Common use of Additional Intercreditor Agreements Clause in Contracts

Additional Intercreditor Agreements. (A) At the request of the Issuer, at the time of, or prior to, the incurrence of any Indebtedness that is expressly permitted under this Indenture to share the Collateral or that is otherwise permitted to be incurred under this Indenture, the Issuer, the relevant Subsidiary Guarantors, the Trustee and the Collateral Agent will (without the consent of Holders), to the extent authorized and permitted under the then-existing applicable Intercreditor Agreement(s), enter into such amendments, supplements or agreements as necessary to add the obligees of such Indebtedness and/or any representative(s) thereof as party to the applicable Intercreditor Agreement(s), or an additional intercreditor agreement (each such agreement, an “Additional Intercreditor Agreement”); provided that such amendments, supplements, agreements or such Additional Intercreditor Agreement will not impose any personal obligations on the Trustee or the Collateral Agent or adversely affect the rights, duties, liabilities or immunities of the Trustee or the Collateral Agent under the Indenture or any Intercreditor Agreement. (B) At the written direction of the Issuer and without the consent of the Holders, the Trustee and the Collateral Agent, to the extent authorized and permitted under the applicable Intercreditor Agreement, shall upon the written direction of the Issuer from time to time enter into one or more Additional Intercreditor Agreements or amendments or supplements of the Intercreditor Agreement(s) to: (1) cure any ambiguity, omission, defect or inconsistency therein; (2) increase the amount of Indebtedness permitted to be incurred or issued under this Indenture of the types covered thereby that may be incurred by the Issuer or any other Note Party that is subject thereto (including the addition of provisions relating to new Indebtedness); (3) add Subsidiary Guarantors thereto; (4) further secure the Notes (including any Additional Notes); (5) allow any successor Trustee and/or Collateral Agent to accede as a party thereto; or (6) make any other such change thereto that does not adversely affect the rights of holders of the Notes in any material respect; provided that such Additional Intercreditor Agreement will not impose any personal obligations on the Trustee or the Collateral Agent or adversely affect the rights, duties, liabilities or immunities of the Trustee or the Collateral Agent under the Indenture or the Intercreditor Agreements. (C) In executing any execution of the Additional Intercreditor Agreement or the amendments or supplements of an Intercreditor Agreement in accordance with this Section 14.02, the Trustee and the Collateral Agent, as the case may be, will be entitled to receive, and (subject to Sections 10.01 and 10

Additional Intercreditor Agreements. (Aa) At the request of the IssuerBorrower, at in connection with the time of, Incurrence by the Borrower or prior to, the incurrence a Restricted Subsidiary of any Indebtedness that is expressly permitted under this Indenture to share the Collateral or that is otherwise permitted pursuant to be incurred under this Indenturethe definition of Permitted Collateral Liens, the IssuerBorrower or a Restricted Subsidiary, the relevant Subsidiary Guarantors, the Trustee Administrative Agent and the Collateral Security Agent will (without the consent of Holders), to the extent authorized and permitted under the then-existing applicable Intercreditor Agreement(s), shall enter into such amendments, supplements or agreements as necessary to add with the obligees holders of such Indebtedness and/or any representative(s(or their duly authorized Representatives) thereof as party to the applicable Intercreditor Agreement(s), or an additional intercreditor agreement (each such agreement, an “Additional Intercreditor Agreement”); provided that such amendments) or a restatement, supplements, agreements amendment or such Additional other modification of the existing Intercreditor Agreement will on substantially the same terms as the Intercreditor Agreement (or terms not impose any personal obligations on materially less favorable to the Trustee or Lenders), including containing substantially the Collateral Agent or adversely affect the rights, duties, liabilities or immunities same terms with respect to release of Loan Guarantees and priority and release of the Trustee Liens over Collateral (or the Collateral Agent under the Indenture or any Intercreditor Agreement. (B) At the written direction of the Issuer and without the consent of the Holders, the Trustee and the Collateral Agent, terms not materially less favorable to the extent authorized and permitted under the applicable Intercreditor Agreement, shall upon the written direction of the Issuer from time to time enter into one or more Additional Intercreditor Agreements or amendments or supplements of the Intercreditor Agreement(s) to: (1) cure any ambiguity, omission, defect or inconsistency therein; (2) increase the amount of Indebtedness permitted to be incurred or issued under this Indenture of the types covered thereby that may be incurred by the Issuer or any other Note Party that is subject thereto (including the addition of provisions relating to new IndebtednessLenders); (3) add Subsidiary Guarantors thereto; (4) further secure the Notes (including any Additional Notes); (5) allow any successor Trustee and/or Collateral Agent to accede as a party thereto; or (6) make any other such change thereto that does not adversely affect the rights of holders of the Notes in any material respect; provided that such Additional Intercreditor Agreement will not impose any personal obligations on the Trustee or the Collateral Administrative Agent or Security Agent or, in the opinion of the Administrative Agent or Security Agent, as applicable, adversely affect the rights, duties, liabilities or immunities of the Trustee Administrative Agent or the Collateral Security Agent under the Indenture this Agreement or the Intercreditor AgreementsAgreement. For the avoidance of doubt, subject to the first sentence of this Section 4.13(a) and Section 4.13(b), any such Additional Intercreditor Agreement may provide for pari passu or subordinated security interests in respect of any such Indebtedness (to the extent such Indebtedness is permitted to share the Collateral pursuant to the definition of Permitted Collateral Lien). (Cb) In executing any execution At the direction of the Borrower and without the consent of Secured Parties, the Administrative Agent and the Security Agent shall from time to time enter into one or more amendments to any Intercreditor Agreement or Additional Intercreditor Agreement to: (1) cure any ambiguity, omission, defect or inconsistency of any such agreement, (2) increase the amendments amount or supplements types of Indebtedness covered by any such agreement that may be Incurred by the Borrower or a Guarantor that is subject to any such agreement (including with respect to any Intercreditor Agreement or Additional Intercreditor Agreement, the addition of provisions relating to new Indebtedness ranking junior in right of payment to the Obligations), (3) add Restricted Subsidiaries to the Intercreditor Agreement or an Additional Intercreditor Agreement, (4) further secure the Obligations, (5) make provision for equal and ratable pledges of the Collateral to secure any Incremental Loans, (6) implement any Permitted Collateral Liens, (7) amend the Intercreditor Agreement or any Additional Intercreditor Agreement in accordance with the terms thereof; (8) make any change reasonably necessary, in the good faith determination of the Borrower in order to implement any transaction that is subject to Article V of this Section 14.02Annex I; or (9) implement any transaction in connection with the renewal extension, refinancing, replacement or increase of the Indebtedness that is not prohibited by this Agreement or make any other change to any such agreement that does not adversely affect the Lenders in any material respect; provided that no such changes shall be permitted to the extent they affect the ranking of any Obligation or Loan Guarantee, enforcement of Liens over the Collateral, the Trustee application of proceeds from the enforcement of Collateral or the release of any Loan Guarantees or Lien over Collateral in a manner than would adversely affect the rights of the Lenders in any material respect except as otherwise permitted by this Agreement, the Security Documents the Intercreditor Agreement or any Additional Intercreditor Agreement immediately prior to such change. The Borrower shall not otherwise direct the Administrative Agent or the Security Agent to enter into any amendment to any Intercreditor Agreement without the consent of the Required Lenders, except as otherwise permitted under Section 9.08 of the Credit Agreement, and the Collateral Borrower may only direct the Administrative Agent and the Security Agent to enter into any amendment to the extent such amendment does not impose any personal obligations on the Administrative Agent or Security Agent or, in the opinion of the Administrative Agent or Security Agent, as adversely affect their respective rights, duties, liabilities or immunities under this Agreement or the case may beIntercreditor Agreement or any Additional Intercreditor Agreement. (c) In relation to any Intercreditor Agreement or Additional Intercreditor Agreement, will at the request of the Borrower, the Administrative Agent (and Security Agent, if applicable) shall consent on behalf of the Lenders to the payment, repayment, purchase, repurchase, defeasance, acquisition, retirement or redemption of any obligations subordinated to the Loans thereby; provided, however, that such transaction would comply with Section 4.05 hereof. (d) Each Lender shall be entitled deemed to receivehave agreed to and accepted the terms and conditions of the Intercreditor Agreement or any Additional Intercreditor Agreement (whether then entered into or entered into in the future pursuant to the provisions described herein), and (subject to Sections 10.01 have directed the Administrative Agent and 10the Security Agent to enter into the Intercreditor Agreement and any such Additional Intercreditor Agreement.

Additional Intercreditor Agreements. (A) At the request of the IssuerCompany, at the time of, or prior to, the any incurrence of any Financial Indebtedness that is expressly permitted under this Indenture to share the Collateral or that is otherwise permitted to be incurred under this IndentureCollateral, the IssuerCompany, the relevant Subsidiary Guarantors, the Trustee and Trustee, the Collateral Agent will and the International Security Agent may (without the consent of the majority in principal amount of the Holders), ) amend the Intercreditor Agreement to the extent authorized and permitted under the then-existing applicable Intercreditor Agreement(s), reflect such additional Financial Indebtedness or enter into such amendments, supplements or agreements as necessary to add a new intercreditor agreement with the obligees holders of such Financial Indebtedness and/or any representative(s(or their duly authorized representatives) thereof as party to the applicable Intercreditor Agreement(s), or an additional intercreditor agreement (each such agreement, an “Additional Intercreditor Agreement”)) on substantially the same terms as, and in any event terms not adverse to the Holders in any material respect compared to, the Intercreditor Agreement, including with respect to enforcement instructions, distributions and releases of Note Guarantees and Collateral; provided that such amendments, supplements, agreements any amendment to the Intercreditor Agreement or such any Additional Intercreditor Agreement will not impose any personal obligations on the Trustee Trustee, the Collateral Agent or the Collateral International Security Agent or adversely affect the rights, duties, liabilities or immunities of the Trustee or Trustee, the Collateral Agent or the International Security Agent under the this Indenture or any the Intercreditor Agreement. (B) At Agreement as in effect on the written direction Issue Date. Each Holder, by accepting such Note, shall be deemed to have agreed to and accepted the terms and conditions of the Issuer and without the consent of the Holders, the Trustee and the Collateral Agent, to the extent authorized and permitted under the applicable Intercreditor Agreement, shall upon any amendment thereto and any Additional Intercreditor Agreement (whether then entered into or entered into in the written direction future pursuant to the terms of this Indenture, the Issuer Security Documents or any Additional Intercreditor Agreements) and to have authorized and directed entry into such documents by the Trustee, the Collateral Agent and the International Security Agent from time to time enter into one or more Additional Intercreditor Agreements or amendments or supplements of and neither the Intercreditor Agreement(s) to: (1) cure any ambiguity, omission, defect or inconsistency therein; (2) increase Trustee nor the amount of Indebtedness permitted to be incurred or issued under this Indenture of the types covered thereby that may be incurred by the Issuer or any other Note Party that is subject thereto (including the addition of provisions relating to new Indebtedness); (3) add Subsidiary Guarantors thereto; (4) further secure the Notes (including any Additional Notes); (5) allow any successor Trustee and/or Collateral Agent nor the International Security Agent shall be required to accede as a party thereto; or (6) make seek the consent of any other such change thereto that does not adversely affect the rights of holders of the Notes in any material respect; provided that such Additional Intercreditor Agreement will not impose any personal to perform its obligations on the Trustee or the Collateral Agent or adversely affect the rights, duties, liabilities or immunities of the Trustee or the Collateral Agent under the Indenture or the Intercreditor Agreements. (C) In executing any execution of the Additional Intercreditor Agreement or the amendments or supplements of an Intercreditor Agreement and in accordance with this Section 14.02, the Trustee and the Collateral Agent, as the case may be, will be entitled to receive, and (subject to Sections 10.01 and 104.28.

Additional Intercreditor Agreements. (Aa) At Each party hereto agrees that the request of the Issuer, at the time of, or prior to, the incurrence of any Indebtedness that is expressly permitted under this Indenture to share the Collateral or that is otherwise permitted to be incurred under this Indenture, the Issuer, the relevant Subsidiary Guarantors, the Trustee First Lien Claimholders (as among themselves) and the Collateral Agent will Second Lien Claimholders (without the consent of Holders), to the extent authorized and permitted under the then-existing applicable Intercreditor Agreement(s), as among themselves) may each enter into such amendments, supplements intercreditor agreements (or agreements as necessary to add the obligees of such Indebtedness and/or any representative(ssimilar arrangements) thereof as party to with the applicable Intercreditor Agreement(s), First Lien Collateral Agents or an additional intercreditor agreement (each such agreement, an “Additional Intercreditor Agreement”); provided that such amendments, supplements, agreements or such Additional Intercreditor Agreement will not impose any personal obligations on the Trustee or the Second Lien Collateral Agent or adversely affect the rights, duties, liabilities or immunities of the Trustee or the Collateral Agent under the Indenture or any Intercreditor Agreement. (B) At the written direction of the Issuer and without the consent of the Holders, the Trustee and the Collateral Agent, to the extent authorized and permitted under the applicable Intercreditor Agreement, shall upon the written direction of the Issuer from time to time enter into one or more Additional Intercreditor Agreements or amendments or supplements of the Intercreditor Agreement(s) to: (1) cure any ambiguity, omission, defect or inconsistency therein; (2) increase the amount of Indebtedness permitted to be incurred or issued under this Indenture of the types covered thereby that may be incurred by the Issuer or any other Note Party that is subject thereto (including the addition of provisions relating to new Indebtedness); (3) add Subsidiary Guarantors thereto; (4) further secure the Notes (including any Additional Notes); (5) allow any successor Trustee and/or Collateral Agent to accede as a party thereto; or (6) make any other such change thereto that does not adversely affect the rights of holders of the Notes in any material respect; provided that such Additional Intercreditor Agreement will not impose any personal obligations on the Trustee or the Collateral Agent or adversely affect the rights, duties, liabilities or immunities of the Trustee or the Collateral Agent under the Indenture or the Intercreditor Agreements. (C) In executing any execution of the Additional Intercreditor Agreement or the amendments or supplements of an Intercreditor Agreement in accordance with this Section 14.02, the Trustee and the Collateral AgentAgents, as the case may be, will governing the rights, benefits and privileges as among the First Lien Claimholders in respect of any or all of the First Lien Collateral, this Agreement and the First Lien Collateral Documents or as among the Second Lien Claimholders in respect of any or all of the Second Lien Collateral, this Agreement or the Second Lien Collateral Documents, as the case may be, including as to the application of proceeds of any Collateral, voting rights, control of any Collateral and waivers with respect to any Collateral, in each case so long as the terms thereof do not violate or conflict with the terms of this Agreement or the First Lien Documents or the Second Lien Documents, as applicable. In any event, if a respective intercreditor agreement (or similar arrangement) exists, the provisions thereof shall not be entitled (or be construed to receivebe) an amendment, modification or other change to this Agreement or any other First Lien Document or Second Lien Document, and the provisions of this Agreement and the other First Lien Documents and Second Lien Documents shall remain in full force and effect in accordance with the terms hereof and thereof (subject as such provisions may be amended, modified or otherwise supplemented from time to Sections 10.01 time in accordance with the terms thereof, including to give effect to any intercreditor agreement (or similar arrangement)). (b) In addition, in the event that the Top Borrower or any of its subsidiaries incurs any obligations in respect of Indebtedness that is permitted by the First Lien Documents and 10the Second Lien Documents to be secured by a Lien on any Collateral that is junior to the Liens thereon securing any First Lien Obligations and all Second Lien Obligations and such obligations are not designated by the Top Borrower as Second Lien Obligations, then the First Lien Collateral Agents and/or the Second Lien Collateral Agents shall upon the request of the Top Borrower enter into a Market Intercreditor Agreement (as defined in the First Lien Credit Agreement and the Second Lien Credit Agreement on the date hereof and/or, in each case, any similar term in any First Lien Document and/or any Second Lien Document, as applicable) or another intercreditor agreement that is reasonably satisfactory to the First Lien Collateral Agents and the Second Lien Collateral Agents with the holders of such other obligations (or their agent, trustee or other representative) to reflect the relative Lien priorities of such parties with respect to the Collateral (or the relevant portion thereof) and governing the relative rights, benefits and privileges as among such parties in respect of such Collateral, including as to application of the proceeds of such Collateral, voting rights, control of such Collateral and waivers with respect to such Collateral, in each case, so long as such secured obligations are not prohibited by, and the terms of such intercreditor agreement do not violate or conflict with, the provisions of this Agreement or any of the First Lien Documents or Second Lien Documents, as the case may be. If any such intercreditor agreement (or similar arrangement) is entered into, the provisions thereof shall not be (or be construed to be) an amendment, modification or other change to this Agreement or any First Lien Documents or Second Lien Documents, and the provisions of this Agreement, the First Lien Documents and the Second Lien Documents shall remain in full force and effect in accordance with the terms hereof and thereof (as such provisions may be amended, modified or otherwise supplemented from time to time in accordance with the respective terms thereof, including to give effect to any intercreditor agreement (or similar arrangement)) and in the event of any conflict between the terms of this Agreement and the terms of such other intercreditor agreement as it related to the First Lien Claimholders on the one hand and the Second Lien Claimholders on the other hand, the provisions of this Agreement shall govern and control.

Additional Intercreditor Agreements. (A) At the request and expense of the Issuer, at the time of, or prior to, the incurrence of any Indebtedness Debt that is expressly permitted under this Indenture to share the Collateral or that is otherwise permitted to be incurred under this IndentureCollateral, the Issuer, the relevant Subsidiary Guarantors, the Trustee and the Collateral Security Agent will (without the consent of Holders), to the extent authorized and permitted under the then-existing applicable Intercreditor Agreement(s), shall enter into such amendments, supplements or agreements as necessary to add the obligees of such Indebtedness and/or any representative(s) thereof as party to the applicable Intercreditor Agreement(s), or an additional intercreditor agreement on terms substantially similar to the Intercreditor Agreement or the RSA Intercreditor Agreement or an amendment to the Intercreditor Agreement or the RSA Intercreditor Agreement (each such agreement, an “Additional Intercreditor Agreement”which amendment does not adversely affect the rights of Holders in any material respect); provided that such amendments, supplements, agreements or such Additional Intercreditor Agreement amendment or additional intercreditor agreement will not impose any personal obligations on the Trustee or the Collateral Security Agent or adversely affect the rights, duties, liabilities or immunities of the Trustee or the Collateral Agent under the Indenture or any Intercreditor Agreement. (B) At the written direction of the Issuer and without the consent of the Holders, the Trustee and the Collateral Agent, to the extent authorized and permitted under the applicable Intercreditor Agreement, shall upon the written direction of the Issuer from time to time enter into one or more Additional Intercreditor Agreements or amendments or supplements of the Intercreditor Agreement(s) to: (1) cure any ambiguity, omission, defect or inconsistency therein; (2) increase the amount of Indebtedness permitted to be incurred or issued under this Indenture or the Intercreditor Agreement. At the request and expense of the types covered thereby that may be incurred by Issuer, at the Issuer time of, or prior to, the incurrence of any other Note Party Debt that is subject thereto unsecured Debt, the Issuer, the relevant Guarantors, the Trustee, the Security Agent and the financier representative for such unsecured Debt shall enter into an additional intercreditor agreement on customary terms providing for limitations on enforcement (including customary standstill periods) for the addition financiers of provisions relating to new Indebtedness); (3) add Subsidiary Guarantors thereto; (4) further secure the Notes (including any Additional Notes); (5) allow any successor Trustee and/or Collateral Agent to accede as a party thereto; or (6) make any other such change thereto that does not adversely affect the rights of holders of the Notes in any material respectunsecured Debt; provided that such Additional Intercreditor Agreement additional intercreditor agreement will not impose any personal obligations on the Trustee or the Collateral Security Agent or adversely affect the rights, duties, liabilities or immunities of the Trustee or the Collateral Agent under the this Indenture or the Intercreditor Agreements. (C) In executing any execution Agreement. Upon the request and at the expense of the Additional Issuer, the Trustee and the Post-Restructuring Guarantors will accede to the Intercreditor Agreement or and if applicable the amendments or supplements of an RSA Intercreditor Agreement on or prior to the date of this Indenture. Each Holder of a Note, by accepting such Note, shall be deemed to have agreed to and accepted such accession and the terms and conditions of the Intercreditor Agreement and the RSA Intercreditor Agreement and each additional intercreditor agreement, and neither the Trustee nor the Security Agent shall be required to seek the consent of any Holders to perform its obligations under and in accordance with this Section 14.02, the Trustee and the Collateral Agent, as the case may be, will be entitled to receive, and (subject to Sections 10.01 and 104.19.

Additional Intercreditor Agreements. (Aa) At the request of the IssuerIssuers, at in connection with the time of, Incurrence by the Company or prior to, the incurrence Restricted Subsidiaries of any Indebtedness that is expressly for borrowed money permitted under this Indenture pursuant to share Section 3.2 constituting First Lien Obligations or Subordinated Indebtedness of the Collateral Company, any Issuer or that is otherwise permitted any Guarantor, or any Indebtedness of the Company, any Issuer or any Guarantor to be incurred under this Indenturesecured by Liens having Junior Lien Priority, the IssuerCompany, the Issuers, the relevant Subsidiary Guarantors, Restricted Subsidiaries and the Trustee and the Collateral Agent will (without the consent of Holders), to the extent authorized and permitted under the then-existing applicable Intercreditor Agreement(s), shall enter into such amendments, supplements or agreements as necessary to add with the obligees holders of such Indebtedness and/or (or their duly authorized Representatives) one or more intercreditor agreements (including any representative(sJunior Intercreditor Agreement) thereof as party to the applicable Intercreditor Agreement(s), or an additional intercreditor agreement (each such agreement, an “Additional Intercreditor Agreement”); provided that such amendments, supplements, agreements or such Additional which shall (other than in the case of any Junior Intercreditor Agreement) be on substantially the same terms as the First Lien Intercreditor Agreement will (or on terms not impose any personal obligations on the Trustee or the Collateral Agent or adversely affect the rights, duties, liabilities or immunities of the Trustee or the Collateral Agent under the Indenture or any Intercreditor Agreement. (B) At the written direction of the Issuer and without the consent of the Holders, the Trustee and the Collateral Agent, materially less favorable to the extent authorized and permitted under the applicable Intercreditor Agreement, shall upon the written direction of the Issuer from time to time enter into one or more Additional Intercreditor Agreements or amendments or supplements of the Intercreditor Agreement(s) to: (1) cure any ambiguity, omission, defect or inconsistency therein; (2) increase the amount of Indebtedness permitted to be incurred or issued under this Indenture of the types covered thereby that may be incurred by the Issuer or any other Note Party that is subject thereto (including the addition of provisions relating to new Indebtedness); (3) add Subsidiary Guarantors thereto; (4) further secure the Notes (including any Additional Notes); (5) allow any successor Trustee and/or Collateral Agent to accede as a party thereto; or (6) make any other such change thereto that does not adversely affect the rights of holders of the Notes in any material respectNotes), including containing substantially the same terms with respect to enforcement and release of Note Guarantees and Collateral; provided provided, however, that such Additional Intercreditor Agreement will not impose any personal obligations on the Trustee or the Collateral Agent or or, in the opinion of the Trustee, adversely affect the rights, duties, liabilities or immunities of the Trustee or the Collateral Agent under the this Indenture or the First Lien Intercreditor AgreementsAgreement. (Cb) In executing any execution At the direction of the Issuers and without the consent of Holders, the Trustee shall from time to time enter into one or more amendments to the First Lien Intercreditor Agreement or any Additional Intercreditor Agreement to: (i) cure any ambiguity, omission, mistake, defect or inconsistency of any such agreement, (ii) increase the amount or types of Indebtedness covered by any such agreement that may be Incurred by the Company or a Restricted Subsidiary (including with respect to the First Lien Intercreditor Agreement or any Additional Intercreditor Agreement the addition of provisions relating to new Indebtedness ranking junior in right of payment to the Notes), (iii) add parties to the First Lien Intercreditor Agreement or an Additional Intercreditor Agreement, including Guarantors, or successors, including successor trustees or other Representatives, (iv) secure the Notes (including Additional Notes), First Lien Obligations or any Subordinated Indebtedness, in each case to the extent permitted to be Incurred and so secured hereunder, (v) make provision for pledges of any collateral to secure the Notes (including any Additional Notes), First Lien Obligations or any Subordinated Indebtedness, in each case to the extent permitted to be Incurred and so secured hereunder or (vi) make any other change to any such agreement that does not adversely affect the Notes in any material respect. The Issuers shall not otherwise direct the Trustee to enter into any amendment to the First Lien Intercreditor Agreement or any Additional Intercreditor Agreement without the consent of the Holders representing a majority in aggregate principal amount of the Notes then outstanding, except as otherwise permitted under Article IX of this Indenture and the Issuers may only direct the Trustee to enter into any amendment to the extent such amendment does not impose any personal obligations on the Trustee or, in the opinion of the Trustee, adversely affect the rights, duties, liabilities or immunities of the Trustee under this Indenture or the amendments or supplements of an First Lien Intercreditor Agreement or any Additional Intercreditor Agreement. (c) Each Holder, by accepting a Note, shall be deemed to have agreed to and accepted the terms and conditions of the First Lien Intercreditor Agreement and any Additional Intercreditor Agreement (whether then entered into or entered into in accordance with this Section 14.02, the future pursuant to the provisions described herein) and the performance by the Trustee of its obligations and the Collateral Agent, as exercise of its rights thereunder and in connection therewith. A copy of the case may be, will First Lien Intercreditor Agreement and any Additional Intercreditor Agreement shall be entitled to receive, and (subject to Sections 10.01 and 10made available for inspection during normal business hours on any Business Day upon prior written request at the offices of the Issuers.

Additional Intercreditor Agreements. (Aa) At the request of the IssuerCompany, at in connection with the time of, Incurrence by the Company or prior toany Restricted Subsidiary of (x) any Indebtedness secured on Collateral or as otherwise required herein and (y) any Refinancing Indebtedness in respect of Indebtedness referred to in the foregoing clause (x), the incurrence of any Indebtedness that is expressly permitted under this Indenture to share the Collateral or that is otherwise permitted to be incurred under this Indenture, the IssuerCompany, the relevant Subsidiary GuarantorsRestricted Subsidiaries, the Trustee and the Collateral Security Agent will (without the consent of Holders), to the extent authorized and permitted under the then-existing applicable Intercreditor Agreement(s), shall enter into such amendments, supplements or agreements as necessary to add with the obligees holders of such Indebtedness and/or any representative(s(or their duly authorized representatives) thereof as party to the applicable Intercreditor Agreement(s), or an additional intercreditor agreement (each such agreement, an “Additional Intercreditor Agreement”) or a restatement, amendment or other modification of the existing Intercreditor Agreement on substantially the same terms as the Intercreditor Agreement (or terms not materially less favorable to the Holders (taken as a whole)), including substantially the same terms with respect to release of Notes Guarantees and priority and release of the Security Interests; provided that such amendments, supplements, agreements or (1) such Additional Intercreditor Agreement will not impose any personal obligations on the Trustee or Security Agent or, in the Collateral Agent opinion of the Trustee or Security Agent, as applicable, adversely affect the rights, duties, liabilities liabilities, indemnities or immunities of the Trustee or the Collateral Security Agent under this Indenture, the Indenture Intercreditor Agreement or any Additional Intercreditor AgreementAgreement and (2) if more than one such intercreditor agreement is outstanding at any time, the correlative terms of such intercreditor agreements must not conflict. (Bb) At the written direction of the Issuer Company and without the consent of the Holders, the Trustee and the Collateral Agent, to the extent authorized and permitted under the applicable Intercreditor Agreement, Security Agent shall upon the written direction of the Issuer from time to time enter into one or more amendments to the Intercreditor Agreement or any Additional Intercreditor Agreements or amendments or supplements of the Intercreditor Agreement(s) Agreement to: (1) cure any ambiguity, omission, defect defect, manifest error or inconsistency therein; of any such agreement, (2) increase the amount or types of Indebtedness permitted to be incurred or issued under this Indenture of the types covered thereby by any such agreement that may be incurred Incurred by the Issuer Company or any other Note Party Restricted Subsidiary that is subject thereto to any such agreement (including with respect to the Intercreditor Agreement or any Additional Intercreditor Agreement, the addition of provisions relating to new IndebtednessIndebtedness ranking junior in right of payment to the Notes); , (3) add Subsidiary Guarantors thereto; Restricted Subsidiaries to the Intercreditor Agreement or an Additional Intercreditor Agreement, (4) further secure the obligations under the ABL Facility or Notes (including any Additional Notes); , (5) allow any successor Trustee and/or make provision for equal and ratable pledges of the Collateral Agent to accede as a party thereto; or secure Additional Notes, (6) implement any Permitted Collateral Liens, (7) amend the Intercreditor Agreement or any Additional Intercreditor Agreement in accordance with the terms thereof, (8) make any other change to any such change thereto agreement that does not adversely affect the rights Holders (taken as a whole) in any material respect or (9) make all necessary provisions to ensure that the Notes are secured by the relevant Liens over the Collateral. The Company shall not otherwise direct the Trustee or the Security Agent to enter into any amendment to the Intercreditor Agreement or any Additional Intercreditor Agreement without the consent of holders the Holders of the majority in aggregate principal amount of the Notes in then outstanding, except as otherwise permitted under this Article 9, and the Company may only direct the Trustee and the Security Agent to enter into any material respect; provided that amendment to the extent such Additional Intercreditor Agreement will amendment does not impose any personal obligations on the Trustee or Security Agent or, in the Collateral Agent opinion of the Trustee or Security Agent, adversely affect the their respective rights, duties, liabilities liabilities, indemnities or immunities of the Trustee or the Collateral Agent under the this Indenture or the Intercreditor AgreementsAgreement or any Additional Intercreditor Agreement. (Cc) In executing any execution relation to the Intercreditor Agreement or Additional Intercreditor Agreement, the Trustee (and Security Agent, if applicable) shall consent on behalf of the Holders to the payment, repayment, purchase, repurchase, defeasance, acquisition, retirement or redemption of any obligations subordinated to the Notes thereby; provided, however, that such transaction would comply with Section 4.04. (d) Each Holder, by accepting a Note, shall be deemed to have agreed to and accepted the terms and conditions of the Intercreditor Agreement and any Additional Intercreditor Agreement (whether then entered into or entered into in the amendments or supplements future pursuant to the provisions of an Intercreditor Agreement in accordance with this Section 14.02, 9.06) and to have directed the Trustee and the Collateral Agent, as Security Agent to enter into such Additional Intercreditor Agreement. (e) A copy of the case may be, will Intercreditor Agreement and any Additional Intercreditor Agreement shall be entitled to receive, and (subject to Sections 10.01 and 10made available for inspection during normal business hours on any Business Day upon prior written request at the office of the Issuers.

Additional Intercreditor Agreements. (Aa) At In addition to the provisions of Section 11.1, at the request of the Issuer, at the time of, or prior to, the incurrence Incurrence by the Issuer or any Guarantor of any Indebtedness that is expressly permitted under this Indenture pursuant to share the Collateral or that is otherwise permitted to be incurred under this Indenture, the Issuer, the relevant Subsidiary Guarantors, Guarantors and the Trustee and the Collateral Agent will (without the consent of Holders), to the extent authorized and permitted under the then-existing applicable Intercreditor Agreement(s), shall enter into such amendments, supplements or agreements as necessary to add with the obligees holders of such Indebtedness and/or any representative(s(or their duly authorized representatives) thereof as party to the applicable Intercreditor Agreement(s), or an additional intercreditor agreement (each such agreement, an “Additional Intercreditor Agreement”); provided that such amendments” and, supplements, agreements or such Additional Intercreditor Agreement will not impose any personal obligations on together with the Trustee or the Collateral Agent or adversely affect the rights, duties, liabilities or immunities of the Trustee or the Collateral Agent under the Indenture or any Intercreditor Agreement. (B) At the written direction of the Issuer and without the consent of the Holders, the Trustee and the Collateral Agent, to the extent authorized and permitted under the applicable Existing Intercreditor Agreement, shall upon the written direction of “Intercreditor Agreements”) on substantially the Issuer from time same terms as the Existing Intercreditor Agreement (or terms more favorable to time enter into one or more Additional Intercreditor Agreements or amendments or supplements of the Intercreditor Agreement(s) to: (1) cure any ambiguity, omission, defect or inconsistency therein; (2) increase the amount of Indebtedness permitted to be incurred or issued under this Indenture of the types covered thereby that may be incurred by the Issuer or any other Note Party that is subject thereto (including the addition of provisions relating to new IndebtednessIssuer); (3) add Subsidiary Guarantors thereto; (4) further secure the Notes (including any Additional Notes); (5) allow any successor Trustee and/or Collateral Agent to accede as a party thereto; or (6) make any other such change thereto that does not adversely affect the rights of holders of the Notes in any material respect; provided that such Additional Intercreditor Agreement will not impose any personal obligations on the Trustee or adversely affect the Collateral rights, duties, liabilities or immunities of the Trustee under this Indenture or any Intercreditor Agreement. If so requested by the Issuer, the Trustee is authorized to direct the Security Agent to similarly enter into such Additional Intercreditor Agreement. (a) At the request of the Issuer, without the consent of holders of the Notes, and at the time of, or prior to, the Incurrence by the Issuer or a Guarantor of Indebtedness permitted to be Incurred pursuant to Section the preceding paragraph, the Issuer or the relevant Guarantor and the Trustee shall enter into one or more amendments to the Existing Intercreditor Agreement or Additional Intercreditor Agreement to: (i) cure any ambiguity, omission, defect or inconsistency in any of the Intercreditor Agreements, (ii) increase the amount of Indebtedness of the types covered by any of the Intercreditor Agreements that may be incurred by the Issuer or a Guarantor that is subject to any of the Intercreditor Agreements in a manner not prohibited by this Indenture and in a manner substantially consistent with the ranking and other terms of the Existing Intercreditor Agreement, (iii) add Guarantors to any of the Intercreditor Agreements, (iv) further secure the Notes, (v) make provision for the security securing any Notes, (vi) provide for the discharge of any of the Intercreditor Agreements to the extent that Indebtedness thereunder has been discharged or is to be refinanced, or (vii) make any other such change to any of the Intercreditor Agreements that does not adversely affect the holders of the Notes in any material respect. The Issuer shall not otherwise direct the Trustee to enter into any amendment to any intercreditor agreement without the consent of holders of the Notes except as otherwise permitted by Existing Intercreditor Agreement and the Issuer may only direct the Trustee to enter into any amendment to the extent such amendment does not impose any personal obligations on the Trustee or adversely affect the rights, duties, liabilities or immunities of the Trustee or the Collateral Agent under the this Indenture or any Intercreditor Agreement. If so requested by the Intercreditor Agreements. (C) In executing any execution Issuer, the Trustee is authorized to direct the Security Agent to similarly enter into such amendment. Each Note holder shall be deemed to have agreed to and accepted the terms and conditions of each of the Existing Intercreditor Agreement or an Additional Intercreditor Agreement (whether then entered into or entered into in the amendments or supplements future pursuant to the provisions described herein). A copy of an any of the Intercreditor Agreement in accordance with this Section 14.02, Agreements shall be available for inspection during normal business hours on any Business Day upon prior written request at the Trustee and office of the Collateral Agent, as the case may be, will be entitled to receive, and (subject to Sections 10.01 and 10Issuer.

