Common use of Without Consent of the Holders Clause in Contracts

Without Consent of the Holders. The Issuer and the Trustee may amend this Indenture, the Notes or the Guarantees without notice to or the consent of any holder: (a) to cure any ambiguity, omission, mistake, defect or inconsistency; (b) to provide for the assumption by a Successor Issuer (with respect to the Issuer) of the obligations of the Issuer under this Indenture and the Notes; (c) to provide for the assumption by a Successor Guarantor (with respect to any Guarantor) of the obligations of a Guarantor under this Indenture and its Guarantee; (d) to provide for uncertificated Notes in addition to or in place of certificated Notes, provided, however, that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code; (e) to conform the text of this Indenture, the Notes or the Guarantees to any provision of the “Description of the Notes” in the Offering Memorandum; (f) to add a Guarantee with respect to the Notes; (g) to add collateral with respect to the Notes; (h) to secure the Notes; (i) to release a Guarantor or Successor Guarantor or any guarantee of the Notes as permitted by and in accordance with the applicable terms of this Indenture; (j) to add to the covenants of the Issuer and the Restricted Subsidiaries for the benefit of the holders or to surrender any right or power herein conferred upon the Issuer; (k) to make any change that does not adversely affect the rights of the holders in any material respect; (l) to provide for the appointment of a successor Trustee as permitted by and in accordance with the applicable terms of this Indenture; or (m) to effect any provisions of this Indenture or to make changes to this Indenture to provide for the issuance of Additional Notes.

Without Consent of the Holders. (a) The Issuer Issuer, the Trustee and the Trustee Notes Collateral Agent may amend this Indenture, the Notes or Notes, the Note Security Documents, the Intercreditor Agreement, any Market Intercreditor Agreement and the Guarantees without notice to or the consent of any holder: (ai) to cure any ambiguity, omission, mistake, defect or inconsistency; (bii) to provide for the assumption by a Successor Issuer Company (with respect to the Issuer) of the obligations of the Issuer under this Indenture and the Notes; (ciii) to provide for the assumption by a Successor Subsidiary Guarantor (with respect to any Subsidiary Guarantor) ), as the case may be, of the obligations of a Subsidiary Guarantor under this Indenture Indenture, the Notes and its Guarantee; (div) to provide for uncertificated Notes in addition to or in place of certificated Notes, ; provided, however, that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code; (e) to conform the text of this Indenture, the Notes or the Guarantees to any provision of the “Description of the Notes” in the Offering Memorandum; (fv) to add a Guarantee with respect to the Notes; (g) to add or collateral with respect to the Notes; (hvi) to secure the Notes[reserved]; (i) to release a Guarantor or Successor Guarantor or any guarantee of the Notes as permitted by and in accordance with the applicable terms of this Indenture; (jvii) to add to the covenants of the Issuer and the Restricted Subsidiaries for the benefit of the holders or to surrender any right or power herein conferred upon the IssuerIssuer or any Restricted Subsidiary; (kviii) to make any change that would provide any additional rights or benefits to the holders or that does not adversely affect the rights of the holders any holder in any material respectrespect (as determined in good faith by the Issuer); (lix) to provide for conform the appointment of a successor Trustee as permitted by and in accordance with the applicable terms text of this Indenture; or, the Notes, the Notes Security Documents or the Guarantees to any provision of the “Description of Secured Notes” in the Offering Memorandum to the extent that such provision in this Indenture, the Notes, the Notes Security Documents or the Guarantees was intended by the Issuer to be a verbatim recitation of a provision in the “Description of Secured Notes” in the Offering Memorandum, as stated in an Officer’s Certificate; (mx) to comply with any requirement of the SEC in connection with the qualification of this Indenture under the TIA (if the Issuer elects to qualify this Indenture under the TIA); (xi) to effect any provisions provision of this Indenture or Indenture; (xii) to make changes to this Indenture to provide for the issuance of Additional Notes, which shall have terms substantially identical in all material respects to the Initial Notes, and which shall be treated, together with any outstanding Initial Notes, as a single issue of securities; (xiii) to add provisions to this Indenture and a new form of note to permit the issuance by the Issuer or its Subsidiary of escrow notes under this Indenture, which may have different terms than other notes issued under this Indenture so long as the proceeds of such notes remain in escrow (including, but not limited to, separate collateral, different or no guarantees and special mandatory redemption provisions); (xiv) to mortgage, pledge, hypothecate or grant any other Lien in favor of the Trustee or the Notes Collateral Agent or other representative for the benefit of the holders, as additional security for the payment and performance of all or any portion of the Notes Obligations, in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a Lien is required to be granted to or for the benefit of the Trustee or the Notes Collateral Agent pursuant to this Indenture, any of the Notes Security Documents, the Intercreditor Agreement, any Junior Lien Intercreditor Agreement or any other intercreditor agreement; (xv) to add parties to any Notes Security Documents or any amendment to the Intercreditor Agreement that adds additional creditors permitted to become a party thereto as contemplated under the terms of this Indenture and the Intercreditor Agreement, or to enter into any Junior Lien Intercreditor Agreement or any other Market Intercreditor Agreement; (xvi) to provide for the succession of any parties to the Notes Security Documents or the Intercreditor Agreement (and other amendments that are administrative or ministerial in nature) in connection with an amendment, renewal, extension, substitution, refinancing, restructuring, replacement, supplementing or other modification from time to time of the Credit Agreement or any other agreement that is not prohibited by this Indenture; (xvii) to enter into any amendment to the Intercreditor Agreement that is necessary to permit the Issuer or the Guarantors to take any action that is not otherwise prohibited by the terms of this Indenture; (xviii) to release any Collateral from the Liens of the Notes Security Documents in accordance with the terms of this Indenture, the Intercreditor Agreement or Notes Security Documents; or (xix) to permit additional Indebtedness to be secured by the Collateral in accordance with the terms of this Indenture, Notes Security Documents and Intercreditor Agreement, as applicable. (b) Notwithstanding the foregoing, without the consent of the holders of at least 662⁄3% in aggregate principal amount of the Notes then outstanding, no amendment may (A) make any change in any Notes Security Document or the provisions in this Indenture dealing with Collateral or application of trust proceeds of the Collateral with the effect of releasing the Liens on all or substantially all of the Collateral which secure the Notes Obligations or (B) change or alter the priority of the Liens securing the Notes Obligations in any material portion of the Collateral in any way materially adverse, taken as a whole, to the holders, other than, in each case, as provided under the terms of this Indenture, the Notes Security Documents or any Intercreditor Agreement then in effect. (c) After an amendment under this Section 9.01 becomes effective, the Issuer shall mail, or otherwise deliver in accordance with the procedures of the Depository, to the holders a notice briefly describing such amendment. The failure to give such notice to all holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.01.

Without Consent of the Holders. (a) The Issuer Issuers and the Trustee may amend this Indenture, the Notes or the Guarantees without notice to or the consent of any holder: (ai) to cure any ambiguity, omission, mistake, defect or inconsistency; (bii) to provide for the assumption by a Successor Issuer Company (with respect to the Issuer) of the obligations of the Issuer under this Indenture and the Notes; (ciii) to provide for the assumption by a Successor Guarantor Person (with respect to any Guarantor) Guarantor or the US Co-Issuer, as applicable), of the obligations of a Guarantor or the US Co-Issuer, as applicable, under this Indenture and the Notes or its Guarantee, as applicable; (div) to provide for uncertificated Notes in addition to or in place of certificated Notes, provided, however, that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code; (ev) to conform the text of this Indenture, the Notes or the Guarantees to any provision of the “Description of Notes” in the Offering Memorandum to the extent that such provision in this Indenture, the Notes or the Guarantees was intended by the Issuer to be a verbatim recitation of a provision in the “Description of Notes” in the Offering Memorandum, as stated in an Officers’ Certificate; (fvi) to add a Guarantee with respect to the Notes; (g) to add or collateral with respect to the Notes; (hvii) to secure the Notes; (iviii) to release a Guarantor or Successor Guarantor or any guarantee of the Notes Guarantee as permitted by and in accordance with the applicable terms of this Indenture; (jix) to add to the covenants of the Issuer and Designated Parent or the Restricted Subsidiaries Issuers for the benefit of the holders or to surrender any right or power herein conferred upon the IssuerDesignated Parent or the Issuers; (kx) to comply with any requirement of the SEC in connection with the qualification of, this Indenture under the TIA; (xi) to make any change that does not adversely affect the rights of the holders any holder in any material respect; (l) to provide for the appointment of a successor Trustee as permitted by and in accordance with the applicable terms of this Indenture; or (mxii) to effect any provisions provision of this Indenture or to make changes to this Indenture to provide for the issuance of Additional Notes. (b) After an amendment under this Section 9.01 becomes effective, the Issuers shall mail, or otherwise deliver in accordance with the procedures of the Depository, to the holders a notice briefly describing such amendment. The failure to give such notice to all holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.01.

Without Consent of the Holders. The Issuer Company, the Trustee, the Guarantors (with respect to this Indenture and the Trustee Guarantees) and any other agents party hereto, as applicable, may amend amend, supplement or otherwise modify this Indenture, the Notes or the Guarantees without notice to or the consent of any holder: (a1) to cure any ambiguity, omission, mistake, defect or inconsistency; (b2) to provide for the assumption by a Successor Issuer Company (with respect to the IssuerCompany) of the obligations of the Issuer Company under this Indenture and the NotesNotes (including the Assumption); (c3) to provide for the assumption by a Successor Guarantor (with respect to any Guarantor) of the obligations of a Guarantor under this Indenture and its Guarantee; (d4) to provide for uncertificated Notes in addition to or in place of certificated Notes, provided, however, ; provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Notes notes are described in Section 163(f)(2)(B) of the Code; (e) to conform the text of this Indenture, the Notes or the Guarantees to any provision of the “Description of the Notes” in the Offering Memorandum; (f5) to add a Guarantee with respect to the Notes; (g6) to add collateral with respect to the Notes; (h) to secure the Notes; (i7) to release a Guarantor or Successor Guarantor or any guarantee of the Notes as permitted by and in accordance with the applicable terms of this Indenture; (j) 8) to add to the covenants of the Issuer and the Restricted Subsidiaries Company for the benefit of the holders or to surrender any right or power herein conferred upon the IssuerCompany; (k9) to make any change that does not adversely affect the rights of the holders any holder in any material respect; (l10) to conform the text of this Indenture, the Notes or the Guarantees to any provision of the “Description of Notes” in the Offering Memorandum to the extent that such provision in this Indenture, the Notes or the Guarantees was intended by the Company to be a verbatim recitation of a provision in the “Description of Notes” in the Offering Memorandum, as stated in an Officers’ Certificate; (11) to provide for the appointment of a successor Trustee as permitted by and in accordance with the applicable terms of this Indenture; or (m12) to comply with any requirement of the SEC in connection with qualifying, or maintaining the qualification of, this Indenture under the Trust Indenture Act to effect any provisions of this Indenture or (it being agreed that this Indenture will not on the Issue Date, and need not thereafter, qualify under the Trust Indenture Act); or (13) to make changes to this Indenture to provide for the issuance of Additional Notes.

