Indenture, omissionthe Note Guarantees, defect or inconsistency, as evidenced in an Officers’ Certificatethe Notes and the Security Documents; (2) to provide for add to the assumption of the obligations covenants of the Company for the benefit of the Holders, or to surrender any Guarantor pursuant to Article Fiveright or power herein conferred upon the Issuer; (3) to add to, change or eliminate any additional Events of the provisions of this Indenture; provided that any such addition, change or elimination shall become effective only after there are no such Notes entitled to the benefit of such provision outstandingDefault; (4) to evidence the acceptance or appointment by a separate Trustee or successor Trustee with respect to the Notes; (5) to reflect the addition or release of any Guarantor from its Guarantee of the Notes, in the manner provided in this Indenture; (6) to comply with any requirement of the Commission in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act; (7) to provide for uncertificated Notes in addition to certificated or in place of the Certificated Notes; (5) to evidence and provide for the acceptance of appointment under this Indenture by a successor Trustee or under the Security Documents of a successor Collateral Trustee thereunder, pursuant to the requirements thereof; (6) to provide for or confirm the issuance of Additional Notes in accordance with the terms of this Indenture; (7) to add a Guarantor or to release a Guarantor in accordance with the terms of this Indenture; (8) to mortgagecure any ambiguity, pledgedefect, hypothecate omission, mistake or grant a security interest in favor of the Trustee for the benefit of the Holders of the Notes as security for the payment and performance of the Company’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 or for the benefit of the Trustee pursuant to this Indenture or otherwiseinconsistency; (9) to comply make any other provisions with respect to matters or questions arising under this Indenture; provided that such actions pursuant to this clause (9) shall not adversely affect the rules interests of the Holders in any applicable Depositarymaterial respect, as determined in good faith by the Board of Directors or senior management of the Company; (10) to conform the text of this Indenture, the Notes or the Guarantees Security Documents to any provision of the “Description of Notesnotes” section in the Offering Memorandum to the extent that the Trustee has received an Officer’s Certificate stating that such text constitutes an unintended conflict with the description of the corresponding provision of in the “Description of Notes” was intended notes”; (11) to effect or maintain the qualification of this Indenture under the TIA; (12) to add additional assets as Collateral or grant any Lien in favor of the Collateral Trustee to secure the Notes and/or the related Guarantees; (13) 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 or the Security Documents; (14) to provide for the accession of any parties to the Security Documents (and other amendments that are administrative or ministerial in nature) in connection with an incurrence of Permitted Additional First Lien Secured Obligations; (15) to enter into any Approved Intercreditor Agreement with creditors for whom a junior lien on the Collateral is to be a verbatim recitation granted; or (16) to provide for the accession of a provision any parties to the Security Documents (and other amendments that are administrative or ministerial in nature) in connection with an incurrence of Junior Lien Obligations permitted by this Indenture and the Security Documents. In addition, the Holders will be deemed to have consented for purposes of the Security Documents to any of the following amendments, waivers and other modifications to the Security Documents: (1) (A) to add other parties (or any authorized agent thereof or trustee therefor) holding First Lien Obligations that are incurred in compliance with this Indenture and the Security Documents and (B) to establish that the Liens on any Collateral securing such First Lien Obligations shall rank equally under any applicable Approved Intercreditor Agreement with the Liens on such Collateral securing the obligations under this Indenture and senior to the Liens on such Collateral securing any obligations under any Junior Lien Obligations, all on the terms to be provided for in such Approved Intercreditor Agreement; (2) (A) to add other parties (or any authorized agent thereof or trustee therefor) holding Junior Lien Obligations that are incurred in compliance with this Indenture and the Security Documents and (B) to establish that the Liens on any Collateral securing such Junior Lien Obligations shall rank equally under any applicable Approved Intercreditor Agreement with the Liens on such Collateral securing any other Junior Lien Obligations with the same ranking and priority and junior and subordinated to the Liens on such Collateral securing any First Lien Obligations, all on the terms provided for in such Approved Intercreditor Agreement; (3) to establish that the Liens on any Collateral securing any Debt replacing in whole or in part the Notes permitted to be Incurred under SECTION 4.9 that represent First Lien Obligations shall be senior to the Liens on such Collateral securing any obligations under this Indenture, the Notes or and the Guarantees as evidenced in an Officers’ CertificateNote Guarantees, which obligations shall continue to be secured on a first-priority basis on the Collateral; orand (114) to make any change that would provide any additional benefit to effectuate the Holders of the Notes or that does not adversely affect the rights release of any Holder Guarantor and/or Collateral in any material respect. (b) Upon the request of the Company, and upon receipt by the Trustee of the documents described in Section 12.04 and Section 9.06, the Trustee shall join accordance with the Company and each Guarantor in the execution terms of any amended or supplemental Indenture authorized or permitted under this Section 9.01 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 otherwiseand the Security Documents, as applicable.