Additional Intercreditor Agreements. (Aa) At the request of the IssuerBorrower, at in connection with the time of, Incurrence by the Borrower or prior to, the incurrence a Restricted Subsidiary of any Indebtedness that is expressly permitted under this Indenture to share the Collateral or that is otherwise permitted pursuant to be incurred under this Indenturethe definition of Permitted Collateral Liens, the IssuerBorrower or a Restricted Subsidiary, the relevant Subsidiary Guarantors, the Trustee Administrative Agent and the Collateral Security Agent will (without the consent of Holders), to the extent authorized and permitted under the then-existing applicable Intercreditor Agreement(s), shall enter into such amendments, supplements or agreements as necessary to add with the obligees holders of such Indebtedness and/or any representative(s(or their duly authorized Representatives) thereof as party to the applicable Intercreditor Agreement(s), or an additional intercreditor agreement (each such agreement, an “Additional Intercreditor Agreement”); provided that such amendments) or a restatement, supplements, agreements amendment or such Additional other modification of the existing Intercreditor Agreement will on substantially the same terms as the Intercreditor Agreement (or terms not impose any personal obligations on materially less favorable to the Trustee or Lenders), including containing substantially the Collateral Agent or adversely affect the rights, duties, liabilities or immunities same terms with respect to release of Loan Guarantees and priority and release of the Trustee Liens over Collateral (or the Collateral Agent under the Indenture or any Intercreditor Agreement. (B) At the written direction of the Issuer and without the consent of the Holders, the Trustee and the Collateral Agent, terms not materially less favorable to the extent authorized and permitted under the applicable Intercreditor Agreement, shall upon the written direction of the Issuer from time to time enter into one or more Additional Intercreditor Agreements or amendments or supplements of the Intercreditor Agreement(s) to: (1) cure any ambiguity, omission, defect or inconsistency therein; (2) increase the amount of Indebtedness permitted to be incurred or issued under this Indenture of the types covered thereby that may be incurred by the Issuer or any other Note Party that is subject thereto (including the addition of provisions relating to new IndebtednessLenders); (3) add Subsidiary Guarantors thereto; (4) further secure the Notes (including any Additional Notes); (5) allow any successor Trustee and/or Collateral Agent to accede as a party thereto; or (6) make any other such change thereto that does not adversely affect the rights of holders of the Notes in any material respect; provided that such Additional Intercreditor Agreement will not impose any personal obligations on the Trustee or the Collateral Administrative Agent or Security Agent or, in the opinion of the Administrative Agent or Security Agent, as applicable, adversely affect the rights, duties, liabilities or immunities of the Trustee Administrative Agent or the Collateral Security Agent under the Indenture this Agreement or the Intercreditor AgreementsAgreement. For the avoidance of doubt, subject to the first sentence of this Section 4.13(a) and Section 4.13(b), any such Additional Intercreditor Agreement may provide for pari passu or subordinated security interests in respect of any such Indebtedness (to the extent such Indebtedness is permitted to share the Collateral pursuant to the definition of Permitted Collateral Lien). (Cb) In executing any execution At the direction of the Additional Borrower and without the consent of Secured Parties, the Administrative Agent and the Security Agent shall from time to time enter into one or more amendments to any Intercreditor Agreement to: (1) cure any ambiguity, omission, defect or inconsistency of any such agreement, (2) increase the amount or types of Indebtedness covered by any such agreement that may be Incurred by the Borrower or a Guarantor that is subject to any such agreement (including with respect to any Intercreditor Agreement or Additional Intercreditor Agreement, the amendments addition of provisions relating to new Indebtedness ranking junior in right of payment to the Obligations), (3) add Restricted Subsidiaries to the Intercreditor Agreement or supplements an Additional Intercreditor Agreement, (4) further secure the Obligations, (5) make provision for equal and ratable pledges of an the Collateral to secure any Incremental Loans, (6) implement any Permitted Collateral Liens, (7) amend the Intercreditor Agreement or any Additional Intercreditor Agreement in accordance with the terms thereof; (8) make any change reasonably necessary, in the good faith determination of the Borrower in order to implement any transaction that is subject to Article V of this Section 14.02Annex I; or (9) implement any transaction in connection with the renewal extension, refinancing, replacement or increase of the Indebtedness that is not prohibited by this Agreement or make any other change to any such agreement that does not adversely affect the Lenders in any material respect; provided that no such changes shall be permitted to the extent they affect the ranking of any Obligation or Loan Guarantee, enforcement of Liens over the Collateral, the Trustee application of proceeds from the enforcement of Collateral or the release of any Loan Guarantees or Lien over Collateral in a manner than would adversely affect the rights of the Lenders in any material respect except as otherwise permitted by this Agreement, the Security Documents the Intercreditor Agreement or any Additional Intercreditor Agreement immediately prior to such change. The Borrower shall not otherwise direct the Administrative Agent or the Security Agent to enter into any amendment to any Intercreditor Agreement without the consent of the Required Lenders, except as otherwise permitted under Section 9.08 of the Credit Agreement, and the Collateral Borrower may only direct the Administrative Agent and the Security Agent to enter into any amendment to the extent such amendment does not impose any personal obligations on the Administrative Agent or Security Agent or, in the opinion of the Administrative Agent or Security Agent, as adversely affect their respective rights, duties, liabilities or immunities under this Agreement or the case may beIntercreditor Agreement or any Additional Intercreditor Agreement. (c) In relation to any Intercreditor Agreement or Additional Intercreditor Agreement, will at the request of the Borrower, the Administrative Agent (and Security Agent, if applicable) shall consent on behalf of the Lenders to the payment, repayment, purchase, repurchase, defeasance, acquisition, retirement or redemption of any obligations subordinated to the Loans thereby; provided, however, that such transaction would comply with Section 4.05 hereof. (d) Each Lender shall be entitled deemed to receivehave agreed to and accepted the terms and conditions of the Intercreditor Agreement or any Additional Intercreditor Agreement (whether then entered into or entered into in the future pursuant to the provisions described herein), and (subject to Sections 10.01 have directed the Administrative Agent and 10the Security Agent to enter into the Intercreditor Agreement and any such Additional Intercreditor Agreement.

Additional Intercreditor Agreements. (A) At the request of the Issuer, at the time of, or prior to, the incurrence of any Indebtedness that is expressly permitted under this Indenture to share the Collateral or that is otherwise permitted to be incurred under this Indenture, the Issuer, the relevant Subsidiary Guarantors, the Trustee and the Collateral Agent will (without the consent of Holders), to the extent authorized and permitted under the then-existing applicable Intercreditor Agreement(s), enter into such amendments, supplements or agreements as necessary to add the obligees of such Indebtedness and/or any representative(s) thereof as party to the applicable Intercreditor Agreement(s), or an additional intercreditor agreement (each such agreement, an “Additional Intercreditor Agreement”); provided that such amendments, supplements, agreements or such Additional Intercreditor Agreement will not impose any personal obligations on the Trustee or the Collateral Agent or adversely affect the rights, duties, liabilities or immunities of the Trustee or the Collateral Agent under the Indenture or any Intercreditor Agreement. (B) At the written direction of the Issuer and without the consent of the Holders, the Trustee and the Collateral Agent, to the extent authorized and permitted under the applicable Intercreditor Agreement, shall upon the written direction of the Issuer from time to time enter into one or more Additional Intercreditor Agreements or amendments or supplements of the Intercreditor Agreement(s) to: (1) cure any ambiguity, omission, defect or inconsistency therein; (2) increase the amount of Indebtedness permitted to be incurred or issued under this Indenture of the types covered thereby that may be incurred by the Issuer or any other Note Party that is subject thereto (including the addition of provisions relating to new Indebtedness); (3) add Subsidiary Guarantors thereto; (4) further secure the Notes (including any Additional Notes); (5) allow any successor Trustee and/or Collateral Agent to accede as a party thereto; or (6) make any other such change thereto that does not adversely affect the rights of holders of the Notes in any material respect; provided that such Additional Intercreditor Agreement will not impose any personal obligations on the Trustee or the Collateral Agent or adversely affect the rights, duties, liabilities or immunities of the Trustee or the Collateral Agent under the Indenture or the Intercreditor Agreements. (C) In executing any execution of the Additional Intercreditor Agreement or the amendments or supplements of an Intercreditor Agreement in accordance with this Section 14.02, the Trustee and the Collateral Agent, as the case may be, will be entitled to receive, and (subject to Sections 10.01 and 1010.02) will be fully protected in relying on, an Officer’s Certificate provided in accordance with Section 13.02, stating that the execution and delivery of such Additional Intercreditor Agreement or such amendments or supplements of the Intercreditor Agreement is authorized or permitted by this Indenture and the other Note Documents; (D) Each Holder, by accepting a Note, will be deemed to have agreed to and accepted the terms and conditions of the Intercreditor Agreements and each Additional Intercreditor Agreement (in each case as may be amended or supplemented from time to time in accordance with the terms of this Indenture, the Intercreditor Agreements or other Note Documents), to have authorized the Trustee and the Collateral Agent to become a party to any such Intercreditor Agreements, and Additional Intercreditor Agreement(s), and any amendment referred to in Article 8 and the Trustee or the Collateral Agent will not be required to seek the consent of any Holders to perform their respective obligations under and in accordance with this Article 14.

Additional Intercreditor Agreements. (Aa) At the request of the Issuer, at in connection with the time of, Incurrence by the Company or prior to, the incurrence a Restricted Subsidiary of any Indebtedness that is expressly permitted under this Indenture to share the Notes Collateral or that is otherwise permitted pursuant to be incurred under this Indenturethe definition of Permitted Collateral Liens, the IssuerCompany, the relevant Subsidiary GuarantorsParent Guarantor or a Restricted Subsidiary, the Trustee and the Collateral Notes Security Agent will (without the consent of Holders), to the extent authorized and permitted under the then-existing applicable Intercreditor Agreement(s), shall enter into such amendments, supplements or agreements as necessary to add with the obligees holders of such Indebtedness and/or any representative(s(or their duly authorized Representatives) thereof as party to the applicable Intercreditor Agreement(s), or an additional intercreditor agreement (each such agreement, an “Additional Intercreditor Agreement”); provided that such amendments) or a restatement, supplements, agreements amendment or such Additional other modification of the existing Intercreditor Agreement will on substantially the same terms as the Intercreditor Agreement (or terms not impose any personal obligations on materially less favorable to the Trustee or Holders), including containing substantially the Collateral Agent or adversely affect the rights, duties, liabilities or immunities same terms with respect to release of Note Guarantees and priority and release of the Trustee Liens over the Notes Notes Collateral (or the Collateral Agent under the Indenture or any Intercreditor Agreement. (B) At the written direction of the Issuer and without the consent of terms not materially less favorable to the Holders, the Trustee and the Collateral Agent, to the extent authorized and permitted under the applicable Intercreditor Agreement, shall upon the written direction of the Issuer from time to time enter into one or more Additional Intercreditor Agreements or amendments or supplements of the Intercreditor Agreement(s) to: (1) cure any ambiguity, omission, defect or inconsistency therein; (2) increase the amount of Indebtedness permitted to be incurred or issued under this Indenture of the types covered thereby that may be incurred by the Issuer or any other Note Party that is subject thereto (including the addition of provisions relating to new Indebtedness); (3) add Subsidiary Guarantors thereto; (4) further secure the Notes (including any Additional Notes); (5) allow any successor Trustee and/or Collateral Agent to accede as a party thereto; or (6) make any other such change thereto that does not adversely affect the rights of holders of the Notes in any material respect; provided that such Additional Intercreditor Agreement will not impose any personal obligations on the Trustee or Notes Security Agent or, in the Collateral Agent opinion of the Trustee or Notes Security Agent, as applicable, adversely affect the rights, duties, liabilities or immunities of the Trustee or the Collateral Notes Security Agent under the this Indenture or the Intercreditor AgreementsAgreement. For the avoidance of doubt, subject to the foregoing and the succeeding paragraph, any such Additional Intercreditor Agreement may provide for pari passu or subordinated security interests in respect of any such Indebtedness (to the extent such Indebtedness is permitted to share the Notes Collateral pursuant to the definition of Permitted Collateral Lien). (Cb) In executing any execution At the direction of the Additional Intercreditor Agreement or Issuer and without the amendments or supplements consent of an Intercreditor Agreement in accordance with this Section 14.02Holders, the Trustee and the Collateral AgentNotes Security Agent shall from time to time enter into one or more amendments to any Intercreditor Agreement to: (1) cure any ambiguity, as the case may beomission, will be entitled to receive, and (subject to Sections 10.01 and 10defect or inconsistency of any such agreement,

Additional Intercreditor Agreements. (Aa) At the request of the Issuer, at and without the time ofconsent of Holders, in connection with the Incurrence by the Company or prior to, the incurrence a Restricted Subsidiary of any Indebtedness that is expressly permitted under this Indenture to share the Notes Collateral or that is otherwise permitted pursuant to be incurred under this IndentureSection 4.06, the Issuer, the relevant Subsidiary GuarantorsCompany, the Parent Guarantor or a Restricted Subsidiary, the Trustee and the Collateral Notes Security Agent will (without the consent of Holders), to the extent authorized and permitted under the then-existing applicable Intercreditor Agreement(s), shall enter into such amendments, supplements or agreements as necessary to add with the obligees holders of such Indebtedness and/or any representative(s(or their duly authorized Representatives) thereof as party to the applicable Intercreditor Agreement(s), or an additional intercreditor agreement (each such agreement, an “Additional Intercreditor Agreement”); provided that such amendments) or a restatement, supplements, agreements amendment or such Additional other modification of the existing Intercreditor Agreement will on substantially the same terms as the Intercreditor Agreement (or terms not impose any personal obligations on materially less favorable to the Trustee or Holders), including containing substantially the Collateral Agent or adversely affect the rights, duties, liabilities or immunities same terms with respect to release of Note Guarantees and priority and release of the Trustee Liens over the Notes Collateral (or the Collateral Agent under the Indenture or any Intercreditor Agreement. (B) At the written direction of the Issuer and without the consent of terms not materially less favorable to the Holders, the Trustee and the Collateral Agentit being understood that such restatement, amendment or other modification to provide for subordinated security interests will be deemed not to be materially less favorable to the extent authorized and permitted under the applicable Intercreditor Agreement, shall upon the written direction of the Issuer from time to time enter into one or more Additional Intercreditor Agreements or amendments or supplements of the Intercreditor Agreement(s) to: (1) cure any ambiguity, omission, defect or inconsistency therein; (2) increase the amount of Indebtedness permitted to be incurred or issued under this Indenture of the types covered thereby that may be incurred by the Issuer or any other Note Party that is subject thereto (including the addition of provisions relating to new IndebtednessHolders); (3) add Subsidiary Guarantors thereto; (4) further secure the Notes (including any Additional Notes); (5) allow any successor Trustee and/or Collateral Agent to accede as a party thereto; or (6) make any other such change thereto that does not adversely affect the rights of holders of the Notes in any material respect; provided that such Additional Intercreditor Agreement will not impose any personal obligations on the Trustee or Notes Security Agent or, in the Collateral Agent opinion of the Trustee or Notes Security Agent, as applicable, adversely affect the rights, duties, liabilities or immunities of the Trustee or the Collateral Notes Security Agent under the this Indenture or the Intercreditor AgreementsAgreement. For the avoidance of doubt, subject to the foregoing and the succeeding paragraph, any such Additional Intercreditor Agreement may provide for pari passu or subordinated security interests in respect of any such Indebtedness (to the extent such Indebtedness is permitted to share the Notes Collateral pursuant to Section 4.06). (Cb) In executing any execution At the written direction of the Issuer and without the consent of Holders, the Trustee and the Notes Security Agent shall from time to time enter into one or more amendments to any Intercreditor Agreement or Additional Intercreditor Agreement to: (1) cure any ambiguity, omission, defect or inconsistency of any such agreement, (2) increase the amendments amount or supplements types of Indebtedness covered by any such agreement that may be Incurred by the Issuer or a Guarantor that is subject to any such agreement (including with respect to any Intercreditor Agreement or Additional Intercreditor Agreement, the addition of provisions relating to new Indebtedness ranking junior in right of payment to the Notes), (3) add Restricted Subsidiaries to the Intercreditor Agreement or an Additional Intercreditor Agreement, (4) further secure the Notes (including Additional Notes), (5) make provision for equal and ratable pledges of the Notes Collateral to secure Additional Notes, (6) implement any Liens permitted by Section 4.06, (7) amend the Intercreditor Agreement or any Additional Intercreditor Agreement in accordance with the terms thereof; (8) make any change reasonably necessary or desirable, in the good faith determination of the Issuer in order to implement any transaction that is subject to Article 5 hereof; or (9) implement any transaction in connection with the renewal extension, refinancing, replacement or increase of Indebtedness that is not prohibited by this Section 14.02Indenture or make any other change to any such agreement that does not adversely affect the Holders in any material respect; provided that no such changes shall be permitted to the extent they affect the ranking of any Note or Note Guarantee, enforcement of Liens over the Notes Collateral, the application of proceeds from the enforcement of Notes Collateral or the release of any Note Guarantees or Lien over the Notes Collateral in a manner than would adversely affect the rights of the holders of the Notes in any material respect except as otherwise permitted by this Indenture, the Intercreditor Agreement or any Additional Intercreditor Agreement immediately prior to such change. The Issuer shall not otherwise direct the Trustee or the Notes Security Agent to enter into any amendment to any Intercreditor Agreement without the consent of the Holders of the majority in aggregate principal amount of the Notes then outstanding, except as otherwise permitted under Article 9 hereof, and the Issuer may only direct the Trustee and the Collateral Notes Security Agent to enter into any amendment to the extent such amendment does not impose any personal obligations on the Trustee or Notes Security Agent or, in the opinion of the Trustee or Notes Security Agent, as adversely affect their respective rights, duties, liabilities or immunities under this Indenture or the case may beIntercreditor Agreement or any Additional Intercreditor Agreement. (c) In relation to any Intercreditor Agreement or Additional Intercreditor Agreement, will at the request of the Issuer, the Trustee (and Notes Security Agent, if applicable) shall consent on behalf of the Holders to the payment, repayment, purchase, repurchase, defeasance, acquisition, retirement or redemption of any obligations subordinated to the Notes thereby; provided, however, that such transaction would comply with Section 4.05 hereof. (d) Each Holder, by accepting a Note, shall be entitled deemed to receivehave agreed to and accepted the terms and conditions of the Intercreditor Agreement or any Additional Intercreditor Agreement (whether then entered into or entered into in the future pursuant to the provisions described herein), and (subject to Sections 10.01 have directed the Trustee and 10the Notes Security Agent to enter into any such Additional Intercreditor Agreement.

Additional Intercreditor Agreements. (Aa) At the request of the Issuer, at the time of, or prior to, the incurrence of any Indebtedness that is expressly permitted under this Indenture to share the Collateral or that is otherwise permitted to be incurred under this Indenture, the Issuer, the relevant Subsidiary Guarantors, the Trustee and the Collateral Agent will (without the consent of Holders), to the extent authorized and permitted under the then-existing applicable Intercreditor Agreement(s), enter into such amendments, supplements or agreements as necessary to add the obligees of such Indebtedness and/or any representative(s) thereof as party to the applicable Intercreditor Agreement(s), or an additional intercreditor agreement (each such agreement, an “Additional Intercreditor Agreement”); provided that such amendments, supplements, agreements or such Additional Intercreditor Agreement will not impose any personal obligations on the Trustee or the Collateral Agent or adversely affect the rights, duties, liabilities or immunities of the Trustee or the Collateral Agent under the Indenture or any Intercreditor Agreement. (B) At the written direction of the Issuer Parent Guarantor and without the consent of the Holders, in connection with the incurrence by the Parent Guarantor or its Restricted Subsidiaries of any Permitted Debt, the Parent Guarantor, the relevant Restricted Subsidiaries, the Trustee and shall enter into with the Collateral AgentHolders (or their duly authorized representatives) an intercreditor agreement (an “Additional Intercreditor Agreement”) or a restatement, to amendment or other modification of the extent authorized and permitted under the applicable existing Intercreditor Agreement, shall upon in each case on substantially the written direction of the Issuer from time to time enter into one or more Additional Intercreditor Agreements or amendments or supplements of same terms as the Intercreditor Agreement(s) to: (1) cure any ambiguity, omission, defect Agreement or inconsistency therein; (2) increase terms not violating the amount terms of Indebtedness permitted to be incurred or issued under this Indenture of the types (for such matters covered thereby that may be incurred by the Issuer this Indenture) or any other Note Party that is subject thereto (including the addition of provisions relating to new Indebtedness); (3) add Subsidiary Guarantors thereto; (4) further secure the Notes (including any Additional Notes); (5) allow any successor Trustee and/or Collateral Agent to accede as a party thereto; or (6) make any other such change thereto that does terms not affecting adversely affect the rights of holders the Holders of the Notes in any material respectrespects (for such matters not covered by this Indenture), including containing substantially the same terms with respect to release of Guarantees; provided that such Additional Intercreditor Agreement will not impose any personal obligations on the Trustee or or, in the Collateral Agent or opinion of the Trustee, as applicable, adversely affect the rights, duties, liabilities or immunities of the Trustee or the Collateral Agent under the this Indenture or the Intercreditor AgreementsAgreement. (Cb) In executing any execution At the request and direction of the Additional Parent Guarantor and without the consent of the Holders, the Trustee shall from time to time enter into one or more amendments to any Intercreditor Agreement to: (i) cure any ambiguity, omission, defect or inconsistency of any such agreement, (ii) increase the amount or types of Debt covered by any such agreement that may be incurred by an Issuer or a Guarantor that is subject to any such agreement (including with respect to any Intercreditor Agreement or Additional Intercreditor Agreement, the amendments addition of provisions relating to new Debt ranking junior in right of payment to the Notes), (iii) add Restricted Subsidiaries to the Intercreditor Agreement or supplements of an Additional Intercreditor Agreement, (iv) amend the Intercreditor Agreement or any Additional Intercreditor Agreement in accordance with the terms thereof or (v) make any other change to any such agreement that does not violate the terms of this Section 14.02Indenture. The Parent Guarantor shall not otherwise direct the Trustee to enter into any amendment to any Intercreditor Agreement without the consent of the Holders of the majority in aggregate principal amount of the Notes then outstanding, except as otherwise permitted below under Article Nine, and the Parent Guarantor may only direct the Trustee to enter into any amendment to the extent such amendment does not impose any personal obligations on the Trustee or, in the opinion of the Trustee, adversely affect their respective rights, duties, liabilities or immunities under this Indenture or the Intercreditor Agreement or any Additional Intercreditor Agreement. (c) In relation to any Intercreditor Agreement or Additional Intercreditor Agreement, the Trustee shall consent on behalf of the Holders to the payment, repayment, purchase, repurchase, defeasance, acquisition, retirement or redemption of any obligations subordinated to the Notes thereby; provided, however, that such transaction would comply with Section 4.08. (d) Each Holder, by accepting a Note, shall be deemed to have agreed to and accepted the Collateral terms and conditions of the Intercreditor Agreement or any Additional Intercreditor Agreement (whether then entered into or entered into in the future pursuant to the provisions described in this Section 4.13) and to have directed the Trustee to enter into any such Additional Intercreditor Agreement. The Issuers shall make a copy of the Intercreditor Agreement or any Additional Intercreditor Agreement available for inspection by Holders during normal business hours on any Business Day upon prior written request at the offices of the Listing Agent, as the case may be, will be entitled to receive, and (subject to Sections 10.01 and 10.

Additional Intercreditor Agreements. (Aa) At the request of the IssuerCompany, at in connection with the time Incurrence by the Company of, : (i) any Debt secured on Charged Property or prior toas otherwise required or not prohibited herein; and (ii) any Refinancing Debt in respect of Debt referred to in sub-paragraph (i) above, the incurrence of any Indebtedness that is expressly permitted under this Indenture to share the Collateral or that is otherwise permitted to be incurred under this IndentureCompany, the Issuer, the relevant Subsidiary Guarantors, the Trustee Agent and the Collateral Security Agent will (without the consent of Holders), to the extent authorized and permitted under the then-existing applicable Intercreditor Agreement(s), shall enter into such amendments, supplements or agreements as necessary to add with the obligees holders of such Indebtedness and/or any representative(sDebt (or their duly authorized representatives) thereof as party to the applicable Intercreditor Agreement(s), or an additional intercreditor agreement (each such agreement, an “"Additional Intercreditor Agreement”") or a restatement, amendment or other modification of the existing Intercreditor Agreement on substantially the same terms as the Intercreditor Agreement (or terms not materially less favorable to the Lenders (taken as a whole); ), including substantially the same terms with respect to release of Guarantees and priority and release of the Security Interests, provided that such amendments, supplements, agreements or that: (A) such Additional Intercreditor Agreement will not impose any personal obligations on the Trustee Agent or the Collateral Security Agent or, in the reasonable opinion of the Agent or the Security Agent, as applicable, adversely affect the rights, duties, liabilities or immunities of the Trustee Agent or the Collateral Security Agent under this Agreement, any Additional Intercreditor Agreement or the Indenture or any Intercreditor Agreement.; and 214 Project Meria: Senior Facilties Agreement (B) if more than one such intercreditor agreement is outstanding at any time, the correlative terms of such intercreditor agreements must not conflict. (b) At the written direction of the Issuer Company and without the consent of the HoldersLenders, the Trustee Agent and the Collateral Agent, to the extent authorized and permitted under the applicable Intercreditor Agreement, Security Agent shall upon the written direction of the Issuer from time to time enter into one or more amendments to the Intercreditor Agreement or any Additional Intercreditor Agreements or amendments or supplements of the Intercreditor Agreement(s) Agreement to: : (1i) cure any ambiguity, omission, defect defect, manifest error or inconsistency therein; of any such agreement; (2ii) increase the amount or types of Indebtedness permitted to be incurred or issued under this Indenture of the types Debt covered thereby by any such agreement that may be incurred Incurred by the Issuer or any other Note Party Company that is subject thereto to any such agreement (including with respect to any Intercreditor Agreement or Additional Intercreditor Agreement, the addition of provisions relating to new IndebtednessDebt ranking junior in right of payment to the Facility); ; (3iii) add Subsidiary Guarantors thereto; [Reserved]; (4iv) further secure the Notes Facilities; (including v) [Reserved]; (vi) to facilitate a Permitted Tax Restructuring, a Permitted Reorganization or the Transaction; (vii) implement any Permitted Collateral Liens; (viii) amend the Intercreditor Agreement or any Additional Notes)Intercreditor Agreement in accordance with the terms thereof; or (5) allow any successor Trustee and/or Collateral Agent to accede as a party thereto; or (6ix) make any other change to any such change thereto agreement that does not adversely affect the rights of holders of the Notes Lenders (taken as a whole) in any material respect; provided , making all necessary provisions to ensure that such the Facilities are secured by first-ranking Liens over the Charged Property. (c) The Company shall not otherwise direct the Agent or the Security Agent to enter into any amendment to any Intercreditor Agreement or Additional Intercreditor Agreement, other than: (i) in accordance with paragraph (b) above; (ii) with the consent of the requisite majority of Lenders except as otherwise permitted pursuant to Clause 36 (Amendments and Waivers); or (iii) or as otherwise permitted by such Intercreditor Agreement will or Additional Intercreditor Agreement, and the Company may only direct the Agent and the Security Agent to enter into any amendment to the extent such amendment does not impose any personal obligations on the Trustee Agent or the Collateral Security Agent or, in the reasonable opinion of the Agent or the Security Agent, adversely affect the their respective rights, duties, liabilities or immunities of the Trustee or the Collateral Agent under the Indenture this Agreement or the Intercreditor AgreementsAgreement or any Additional Intercreditor Agreement. (Cd) In executing relation to any execution of the Additional Intercreditor Agreement or Additional Intercreditor Agreement, the amendments Agent (and Security Agent, if applicable) shall consent on behalf of the requisite majority of Lenders to the payment, repayment, purchase, repurchase, defeasance, acquisition, retirement or supplements redemption of an any obligations subordinated to the Facilities thereby, provided that such transaction would comply with the covenant described under Section 2 (Limitation on Restricted Payments). 215 Project Meria: Senior Facilties Agreement (e) Each Finance Party shall be deemed to have agreed to and accepted the terms and conditions of the Intercreditor Agreement or any Additional Intercreditor Agreement, (whether then entered into or entered into in accordance with this Section 14.02, the Trustee future pursuant to the provisions described herein) and to have directed the Agent and the Collateral Agent, as the case may be, will be entitled Security Agent to receive, and (subject to Sections 10.01 and 10enter into any such Additional Intercreditor Agreement.

Additional Intercreditor Agreements. (Aa) At the request of the Issuer, at the time of, or prior to, the incurrence of any Indebtedness that is expressly permitted under this Indenture to share the Collateral or that is otherwise permitted to be incurred under this Indenture, the Issuer, the relevant Subsidiary Guarantors, the Trustee and the Collateral Agent will (without the consent of Holders), to the extent authorized and permitted under the then-existing applicable Intercreditor Agreement(s), enter into such amendments, supplements or agreements as necessary to add the obligees of such Indebtedness and/or any representative(s) thereof as party to the applicable Intercreditor Agreement(s), or an additional intercreditor agreement (each such agreement, an “Additional Intercreditor Agreement”); provided that such amendments, supplements, agreements or such Additional Intercreditor Agreement will not impose any personal obligations on the Trustee or the Collateral Agent or adversely affect the rights, duties, liabilities or immunities of the Trustee or the Collateral Agent under the Indenture or any Intercreditor Agreement. (B) At the written direction of the Issuer Parent Guarantor and without the consent of the Holders, in connection with the Incurrence by the Parent Guarantor or its Restricted Subsidiaries of any Permitted Debt, the Parent Guarantor, the relevant Restricted Subsidiaries, the Trustee and the Collateral AgentSecurity Agent shall enter into with the Holders (or their duly authorized representatives) an intercreditor agreement (an “Additional Intercreditor Agreement”) or a restatement, to amendment or other modification of the extent authorized and permitted under the applicable existing Intercreditor Agreement, shall upon in each case on substantially the written direction same terms as the Intercreditor Agreement (or terms not materially less favorable to the Holders), including containing substantially the same terms with respect to release of Guarantees and priority and release of the Issuer from time to time enter into one or more Additional Intercreditor Agreements or amendments or supplements of the Intercreditor Agreement(s) to: (1) cure any ambiguity, omission, defect or inconsistency therein; (2) increase the amount of Indebtedness permitted to be incurred or issued under this Indenture of the types covered thereby that may be incurred by the Issuer or any other Note Party that is subject thereto (including the addition of provisions relating to new Indebtedness); (3) add Subsidiary Guarantors thereto; (4) further secure the Notes (including any Additional Notes); (5) allow any successor Trustee and/or Collateral Agent to accede as a party thereto; or (6) make any other such change thereto that does not adversely affect the rights of holders of the Notes in any material respectSecurity Interests; provided that such Additional Intercreditor Agreement will not impose any personal obligations on the Trustee or Security Agent or, in the Collateral Agent opinion of the Trustee or Security Agent, as applicable, adversely affect the rights, duties, liabilities or immunities of the Trustee or the Collateral Security Agent under the this Indenture or the Intercreditor AgreementsAgreement. (Cb) In executing any execution At the request and direction of the Additional Parent Guarantor and without the consent of the Holders, the Trustee and the Security Agent shall from time to time enter into one or more amendments to any Intercreditor Agreement to: (i) cure any ambiguity, omission, defect or inconsistency of any such agreement, (ii) increase the amount or types of Debt covered by any such agreement that may be Incurred by an Issuer or a Guarantor that is subject to any such agreement (including with respect to any Intercreditor Agreement or Additional Intercreditor Agreement, the amendments addition of provisions relating to new Debt ranking junior in right of payment to the Notes), (iii) add Restricted Subsidiaries to the Intercreditor Agreement or supplements an Additional Intercreditor Agreement, (iv) further secure the Notes (including Additional Notes), (v) make provision for equal and ratable pledges of an the Collateral to secure Additional Notes, (vi) implement any Permitted Collateral Liens, (vii) amend the Intercreditor Agreement or any Additional Intercreditor Agreement in accordance with this Section 14.02the terms thereof or (viii) make any other change to any such agreement that does not adversely affect the Holders in any material respect. The Parent Guarantor shall not otherwise direct the Trustee or the Security Agent to enter into any amendment to any Intercreditor Agreement without the consent of the Holders of the majority in aggregate principal amount of the Notes then outstanding, except as otherwise permitted below under Article Nine, and the Parent Guarantor may only direct the Trustee and the Collateral Security Agent to enter into any amendment to the extent such amendment does not impose any personal obligations on the Trustee or Security Agent or, in the opinion of the Trustee or Security Agent, adversely affect their respective rights, duties, liabilities or immunities under this Indenture or the Intercreditor Agreement or any Additional Intercreditor Agreement. (c) In relation to any Intercreditor Agreement or Additional Intercreditor Agreement, the Trustee (and Security Agent, if applicable) shall consent on behalf of the Holders to the payment, repayment, purchase, repurchase, defeasance, acquisition, retirement or redemption of any obligations subordinated to the Notes thereby; provided, however, that such transaction would comply with Section 4.08. (d) Each Holder, by accepting a Note, shall be deemed to have agreed to and accepted the terms and conditions of the Intercreditor Agreement or any Additional Intercreditor Agreement (whether then entered into or entered into in the future pursuant to the provisions described herein) and to have directed the Trustee or Security Agent, as applicable, to enter into any such Additional Intercreditor Agreement. The Issuers shall make a copy of the case may be, will be entitled to receive, and (subject to Sections 10.01 and 10Intercreditor Agreement or any Additional Intercreditor Agreement available for inspection by Holders during normal business hours on any Business Day upon prior written request at the offices of the Listing Agent.