Without Consent of the Holders. (a) The Issuer Company and the Trustee may amend or supplement this Indenture, Indenture or the Notes or the Guarantees without notice to or the consent of any holder: (ai) to cure any ambiguity, omission, mistake, defect or inconsistency; (bii) to provide for the assumption by a Successor Issuer (with respect to the Issuer) of the obligations of the Issuer Company under this Indenture and the Notes; (ciii) to provide for the assumption by a Successor Guarantor (with respect to any Guarantor) Entity of the obligations of the Company or a Subsidiary Guarantor under this Indenture and Indenture, the Notes or its Note Guarantee, as applicable; (div) to provide for uncertificated Notes in addition to or in place of certificated Notes, Notes (provided, however, that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, Code or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code); (e) to conform the text of this Indenture, the Notes or the Guarantees to any provision of the “Description of the Notes” in the Offering Memorandum; (fv) to add a Guarantee Subsidiary Guarantor with respect to the Notes; (g) to add collateral with respect to the Notes; (h) , to secure the Notes; (i) to release a Guarantor or Successor Guarantor or any guarantee of the Notes as permitted by and in accordance with the applicable terms of this Indenture; (jvi) to add to the covenants of the Issuer and the Restricted Subsidiaries Company for the benefit of the holders or to surrender any right or power herein conferred upon the IssuerCompany; (kvii) to make any change that does not adversely affect the rights of the holders in any material respectholder; (lviii) to provide for conform the appointment of a successor Trustee as permitted by and in accordance with the applicable terms text of this Indenture, the Notes or the Note Guarantees to any provision of the “Description of Notes” in the Offering Memorandum to the extent that such provision in the “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Notes or the Note Guarantees, and the Company will confirm its good faith intention of any such textual change intended to be a verbatim recitation in an Officer’s Certificate delivered to the Trustee; (ix) [reserved]; (x) [reserved]; or (mxi) to effect any provisions of this Indenture or to make changes to this Indenture to provide for the issuance of the Additional Notes. The Trustee may, but shall not be obligated to, enter into any amendment or supplement that affects its rights or duties. (b) After an amendment under this Section 9.01 becomes effective, the Company shall mail to the holders a notice briefly describing such amendment. The failure to give such notice to all holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.01.

Without Consent of the Holders. The Issuer (a) Without the consent of any Holder, the Company and the Trustee may amend this Indentureenter into one or more indentures supplemental hereto, for any of the Notes or the Guarantees without notice to or the consent of any holderfollowing purposes: (ai) to cure any ambiguity, omission, mistake, defect or inconsistency;, (bii) to provide for the assumption by a Successor Issuer (with respect to the Issuer) successor of the obligations of the Issuer Company under this Indenture and the Notes;Indenture, (c) to provide for the assumption by a Successor Guarantor (with respect to any Guarantor) of the obligations of a Guarantor under this Indenture and its Guarantee; (diii) to provide for uncertificated Notes in addition to or in place of certificated Notes, provided, however, ; provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code;, (e) to conform the text of this Indenture, the Notes or the Guarantees to any provision of the “Description of the Notes” in the Offering Memorandum; (fiv) to add a Guarantee Subsidiary Guarantees with respect to the Notes; (g) , to add collateral xxxxx x Xxxx under this Indenture to the Trustee as security for the Notes on any property which the Company or any Restricted Subsidiary may desire or be required to grant pursuant to Section 4.11, to confirm and evidence the release, termination or discharge of any Subsidiary Guarantee or any such Lien with respect to or securing the Notes;Notes when such release, termination or discharge is permitted under this Indenture, (h) to secure the Notes; (i) to release a Guarantor or Successor Guarantor or any guarantee of the Notes as permitted by and in accordance with the applicable terms of this Indenture; (jv) to add to the covenants of the Issuer and the Restricted Subsidiaries Company for the benefit of the holders Holders or to surrender any right or power herein conferred upon the Issuer;Company, (kvi) to provide for or confirm the issuance of Additional Notes in accordance with the terms of the Indenture, (vii) to make any change that does not adversely affect the rights of any Holder under the holders in any material respect; (l) to provide for the appointment of a successor Trustee as permitted by and in accordance with the applicable terms of Notes or this Indenture; , or (mviii) to effect comply with any provisions requirement of the SEC in connection with the qualification of this Indenture under the TIA or to make changes to this Indenture to provide for the issuance of Additional Notesotherwise.

Without Consent of the Holders. (a) The Issuer and the Trustee may amend this Indenture, the Notes or Notes, and the Guarantees without notice to or the consent of any holder: (ai) to cure any ambiguity, omission, mistake, defect or inconsistency; (bii) to provide for the assumption by a Successor Issuer Company (with respect to the Issuer) of the obligations of the Issuer under this Indenture and the Notes; (ciii) to provide for the assumption by a Successor Subsidiary Guarantor (with respect to any Subsidiary Guarantor) ), as the case may be, of the obligations of a Subsidiary Guarantor under this Indenture Indenture, the Notes and its Guarantee; (div) to provide for uncertificated Notes in addition to or in place of certificated Notes, ; provided, however, that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code; (ev) to add a Guarantee or collateral with respect to the Notes; (vi) to secure the Notes and/or the related Guarantees and to add provisions regarding the release of collateral; (vii) to add to the covenants of the Issuer for the benefit of the holders or to surrender any right or power herein conferred upon the Issuer or any Restricted Subsidiary; (viii) to make any change that would provide any additional rights or benefits to the holders or that does not adversely affect the rights of any holder in any material respect (as determined in good faith by the Issuer); (ix) to conform the text of this Indenture, the Notes or the Guarantees to any provision of the “Description of Unsecured Notes” in the Offering Memorandum to the extent that such provision in this Indenture, the Notes or the Guarantees was intended by the Issuer to be a verbatim recitation of a provision in the “Description of Unsecured Notes” in the Offering Memorandum, as stated in an Officer’s Certificate; (fx) to add a Guarantee comply with respect any requirement of the SEC in connection with the qualification of this Indenture under the TIA (if the Issuer elects to qualify this Indenture under the NotesTIA); (gxi) to add collateral with respect to the Notes; (h) to secure the Notes; (i) to release a Guarantor or Successor Guarantor or effect any guarantee of the Notes as permitted by and in accordance with the applicable terms provision of this Indenture; (j) to add to the covenants of the Issuer and the Restricted Subsidiaries for the benefit of the holders or to surrender any right or power herein conferred upon the Issuer; (kxii) to make any change that does not adversely affect the rights of the holders in any material respect; (l) to provide for the appointment of a successor Trustee as permitted by and in accordance with the applicable terms of this Indenture; or (m) to effect any provisions of this Indenture or to make changes to this Indenture to provide for the issuance of Additional Notes, which shall have terms substantially identical in all material respects to the Initial Notes, and which shall be treated, together with any outstanding Initial Notes, as a single issue of securities; or (xiii) to add provisions to this Indenture and a new form of note to permit the issuance by the Issuer or its Subsidiary of escrow notes under this Indenture, which may have different terms than other notes issued under this Indenture so long as the proceeds of such notes remain in escrow (including, but not limited to, separate collateral, different or no guarantees and special mandatory redemption provisions). (b) After an amendment under this Section 9.01 becomes effective, the Issuer shall mail, or otherwise deliver in accordance with the procedures of the Depository, to the holders a notice briefly describing such amendment. The failure to give such notice to all holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.01.

Without Consent of the Holders. (a) The Issuer Company, the Trustee and the Trustee Collateral Agent may amend or supplement this Indenture, the Notes Security Documents, the First Lien Intercreditor Agreement, any Junior Lien Intercreditor Agreement or the Guarantees Notes without notice to or the consent of any holder: (ai) to cure any ambiguity, omission, mistake, defect or inconsistency; (bii) to provide for the assumption by a Successor Issuer (with respect to the Issuer) of the obligations of the Issuer Company under this Indenture and the Notes; (ciii) to provide for the assumption by a Successor Guarantor (with respect to any Guarantor) Entity of the obligations of the Company or a Subsidiary Guarantor under this Indenture Indenture, the Notes or its Note Guarantee, as applicable, and its Guaranteethe Security Documents; (div) to provide for uncertificated Notes in addition to or in place of certificated Notes, Notes (provided, however, that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, Code or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code); (e) to conform the text of this Indenture, the Notes or the Guarantees to any provision of the “Description of the Notes” in the Offering Memorandum; (fv) to add a Guarantee with respect to the Notes; (g) to add Subsidiary Guarantor or collateral with respect to the Notes; (h) , to secure the Notes; (i) to release a Guarantor or Successor Guarantor or any guarantee of the Notes as permitted by and in accordance with the applicable terms of this Indenture; (jvi) to add to the covenants of the Issuer and the Restricted Subsidiaries Company for the benefit of the holders or to surrender any right or power herein conferred upon the IssuerCompany; (kvii) to make any change that does not adversely affect the rights of the holders in any material respectholder; (lviii) to provide for conform the appointment text of this Indenture, the Notes, the Note Guarantees, the Security Documents, the First Lien Intercreditor Agreement or any Junior Lien Intercreditor Agreement to any provision of the “Description of Notes” in the Offering Memorandum to the extent that such provision in the “Description of Notes” was intended to be a verbatim recitation of a successor Trustee provision of this Indenture, the Notes, the Note Guarantees, the Security Documents, the First Lien Intercreditor Agreement or any Junior Lien Intercreditor Agreement, and the Company will confirm its good faith intention of any such textual change intended to be a verbatim recitation in an Officer’s Certificate delivered to the Trustee; (ix) to release or subordinate Collateral as permitted by and in accordance with the applicable terms of this Indenture; or, the First Lien Intercreditor Agreement or any Junior Lien Intercreditor Agreement (including (A) to consent to and enter into (and execute documents permitting the filing and recording, where appropriate) the grant of easements, covenants, declarations, sub-divisions and subordination rights with respect to real property, conditions, restrictions and declarations on customary terms, and (B) subordination, nondisturbance and attornment agreements (x) on customary terms reasonably requested by the Company and reasonably acceptable to the administrative agent under the CEI Credit Agreement or (y) with respect to any Master Lease or any Gaming Lease, to the extent requested by the landlord under such Master Lease or Gaming Lease); (mx) to effect any provisions of add additional secured creditors holding Other First Priority Lien Obligations or other Junior Lien Obligations so long as such obligations are not prohibited by this Indenture or the Security Documents; (xi) to make changes to this Indenture to provide for the issuance of the Additional Notes; or (xii) to amend, waive or modify this Indenture, the Notes, the First Lien Intercreditor Agreement, any Junior Lien Intercreditor Agreement or any Security Document as required by local law to give effect to, or protect any security interest for the benefit of the First Lien Secured Parties, in any property or so that the security interests therein comply with applicable law or this Indenture or in each case to otherwise enhance, protect or preserve the rights or benefits of any holder of Notes under this Indenture, the Notes or the Note Guarantees. (b) After an amendment under this Section 9.01 becomes effective, the Company shall mail to the holders a notice briefly describing such amendment. The failure to give such notice to all holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.01.