Without Consent of Holders of the Notes. (a) Notwithstanding Section 9.02SECTION 8.02 of this Indenture, the Company, 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 Holder of a NoteNotes, the Company, the Guarantors and the Trustee (or, with respect to the Security Documents, the Collateral Agent, at the written direction of the Trustee) may amend or supplement this Indenture, the Note Guarantees, the Security Documents or the Notes: (1i) to cure any ambiguity, omission, defect or inconsistency, as evidenced in an Officers’ Certificate; (2ii) to provide for uncertificated Notes in addition to or in place of certificated Notes; (iii) to provide for the assumption of the Company's or any Guarantor's obligations to the Holders of the Company Notes in the case of a merger, consolidation or any Guarantor pursuant to Article Fivesale of all or substantially all of the Company's assets; (3iv) to add to, make any change that would provide any additional rights or eliminate any benefits to the Holders of the provisions Notes or that does not adversely affect the legal rights hereunder of this Indenture; provided that any such addition, change or elimination shall become effective only after there are no such Notes entitled to the benefit Holder of such provision outstanding; (4) to evidence the acceptance or appointment by a separate Trustee or successor Trustee with respect to the Notes; (5) to reflect the addition or release of any Guarantor from its Guarantee of the Notes, in the manner provided in this Indenture; (6v) to comply with any requirement requirements of the Commission in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act; (7) to provide for uncertificated Notes in addition to certificated Notes; (8) to mortgage, pledge, hypothecate or grant a security interest in favor of the Trustee for the benefit of the Holders of the Notes as security for the payment and performance of the Company’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 or for the benefit of the Trustee pursuant to this Indenture or otherwise; (9) to comply with the rules of any applicable Depositary; (10) to conform the text of this Indenture, the Notes or the Guarantees to any provision of the “Description of Notes” section in the Offering Memorandum to the extent that such provision of the “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Notes or the Guarantees as evidenced in an Officers’ CertificateTIA; or (11vi) to make allow any change that would provide any additional benefit Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Holders of the Notes or that does not adversely affect the rights of any Holder in any material respectNotes. (b) Upon the written request of the Company, Company accompanied by resolutions of the Board of Directors or other governing body 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 12.04 and Section 9.06SECTION 7.02 hereof, the Trustee (or the Collateral Agent, as applicable) shall join with the Company and each Guarantor the Guarantors in the execution of any amended or supplemental Indenture indenture or amendment to a Security Document authorized or permitted under by the terms of this Section 9.01 Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee (or the Collateral Agent, as applicable) shall not be obligated to enter into such amended or supplemental Indenture indenture or amendment to a Security Document that affects its own rights, duties or immunities under this Indenture Indenture, the Security Documents or otherwise.

Without Consent of Holders of the Notes. (a) Notwithstanding Section 9.029.2 of this Indenture, without the consent of any Holders of Notes, the Company, the Guarantors, any other obligor under the Trustee and the Collateral Agent, may amend or supplement the Notes and the Trustee may modify, supplement or amend this Indenture or the Notes without the consent of any Holder of a NoteDocuments to: (1) to cure any ambiguity, defect, omission, defect mistake or inconsistencyinconsistency or to make any modification of a formal, as evidenced in an Officers’ Certificateminor or technical nature; (2) evidence the succession of another Person to provide for the Company or any Guarantor and the assumption by any such successor of the covenants and other obligations of the Company or such Guarantor under this Indenture, the Notes, the Note Guarantees or the Security Documents; (3) comply with the covenant relating to consolidations, amalgamations, mergers, conveyances, transfers and leases; (4) add to the covenants of the Company or any Guarantor pursuant to Article Five; (3) to add to, change or eliminate any of the provisions of this Indenture; provided that any such addition, change or elimination shall become effective only after there are no such Notes entitled to for the benefit of such provision outstanding; (4) the Holders, or to evidence surrender any right or power herein conferred upon the acceptance Company or appointment by a separate Trustee or successor Trustee with respect to the Notesany Guarantor; (5) add additional Events of Default; (6) provide for uncertificated Notes in addition to reflect or in place of certificated Notes; (7) evidence and provide for the addition acceptance and appointment under this Indenture or release the Security Documents of any Guarantor from its Guarantee a successor Trustee or Collateral Agent; (8) provide for or confirm the issuance of Additional Notes in accordance with the Notes, in the manner provided in terms of this Indenture; (69) add Guarantors with respect to the Notes or to release a Guarantor from its Note Guarantee in accordance with this Indenture; (10) 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 of the Holders in any material respect, as determined by the Company in good faith; (11) comply with any requirement requirements of the Commission SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture ActAct of 1939, as amended; (712) make any amendment to provide for uncertificated 