Additional Intercreditor Agreements. (A) At the request of the IssuerBorrower, at in connection with the time of, incurrence by the Borrower or prior toits Subsidiaries of any Permitted Refinancing Indebtedness in compliance with the Finance Documents, the incurrence of any Indebtedness that is expressly permitted under this Indenture to share the Collateral or that is otherwise permitted to be incurred under this Indenture, the IssuerBorrower, the relevant Subsidiary GuarantorsSubsidiaries, the Trustee Facility Agent and the Collateral Security Agent will (without the consent of Holders), to the extent authorized and permitted under the then-existing applicable Intercreditor Agreement(s), shall enter into such amendments, supplements or agreements as necessary to add with the obligees holders of such Indebtedness and/or any representative(s(or their duly authorized representatives) thereof as party to the applicable Intercreditor Agreement(s), or an additional intercreditor agreement (each such agreement, an “Additional Intercreditor Agreement”); provided that such amendments) or a restatement, supplements, agreements amendment or such Additional other modification of the existing Intercreditor Agreement will on substantially the same terms as the Intercreditor Agreement (or terms not impose any personal obligations on materially less favorable to the Trustee or Finance Parties), including containing substantially the Collateral Agent or adversely affect the rights, duties, liabilities or immunities same terms with respect to release of guarantees and priority and release of the Trustee or the Collateral Agent Security Interests under the Indenture or any Intercreditor Agreement. (B) At the written direction of the Issuer and without the consent of the Holders, the Trustee and the Collateral Agent, to the extent authorized and permitted under the applicable Intercreditor Agreement, shall upon the written direction of the Issuer from time to time enter into one or more Additional Intercreditor Agreements or amendments or supplements of the Intercreditor Agreement(s) to: (1) cure any ambiguity, omission, defect or inconsistency therein; (2) increase the amount of Indebtedness permitted to be incurred or issued under this Indenture of the types covered thereby that may be incurred by the Issuer or any other Note Party that is subject thereto (including the addition of provisions relating to new Indebtedness); (3) add Subsidiary Guarantors thereto; (4) further secure the Notes (including any Additional Notes); (5) allow any successor Trustee and/or Collateral Agent to accede as a party thereto; or (6) make any other such change thereto that does not adversely affect the rights of holders of the Notes in any material respectSecurity Documents; provided that such Additional Intercreditor Agreement will not impose any personal obligations on the Trustee or the Collateral Facility Agent or Security Agent or, in the opinion of the Facility Agent or Security Agent, as applicable, adversely affect the rights, duties, liabilities or immunities of the Trustee Facility Agent or the Collateral Security Agent under the Indenture Intercreditor Agreement. To the extent required under any Intercreditor Agreement or Additional Intercreditor Agreement, the Facility Agent (and Security Agent, if applicable) shall consent on behalf of the Finance Parties to the payment, repayment, purchase, repurchase, defeasance, acquisition, retirement or redemption of any obligations subordinated to the Finance Documents thereby; provided, however, that such transaction would comply with paragraph 7. In connection with providing any such consent, the Facility Agent and the Security Agent shall be entitled to receive and may conclusively rely upon, an Officer’s Certificate and an Opinion of Counsel each stating that all conditions precedent provided in the Intercreditor Agreements. (C) In executing any execution of the Agreement, Additional Intercreditor Agreement or the amendments or supplements of an Intercreditor Agreement in accordance with this Section 14.02, the Trustee (if applicable) and the Collateral Agent, as the case may be, will be entitled Finance Documents relating to receive, and (subject to Sections 10.01 and 10such consent have been complied with.

Additional Intercreditor Agreements. (Aa) At the request of the Issuer, at in connection with the time of, Incurrence by the Company or prior to, the incurrence a Restricted Subsidiary of any Indebtedness that is expressly permitted under this Indenture to share the Notes Collateral or that is otherwise permitted pursuant to be incurred under this Indenturethe definition of Permitted Collateral Liens, the IssuerCompany, the relevant Subsidiary GuarantorsParent Guarantor or a Restricted Subsidiary, the Trustee and the Collateral Notes Security Agent will (without the consent of Holders), to the extent authorized and permitted under the then-existing applicable Intercreditor Agreement(s), shall enter into such amendments, supplements or agreements as necessary to add with the obligees holders of such Indebtedness and/or any representative(s(or their duly authorized Representatives) thereof as party to the applicable Intercreditor Agreement(s), or an additional intercreditor agreement (each such agreement, an “Additional Intercreditor Agreement”); provided that such amendments) or a restatement, supplements, agreements amendment or such Additional other modification of the existing Intercreditor Agreement will on substantially the same terms as the Intercreditor Agreement (or terms not impose any personal obligations on materially less favorable to the Trustee or Holders), including containing substantially the Collateral Agent or adversely affect the rights, duties, liabilities or immunities same terms with respect to release of Note Guarantees and priority and release of the Trustee Liens over the Notes Notes Collateral (or the Collateral Agent under the Indenture or any Intercreditor Agreement. (B) At the written direction of the Issuer and without the consent of terms not materially less favorable to the Holders, the Trustee and the Collateral Agent, to the extent authorized and permitted under the applicable Intercreditor Agreement, shall upon the written direction of the Issuer from time to time enter into one or more Additional Intercreditor Agreements or amendments or supplements of the Intercreditor Agreement(s) to: (1) cure any ambiguity, omission, defect or inconsistency therein; (2) increase the amount of Indebtedness permitted to be incurred or issued under this Indenture of the types covered thereby that may be incurred by the Issuer or any other Note Party that is subject thereto (including the addition of provisions relating to new Indebtedness); (3) add Subsidiary Guarantors thereto; (4) further secure the Notes (including any Additional Notes); (5) allow any successor Trustee and/or Collateral Agent to accede as a party thereto; or (6) make any other such change thereto that does not adversely affect the rights of holders of the Notes in any material respect; provided that such Additional Intercreditor Agreement will not impose any personal obligations on the Trustee or Notes Security Agent or, in the Collateral Agent opinion of the Trustee or Notes Security Agent, as applicable, adversely affect the rights, duties, liabilities or immunities of the Trustee or the Collateral Notes Security Agent under the this Indenture or the Intercreditor AgreementsAgreement. For the avoidance of doubt, subject to the foregoing and the succeeding paragraph, any such Additional Intercreditor Agreement may provide for pari passu or subordinated security interests in respect of any such Indebtedness (to the extent such Indebtedness is permitted to share the Notes Collateral pursuant to the definition of Permitted Collateral Lien). (Cb) In executing any execution At the direction of the Additional Issuer and without the consent of Holders, the Trustee and the Notes Security Agent shall from time to time enter into one or more amendments to any Intercreditor Agreement to: (1) cure any ambiguity, omission, defect or inconsistency of any such agreement, (2) increase the amount or types of Indebtedness covered by any such agreement that may be Incurred by the Issuer or a Guarantor that is subject to any such agreement (including with respect to any Intercreditor Agreement or Additional Intercreditor Agreement, the amendments addition of provisions relating to new Indebtedness ranking junior in right of payment to the Notes), (3) add Restricted Subsidiaries to the Intercreditor Agreement or supplements an Additional Intercreditor Agreement, (4) further secure the Notes (including Additional Notes), (5) make provision for equal and ratable pledges of an the Notes Collateral to secure Additional Notes, (6) implement any Permitted Collateral Liens, (7) amend the Intercreditor Agreement or any Additional Intercreditor Agreement in accordance with the terms thereof; (8) make any change reasonably necessary, in the good faith determination of the Issuer in order to implement any transaction that is subject to Article 5 hereof; or (9) implement any transaction in connection with the renewal extension, refinancing, replacement or increase of Indebtedness that is not prohibited by this Section 14.02Indenture or make any other change to any such agreement that does not adversely affect the Holders in any material respect; provided that no such changes shall be permitted to the extent they affect the ranking of any Note or Note Guarantee, enforcement of Liens over the Notes Collateral, the application of proceeds from the enforcement of Notes Collateral or the release of any Note Guarantees or Lien over the Notes Collateral in a manner than would adversely affect the rights of the holders of the Notes in any material respect except as otherwise permitted by this Indenture, the Intercreditor Agreement or any Additional Intercreditor Agreement immediately prior to such change. The Issuer shall not otherwise direct the Trustee or the Notes Security Agent to enter into any amendment to any Intercreditor Agreement without the consent of the Holders of the majority in aggregate principal amount of the Notes then outstanding, except as otherwise permitted under Article 9 hereof, and the Issuer may only direct the Trustee and the Collateral Notes Security Agent to enter into any amendment to the extent such amendment does not impose any personal obligations on the Trustee or Notes Security Agent or, in the opinion of the Trustee or Notes Security Agent, as adversely affect their respective rights, duties, liabilities or immunities under this Indenture or the case may beIntercreditor Agreement or any Additional Intercreditor Agreement. (c) In relation to any Intercreditor Agreement or Additional Intercreditor Agreement, will at the request of the Issuer, the Trustee (and Notes Security Agent, if applicable) shall consent on behalf of the Holders to the payment, repayment, purchase, repurchase, defeasance, acquisition, retirement or redemption of any obligations subordinated to the Notes thereby; provided, however, that such transaction would comply with Section 4.05 hereof. (d) Each Holder, by accepting a Note, shall be entitled deemed to receivehave agreed to and accepted the terms and conditions of the Intercreditor Agreement or any Additional Intercreditor Agreement (whether then entered into or entered into in the future pursuant to the provisions described herein), and (subject to Sections 10.01 have directed the Trustee and 10the Notes Security Agent to enter into any such Additional Intercreditor Agreement.

Additional Intercreditor Agreements. (Aa) At the request of the Issuer, at and without the time ofconsent of Holders, in connection with the Incurrence by the Company or prior to, the incurrence a Restricted Subsidiary of any Indebtedness that is expressly permitted under this Indenture to share the Notes Collateral or that is otherwise permitted pursuant to be incurred under this IndentureSection 4.06, the Issuer, the relevant Subsidiary GuarantorsCompany, the Parent Guarantor or a Restricted Subsidiary, the Trustee and the Collateral Notes Security Agent will (without the consent of Holders), to the extent authorized and permitted under the then-existing applicable Intercreditor Agreement(s), shall enter into such amendments, supplements or agreements as necessary to add with the obligees holders of such Indebtedness and/or any representative(s(or their duly authorized Representatives) thereof as party to the applicable Intercreditor Agreement(s), or an additional intercreditor agreement (each such agreement, an “Additional Intercreditor Agreement”); provided that such amendments) or a restatement, supplements, agreements amendment or such Additional other modification of the LEGAL_EU # 16733244.6 existing Intercreditor Agreement will on substantially the same terms as the Intercreditor Agreement (or terms not impose any personal obligations on materially less favorable to the Trustee or Holders), including containing substantially the Collateral Agent or adversely affect the rights, duties, liabilities or immunities same terms with respect to release of Note Guarantees and priority and release of the Trustee Liens over the Notes Collateral (or the Collateral Agent under the Indenture or any Intercreditor Agreement. (B) At the written direction of the Issuer and without the consent of terms not materially less favorable to the Holders, the Trustee and the Collateral Agentit being understood that such restatement, amendment or other modification to provide for subordinated security interests will be deemed not to be materially less favorable to the extent authorized and permitted under the applicable Intercreditor Agreement, shall upon the written direction of the Issuer from time to time enter into one or more Additional Intercreditor Agreements or amendments or supplements of the Intercreditor Agreement(s) to: (1) cure any ambiguity, omission, defect or inconsistency therein; (2) increase the amount of Indebtedness permitted to be incurred or issued under this Indenture of the types covered thereby that may be incurred by the Issuer or any other Note Party that is subject thereto (including the addition of provisions relating to new IndebtednessHolders); (3) add Subsidiary Guarantors thereto; (4) further secure the Notes (including any Additional Notes); (5) allow any successor Trustee and/or Collateral Agent to accede as a party thereto; or (6) make any other such change thereto that does not adversely affect the rights of holders of the Notes in any material respect; provided that such Additional Intercreditor Agreement will not impose any personal obligations on the Trustee or Notes Security Agent or, in the Collateral Agent opinion of the Trustee or Notes Security Agent, as applicable, adversely affect the rights, duties, liabilities or immunities of the Trustee or the Collateral Notes Security Agent under the this Indenture or the Intercreditor AgreementsAgreement. For the avoidance of doubt, subject to the foregoing and the succeeding paragraph, any such Additional Intercreditor Agreement may provide for pari passu or subordinated security interests in respect of any such Indebtedness (to the extent such Indebtedness is permitted to share the Notes Collateral pursuant to Section 4.06). (Cb) In executing any execution At the written direction of the Issuer and without the consent of Holders, the Trustee and the Notes Security Agent shall from time to time enter into one or more amendments to any Intercreditor Agreement or Additional Intercreditor Agreement to: (1) cure any ambiguity, omission, defect or inconsistency of any such agreement, (2) increase the amendments amount or supplements types of Indebtedness covered by any such agreement that may be Incurred by the Issuer or a Guarantor that is subject to any such agreement (including with respect to any Intercreditor Agreement or Additional Intercreditor Agreement, the addition of provisions relating to new Indebtedness ranking junior in right of payment to the Notes), (3) add Restricted Subsidiaries to the Intercreditor Agreement or an Additional Intercreditor Agreement, (4) further secure the Notes (including Additional Notes), (5) make provision for equal and ratable pledges of the Notes Collateral to secure Additional Notes, (6) implement any Liens permitted by Section 4.06, (7) amend the Intercreditor Agreement or any Additional Intercreditor Agreement in accordance with the terms thereof; (8) make any change reasonably necessary or desirable, in the good faith determination of the Issuer in order to implement any transaction that is subject to Article 5 hereof; or (9) implement any transaction in connection with the renewal extension, refinancing, replacement or increase of Indebtedness that is not prohibited by this Section 14.02Indenture or make any other change to any such agreement that does not adversely affect the Holders in any material respect; provided that no such changes shall be permitted to the extent they affect the ranking of any Note or Note Guarantee, enforcement of Liens over the Notes Collateral, the application of proceeds from the enforcement of Notes Collateral or the release of any Note Guarantees or Lien over the Notes Collateral in a manner than would adversely affect the rights of the holders of the Notes in any material respect except as otherwise permitted by this Indenture, the Intercreditor Agreement or any Additional Intercreditor Agreement immediately prior to such change. The Issuer shall not otherwise direct the Trustee or the Notes Security Agent to enter into any amendment to any Intercreditor Agreement without the consent of the Holders of the majority in aggregate principal amount of the Notes then outstanding, except as otherwise permitted under Article 9 hereof, and the Issuer may only direct the Trustee and the Collateral Notes Security Agent to enter into any amendment to the extent such amendment does not impose any personal obligations on the Trustee or Notes Security Agent or, in the opinion of the Trustee or Notes Security Agent, as adversely affect their respective rights, duties, liabilities or immunities under this Indenture or the case may beIntercreditor Agreement or any Additional Intercreditor Agreement. (c) In relation to any Intercreditor Agreement or Additional Intercreditor Agreement, will at the request of the Issuer, the Trustee (and Notes Security Agent, if applicable) shall consent on behalf of the Holders to the payment, repayment, purchase, repurchase, defeasance, acquisition, retirement or redemption of any obligations subordinated to the Notes thereby; provided, however, that such transaction would comply with Section 4.05 hereof. (d) Each Holder, by accepting a Note, shall be entitled deemed to receivehave agreed to and accepted the terms and conditions of the Intercreditor Agreement or any Additional Intercreditor Agreement (whether then entered into or entered into in the future pursuant to the provisions described herein), LEGAL_EU # 16733244.6 and (subject to Sections 10.01 have directed the Trustee and 10the Notes Security Agent to enter into any such Additional Intercreditor Agreement.

Additional Intercreditor Agreements. (Aa) At the request of the Issuer, at the time of, or prior to, the incurrence of any Indebtedness that is expressly permitted under this Indenture to share the Collateral or that is otherwise permitted to be incurred under this Indenture, the Issuer, the relevant Subsidiary Guarantors, the Trustee and the Collateral Agent will (without the consent of Holders), to the extent authorized and permitted under the then-existing applicable Intercreditor Agreement(s), enter into such amendments, supplements or agreements as necessary to add the obligees of such Indebtedness and/or any representative(s) thereof as party to the applicable Intercreditor Agreement(s), or an additional intercreditor agreement (each such agreement, an “Additional Intercreditor Agreement”); provided that such amendments, supplements, agreements or such Additional Intercreditor Agreement will not impose any personal obligations on the Trustee or the Collateral Agent or adversely affect the rights, duties, liabilities or immunities of the Trustee or the Collateral Agent under the Indenture or any Intercreditor Agreement. (B) At the written direction of the Issuer Parent Guarantor and without the consent of the Holders, in connection with the incurrence by the Parent Guarantor or its Restricted Subsidiaries of any Permitted Debt, the Parent Guarantor, the relevant Restricted Subsidiaries, the Trustee and the Collateral AgentSecurity Agent shall enter into with the Holders (or their duly authorized representatives) an intercreditor agreement (an “Additional Intercreditor Agreement”) or a restatement, to amendment or other modification of the extent authorized and permitted under the applicable existing Intercreditor Agreement, shall upon in each case on substantially the written direction of the Issuer from time to time enter into one or more Additional Intercreditor Agreements or amendments or supplements of same terms as the Intercreditor Agreement(s) to: (1) cure any ambiguity, omission, defect Agreement or inconsistency therein; (2) increase terms not violating the amount terms of Indebtedness permitted to be incurred or issued under this Indenture of the types (for such matters covered thereby that may be incurred by the Issuer this Indenture) or any other Note Party that is subject thereto (including the addition of provisions relating to new Indebtedness); (3) add Subsidiary Guarantors thereto; (4) further secure the Notes (including any Additional Notes); (5) allow any successor Trustee and/or Collateral Agent to accede as a party thereto; or (6) make any other such change thereto that does terms not affecting adversely affect the rights of holders the Holders of the Notes in any material respectrespects (for such matters not covered by this Indenture), including containing substantially the same terms with respect to release of Guarantees and priority and release of the Security Interests; provided that such Additional Intercreditor Agreement will not impose any personal obligations on the Trustee or Security Agent or, in the Collateral Agent opinion of the Trustee or Security Agent, as applicable, adversely affect the rights, duties, liabilities or immunities of the Trustee or the Collateral Security Agent under the this Indenture or the Intercreditor AgreementsAgreement. (Cb) In executing any execution At the request and direction of the Additional Intercreditor Agreement or Parent Guarantor and without the amendments or supplements consent of an Intercreditor Agreement in accordance with this Section 14.02the Holders, the Trustee and the Security Agent shall from time to time enter into one or more amendments to any Intercreditor Agreement to: (i) cure any ambiguity, omission, defect or inconsistency of any such agreement, (ii) increase the amount or types of Debt covered by any such agreement that may be incurred by an Issuer or a Guarantor that is subject to any such agreement (including with respect to any Intercreditor Agreement or Additional Intercreditor Agreement, the addition of provisions relating to new Debt ranking junior in right of payment to the Notes), (iii) add Restricted Subsidiaries to the Intercreditor Agreement or an Additional Intercreditor Agreement, (iv) further secure the Notes (including Additional Notes), (v) make provision for equal and ratable pledges of the Collateral to secure Additional Notes, (vi) implement any Permitted Collateral Liens, (vii) amend the Intercreditor Agreement or any Additional Intercreditor ​ ​ Agreement in accordance with the terms thereof or (viii) make any other change to any such agreement that does not violate the terms of this Indenture. The Parent Guarantor shall not otherwise direct the Trustee or the Security Agent to enter into any amendment to any Intercreditor Agreement without the consent of the Holders of the majority in aggregate principal amount of the Notes then outstanding, except as otherwise permitted below under Article Nine, and the Parent Guarantor may only direct the Trustee and the Security Agent to enter into any amendment to the extent such amendment does not impose any personal obligations on the Trustee or Security Agent or, in the opinion of the Trustee or Security Agent, adversely affect their respective rights, duties, liabilities or immunities under this Indenture or the Intercreditor Agreement or any Additional Intercreditor Agreement. (c) In relation to any Intercreditor Agreement or Additional Intercreditor Agreement, the Trustee (and Security Agent, if applicable) shall consent on behalf of the Holders to the payment, repayment, purchase, repurchase, defeasance, acquisition, retirement or redemption of any obligations subordinated to the Notes thereby; provided, however, that such transaction would comply with Section 4.08. (d) Each Holder, by accepting a Note, shall be deemed to have agreed to and accepted the terms and conditions of the Intercreditor Agreement or any Additional Intercreditor Agreement (whether then entered into or entered into in the future pursuant to the provisions described in this Section 4.13) and to have directed the Trustee or Security Agent, as applicable, to enter into any such Additional Intercreditor Agreement. The Issuers shall make a copy of the case may be, will be entitled to receive, and (subject to Sections 10.01 and 10Intercreditor Agreement or any Additional Intercreditor Agreement available for inspection by Holders during normal business hours on any Business Day upon prior written request at the offices of the Listing Agent.

Additional Intercreditor Agreements. (Aa) At the request of the IssuerThe Issuers, at the time of, or prior to, the incurrence of any Indebtedness that is expressly permitted under this Indenture to share the Collateral or that is otherwise permitted to be incurred under this Indenture, the Issuer, the relevant Subsidiary Guarantorseach Guarantor, the Trustee and the Collateral Security Agent will are hereby authorized (without any further consent of the holders of the Notes) to enter into any other intercreditor agreement or deed (including a restatement, replacement, amendment, or other modification of the Intercreditor Agreement) in connection with entry into any future Indebtedness with substantially the same terms as the Intercreditor Agreement (the “Additional Intercreditor Agreement”).‌ (b) At the written direction of the Parent Guarantor or the Issuers and without the consent of Holdersthe holders of the Notes, the Trustee or the Security Agent shall from time to time enter into one or more amendments to any Intercreditor Agreement to: (i) cure any ambiguity, omission, defect or inconsistency of any such agreement, (ii) increase the amount or types of Debt covered by any such agreement that may be incurred by the Parent Guarantor or any Restricted Group Member that is subject to any such agreement (provided that such Debt is incurred in compliance with this Indenture), (iii) add Restricted Group Members to the Intercreditor Agreement, (iv) further secure the Notes (including Additional Notes incurred in compliance with this Indenture), (v) make provision for equal and ratable pledges of the Collateral to secure Additional Notes incurred in compliance with this Indenture or to implement any Permitted Collateral Liens, (vi) enter into an Additional Intercreditor Agreement under circumstances provided for therein or (vii) make any other change to any such agreement that does not adversely affect the holders of the Notes in any material respect. Neither Issuer shall otherwise direct the Trustee or the Security Agent to enter into any amendment to any Intercreditor Agreement without the consent of the holders of the Notes of a majority in aggregate principal amount of the Notes then outstanding, except as otherwise permitted under Article Nine of this Indenture or as permitted by the terms of such Intercreditor Agreement, and the Issuers may only direct the Trustee or the Security Agent to enter into any amendment to the extent authorized and permitted under the then-existing applicable Intercreditor Agreement(s), enter into such amendments, supplements or agreements as necessary to add the obligees of such Indebtedness and/or any representative(s) thereof as party to the applicable Intercreditor Agreement(s), or an additional intercreditor agreement (each such agreement, an “Additional Intercreditor Agreement”); provided that such amendments, supplements, agreements or such Additional Intercreditor Agreement will amendment does not impose any personal obligations on the Trustee or the Collateral Security Agent or, in the opinion of the Trustee or the Security Agent, adversely affect the rights, duties, liabilities or immunities of the Trustee or the Collateral Security Agent under the Indenture relating to the Notes or any Intercreditor Agreement. (B) At the written direction of the Issuer and without the consent of the Holders. In formulating its opinion on such matters, the Trustee and the Collateral Agent, to the extent authorized and permitted under the applicable Intercreditor Agreement, shall upon the written direction of the Issuer from time to time enter into one or more Additional Intercreditor Agreements or amendments or supplements of the Intercreditor Agreement(s) to: (1) cure any ambiguity, omission, defect or inconsistency therein; (2) increase the amount of Indebtedness permitted to be incurred or issued under this Indenture of the types covered thereby that may be incurred by the Issuer or any other Note Party that is subject thereto (including the addition of provisions relating to new Indebtedness); (3) add Subsidiary Guarantors thereto; (4) further secure the Notes (including any Additional Notes); (5) allow any successor Trustee and/or Collateral Agent to accede as a party thereto; or (6) make any other such change thereto that does not adversely affect the rights of holders of the Notes in any material respect; provided that such Additional Intercreditor Agreement will not impose any personal obligations on the Trustee or the Collateral Agent or adversely affect the rights, duties, liabilities or immunities of the Trustee or the Collateral Agent under the Indenture or the Intercreditor Agreements. (C) In executing any execution of the Additional Intercreditor Agreement or the amendments or supplements of an Intercreditor Agreement in accordance with this Section 14.02, the Trustee and the Collateral Agent, as the case may be, will be entitled to receiverequest and rely absolutely on such evidence as it deems appropriate, including an Officer’s Certificate from the Issuers and an Opinion of Counsel (subject c) Each holder of a Note, by accepting such Note, shall be deemed to Sections 10.01 have: (i) appointed and 10authorized the Trustee to give effect to such provisions; (ii) authorized the Trustee to become a party to any future intercreditor arrangements described above; (iii) agreed to be bound by such provisions and the provisions of any future intercreditor arrangements described above; and (iv) irrevocably appointed the Trustee to act on its behalf to enter into and comply with such provisions and the provisions of any future intercreditor arrangements described above.

Additional Intercreditor Agreements. (Ai) At the request of the Issuer, at the time of, or prior to, the incurrence of any Indebtedness that is expressly permitted under this Indenture to share the Collateral or that is otherwise permitted to be incurred under this Indenture, the Issuer, the relevant Subsidiary Guarantors, the Trustee and the Collateral Agent will (without the consent of Holders), to the extent authorized and permitted under the then-existing applicable Intercreditor Agreement(s), enter into such amendments, supplements or agreements as necessary to add the obligees of such Indebtedness and/or any representative(s) thereof as party to the applicable Intercreditor Agreement(s), or an additional intercreditor agreement (each such agreement, an “Additional Intercreditor Agreement”); provided that such amendments, supplements, agreements or such Additional Intercreditor Agreement will not impose any personal obligations on the Trustee or the Collateral Agent or adversely affect the rights, duties, liabilities or immunities of the Trustee or the Collateral Agent under the Indenture or any Intercreditor Agreement. (B) At the written direction of the Issuer and without the consent of the HoldersHolders of Notes, in connection with the incurrence by the Issuer or the Guarantors of indebtedness permitted under this Indenture, the Issuer, the Guarantors, the Trustee and the Collateral AgentSecurity Agent shall enter into with the holders of such indebtedness (or their duly authorized representatives) an intercreditor agreement (an "Additional Intercreditor Agreement") or a restatement, to amendment or other modification of the extent authorized and permitted under the applicable Intercreditor Agreement, shall upon in each case on substantially the written direction same terms as the Intercreditor Agreement (or terms not materially less favorable to the Holders of Notes), including containing substantially the same terms with respect to release of Guarantees and priority and release of the Issuer from time to time enter into one or more Additional Intercreditor Agreements or amendments or supplements of the Intercreditor Agreement(s) to: (1) cure any ambiguitySecurity Interests; provided, omissionhowever, defect or inconsistency therein; (2) increase the amount of Indebtedness permitted to be incurred or issued under this Indenture of the types covered thereby that may be incurred by the Issuer or any other Note Party that is subject thereto (including the addition of provisions relating to new Indebtedness); (3) add Subsidiary Guarantors thereto; (4) further secure the Notes (including any Additional Notes); (5) allow any successor Trustee and/or Collateral Agent to accede as a party thereto; or (6) make any other such change thereto that does not adversely affect the rights of holders of the Notes in any material respect; provided that such Additional Intercreditor Agreement will not impose any personal obligations on the Trustee or Security Agent or, in the Collateral Agent opinion of the Trustee or Security Agent, as applicable, adversely affect the rights, duties, liabilities or immunities of the Trustee or the Collateral Security Agent under the this Indenture or the Intercreditor AgreementsAgreement. (Cii) In executing any execution At the written direction of the Additional Issuer and without the consent of the Holders of Notes, the Trustee and the Security Agent shall from time to time enter into one or more amendments to any Intercreditor Agreement to: (1) cure any ambiguity, omission, defect or inconsistency of any such agreement, (2) increase the amount or types of indebtedness covered by any such agreement that may be incurred by the Issuer or a Guarantor that is subject to any such agreement (including with respect to any Intercreditor Agreement or Additional Intercreditor Agreement, the amendments addition of provisions relating to new indebtedness ranking junior or supplements pari passu in right of payment to the Notes), (3) add Guarantors to the Intercreditor Agreement or an Additional Intercreditor Agreement, (4) further secure the Notes, (5) make provision for equal and ratable security interests in the Collateral to secure Additional Notes, (6) implement any Permitted Liens (including junior liens, pari passu liens and liens benefiting from priority rights of turnover with respect to proceeds from enforcement), (7) amend the Intercreditor Agreement or any Additional Intercreditor Agreement in accordance with the terms thereof or (8) make any other change to any such agreement that does not adversely affect the Holders of Notes in any material respect. The Issuer shall not otherwise direct the Trustee or the Security Agent to enter into any amendment to the Intercreditor Agreement or any Additional Intercreditor Agreement without the consent of the Holders of the majority in aggregate principal amount of the Notes then outstanding, except as otherwise permitted under Article 9 of this Section 14.02, Indenture and as permitted under the Intercreditor Agreement or any Additional Intercreditor Agreement and the Issuer may only direct the Trustee and the Collateral Security Agent to enter into any amendment to the extent such amendment does not impose any personal obligations on the Trustee or Security Agent or, in the opinion of the Trustee or Security Agent, adversely affect their respective rights, duties, liabilities or immunities under this Indenture or the Intercreditor Agreement or any Additional Intercreditor Agreement. (iii) In relation to the Intercreditor Agreement or any Additional Intercreditor Agreement, the Trustee (and Security Agent, if applicable) shall consent on behalf of the Holders of Notes to the payment, repayment, purchase, repurchase, defeasance, acquisition, retirement or redemption of any obligations subordinated to the Notes or the Guarantees thereby. (iv) Each Holder of Notes, by accepting a Note, shall be deemed to have agreed to and accepted the terms and conditions of the Intercreditor Agreement and any Additional Intercreditor Agreement (whether then entered into or entered into in the future pursuant to the provisions described herein) and to have directed the Trustee or Security Agent, as applicable, to enter into (or accede to) the case may be, will be entitled to receive, Intercreditor Agreement and (subject to Sections 10.01 and 10any such Additional Intercreditor Agreement.

Additional Intercreditor Agreements. (Aa) At the request of the Issuer, at in connection with the time of, Incurrence by the Issuer or prior to, the incurrence any of its Restricted Subsidiaries of (1) any Indebtedness that is expressly permitted under this Indenture secured on Charged Property or as otherwise required or not prohibited herein; and (2) any Refinancing Indebtedness in respect of Indebtedness referred to share the Collateral or that is otherwise permitted to be incurred under this Indenturein Section 12.05(a)(1), the Issuer, the relevant Subsidiary GuarantorsRestricted Subsidiaries, the Trustee and the Collateral Security Agent will (without the consent of Holders), to the extent authorized and permitted under the then-existing applicable Intercreditor Agreement(s), shall enter into such amendments, supplements or agreements as necessary to add with the obligees holders of such Indebtedness and/or any representative(s(or their duly authorized representatives) thereof as party to the applicable Intercreditor Agreement(s), or an additional intercreditor agreement (each such agreement, an “Additional Intercreditor Agreement”) or a restatement, amendment or other modification of the existing Intercreditor Agreement on substantially the same terms as the Intercreditor Agreement (or terms not materially less favorable to the Holders (taken as a whole)), including substantially the same terms with respect to release of Note Guarantees and priority and release of the Security Interests; provided that such amendments, supplements, agreements or (A) such Additional Intercreditor Agreement will not impose any personal obligations on the Trustee or the Collateral Security Agent or, in the reasonable opinion of the Trustee or the Security Agent, as applicable, adversely affect the rights, duties, liabilities liabilities, indemnities or immunities of the Trustee or the Collateral Security Agent under this Indenture, any Additional Intercreditor Agreement or the Indenture or any Intercreditor Agreement; and (B) if more than one such intercreditor agreement is outstanding at any time, the correlative terms of such intercreditor agreements must not conflict. (Bb) At the written direction of the Issuer and without the consent of the Holders, the Trustee and the Collateral Agent, to the extent authorized and permitted under the applicable Intercreditor Agreement, Security Agent shall upon the written direction of the Issuer from time to time enter into one or more amendments to the Intercreditor Agreement or any Additional Intercreditor Agreements or amendments or supplements of the Intercreditor Agreement(s) Agreement to: : (1) cure any ambiguity, omission, defect defect, manifest error or inconsistency therein; of any such agreement; (2) increase the amount or types of Indebtedness permitted to be incurred or issued under this Indenture of the types covered thereby by any such agreement that may be incurred Incurred by the Issuer or any other Note Party Restricted Subsidiary that is subject thereto to any such agreement (including with respect to any Intercreditor Agreement or Additional Intercreditor Agreement, the addition of provisions relating to new IndebtednessIndebtedness ranking junior in right of payment to the Notes and the Note Guarantees); ; (3) add Subsidiary Guarantors thereto; Restricted Subsidiaries to the Intercreditor Agreement or an Additional Intercreditor Agreement; (4) further secure the Notes (including any Additional Notes); ; (5) allow any successor Trustee and/or Collateral Agent make provision for equal and ratable pledges of the Charged Property to accede as a party thereto; or secure Additional Notes; (6) to facilitate a Permitted Tax Restructuring, a Permitted Reorganization or the Transaction; (7) implement any Permitted Collateral Liens; (8) amend the Intercreditor Agreement or any Additional Intercreditor Agreement in accordance with the terms thereof; or (9) make any other change to any such change thereto agreement that does not adversely affect the rights of holders of the Notes Holders (taken as a whole) in any material respect; provided , making all necessary provisions to ensure that such the Notes and the Note Guarantees are secured by Liens of equivalent priority over the Charged Property. The Issuer shall not otherwise direct the Trustee or the Security Agent to enter into any amendment to any Intercreditor Agreement or Additional Intercreditor Agreement, other than: (i) in accordance with this Section 12.05(b); (ii) with the consent of the requisite majority of Holders, except as otherwise permitted under Article 9; or (iii) as otherwise permitted by such Intercreditor Agreement will or Additional Intercreditor Agreement, and the Issuer may only direct the Trustee and the Security Agent to enter into any amendment to the extent such amendment does not impose any personal obligations on the Trustee or the Collateral Security Agent or adversely affect or, in the rights, duties, liabilities or immunities reasonable opinion of the Trustee or the Collateral Agent Security Agent, adversely affect their respective rights, duties, liabilities, indemnities or immunities under the this Indenture or the Intercreditor AgreementsAgreement or any Additional Intercreditor Agreement. (Cc) In executing relation to any execution of the Additional Intercreditor Agreement or the amendments or supplements of an Additional Intercreditor Agreement in accordance with this Section 14.02Agreement, the Trustee (and the Collateral Security Agent, as if applicable) shall consent on behalf of the case may berequisite majority of Holders to the payment, will be entitled repayment, purchase, repurchase, defeasance, acquisition, retirement or redemption of any obligations subordinated to receivethe Notes thereby; provided, and (subject to Sections 10.01 and 10that such transaction would comply with Section 4.06.