Without Consent of the Holders. The Issuer Company, the Guarantors and the Trustee may amend this Indenture, the Notes Indenture or the Guarantees Notes, without notice to or the consent of any holderHolder: (ai) to cure any ambiguity, omission, mistake, defect or inconsistency; (b) to provide for the assumption by a Successor Issuer (with respect to the Issuer) of the obligations of the Issuer under this Indenture and the Notes; (c) to provide for the assumption by a Successor Guarantor (with respect to any Guarantor) of the obligations of a Guarantor under this Indenture and its Guarantee; (dii) to provide for uncertificated Notes in addition to or in place of certificated Notes; (iii) to provide for the assumption by a Successor Company or a successor company of a Guarantor, as applicable, of the Company’s or such Guarantor’s obligations under this Indenture; (iv) to make any change that would provide any additional rights or benefits to the holders of Notes or that does not adversely affect the legal rights under this Indenture of any such holder; (v) to secure the Notes; (vi) to comply with requirements of the Commission in order to effect or maintain the qualification of this Indenture under the TIA; (vii) to add a Guarantee of the Notes; (viii) to release a Guarantor upon its sale or designation as an Unrestricted Subsidiary or other permitted release from its Guarantee; provided, however, that such sale, designation or release is in accordance with the uncertificated Notes are issued in registered form for purposes applicable provisions of Section 163(f) of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code;this Indenture; or (eix) to conform the text of this Indenture, the Notes or the Guarantees to any provision of the “Description of the Notes” in the Offering Memorandum; (f) to add a Guarantee with respect Circular to the Notes; (g) to add collateral with respect to extent such provision of this “Description of the Notes; (h) ” was intended to secure the Notes; (i) to release be a Guarantor or Successor Guarantor or any guarantee verbatim recitation of the Notes as permitted by and in accordance with the applicable terms a corresponding provision of this Indenture; (j) , Notes or Guarantees. After an amendment under this Section 9.01 becomes effective, the Company shall mail to add Holders a notice briefly describing such amendment. The failure to the covenants of the Issuer and the Restricted Subsidiaries for the benefit of the holders give such notice to all Holders, or to surrender any right defect therein, shall not impair or power herein conferred upon the Issuer; (k) to make any change that does not adversely affect the rights validity of the holders in any material respect; (l) to provide for the appointment of a successor Trustee as permitted by and in accordance with the applicable terms of an amendment under this Indenture; or (m) to effect any provisions of this Indenture or to make changes to this Indenture to provide for the issuance of Additional NotesSection 9.01.

Without Consent of the Holders. The Issuer and the Trustee may amend this Indenture, the Notes or the Guarantees without (a) Without notice to or the consent of any holder, the Issuers and the Second Lien Trustee may amend or supplement any of the Note Documents (including any of the Second Lien Collateral Documents) and the Issuer may direct the Second Lien Trustee and/or Second Lien Collateral Agent, and the Second Lien Trustee and/or Second Lien Collateral Agent, as applicable, shall, enter into an amendment to any of the Note Documents: (ai) to cure any ambiguity, omission, mistake, defect or inconsistency; (bii) to provide for the assumption by a Successor Issuer Company (with respect to the Issuer) of the obligations of the Issuer under this Indenture and any of the NotesNote Documents; (ciii) to provide for the assumption by a Successor Guarantor Person (with respect to any Guarantor) Guarantor or the US Co-Issuer, as applicable), of the obligations of a Guarantor or the US Co-Issuer, as applicable, under this Indenture and its Guaranteeany of the Note Documents, as applicable; (div) to provide for uncertificated Notes in addition to or in place of certificated Notes, provided, however, that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code; (ev) to conform the text of this Indenture, the Notes or the Guarantees any Note Document to any provision of the “Description of the New Notes” in the Offering Memorandum to the extent that such provision in any Note Document was intended by the Issuer to be a verbatim recitation of a provision in the “Description of the New Notes” in the Offering Memorandum, as stated in an Officers’ Certificate of the Issuer; (fvi) to add a Guarantee with respect to the Notes; (g) to add or collateral with respect to the Notes; (hvii) to secure the NotesNotes or to add additional assets as Second Lien Collateral; (iviii) to release a Guarantor confirm and evidence the release, termination, discharge or Successor Guarantor retaking of any Guarantee or any guarantee of Lien with respect to or securing the Notes as permitted by and in accordance with the applicable terms of when such release, termination, discharge or retaking is provided for under this Indenture, the Second Lien Collateral Documents or the Intercreditor Agreements, as applicable; (jix) to add to the covenants of the Issuer and Parent or the Restricted Subsidiaries Issuers for the benefit of the holders of the Notes or to surrender any right or power herein conferred upon the IssuerParent or the Issuers; (kx) to make any change that does not adversely affect the rights of any holder of the holders Notes in any material respect; (l) to provide for the appointment of a successor Trustee as permitted by and in accordance with the applicable terms of this Indenture; or (mxi) to effect any provisions provision of this Indenture or the other Note Documents or to make changes to this Indenture to provide for the issuance of Additional Notes; (xii) to provide for the release of Second Lien Collateral from the Lien pursuant to this Indenture, the Second Lien Collateral Documents and the Intercreditor Agreements when permitted or required by the Second Lien Collateral Documents, this Indenture or the Intercreditor Agreements; or (xiii) to secure any Future First Lien Indebtedness, Future Second Lien Indebtedness, Junior Priority Indebtedness, First Priority Obligations or Second Priority Obligations to the extent permitted under the indenture, the Second Lien Collateral Documents and the Intercreditor Agreements. (b) After an amendment under this Section 9.01 becomes effective, the Issuers shall mail, or otherwise deliver in accordance with the procedures of the Depository, to the holders a notice briefly describing such amendment. The failure to give such notice to all holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.01.

Without Consent of the Holders. (a) The Issuer and the Trustee may amend this Indenture, the Notes or the Guarantees without notice to or the consent of any holder: (ai) to cure any ambiguity, omission, mistake, defect or inconsistency; (bii) to provide for the assumption by a Successor Issuer Company (with respect to the Issuer) of the obligations of the Issuer under this Indenture and the Notes; (ciii) to provide for the assumption by a Successor Guarantor Person (with respect to any Guarantor) of the obligations of a Guarantor under this Indenture and its Guarantee; (div) to provide for uncertificated Notes in addition to or in place of certificated Notes, provided, however, that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code; (ev) to conform the text of this Indenture, the Notes or the Guarantees to any provision of the “Description of 2023 notes” in the NotesOffering Memorandum to the extent that such provision in this Indenture, the Notes or the Guarantees was intended by the Issuer to be a verbatim recitation of a provision in the “Description of 2023 notes” in the Offering Memorandum, as stated in an Officers’ Certificate of the Issuer; (fvi) to add a Guarantee with respect to the Notes; (g) to add or collateral with respect to the Notes; (hvii) to secure the Notes; (iviii) to release a Guarantor or Successor Guarantor or any guarantee of the Notes Guarantee as permitted by and in accordance with the applicable terms of this Indenture; (jix) to add to the covenants of the Issuer and the Restricted Subsidiaries for the benefit of the holders or to surrender any right or power herein conferred upon the Issuer; (kx) to comply with any requirement of the SEC in connection with the qualification of this Indenture under the TIA; (xi) to make any change that does not adversely affect the rights of the holders any holder in any material respect; (l) to provide for the appointment of a successor Trustee as permitted by and in accordance with the applicable terms of this Indenture; or (mxii) to effect any provisions provision of this Indenture or to make changes to this Indenture to provide for the issuance of Additional Notes. (b) After an amendment under this Section 9.01 becomes effective, the Issuer shall mail or otherwise deliver in accordance with the procedures of the Depository, to the holders a notice briefly describing such amendment. The failure to give such notice to all holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.01.

Without Consent of the Holders. The Issuer Issuers and the Trustee may amend or supplement this Indenture, Indenture or the Notes or the Guarantees without notice to or the consent of any holderHolder: (ai) to cure any ambiguity, omissionomissions, mistake, defect defects or inconsistency; (b) to provide for the assumption by a Successor Issuer (with respect to the Issuer) of the obligations of the Issuer under this Indenture and the Notes; (c) to provide for the assumption by a Successor Guarantor (with respect to any Guarantor) of the obligations of a Guarantor under this Indenture and its Guarantee; (dii) 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, code or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code); (eiii) to conform provide for the text assumption of this Indenture, the Company’s obligations to holders of Notes in the case of a merger or consolidation or sale of all or substantially all of the Company’s assets pursuant to Article 5 hereof; (iv) to add any Guarantee of the Notes or the Guarantees to release Parent’s Guarantee or any provision of the “Description of the Notes” in the Offering Memorandumother Guarantee; (f) to add a Guarantee with respect to the Notes; (g) to add collateral with respect to the Notes; (h) to secure the Notes; (i) to release a Guarantor or Successor Guarantor or any guarantee of the Notes as permitted by and in accordance with the applicable terms of this Indenture; (jv) to add to the covenants of the Issuer and the Restricted Subsidiaries Issuers for the benefit of the holders Holders or to surrender any right or power herein conferred upon the IssuerIssuers; (kvi) to comply with any requirement of the Commission in order to effect or maintain the qualification of this Indenture under the TIA; (vii) to make any change that would provide additional rights or benefits to the Holders of Notes or that does not adversely affect the legal rights under this Indenture of the holders in any material respect; (l) to provide for the appointment of a successor Trustee as permitted by and in accordance with the applicable terms of this IndentureHolder; or (mviii) to effect any provisions of this Indenture or to make changes to this Indenture to provide for the issuance of the Exchange Notes or the Additional Notes, which shall have terms substantially identical in all material respects to the Initial Notes, and which shall be treated, together with any outstanding Initial Notes, as a single issue of securities. In formulating its opinion on such matters, the Trustee shall be entitled to rely on such evidence as it deems appropriate, including, without limitation, solely on an Opinion of Counsel. No amendment of, or supplement or waiver to, this Section 9.01 shall adversely affect the rights of any holder of Senior Debt or Guarantor Senior Debt under Article 10 or Article 12, without the consent of such holder or, in accordance with the terms of such Senior Debt or Guarantor Senior Debt, the consent of the Representative of such holder or the requisite holders of such Senior Debt or Guarantor Senior Debt. After an amendment under this Section 9.01 becomes effective, the Issuers shall mail to the Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.01.