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 or to comply with the rules of any applicable securities depository; provided, however, that (i) compliance with this Indenture as so amended would not result in addition 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 certificated transfer Notes; (8) 13) conform the text of this Indenture or any other Notes Document to any provision of the “Description of Notes” in the Offering Memorandum to the extent that such was intended to be a verbatim recitation of a provision of this Indenture or any other Notes Documents, with such intent evidenced by delivery of an Officers’ Certificate; (14) mortgage, pledge, hypothecate or grant a security interest any other Lien in favor of the Trustee Collateral Agent for the benefit of the Trustee and the Holders of the Notes Notes, as additional security for the payment and performance of all or any portion of the Company’s and any Guarantor’s obligations Notes Obligations under this IndentureIndenture and the Notes, in any property or assets, including any of which are required to be mortgaged, pledged or hypothecated, or in which a security interest Lien is required to be granted to or the Collateral Agent for the benefit of the Trustee Holders of the Notes pursuant to this Indenture Indenture, any of the Security Documents or otherwise; (915) to comply with (i) enter into additional or supplemental Security Documents or (ii) provide for the rules release of any applicable Depositary; (10) to conform Collateral from the text Lien of this IndentureIndenture and the Security Documents when permitted or required by the Security Documents, the Notes Intercreditor Agreement or the Guarantees to any provision of the “Description of Notes” section in the Offering Memorandum to the extent that such provision of the “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Notes or the Guarantees as evidenced in an Officers’ Certificate; or (1116) to make secure any change that would provide any additional benefit to Permitted Additional Pari Passu Obligations under the Holders of the Notes or that does not adversely affect the rights of any Holder in any material respectSecurity Documents. (b) Upon the request of the Company, and upon receipt by the Trustee of the documents described in Section 12.04 and Section 9.06, the Trustee shall join with the Company and each Guarantor in the execution of any amended or supplemental Indenture authorized or permitted under this Section 9.01 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.

Without Consent of Holders of the Notes. (a) Notwithstanding Section 9.029.2, without the consent of any Holders, the Company, the Guarantors, any other obligor under the Notes Subsidiary Guarantors and the Trustee Trustee, at any time and from time to time, may modifyamend or supplement this Indenture, supplement or amend this Indenture the Subsidiary Guarantees or the Notes without issued hereunder for any of the consent of any Holder of a Notefollowing purposes: (1) to cure evidence the succession of another Person to the Company or a Subsidiary Guarantor under this Indenture, the Notes or the applicable Subsidiary Guarantee, and the assumption by any ambiguitysuch successor of the covenants of the Company or such Subsidiary Guarantor under this Indenture, omission, defect or inconsistency, as evidenced the Notes and such Subsidiary Guarantee in an Officers’ Certificateaccordance with Section 5.1; (2) to provide for add to the assumption of the obligations covenants of the Company or any Subsidiary Guarantor pursuant for the benefit of the Holders of the Notes or to Article Fivesurrender any right or power conferred upon the Company or any Subsidiary Guarantor, as applicable, in this Indenture, in the Notes or in any Subsidiary Guarantee; (3) to add tocure any ambiguity, change or eliminate to correct or supplement any of provision in this Indenture or in any supplemental indenture, the provisions of Notes or any Subsidiary Guarantee which may be defective or inconsistent with any other provision in this Indenture; provided that , the Notes or any such addition, change or elimination shall become effective only after there are no such Notes entitled to the benefit of such provision outstandingSubsidiary Guarantee; (4) to evidence make any change that would provide any additional rights or benefits to the acceptance or appointment by a separate Trustee or successor Trustee with respect to Holders of the Notes; (5) to reflect make any other provisions with respect to matters or questions arising under this Indenture, the addition Notes or release of any Guarantor from its Guarantee Subsidiary Guarantee; provided that, in each case, such provisions shall not adversely affect the interest of the Notes, Holders of the Notes in the manner provided in this Indentureany material respect; (6) to comply with any requirement the requirements of the Commission SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture ActAct of 1939 (15 U.S. Code §§ 77aaa-77bbbb), as amended; (7) to add a Subsidiary Guarantor under this Indenture or otherwise provide for uncertificated Notes in addition to certificated a Subsidiary Guarantee of the Notes; (8) to evidence and provide the acceptance of the appointment of a successor Trustee under this Indenture; (9) 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 and any Subsidiary Guarantor’s obligations under this Indenture, in any property 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 pursuant to this Indenture or otherwise; (910) to provide for the issuance of Additional Notes under this Indenture in accordance with the terms and subject to the limitations set forth in this Indenture; (11) to comply with the rules of any applicable Depositary;; or (1012) to conform the text of this Indenture, the Notes or the Subsidiary Guarantees to any provision of the “Description of Notesnotes” section in of the Offering Memorandum to the extent that such provision of the “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Notes