Additional Intercreditor Agreements. Notwithstanding anything to the contrary contained in this Agreement, each party hereto agrees that the Term Secured Parties (Aas among themselves) At the request of the Issuer, at the time of, may enter into intercreditor agreements (or prior to, the incurrence of any Indebtedness that is expressly permitted under this Indenture to share the Collateral or that is otherwise permitted to be incurred under this Indenture, the Issuer, similar arrangements) with the relevant Subsidiary Guarantors, the Trustee and the Collateral Agent will (without the consent of Holders), to the extent authorized and permitted under the then-existing applicable Intercreditor Agreement(s), enter into such amendments, supplements or agreements as necessary to add the obligees of such Indebtedness and/or any representative(s) thereof as party to the applicable Intercreditor Agreement(s), or an additional intercreditor agreement (each such agreement, an “Additional Intercreditor Agreement”); provided that such amendments, supplements, agreements or such Additional Intercreditor Agreement will not impose any personal obligations on the Trustee or the Collateral Agent or adversely affect Term Agents governing the rights, dutiesbenefits and privileges of Term Secured Parties with respect to the Term Obligations or a portion thereof (as among themselves), liabilities in respect of any or immunities all of the Trustee Collateral and the applicable Term Documents, including as to the application of Proceeds of any Collateral, voting rights, control of any Collateral and waivers with respect to any Collateral, in each case so long as the terms thereof do not violate or conflict with the provisions of this Agreement. 1. As soon as practicable following the Amendment Effective Date (and in any event, no later than the second Business Day following the Amendment Effective Date (with extensions to be granted by the Agent at the direction of the Required Lenders)), the Borrowers shall provide evidence in the form of an intercompany note executed by the Borrowers and all applicable Subsidiaries that indebtedness and other liabilities (whether now existing or hereafter arising) owing by any Obligor as of the Amendment Effective Date to any Subsidiary that is not an Obligor shall be subordinated to the Obligations on subordination terms reasonably satisfactory to the Agent and the Required Lenders; it being understood that such intercompany note shall be delivered to the Controling Term Loan Agent within two Business Days of the Amendment Effective Date (or such later date as the Agent may determine in its reasonable discretion). 2. The Loan Parties shall take all necessary actions (subject to the Post-Closing Security Principles set out in paragraph 4 below) to satisfy the items described below within thirty (30) days after the Amendment Effective Date (or, in each case, such longer periods as the Agent, acting at the direction of the Required Lenders, may agree): (a) For each Subsidiary domiciled in the United Kingdom: (i) an English law guarantee and debenture over substantially all of its assets; (ii) a share pledge agreement entered into by its shareholder relating to the pledge over its shares; and (iii) such other resolutions, legal opinions, documents, instruments and other actions as may be necessary to effectuate the intent of the parties with respect to the Collateral Agent under located in the Indenture or any United Kingdom to create a first priority perfected security interest therein, subject in each case to the Intercreditor Agreement. (b) For each Subsidiary domiciled in Germany: (i) a guarantee; (ii) a share pledge agreement entered into by its shareholder relating to the pledge over its shares; and (iii) security over substantially all of its assets located in Germany including but not limited to the following security documents, if applicable: (A) an account pledge agreement relating to all accounts held by it with banks in Germany; (B) At a global assignment agreement relating to the written assignment of accounts receivable from the selling of goods and the provision of services as well as other accounts receivable agreed to be assigned by it (including, but not limited to, insurance claims and intercompany loan receivables); (C) a security transfer agreement relating to the security transfer of all moveable (including stock and inventory) and fixed assets over which security shall be granted; (D) if it has any such rights, an Intellectual Property pledge agreement relating to the pledge of its Intellectual Property rights (including, but not limited to, patents, designs, utility models, trademarks, know-how and other Intellectual Property rights); (E) if it owns any real estate, a land charge over the real estate held by it; (F) if it owns any real estate, a security purpose agreement relating to the land charge granted by it; and (G) if it is party to any relevant intercompany agreements, a subordination agreement in relation to any shareholder and intercompany loans and any other applicable, if any, intercompany claims.; and (iv) such other resolutions, legal opinions, documents, instruments and other actions as may be necessary to effectuate the intent of the parties with respect to the Collateral located in Germany to create a first priority perfected security interest therein, subject in each case to the Intercreditor Agreement. (c) For each Subsidiary domiciled in the Netherlands: (i) a guarantee; (ii) an Omnibus ▇▇▇▇▇▇▇ (or similar agreement); (iii) a share pledge agreement entered into by its shareholder relating to the pledge over its shares; and (iv) such other resolutions, legal opinions, documents, instruments and other actions as may be necessary to effectuate the intent of the parties over the Collateral located in the Netherlands to create a first priority perfected security interest therein, subject in each case to the Intercreditor Agreement. 3. Each Subsidiary domiciled in the UK, Germany or the Netherlands shall deliver a New York law-governed guarantee and security agreement in form and substance satisfactory to the Agent within fourteen (14) days after the Amendment Effective Date (or such longer period as the Agent, acting at the direction of the Issuer Required Lenders, may agree). 4. The guarantees and without security obligations to be provided pursuant to this Schedule I will be given in accordance with customary “agreed security principles” to be agreed in good faith as soon as practicable following the consent Amendment Effective Date (and in any event, no later than the fifth Business Day following the Amendment Effective Date (or such longer period as the Agent, acting at the direction of the HoldersRequired Lenders, may agree)) (the Trustee “Post-Closing Security Principles”) which will provide that all guarantees provided and security interests granted shall be first priority guarantees and security interests, as applicable and subject in each case to the Collateral AgentIntercreditor Agreement, and embody a recognition by all parties that there may be certain legal and practical difficulties in obtaining effective or commercially reasonable guarantees and/or security from all relevant entities in each jurisdiction in which it has been agreed that guarantees and security will be granted. In particular: (a) Guarantees and/or security shall not be created or perfected, or shall be subject to customary limitations, to the extent authorized and permitted under that it would result in (i) any breach of corporate benefit, financial assistance, fraudulent preference or thin capitalization laws or regulations (or analogous restrictions) of any applicable jurisdiction, (ii) a significant risk to the applicable Intercreditor Agreement, shall upon the written direction officers of the Issuer from time relevant grantor of security of contravention of their fiduciary duties and/or of civil or criminal liability, (iii) costs, burdens, difficulties or consequences that are disproportionate or excessive to time enter into one the benefit obtained by such guarantees and/or security (as agreed by the Borrowers and the Agent) or more Additional Intercreditor Agreements or amendments or supplements (iv) a material adverse effect on the ability of the Intercreditor Agreement(s) relevant person to conduct its operations and business in the ordinary course as otherwise permitted by the Loan Documents. For the purposes of this paragraph 4, “cost” includes, but is not limited to: (1) cure , income tax cost, registration taxes payable on the creation, the perfection or for the continuance of any ambiguityguarantee or security, omissionstamp duties, defect or inconsistency therein; (2) increase the amount of Indebtedness permitted to be incurred or issued under this Indenture of the types covered thereby that may be out-of-pocket expenses, and other fees and expenses directly incurred by the Issuer relevant grantor or any other Note Party that is subject thereto (including the addition of provisions relating to new Indebtedness); (3) add Subsidiary Guarantors thereto; (4) further secure the Notes (including any Additional Notes); (5) allow any successor Trustee and/or Collateral Agent to accede as a party thereto; its direct or (6) make any other such change thereto that does not adversely affect the rights of holders of the Notes in any material respect; provided that such Additional Intercreditor Agreement will not impose any personal obligations on the Trustee indirect owners, subsidiaries or the Collateral Agent or adversely affect the rights, duties, liabilities or immunities of the Trustee or the Collateral Agent under the Indenture or the Intercreditor Agreementsaffiliates. (Cb) In executing As required in the relevant jurisdiction, the security documents should only operate to create security rather than to impose new commercial obligations or a repeat of clauses in other Loan Documents. Accordingly, the Post-Closing Security Principles will reflect that (i) such security documents should not contain additional representations, undertakings or indemnities (including, without limitation, in respect of insurance, information, maintenance or protection of assets or the payment of costs) unless these are the same as or consistent with those contained in the Loan Agreement or are required by law or necessary in the applicable jurisdiction for the provision of a guarantee or the creation or perfection of security interest; and (ii) nothing in any execution security document shall (or be construed to) prohibit any transaction, matter or other step (or a grantor taking or entering the same or dealing in any manner whatsoever in relation to any asset (including all rights, claims benefits, proceeds and documentation, and contractual counterparties in relation thereto) the subject of (or expressed to be the subject of) the security agreement) if not prohibited by the terms of the Additional Intercreditor Agreement other Loan Documents or necessary in the applicable jurisdiction for the provision of a guarantee or the amendments creation or supplements perfection of an Intercreditor Agreement in accordance with this Section 14.02, security interest. (c) Each security document should contain a clause which records that if there is a conflict between the Trustee security document and the Collateral AgentLoan Agreement, as then (to the case may be, extent permitted by applicable law) the provisions of the Loan Agreement will be entitled to receive, and (subject to Sections 10.01 and 10take priority over the provisions of the applicable security document.

Additional Intercreditor Agreements. ‌ (Aa) At the request of the Issuer, at in connection with the time of, Incurrence by the Issuer or prior to, the incurrence its Restricted Subsidiaries of any Indebtedness that is expressly permitted under this Indenture to share the Collateral or that is otherwise permitted to be incurred under this IndentureIncurred pursuant to Section 4.01 and permitted to be secured on the Collateral pursuant to Section 4.03, the Issuer, the relevant Subsidiary GuarantorsRestricted Subsidiaries, the Trustee and the Collateral Security Agent will (without the consent of Holders), to the extent authorized and permitted under the then-existing applicable Intercreditor Agreement(s), shall enter into such amendments, supplements or agreements as necessary to add with the obligees holders of such Indebtedness and/or any representative(s(or their duly authorized Representatives) thereof as party to the applicable Intercreditor Agreement(s), or an additional intercreditor agreement (each such agreement, an “Additional Intercreditor Agreement”); provided that such amendments) or a restatement, supplements, agreements amendment or such Additional other modification of the existing Intercreditor Agreement will on substantially the same terms as the Intercreditor Agreement (or terms not impose any personal obligations on materially less favorable to the Trustee or Holders), including containing substantially the Collateral Agent or adversely affect the rights, duties, liabilities or immunities same terms with respect to release of Guarantees and priority and release of the Trustee or the Collateral Agent under the Indenture or any Intercreditor Agreement. (B) At the written direction of the Issuer and without the consent of the Holders, the Trustee and the Collateral Agent, to the extent authorized and permitted under the applicable Intercreditor Agreement, shall upon the written direction of the Issuer from time to time enter into one or more Additional Intercreditor Agreements or amendments or supplements of the Intercreditor Agreement(s) to: (1) cure any ambiguity, omission, defect or inconsistency therein; (2) increase the amount of Indebtedness permitted to be incurred or issued under this Indenture of the types covered thereby that may be incurred by the Issuer or any other Note Party that is subject thereto (including the addition of provisions relating to new Indebtedness); (3) add Subsidiary Guarantors thereto; (4) further secure the Notes (including any Additional Notes); (5) allow any successor Trustee and/or Collateral Agent to accede as a party thereto; or (6) make any other such change thereto that does not adversely affect the rights of holders of the Notes in any material respectSecurity Interest; provided that such Additional Intercreditor Agreement will not impose any personal obligations on the Trustee or Security Agent or, in the Collateral Agent opinion of the Trustee or Security Agent, as applicable, adversely affect the rights, duties, liabilities or immunities of the Trustee or the Collateral Security Agent under the this Indenture or the Intercreditor AgreementsAgreement. (Cb) In executing any execution At the direction of the Additional Intercreditor Agreement or Issuer and without the amendments or supplements consent of an Intercreditor Agreement in accordance with this Section 14.02Holders, the Trustee and the Collateral AgentSecurity Agent shall from time to time enter into one or more amendments to the Intercreditor Agreement or any Additional Intercreditor Agreement to: (1) cure any ambiguity, as omission, defect or inconsistency of any such agreement, (2) increase the case amount or types of Indebtedness covered by any such agreement that may be, will be entitled to receive, and (Incurred by the Issuer or any Restricted Subsidiary that is subject to Sections 10.01 any such agreement (including, with respect to the Intercreditor Agreement or any Additional Intercreditor Agreement, the addition of provisions relating to new Indebtedness ranking junior in right of payment to the Notes), (3) add Restricted Subsidiaries to the Intercreditor Agreement or any Additional Intercreditor Agreement, (4) further secure the Notes (including Additional Notes), (5) make provision for equal and 10ratable pledges of the Collateral to secure Additional Notes, (6) implement any Permitted Collateral Liens,

Additional Intercreditor Agreements. (Aa) At the request of the IssuerBorrower, at in connection with the time of, Incurrence by the Borrower or prior to, the incurrence a Restricted Subsidiary of any Indebtedness that is expressly permitted under this Indenture to share the Collateral or that is otherwise permitted pursuant to be incurred under this Indenturethe definition of Permitted Collateral Liens, the IssuerBorrower, the relevant Subsidiary GuarantorsParent Guarantor or a Restricted Subsidiary, the Trustee Administrative Agent and the Collateral Agent will (without the consent of Holders), to the extent authorized and permitted under the then-existing applicable Intercreditor Agreement(s), shall enter into such amendments, supplements or agreements as necessary to add with the obligees holders of such Indebtedness and/or any representative(s(or their duly authorized representatives) thereof as party to the applicable Intercreditor Agreement(s), or an additional intercreditor agreement (each such agreement, an “Additional Intercreditor Agreement”) or a restatement, amendment or other modification of the existing Intercreditor Agreement on substantially the same terms as any Intercreditor Agreement (or, as determined in good faith by the Borrower, terms not materially less favorable to the Lenders); provided , including containing substantially the same terms with respect to release of Loan Guarantees and priority and release of the Liens over Collateral (or, as determined in good faith by the Borrower, terms not materially less favorable to the Lenders, it being understood that such amendmentsrestatement, supplements, agreements amendment or such Additional Intercreditor Agreement other modification to provide for subordinated security interests will be deemed not impose any personal obligations on the Trustee or the Collateral Agent or adversely affect the rights, duties, liabilities or immunities of the Trustee or the Collateral Agent under the Indenture or any Intercreditor Agreement. (B) At the written direction of the Issuer and without the consent of the Holders, the Trustee and the Collateral Agent, to be materially less favorable to the extent authorized and permitted under the applicable Intercreditor Agreement, shall upon the written direction of the Issuer from time to time enter into one or more Additional Intercreditor Agreements or amendments or supplements of the Intercreditor Agreement(s) to: (1) cure any ambiguity, omission, defect or inconsistency therein; (2) increase the amount of Indebtedness permitted to be incurred or issued under this Indenture of the types covered thereby that may be incurred by the Issuer or any other Note Party that is subject thereto (including the addition of provisions relating to new IndebtednessLenders); (3) add Subsidiary Guarantors thereto; (4) further secure the Notes (including any Additional Notes); (5) allow any successor Trustee and/or Collateral Agent to accede as a party thereto; or (6) make any other such change thereto that does not adversely affect the rights of holders of the Notes in any material respect; provided that such Additional Intercreditor Agreement will not impose any personal obligations on the Trustee Administrative Agent or the Collateral Agent or, in the opinion of the Administrative Agent or Collateral Agent, as applicable, adversely affect the rights, duties, liabilities or immunities of the Trustee Administrative Agent or Collateral Agent under this Agreement or any Intercreditor Agreement. For the avoidance of doubt, subject to the first sentence of this Section 4.12(a) and Section 4.12(b), any such Additional Intercreditor Agreement may provide for pari passu or subordinated security interests in respect of any such Indebtedness (to the extent such Indebtedness is permitted to share the Collateral pursuant to Section 4.06). (b) At the written direction of the Borrower and without the consent of Secured Parties, the Administrative Agent and the Collateral Agent under the Indenture shall from time to time enter into one or the more amendments to any Intercreditor Agreements. (C) In executing any execution of the Agreement or Additional Intercreditor Agreement to: (1) cure any ambiguity, omission, defect or inconsistency of any such agreement, (2) increase the amendments amount or supplements types of Indebtedness covered by any such agreement that may be Incurred by the Borrower or a Guarantor that is subject to any such agreement (including with respect to any Intercreditor Agreement or Additional Intercreditor Agreement, the addition of provisions relating to new Indebtedness ranking junior in right of payment to the Obligations), (3) add Restricted Subsidiaries to any Intercreditor Agreement or an Additional Intercreditor Agreement, (4) further secure the Obligations, (5) make provision for equal and ratable pledges of the Collateral to secure any Incremental Loans, (6) implement any Permitted Liens, (7) amend any Intercreditor Agreement or any Additional Intercreditor Agreement in accordance with the terms thereof; (8) make any change reasonably necessary, in the good faith determination of the Borrower in order to implement any transaction that is subject to Article V of this Section 14.02Annex I; or (9) implement any transaction in connection with the renewal extension, refinancing, replacement or increase of the Indebtedness that is not prohibited by this Agreement or make any other change to any such agreement that does not adversely affect the Lenders in any material respect; provided that no such changes shall be permitted to the extent they affect the ranking of any Obligation or Loan Guarantee, enforcement of Liens over the Collateral, the Trustee application of proceeds from the enforcement of Collateral or the release of any Loan Guarantees or Lien over Collateral in a manner than would, in the good faith determination of the Borrower, adversely affect the rights of the Lenders in any material respect except as otherwise permitted by this Agreement, the Security Documents, any Intercreditor Agreement or any Additional Intercreditor Agreement immediately prior to such change. The Borrower shall not otherwise direct the Administrative Agent or the Collateral Agent to enter into any amendment to any Intercreditor Agreement without the consent of the Required Lenders, except as otherwise permitted under Section 9.08 of this Agreement, and the Borrower may only direct the Administrative Agent and the Collateral Agent to enter into any amendment to the extent such amendment does not impose any personal obligations on the Administrative Agent or Collateral Agent or, in the opinion of the Administrative Agent or Collateral Agent, as adversely affect their respective rights, duties, liabilities or immunities under this Agreement, any Intercreditor Agreement or any Additional Intercreditor Agreement. (c) In relation to any Intercreditor Agreement or Additional Intercreditor Agreement, at the case may berequest of the Borrower, will the Administrative Agent (and Collateral Agent, if applicable) shall consent on behalf of the Lenders to the payment, repayment, purchase, repurchase, defeasance, acquisition, retirement or redemption of any obligations subordinated to the Loans thereby; provided, however, that such transaction would comply with Section 4.05 hereof. (d) Each Lender shall be entitled deemed to receivehave agreed to and accepted the terms and conditions of any Intercreditor Agreement or any Additional Intercreditor Agreement (whether then entered into or entered into in the future pursuant to the provisions described herein), and (subject to Sections 10.01 have directed the Administrative Agent and 10the Collateral Agent to enter into any Intercreditor Agreement and any such Additional Intercreditor Agreement.

Additional Intercreditor Agreements. (Aa) At the request of the IssuerCompany, at in connection with the time Incurrence by the Company of, : (i) any Debt secured on Charged Property or prior toas otherwise required or not prohibited herein; and (ii) any Refinancing Debt in respect of Debt referred to in sub-paragraph (i) above, the incurrence of any Indebtedness that is expressly permitted under this Indenture to share the Collateral or that is otherwise permitted to be incurred under this IndentureCompany, the Issuer, the relevant Subsidiary Guarantors, the Trustee Agent and the Collateral Security Agent will (without the consent of Holders), to the extent authorized and permitted under the then-existing applicable Intercreditor Agreement(s), shall enter into such amendments, supplements or agreements as necessary to add with the obligees holders of such Indebtedness and/or any representative(sDebt (or their duly authorized representatives) thereof as party to the applicable Intercreditor Agreement(s), or an additional intercreditor agreement (each such agreement, an “"Additional Intercreditor Agreement”") or a restatement, amendment or other modification of the existing Intercreditor Agreement on substantially the same terms as the Intercreditor Agreement (or terms not materially less favorable to the Lenders (taken as a whole); ), including substantially the same terms with respect to release of Guarantees and priority and release of the Security Interests, provided that such amendments, supplements, agreements or that: (A) such Additional Intercreditor Agreement will not impose any personal obligations on the Trustee Agent or the Collateral Security Agent or, in the reasonable opinion of the Agent or the Security Agent, as applicable, adversely affect the rights, duties, liabilities or immunities of the Trustee Agent or the Collateral Security Agent under this Agreement, any Additional Intercreditor Agreement or the Indenture or any Intercreditor Agreement.; and 215 Project Meria: Senior Facilties Agreement (B) if more than one such intercreditor agreement is outstanding at any time, the correlative terms of such intercreditor agreements must not conflict. (b) At the written direction of the Issuer Company and without the consent of the HoldersLenders, the Trustee Agent and the Collateral Agent, to the extent authorized and permitted under the applicable Intercreditor Agreement, Security Agent shall upon the written direction of the Issuer from time to time enter into one or more amendments to the Intercreditor Agreement or any Additional Intercreditor Agreements or amendments or supplements of the Intercreditor Agreement(s) Agreement to: : (1i) cure any ambiguity, omission, defect defect, manifest error or inconsistency therein; of any such agreement; (2ii) increase the amount or types of Indebtedness permitted to be incurred or issued under this Indenture of the types Debt covered thereby by any such agreement that may be incurred Incurred by the Issuer or any other Note Party Company that is subject thereto to any such agreement (including with respect to any Intercreditor Agreement or Additional Intercreditor Agreement, the addition of provisions relating to new IndebtednessDebt ranking junior in right of payment to the Facility); ; (3iii) add Subsidiary Guarantors thereto; [Reserved]; (4iv) further secure the Notes Facilities; (including v) [Reserved]; (vi) to facilitate a Permitted Tax Restructuring, a Permitted Reorganization or the Transaction; (vii) implement any Permitted Collateral Liens; (viii) amend the Intercreditor Agreement or any Additional Notes)Intercreditor Agreement in accordance with the terms thereof; or (5) allow any successor Trustee and/or Collateral Agent to accede as a party thereto; or (6ix) make any other change to any such change thereto agreement that does not adversely affect the rights of holders of the Notes Lenders (taken as a whole) in any material respect; provided , making all necessary provisions to ensure that such the Facilities are secured by first-ranking Liens over the Charged Property. (c) The Company shall not otherwise direct the Agent or the Security Agent to enter into any amendment to any Intercreditor Agreement or Additional Intercreditor Agreement, other than: (i) in accordance with paragraph (b) above; (ii) with the consent of the requisite majority of Lenders except as otherwise permitted pursuant to Clause 36 (Amendments and Waivers); or (iii) or as otherwise permitted by such Intercreditor Agreement will or Additional Intercreditor Agreement, and the Company may only direct the Agent and the Security Agent to enter into any amendment to the extent such amendment does not impose any personal obligations on the Trustee Agent or the Collateral Security Agent or, in the reasonable opinion of the Agent or the Security Agent, adversely affect the their respective rights, duties, liabilities or immunities of the Trustee or the Collateral Agent under the Indenture this Agreement or the Intercreditor AgreementsAgreement or any Additional Intercreditor Agreement. (Cd) In executing relation to any execution of the Additional Intercreditor Agreement or Additional Intercreditor Agreement, the amendments Agent (and Security Agent, if applicable) shall consent on behalf of the requisite majority of Lenders to the payment, repayment, purchase, repurchase, defeasance, acquisition, retirement or supplements redemption of an any obligations subordinated to the Facilities thereby, provided that such transaction would comply with the covenant described under Section 2 (Limitation on Restricted Payments). 216 Project Meria: Senior Facilties Agreement (e) Each Finance Party shall be deemed to have agreed to and accepted the terms and conditions of the Intercreditor Agreement or any Additional Intercreditor Agreement, (whether then entered into or entered into in accordance with this Section 14.02, the Trustee future pursuant to the provisions described herein) and to have directed the Agent and the Collateral Agent, as the case may be, will be entitled Security Agent to receive, and (subject to Sections 10.01 and 10enter into any such Additional Intercreditor Agreement.

Additional Intercreditor Agreements. (Aa) At the request of the Issuer, at the time of, or prior to, the incurrence of any Indebtedness that is expressly permitted under this Indenture to share the Collateral or that is otherwise permitted to be incurred under this Indenture, the Issuer, the relevant Subsidiary Guarantors, the Trustee and the Collateral Agent will (without the consent of Holders), to the extent authorized and permitted under the then-existing applicable Intercreditor Agreement(s), enter into such amendments, supplements or agreements as necessary to add the obligees of such Indebtedness and/or any representative(s) thereof as party to the applicable Intercreditor Agreement(s), or an additional intercreditor agreement (each such agreement, an “Additional Intercreditor Agreement”); provided that such amendments, supplements, agreements or such Additional Intercreditor Agreement will not impose any personal obligations on the Trustee or the Collateral Agent or adversely affect the rights, duties, liabilities or immunities of the Trustee or the Collateral Agent under the Indenture or any Intercreditor Agreement. (B) At the written direction of the Issuer Parent Guarantor and without the consent of the Holders, in connection with the Incurrence by the Parent Guarantor or its Restricted Subsidiaries of any Permitted Debt, the Parent Guarantor, the relevant Restricted Subsidiaries and the Trustee and shall enter into with the Collateral AgentHolders (or their duly authorized representatives) an intercreditor agreement (an “Additional Intercreditor Agreement”) or a restatement, to amendment or other modification of the extent authorized and permitted under the applicable existing Intercreditor Agreement, shall upon in each case on substantially the written direction of the Issuer from time to time enter into one or more Additional Intercreditor Agreements or amendments or supplements of same terms as the Intercreditor Agreement(s) to: (1) cure any ambiguity, omission, defect Agreement or inconsistency therein; (2) increase terms not violating the amount terms of Indebtedness permitted to be incurred or issued under this Indenture of the types (for such matters covered thereby that may be incurred by the Issuer this Indenture) or any other Note Party that is subject thereto (including the addition of provisions relating to new Indebtedness); (3) add Subsidiary Guarantors thereto; (4) further secure the Notes (including any Additional Notes); (5) allow any successor Trustee and/or Collateral Agent to accede as a party thereto; or (6) make any other such change thereto that does terms not affecting adversely affect the rights of the holders of the Notes in any material respectrespects (for such matters not covered by this Indenture), including containing substantially the same terms with respect to release of Guarantees and priority and release of the Security Interests; provided that such Additional Intercreditor Agreement will not impose any personal obligations on the Trustee or or, in the Collateral Agent or opinion of the Trustee, adversely affect the rights, duties, liabilities or immunities of the Trustee or the Collateral Agent under the this Indenture or the Intercreditor AgreementsAgreement. (Cb) In executing any execution At the request and direction of the Additional Parent Guarantor and without the consent of the Holders, the Trustee shall from time to time enter into one or more amendments to any Intercreditor Agreement to: (i) cure any ambiguity, omission, defect or inconsistency of any such agreement, (ii) increase the amount or types of Debt covered by any such agreement that may be Incurred by an Issuer or a Guarantor that is subject to any such agreement (including with respect to any Intercreditor Agreement or Additional Intercreditor Agreement, the amendments addition of provisions relating to new Debt ranking junior in right of payment to the Notes), (iii) add Restricted Subsidiaries to the Intercreditor Agreement or supplements of an Additional Intercreditor Agreement, (iv) amend the Intercreditor Agreement or any Additional Intercreditor Agreement in accordance with the terms thereof or (v) make any other change to any such agreement that does not violate the terms of this Section 14.02Indenture. The Parent Guarantor shall not otherwise direct the Trustee to enter into any amendment to any Intercreditor Agreement without the consent of the Holders of the majority in aggregate principal amount of the Notes then outstanding, except as otherwise permitted under Article Nine, and the Parent Guarantor may only direct the Trustee to enter into any amendment to the extent such amendment does not impose any personal obligations on the Trustee or, in the opinion of the Trustee, adversely affect their respective rights, duties, liabilities or immunities under this Indenture, the Intercreditor Agreement or any Additional Intercreditor Agreement. (c) In relation to any Intercreditor Agreement or Additional Intercreditor Agreement, the Trustee shall consent on behalf of the Holders to the payment, repayment, purchase, repurchase, defeasance, acquisition, retirement or redemption of any obligations subordinated to the Notes thereby; provided, however, that such transaction would comply with Section 4.08. (d) Each Holder, by accepting a Note, shall be deemed to have agreed to and accepted the Collateral terms and conditions of the Intercreditor Agreement or any Additional Intercreditor Agreement (whether then entered into or entered into in the future pursuant to the provisions of this Section 4.13) and to have directed the Trustee to enter into any such Additional Intercreditor Agreement. The Issuers shall make a copy of the Intercreditor Agreement or any Additional Intercreditor Agreement available for inspection by Holders during normal business hours on any Business Day upon prior written request at the offices of the Listing Agent, as the case may be, will be entitled to receive, and (subject to Sections 10.01 and 10.

Additional Intercreditor Agreements. (A) At the request of the IssuerParent, at in connection with the time ofincurrence by the Parent or its Restricted Subsidiaries of any (x) Indebtedness permitted pursuant to paragraph 8.1 or paragraphs 8.2 (1), (2), (3), (4) (other than with respect to Capital Lease Obligations), (5), (6), (8), (9), (10), (11), (14), (16) or prior to(21) and (y) any Permitted Refinancing Indebtedness in respect of Indebtedness referred to in the foregoing clause (x), the incurrence of any Indebtedness that is expressly permitted under this Indenture to share the Collateral or that is otherwise permitted to be incurred under this Indenture, the IssuerParent, the relevant Subsidiary GuarantorsRestricted Subsidiaries, the Trustee Facility Agent and the Collateral Security Agent will (without the consent of Holders), to the extent authorized and permitted under the then-existing applicable Intercreditor Agreement(s), shall enter into such amendments, supplements or agreements as necessary to add with the obligees holders of such Indebtedness and/or any representative(s(or their duly authorized representatives) thereof as party to the applicable Intercreditor Agreement(s), or an additional intercreditor agreement (each such agreement, an “Additional Intercreditor Agreement”); provided that such amendments) or a restatement, supplements, agreements amendment or such Additional other modification of the existing Intercreditor Agreement will on substantially the same terms as the Intercreditor Agreement (or terms not impose any personal obligations on materially less favorable to the Trustee or Finance Parties), including containing substantially the Collateral Agent or adversely affect the rights, duties, liabilities or immunities same terms with respect to release of guarantees and priority and release of the Trustee or the Collateral Agent Security Interests under the Indenture or any Intercreditor Agreement. (B) At the written direction of the Issuer and without the consent of the Holders, the Trustee and the Collateral Agent, to the extent authorized and permitted under the applicable Intercreditor Agreement, shall upon the written direction of the Issuer from time to time enter into one or more Additional Intercreditor Agreements or amendments or supplements of the Intercreditor Agreement(s) to: (1) cure any ambiguity, omission, defect or inconsistency therein; (2) increase the amount of Indebtedness permitted to be incurred or issued under this Indenture of the types covered thereby that may be incurred by the Issuer or any other Note Party that is subject thereto (including the addition of provisions relating to new Indebtedness); (3) add Subsidiary Guarantors thereto; (4) further secure the Notes (including any Additional Notes); (5) allow any successor Trustee and/or Collateral Agent to accede as a party thereto; or (6) make any other such change thereto that does not adversely affect the rights of holders of the Notes in any material respectSecurity Documents; provided that such Additional Intercreditor Agreement will not impose any personal obligations on the Trustee or the Collateral Facility Agent or Security Agent or, in the opinion of the Facility Agent or Security Agent, as applicable, adversely affect the rights, duties, liabilities or immunities of the Trustee Facility Agent or the Collateral Security Agent under the Indenture Intercreditor Agreement. To the extent required under any Intercreditor Agreement or Additional Intercreditor Agreement, the Intercreditor Agreements. Facility Agent (Cand Security Agent, if applicable) shall consent on behalf of the Finance Parties to the payment, repayment, purchase, repurchase, defeasance, acquisition, retirement or redemption of any obligations subordinated to the Finance Documents thereby; provided, however, that such transaction would comply with paragraph 9. In executing connection with providing any execution such consent, the Facility Agent and the Security Agent shall be entitled to receive and may conclusively rely upon, an Officer’s Certificate and an Opinion of Counsel each stating that all conditions precedent provided in the Additional Intercreditor Agreement or the amendments or supplements of an Intercreditor Agreement in accordance with this Section 14.02, the Trustee (if applicable) and the Collateral Agent, as the case may be, will be entitled Finance Documents relating to receive, and (subject to Sections 10.01 and 10such consent have been complied with.