Without Consent of the Holders. (a) The Issuer and the Trustee may amend this Indenture, the Notes or the Subsidiary Guarantees without notice to or the consent of any holder: (ai) to cure any ambiguity, omission, mistake, defect or inconsistency; (bii) to provide for the assumption by a Successor Issuer Company (with respect to the Issuer) of the obligations of the Issuer under this Indenture and the Notes; (ciii) to provide for the assumption by a Successor Subsidiary Guarantor (with respect to any Subsidiary Guarantor) ), as the case may be, of the obligations of a Subsidiary Guarantor under this Indenture and its Subsidiary Guarantee; (div) 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 notes are described in Section 163(f)(2)(B) of the Code; (ev) to conform the text of this Indenture, the Notes or the Subsidiary Guarantees to any provision of the “Description of the Notes” in the Offering MemorandumCircular to the extent that such provision in this Indenture, the Notes or the Subsidiary Guarantees was intended by the Issuer to be a verbatim recitation of a provision in the “Description of Notes” in the Offering Circular, as stated in an Officers’ Certificate; (fvi) to add a Subsidiary Guarantee with respect to the Notes;, (gvii) to add collateral with respect to the Notes; (h) to secure the Notes; (iviii) to release collateral, if any is added pursuant to Section 9.01(a)(vii), or a Guarantor or Successor Guarantor or any guarantee of the Notes Subsidiary Guarantee as permitted by and in accordance with the applicable terms of this Indenture; (jix) to add to the covenants of the Issuer and the Restricted Subsidiaries for the benefit of the holders or to surrender any right or power herein conferred upon the Issuer; (kx) to comply with any requirement of the SEC in connection with qualifying or maintaining the qualification of, this Indenture under the TIA; (xi) to make any change that does not adversely affect the rights of the holders in any material respect; (l) to provide for the appointment of a successor Trustee as permitted by and in accordance with the applicable terms of this Indentureholder; or (mxii) to effect any provisions of this Indenture or to make changes to this Indenture to provide for the issuance of Additional Notes or Exchange Notes, which shall have terms substantially identical in all material respects to the Initial Notes, and which shall be treated, together with any outstanding Initial Notes, as a single issue of securities. (b) After an amendment under this Section 9.01 becomes effective, the Issuer shall mail, or otherwise deliver in accordance with the procedures of the Depository, to the holders a notice briefly describing such amendment. The failure to give such notice to all holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.01.

Without Consent of the Holders. The Issuer Issuers, the Guarantors and the Trustee may amend this Indenture, the Notes Notes, any Security Document or the Guarantees Intercreditor Agreement without notice to or the consent of any holderHolder: (ai) to cure any ambiguity, omission, mistakedefect, defect mistake or inconsistency; (bii) to provide for the assumption by a Successor Issuer (comply with respect to the Issuer) of the obligations of the Issuer under this Indenture and the NotesArticle 5; (c) to provide for the assumption by a Successor Guarantor (with respect to any Guarantor) of the obligations of a Guarantor under this Indenture and its Guarantee; (diii) 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, Code or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code; (e) to conform the text of this Indenture, the Notes or the Guarantees to any provision of the “Description of the Notes” in the Offering Memorandum; (fiv) to add a Guarantee additional Guarantees with respect to the Notes; (g) to add collateral with respect to the Notes; (h) Notes or to secure the Notes; (iv) to release a Guarantor add additional secured creditors holding Other Second-Lien Obligations or Successor Guarantor or any guarantee of the Notes additional First Priority Lien Obligations so long as permitted such obligations are not prohibited by and in accordance with the applicable terms of this Indenture; (jvi) to add to the covenants of the Issuer and the Restricted Subsidiaries Issuers or Holdings for the benefit of the holders Holders or to surrender any right or power herein conferred upon the IssuerIssuers or any Guarantor; (kvii) to comply with any requirement of the SEC in connection with qualifying or maintaining the qualification of, this Indenture under the TIA; (viii) to make any change that does not adversely affect the rights of the holders in any material respectHolder; (lix) to provide for conform the appointment of a successor Trustee as permitted by and in accordance with the applicable terms text of this Indenture; or, the Notes, the Security Documents or the Intercreditor Agreement, to any provision of the “Description of Notes” in the Offering Circular to the extent that such provision in the “Description of Notes” was intended by the Issuers to be a verbatim recitation of a provision of this Indenture, the Notes, the Security Documents or the Intercreditor Agreement; (mx) to effect any provisions of this Indenture or to make changes to this Indenture to provide for the issuance of the Exchange Notes or Additional Notes, which shall have terms substantially identical in all material respects to the Initial Notes; (xi) to 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 violation of the Securities Act or any other applicable securities law and (b) such amendment does not materially and adversely affect the rights of holders to transfer Notes; (xii) to secure the Notes or to add additional assets as Collateral; or (xiii) to release Collateral from the Lien pursuant to this Indenture, the Security Documents and the Intercreditor Agreement when permitted or required by this Indenture or the Security Documents. After an amendment under this Section 9.01 becomes effective, the Issuers shall mail to Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.01.

Without Consent of the Holders. The Issuer Issuer, the Guarantors and the Trustee may amend this Indenture, Indenture or the Notes or the Guarantees without notice to or the consent of any holderHolder: (ai) to cure any ambiguity, omission, mistake, defect or inconsistency; (bii) to provide for the assumption by a Successor Issuer (with respect to the Issuer) of the obligations of the Issuer under this Indenture and the NotesNotes in compliance with Article 5; (ciii) to provide for the assumption by a Successor Guarantor (with respect to any Guarantor) of the obligations of a Guarantor under this Indenture and its GuaranteeGuarantee in compliance with Article 5 of this Indenture; (div) to provide for uncertificated Notes in addition to or in place of certificated Notes, Notes (provided, however, that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code); (e) to conform the text of this Indenture, the Notes or the Guarantees to any provision of the “Description of the Notes” in the Offering Memorandum; (fv) to add a Guarantee Guarantees with respect to the Notes; (g) to add collateral with respect to the Notes; (h) Notes or to secure the Notes; (i) to release a Guarantor or Successor Guarantor or any guarantee of the Notes as permitted by and in accordance with the applicable terms of this Indenture; (jvi) to add to the covenants of the Issuer and the Restricted Subsidiaries for the benefit of the holders Holders or to surrender any right or power herein conferred upon the Issuer; (kvii) to make any change that does not adversely affect the rights of the holders in any material respectHolder; (l) to provide for the appointment of a successor Trustee as permitted by and in accordance with the applicable terms of this Indenture; or (mviii) to effect any provisions provision of this Indenture or Indenture; (ix) to make certain changes to this Indenture to provide for the issuance of Additional Notes; or (x) to provide for the issuance of PIK Notes or the increase of the principal amount of the Notes to pay PIK Interest in accordance with the terms of this Indenture. After an amendment under this Section 9.01 becomes effective, the Issuer shall send or cause to be sent to Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.01.

Without Consent of the Holders. The Issuer Issuers, the Guarantors and the Trustee may amend this Indenture, the Notes Notes, any Security Document, the New Intercreditor Agreement or the Guarantees Existing Intercreditor Agreement without notice to or the consent of any holderHolder: (ai) to cure any ambiguity, omission, mistakedefect, defect mistake or inconsistency; (bii) to provide for the assumption by a Successor Issuer (comply with respect to the Issuer) of the obligations of the Issuer under this Indenture and the NotesArticle 5; (c) to provide for the assumption by a Successor Guarantor (with respect to any Guarantor) of the obligations of a Guarantor under this Indenture and its Guarantee; (diii) 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, Code or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code; (e) to conform the text of this Indenture, the Notes or the Guarantees to any provision of the “Description of the Notes” in the Offering Memorandum; (fiv) to add a Guarantee additional Guarantees with respect to the Notes; (g) to add collateral with respect to the Notes; (h) Notes or to secure the Notes; (i) to release a Guarantor or Successor Guarantor or any guarantee of the Notes as permitted by and in accordance with the applicable terms of this Indenture; (jv) to add to the covenants of the Issuer and the Restricted Subsidiaries Issuers or Holdings for the benefit of the holders Holders or to surrender any right or power herein conferred upon the IssuerIssuers or any Guarantor; (kvi) to comply with any requirement of the SEC in connection with qualifying or maintaining the qualification of, this Indenture under the TIA; (vii) to make any change that does not adversely affect the rights of the holders in any material respectHolder; (lviii) to provide for conform the appointment of a successor Trustee as permitted by and in accordance with the applicable terms text of this Indenture; or, the Notes, the Security Documents, the New Intercreditor Agreement or the Existing Intercreditor Agreement, to any provision of the “Description of Notes” in the Offering Circular to the extent that such provision in the “Description of Notes” was intended by the Issuers to be a verbatim recitation of a provision of this Indenture, the Notes, the Security Documents, the New Intercreditor Agreement or the Existing Intercreditor Agreement; (mix) to effect any provisions of this Indenture or to make changes to this Indenture to provide for the issuance of the Exchange Notes or Additional Notes, which shall have terms substantially identical in all material respects to the Initial Notes; (x) to make any amendment to the provisions of the Indenture relating to the transfer and legending of Notes; provided, however, that (a) compliance with the Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any other applicable securities law and (b) such amendment does not materially and adversely affect the rights of holders to transfer Notes; (xi) to secure the Notes or to add additional assets as Collateral; (xii) to release Collateral from the Lien pursuant to the Indenture, the Security Documents, the New Intercreditor Agreement and the Existing Intercreditor Agreement when permitted or required by the Indenture or the Security Documents; or (xiii) to effect the Issuers’ Assumption and the other actions contemplated by Section 14.01 on the terms set forth therein. After an amendment under this Section 9.01 becomes effective, the Issuers shall mail to Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.01.

Without Consent of the Holders. (a) The Issuer and the Trustee may amend this Indenture, the Notes Indenture or the Guarantees Notes, without notice to or the consent of any holder: (ai) to cure any ambiguity, omission, mistake, defect or inconsistency; (bii) to provide for the assumption by a Successor Issuer (with respect to the Issuer) of the obligations of the Issuer under this Indenture and the Notes; (ciii) to provide for the assumption by a Successor Guarantor (with respect to any or Successor Subsidiary Guarantor) , as the case may be, of the obligations of a Guarantor under this Indenture and its Guarantee; (div) to provide for uncertificated Notes in addition to or in place of certificated Notes, provided, however, Notes (provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code); (e) to conform the text of this Indenture, the Notes or the Guarantees to any provision of the “Description of the Notes” in the Offering Memorandum; (fv) to add a Guarantee with respect to the Notes;, (g) to add collateral with respect to the Notes; (hvi) to secure the Notes; (i) to release a Guarantor or Successor Guarantor or any guarantee of the Notes as permitted by and in accordance with the applicable terms of this Indenture; (jvii) to add to the covenants of the Issuer and the Restricted Subsidiaries for the benefit of the holders or to surrender any right or power herein conferred upon the Issuer; (kviii) to make any change that does not adversely affect the rights of the holders in any material respectholder; (lix) to provide for conform the appointment of a successor Trustee as permitted by and in accordance with the applicable terms text of this Indenture; or, Guarantees or the Notes to any provision of the “Description of Notes” to the extent that such provision in this Indenture, Guarantees or the Notes was intended to be a verbatim recitation of a provision in the “Description of Notes” under the Offering Memorandum, as certified by the Issuer; (mx) to effect any provisions of this Indenture or to make changes to this Indenture to provide for the issuance of Additional Notes, which shall have terms substantially identical in all material respects to the Initial Notes, and which shall be treated, together with any outstanding Initial Notes, as a single issue of securities; or (xi) in the event that PIK Notes are issued in certificated form, to make appropriate amendments to reflect an appropriate minimum denomination of certificated PIK Notes, and establish minimum redemption amounts for certificated PIK Notes. (b) After an amendment under this Section 9.01 becomes effective, the Issuer shall mail to the holders a notice briefly describing such amendment. The failure to give such notice to all holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.01.