or the Guarantees as evidenced confirmed in an Officers’ Certificate; or (11) to make any change that would provide any additional benefit Officer’s Certificate delivered to the Trustee. After an amendment under this Indenture becomes effective, the Company shall deliver to Holders of the Notes a notice briefly describing such amendment. However, the failure to give such notice to all Holders, or that does any defect therein, will not adversely impair or affect the rights of any Holder in any material respect. (b) Upon the request validity of the Company, and upon receipt by the Trustee of the documents described in Section 12.04 and Section 9.06, the Trustee shall join with the Company and each Guarantor in the execution of any amended or supplemental Indenture authorized or permitted under this Section 9.01 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 otherwiseamendment.

Without Consent of Holders of the Notes. (a) Notwithstanding Section 9.029.02 hereof, the CompanyIssuer, any Guarantor (with respect to a Guarantee to which it is a party or this Indenture) the Trustee and, if applicable, the GuarantorsSecurity Agent may amend or supplement this Indenture, any other obligor under Guarantee, the Notes Security Documents, the Intercreditor Agreement, any Additional Intercreditor Agreement and the Trustee may modify, supplement or amend this Indenture or the Notes without the consent of any Holder of a NoteHolder: (1) to cure any ambiguity, omission, mistake, defect or inconsistency, as evidenced in an Officers’ Certificate; (2) to provide for the assumption uncertificated Notes in addition to or in place of the obligations of the Company or any Guarantor pursuant to Article Fivecertificated Notes; (3) to add to, change or eliminate any of the provisions of this Indenture; provided that any such addition, change or elimination shall become effective only after there are no such Notes entitled to the benefit of such provision outstandingcomply with Section 5.01 hereof; (4) to evidence provide for the acceptance assumption of the Issuer’s or appointment by a separate Trustee or successor Trustee with respect any Guarantor’s obligations to the NotesHolders in a transaction that complies with this Indenture; (5) to reflect make any change that would provide any additional rights or benefits to the addition Holders or release that does not adversely affect the legal rights under this Indenture of any Guarantor from its Guarantee of the Notes, in the manner provided in this Indenturesuch 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 any requirement requirements of the Commission SEC in order to effect or maintain connection with the qualification of this Indenture under the Trust Indenture ActAct of 1939, as amended (15 U.S.C. §§ 77aaa-77bbbb), if such qualification is required; (78) to evidence and provide for the acceptance and appointment under this Indenture, Intercreditor Agreement or Additional Intercreditor Agreement of a successor Trustee thereunder pursuant to the requirements thereof; (9) to add a Guarantor under this Indenture or to secure the Notes; (10) to conform the text of this Indenture or 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 Guarantee or the Notes; (11) to provide for uncertificated Notes in addition to certificated the issuance of Additional Notes; (8) 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 (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; (13) to mortgage, pledge, hypothecate or grant a security interest any other Lien in favor of the Trustee or the Security Agent for the benefit of the Holders of the Notes Holders, as additional security for the payment and performance of all or any portion of the Company’s and any Guarantor’s obligations under this IndentureNotes Obligations, in any property or assets, including any of which are required to be mortgaged, pledged or hypothecated, or in which a security interest Lien is required to be granted to or for the benefit of the Trustee or the Security Agent pursuant to this Indenture Indenture, any of the Security Documents or otherwise; (914) to comply with add parties to any Security Documents, the rules of Intercreditor Agreement or any applicable DepositaryAdditional Intercreditor Agreement, to the extent permitted to be so secured (or as otherwise required) by this Indenture; (1015) to conform enter into any trust agreement having substantially similar terms with respect to the text Holders as those set forth in the 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 Intercreditor Agreement or to modify any such legend as required by the Intercreditor Agreement; (17) 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 any agreement that is not prohibited by this Indenture; (18) as provided in Section 12.06 and Section 13.16; and (19) to make any amendment to the provisions of this Indenture, the Guarantees and/or the Notes or as described in clause (i) to the Guarantees to any provision first proviso of the “Description definition of Notes” section in the Offering Memorandum to the extent that such provision of the “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Notes or the Guarantees as evidenced in an Officers’ Certificate; or (11) to make any change that would provide any additional benefit to the Holders of the Notes or that does not adversely affect the rights of any Holder in any material respect. (b) GAAP. Upon the request of the CompanyIssuer 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 12.04 and Section 9.067.02(b) hereof (to the extent requested by the Trustee), the Trustee shall join with the Company Issuer and each Guarantor the Guarantors in the execution of any amended or supplemental Indenture indenture authorized or permitted under by the terms of this Section 9.01 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 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 form of which is attached as Exhibit D hereto, and delivery of an Officer’s Certificate.