Additional Intercreditor Agreements. (Aa) At the request of the Issuer, at and without the time ofconsent of Holders, in connection with the Incurrence by the Issuer or prior to, the incurrence a Restricted Subsidiary of any Indebtedness that is expressly permitted under this Indenture to share the Notes Collateral or that is otherwise permitted pursuant to be incurred under this IndentureSection 4.06, the Issuer, the relevant Subsidiary GuarantorsParent Guarantor or a Restricted Subsidiary, the Trustee and the Notes Collateral Agent will (without the consent of Holders), to the extent authorized and permitted under the then-existing applicable Intercreditor Agreement(s), shall enter into such amendments, supplements or agreements as necessary to add with the obligees holders of such Indebtedness and/or any representative(s(or their duly authorized Representatives) thereof as party to the applicable Intercreditor Agreement(s), or an additional intercreditor agreement (each such agreement, an “Additional Intercreditor Agreement”); provided that such amendments) or a restatement, supplements, agreements amendment or such Additional other modification of the existing Intercreditor Agreement will on substantially the same terms as the Intercreditor Agreement (or, as determined in good faith the Issuer, terms not impose any personal obligations on materially less favorable to the Trustee or Holders), including containing substantially the Collateral Agent or adversely affect the rights, duties, liabilities or immunities same terms with respect to release of Note Guarantees and priority and release of the Trustee or Liens over the Notes Collateral Agent under (or, as determined in good faith by the Indenture or any Intercreditor Agreement. (B) At the written direction of the Issuer and without the consent of Issuer, terms not materially less favorable to the Holders, the Trustee and the Collateral Agentit being understood that such restatement, amendment or other modification to provide for subordinated security interests will be deemed not to be materially less favorable to the extent authorized and permitted under the applicable Intercreditor Agreement, shall upon the written direction of the Issuer from time to time enter into one or more Additional Intercreditor Agreements or amendments or supplements of the Intercreditor Agreement(s) to: (1) cure any ambiguity, omission, defect or inconsistency therein; (2) increase the amount of Indebtedness permitted to be incurred or issued under this Indenture of the types covered thereby that may be incurred by the Issuer or any other Note Party that is subject thereto (including the addition of provisions relating to new IndebtednessHolders); (3) add Subsidiary Guarantors thereto; (4) further secure the Notes (including any Additional Notes); (5) allow any successor Trustee and/or Collateral Agent to accede as a party thereto; or (6) make any other such change thereto that does not adversely affect the rights of holders of the Notes in any material respect; provided that such Additional Intercreditor Agreement will not impose any personal obligations on the Trustee or the Notes Collateral Agent or, in the opinion of the Trustee or Notes Collateral Agent, as applicable, adversely affect the rights, duties, liabilities or immunities of the Trustee or the Notes Collateral Agent under the this Indenture or the Intercreditor AgreementsAgreement. Subject to this Section 4.17(a) and to Section 4.17(b), any such Additional Intercreditor Agreement may provide for pari passu or subordinated security interests in respect of any such Indebtedness (to the extent such Indebtedness is permitted to share the Notes Collateral pursuant to Section 4.06). (Cb) In executing any execution At the written direction of the Issuer and without the consent of Holders, the Trustee and the Notes Collateral Agent shall from time to time enter into one or more amendments to any Intercreditor Agreement or Additional Intercreditor Agreement to: (1) cure any ambiguity, omission, defect or inconsistency of any such agreement, (2) increase the amendments amount or supplements types of Indebtedness covered by any such agreement that may be Incurred by the Issuer or a Guarantor that is subject to any such agreement (including with respect to any Intercreditor Agreement or Additional Intercreditor Agreement, the addition of provisions relating to new Indebtedness ranking junior in right of payment to the Notes), (3) add Restricted Subsidiaries to the Intercreditor Agreement or an Additional Intercreditor Agreement, (4) further secure the Notes (including Additional Notes), (5) make provision for equal and ratable pledges of the Notes Collateral to secure Additional Notes, (6) implement any Liens permitted by Section 4.06, (7) amend the Intercreditor Agreement or any Additional Intercreditor Agreement in accordance with the terms thereof; (8) make any change reasonably necessary or desirable in the good faith determination of the Issuer in order to implement any transaction that is subject to Article 5; or (9) implement any transaction in connection with the renewal extension, refinancing, replacement or increase of Indebtedness that is not prohibited by this Section 14.02Indenture or make any other change to any such agreement that does not, in the good faith determination of the Issuer, adversely affect the Holders in any material respect; provided that no such changes shall be permitted to the extent they affect the ranking of any Note or Note Guarantee, enforcement of Liens over the Notes Collateral, the application of proceeds from the enforcement of Notes Collateral or the release of any Note Guarantees or Lien over the Notes Collateral in a manner than would, in the good faith determination of the Issuer, adversely affect the rights of the holders of the Notes in any material respect except as otherwise permitted by this Indenture, the Intercreditor Agreement or any Additional Intercreditor Agreement immediately prior to such change. The Issuer shall not otherwise direct the Trustee or the Notes Collateral Agent to enter into any amendment to any Intercreditor Agreement without the consent of the Holders of the majority in aggregate principal amount of the Notes then outstanding, except as otherwise permitted in Article 9, and the Issuer may only direct the Trustee and the Notes Collateral Agent to enter into any amendment to the extent such amendment does not impose any personal obligations on the Trustee or Notes Collateral Agent or, in the opinion of the Trustee or Notes Collateral Agent, as adversely affect their respective rights, duties, liabilities or immunities under this Indenture or the case may beIntercreditor Agreement or any Additional Intercreditor Agreement. (c) In relation to any Intercreditor Agreement or Additional Intercreditor Agreement, will at the request of the Issuer, the Trustee (and Notes Collateral Agent, if applicable) shall consent on behalf of the Holders to the payment, repayment, purchase, repurchase, defeasance, acquisition, retirement or redemption of any obligations subordinated to the Notes thereby; provided, however, that such transaction would comply with Section 4.05. (d) Each Holder, by accepting a Note, shall be entitled deemed to receivehave agreed to and accepted the terms and conditions of the Intercreditor Agreement or any Additional Intercreditor Agreement (whether then entered into or entered into in the future pursuant to this Section 4.17), and (subject to Sections 10.01 have directed the Trustee and 10the Notes Collateral Agent to enter into any such Additional Intercreditor Agreement.

Additional Intercreditor Agreements. (Aa) At the request of the Issuer, at the time of, or prior to, the incurrence of any Indebtedness that is expressly permitted under this Indenture to share the Collateral or that is otherwise permitted to be incurred under this Indenture, the Issuer, the relevant Subsidiary Guarantors, the Trustee and the Collateral Agent will (without the consent of Holders), to the extent authorized and permitted under the then-existing applicable Intercreditor Agreement(s), enter into such amendments, supplements or agreements as necessary to add the obligees of such Indebtedness and/or any representative(s) thereof as party to the applicable Intercreditor Agreement(s), or an additional intercreditor agreement (each such agreement, an “Additional Intercreditor Agreement”); provided that such amendments, supplements, agreements or such Additional Intercreditor Agreement will not impose any personal obligations on the Trustee or the Collateral Agent or adversely affect the rights, duties, liabilities or immunities of the Trustee or the Collateral Agent under the Indenture or any Intercreditor Agreement. (B) At the written direction of the Issuer and without the consent of the HoldersHolders of Notes, in connection with the incurrence by the Issuer or the Guarantors of indebtedness permitted under this Indenture, the Issuer, the Guarantors, the Trustee and the Collateral AgentSecurity Agent shall enter into with the holders of such indebtedness (or their duly authorized representatives) an intercreditor agreement (an "Additional Intercreditor Agreement") or a restatement, to amendment or other modification of the extent authorized and permitted under the applicable Intercreditor Agreement, shall upon in each case on substantially the written direction same terms as the Intercreditor Agreement (or terms not materially less favorable to the Holders of Notes), including containing substantially the same terms with respect to release of Guarantees and priority and release of the Issuer from time to time enter into one or more Additional Intercreditor Agreements or amendments or supplements of the Intercreditor Agreement(s) to: (1) cure any ambiguitySecurity Interests; provided, omissionhowever, defect or inconsistency therein; (2) increase the amount of Indebtedness permitted to be incurred or issued under this Indenture of the types covered thereby that may be incurred by the Issuer or any other Note Party that is subject thereto (including the addition of provisions relating to new Indebtedness); (3) add Subsidiary Guarantors thereto; (4) further secure the Notes (including any Additional Notes); (5) allow any successor Trustee and/or Collateral Agent to accede as a party thereto; or (6) make any other such change thereto that does not adversely affect the rights of holders of the Notes in any material respect; provided that such Additional Intercreditor Agreement will not impose any personal obligations on the Trustee or Security Agent or, in the Collateral Agent opinion of the Trustee or Security Agent, as applicable, adversely affect the rights, duties, liabilities or immunities of the Trustee or the Collateral Security Agent under the this Indenture or the Intercreditor AgreementsAgreement. (Cb) In executing any execution At the written direction of the Additional Issuer and without the consent of the Holders of Notes, the Trustee and the Security Agent shall from time to time enter into one or more amendments to any Intercreditor Agreement to: (1) cure any ambiguity, omission, defect or inconsistency of any such agreement, (2) increase the amount or types of indebtedness covered by any such agreement that may be incurred by the Issuer or a Guarantor that is subject to any such agreement (including with respect to any Intercreditor Agreement or Additional Intercreditor Agreement, the amendments addition of provisions relating to new indebtedness ranking junior or supplements pari passu in right of payment to the Notes), (3) add Guarantors to the Intercreditor Agreement or an Additional Intercreditor Agreement, (4) further secure the Notes, (5) make provision for equal and ratable security interests in the Collateral to secure Additional Notes, (6) implement any Permitted Liens (including junior liens, pari passu liens and liens benefiting from priority rights of turnover with respect to proceeds from enforcement), (7) amend the Intercreditor Agreement or any Additional Intercreditor Agreement in accordance with the terms thereof or (8) make any other change to any such agreement that does not adversely affect the Holders of Notes in any material respect. The Issuer shall not otherwise direct the Trustee or the Security Agent to enter into any amendment to the Intercreditor Agreement or any Additional Intercreditor Agreement without the consent of the Holders of the majority in aggregate principal amount of the Notes then outstanding, except as otherwise permitted under Article 9 of this Section 14.02, Indenture and as permitted under the Intercreditor Agreement or any Additional Intercreditor Agreement and the Issuer may only direct the Trustee and the Collateral Security Agent to enter into any amendment to the extent such amendment does not impose any personal obligations on the Trustee or Security Agent or, in the opinion of the Trustee or Security Agent, adversely affect their respective rights, duties, liabilities or immunities under this Indenture or the Intercreditor Agreement or any Additional Intercreditor Agreement. (c) In relation to the Intercreditor Agreement or any Additional Intercreditor Agreement, the Trustee (and Security Agent, if applicable) shall consent on behalf of the Holders of Notes to the payment, repayment, purchase, repurchase, defeasance, acquisition, retirement or redemption of any obligations subordinated to the Notes or the Guarantees thereby. (d) Each Holder of Notes, by accepting a Note, shall be deemed to have agreed to and accepted the terms and conditions of the Intercreditor Agreement and any Additional Intercreditor Agreement (whether then entered into or entered into in the future pursuant to the provisions described herein) and to have directed the Trustee or Security Agent, as applicable, to enter into (or accede to) the case may be, will be entitled to receive, Intercreditor Agreement and (subject to Sections 10.01 and 10any such Additional Intercreditor Agreement.

Additional Intercreditor Agreements. (Aa) At the request of the The Issuer, at the time of, or prior to, the incurrence of any Indebtedness that is expressly permitted under this Indenture to share the Collateral or that is otherwise permitted to be incurred under this Indenture, the Issuer, the relevant Subsidiary Guarantorseach Guarantor, the Trustee and the Collateral Security Agent will are hereby authorized (without any further consent of the holders of the Notes) to enter into any other intercreditor agreement or deed (including a restatement, replacement, amendment, or other modification of the Intercreditor Agreement) in connection with entry into any future Debt with substantially the same terms as the Intercreditor Agreement (the "Additional Intercreditor Agreement"). (b) At the written direction of the Parent Guarantor or the Issuer and without the consent of Holdersthe holders of the Notes, the Trustee or the Security Agent shall from time to time enter into one or more amendments to any Intercreditor Agreement to: (i) cure any ambiguity, omission, defect or inconsistency of any such agreement, (ii) increase the amount or types of Debt covered by any such agreement that may be incurred by the Parent Guarantor or any Restricted Group Member that is subject to any such agreement (provided that such Debt is incurred in compliance with this Indenture), (iii) add Restricted Group Members to the Intercreditor Agreement, (iv) further secure the Notes (including Additional Notes incurred in compliance with this Indenture), (v) make provision for equal and ratable pledges of the Collateral to secure Additional Notes incurred in compliance with this Indenture or to implement any Permitted Collateral Liens, (vi) enter into an Additional Intercreditor Agreement under circumstances provided for therein or (vii) make any other change to any such agreement that does not adversely affect the holders of the Notes in any material respect. The Issuer shall not otherwise direct the Trustee or the Security Agent to enter into any amendment to any Intercreditor Agreement without the consent of the holders of the Notes of a majority in aggregate principal amount of the Notes then outstanding, except as otherwise permitted under Article Nine of this Indenture or as permitted by the terms of such Intercreditor Agreement, and the Issuer may only direct the Trustee or the Security Agent to enter into any amendment to the extent authorized and permitted under the then-existing applicable Intercreditor Agreement(s), enter into such amendments, supplements or agreements as necessary to add the obligees of such Indebtedness and/or any representative(s) thereof as party to the applicable Intercreditor Agreement(s), or an additional intercreditor agreement (each such agreement, an “Additional Intercreditor Agreement”); provided that such amendments, supplements, agreements or such Additional Intercreditor Agreement will amendment does not impose any personal obligations on the Trustee or the Collateral Security Agent or, in the opinion of the Trustee or the Security Agent, adversely affect the rights, duties, liabilities or immunities of the Trustee or the Collateral Security Agent under the Indenture relating to the Notes or any Intercreditor Agreement. In formulating its opinion on such matters, the Trustee shall be entitled to request and rely absolutely on such evidence as it deems appropriate, including an Officer's Certificate from the Issuer and an opinion of counsel. (Bc) At the written direction Each holder of the Issuer a Note, by accepting such Note, shall be deemed to have: (i) appointed and without the consent of the Holders, authorized the Trustee to give effect to such provisions; (ii) authorized the Trustee to become a party to any future intercreditor arrangements described above; (iii) agreed to be bound by such provisions and the Collateral Agent, provisions of any future intercreditor arrangements described above; and (iv) irrevocably appointed the Trustee to the extent authorized and permitted under the applicable Intercreditor Agreement, shall upon the written direction of the Issuer from time act on its behalf to time enter into one or more Additional Intercreditor Agreements or amendments or supplements of the Intercreditor Agreement(s) to: (1) cure any ambiguity, omission, defect or inconsistency therein; (2) increase the amount of Indebtedness permitted to be incurred or issued under this Indenture of the types covered thereby that may be incurred by the Issuer or any other Note Party that is subject thereto (including the addition of and comply with such provisions relating to new Indebtedness); (3) add Subsidiary Guarantors thereto; (4) further secure the Notes (including any Additional Notes); (5) allow any successor Trustee and/or Collateral Agent to accede as a party thereto; or (6) make any other such change thereto that does not adversely affect the rights of holders of the Notes in any material respect; provided that such Additional Intercreditor Agreement will not impose any personal obligations on the Trustee or the Collateral Agent or adversely affect the rights, duties, liabilities or immunities of the Trustee or the Collateral Agent under the Indenture or the Intercreditor Agreements. (C) In executing any execution of the Additional Intercreditor Agreement or the amendments or supplements of an Intercreditor Agreement in accordance with this Section 14.02, the Trustee and the Collateral Agent, as the case may be, will be entitled to receive, and (subject to Sections 10.01 and 10provisions of any future intercreditor arrangements described above.

Additional Intercreditor Agreements. (Aa) At the request of the Issuer, without the consent of Holders, and at the time of, or prior to, the incurrence by the Issuer or a Restricted Subsidiary of any Indebtedness that is expressly is: (1) permitted under this Indenture pursuant to share (x) Section 4.09(a) hereof or clauses (1), (4) (other than with respect to Capital Lease Obligations), (8) and (17) of Section 4.09(b) hereof and (y) any Permitted Refinancing Indebtedness in respect of Indebtedness referred to in the foregoing clause (x); and (2) secured by Collateral or pursuant to a grant of security that is otherwise permitted pursuant to be incurred under this IndentureSection 4.12 hereof, the Issuer, Issuer and the relevant Subsidiary Guarantors, Guarantors may enter into (and request the Trustee and the Collateral Security Agent, and the Trustee and the Security Agent will (without the consent of Holders), to the extent authorized and permitted under the then-existing applicable Intercreditor Agreement(s), shall enter into such amendments, supplements or agreements as necessary to add the obligees of such Indebtedness and/or any representative(sinto) thereof as party to the applicable Intercreditor Agreement(s), or an additional intercreditor agreement (each such agreement, an “Additional Intercreditor Agreement”)) with the holders of such Indebtedness (or their duly authorized representatives) providing for (i) such Indebtedness to be pari passu with the Notes, (ii) the security in respect of such Indebtedness to be equal ranking with the Notes Priority Collateral and (iii) control and voting provisions that require instructions from a majority of the secured lenders acting as a single class where voting is based on outstanding Indebtedness at the time of such vote or instruction. Further, at the request of the Issuer, without the consent of Holders, and at the time of, or prior to, the incurrence by the Issuer or a Restricted Subsidiary of Indebtedness that is: (1) permitted pursuant to clause (1) of Section 4.09(b) hereof; and (2) secured by Collateral pursuant to a grant of security that is permitted pursuant to Section 4.12 hereof, the Issuer and the relevant Guarantors may enter into (and request the Trustee and the Security Agent, and the Trustee and the Security Agent shall enter into) a restatement, amendment, other modification or substantially similar replacement of the North American Intercreditor Agreement providing for such Indebtedness to be secured by the ABL Priority Collateral; provided that such amendments(i) the restated, supplementsamended, agreements modified or such replaced North American Intercreditor Agreement is substantially similar to the existing North American Intercreditor Agreement and (ii) the junior security interest in respect of the ABL Priority Collateral granted for the benefit of the Notes is not otherwise impaired except as permitted under Section 4.20 hereof. (b) At the direction of the Issuer, and without the consent of Holders, the Trustee and the Security Agent shall, from time to time, enter into one or more amendments to the Collateral Trust Deed, the North American Intercreditor Agreement or Additional Intercreditor Agreement will to: (1) to cure defects, resolve ambiguities or reflect changes, in each case, of a minor, technical or administrative nature, (2) increase the amount or types of Indebtedness covered by the Collateral Trust Deed, the North American Intercreditor Agreement or Additional Intercreditor Agreement that may be incurred by the Issuer or a Guarantor that is subject to any such agreement (provided that such amendment is consistent with clause (a) of this Section 4.24), (3) add new Guarantors to the Collateral Trust Deed, the North American Intercreditor Agreement or an Additional Intercreditor Agreement, (4) further secure the Notes, (5) make provision for the security securing Additional Notes or other Indebtedness to rank pari passu with the Collateral or (6) make any other change to the Collateral Trust Deed, the North American Intercreditor Agreement or an Additional Intercreditor Agreement that does not adversely affect the rights of Holders in any material respect. (c) The Issuer shall not otherwise direct the Trustee or the Security Agent to enter into any amendment to the Collateral Trust Deed, the North American Intercreditor Agreement or any Additional Intercreditor Agreement without the consent of the Holders of the majority in aggregate principal amount of the Notes then outstanding, except as otherwise permitted by Article 9 hereof or as described in clause (a) and clause (b) of this Section 4.24, and the Issuer may only direct the Trustee and the Security Agent to enter into any amendment to the extent such amendment does not impose any personal obligations on the Trustee or the Collateral Security Agent or adversely affect the rights, duties, liabilities or immunities of the Trustee or the Collateral Security Agent under this Indenture, the Indenture Security Documents, the Collateral Trust Deed, the North American Intercreditor Agreement or any such Additional Intercreditor Agreement. (Bd) At In relation to the written direction Collateral Trust Deed, the North American Intercreditor Agreement or, to the extent applicable, an Additional Intercreditor Agreement, the Trustee (and the Security Agent, if applicable) shall be deemed to have consented on behalf of the Issuer Holders to any payment, repayment, purchase, repurchase, defeasance, acquisition, retirement or redemption of any obligations subordinated to the Notes thereby, provided that such transaction would comply with Section 4.07 hereof. (e) Each Holder shall be deemed to have agreed to, accepted the terms and without the consent of the Holdersconditions of, and to have directed the Trustee and the Collateral Agent, to the extent authorized and permitted under the applicable Intercreditor Agreement, shall upon the written direction of the Issuer from time to time enter into one or more Additional Intercreditor Agreements or amendments or supplements of the Intercreditor Agreement(s) to: (1) cure any ambiguity, omission, defect or inconsistency therein; (2) increase the amount of Indebtedness permitted to be incurred or issued under this Indenture of the types covered thereby that may be incurred by the Issuer or any other Note Party that is subject thereto (including the addition of provisions relating to new Indebtedness); (3) add Subsidiary Guarantors thereto; (4) further secure the Notes (including any Additional Notes); (5) allow any successor Trustee and/or Collateral Security Agent to accede as a party thereto; or (6) make enter into, the Collateral Trust Deed, the North American Intercreditor Agreement and any other such change thereto that does not adversely affect the rights of holders of the Notes in any material respect; provided that such Additional Intercreditor Agreement will not impose and any personal obligations on amendment, restatement or other modification referred to in clauses (a) through (d) of this Section 4.24 (whether then entered into or entered into in the future pursuant to the provisions described herein). (f) The Trustee or the Collateral Security Agent or adversely affect (as applicable) will not be required to seek the rights, duties, liabilities or immunities consent of the Trustee or the Collateral Agent Holders to perform their obligations under the Indenture or the Intercreditor Agreements. (C) In executing any execution of the Additional Intercreditor Agreement or the amendments or supplements of an Intercreditor Agreement and in accordance with this Section 14.02, the Trustee and the Collateral Agent, as the case may be, will be entitled to receive, and (subject to Sections 10.01 and 104.24.

Additional Intercreditor Agreements. (Aa) At Each party hereto agrees that the request of the Issuer, at the time of, or prior to, the incurrence of any Indebtedness that is expressly permitted under this Indenture to share the Collateral or that is otherwise permitted to be incurred under this Indenture, the Issuer, the relevant Subsidiary Guarantors, the Trustee First Lien Claimholders (as among themselves) and the Collateral Agent will Second Lien Claimholders (without the consent of Holders), to the extent authorized and permitted under the then-existing applicable Intercreditor Agreement(s), as among themselves) may each enter into such amendments, supplements intercreditor agreements (or agreements as necessary to add the obligees of such Indebtedness and/or any representative(ssimilar arrangements) thereof as party to with the applicable Intercreditor Agreement(s), First Lien Collateral Agents or an additional intercreditor agreement (each such agreement, an “Additional Intercreditor Agreement”); provided that such amendments, supplements, agreements or such Additional Intercreditor Agreement will not impose any personal obligations on the Trustee or the Second Lien Collateral Agent or adversely affect the rights, duties, liabilities or immunities of the Trustee or the Collateral Agent under the Indenture or any Intercreditor Agreement. (B) At the written direction of the Issuer and without the consent of the Holders, the Trustee and the Collateral Agent, to the extent authorized and permitted under the applicable Intercreditor Agreement, shall upon the written direction of the Issuer from time to time enter into one or more Additional Intercreditor Agreements or amendments or supplements of the Intercreditor Agreement(s) to: (1) cure any ambiguity, omission, defect or inconsistency therein; (2) increase the amount of Indebtedness permitted to be incurred or issued under this Indenture of the types covered thereby that may be incurred by the Issuer or any other Note Party that is subject thereto (including the addition of provisions relating to new Indebtedness); (3) add Subsidiary Guarantors thereto; (4) further secure the Notes (including any Additional Notes); (5) allow any successor Trustee and/or Collateral Agent to accede as a party thereto; or (6) make any other such change thereto that does not adversely affect the rights of holders of the Notes in any material respect; provided that such Additional Intercreditor Agreement will not impose any personal obligations on the Trustee or the Collateral Agent or adversely affect the rights, duties, liabilities or immunities of the Trustee or the Collateral Agent under the Indenture or the Intercreditor Agreements. (C) In executing any execution of the Additional Intercreditor Agreement or the amendments or supplements of an Intercreditor Agreement in accordance with this Section 14.02, the Trustee and the Collateral AgentAgents, as the case may be, will governing the rights, benefits and privileges as among the First Lien Claimholders in respect of any or all of the First Lien Collateral, this Agreement and the First Lien Collateral Documents or as among the Second Lien Claimholders in respect of any or all of the Second Lien Collateral, this Agreement or the Second Lien Collateral Documents, as the case may be, including as to the application of proceeds of any Collateral, voting rights, control of any Collateral and waivers with respect to any Collateral, in each case so long as the terms thereof do not violate or conflict with the terms of this Agreement or the First Lien Documents or the Second Lien Documents, as applicable. In any event, if a respective intercreditor agreement (or similar arrangement) exists, the provisions thereof shall not be entitled (or be construed to receivebe) an amendment, modification or other change to this Agreement or any other First Lien Document or Second Lien Document, and the provisions of this Agreement and the other First Lien Documents and Second Lien Documents shall remain in full force and effect in accordance with the terms hereof and thereof (subject as such provisions may be amended, modified or otherwise supplemented from time to Sections 10.01 time in accordance with the terms thereof, including to give effect to any intercreditor agreement (or similar arrangement)). (b) In addition, in the event that the Parent Borrower or any of its subsidiaries incurs any obligations in respect of Indebtedness that is permitted by the First Lien Documents and 10the Second Lien Documents to be incurred and secured by a Lien on any Collateral that is pari passu with or junior to the Liens thereon securing any First Lien Obligations and any Second Lien Obligations and such obligations are not designated by the Parent Borrower as Second Lien Obligations, then the First Lien Collateral Agents and/or the Second Lien Collateral Agents shall upon the request of the Parent Borrower enter into a Acceptable Intercreditor Agreement (as defined in the First Lien Credit Agreement and the Second Lien Credit Agreement on the date hereof and/or, in each case, any similar term in any First Lien Document and/or any Second Lien Document, as applicable) or another intercreditor agreement that is reasonably satisfactory to the First Lien Collateral Agents and the Second Lien Collateral Agents with the holders of such other obligations (or their agent, trustee or other representative) to reflect the relative Lien priorities of such parties with respect to the Collateral (or the relevant portion thereof) and governing the relative rights, benefits and privileges as among such parties in respect of such Collateral, including as to application of the proceeds of such Collateral, voting rights, control of such Collateral and waivers with respect to such Collateral, in each case, so long as such secured obligations are not prohibited by, and the terms of such intercreditor agreement do not violate or conflict with, the provisions of this Agreement or any of the First Lien Documents or Second Lien Documents, as the case may be. If any such intercreditor agreement (or similar arrangement) is entered into, the provisions thereof shall not be (or be construed to be) an amendment, modification or other change to this Agreement or any First Lien Documents or Second Lien Documents, and the provisions of this Agreement, the First Lien Documents and the Second Lien Documents shall remain in full force and effect in accordance with the terms hereof and thereof (as such provisions may be amended, modified or otherwise supplemented from time to time in accordance with the respective terms thereof, including to give effect to any intercreditor agreement (or similar arrangement)) and in the event of any conflict between the terms of this Agreement and the terms of such other intercreditor agreement as it related to the First Lien Claimholders on the one hand and the Second Lien Claimholders on the other hand, the provisions of this Agreement shall govern and control.

Additional Intercreditor Agreements. (Aa) At In addition to the provisions of Section 11.1, at the request of the Issuer, at the time of, or prior to, the incurrence Incurrence by the Issuer or any Guarantor of any Indebtedness that is expressly permitted under this Indenture pursuant to share the Collateral or that is otherwise permitted to be incurred under this Indenture, the Issuer, the relevant Subsidiary Guarantors, Guarantors and the Trustee and the Collateral Agent will (without the consent of Holders), to the extent authorized and permitted under the then-existing applicable Intercreditor Agreement(s), shall enter into such amendments, supplements or agreements as necessary to add with the obligees holders of such Indebtedness and/or any representative(s(or their duly authorized representatives) thereof as party to the applicable Intercreditor Agreement(s), or an additional intercreditor agreement (each such agreement, an “Additional Intercreditor Agreement”); provided that such amendments” and, supplements, agreements or such Additional Intercreditor Agreement will not impose any personal obligations on together with the Trustee or the Collateral Agent or adversely affect the rights, duties, liabilities or immunities of the Trustee or the Collateral Agent under the Indenture or any Intercreditor Agreement. (B) At the written direction of the Issuer and without the consent of the Holders, the Trustee and the Collateral Agent, to the extent authorized and permitted under the applicable Existing Intercreditor Agreement, shall upon the written direction of “Intercreditor Agreements”) on substantially the Issuer from time same terms as the Existing Intercreditor Agreement (or terms more favorable to time enter into one or more Additional Intercreditor Agreements or amendments or supplements of the Intercreditor Agreement(s) to: (1) cure any ambiguity, omission, defect or inconsistency therein; (2) increase the amount of Indebtedness permitted to be incurred or issued under this Indenture of the types covered thereby that may be incurred by the Issuer or any other Note Party that is subject thereto (including the addition of provisions relating to new IndebtednessIssuer); (3) add Subsidiary Guarantors thereto; (4) further secure the Notes (including any Additional Notes); (5) allow any successor Trustee and/or Collateral Agent to accede as a party thereto; or (6) make any other such change thereto that does not adversely affect the rights of holders of the Notes in any material respect; provided that such Additional Intercreditor Agreement will not impose any personal obligations on the Trustee or the Collateral Agent or adversely affect the rights, duties, liabilities or immunities of the Trustee under this Indenture or any Intercreditor Agreement. If so requested by the Issuer, the Trustee is authorized to direct the Security Agent to similarly enter into such Additional Intercreditor Agreement. (a) At the request of the Issuer, without the consent of holders of the Notes, and at the time of, or prior to, the Incurrence by the Issuer or a Guarantor of Indebtedness permitted to be Incurred pursuant to Section the preceding paragraph, the Issuer or the Collateral Agent under relevant Guarantor and the Indenture Trustee shall enter into one or more amendments to the Existing Intercreditor Agreement or Additional Intercreditor Agreement to: (i) cure any ambiguity, omission, defect or inconsistency in any of the Intercreditor Agreements. , (Cii) In executing any execution increase the amount of Indebtedness of the Additional types covered by any of the Intercreditor Agreement Agreements that may be incurred by the Issuer or the amendments or supplements of an Intercreditor Agreement in accordance with this Section 14.02, the Trustee and the Collateral Agent, as the case may be, will be entitled to receive, and (a Guarantor that is subject to Sections 10.01 any of the Intercreditor Agreements in a manner not prohibited by this Indenture and 10in a manner substantially consistent with the ranking and other terms of the Existing Intercreditor Agreement, (iii) add Guarantors to any of the Intercreditor Agreements,

Additional Intercreditor Agreements. (Aa) At the request of the Issuer, at the time of, or prior to, the incurrence of any Indebtedness that is expressly permitted under this Indenture to share the Collateral or that is otherwise permitted to be incurred under this Indenture, the Issuer, the relevant Subsidiary Guarantors, the Trustee and the Collateral Agent will (without the consent of Holders), to the extent authorized and permitted under the then-existing applicable Intercreditor Agreement(s), enter into such amendments, supplements or agreements as necessary to add the obligees of such Indebtedness and/or any representative(s) thereof as party to the applicable Intercreditor Agreement(s), or an additional intercreditor agreement (each such agreement, an “Additional Intercreditor Agreement”); provided that such amendments, supplements, agreements or such Additional Intercreditor Agreement will not impose any personal obligations on the Trustee or the Collateral Agent or adversely affect the rights, duties, liabilities or immunities of the Trustee or the Collateral Agent under the Indenture or any Intercreditor Agreement. (B) At the written direction of the Issuer Parent Guarantor and without the consent of the Holders, in connection with the Incurrence by the Parent Guarantor or its Restricted Subsidiaries of any Permitted Debt, the Parent Guarantor, the relevant Restricted Subsidiaries and the Trustee and shall enter into with the Collateral AgentHolders (or their duly authorized representatives) an intercreditor agreement (an “Additional Intercreditor Agreement”) or a restatement, to amendment or other modification of the extent authorized and permitted under the applicable existing Intercreditor Agreement, shall upon in each case on substantially the written direction same terms as the Intercreditor Agreement (or terms not materially less favorable to the Holders), including containing substantially the same terms with respect to release of Guarantees and priority and release of the Issuer from time to time enter into one or more Additional Intercreditor Agreements or amendments or supplements of the Intercreditor Agreement(s) to: (1) cure any ambiguity, omission, defect or inconsistency therein; (2) increase the amount of Indebtedness permitted to be incurred or issued under this Indenture of the types covered thereby that may be incurred by the Issuer or any other Note Party that is subject thereto (including the addition of provisions relating to new Indebtedness); (3) add Subsidiary Guarantors thereto; (4) further secure the Notes (including any Additional Notes); (5) allow any successor Trustee and/or Collateral Agent to accede as a party thereto; or (6) make any other such change thereto that does not adversely affect the rights of holders of the Notes in any material respectSecurity Interests; provided that such Additional Intercreditor Agreement will not impose any personal obligations on the Trustee or or, in the Collateral Agent or opinion of the Trustee, adversely affect the rights, duties, liabilities or immunities of the Trustee or the Collateral Agent under the this Indenture or the Intercreditor AgreementsAgreement. (Cb) In executing any execution At the request and direction of the Additional Parent Guarantor and without the consent of the Holders, the Trustee shall from time to time enter into one or more amendments to any Intercreditor Agreement to: (i) cure any ambiguity, omission, defect or inconsistency of any such agreement, (ii) increase the amount or types of Debt covered by any such agreement that may be Incurred by an Issuer or a Guarantor that is subject to any such agreement (including with respect to any Intercreditor Agreement or Additional Intercreditor Agreement, the amendments addition of provisions relating to new Debt ranking junior in right of payment to the Notes), (iii) add Restricted Subsidiaries to the Intercreditor Agreement or supplements of an Additional Intercreditor Agreement, (iv) amend the Intercreditor Agreement or any Additional Intercreditor Agreement in accordance with the terms thereof or (v) make any other change to any such agreement that does not adversely affect the Holders in any material respect. The Parent Guarantor shall not otherwise direct the Trustee to enter into any amendment to any Intercreditor Agreement without the consent of the Holders of the majority in aggregate principal amount of the Notes then outstanding, except as otherwise permitted below under Article Nine, and the Parent Guarantor may only direct the Trustee to enter into any amendment to the extent such amendment does not impose any personal obligations on the Trustee or, in the opinion of the Trustee, adversely affect their respective rights, duties, liabilities or immunities under this Section 14.02Indenture, the Intercreditor Agreement or any Additional Intercreditor Agreement. (c) In relation to any Intercreditor Agreement or Additional Intercreditor Agreement, the Trustee shall consent on behalf of the Holders to the payment, repayment, purchase, repurchase, defeasance, acquisition, retirement or redemption of any obligations subordinated to the Notes thereby; provided, however, that such transaction would comply with Section 4.08. (d) Each Holder, by accepting a Note, shall be deemed to have agreed to and accepted the Collateral terms and conditions of the Intercreditor Agreement or any Additional Intercreditor Agreement (whether then entered into or entered into in the future pursuant to the provisions described herein) and to have directed the Trustee to enter into any such Additional Intercreditor Agreement. The Issuers shall make a copy of the Intercreditor Agreement or any Additional Intercreditor Agreement available for inspection by Holders during normal business hours on any Business Day upon prior written request at the offices of the Listing Agent, as the case may be, will be entitled to receive, and (subject to Sections 10.01 and 10.