Without Consent of the Holders. (a) The Issuer Company and the Trustee may amend this Indenture, the Notes or the Guarantees without notice to or the consent of any holder: (ai) to cure any ambiguity, omission, mistake, defect or inconsistency; (bii) to provide for the assumption by a Successor Issuer Company (with respect to the IssuerCompany) of the obligations of the Issuer Company under this Indenture and the Notes; (ciii) to provide for the assumption by a Successor Guarantor (with respect to any Guarantor) of the obligations of a Guarantor under this Indenture and its Guarantee; (div) to provide for uncertificated Notes in addition to or in place of certificated Notes, ; provided, however, that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code; (ev) to conform the text of this Indenture, the Notes or the Guarantees to any provision of the “Description of the Notes” in the Offering Memorandum; (fvi) to add a Guarantee with respect to the Notes; (gvii) to add collateral with respect to the Notes; (h) to secure the Notes; (iviii) to release a Guarantor from its Guarantee when permitted or Successor Guarantor or any guarantee of required under the Notes as permitted by and in accordance with the applicable terms of this Indenture; (jix) to add to the covenants of the Issuer and the Restricted Subsidiaries Company for the benefit of the holders or to surrender any right or power herein conferred upon the IssuerCompany; (kx) to comply with any requirement of the SEC in connection with qualifying, or maintaining the qualification of, this Indenture under the TIA; (xi) to make any change that does not adversely affect the rights of the holders any holder in any material respect; (l) to provide for respect in the appointment good faith determination of a successor Trustee as permitted by and in accordance with the applicable terms of this IndentureCompany; or (mxii) to effect any provisions provision of this Indenture or to make changes to this Indenture to provide for the issuance of Additional Notes. (b) After an amendment under this Section 9.01 becomes effective, the Company shall mail, or otherwise deliver in accordance with the procedures of DTC, to the holders a notice briefly describing such amendment. The failure to give such notice to all holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.01.

Without Consent of the Holders. (a) The Issuer and the Trustee may amend this Indenture, the Notes Intercreditor Agreement or the Guarantees Notes without notice to or the consent of any holder: (ai) to cure any ambiguity, omission, mistake, defect or inconsistency; (bii) to provide for the assumption by a Successor Issuer (with respect to the Issuer) of the obligations of the Issuer under this Indenture and the Notes; (ciii) to provide for the assumption by a Successor Note Guarantor (with respect to any Guarantor) of the obligations of a Note Guarantor under this Indenture and its Note Guarantee; (div) [reserved]; (v) 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, Code or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code; (evi) to conform the text of this Indenture, the Note Guarantees, the Notes or the Guarantees Intercreditor Agreement, to any provision of the “Description of the Notes” in the Offering MemorandumMemorandum to the extent that such provision in the “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Note Guarantees, the Notes or the Intercreditor Agreement; (fvii) to add a Note Guarantee with respect to the Notes; (g) to add collateral with respect to the Notes; (h) Notes or to secure the Notes; (i) to release a Guarantor or Successor Guarantor or any guarantee of the Notes as permitted by and in accordance with the applicable terms of this Indenture; (jviii) to add to the covenants of the Issuer and the Restricted Subsidiaries for the benefit of the holders or to surrender any right or power herein conferred upon the Issuer; (kix) to comply with any requirement of the SEC in connection with qualifying or maintaining the qualification of, this Indenture under the TIA; (x) to make any change that does not adversely affect the rights of the holders in any material respect; (l) to provide for the appointment of a successor Trustee as permitted by and in accordance with the applicable terms of this Indentureholder; or (mxi) to effect any provisions of this Indenture or to make changes to this Indenture to provide for the issuance of the Exchange Notes or Additional Notes, which shall have terms substantially identical in all material respects to the Initial Notes, and which shall be treated, together with any outstanding Initial Notes, as a single issue of securities; provided that in the case of any amendment or supplement under clause (i), (ii), (iii), (vi), (vii), (viii) or (x) or, unless such change would be inapplicable to the Senior Interim Loan Facility as a result of its status as a credit agreement, the Issuer shall provide an Officer’s Certificate to the Trustee to the effect that the Issuer is concurrently making a corresponding change to the Senior Interim Loan Facility to the extent necessary so that Holders of Notes and holders of loans under the Senior Interim Loan Facility are treated similarly. (b) After an amendment under this Section 9.01 becomes effective, the Issuer shall mail to the holders a notice briefly describing such amendment. The failure to give such notice to all holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.01.

Without Consent of the Holders. (a) The Issuer Company and the Trustee may amend this Indenture, the Notes or the Guarantees without notice to or the consent of any holder: (ai) to cure any ambiguity, omission, mistake, defect or inconsistency; (bii) to provide for the assumption by a Successor Issuer Company (with respect to the IssuerCompany) of the obligations of the Issuer Company under this Indenture and the Notes; (ciii) to provide for the assumption by a Successor Guarantor (with respect to any Guarantor) of the obligations of a Guarantor under this Indenture and its Guarantee; (div) to provide for uncertificated Notes in addition to or in place of certificated Notes, ; provided, however, that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code; (ev) to conform the text of this Indenture, the Notes or the Guarantees to any provision of the “Description of the Unsecured Notes” in the Offering Memorandum; (fvi) to add a Guarantee with respect to the Notes; (gvii) to add collateral with respect to the Notes; (h) to secure the Notes; (iviii) to release a Guarantor from its Guarantee when permitted or Successor Guarantor or any guarantee of required under the Notes as permitted by and in accordance with the applicable terms of this Indenture; (jix) to add to the covenants of the Issuer and the Restricted Subsidiaries Company for the benefit of the holders or to surrender any right or power herein conferred upon the IssuerCompany; (kx) to comply with any requirement of the SEC in connection with qualifying, or maintaining the qualification of, this Indenture under the TIA; (xi) to make any change that does not adversely affect the rights of the holders any holder in any material respect; (l) to provide for respect in the appointment good faith determination of a successor Trustee as permitted by and in accordance with the applicable terms of this IndentureCompany; or (mxii) to effect any provisions provision of this Indenture or to make changes to this Indenture to provide for the issuance of Additional Notes. (b) After an amendment under this Section 9.01 becomes effective, the Company shall mail, or otherwise deliver in accordance with the procedures of DTC, to the holders a notice briefly describing such amendment. The failure to give such notice to all holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.01.

Without Consent of the Holders. (a) The Issuer Parent, the Issuers and the Trustee may amend this Indenture, the Notes or Notes, the Subsidiary Guarantees and/or the Escrow Agreement without notice to or the consent of any holder: (ai) to cure any ambiguity, omission, mistake, defect or inconsistency; (bii) to provide for the assumption by a Successor Issuer Company (with respect to the IssuerParent or the Issuers, as applicable) of the obligations of the Issuer Parent or the Issuers, as applicable, under this Indenture and the NotesNotes and, in relation to the Parent, its Guarantee; (ciii) to provide for the assumption by a Successor Subsidiary Guarantor (with respect to any Subsidiary Guarantor) ), as the case may be, of the obligations of a Subsidiary Guarantor under this Indenture Indenture, the Notes and its Subsidiary Guarantee; (div) to provide for uncertificated Notes in addition to or in place of certificated Notes, ; provided, however, that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code; (ev) to conform the text of this Indenture, the Notes or the Subsidiary Guarantees to any provision of the “Description of Notes” in the Offering Memorandum to the extent that such provision in this Indenture, the Notes or the Subsidiary Guarantees was intended by the Issuers to be a verbatim recitation of a provision in the “Description of Notes” in the Offering Memorandum, as stated in an Officer’s Certificate; (fvi) to add a Subsidiary Guarantee with respect to the Notes; (g) to add or collateral with respect to the Notes; (hvii) to secure the NotesNotes and/or the related Subsidiary Guarantees and to add provisions regarding the release of collateral; (i) to release a Guarantor or Successor Guarantor or any guarantee of the Notes as permitted by and in accordance with the applicable terms of this Indenture; (jviii) to add to the covenants of the Issuer and the Restricted Subsidiaries Issuers for the benefit of the holders or to surrender any right or power herein conferred upon the IssuerIssuers or any Restricted Subsidiary; (kix) to comply with any requirement of the SEC in connection with qualifying or maintaining the qualification of, this Indenture under the TIA (if the Issuers elect to qualify this Indenture under the TIA); (x) to make any change that would provide any additional rights or benefits to the holders or that does not adversely affect the rights of the holders any holder in any material respectrespect (as determined in good faith by the Dutch IssuerParent); (l) to provide for the appointment of a successor Trustee as permitted by and in accordance with the applicable terms of this Indenture; or (mxi) to effect any provisions provision of this Indenture or Indenture; (xii) to make changes to this Indenture to provide for the issuance of Additional Notes, which shall have terms substantially identical in all material respects to the Initial Notes, and which shall be treated, together with any outstanding Initial Notes, as a single issue of securities; or (xiii) to add provisions to this Indenture and a new form of note to permit the issuance by the Parent, the Issuers or a Subsidiary of escrow notes under this Indenture, which may have different terms than other notes issued under this Indenture so long as the proceeds of such notes remain in escrow (including, but not limited to, separate collateral, different or no guarantees and special mandatory redemption provisions). (b) After an amendment under this Section 9.01 becomes effective, the Dutch Issuer shall mail, or otherwise deliver in accordance with the procedures of the Depository, to the holders a notice briefly describing such amendment. The failure to give such notice to all holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.01.

Without Consent of the Holders. (a) The Issuer Issuers and the Trustee may amend this Indenture, the Notes of either series or the Guarantees without notice to or the consent of any holder: (ai) to cure any ambiguity, omission, mistake, defect or inconsistency; (bii) to provide for the assumption by a Successor Issuer Company (with respect to the Issuer) of the obligations of the Issuer under this Indenture and the NotesNotes of either series; (ciii) to provide for the assumption by a Successor Guarantor Person (with respect to any Guarantor) Guarantor or the US Co-Issuer, as applicable), of the obligations of a Guarantor or the US Co-Issuer, as applicable, under this Indenture and the Notes of either series or its Guarantee, as applicable; (div) to provide for uncertificated Notes of such series in addition to or in place of certificated Notes, provided, however, that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code; (ev) to conform the text of this Indenture, the Notes of either series or the Guarantees to any provision of the “Description of the Notes” in the Offering MemorandumCircular to the extent that such provision in this Indenture, the Notes of either series or the Guarantees was intended by the Issuer to be a verbatim recitation of a provision in the “Description of Notes” in the Offering Circular, as stated in an Officers’ Certificate of the Issuer; (fvi) to add a Guarantee with respect to the Notes; (g) to add or collateral with respect to the Notes; (hvii) to secure the NotesNotes of either series; (iviii) to release a Guarantor or Successor Guarantor or any guarantee of the Notes Guarantee as permitted by and in accordance with the applicable terms of this Indenture; (jix) to add to the covenants of the Issuer and Parent or the Restricted Subsidiaries Issuers for the benefit of the holders of either series of the Notes or to surrender any right or power herein conferred upon the IssuerParent or the Issuers; (kx) to make any change that does not adversely affect the rights of any holder of either series of the holders Notes in any material respect; (l) to provide for the appointment of a successor Trustee as permitted by and in accordance with the applicable terms of this Indenture; or (mxi) to effect any provisions provision of this Indenture or to make changes to this Indenture to provide for the issuance of Additional NotesNotes of either series. (b) After an amendment under this Section 9.01 becomes effective, the Issuers shall mail, or otherwise deliver in accordance with the procedures of the Depository, to the holders a notice briefly describing such amendment. The failure to give such notice to all holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.01.