Without Consent of Holders of the Notes. (a) Notwithstanding Section 9.02, the Company, the Guarantors, any other obligor under the Notes The Issuer and the Trustee may modify, enter into a supplemental indenture in order to amend or supplement or amend this Indenture or the Notes or any Note Document without notice to or the consent of any Holder of a Noteto: (1a) to cure any ambiguity, omission, defect mistake, defect, error or inconsistency, as evidenced in an Officers’ Certificate;inconsistency or reduce the minimum denomination of the Notes; (2b) to provide for the assumption by a Successor Company of the obligations of the Company Issuer or a Guarantor under any Guarantor pursuant Note Document or to Article Five;comply with Section 5.01; (3c) provide for uncertificated Notes in addition to add to, change or eliminate any in place of certificated Notes or to alter the provisions of this Indenture; provided Indenture relating to the form of the Notes (including related definitions) provided, that any such addition, change the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code; (d) add or elimination shall become effective only after there are no such Notes entitled to modify the covenants or provide for a Guarantee for the benefit of such provision outstanding;the Holders or surrender any right or power conferred upon the Issuer or any Subsidiary; (4e) to evidence make any change (including changing the acceptance CUSIP or appointment by a separate Trustee other identifying number on any Notes) that would provide any additional rights or successor Trustee with respect benefits to the Notes;Holders or that does not materially and adversely affect the rights of any Holder in any material respect; 89| (5f) to reflect the addition or release of any Guarantor from its Guarantee of the Notes, in the manner provided in this Indenture; (6) to comply with any requirement of the Commission SEC in order to effect or maintain connection with the qualification of this Indenture under the Trust Indenture Act;, if such qualification is required; (7g) make such provisions as necessary for the issuance of Additional Notes in accordance with the terms of this Indenture; (h) secure the Notes and/or the related Guarantees or add collateral thereto; (i) add an obligor or a Guarantor under this Indenture; (j) 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; (k) evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee or successor Paying Agent thereunder pursuant to the requirements thereof or to provide for uncertificated Notes in addition the accession by the Trustee to certificated Notes;any Note Document; (8) l) make any amendment to mortgage, pledge, hypothecate the provisions of this Indenture relating to the transfer and legending or grant a security interest in favor delegending of the Trustee for the benefit of the Holders of the Notes as security for the payment and performance of the Company’s and any Guarantor’s obligations under permitted by this Indenture, in any property or assetsincluding to facilitate the issuance and administration of Notes; provided, including any of which are required to be mortgagedhowever, pledged or hypothecated, or in which a security interest is required to be granted to or for the benefit of the Trustee pursuant to this Indenture or otherwise; (9) to comply with the rules of any applicable Depositary; (10) to conform the text of this Indenture, the Notes or the Guarantees to any provision of the “Description of Notes” section in the Offering Memorandum to the extent that such provision of the “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Notes or the Guarantees as evidenced in an Officers’ Certificate; or (11) to make any change that would provide any additional benefit to the Holders of the Notes or that amendment does not materially and adversely affect the rights of any Holder in any material respect.Holders to transfer the Notes; (bm) Upon comply with the request rules and procedures of any applicable securities depositary, including with respect to delegending Notes pursuant to clause (l) above; provided, however, that such amendment does not materially and adversely affect the rights of Holders to transfer the Notes; (n) provide a reduction in the minimum denominations of the Company, and upon receipt by the Trustee Notes; and (o) conform any provision of the documents described Note Documents to the section of the Offering Memorandum under the caption “Description of notes,” as set forth in Section 12.04 and Section 9.06, the Trustee shall join with the Company and each Guarantor in the execution of any amended or supplemental Indenture authorized or permitted under this Section 9.01 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 otherwisean Officer’s Certificate.