Additional Intercreditor Agreements. (Aa) At the request of the Issuer, at the time of, or prior to, the incurrence of any Indebtedness that is expressly permitted under this Indenture to share the Collateral or that is otherwise permitted to be incurred under this Indenture, the Issuer, the relevant Subsidiary Guarantors, the Trustee and the Collateral Agent will (without the consent of Holders), to the extent authorized and permitted under the then-existing applicable Intercreditor Agreement(s), enter into such amendments, supplements or agreements as necessary to add the obligees of such Indebtedness and/or any representative(s) thereof as party to the applicable Intercreditor Agreement(s), or an additional intercreditor agreement (each such agreement, an “Additional Intercreditor Agreement”); provided that such amendments, supplements, agreements or such Additional Intercreditor Agreement will not impose any personal obligations on the Trustee or the Collateral Agent or adversely affect the rights, duties, liabilities or immunities of the Trustee or the Collateral Agent under the Indenture or any Intercreditor Agreement. (B) At the written direction of the Issuer Parent Guarantor and without the consent of the Holders, in connection with the incurrence by the Parent Guarantor or its Restricted Subsidiaries of any Permitted Debt, the Parent Guarantor, the relevant Restricted Subsidiaries, the Trustee and the Collateral AgentSecurity Agent shall enter into with the Holders (or their duly authorized representatives) an intercreditor agreement (an “Additional Intercreditor Agreement”) or a restatement, to amendment or other modification of the extent authorized and permitted under the applicable existing ​ ​ Intercreditor Agreement, shall upon in each case on substantially the written direction of the Issuer from time to time enter into one or more Additional Intercreditor Agreements or amendments or supplements of same terms as the Intercreditor Agreement(s) to: (1) cure any ambiguity, omission, defect Agreement or inconsistency therein; (2) increase terms not violating the amount terms of Indebtedness permitted to be incurred or issued under this Indenture of the types (for such matters covered thereby that may be incurred by the Issuer this Indenture) or any other Note Party that is subject thereto (including the addition of provisions relating to new Indebtedness); (3) add Subsidiary Guarantors thereto; (4) further secure the Notes (including any Additional Notes); (5) allow any successor Trustee and/or Collateral Agent to accede as a party thereto; or (6) make any other such change thereto that does terms not affecting adversely affect the rights of holders the Holders of the Notes in any material respectrespects (for such matters not covered by this Indenture), including containing substantially the same terms with respect to release of Guarantees and priority and release of the Security Interests; provided that such Additional Intercreditor Agreement will not impose any personal obligations on the Trustee or Security Agent or, in the Collateral Agent opinion of the Trustee or Security Agent, as applicable, adversely affect the rights, duties, liabilities or immunities of the Trustee or the Collateral Security Agent under the this Indenture or the Intercreditor AgreementsAgreement. (Cb) In executing any execution At the request and direction of the Additional Parent Guarantor and without the consent of the Holders, the Trustee and the Security Agent shall from time to time enter into one or more amendments to any Intercreditor Agreement to: (i) cure any ambiguity, omission, defect or inconsistency of any such agreement, (ii) increase the amount or types of Debt covered by any such agreement that may be incurred by an Issuer or a Guarantor that is subject to any such agreement (including with respect to any Intercreditor Agreement or Additional Intercreditor Agreement, the amendments addition of provisions relating to new Debt ranking junior in right of payment to the Notes), (iii) add Restricted Subsidiaries to the Intercreditor Agreement or supplements an Additional Intercreditor Agreement, (iv) further secure the Notes (including Additional Notes), (v) make provision for equal and ratable pledges of an the Collateral to secure Additional Notes, (vi) implement any Permitted Collateral Liens, (vii) amend the Intercreditor Agreement or any Additional Intercreditor Agreement in accordance with the terms thereof or (viii) make any other change to any such agreement that does not violate the terms of this Section 14.02Indenture. The Parent Guarantor shall not otherwise direct the Trustee or the Security Agent to enter into any amendment to any Intercreditor Agreement without the consent of the Holders of the majority in aggregate principal amount of the Notes then outstanding, except as otherwise permitted below under Article Nine, and the Parent Guarantor may only direct the Trustee and the Collateral Security Agent to enter into any amendment to the extent such amendment does not impose any personal obligations on the Trustee or Security Agent or, in the opinion of the Trustee or Security Agent, adversely affect their respective rights, duties, liabilities or immunities under this Indenture or the Intercreditor Agreement or any Additional Intercreditor Agreement. (c) In relation to any Intercreditor Agreement or Additional Intercreditor Agreement, the Trustee (and Security Agent, if applicable) shall consent on behalf of the Holders to the payment, repayment, purchase, repurchase, defeasance, acquisition, retirement or redemption of any obligations subordinated to the Notes thereby; provided, however, that such transaction would comply with Section 4.08. (d) Each Holder, by accepting a Note, shall be deemed to have agreed to and accepted the terms and conditions of the Intercreditor Agreement or any Additional Intercreditor Agreement (whether then entered into or entered into in the future pursuant to the provisions described in this Section 4.13) and to have directed the Trustee or Security Agent, as applicable, to enter into any such Additional Intercreditor Agreement. The Issuers shall make a copy of the case may be, will be entitled to receive, and (subject to Sections 10.01 and 10Intercreditor Agreement or any Additional Intercreditor Agreement available for inspection by Holders during normal business hours on any Business Day upon prior written request at the offices of the Listing Agent.

Additional Intercreditor Agreements. (Aa) At the request of the Issuer, at the time of, or prior to, the incurrence of any Indebtedness that is expressly permitted under this Indenture to share the Collateral or that is otherwise permitted to be incurred under this Indenture, the Issuer, the relevant Subsidiary Guarantors, the Trustee and the Collateral Agent will (without the consent of Holders), to the extent authorized and permitted under the then-existing applicable Intercreditor Agreement(s), enter into such amendments, supplements or agreements as necessary to add the obligees of such Indebtedness and/or any representative(s) thereof as party to the applicable Intercreditor Agreement(s), or an additional intercreditor agreement (each such agreement, an “Additional Intercreditor Agreement”); provided that such amendments, supplements, agreements or such Additional Intercreditor Agreement will not impose any personal obligations on the Trustee or the Collateral Agent or adversely affect the rights, duties, liabilities or immunities of the Trustee or the Collateral Agent under the Indenture or any Intercreditor Agreement. (B) At the written direction of the Issuer and without the consent of the Holdersholders of Notes, in connection with the incurrence by the Issuer or the Guarantors of indebtedness permitted under this Indenture, the Issuer, the Guarantors, the Trustee and the Collateral AgentSecurity Agent shall enter into with the holders of such indebtedness (or their duly authorized representatives) an intercreditor agreement (an “Additional Intercreditor Agreement”) or a restatement, to amendment or other modification of the extent authorized and permitted under the applicable Intercreditor Agreement, shall upon in each case on substantially the written direction same terms as the Intercreditor Agreement (or terms not materially less favorable to the holders of Notes), including containing substantially the same terms with respect to release of Guarantees and priority and release of the Issuer from time to time enter into one or more Additional Intercreditor Agreements or amendments or supplements of the Intercreditor Agreement(s) to: (1) cure any ambiguitySecurity Interests; provided, omissionhowever, defect or inconsistency therein; (2) increase the amount of Indebtedness permitted to be incurred or issued under this Indenture of the types covered thereby that may be incurred by the Issuer or any other Note Party that is subject thereto (including the addition of provisions relating to new Indebtedness); (3) add Subsidiary Guarantors thereto; (4) further secure the Notes (including any Additional Notes); (5) allow any successor Trustee and/or Collateral Agent to accede as a party thereto; or (6) make any other such change thereto that does not adversely affect the rights of holders of the Notes in any material respect; provided that such Additional Intercreditor Agreement will not impose any personal obligations on the Trustee or Security Agent or, in the Collateral Agent opinion of the Trustee or Security Agent, as applicable, adversely affect the rights, duties, liabilities or immunities of the Trustee or the Collateral Security Agent under the this Indenture or the Intercreditor AgreementsAgreement. (Cb) In executing any execution At the written direction of the Additional Issuer and without the consent of the holders of Notes, the Trustee and the Security Agent shall from time to time enter into one or more amendments to any Intercreditor Agreement to: (1) cure any ambiguity, omission, defect or inconsistency of any such agreement, (2) increase the amount or types of indebtedness covered by any such agreement that may be incurred by the Issuer or a Guarantor that is subject to any such agreement (including with respect to any Intercreditor Agreement or Additional Intercreditor Agreement, the amendments addition of provisions relating to new indebtedness ranking junior or supplements pari passu in right of payment to the Notes), (3) add Guarantors to the Intercreditor Agreement or an Additional Intercreditor Agreement, (4) further secure the Notes, (5) make provision for equal and ratable security interests in the Collateral to secure Additional Notes, (6) implement any Permitted Liens (including junior liens, pari passu liens and liens benefiting from priority rights of turnover with respect to proceeds from enforcement), (7) amend the Intercreditor Agreement or any Additional Intercreditor Agreement in accordance with the terms thereof or (8) make any other change to any such agreement that does not adversely affect the holders of Notes in any material respect. The Issuer shall not otherwise direct the Trustee or the Security Agent to enter into any amendment to the Intercreditor Agreement or any Additional Intercreditor Agreement without the consent of the Holders of the majority in aggregate principal amount of the Notes then outstanding, except as otherwise permitted under Article 9 of this Section 14.02, Indenture and as permitted under the Intercreditor Agreement or any Additional Intercreditor Agreement and the Issuer may only direct the Trustee and the Collateral Security Agent to enter into any amendment to the extent such amendment does not impose any personal obligations on the Trustee or Security Agent or, in the opinion of the Trustee or Security Agent, adversely affect their respective rights, duties, liabilities or immunities under this Indenture or the Intercreditor Agreement or any Additional Intercreditor Agreement. (c) In relation to the Intercreditor Agreement or any Additional Intercreditor Agreement, the Trustee shall consent on behalf of the holders of Notes to the payment, repayment, purchase, repurchase, defeasance, acquisition, retirement or redemption of any obligations subordinated to the Notes or the Guarantees thereby. (d) Each holder of Notes, by accepting a Note, shall be deemed to have agreed to and accepted the terms and conditions of the Intercreditor Agreement and any Additional Intercreditor Agreement (whether then entered into or entered into in the future pursuant to the provisions described herein) and to have directed the Trustee or Security Agent, as applicable, to enter into (or accede to) the case may be, will be entitled to receive, Intercreditor Agreement and (subject to Sections 10.01 and 10any such Additional Intercreditor Agreement.

Additional Intercreditor Agreements. (Aa) At the request of the IssuerCompany, at in connection with the time of, Incurrence by the Company or prior toany Restricted Subsidiary of (x) any Indebtedness secured on collateral securing the ABL Facility or the Senior Secured Notes or as otherwise required herein and (y) any Refinancing Indebtedness in respect of Indebtedness referred to in the foregoing clause (x), the incurrence of any Indebtedness that is expressly permitted under this Indenture to share the Collateral or that is otherwise permitted to be incurred under this Indenture, the IssuerCompany, the relevant Subsidiary Guarantors, Restricted Subsidiaries and the Trustee and the Collateral Agent will (without the consent of Holders), to the extent authorized and permitted under the then-existing applicable Intercreditor Agreement(s), shall enter into such amendments, supplements or agreements as necessary to add with the obligees holders of such Indebtedness and/or any representative(s(or their duly authorized representatives) thereof as party to the applicable Intercreditor Agreement(s), or an additional intercreditor agreement (each such agreement, an “Additional Intercreditor Agreement”) or a restatement, amendment or other modification of the existing Intercreditor Agreement on substantially the same terms as the Intercreditor Agreement (or terms not materially less favorable to the Holders (taken as a whole)), including substantially the same terms with respect to release of Notes Guarantees; provided that such amendments, supplements, agreements or (1) such Additional Intercreditor Agreement will not impose any personal obligations on the Trustee or or, in the Collateral Agent or opinion of the Trustee, adversely affect the rights, duties, liabilities liabilities, indemnities or immunities of the Trustee or under this Indenture, the Collateral Agent under the Indenture Intercreditor Agreement or any Additional Intercreditor AgreementAgreement and (2) if more than one such intercreditor agreement is outstanding at any time, the correlative terms of such intercreditor agreements must not conflict. (Bb) At the written direction of the Issuer Company and without the consent of the Holders, the Trustee and the Collateral Agent, to the extent authorized and permitted under the applicable Intercreditor Agreement, shall upon the written direction of the Issuer from time to time enter into one or more amendments to the Intercreditor Agreement or any Additional Intercreditor Agreements or amendments or supplements of the Intercreditor Agreement(s) Agreement to: (1) cure any ambiguity, omission, defect defect, manifest error or inconsistency therein; of any such agreement, (2) increase the amount or types of Indebtedness permitted to be incurred or issued under this Indenture of the types covered thereby by any such agreement that may be incurred Incurred by the Issuer Company or any other Note Party Restricted Subsidiary that is subject thereto to any such agreement (including with respect to the Intercreditor Agreement or any Additional Intercreditor Agreement, the addition of provisions relating to new IndebtednessIndebtedness ranking junior in right of payment to the Notes); , (3) add Subsidiary Guarantors thereto; Restricted Subsidiaries to the Intercreditor Agreement or an Additional Intercreditor Agreement, (4) further secure the Notes (including any Additional Notes) or further secured the ABL Facility or Senior Secured Notes (including any Additional Notes (as defined in the Senior Secured Indenture); ), (5) allow amend the Intercreditor Agreement or any successor Trustee and/or Collateral Agent to accede as a party thereto; Additional Intercreditor Agreement in accordance with the terms thereof or (6) make any other change to any such change thereto agreement that does not adversely affect the rights of holders of the Notes Holders (taken as a whole) in any material respect; provided that such . The Company shall not otherwise direct the Trustee to enter into any amendment to the Intercreditor Agreement or any Additional Intercreditor Agreement will without the consent of the Holders of the majority in aggregate principal amount of the Notes then outstanding, except as otherwise permitted under this Article 9, and the Company may only direct the Trustee to enter into any amendment to the extent such amendment does not impose any personal obligations on the Trustee or or, in the Collateral Agent or opinion of the Trustee, adversely affect the their respective rights, duties, liabilities liabilities, indemnities or immunities of the Trustee or the Collateral Agent under the this Indenture or the Intercreditor AgreementsAgreement or any Additional Intercreditor Agreement. (Cc) In executing any execution relation to the Intercreditor Agreement or Additional Intercreditor Agreement, the Trustee shall consent on behalf of the Holders to the payment, repayment, purchase, repurchase, defeasance, acquisition, retirement or redemption of any obligations subordinated to the Notes thereby; provided, however, that such transaction would comply with Section 4.04. (d) Each Holder, by accepting a Note, shall be deemed to have agreed to and accepted the terms and conditions of the Intercreditor Agreement and any Additional Intercreditor Agreement (whether then entered into or entered into in the amendments or supplements future pursuant to the provisions of an this Section 9.06) and to have directed the Trustee to enter into such Additional Intercreditor Agreement. (e) A copy of the Intercreditor Agreement in accordance with this Section 14.02, and any Additional Intercreditor Agreement shall be made available for inspection during normal business hours on any Business Day upon prior written request at the Trustee and office of the Collateral Agent, as the case may be, will be entitled to receive, and (subject to Sections 10.01 and 10Issuers.

Additional Intercreditor Agreements. (Aa) At the request of the IssuerCompany, at in connection with the time Incurrence by the Company or any of its Restricted Subsidiaries of, : (i) any Debt secured on Collateral or prior toas otherwise required herein; and (ii) any Permitted Refinancing Debt in respect of Debt referred to in sub- clause (i) above, the incurrence of any Indebtedness that is expressly permitted under this Indenture to share the Collateral or that is otherwise permitted to be incurred under this Indenture, the IssuerCompany, the relevant Subsidiary GuarantorsRestricted Subsidiaries, the Trustee and the Collateral Security Agent will (without the consent of Holders), to the extent authorized and permitted under the then-existing applicable Intercreditor Agreement(s), shall enter into such amendments, supplements or agreements as necessary to add with the obligees holders of such Indebtedness and/or any representative(sDebt (or their duly authorized representatives) thereof as party to the applicable Intercreditor Agreement(s), or an additional intercreditor agreement (each such agreement, an “Additional Intercreditor Agreement”) or a restatement, amendment or other modification of the existing Intercreditor Agreement on substantially the same terms as the Intercreditor Agreement (or terms not materially less favorable to the holders (taken as a whole)), including substantially the same terms with respect to release of Note Guarantees and priority and release of the Security Interests; provided that such amendments, supplements, agreements or that: (A) such Additional Intercreditor Agreement will not impose any personal obligations on the Trustee or the Collateral Security Agent or, in the opinion of the Trustee or the Security Agent, as applicable, adversely affect the rights, duties, liabilities or immunities of the Trustee or the Collateral Security Agent under this Indenture, any Additional Intercreditor Agreement or the Indenture or any Intercreditor Agreement. ; (B) At if more than one such intercreditor agreement is outstanding at any time, the correlative terms of such intercreditor agreements must not conflict with one another in any material respect; and (C) regardless of the number of Intercreditor Agreements or Additional Intercreditor agreements, only one payment blockage notice may be served in any period of 360 consecutive days or in respect of the same event or circumstance and any such payment blockages may not be in effect for more than 179 days in the aggregate during any consecutive 360-day period. The Security Agent shall be entitled to request instructions from the Instructing Group (as defined in the Intercreditor Agreement) prior to executing any Additional Intercreditor Agreement. (b) Further, at the written direction of the Issuer Company and without the consent of the HoldersNoteholders, the Trustee and the Collateral Agent, to the extent authorized and permitted under the applicable Intercreditor Agreement, Security Agent shall upon the written direction of the Issuer from time to time enter into one or more amendments to the Intercreditor Agreement or any Additional Intercreditor Agreements or amendments or supplements of the Intercreditor Agreement(s) Agreement to: (1i) cure any ambiguity, omission, defect defect, manifest error or inconsistency thereinof any such agreement; (2ii) increase the amount or types of Indebtedness permitted to be incurred or issued under this Indenture of the types Debt covered thereby by any such agreement that may be incurred Incurred by the Issuer Company or any other Note Party Restricted Subsidiary that is subject thereto to any such agreement (including including, with respect to any Intercreditor Agreement or Additional Intercreditor Agreement, the addition of provisions relating to new IndebtednessDebt ranking junior in right of payment to the Notes); (3iii) add Subsidiary Guarantors theretoRestricted Subsidiaries to the Intercreditor Agreement or an Additional Intercreditor Agreement; (4iv) further secure the Notes (including any Additional Notes); (5v) allow make provision for equal and ratable pledges of the Collateral to secure any successor Trustee and/or Debt permitted to be Incurred and secured by the Collateral Agent to accede as a party theretounder this Indenture; (vi) implement any Permitted Collateral Liens; (vii) amend the Intercreditor Agreement or any Additional Intercreditor Agreement in accordance with the terms thereof; or (6viii) make any other change to any such change thereto agreement that does not adversely affect the rights of holders of the Notes (taken as a whole) in any material respect; provided , making all necessary provisions to ensure that such Additional Intercreditor Agreement will not impose any personal obligations on the Trustee or the Collateral Agent or adversely affect the rights, duties, liabilities or immunities of the Trustee or the Collateral Agent under the Indenture or the Intercreditor Agreements. (C) In executing any execution of the Additional Intercreditor Agreement or the amendments or supplements of an Intercreditor Agreement in accordance with this Section 14.02, the Trustee Notes and the Collateral Agent, as Note Guarantees are secured by first-priority Liens over the case may be, will be entitled to receive, and (subject to Sections 10.01 and 10Collateral. In formulating its

Additional Intercreditor Agreements. (Aa) At the request of the The Issuer, at the time of, or prior to, the incurrence of any Indebtedness that is expressly permitted under this Indenture to share the Collateral or that is otherwise permitted to be incurred under this Indenture, the Issuer, the relevant Subsidiary Guarantorseach Guarantor, the Trustee and the Collateral Security Agent will are hereby authorized (without the any further consent of Holders), the holders of the Notes) to enter into the extent authorized Intercreditor Agreement and permitted any other intercreditor agreement or deed in favor of the lenders under the then-existing applicable Revolving Credit Facility and under any other Credit Facilities with substantially the same terms as the Intercreditor Agreement(s), enter into such amendments, supplements or agreements as necessary to add Agreement (the obligees of such Indebtedness and/or any representative(s) thereof as party to the applicable Intercreditor Agreement(s), or an additional intercreditor agreement (each such agreement, an “Additional Intercreditor Agreement”); . (b) At the written direction of the Parent Guarantor or the Issuer and without the consent of the holders of the Notes, the Trustee or the Security Agent shall from time to time enter into one or more amendments to any Intercreditor Agreement to: (i) cure any ambiguity, omission, defect or inconsistency of any such agreement, (ii) increase the amount or types of Debt covered by any such agreement that may be incurred by the Parent Guarantor or any Restricted Group Member that is subject to any such agreement (provided that such amendmentsDebt is incurred in compliance with this Indenture), supplements(iii) add Restricted Group Members to the Intercreditor Agreement, agreements (iv) further secure the Notes (including Additional Notes incurred in compliance with this Indenture), (v) make provision for equal and ratable pledges of the Collateral to secure Additional Notes incurred in compliance with this Indenture or to implement any Permitted Collateral Liens, (vi) conform the text of the Intercreditor Agreement to any provision of the “Description of the Notes” to the extent that such provision in the “Description of the Notes” was intended to be a verbatim recitation of a provision of the Intercreditor Agreement, (vii) to enter into an Additional Intercreditor Agreement will under circumstances provided for therein or (viii) make any other change to any such agreement that does not adversely affect the holders of the Notes in any material respect. The Issuer shall not otherwise direct the Trustee or the Security Agent to enter into any amendment to any Intercreditor Agreement without the consent of the holders of the Notes of a majority in aggregate principal amount of the Notes then outstanding, except as otherwise permitted under Article Nine of this Indenture or as permitted by the terms of such Intercreditor Agreement, and the Issuer may only direct the Trustee or the Security Agent to enter into any amendment to the extent such amendment does not impose any personal obligations on the Trustee or the Collateral Security Agent or, in the opinion of the Trustee or the Security Agent, adversely affect the rights, duties, liabilities or immunities of the Trustee or the Collateral Security Agent under the Indenture relating to the Notes or any Intercreditor Agreement. (B) At . In formulating its opinion on such matters, the written direction of Trustee shall be entitled to request and rely absolutely on such evidence as it deems appropriate, including an Officer’s Certificate from the Issuer and without the consent an Opinion of the HoldersCounsel (c) Each holder of a Note, by accepting such Note, shall be deemed to have: (i) appointed and authorized the Trustee to give effect to such provisions; (ii) authorized the Trustee to become a party to any future intercreditor arrangements described above; (iii) agreed to be bound by such provisions and the Collateral Agent, provisions of any future intercreditor arrangements described above; and (iv) irrevocably appointed the Trustee to the extent authorized and permitted under the applicable Intercreditor Agreement, shall upon the written direction of the Issuer from time act on its behalf to time enter into one or more Additional Intercreditor Agreements or amendments or supplements of the Intercreditor Agreement(s) to: (1) cure any ambiguity, omission, defect or inconsistency therein; (2) increase the amount of Indebtedness permitted to be incurred or issued under this Indenture of the types covered thereby that may be incurred by the Issuer or any other Note Party that is subject thereto (including the addition of and comply with such provisions relating to new Indebtedness); (3) add Subsidiary Guarantors thereto; (4) further secure the Notes (including any Additional Notes); (5) allow any successor Trustee and/or Collateral Agent to accede as a party thereto; or (6) make any other such change thereto that does not adversely affect the rights of holders of the Notes in any material respect; provided that such Additional Intercreditor Agreement will not impose any personal obligations on the Trustee or the Collateral Agent or adversely affect the rights, duties, liabilities or immunities of the Trustee or the Collateral Agent under the Indenture or the Intercreditor Agreements. (C) In executing any execution of the Additional Intercreditor Agreement or the amendments or supplements of an Intercreditor Agreement in accordance with this Section 14.02, the Trustee and the Collateral Agent, as the case may be, will be entitled to receive, and (subject to Sections 10.01 and 10provisions of any future intercreditor arrangements described above.

Additional Intercreditor Agreements. (Aa) At the request of the Issuer, at and without the time ofconsent of Holders, in connection with the Incurrence by the Issuer or prior to, the incurrence a Restricted Subsidiary of any Indebtedness that is expressly permitted under this Indenture to share the Notes Collateral or that is otherwise permitted pursuant to be incurred under this IndentureSection 4.06, the Issuer, the relevant Subsidiary GuarantorsParent Guarantor or a Restricted Subsidiary, the Trustee and the Notes Collateral Agent will (without the consent of Holders), to the extent authorized and permitted under the then-existing applicable Intercreditor Agreement(s), shall enter into such amendments, supplements or agreements as necessary to add with the obligees holders of such Indebtedness and/or any representative(s(or their duly authorized Representatives) thereof as party to the applicable Intercreditor Agreement(s), or an additional intercreditor agreement (each such agreement, an “Additional Intercreditor Agreement”); provided that such amendments) or a restatement, supplements, agreements amendment or such Additional other modification of the existing Intercreditor Agreement will on substantially the same terms as the Intercreditor Agreement (or, as determined in good faith the Issuer, terms not impose any personal obligations on materially less favorable to the Trustee or Holders), including containing substantially the Collateral Agent or adversely affect the rights, duties, liabilities or immunities same terms with respect to release of Note Guarantees and priority and release of the Trustee or Liens over the Notes Collateral Agent under (or, as determined in good faith by the Indenture or any Intercreditor Agreement. (B) At the written direction of the Issuer and without the consent of Issuer, terms not materially less favorable to the Holders, the Trustee and the Collateral Agentit being understood that such restatement, amendment or other modification to provide for subordinated security interests will be deemed not to be materially less favorable to the extent authorized and permitted under the applicable Intercreditor Agreement, shall upon the written direction of the Issuer from time to time enter into one or more Additional Intercreditor Agreements or amendments or supplements of the Intercreditor Agreement(s) to: (1) cure any ambiguity, omission, defect or inconsistency therein; (2) increase the amount of Indebtedness permitted to be incurred or issued under this Indenture of the types covered thereby that may be incurred by the Issuer or any other Note Party that is subject thereto (including the addition of provisions relating to new IndebtednessHolders); (3) add Subsidiary Guarantors thereto; (4) further secure the Notes (including any Additional Notes); (5) allow any successor Trustee and/or Collateral Agent to accede as a party thereto; or (6) make any other such change thereto that does not adversely affect the rights of holders of the Notes in any material respect; provided that such Additional Intercreditor Agreement will not impose any personal obligations on the Trustee or the Notes Collateral Agent or, in the opinion of the Trustee or Notes Collateral Agent, as applicable, adversely affect the rights, duties, liabilities or immunities of the Trustee or the Notes Collateral Agent under the this Indenture or the Intercreditor AgreementsAgreement. Subject to this Section 4.17(a) and to Section 4.17(b), any such Additional Intercreditor Agreement may provide for pari passu or subordinated security interests in respect of any such Indebtedness (to the extent such Indebtedness is permitted to share the Notes Collateral pursuant to Section 4.06). (Cb) In executing any execution At the written direction of the Additional Intercreditor Agreement or Issuer and without the amendments or supplements consent of an Intercreditor Agreement in accordance with this Section 14.02Holders, the Trustee and the Notes Collateral Agent shall from time to time enter into one or more amendments to any Intercreditor Agreement or Additional Intercreditor Agreement to: (1) cure any ambiguity, omission, defect or inconsistency of any such agreement, (2) increase the amount or types of Indebtedness covered by any such agreement that may be Incurred by the Issuer or a Guarantor that is subject to any such agreement (including with respect to any Intercreditor Agreement or Additional Intercreditor Agreement, the addition of provisions relating to new Indebtedness ranking junior in right of payment to the Notes), (3) add Restricted Subsidiaries to the Intercreditor Agreement or an Additional Intercreditor Agreement, (4) further secure the Notes (including Additional Notes), (5) make provision 101 EU-DOCS\26039728.6 (c) In relation to any Intercreditor Agreement or Additional Intercreditor Agreement, at the request of the Issuer, the Trustee (and Notes Collateral Agent, as if applicable) shall consent on behalf of the case may beHolders to the payment, will repayment, purchase, repurchase, defeasance, acquisition, retirement or redemption of any obligations subordinated to the Notes thereby; provided, however, that such transaction would comply with Section 4.05. (d) Each Holder, by accepting a Note, shall be entitled deemed to receivehave agreed to and accepted the terms and conditions of the Intercreditor Agreement or any Additional Intercreditor Agreement (whether then entered into or entered into in the future pursuant to this Section 4.17), and (subject to Sections 10.01 have directed the Trustee and 10the Notes Collateral Agent to enter into any such Additional Intercreditor Agreement.

Additional Intercreditor Agreements. (Aa) At the request of the Issuer, at the time of, or prior to, the incurrence of any Indebtedness that is expressly permitted under this Indenture to share the Collateral or that is otherwise permitted to be incurred under this Indenture, the Issuer, the relevant Subsidiary Guarantors, the Trustee and the Collateral Agent will (without the consent of Holders), to the extent authorized and permitted under the then-existing applicable Intercreditor Agreement(s), enter into such amendments, supplements or agreements as necessary to add the obligees of such Indebtedness and/or any representative(s) thereof as party to the applicable Intercreditor Agreement(s), or an additional intercreditor agreement (each such agreement, an “Additional Intercreditor Agreement”); provided that such amendments, supplements, agreements or such Additional Intercreditor Agreement will not impose any personal obligations on the Trustee or the Collateral Agent or adversely affect the rights, duties, liabilities or immunities of the Trustee or the Collateral Agent under the Indenture or any Intercreditor Agreement. (B) At the written direction of the Issuer and without the consent of the Holdersholders of Notes, in connection with the incurrence by the Issuer or the Guarantors of indebtedness permitted under this Indenture, the Issuer, the Guarantors, the Trustee and the Collateral AgentSecurity Agent shall enter into with the holders of such indebtedness (or their duly authorized representatives) an intercreditor agreement (an “Additional Intercreditor Agreement”) or a restatement, to amendment or other modification of the extent authorized and permitted under the applicable Intercreditor Agreement, shall upon in each case on substantially the written direction same terms as the Intercreditor Agreement (or terms not materially less favorable to the holders of Notes), including containing substantially the same terms with respect to release of Guarantees and priority and release of the Issuer from time to time enter into one or more Additional Intercreditor Agreements or amendments or supplements of the Intercreditor Agreement(s) to: (1) cure any ambiguitySecurity Interests; provided, omissionhowever, defect or inconsistency therein; (2) increase the amount of Indebtedness permitted to be incurred or issued under this Indenture of the types covered thereby that may be incurred by the Issuer or any other Note Party that is subject thereto (including the addition of provisions relating to new Indebtedness); (3) add Subsidiary Guarantors thereto; (4) further secure the Notes (including any Additional Notes); (5) allow any successor Trustee and/or Collateral Agent to accede as a party thereto; or (6) make any other such change thereto that does not adversely affect the rights of holders of the Notes in any material respect; provided that such Additional Intercreditor Agreement will not impose any personal obligations on the Trustee or Security Agent or, in the Collateral Agent opinion of the Trustee or Security Agent, as applicable, adversely affect the rights, duties, liabilities or immunities of the Trustee or the Collateral Security Agent under the this Indenture or the Intercreditor AgreementsAgreement. (Cb) In executing any execution At the written direction of the Additional Issuer and without the consent of the holders of Notes, the Trustee and the Security Agent shall from time to time enter into one or more amendments to any Intercreditor Agreement to: (1) cure any ambiguity, omission, defect or inconsistency of any such agreement, (2) increase the amount or types of indebtedness covered by any such agreement that may be incurred by the Issuer or a Guarantor that is subject to any such agreement (including with respect to any Intercreditor Agreement or CG&R Draft Current date: 06-20-2019 11:20 AM 51390170v5 Additional Intercreditor Agreement, the amendments addition of provisions relating to new indebtedness ranking junior or supplements pari passu in right of payment to the Notes), (3) add Guarantors to the Intercreditor Agreement or an Additional Intercreditor Agreement, (4) further secure the Notes, (5) make provision for equal and ratable security interests in the Collateral to secure Additional Notes, (6) implement any Permitted Liens (including junior liens, pari passu liens and liens benefiting from priority rights of turnover with respect to proceeds of enforcement), (7) amend the Intercreditor Agreement or any Additional Intercreditor Agreement in accordance with the terms thereof or (8) make any other change to any such agreement that does not adversely affect the holders of Notes in any material respect. The Issuer shall not otherwise direct the Trustee or the Security Agent to enter into any amendment to the Intercreditor Agreement or any Additional Intercreditor Agreement without the consent of the Holders of the majority in aggregate principal amount of the Notes then outstanding, except as otherwise permitted under Article 9 of this Section 14.02, Indenture and as permitted under the Intercreditor Agreement or any Additional Intercreditor Agreement and the Issuer may only direct the Trustee and the Collateral Security Agent to enter into any amendment to the extent such amendment does not impose any personal obligations on the Trustee or Security Agent or, in the opinion of the Trustee or Security Agent, adversely affect their respective rights, duties, liabilities or immunities under this Indenture or the Intercreditor Agreement or any Additional Intercreditor Agreement. (c) In relation to the Intercreditor Agreement or any Additional Intercreditor Agreement, the Trustee shall consent on behalf of the holders of Notes to the payment, repayment, purchase, repurchase, defeasance, acquisition, retirement or redemption of any obligations subordinated to the Notes or the Guarantees thereby. (d) Each holder of Notes, by accepting a Note, shall be deemed to have agreed to and accepted the terms and conditions of the Intercreditor Agreement and any Additional Intercreditor Agreement (whether then entered into or entered into in the future pursuant to the provisions described herein) and to have directed the Trustee or Security Agent, as applicable, to enter into (or accede to) the case may be, will be entitled to receive, Intercreditor Agreement and (subject to Sections 10.01 and 10any such Additional Intercreditor Agreement.