Without Consent of the Holders. The Issuer and the Trustee may amend this Indenture, the Notes or Notes, and the Guarantees without notice to or the consent of any holderHolder: (ai) to cure any ambiguity, omission, mistake, defect or inconsistency; (bii) to provide for the assumption by a Successor Issuer (comply with respect to the Issuer) of the obligations of the Issuer under this Indenture and the NotesArticle 5 or Article 10; (c) to provide for the assumption by a Successor Guarantor (with respect to any Guarantor) of the obligations of a Guarantor under this Indenture and its Guarantee; (diii) to provide for uncertificated Notes in addition to or in place of certificated Notes, provided, however, ; provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, Code or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code; (e) to conform the text of this Indenture, the Notes or the Guarantees to any provision of the “Description of the Notes” in the Offering Memorandum; (fiv) to add a Guarantee with respect to the Notes; (g) to add Guarantees or collateral with respect to the Notes; (h) Notes or to secure the Notes; (iv) to release a Guarantor or Successor Guarantor or any guarantee of the Notes as permitted by and in accordance with the applicable terms of this Indenture[reserved]; (jvi) [reserved]; (vii) to add to the covenants of the Issuer and or any Parent of the Restricted Subsidiaries Issuer for the benefit of the holders Holders or to surrender any right or power herein conferred upon the Issuer or any Parent of the Issuer; (kviii) to comply with any requirement of the SEC in connection with the qualification of this Indenture under the TIA in the event that the Issuer determines that this Indenture should be so qualified; (ix) to effect any provision of this Indenture, the Notes, and the Guarantees (including to release any Guarantees in accordance with the terms of this Indenture); (x) to make any change that does not adversely affect the rights of the holders any Holder in any material respect; (lxi) to provide for the appointment of a successor Trustee as permitted by and in accordance with the applicable terms of this Indenture; or (m) to effect any provisions of this Indenture or to make changes to this Indenture to provide for the issuance of the Additional Notes; and (xii) to conform the text of the Indenture, the Notes, and the Guarantee to any provision in the “Description of Notes” in the Offering Memorandum to the extent that such provision in the “Description of Notes” was intended by the Issuer to be a recitation of a provision of the Indenture, the Notes, or the Guarantee as stated in an Officers’ Certificate. After an amendment under this Section 9.01 becomes effective, the Issuer shall deliver to Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.01.

Without Consent of the Holders. The Issuer Company, the Trustee (and/or the Collateral Agent, as applicable) and the Trustee other parties thereto, as applicable, may amend amend, supplement or otherwise modify (and with respect to the Intercreditor Agreement and any other intercreditor agreement contemplated in this Indenture, replace or substitute) this Indenture, the Notes Security Documents and the Intercreditor Agreement and any Guarantee or Notes, and the Guarantees Company may direct the Trustee to (and/or the Collateral Agent, as applicable), and, upon any such direction, the Trustee (and/or the Collateral Agent, as applicable) shall, enter into an amendment, supplement, modification, replacement or substitution of this Indenture, the Security Documents and the Intercreditor Agreement and any Guarantee or Notes, as applicable, without notice to or the consent of any holderHolder: (ai) to cure any ambiguity, omission, mistake, defect or inconsistency; provided such cure does not adversely affect the rights of any Holder; (bii) to conform the text of this Indenture, the Guarantees, the Notes, the Security Documents or the Intecreditor Agreement to any provision under the heading “Description of the New Notes” in the Offering Memorandum to the extent that such provision was expressly intended to be a verbatim recitation of a provision of this Indenture, the Guarantees and the Notes, as certified by the Company in an Officers’ Certificate; (iii) to provide for the assumption by a Successor Issuer (with respect to the Issuer) successor corporation, partnership or limited liability company of the obligations of the Issuer Company under this Indenture and the NotesNotes to the extent permitted under Article 5; (c) to provide for the assumption by a Successor Guarantor (with respect to any Guarantor) of the obligations of a Guarantor under this Indenture and its Guarantee; (div) to provide for uncertificated Notes in addition to or in place of certificated Notes, provided, however, ; provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, Code or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code; (e) to conform the text of this Indenture, the Notes or the Guarantees to any provision of the “Description of the Notes” in the Offering Memorandum; (fv) to add a Guarantee additional Guarantees with respect to the Notes; Notes (g) including to add collateral comply with respect to the Notes; (h) to secure the Notes; (i) to release a Guarantor or Successor Guarantor or any guarantee of the Notes as permitted by and in accordance with the applicable terms of this Indenture; (j) Section 4.10), to add to the covenants of the Issuer and the Restricted Subsidiaries Company for the benefit of the holders or Holders, to surrender any right or power herein conferred upon the IssuerCompany, to add security to or for the benefit of the Notes and, in the case of the Security Documents, to or for the benefit of the other secured parties named therein, or to confirm and evidence the release, termination, discharge or retaking of any Guarantee or Lien with respect to or securing the Notes when such release, termination, discharge or retaking is permitted by this Indenture and the Security Documents or as required by the Intercreditor Agreement; (kvi) to release a Guarantor from its Guarantee when permitted by this Indenture and the Intercreditor Agreement; (vii) to make any change that does not adversely affect the rights of the holders in any material respectHolder; (lviii) to provide for comply with any requirement of the appointment of a successor Trustee as permitted by and SEC in accordance connection with qualifying or maintaining the applicable terms of qualification of, this Indenture; orIndenture under the TIA if such qualification is required; (mix) to effect any provisions of this Indenture or to make certain changes to this Indenture to provide for the issuance of Additional PIK Notes or to pay PIK Interest in accordance with the terms of this Indenture; (x) to evidence and provide for the acceptance and appointment (x) under this Indenture of a successor Trustee thereunder pursuant to the requirements hereof or (y) under the Security Documents of a successor Collateral Agent thereunder pursuant to the requirements thereof; (xi) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation to facilitate the issuance and administration of Notes (including PIK Notes and any increased principal amount of Notes as payment for PIK Interest); provided, however, that (i) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (ii) such amendment does not adversely affect the rights of any Holder to transfer Notes; or (xii) to modify the Security Documents and/or the Intercreditor Agreement to secure additional extensions of credit and additional secured creditors holding First Lien Obligations and Second Lien Obligations so long as such First Lien Obligations and Second Lien Obligations are permitted by this Indenture or the Credit Agreement. Upon the request of the Company accompanied by a resolution of the Board of Directors of the Company authorizing the execution of any supplemental indenture entered into to effect any such amendment, supplement or waiver permitted under the terms of this Section 9.01, and upon receipt by the Trustee and Collateral Agent, if applicable, of the documents described in Section 9.06, the Trustee and Collateral Agent, if applicable, shall join with the Company in the execution of such supplemental indenture or supplement or amendment to the Security Documents and Intercreditor Agreement. After an amendment under this Section 9.01 becomes effective, the Company shall give to Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.01.

Without Consent of the Holders. (a) The Issuer Issuers and the Trustee may amend this Indenture, the Notes or the Guarantees without notice to or the consent of any holder: (ai) to cure any ambiguity, omission, mistake, defect or inconsistency; (bii) to provide for the assumption by a Successor Issuer Company (with respect to the Issuer) of the obligations of the Issuer under this Indenture and the Notes; (ciii) to provide for the assumption by a Successor Guarantor Person (with respect to any Guarantor) Guarantor or the US Co-Issuer, as applicable), of the obligations of a Guarantor or the US Co-Issuer, as applicable, under this Indenture and the Notes or its Guarantee, as applicable; (div) to provide for uncertificated Notes in addition to or in place of certificated Notes, provided, however, that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code; (ev) to conform the text of this Indenture, the Notes or the Guarantees to any provision of the “Description of Notes” in the Offering Memorandum to the extent that such provision in this Indenture, the Notes or the Guarantees was intended by the Issuer to be a verbatim recitation of a provision in the “Description of Notes” in the Offering Memorandum, as stated in an Officers’ Certificate of the Issuer; (fvi) to add a Guarantee with respect to the Notes; (g) to add or collateral with respect to the Notes; (hvii) to secure the Notes; (iviii) to release a Guarantor or Successor Guarantor or any guarantee of the Notes Guarantee as permitted by and in accordance with the applicable terms of this Indenture; (jix) to add to the covenants of the Issuer and Parent or the Restricted Subsidiaries Issuers for the benefit of the holders of the Notes or to surrender any right or power herein conferred upon the IssuerParent or the Issuers; (kx) to make any change that does not adversely affect the rights of any holder of the holders Notes in any material respect; (l) to provide for the appointment of a successor Trustee as permitted by and in accordance with the applicable terms of this Indenture; or (mxi) to effect any provisions provision of this Indenture or to make changes to this Indenture to provide for the issuance of Additional Notes. (b) After an amendment under this Section 9.01 becomes effective, the Issuers shall mail, or otherwise deliver in accordance with the procedures of the Depository, to the holders a notice briefly describing such amendment. The failure to give such notice to all holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.01.

Without Consent of the Holders. (a) The Issuer and the Trustee may amend this Indenture, Indenture or the Notes or the Guarantees without notice to or the consent of any holder: (ai) to cure any ambiguity, omission, mistake, defect or inconsistency; (bii) to provide for the assumption by a Successor Issuer (with respect to the Issuer) of the obligations of the Issuer under this Indenture and the Notes; (ciii) to provide for the assumption by a Successor Guarantor Company or Successor (with respect to any Restricted Subsidiary that is a Note Guarantor) ), as the case may be, of the obligations of a Note Guarantor under this Indenture and its Note Guarantee; (div) to provide for uncertificated Notes in addition to or in place of certificated Notes, provided, however, ; provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, Code or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code; (e) to conform the text of this Indenture, the Notes or the Guarantees to any provision of the “Description of the Notes” in the Offering Memorandum; (fv) to add a Note Guarantee with respect to the Notes; (g) to add collateral with respect to the Notes; (hvi) to secure the Notes; (i) to release a Guarantor or Successor Guarantor or any guarantee of the Notes as permitted by and in accordance with the applicable terms of this Indenture; (jvii) to add to the covenants of the Issuer and the Restricted Subsidiaries for the benefit of the holders or to surrender any right or power herein conferred upon the Issuer; (kviii) to make any change that does not adversely affect the rights of the holders in any material respectholder; (lix) to provide for conform the appointment text of this Indenture, the Note Guarantees or the Notes to any provision of the “Description of Notes” in the Offering Memorandum to the extent that such provision in the “Description of Notes” was intended to be a verbatim recitation of a successor Trustee provision of this Indenture, the Note Guarantees or the Notes as permitted certified by and the Issuer in accordance an Officer’s Certificate; (x) to comply with any requirement of the applicable terms SEC in connection with qualifying, or maintaining the qualification of, this Indenture under the TIA to effect any provision of this Indenture; or (mxi) to effect any provisions of this Indenture or to make certain changes to this Indenture to provide for the issuance of Additional Notes. (b) After an amendment under this Section 9.01 becomes effective, the Issuer shall mail to the holders a notice briefly describing such amendment. The failure to give such notice to all holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.01.

Without Consent of the Holders. The Issuer and the Trustee may amend this Indenture, the Notes or the Guarantees without notice to or the consent of any holder: (a1) to cure any ambiguity, omission, mistake, defect or inconsistency; (b2) to provide for the assumption by a Successor Issuer (with respect to the Issuer) of the obligations of the Issuer under this Indenture and the Notes; (c3) to provide for the assumption by a Successor Guarantor (with respect to any Guarantor) of the obligations of a Guarantor under this Indenture and its Guarantee; (d4) 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 notes are described in Section 163(f)(2)(B) of the Code; (e5) to conform the text of this Indenture, the Notes or the Guarantees to any provision of the “Description of the Notes” in the Offering Memorandum to the extent that such provision in this Indenture, the Notes or the Guarantees was intended by the Issuer to be a verbatim recitation of a provision in the “Description of the Notes” in the Offering Memorandum, as stated in an Officer’s Certificate; (f6) to add a Guarantee with respect to the Notes; (g7) to add collateral with respect to the Notes; (h) to secure the Notes; (i) 8) to release a Guarantor or Successor Guarantor or any guarantee of the Notes as permitted by and in accordance with the applicable terms of this Indenture; (j9) to add to the covenants of the Issuer and the Restricted Subsidiaries or other rights for the benefit of the holders or to surrender any right or power herein conferred upon the Issuer; (k10) to make any change that does not adversely affect the rights of the holders any holder in any material respect; (l11) to provide for the appointment of a successor Trustee as permitted by and in accordance with the applicable terms of this Indenture; or (m12) to effect any provisions of this Indenture or to make changes to this Indenture to provide for the issuance of Additional Notes.

Without Consent of the Holders. The Issuer Company, the Guarantors and the Trustee may shall be entitled to amend this Indenture, Indenture and the Notes or the Guarantees Securities without notice to or the consent of any holderHolder: (ai) to cure any ambiguity, omission, mistakedefect, defect mistake or inconsistency; (bii) to provide for the assumption by a Successor Issuer (comply with respect to the Issuer) of the obligations of the Issuer under this Indenture and the NotesArticle V; (c) to provide for the assumption by a Successor Guarantor (with respect to any Guarantor) of the obligations of a Guarantor under this Indenture and its Guarantee; (diii) to provide for uncertificated Notes Securities in addition to or in place of certificated Notes, Securities; provided, however, that the uncertificated Notes Securities are issued in registered form for purposes of Section 163(f) of the Code, Code or in a manner such that the uncertificated Notes Securities are described in Section 163(f)(2)(B) of the Code; (e) to conform the text of this Indenture, the Notes or the Guarantees to any provision of the “Description of the Notes” in the Offering Memorandum; (fiv) to add a Guarantee additional Guarantees with respect to the NotesSecurities or to secure the Securities; (g) to add collateral with respect to the Notes; (h) to secure the Notes; (i) to release a Guarantor or Successor Guarantor or any guarantee of the Notes as permitted by and in accordance with the applicable terms of this Indenture; (jv) to add to the covenants of Parent, the Issuer and the Restricted Subsidiaries Company or any Subsidiary Guarantor for the benefit of the holders Holders or to surrender any right or power herein conferred upon the IssuerCompany or any Subsidiary Guarantor; (kvi) to comply with any requirement of the SEC in connection with qualifying or maintaining the qualification of, this Indenture under the TIA; (vii) to make any change that does not adversely affect the rights of the holders in any material respectHolder; (lviii) to provide for conform the appointment of a successor Trustee as permitted by and in accordance with the applicable terms text of this Indenture; or, the Securities, the Parent Guaranty and the Subsidiary Guaranties to any provision under the heading “Description of the Notes” in the Offering Circular to the extent that such provision was intended to be a verbatim recitation of a provision of this Indenture, the Securities, the Parent Guaranty or the Subsidiary Guaranties;or (mix) to effect make any amendment to the provisions of this Indenture or (including the Appendix) relating to make changes to the transfer and legending of Securities; provided, however, that (a) compliance with this Indenture as so amended would not result in Securities being transferred in violation of the Securities Act or any other applicable securities law and (b) such amendment does not materially and adversely affect the rights of holders to provide for transfer Securities. After an amendment under this Section 9.01 becomes effective, the issuance Company shall mail to Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of Additional Notesan amendment under this Section 9.01.

Without Consent of the Holders. The Issuer and the Trustee may amend this Indenture, the Notes or the Guarantees without notice to or the consent of any holder: (a1) to cure any ambiguity, omission, mistake, defect or inconsistency; (b2) to provide for the assumption by a Successor Issuer (with respect to the Issuer) of the obligations of the Issuer under this Indenture and the Notes; (c3) to provide for the assumption by a Successor Guarantor (with respect to any Guarantor) of the obligations of a Guarantor under this Indenture and its Guarantee; (d4) 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 notes are described in Section 163(f)(2)(B) of the Code; (e5) to conform the text of this Indenture, the Notes or the Guarantees to any provision of the “Description of the Notes” in the Offering Memorandum to the extent that such provision in this Indenture, the Notes or the Guarantees was intended by the Issuer to be a verbatim recitation of a provision in the “Description of the Notes” in the Offering Memorandum, as stated in an Officer’s Certificate; (f6) to add a Guarantee with respect to the Notes; (g7) to add collateral with respect to the Notes; (h) to secure the Notes; (i) 8) to release a Guarantor or Successor Guarantor or any guarantee of the Notes as permitted by and in accordance with the applicable terms of this Indenture; (j9) to add to the covenants of the Issuer and the Restricted Subsidiaries for the benefit of the holders or to surrender any right or power herein conferred upon the Issuer; (k10) to make any change that does not adversely affect the rights of the holders any holder in any material respect; (l11) to provide for the appointment of a successor Trustee as permitted by and in accordance with the applicable terms of this Indenture; or (m12) to effect any provisions of this Indenture or to make changes to this Indenture to provide for the issuance of Additional NotesNotes or to provide for the issuance of exchange notes.

Without Consent of the Holders. The Issuer and the Trustee may amend this Indenture, the Notes or the Guarantees without notice to or the consent of any holder: (a) to cure any ambiguity, omission, mistake, defect or inconsistency; (b) to provide for the assumption by a Successor Issuer (with respect to the Issuer) of the obligations of the Issuer under this Indenture and the Notes; (c) to provide for the assumption by a Successor Guarantor (with respect to any Guarantor) of the obligations of a Guarantor under this Indenture and its Guarantee; (d) to provide for uncertificated Notes in addition to or in place of certificated Notes, provided, however, that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code; (e) to conform the text of this Indenture, the Notes or the Guarantees to any provision of the “Description of the Notes” in the Offering Memorandum;; ​ (f) to add a Guarantee with respect to the Notes; (g) to add collateral with respect to the Notes; (h) to secure the Notes; (i) to release a Guarantor or Successor Guarantor or any guarantee of the Notes as permitted by and in accordance with the applicable terms of this Indenture; (j) to add to the covenants of the Issuer and the Restricted Subsidiaries for the benefit of the holders or to surrender any right or power herein conferred upon the Issuer; (k) to make any change that does not adversely affect the rights of the holders in any material respect; (l) to provide for the appointment of a successor Trustee as permitted by and in accordance with the applicable terms of this Indenture; or (m) to effect any provisions of this Indenture or to make changes to this Indenture to provide for the issuance of Additional Notes.

Without Consent of the Holders. (a) The Issuer Issuers and the Trustee may amend this Indenture, the Notes or and the Guarantees without notice to or the consent of any holder: (ai) to cure any ambiguity, omission, mistake, defect or inconsistency; (bii) to provide for the assumption by a Successor Issuer (with respect to the an Issuer) of the obligations of the an Issuer under this Indenture and the Notes; (ciii) to provide for the assumption by a Successor Subsidiary Guarantor (with respect to any Subsidiary Guarantor) ), as the case may be, of the obligations of a Guarantor under this Indenture and its Guarantee; (div) to provide for uncertificated Notes in addition to or in place of certificated Notes, provided, however, that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code; (ev) to conform the text of this Indenture, the Notes or the Guarantees to any provision of the “Description of Notes” in the Offering Memorandum to the extent that such provision in this Indenture, the Notes or the Guarantees was intended by the Issuers to be verbatim recitation of a provision in the “Description of Notes” in the Offering Memorandum; (fvi) to add a Guarantee guarantee or other obligor with respect to the Notes, (vii) [intentionally omitted]; (g) to add collateral with respect to the Notes; (h) to secure the Notes; (iviii) to release a Guarantor or Successor Guarantor or any guarantee of the Notes Guarantee as permitted by and in accordance with the applicable terms of this Indenture; (jix) [intentionally omitted]; (x) to add to the covenants of the Issuer and the Restricted Subsidiaries Issuers for the benefit of the holders or to surrender any right or power herein conferred upon the IssuerIssuers; (kxi) to comply with any requirement of the SEC in connection with qualifying, or maintaining the qualification of, this Indenture under the TIA; (xii) to make any change that does not adversely affect the rights of the holders in any material respect; (l) to provide for the appointment of a successor Trustee as permitted by and in accordance with the applicable terms of this Indentureholder; or (mxiii) to effect any provisions of this Indenture or to make changes to this Indenture to provide for the issuance of Additional Notes, which shall have terms substantially identical in all material respects to the Initial Notes, and which shall be treated, together with any outstanding Initial Notes, as a single issue of securities. (b) [Intentionally Omitted]. (c) After an amendment under this Section 9.01 becomes effective, the Issuers shall mail, or otherwise deliver in accordance with the procedures of the Depositary, to the holders a notice briefly describing such amendment. The failure to give such notice to all holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.01.