Additional Intercreditor Agreements. (Aa) At the request of the Issuer, at the time of, or prior to, the incurrence of any Indebtedness that is expressly permitted under this Indenture to share the Collateral or that is otherwise permitted to be incurred under this Indenture, the Issuer, the relevant Subsidiary Guarantors, the Trustee and the Collateral Agent will (without the consent of Holders), to the extent authorized and permitted under the then-existing applicable Intercreditor Agreement(s), enter into such amendments, supplements or agreements as necessary to add the obligees of such Indebtedness and/or any representative(s) thereof as party to the applicable Intercreditor Agreement(s), or an additional intercreditor agreement (each such agreement, an “Additional Intercreditor Agreement”); provided that such amendments, supplements, agreements or such Additional Intercreditor Agreement will not impose any personal obligations on the Trustee or the Collateral Agent or adversely affect the rights, duties, liabilities or immunities of the Trustee or the Collateral Agent under the Indenture or any Intercreditor Agreement. (B) At the written direction of the Issuer and without the consent of the HoldersHolders of the Notes, in connection with the incurrence by the Issuer or the Guarantors of indebtedness permitted under this Indenture, the Issuer, the Guarantors, the Trustee and the Collateral AgentSecurity Agent shall enter into with the holders of such indebtedness (or their duly authorized representatives) an intercreditor agreement (an “Additional Intercreditor Agreement”) or a restatement, to amendment or other modification of the extent authorized and permitted under the applicable Intercreditor Agreement, shall upon in each case on substantially the written direction same terms as the Intercreditor Agreement (or terms not materially less favorable to the Holders of the Issuer from time Notes), including containing substantially the same terms with respect to time enter into one or more Additional Intercreditor Agreements or amendments or supplements release of Guarantees and priority and release of the Intercreditor Agreement(s) to: (1) cure any ambiguity, omission, defect or inconsistency therein; (2) increase the amount of Indebtedness permitted to be incurred or issued under this Indenture of the types covered thereby that may be incurred by the Issuer or any other Note Party that is subject thereto (including the addition of provisions relating to new Indebtedness); (3) add Subsidiary Guarantors thereto; (4) further secure the Notes (including any Additional Notes); (5) allow any successor Trustee and/or Collateral Agent to accede as a party thereto; or (6) make any other such change thereto that does not adversely affect the rights of holders of the Notes in any material respectSecurity Interests; provided that such Additional Intercreditor Agreement will not impose any personal obligations on the Trustee or Security Agent or, in the Collateral Agent opinion of the Trustee or Security Agent, as applicable, adversely affect the rights, duties, liabilities or immunities of the Trustee or the Collateral Security Agent under the this Indenture or the Intercreditor AgreementsAgreement. (Cb) In executing any execution At the written direction of the Additional Issuer and without the consent of the Holders of the Notes, the Trustee and the Security Agent shall from time to time enter into one or more amendments to any Intercreditor Agreement to: (1) cure any ambiguity, omission, defect or inconsistency of any such agreement, (2) increase the amount or types of indebtedness covered by any such agreement that may be incurred by the Issuer or a Guarantor that is subject to any such agreement (including with respect to any Intercreditor Agreement or Additional Intercreditor Agreement, the amendments addition of provisions relating to new indebtedness ranking junior or supplements pari passu in right of payment to the Notes), (3) add Guarantors to the Intercreditor Agreement or an Additional Intercreditor Agreement, (4) further secure the Notes (including Additional Notes), (5) make provision for equal and ratable security interests and pledges with respect to the Collateral to secure Additional Notes, (6) implement any Permitted Liens (including junior liens, pari passu liens and liens benefiting from priority rights of turnover in respect of proceeds of enforcement), (7) amend the Intercreditor Agreement or any Additional Intercreditor Agreement in accordance with the terms thereof or (8) make any other change to any such agreement that does not adversely affect the Holders of Notes in any material respect. The Issuer shall not otherwise direct the Trustee or the Security Agent to enter into any amendment to the Intercreditor Agreement or any Additional Intercreditor Agreement without the consent of the Holders of the majority in aggregate principal amount of the Notes then outstanding, except as otherwise permitted under Article 9 of this Section 14.02, Indenture and as permitted under the Intercreditor Agreement or any Additional Intercreditor Agreement and the Issuer may only direct the Trustee and the Collateral Security Agent to enter into any amendment to the extent such amendment does not impose any personal obligations on the Trustee or Security Agent or, in the opinion of the Trustee or Security Agent, adversely affect their respective rights, duties, liabilities or immunities under this Indenture or the Intercreditor Agreement or any Additional Intercreditor Agreement. (c) In relation to the Intercreditor Agreement or any Additional Intercreditor Agreement, the Trustee shall consent on behalf of the Holders of the Notes to the payment, repayment, purchase, repurchase, defeasance, acquisition, retirement or redemption of any obligations subordinated to the Notes or the Guarantees thereby. (d) Each Holder, by accepting a Note, shall be deemed to have agreed to and accepted the terms and conditions of the Intercreditor Agreement and any Additional Intercreditor Agreement (whether then entered into or entered into in the future pursuant to the provisions described herein) and to have directed the Trustee or Security Agent, as applicable, to enter into the case may be, will be entitled to receive, Intercreditor Agreement and (subject to Sections 10.01 and 10any such Additional Intercreditor Agreement.

Additional Intercreditor Agreements. (Aa) At the request of the IssuerBorrower, at in connection with the time of, Incurrence by the Company or prior to, the incurrence a Restricted Subsidiary of any Indebtedness that is expressly permitted under this Indenture to share the Collateral or that is otherwise permitted pursuant to be incurred under this Indenturethe definition of Permitted Collateral Liens, the IssuerCompany, the relevant Subsidiary GuarantorsParent Guarantor or a Restricted Subsidiary, the Trustee Administrative Agent and the Collateral Security Agent will (without the consent of Holders), to the extent authorized and permitted under the then-existing applicable Intercreditor Agreement(s), shall enter into such amendments, supplements or agreements as necessary to add with the obligees holders of such Indebtedness and/or any representative(s(or their duly authorized Representatives) thereof as party to the applicable Intercreditor Agreement(s), or an additional intercreditor agreement (each such agreement, an “Additional Intercreditor Agreement”); provided that such amendments) or a restatement, supplements, agreements amendment or such Additional other modification of the existing Intercreditor Agreement will on substantially the same terms as the Intercreditor Agreement (or terms not impose any personal obligations on materially less favorable to the Trustee or Lenders), including containing substantially the Collateral Agent or adversely affect the rights, duties, liabilities or immunities same terms with respect to release of Loan Guarantees and priority and release of the Trustee Liens over Collateral (or the Collateral Agent under the Indenture or any Intercreditor Agreement. (B) At the written direction of the Issuer and without the consent of the Holders, the Trustee and the Collateral Agent, terms not materially less favourable to the extent authorized and permitted under the applicable Intercreditor Agreement, shall upon the written direction of the Issuer from time to time enter into one or more Additional Intercreditor Agreements or amendments or supplements of the Intercreditor Agreement(s) to: (1) cure any ambiguity, omission, defect or inconsistency therein; (2) increase the amount of Indebtedness permitted to be incurred or issued under this Indenture of the types covered thereby that may be incurred by the Issuer or any other Note Party that is subject thereto (including the addition of provisions relating to new IndebtednessLenders); (3) add Subsidiary Guarantors thereto; (4) further secure the Notes (including any Additional Notes); (5) allow any successor Trustee and/or Collateral Agent to accede as a party thereto; or (6) make any other such change thereto that does not adversely affect the rights of holders of the Notes in any material respect; provided that such Additional Intercreditor Agreement will not impose any personal obligations on the Trustee or the Collateral Administrative Agent or Security Agent or, in the opinion of the Administrative Agent or Security Agent, as applicable, adversely affect the rights, duties, liabilities or immunities of the Trustee Administrative Agent or the Collateral Security Agent under the Indenture this Agreement or the Intercreditor AgreementsAgreement. For the avoidance of doubt, subject to the first sentence of this Section 4.13(a) and Section 4.13(b), any such Additional Intercreditor Agreement may provide for pari passu or subordinated security interests in respect of any such Indebtedness (to the extent such Indebtedness is permitted to share the Collateral pursuant to the definition of Permitted Collateral Lien). (Cb) In executing any execution At the direction of the Additional Borrower and without the consent of Secured Parties, the Administrative Agent and the Security Agent shall from time to time enter into one or more amendments to any Intercreditor Agreement to: (1) cure any ambiguity, omission, defect or inconsistency of any such agreement, (2) increase the amount or types of Indebtedness covered by any such agreement that may be Incurred by the Borrower or a Guarantor that is subject to any such agreement (including with respect to any Intercreditor Agreement or Additional Intercreditor Agreement, the amendments addition of provisions relating to new Indebtedness ranking junior in right of payment to the Obligations), (3) add Restricted Subsidiaries to the Intercreditor Agreement or supplements an Additional Intercreditor Agreement, (4) further secure the Obligations, (5) make provision for equal and ratable pledges of an the Collateral to secure any Incremental Loans, (6) implement any Permitted Collateral Liens, (7) amend the Intercreditor Agreement or any Additional Intercreditor Agreement in accordance with the terms thereof; (8) make any change reasonably necessary, in the good faith determination of the Borrower in order to implement any transaction that is subject to Article V of this Section 14.02Annex I; or (9) implement any transaction in connection with the renewal extension, refinancing, replacement or increase of the Indebtedness that is not prohibited by this Agreement or make any other change to any such agreement that does not adversely affect the Lenders in any material respect; provided that no such changes shall be permitted to the extent they affect the ranking of any Obligation or Loan Guarantee, enforcement of Liens over the Collateral, the Trustee application of proceeds from the enforcement of Collateral or the release of any Loan Guarantees or Lien over Collateral in a manner than would adversely affect the rights of the Lenders in any material respect except as otherwise permitted by this Agreement, the Security Documents the Intercreditor Agreement or any Additional Intercreditor Agreement immediately prior to such change. The Borrower shall not otherwise direct the Administrative Agent or the Security Agent to enter into any amendment to any Intercreditor Agreement without the consent of the Required Lenders, except as otherwise permitted under Section 9.08 of the Credit Agreement, and the Collateral Borrower may only direct the Administrative Agent and the Security Agent to enter into any amendment to the extent such amendment does not impose any personal obligations on the Administrative Agent or Security Agent or, in the opinion of the Administrative Agent or Security Agent, as adversely affect their respective rights, duties, liabilities or immunities under this Agreement or the case may beIntercreditor Agreement or any Additional Intercreditor Agreement. (c) In relation to any Intercreditor Agreement or Additional Intercreditor Agreement, will at the request of the Borrower the Administrative Agent (and Security Agent, if applicable) shall consent on behalf of the Lenders to the payment, repayment, purchase, repurchase, defeasance, acquisition, retirement or redemption of any obligations subordinated to the Loans thereby; provided, however, that such transaction would comply with Section 4.05 hereof. (d) Each Lender shall be entitled deemed to receivehave agreed to and accepted the terms and conditions of the Intercreditor Agreement or any Additional Intercreditor Agreement (whether then entered into or entered into in the future pursuant to the provisions described herein), and (subject to Sections 10.01 have directed the Administrative Agent and 10the Security Agent to enter into the Intercreditor Agreement and any such Additional Intercreditor Agreement.

Additional Intercreditor Agreements. (Aa) At the request of the IssuerCompany, at in connection with the time Incurrence by the Company of, : (i) any Debt secured on Charged Property or prior toas otherwise required or not prohibited herein; and (ii) any Refinancing Debt in respect of Debt referred to in sub-paragraph (i) above, the incurrence of any Indebtedness that is expressly permitted under this Indenture to share the Collateral or that is otherwise permitted to be incurred under this IndentureCompany, the Issuer, the relevant Subsidiary Guarantors, the Trustee Agent and the Collateral Security Agent will (without the consent of Holders), to the extent authorized and permitted under the then-existing applicable Intercreditor Agreement(s), shall enter into such amendments, supplements or agreements as necessary to add with the obligees holders of such Indebtedness and/or any representative(sDebt (or their duly authorized representatives) thereof as party to the applicable Intercreditor Agreement(s), or an additional intercreditor agreement (each such agreement, an “"Additional Intercreditor Agreement”") or a restatement, amendment or other modification of the existing Intercreditor Agreement on substantially the same terms as the Intercreditor Agreement (or terms not materially less favorable to the Lenders (taken as a whole); ), including substantially the same terms with respect to release of Guarantees and priority and release of the Security Interests, provided that such amendments, supplements, agreements or that: (A) such Additional Intercreditor Agreement will not impose any personal obligations on the Trustee Agent or the Collateral Security Agent or, in the reasonable opinion of the Agent or the Security Agent, as applicable, adversely affect the rights, duties, liabilities or immunities of the Trustee Agent or the Collateral Security Agent under this Agreement, any Additional Intercreditor Agreement or the Indenture or any Intercreditor Agreement.; and (B) if more than one such intercreditor agreement is outstanding at any time, the correlative terms of such intercreditor agreements must not conflict. (b) At the written direction of the Issuer Company and without the consent of the HoldersLenders, the Trustee Agent and the Collateral Agent, to the extent authorized and permitted under the applicable Intercreditor Agreement, Security Agent shall upon the written direction of the Issuer from time to time enter into one or more amendments to the Intercreditor Agreement or any Additional Intercreditor Agreements or amendments or supplements of the Intercreditor Agreement(s) Agreement to: : (1i) cure any ambiguity, omission, defect defect, manifest error or inconsistency therein; of any such agreement; (2ii) increase the amount or types of Indebtedness permitted to be incurred or issued under this Indenture of the types Debt covered thereby by any such agreement that may be incurred Incurred by the Issuer or any other Note Party Company that is subject thereto to any such agreement (including with respect to any Intercreditor Agreement or Additional Intercreditor Agreement, the addition of provisions relating to new IndebtednessDebt ranking junior in right of payment to the Facility); ; (3iii) add Subsidiary Guarantors thereto; [Reserved]; (4iv) further secure the Notes Facilities; (including v) [Reserved]; (vi) to facilitate a Permitted Tax Restructuring, a Permitted Reorganization or the Transaction; (vii) implement any Permitted Collateral Liens; (viii) amend the Intercreditor Agreement or any Additional Notes)Intercreditor Agreement in accordance with the terms thereof; or (5) allow any successor Trustee and/or Collateral Agent to accede as a party thereto; or (6ix) make any other change to any such change thereto agreement that does not adversely affect the rights of holders of the Notes Lenders (taken as a whole) in any material respect; provided , making all necessary provisions to ensure that such the Facilities are secured by first-ranking Liens over the Charged Property. (c) The Company shall not otherwise direct the Agent or the Security Agent to enter into any amendment to any Intercreditor Agreement or Additional Intercreditor Agreement, other than: (i) in accordance with paragraph (b) above; (ii) with the consent of the requisite majority of Lenders except as otherwise permitted pursuant to Clause 36 (Amendments and Waivers); or (iii) or as otherwise permitted by such Intercreditor Agreement will or Additional Intercreditor Agreement, and the Company may only direct the Agent and the Security Agent to enter into any amendment to the extent such amendment does not impose any personal obligations on the Trustee Agent or the Collateral Security Agent or, in the reasonable opinion of the Agent or the Security Agent, adversely affect the their respective rights, duties, liabilities or immunities of the Trustee or the Collateral Agent under the Indenture this Agreement or the Intercreditor AgreementsAgreement or any Additional Intercreditor Agreement. (Cd) In executing relation to any execution of the Additional Intercreditor Agreement or Additional Intercreditor Agreement, the amendments Agent (and Security Agent, if applicable) shall consent on behalf of the requisite majority of Lenders to the payment, repayment, purchase, repurchase, defeasance, acquisition, retirement or supplements redemption of an any obligations subordinated to the Facilities thereby, provided that such transaction would comply with the covenant described under Section 2 (Limitation on Restricted Payments). (e) Each Finance Party shall be deemed to have agreed to and accepted the terms and conditions of the Intercreditor Agreement or any Additional Intercreditor Agreement, (whether then entered into or entered into in accordance with this Section 14.02, the Trustee future pursuant to the provisions described herein) and to have directed the Agent and the Collateral Agent, as the case may be, will be entitled Security Agent to receive, and (subject to Sections 10.01 and 10enter into any such Additional Intercreditor Agreement.

Additional Intercreditor Agreements. (Aa) At the request of the Issuer, at the time of, or prior to, the incurrence of any Indebtedness that is expressly permitted under this Indenture to share the Collateral or that is otherwise permitted to be incurred under this Indenture, the Issuer, the relevant Subsidiary Guarantors, the Trustee and the Collateral Agent will (without the consent of Holders), to the extent authorized and permitted under the then-existing applicable Intercreditor Agreement(s), enter into such amendments, supplements or agreements as necessary to add the obligees of such Indebtedness and/or any representative(s) thereof as party to the applicable Intercreditor Agreement(s), or an additional intercreditor agreement (each such agreement, an “Additional Intercreditor Agreement”); provided that such amendments, supplements, agreements or such Additional Intercreditor Agreement will not impose any personal obligations on the Trustee or the Collateral Agent or adversely affect the rights, duties, liabilities or immunities of the Trustee or the Collateral Agent under the Indenture or any Intercreditor Agreement. (B) At the written direction of the Issuer and without the consent of the Holdersholders of Notes, in connection with the incurrence by the Issuer or the Guarantors of indebtedness permitted under this Indenture, the Issuer, the Guarantors, the Trustee and the Collateral AgentSecurity Agent shall enter into with the holders of such indebtedness (or their duly authorized representatives) an intercreditor agreement (an “Additional Intercreditor Agreement”) or a restatement, to amendment or other modification of the extent authorized and permitted under the applicable Intercreditor Agreement, shall upon in each case on substantially the written direction same terms as the Intercreditor Agreement (or terms not materially less favorable to the holders of Notes), including containing substantially the same terms with respect to release of Guarantees and priority and release of the Issuer from time to time enter into one or more Additional Intercreditor Agreements or amendments or supplements of the Intercreditor Agreement(s) to: (1) cure any ambiguitySecurity Interests; provided, omissionhowever, defect or inconsistency therein; (2) increase the amount of Indebtedness permitted to be incurred or issued under this Indenture of the types covered thereby that may be incurred by the Issuer or any other Note Party that is subject thereto (including the addition of provisions relating to new Indebtedness); (3) add Subsidiary Guarantors thereto; (4) further secure the Notes (including any Additional Notes); (5) allow any successor Trustee and/or Collateral Agent to accede as a party thereto; or (6) make any other such change thereto that does not adversely affect the rights of holders of the Notes in any material respect; provided that such Additional Intercreditor Agreement will not impose any personal obligations on the Trustee or Security Agent or, in the Collateral Agent opinion of the Trustee or Security Agent, as applicable, adversely affect the rights, duties, liabilities or immunities of the Trustee or the Collateral Security Agent under the this Indenture or the Intercreditor AgreementsAgreement. (Cb) In executing any execution At the written direction of the Additional Issuer and without the consent of the holders of Notes, the Trustee and the Security Agent shall from time to time enter into one or more amendments to any Intercreditor Agreement to: (1) cure any ambiguity, omission, defect or inconsistency of any such agreement, (2) increase the amount or types of indebtedness covered by any such agreement that may be incurred by the Issuer or a Guarantor that is subject to any such agreement (including with respect to any Intercreditor Agreement or Additional Intercreditor Agreement, the amendments addition of provisions relating to new indebtedness ranking junior or supplements pari passu in right of payment to the Notes), (3) add Guarantors to the Intercreditor Agreement or an Additional Intercreditor Agreement, (4) further secure the Notes, (5) make provision for equal and ratable security interests in the Collateral to secure Additional Notes, (6) implement any Permitted Liens (including junior liens, pari passu liens and liens benefiting from priority rights of turnover in respect of proceeds of enforcement), (7) amend the Intercreditor Agreement or any Additional Intercreditor Agreement in accordance with the terms thereof or (8) make any other change to any such agreement that does not adversely affect the holders of Notes in any material respect. The Issuer shall not otherwise direct the Trustee or the Security Agent to enter into any amendment to the Intercreditor Agreement or any Additional Intercreditor Agreement without the consent of the Holders of the majority in aggregate principal amount of the Notes then outstanding, except as otherwise permitted under Article 9 of this Section 14.02, Indenture and as permitted under the Intercreditor Agreement or any Additional Intercreditor Agreement and the Issuer may only direct the Trustee and the Collateral Security Agent to enter into any amendment to the extent such amendment does not impose any personal obligations on the Trustee or Security Agent or, in the opinion of the Trustee or Security Agent, adversely affect their respective rights, duties, liabilities or immunities under this Indenture or the Intercreditor Agreement or any Additional Intercreditor Agreement. (c) In relation to the Intercreditor Agreement or any Additional Intercreditor Agreement, the Trustee shall consent on behalf of the holders of Notes to the payment, repayment, purchase, repurchase, defeasance, acquisition, retirement or redemption of any obligations subordinated to the Notes or the Guarantees thereby. (d) Each holder of Notes, by accepting a Note, shall be deemed to have agreed to and accepted the terms and conditions of the Intercreditor Agreement and any Additional Intercreditor Agreement (whether then entered into or entered into in the future pursuant to the provisions described herein) and to have directed the Trustee or Security Agent, as applicable, to enter into (or accede to) the case may be, will be entitled to receive, Intercreditor Agreement and (subject to Sections 10.01 and 10any such Additional Intercreditor Agreement.

Additional Intercreditor Agreements. ‌ (Aa) At the request of the Issuer, without the consent of Holders, and at the time of, or prior to, the incurrence by the Issuer or the Parent Guarantor of any Indebtedness that is expressly permitted under this Indenture to share the Collat- eral pursuant to clause (b), (c) or (d) of the definition of “Permitted Collateral Liens,” the Issuer or that is otherwise permitted to be incurred under this Indenture, the Issuer, the relevant Subsidiary GuarantorsParent Guarantor, the Trustee and the Collateral Agent will (without the consent of Holders), to the extent authorized and permitted under the then-existing applicable Intercreditor Agreement(s), Security Trustee shall enter into such amendments, supplements or agreements as necessary to add with the obligees holders of such Indebtedness and/or any representative(sIndebted- ness (or their duly authorized representatives) thereof as party to the applicable Intercreditor Agreement(s), or an additional intercreditor agreement (each such agreement, an “Additional Intercreditor Agreement”) on substantially the same terms as the Intercreditor Agreement, including terms with respect to the limitation on enforcement and release of guarantees and priority as set forth in the Intercreditor Agreement (or on terms more favorable to the Holders); provided provided, that such amendments, supplements, agreements or such Additional Intercreditor Agreement will shall not impose any personal obligations on the Trustee or the Collateral Agent Security Trustee or adversely affect the rights, duties, liabilities or immunities of the Trustee or the Collateral Agent Security Trustee under this Inden- ture or the Indenture or any Intercreditor Agreement.Agreement.‌ (Bb) At the written direction request of the Issuer and Issuer, without the consent of the Holders, and at the Trustee and time of, or prior to, the Collateral Agent, to the extent authorized and permitted under the applicable Intercreditor Agreement, shall upon the written direction of incurrence by the Issuer from time to time enter into one or more Additional Intercreditor Agreements or amendments or supplements of the Intercreditor Agreement(s) to: (1) cure any ambiguity, omission, defect or inconsistency therein; (2) increase the amount Parent Guarantor of Indebtedness permitted to be incurred pursuant to paragraph (a) above, the Issuer or issued under this Indenture the Parent Guarantor, the Trustee and the Security Trustee shall enter into one or more amendments to any Intercreditor Agreement or Additional Intercreditor Agreement to: (i) cure defects, resolve ambiguities or reflect changes, in each case, of a minor, technical or administra- tive nature; (ii) increase the amount or types of Indebtedness covered thereby by any Intercreditor Agreement or Additional Intercreditor Agreement that may be incurred by the Issuer or any other Note Party the Parent Guarantor that is subject thereto sub- ject to any Intercreditor Agreement or Additional Intercreditor Agreement (including the addition of provisions pro- visions relating to new IndebtednessIndebtedness ranking junior in right of payment to the Notes); (3iii) add Subsidiary Guarantors theretonew guar- antors to the Intercreditor Agreement or an Additional Intercreditor Agreement; (4iv) further secure the Notes; (v) make provision for the security securing Additional Notes to rank pari passu with the Collat- eral; (including vi) amend the Intercreditor Agreement or any Additional Notes); (5) allow any successor Trustee and/or Collateral Agent to accede as a party theretoIntercreditor Agreement in accordance with the terms thereof; or (6vii) make any other change to any such change thereto Intercreditor Agreement or an Addi- tional Intercreditor Agreement that does not adversely affect the rights of holders of the Notes Holders in any material respect; provided that such . (c) The Issuer shall not otherwise direct the Trustee or the Security Trustee to enter into any amendment to the Intercreditor Agreement or any Additional Intercreditor Agreement will without the consent of the Holders of the majority in aggregate principal amount of the Notes then outstanding, except as oth- erwise permitted by Article Nine and the Issuer may only direct the Trustee and the Security Trustee to enter into any amendment to the extent such amendment does not impose any personal obligations on the Trustee or the Collateral Agent or adversely affect the rights, duties, liabilities or immunities of the Trustee or the Collateral Agent Security Trus- tee under the Indenture or this Indenture, the Intercreditor AgreementsAgreement or such Additional Intercreditor Agreement. (Cd) In executing any execution relation to the Intercreditor Agreement or, to the extent applicable, an Additional In- tercreditor Agreement, the Trustee shall be deemed to have consented on behalf of the Holders to any payment, repayment, purchase, repurchase, defeasance, acquisition, retirement or redemption of any obli- gations subordinated to the Notes thereby; provided that such transaction would comply with Section 4.08. (e) Each Holder shall be deemed to have agreed to and accepted the terms and conditions of the Intercreditor Agreement or any Additional Intercreditor Agreement (whether then entered into or en- tered into in the future pursuant to the provisions set forth herein) and to have consented to and directed the Trustee and the Security Trustee to enter into any Additional Intercreditor Agreement or any amend- ment of the amendments or supplements of an Intercreditor Agreement in accordance or any Additional Intercreditor Agreement which complies with this Section 14.02, the Trustee 4.23 and the Collateral Agent, as the case may be, will be entitled to receive, and (subject to Sections 10.01 and 10conditions contained therein.

Additional Intercreditor Agreements. (Aa) At the request of the Issuer, at the time of, or prior to, the incurrence of any Indebtedness that is expressly permitted under this Indenture to share the Collateral or that is otherwise permitted to be incurred under this Indenture, the Issuer, the relevant Subsidiary Guarantors, the Trustee and the Collateral Agent will (without the consent of Holders), to the extent authorized and permitted under the then-existing applicable Intercreditor Agreement(s), enter into such amendments, supplements or agreements as necessary to add the obligees of such Indebtedness and/or any representative(s) thereof as party to the applicable Intercreditor Agreement(s), or an additional intercreditor agreement (each such agreement, an “Additional Intercreditor Agreement”); provided that such amendments, supplements, agreements or such Additional Intercreditor Agreement will not impose any personal obligations on the Trustee or the Collateral Agent or adversely affect the rights, duties, liabilities or immunities of the Trustee or the Collateral Agent under the Indenture or any Intercreditor Agreement. (B) At the written direction of the Issuer Parent Guarantor and without the consent of the Holders, in connection with the Incurrence by the Parent Guarantor or its Restricted Subsidiaries of any Debt permitted pursuant to Section 4.06, the Parent Guarantor, the relevant Restricted Subsidiaries and the Trustee and shall enter into with the Collateral AgentHolders (or their duly authorized representatives) an intercreditor agreement (an “Additional Intercreditor Agreement”) or a restatement, to amendment or other modification of the extent authorized and permitted under the applicable existing Intercreditor Agreement, shall upon in each case on substantially the written direction same terms as the Intercreditor Agreement (or terms not materially less favorable to the Holders), including containing substantially the same terms with respect to release of Guarantees and priority and release of the Issuer from time to time enter into one or more Additional Intercreditor Agreements or amendments or supplements of the Intercreditor Agreement(s) to: (1) cure any ambiguity, omission, defect or inconsistency therein; (2) increase the amount of Indebtedness permitted to be incurred or issued under this Indenture of the types covered thereby that may be incurred by the Issuer or any other Note Party that is subject thereto (including the addition of provisions relating to new Indebtedness); (3) add Subsidiary Guarantors thereto; (4) further secure the Notes (including any Additional Notes); (5) allow any successor Trustee and/or Collateral Agent to accede as a party thereto; or (6) make any other such change thereto that does not adversely affect the rights of holders of the Notes in any material respectSecurity Interests; provided that such Additional Intercreditor Agreement will not impose any personal obligations on the Trustee or or, in the Collateral Agent or opinion of the Trustee, adversely affect the rights, duties, liabilities or immunities of the Trustee or the Collateral Agent under the this Indenture or the Intercreditor AgreementsAgreement. (Cb) In executing any execution At the request and direction of the Additional Parent Guarantor and without the consent of the Holders, the Trustee shall from time to time enter into one or more amendments to any Intercreditor Agreement to: (i) cure any ambiguity, omission, defect or inconsistency of any such agreement, (ii) increase the amount or types of Debt covered by any such agreement that may be Incurred by an Issuer or a Guarantor that is subject to any such agreement (including with respect to any Intercreditor Agreement or Additional Intercreditor Agreement, the amendments addition of provisions relating to new Debt ranking junior in right of payment to the Notes), (iii) add Restricted Subsidiaries to the Intercreditor Agreement or supplements of an Additional Intercreditor Agreement, (iv) amend the Intercreditor Agreement or any Additional Intercreditor Agreement in accordance with the terms thereof or (v) make any other change to any such agreement that does not adversely affect the Holders in any material respect. The Parent Guarantor shall not otherwise direct the Trustee to enter into any amendment to any Intercreditor Agreement without the consent of the Holders of the majority in aggregate principal amount of the Notes then outstanding, except as otherwise permitted below under Article Nine, and the Parent Guarantor may only direct the Trustee to enter into any amendment to the extent such amendment does not impose any personal obligations on the Trustee or, in the opinion of the Trustee, adversely affect their respective rights, duties, liabilities or immunities under this Section 14.02Indenture, the Intercreditor Agreement or any Additional Intercreditor Agreement. (c) In relation to any Intercreditor Agreement or Additional Intercreditor Agreement, the Trustee shall consent on behalf of the Holders to the payment, repayment, purchase, repurchase, defeasance, acquisition, retirement or redemption of any obligations subordinated to the Notes thereby; provided, however, that such transaction would comply with Section 4.08. (d) Each Holder, by accepting a Note, shall be deemed to have agreed to and accepted the Collateral terms and conditions of the Intercreditor Agreement or any Additional Intercreditor Agreement (whether then entered into or entered into in the future pursuant to the provisions described herein) and to have directed the Trustee to enter into any such Additional Intercreditor Agreement. The Issuers shall make a copy of the Intercreditor Agreement or any Additional Intercreditor Agreement available for inspection by Holders during normal business hours on any Business Day upon prior written request at the offices of the Listing Agent, as the case may be, will be entitled to receive, and (subject to Sections 10.01 and 10.