Without Consent of the Holders. The Issuer and the Trustee may amend this Indenture, the Notes Notes, the Guarantees or the Guarantees Escrow Agreement without notice to or the consent of any holder: (a) to cure any ambiguity, omission, mistake, defect or inconsistency; (b) to provide for the assumption by a Successor Issuer (with respect to the Issuer) of the obligations of the Issuer under this Indenture and the Notes; (c) to provide for the assumption by a Successor Guarantor (with respect to any Guarantor) of the obligations of a Guarantor under this Indenture and its Guarantee; (d) to provide for uncertificated Notes in addition to or in place of certificated Notes, provided, however, that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code; (e) to conform the text of this Indenture, the Notes or the Guarantees to any provision of the “Description of the Notes” in the Offering Memorandum; (f) to add a Guarantee with respect to the Notes; (g) to add collateral with respect to the Notes; (h) to secure the Notes; (i) to release a Guarantor or Successor Guarantor or any guarantee of the Notes as permitted by and in accordance with the applicable terms of this Indenture; (j) to add to the covenants of the Issuer and the Restricted Subsidiaries for the benefit of the holders or to surrender any right or power herein conferred upon the Issuer; (k) to make any change that does not adversely affect the rights of the holders in any material respect; (l) to provide for the appointment of a successor Trustee as permitted by and in accordance with the applicable terms of this Indenture; or (m) to effect any provisions of this Indenture or to make changes to this Indenture to provide for the issuance of Additional Notes.

Without Consent of the Holders. The Issuer and the Trustee may amend this Indenture, the Notes or the Guarantees without notice to or the consent of any holder: (a1) to cure any ambiguity, omission, mistake, defect or inconsistency; (b2) to provide for the assumption by a Successor Issuer (with respect to the Issuer) of the obligations of the Issuer under this Indenture and the Notes; (c3) to provide for the assumption by a Successor Guarantor (with respect to any Guarantor) of the obligations of a Guarantor under this Indenture and its Guarantee; (d4) 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 notes are described in Section 163(f)(2)(B) of the Code; (e5) to conform the text of this Indenture, the Notes or the Guarantees to any provision of the “Description of the Notes” in the Offering Memorandum to the extent that such provision in this Indenture, the Notes or the Guarantees was intended by the Issuer to be a verbatim recitation of a provision in the “Description of the Notes” in the Offering Memorandum, as stated in an Officer’s Certificate; (f6) to add a Guarantee with respect to the Notes; (g7) to add collateral with respect to the Notes; (h) to secure the Notes; (i) 8) to release a Guarantor or Successor Guarantor or any guarantee of the Notes as permitted by and in accordance with the applicable terms of this Indenture; (j9) to add to the covenants of the Issuer and the Restricted Subsidiaries for the benefit of the holders or to surrender any right or power herein conferred upon the Issuer; (k) to make any change that does not adversely affect the rights of the holders in any material respect; (l10) to provide for the appointment of a successor Trustee as permitted by and in accordance with the applicable terms of this Indenture; or (m11) to effect any provisions of this Indenture or to make changes to this Indenture to provide for the issuance of Additional Notes.

Without Consent of the Holders. The Issuer Company, the Trustee (and/or the Collateral Agent, as applicable) and the Trustee other parties thereto, as applicable, may amend amend, supplement or otherwise modify (and with respect to the Intercreditor Agreement and any other intercreditor agreement contemplated in this Indenture, replace or substitute) this Indenture, the Notes Security Documents and the Intercreditor Agreement and any Guarantee or Notes, and the Guarantees Company may direct the Trustee to (and/or the Collateral Agent, as applicable), and, upon any such direction, the Trustee (and/or the Collateral Agent, as applicable) shall, enter into an amendment, supplement, modification, replacement or substitution of this Indenture, the Security Documents and the Intercreditor Agreement and any Guarantee or Notes, as applicable, without notice to or the consent of any holderHolder: (ai) to cure any ambiguity, omission, mistake, defect or inconsistency; provided such cure does not adversely affect the rights of any Holder; (bii) to conform the text of this Indenture, the Guarantees, the Notes, the Security Documents or the Intecreditor Agreement to any provision under the heading “Description of the New Notes” in the Offering Memorandum to the extent that such provision was expressly intended to be a verbatim recitation of a provision of this Indenture, the Guarantees and the Notes, as certified by the Company in an Officers’ Certificate; (iii) to provide for the assumption by a Successor Issuer (with respect to the Issuer) successor corporation, partnership or limited liability company of the obligations of the Issuer Company under this Indenture and the NotesNotes to the extent permitted under Article 5; (c) to provide for the assumption by a Successor Guarantor (with respect to any Guarantor) of the obligations of a Guarantor under this Indenture and its Guarantee; (div) to provide for uncertificated Notes in addition to or in place of certificated Notes, provided, however, ; provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, Code or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code; (e) to conform the text of this Indenture, the Notes or the Guarantees to any provision of the “Description of the Notes” in the Offering Memorandum; (fv) to add a Guarantee additional Guarantees with respect to the Notes; Notes (g) including to add collateral comply with respect to the Notes; (h) to secure the Notes; (i) to release a Guarantor or Successor Guarantor or any guarantee of the Notes as permitted by and in accordance with the applicable terms of this Indenture; (j) Section 4.10), to add to the covenants of the Issuer and the Restricted Subsidiaries Company for the benefit of the holders or Holders, to surrender any right or power herein conferred upon the IssuerCompany, to add security to or for the benefit of the Notes and, in the case of the Security Documents, to or for the benefit of the other secured parties named therein, or to confirm and evidence the release, termination, discharge or retaking of any Guarantee or Lien with respect to or securing the Notes when such release, termination, discharge or retaking is permitted by the Indenture and the Security Documents or as required by the Intercreditor Agreement; (kvi) to release a Guarantor from its Guarantee when permitted by this Indenture and the Intercreditor Agreement; (vii) to make any change that does not adversely affect the rights of the holders in any material respectHolder; (lviii) to provide for comply with any requirement of the appointment of a successor Trustee as permitted by and SEC in accordance connection with qualifying or maintaining the applicable terms of qualification of, this Indenture; orIndenture under the TIA if such qualification is required; (mix) to effect any provisions of this Indenture or to make certain changes to this Indenture to provide for the issuance of Additional PIK Notes or to pay PIK Interest in accordance with the terms of this Indenture; (x) to evidence and provide for the acceptance and appointment (x) under this Indenture of a successor Trustee thereunder pursuant to the requirements hereof or (y) under the Security Documents of a successor Collateral Agent thereunder pursuant to the requirements thereof; (xi) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation to facilitate the issuance and administration of Notes (including PIK Notes and any increased principal amount of Notes as payment for PIK Interest); provided, however, that (i) compliance with the this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (ii) such amendment does not adversely affect the rights of any Holder to transfer Notes; or (xii) to modify the Security Documents and/or the Intercreditor Agreement to secure additional extensions of credit and additional secured creditors holding First Lien Obligations and Second Lien Obligations so long as such First Lien Obligations and Second Lien Obligations are permitted by this Indenture or the Credit Agreement. Upon the request of the Company accompanied by a resolution of the Board of Directors of the Company authorizing the execution of any supplemental indenture entered into to effect any such amendment, supplement or waiver permitted under the terms of this Section 9.01, and upon receipt by the Trustee and Collateral Agent, if applicable, of the documents described in Section 9.06, the Trustee and Collateral Agent, if applicable, shall join with the Company in the execution of such supplemental indenture or supplement or amendment to the Security Documents and Intercreditor Agreement. After an amendment under this Section 9.01 becomes effective, the Company shall give to Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.01.

Without Consent of the Holders. The Issuer Company and the Trustee may amend this Indenture, the Notes or the Guarantees without notice to or the consent of any holder: (a1) to cure any ambiguity, omission, mistake, defect or inconsistency; (b2) to provide for the assumption by a Successor Issuer Company (with respect to the IssuerCompany) of the obligations of the Issuer Company under this Indenture and the Notes; (c3) to provide for the assumption by a Successor Guarantor (with respect to any Guarantor) of the obligations of a Guarantor under this Indenture and its Guarantee; (d4) 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 notes are described in Section 163(f)(2)(B) of the Code; (e5) to add a Guarantee with respect to the Notes; (6) to add collateral to secure the Notes; (7) to release a Guarantor or any guarantee of the Notes as permitted by this Indenture; (8) to add to the covenants of the Company for the benefit of the holders or to surrender any right or power herein conferred upon the Company; (9) to make any change that does not adversely affect the rights of any holder in any material respect; (10) to conform the text of this Indenture, the Notes or the Guarantees to any provision of the “Description of the Notes” in the Offering Memorandum to the extent that such provision in this Indenture, the Notes or the Guarantees was intended by the Company to be a verbatim recitation of a provision in the “Description of the Notes” in the Offering Memorandum, as stated in an Officers’ Certificate; (f) to add a Guarantee with respect to the Notes; (g) to add collateral with respect to the Notes; (h) to secure the Notes; (i) to release a Guarantor or Successor Guarantor or any guarantee of the Notes as permitted by and in accordance with the applicable terms of this Indenture; (j) to add to the covenants of the Issuer and the Restricted Subsidiaries for the benefit of the holders or to surrender any right or power herein conferred upon the Issuer; (k) to make any change that does not adversely affect the rights of the holders in any material respect; (l11) to provide for the appointment of a successor Trustee as permitted by and this Indenture; (12) to comply with any requirement of the SEC in accordance connection with qualifying, or maintaining the applicable terms qualification of, this Indenture under the TIA; (13) to effect any provisions of this Indenture; or (m14) to effect any provisions of this Indenture or to make changes to this Indenture to provide for the issuance of Additional Notes.

Without Consent of the Holders. The Issuer and the Trustee may amend this Indenture, the Notes or the Guarantees without notice to or the consent of any holder: (a1) to cure any ambiguity, omission, mistake, defect or inconsistency; (b2) to provide for the assumption by a Successor Issuer (with respect to the Issuer) of the obligations of the Issuer under this Indenture and the Notes; (c3) to provide for the assumption by a Successor Guarantor (with respect to any Guarantor) of the obligations of a Guarantor under this Indenture and its Guarantee; (d4) 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 notes are described in Section 163(f)(2)(B) of the Code; (e5) to conform the text of this Indenture, the Notes or the Guarantees to any provision of the “Description of the Notes” in the Offering Memorandum to the extent that such provision in this Indenture, the Notes or the Guarantees was intended by the Issuer to be a verbatim recitation of a provision in the “Description of the Notes” in the Offering Memorandum, as stated in an Officer’s Certificate; (f6) to add a Guarantee with respect to the Notes; (g7) to add collateral with respect to the Notes; (h) to secure the Notes; (i) 8) to release a Guarantor or Successor Guarantor or any guarantee of the Notes as permitted by and in accordance with the applicable terms of this Indenture; (j9) to add to the covenants of the Issuer and the Restricted Subsidiaries for the benefit of the holders or to surrender any right or power herein conferred upon the Issuer; (k10) to make any change that does not adversely affect the rights of the holders any holder in any material respect; (l11) to provide for the appointment of a successor Trustee as permitted by and in accordance with the applicable terms of this Indenture; or (m12) to effect any provisions of this Indenture or to make changes to this Indenture to provide for the issuance of Additional Notes.