Additional Intercreditor Agreements. (A) At the written request of the IssuerBorrower, without the consent of the Lenders, and at the time of, or prior to, the incurrence by the Borrower or its Restricted Subsidiaries of any Indebtedness that is expressly permitted under this Indenture to share the Collateral or that is otherwise (1) Senior Secured Debt permitted to be incurred pursuant to the covenant set forth under this Indenture“—Part II (General Undertakings and Mandatory Offers)—Incurrence of Indebtedness and Issuance of Preferred Stock” or (2) any Indebtedness the proceeds of which are used, in whole or in part, to refinance the Loan or Senior Secured Debt, the IssuerBorrower, the relevant Subsidiary GuarantorsRestricted Subsidiaries, the Trustee Agent and the Collateral Security Agent will (without the consent of Holders), to the extent authorized and permitted under the then-existing applicable Intercreditor Agreement(s), or any other relevant creditor representative or collateral agent shall enter into such amendments, supplements or agreements as necessary to add with the obligees holders of such Indebtedness and/or any representative(s(or their duly authorized representatives) thereof as party to the applicable Intercreditor Agreement(s), or an additional a new intercreditor agreement or a restatement, amendment or other modification of the existing Intercreditor Agreement (each such agreement, an “Additional Intercreditor Agreement”) on substantially the same terms as the Intercreditor Agreement (or terms not materially less favorable to the Lenders), including containing substantially the same terms with respect to release of Loan Guarantees, if any, and priority and release of any Permitted Collateral Liens from time to time; provided provided, however, that such amendments, supplements, agreements or such Additional Intercreditor Agreement will not impose any personal obligations on the Trustee Agent or the Collateral Security Agent or adversely affect the rights, duties, liabilities or immunities of the Trustee Agent or the Collateral Agent under the Indenture or any Intercreditor Agreement. (B) Security Agent. At the written direction of the Issuer Borrower and without the consent of the HoldersLenders, the Trustee Agent and the Collateral AgentSecurity Agent shall, to the extent authorized and permitted under the applicable Intercreditor Agreement, shall upon the written direction of the Issuer from time to time time, enter into one or more amendments to any Intercreditor Agreement or Additional Intercreditor Agreements or amendments or supplements of the Intercreditor Agreement(s) Agreement to: (1) cure any ambiguity, omission, defect or inconsistency therein; of any such agreement of a minor, technical or administrative nature, (2) increase the amount or types of Indebtedness permitted to be incurred or issued under this Indenture of the types covered thereby by any such agreement that may be incurred by the Issuer Borrower or any other Note Party Restricted Subsidiary that is subject thereto to any such agreement (including with respect to any Intercreditor Agreement or Additional Intercreditor Agreement, the addition of provisions relating to new IndebtednessIndebtedness ranking junior in right of payment to the Indebtedness under the Finance Documents; provided that such amendment is consistent with the preceding paragraph); , (3) add Subsidiary Guarantors thereto; Restricted Subsidiaries to the Intercreditor Agreement or Additional Intercreditor Agreement, (4) further secure the Notes (including implement any Additional Notes); Permitted Collateral Liens, (5) allow any successor Trustee and/or Collateral Agent to accede as a party thereto; amend the Intercreditor Agreement or Additional Intercreditor Agreement in accordance with the terms thereof or (6) make any other change to any such change thereto agreement that does not adversely affect the rights of holders of the Notes Lenders in any material respect; provided that such . The Borrower shall not otherwise direct the Agent or the Security Agent to enter into any amendment to any Intercreditor Agreement or Additional Intercreditor Agreement will without the consent of the Majority Lenders, except as otherwise permitted by this Agreement, and the Borrower may only direct the Agent and the Security Agent to enter into any amendment to the extent such amendment does not impose any personal obligations on the Trustee Agent or the Collateral Security Agent or adversely affect the their respective rights, duties, liabilities or immunities of the Trustee or the Collateral Agent under the Indenture Finance Documents or the Intercreditor Agreements. (C) In executing any execution Agreement or Additional Intercreditor Agreement. Each Lender shall be deemed to have agreed to and accepted the terms and conditions of the Intercreditor Agreement or any Additional Intercreditor Agreement and any amendment, restatement or other modification referred to in the amendments preceding paragraphs (whether then entered into or supplements of an entered into in the future pursuant to the provisions described herein) and to have directed the Agent and the Security Agent and any other relevant creditor representative or collateral agent to enter into any such Intercreditor Agreement in accordance with this Section 14.02, the Trustee and the Collateral Agent, as the case may be, will be entitled to receive, and (subject to Sections 10.01 and 10or Additional Intercreditor Agreement.

Additional Intercreditor Agreements. (Aa) At the request of the Issuer, at the time of, or prior to, the incurrence of any Indebtedness that is expressly permitted under this Indenture to share the Collateral or that is otherwise permitted to be incurred under this Indenture, the Issuer, the relevant Subsidiary Guarantors, the Trustee and the Collateral Agent will (without the consent of Holders), to the extent authorized and permitted under the then-existing applicable Intercreditor Agreement(s), enter into such amendments, supplements or agreements as necessary to add the obligees of such Indebtedness and/or any representative(s) thereof as party to the applicable Intercreditor Agreement(s), or an additional intercreditor agreement (each such agreement, an “Additional Intercreditor Agreement”); provided that such amendments, supplements, agreements or such Additional Intercreditor Agreement will not impose any personal obligations on the Trustee or the Collateral Agent or adversely affect the rights, duties, liabilities or immunities of the Trustee or the Collateral Agent under the Indenture or any Intercreditor Agreement. (B) At the written direction of the Issuer Parent Guarantor and without the consent of the Holders, in connection with the Incurrence by the Parent Guarantor or its Restricted Subsidiaries of any Debt permitted pursuant to Section 4.06, the Parent Guarantor, the relevant Restricted Subsidiaries, the Trustee and the Collateral AgentTrustee shall enter into with the Holders (or their duly authorized representatives) an intercreditor agreement (an “Additional Intercreditor Agreement”) or a restatement, to amendment or other modification of the extent authorized and permitted under the applicable existing Intercreditor Agreement, shall upon in each case on substantially the written direction same terms as the Intercreditor Agreement (or terms not materially less favorable to the Holders), including containing substantially the same terms with respect to release of Guarantees and priority and release of the Issuer from time to time enter into one or more Additional Intercreditor Agreements or amendments or supplements of the Intercreditor Agreement(s) to: (1) cure any ambiguity, omission, defect or inconsistency therein; (2) increase the amount of Indebtedness permitted to be incurred or issued under this Indenture of the types covered thereby that may be incurred by the Issuer or any other Note Party that is subject thereto (including the addition of provisions relating to new Indebtedness); (3) add Subsidiary Guarantors thereto; (4) further secure the Notes (including any Additional Notes); (5) allow any successor Trustee and/or Collateral Agent to accede as a party thereto; or (6) make any other such change thereto that does not adversely affect the rights of holders of the Notes in any material respectSecurity Interests; provided that such Additional Intercreditor Agreement will not impose any personal obligations on the Trustee or or, in the Collateral Agent or opinion of the Trustee, adversely affect the rights, duties, liabilities or immunities of the Trustee or the Collateral Agent under the this Indenture or the Intercreditor AgreementsAgreement. (Cb) In executing any execution At the request and direction of the Additional Parent Guarantor and without the consent of the Holders, the Trustee shall from time to time enter into one or more amendments to any Intercreditor Agreement to: (i) cure any ambiguity, omission, defect or inconsistency of any such agreement, (ii) increase the amount or types of Debt covered by any such agreement that may be Incurred by an Issuer or a Guarantor that is subject to any such agreement (including with respect to any Intercreditor Agreement or Additional Intercreditor Agreement, the amendments addition of provisions relating to new Debt ranking junior in right of payment to the Notes), (iii) add Restricted Subsidiaries to the Intercreditor Agreement or supplements of an Additional Intercreditor Agreement, (iv) amend the Intercreditor Agreement or any Additional Intercreditor Agreement in accordance with the terms thereof or (v) make any other change to any such agreement that does not adversely affect the Holders in any material respect. The Parent Guarantor shall not otherwise direct the Trustee to enter into any amendment to any Intercreditor Agreement without the consent of the Holders of the majority in aggregate principal amount of the Notes then outstanding, except as otherwise permitted below under Article Nine, and the Parent Guarantor may only direct the Trustee to enter into any amendment to the extent such amendment does not impose any personal obligations on the Trustee or, in the opinion of the Trustee, adversely affect their respective rights, duties, liabilities or immunities under this Section 14.02Indenture, the Intercreditor Agreement or any Additional Intercreditor Agreement. (c) In relation to any Intercreditor Agreement or Additional Intercreditor Agreement, the Trustee shall consent on behalf of the Holders to the payment, repayment, purchase, repurchase, defeasance, acquisition, retirement or redemption of any obligations subordinated to the Notes thereby; provided, however, that such transaction would comply with Section 4.08. (d) Each Holder, by accepting a Note, shall be deemed to have agreed to and accepted the Collateral terms and conditions of the Intercreditor Agreement or any Additional Intercreditor Agreement (whether then entered into or entered into in the future pursuant to the provisions described herein) and to have directed the Trustee to enter into any such Additional Intercreditor Agreement. The Issuers shall make a copy of the Intercreditor Agreement or any Additional Intercreditor Agreement available for inspection by Holders during normal business hours on any Business Day upon prior written request at the offices of the Listing Agent, as the case may be, will be entitled to receive, and (subject to Sections 10.01 and 10.

Additional Intercreditor Agreements. (Aa) At the request of the Issuer, at the time of, or prior to, the incurrence of any Indebtedness that is expressly permitted under this Indenture to share the Collateral or that is otherwise permitted to be incurred under this Indenture, the Issuer, the relevant Subsidiary Guarantors, the Trustee and the Collateral Agent will (without the consent of Holders), to the extent authorized and permitted under the then-existing applicable Intercreditor Agreement(s), enter into such amendments, supplements or agreements as necessary to add the obligees of such Indebtedness and/or any representative(s) thereof as party to the applicable Intercreditor Agreement(s), or an additional intercreditor agreement (each such agreement, an “Additional Intercreditor Agreement”); provided that such amendments, supplements, agreements or such Additional Intercreditor Agreement will not impose any personal obligations on the Trustee or the Collateral Agent or adversely affect the rights, duties, liabilities or immunities of the Trustee or the Collateral Agent under the Indenture or any Intercreditor Agreement. (B) At the written direction of the Issuer Parent Guarantor and without the consent of the Holders, in connection with the Incurrence by the Parent Guarantor or its Restricted Subsidiaries of any Debt permitted pursuant to Section 4.06(a) or clause (b)(i), (b)(ii), (b)(vi) (other than with respect to Capitalized Lease Obligations), (b)(viii), (b)(ix), (b)(x), (b)(xiii), (b)(xiv), (b)(xv) or (b)(xviii) of Section 4.06, the Parent Guarantor, the relevant Restricted Subsidiaries, the Trustee and the Collateral AgentSecurity Agent shall enter into with the Holders (or their duly authorized representatives) an intercreditor agreement (an “Additional Intercreditor Agreement”) or a restatement, to amendment or other modification of the extent authorized and permitted under the applicable existing Intercreditor Agreement, shall upon in each case on substantially the written direction same terms as the Intercreditor Agreement (or terms not materially less favorable to the Holders), including containing substantially the same terms with respect to release of Guarantees and priority and release of the Issuer from time to time enter into one or more Additional Intercreditor Agreements or amendments or supplements of the Intercreditor Agreement(s) to: (1) cure any ambiguity, omission, defect or inconsistency therein; (2) increase the amount of Indebtedness permitted to be incurred or issued under this Indenture of the types covered thereby that may be incurred by the Issuer or any other Note Party that is subject thereto (including the addition of provisions relating to new Indebtedness); (3) add Subsidiary Guarantors thereto; (4) further secure the Notes (including any Additional Notes); (5) allow any successor Trustee and/or Collateral Agent to accede as a party thereto; or (6) make any other such change thereto that does not adversely affect the rights of holders of the Notes in any material respectSecurity Interests; provided that such Additional Intercreditor Agreement will not impose any personal obligations on the Trustee or Security Agent or, in the Collateral Agent opinion of the Trustee or Security Agent, as applicable, adversely affect the rights, duties, liabilities or immunities of the Trustee or the Collateral Security Agent under the this Indenture or the Intercreditor AgreementsAgreement. (Cb) In executing any execution At the request and direction of the Additional Parent Guarantor and without the consent of the Holders, the Trustee and the Security Agent shall from time to time enter into one or more amendments to any Intercreditor Agreement to: (i) cure any ambiguity, omission, defect or inconsistency of any such agreement, (ii) increase the amount or types of Debt covered by any such agreement that may be Incurred by an Issuer or a Guarantor that is subject to any such agreement (including with respect to any Intercreditor Agreement or Additional Intercreditor Agreement, the amendments addition of provisions relating to new Debt ranking junior in right of payment to the Notes), (iii) add Restricted Subsidiaries to the Intercreditor Agreement or supplements an Additional Intercreditor Agreement, (iv) further secure the Notes (including Additional Notes), (v) make provision for equal and ratable pledges of an the Collateral to secure Additional Notes, (vi) implement any Permitted Collateral Liens, (vii) amend the Intercreditor Agreement or any Additional Intercreditor Agreement in accordance with this Section 14.02the terms thereof or (viii) make any other change to any such agreement that does not adversely affect the Holders in any material respect. The Parent Guarantor shall not otherwise direct the Trustee or the Security Agent to enter into any amendment to any Intercreditor Agreement without the consent of the Holders of the majority in aggregate principal amount of the Notes then outstanding, except as otherwise permitted below under Article Nine, and the Parent Guarantor may only direct the Trustee and the Collateral Security Agent to enter into any amendment to the extent such amendment does not impose any personal obligations on the Trustee or Security Agent or, in the opinion of the Trustee or Security Agent, adversely affect their respective rights, duties, liabilities or immunities under this Indenture or the Intercreditor Agreement or any Additional Intercreditor Agreement. (c) In relation to any Intercreditor Agreement or Additional Intercreditor Agreement, the Trustee (and Security Agent, if applicable) shall consent on behalf of the Holders to the payment, repayment, purchase, repurchase, defeasance, acquisition, retirement or redemption of any obligations subordinated to the Notes thereby; provided, however, that such transaction would comply with Section 4.08. Each Holder, by accepting a Note, shall be deemed to have agreed to and accepted the terms and conditions of the Intercreditor Agreement or any Additional Intercreditor Agreement (whether then entered into or entered into in the future pursuant to the provisions described herein) and to have directed the Trustee or Security Agent, as applicable, to enter into any such Additional Intercreditor Agreement. The Issuers shall make a copy of the case may be, will be entitled to receive, and (subject to Sections 10.01 and 10Intercreditor Agreement or any Additional Intercreditor Agreement available for inspection by Holders during normal business hours on any Business Day upon prior written request at the offices of the Listing Agent.

Additional Intercreditor Agreements. (A) At the request of the Issuer, at the time of, or prior to, in connection with the incurrence by the Issuer or its Restricted Subsidiaries of any Indebtedness that is expressly permitted under this Indenture to share the Collateral or that is otherwise permitted to be incurred under this IndentureIndebtedness, the Issuer, the relevant Subsidiary GuarantorsRestricted Subsidiaries, the Trustee and the Collateral Security Agent will (without the consent of Holders), to the extent authorized and permitted under the then-existing applicable Intercreditor Agreement(s), shall enter into such amendments, supplements or agreements as necessary to add with the obligees holders of such Indebtedness and/or any representative(s(or their duly authorized representatives) thereof as party to the applicable Intercreditor Agreement(s), or an additional intercreditor agreement or a restatement, amendment or other modification of the existing Intercreditor Agreement (each such agreement, an “Additional Intercreditor Agreement”); provided that such amendments, supplements, agreements or such Additional ) on substantially the same terms as the Intercreditor Agreement will (or terms not impose any personal obligations on the Trustee or the Collateral Agent or adversely affect the rights, duties, liabilities or immunities of the Trustee or the Collateral Agent under the Indenture or any Intercreditor Agreement. (B) At the written direction of the Issuer and without the consent of materially less favorable to the Holders), including containing substantially the Trustee same terms with respect to release of Guarantees and priority and release of security interests in the Collateral Agent, to the extent authorized and permitted under the applicable Intercreditor Agreement, shall upon the written direction of the Issuer from time to time enter into one or more Additional Intercreditor Agreements or amendments or supplements of the Intercreditor Agreement(s) to: (1) cure any ambiguity, omission, defect or inconsistency therein; (2) increase the amount of Indebtedness permitted to be incurred or issued under this Indenture of the types covered thereby that may be incurred by the Issuer or any other Note Party that is subject thereto (including the addition of provisions relating to new Indebtedness); (3) add Subsidiary Guarantors thereto; (4) further secure the Notes (including any Additional Notes); (5) allow any successor Trustee and/or Collateral Agent to accede as a party thereto; or (6) make any other such change thereto that does not adversely affect the rights of holders of the Notes in any material respectCollateral; provided that such Additional Intercreditor Agreement will not impose any personal obligations on the Trustee or Security Agent or, in the Collateral Agent opinion of the Trustee or Security Agent, as applicable, adversely affect the rights, duties, liabilities or immunities of the Trustee or the Collateral Security Agent under the this Indenture or the Intercreditor Agreements. (C) In executing any execution Agreement; it being understood that, for the avoidance of doubt, an increase in the amount of Indebtedness being subject to the terms of the Intercreditor Agreement or Additional Intercreditor Agreement will be deemed to be on substantially similar terms to the Intercreditor Agreement and will be deemed not to adversely affect the rights of the Holders and will be permitted by this provision if, in each case, the incurrence of such Indebtedness (and any Lien in its favor) is permitted by the covenants described under Section 4.06 and Section 4.08. At the direction of the Issuer and without the consent of Holders, the Trustee and the Security Agent shall from time to time enter into one or more amendments to any Intercreditor Agreement or any Additional Intercreditor Agreement to: (1) cure any ambiguity, omission, defect, manifest error or inconsistency of any such agreement, (2) increase the amendments amount or supplements types of Indebtedness covered by any such agreement that may be incurred by the Issuer or any Restricted Subsidiary that is subject to any such agreement (including with respect to any Intercreditor Agreement or Additional Intercreditor Agreement, the addition of provisions relating to new Indebtedness ranking junior in right of payment to the Notes), (3) add Restricted Subsidiaries or Guarantors to the Intercreditor Agreement or an Additional Intercreditor Agreement, (4) further secure the Notes (including Additional Notes) and the Guarantees, (5) make provision for equal and ratable pledges of the Collateral to secure Additional Notes, (6) implement any Permitted Collateral Liens, (7) amend the Intercreditor Agreement or any Additional Intercreditor Agreement in accordance with this the terms thereof or (8) make any other change to any such agreement that does not adversely affect the Holders in any material respect. The Issuer shall not otherwise direct the Trustee or the Security Agent to enter into any amendment to the Intercreditor Agreement or any Additional Intercreditor Agreement, except as otherwise permitted under Section 14.02[9.02], and the Issuer may only direct the Trustee and the Collateral Security Agent to enter into any amendment to the extent such amendment does not impose any personal obligations on the Trustee or Security Agent or, in the opinion of the Trustee or the Security Agent, as applicable, adversely affect their respective rights, duties, liabilities or immunities under this Indenture or the case may beIntercreditor Agreement or an Additional Intercreditor Agreement. In relation to the Intercreditor Agreement or any Additional Intercreditor Agreement, will be entitled the Trustee (and Security Agent, if applicable) shall consent on behalf of the Holders to receivethe payment, and (subject repayment, purchase, repurchase, defeasance, acquisition, retirement or redemption of any obligations subordinated to Sections 10.01 and 10the Notes thereby; provided, however, that such transaction would comply with Section 4.07.

Additional Intercreditor Agreements. (Aa) At the request of the Issuer, at the time of, or prior to, the incurrence of any Indebtedness that is expressly permitted under this Indenture to share the Collateral or that is otherwise permitted to be incurred under this Indenture, the Issuer, the relevant Subsidiary Guarantors, the Trustee and the Collateral Agent will (without the consent of Holders), to the extent authorized and permitted under the then-existing applicable Intercreditor Agreement(s), enter into such amendments, supplements or agreements as necessary to add the obligees of such Indebtedness and/or any representative(s) thereof as party to the applicable Intercreditor Agreement(s), or an additional intercreditor agreement (each such agreement, an “Additional Intercreditor Agreement”); provided that such amendments, supplements, agreements or such Additional Intercreditor Agreement will not impose any personal obligations on the Trustee or the Collateral Agent or adversely affect the rights, duties, liabilities or immunities of the Trustee or the Collateral Agent under the Indenture or any Intercreditor Agreement. (B) At the written direction of the Issuer Parent Guarantor and without the consent of the Holders, in connection with the incurrence by the Parent Guarantor or its Restricted Subsidiaries of any Permitted Debt, the Parent Guarantor, the relevant Restricted Subsidiaries, the Trustee and the Collateral AgentSecurity Agent shall enter into with the Holders (or their duly authorized representatives) an intercreditor agreement (an “Additional Intercreditor Agreement”) or a restatement, to amendment or other modification of the extent authorized and permitted under the applicable existing Intercreditor Agreement, shall upon in each case on substantially the written direction of the Issuer from time to time enter into one or more Additional Intercreditor Agreements or amendments or supplements of same terms as the Intercreditor Agreement(s) to: (1) cure any ambiguity, omission, defect Agreement or inconsistency therein; (2) increase terms not violating the amount terms of Indebtedness permitted to be incurred or issued under this Indenture of the types (for such matters covered thereby that may be incurred by the Issuer this Indenture) or any other Note Party that is subject thereto (including the addition of provisions relating to new Indebtedness); (3) add Subsidiary Guarantors thereto; (4) further secure the Notes (including any Additional Notes); (5) allow any successor Trustee and/or Collateral Agent to accede as a party thereto; or (6) make any other such change thereto that does terms not affecting adversely affect the rights of holders the Holders of the Notes in any material respectrespects (for such matters not covered by this Indenture), including containing substantially the same terms with respect to release of Guarantees and priority and release of the Security Interests; provided that such Additional Intercreditor Agreement will not impose any personal obligations on the Trustee or Security Agent or, in the Collateral Agent opinion of the Trustee or Security Agent, as applicable, adversely affect the rights, duties, liabilities or immunities of the Trustee or the Collateral Security Agent under the this Indenture or the Intercreditor AgreementsAgreement. (Cb) In executing any execution At the request and direction of the Additional Intercreditor Agreement or Parent Guarantor and without the amendments or supplements consent of an Intercreditor Agreement in accordance with this Section 14.02the Holders, the Trustee and the Collateral Security Agent shall from time to time enter into one or more amendments to any Intercreditor Agreement to: (i) cure any ambiguity, omission, defect or inconsistency of any such (c) In relation to any Intercreditor Agreement or Additional Intercreditor Agreement, the Trustee (and Security Agent, if applicable) shall consent on behalf of the Holders to the payment, repayment, purchase, repurchase, defeasance, acquisition, retirement or redemption of any obligations subordinated to the Notes thereby; provided, however, that such transaction would comply with Section 4.08. (d) Each Holder, by accepting a Note, shall be deemed to have agreed to and accepted the terms and conditions of the Intercreditor Agreement or any Additional Intercreditor Agreement (whether then entered into or entered into in the future pursuant to the provisions described in this Section 4.13) and to have directed the Trustee or Security Agent, as applicable, to enter into any such Additional Intercreditor Agreement. The Issuers shall make a copy of the case may be, will be entitled to receive, and (subject to Sections 10.01 and 10Intercreditor Agreement or any Additional Intercreditor Agreement available for inspection by Holders during normal business hours on any Business Day upon prior written request at the offices of the Listing Agent.

Additional Intercreditor Agreements. (Aa) At Each party hereto agrees that the request of the Issuer, at the time of, or prior to, the incurrence of any Indebtedness that is expressly permitted under this Indenture to share the Collateral or that is otherwise permitted to be incurred under this Indenture, the Issuer, the relevant Subsidiary Guarantors, the Trustee First Lien Claimholders (as among themselves) and the Collateral Agent will Second Lien Claimholders (without the consent of Holders), to the extent authorized and permitted under the then-existing applicable Intercreditor Agreement(s), as among themselves) may each enter into such amendments, supplements intercreditor agreements (or agreements as necessary to add the obligees of such Indebtedness and/or any representative(ssimilar arrangements) thereof as party to with the applicable Intercreditor Agreement(s), First Lien Collateral Agents or an additional intercreditor agreement (each such agreement, an “Additional Intercreditor Agreement”); provided that such amendments, supplements, agreements or such Additional Intercreditor Agreement will not impose any personal obligations on the Trustee or the Second Lien Collateral Agent or adversely affect the rights, duties, liabilities or immunities of the Trustee or the Collateral Agent under the Indenture or any Intercreditor Agreement. (B) At the written direction of the Issuer and without the consent of the Holders, the Trustee and the Collateral Agent, to the extent authorized and permitted under the applicable Intercreditor Agreement, shall upon the written direction of the Issuer from time to time enter into one or more Additional Intercreditor Agreements or amendments or supplements of the Intercreditor Agreement(s) to: (1) cure any ambiguity, omission, defect or inconsistency therein; (2) increase the amount of Indebtedness permitted to be incurred or issued under this Indenture of the types covered thereby that may be incurred by the Issuer or any other Note Party that is subject thereto (including the addition of provisions relating to new Indebtedness); (3) add Subsidiary Guarantors thereto; (4) further secure the Notes (including any Additional Notes); (5) allow any successor Trustee and/or Collateral Agent to accede as a party thereto; or (6) make any other such change thereto that does not adversely affect the rights of holders of the Notes in any material respect; provided that such Additional Intercreditor Agreement will not impose any personal obligations on the Trustee or the Collateral Agent or adversely affect the rights, duties, liabilities or immunities of the Trustee or the Collateral Agent under the Indenture or the Intercreditor Agreements. (C) In executing any execution of the Additional Intercreditor Agreement or the amendments or supplements of an Intercreditor Agreement in accordance with this Section 14.02, the Trustee and the Collateral AgentAgents, as the case may be, will governing the rights, benefits and privileges as among the First Lien Claimholders in respect of any or all of the First Lien Collateral, this Agreement and the First Lien Collateral Documents or as among the Second Lien Claimholders in respect of any or all of the Second Lien Collateral, this Agreement or the Second Lien Collateral Documents, as the case may be, including as to the application of proceeds of any Collateral, voting rights, control of any Collateral and waivers with respect to any Collateral, in each case so long as the terms thereof do not violate or conflict with the terms of this Agreement or the First Lien Documents or the Second Lien Financing Documents, as applicable. In any event, if a respective intercreditor agreement (or similar arrangement) exists, the provisions thereof shall not be entitled (or be construed to receivebe) an amendment, modification or other change to this Agreement or any other First Lien Document or Second Lien Financing Document, and the provisions of this Agreement and the other First Lien Documents and Second Lien Financing Documents shall remain in full force and effect in accordance with the terms hereof and thereof (subject as such provisions may be amended, modified or otherwise supplemented from time to Sections 10.01 time in accordance with the terms thereof, including to give effect to any intercreditor agreement (or similar arrangement)). (b) In the event that the Borrower or any of its subsidiaries incurs any obligations in respect of Indebtedness that is permitted by the then extant First Lien Documents and 10the Second Lien Financing Documents to be secured by a Lien on any Collateral that is junior to the Liens thereon securing any First Lien Obligations and such obligations are not designated by the Borrower as Second Lien Obligations, then the First Lien Collateral Agents and/or the Second Lien Collateral Agents shall upon the request of the Borrower enter into an “Acceptable Intercreditor Agreement” (as defined in the First Lien Credit Agreement and the Second Lien Credit Agreement on the date hereof) with the holders of such other obligations (or their agent, trustee or other representative) to reflect the relative Lien priorities of such parties with respect to the Collateral (or the relevant portion thereof) and governing the relative rights, benefits and privileges as among such parties in respect of such Collateral, including as to application of the proceeds of such Collateral, voting rights, control of such Collateral and waivers with respect to such Collateral, in each case, so long as such secured obligations are not prohibited by, and the terms of such Acceptable Intercreditor Agreement do not violate or conflict with, the provisions of this Agreement or any of the First Lien Documents or Second Lien Financing Documents, as the case may be. If any such Acceptable Intercreditor Agreement (or similar arrangement) is entered into, the provisions thereof shall not be (or be construed to be) an amendment, modification or other change to this Agreement or any First Lien Documents or Second Lien Financing Documents, and the provisions of this Agreement, the First Lien Documents and the Second Lien Financing Documents shall remain in full force and effect in accordance with the terms hereof and thereof (as such provisions may be amended, modified or otherwise supplemented from time to time in accordance with the respective terms thereof, including to give effect to any Acceptable Intercreditor Agreement (or similar arrangement)) and in the event of any conflict between the terms of this Agreement and the terms of such Acceptable Intercreditor Agreement as it relates to the First Lien Claimholders on the one hand and the Second Lien Claimholders on the other hand, the provisions of this Agreement shall govern and control.

Additional Intercreditor Agreements. (Aa) At the request of the Issuer, at the time of, or prior to, the incurrence of any Indebtedness that is expressly permitted under this Indenture to share the Collateral or that is otherwise permitted to be incurred under this Indenture, the Issuer, the relevant Subsidiary Guarantors, the Trustee and the Collateral Agent will (without the consent of Holders), to the extent authorized and permitted under the then-existing applicable Intercreditor Agreement(s), enter into such amendments, supplements or agreements as necessary to add the obligees of such Indebtedness and/or any representative(s) thereof as party to the applicable Intercreditor Agreement(s), or an additional intercreditor agreement (each such agreement, an “Additional Intercreditor Agreement”); provided that such amendments, supplements, agreements or such Additional Intercreditor Agreement will not impose any personal obligations on the Trustee or the Collateral Agent or adversely affect the rights, duties, liabilities or immunities of the Trustee or the Collateral Agent under the Indenture or any Intercreditor Agreement. (B) At the written direction of the Issuer Parent Guarantor and without the consent of the Holders, in connection with the Incurrence by the Parent Guarantor or its Restricted Subsidiaries of any Permitted Debt, the Parent Guarantor, the relevant Restricted Subsidiaries and the Trustee and shall enter into with the Collateral AgentHolders (or their duly authorized representatives) an intercreditor agreement (an “Additional Intercreditor Agreement”) or a restatement, to amendment or other modification of the extent authorized and permitted under the applicable existing Intercreditor Agreement, shall upon in each case on substantially the written direction of the Issuer from time to time enter into one or more Additional Intercreditor Agreements or amendments or supplements of same terms as the Intercreditor Agreement(s) to: (1) cure any ambiguity, omission, defect Agreement or inconsistency therein; (2) increase terms not violating the amount terms of Indebtedness permitted to be incurred or issued under this Indenture of the types (for such matters covered thereby that may be incurred by the Issuer this Indenture) or any other Note Party that is subject thereto (including the addition of provisions relating to new Indebtedness); (3) add Subsidiary Guarantors thereto; (4) further secure the Notes (including any Additional Notes); (5) allow any successor Trustee and/or Collateral Agent to accede as a party thereto; or (6) make any other such change thereto that does terms not affecting adversely affect the rights of the holders of the Notes in any material respectrespects (for such matters not covered by this Indenture), including containing substantially the same terms with respect to release of Guarantees; provided that such Additional Intercreditor Agreement will not impose any personal obligations on the Trustee or or, in the Collateral Agent or opinion of the Trustee, adversely affect the rights, duties, liabilities or immunities of the Trustee or the Collateral Agent under the this Indenture or the Intercreditor AgreementsAgreement. (Cb) In executing any execution At the request and direction of the Additional Parent Guarantor and without the consent of the Holders, the Trustee shall from time to time enter into one or more amendments to any Intercreditor Agreement to: (i) cure any ambiguity, omission, defect or inconsistency of any such agreement, (ii) increase the amount or types of Debt covered by any such agreement that may be Incurred by an Issuer or a Guarantor that is subject to any such agreement (including with respect to any Intercreditor Agreement or Additional Intercreditor Agreement, the amendments addition of provisions relating to new Debt ranking junior in right of payment to the Notes), (iii) add Restricted Subsidiaries to the Intercreditor Agreement or supplements of an Additional Intercreditor Agreement, (iv) amend the Intercreditor Agreement or any Additional Intercreditor Agreement in accordance with the terms thereof or (v) make any other change to any such agreement that does not violate the terms of this Section 14.02Indenture. The Parent Guarantor shall not otherwise direct the Trustee to enter into any amendment to any Intercreditor Agreement without the consent of the Holders of the majority in aggregate (c) In relation to any Intercreditor Agreement or Additional Intercreditor Agreement, the Trustee shall consent on behalf of the Holders to the payment, repayment, purchase, repurchase, defeasance, acquisition, retirement or redemption of any obligations subordinated to the Notes thereby; provided, however, that such transaction would comply with Section 4.08. (d) Each Holder, by accepting a Note, shall be deemed to have agreed to and accepted the Collateral terms and conditions of the Intercreditor Agreement or any Additional Intercreditor Agreement (whether then entered into or entered into in the future pursuant to the provisions of this Section 4.13) and to have directed the Trustee to enter into any such Additional Intercreditor Agreement. The Issuers shall make a copy of the Intercreditor Agreement or any Additional Intercreditor Agreement available for inspection by Holders during normal business hours on any Business Day upon prior written request at the offices of the Listing Agent, as the case may be, will be entitled to receive, and (subject to Sections 10.01 and 10.

Additional Intercreditor Agreements. (Aa) At the request of the Issuer, at the time of, or prior to, the incurrence of any Indebtedness that is expressly permitted under this Indenture to share the Collateral or that is otherwise permitted to be incurred under this Indenture, the Issuer, the relevant Subsidiary Guarantors, the Trustee and the Collateral Agent will (without the consent of Holders), to the extent authorized and permitted under the then-existing applicable Intercreditor Agreement(s), enter into such amendments, supplements or agreements as necessary to add the obligees of such Indebtedness and/or any representative(s) thereof as party to the applicable Intercreditor Agreement(s), or an additional intercreditor agreement (each such agreement, an “Additional Intercreditor Agreement”); provided that such amendments, supplements, agreements or such Additional Intercreditor Agreement will not impose any personal obligations on the Trustee or the Collateral Agent or adversely affect the rights, duties, liabilities or immunities of the Trustee or the Collateral Agent under the Indenture or any Intercreditor Agreement. (B) At the written direction of the Issuer Parent Guarantor and without the consent of the Holders, in connection with the Incurrence by the Parent Guarantor or its Restricted Subsidiaries of any Permitted Debt, the Parent Guarantor, the relevant Restricted Subsidiaries, the Trustee and the Collateral AgentSecurity Agent shall enter into with the Holders (or their duly authorized representatives) an intercreditor agreement (an “Additional Intercreditor Agreement”) or a restatement, to amendment or other modification of the extent authorized and permitted under the applicable existing Intercreditor Agreement, shall upon in each case on substantially the written direction of the Issuer from time to time enter into one or more Additional Intercreditor Agreements or amendments or supplements of same terms as the Intercreditor Agreement(s) to: (1) cure any ambiguity, omission, defect Agreement or inconsistency therein; (2) increase on terms not violating the amount terms of Indebtedness permitted to be incurred or issued under this Indenture of the types (for such matters covered thereby that may be incurred by the Issuer this Indenture) or any other Note Party that is subject thereto (including the addition of provisions relating to new Indebtedness); (3) add Subsidiary Guarantors thereto; (4) further secure the Notes (including any Additional Notes); (5) allow any successor Trustee and/or Collateral Agent to accede as a party thereto; or (6) make any other such change thereto that does terms not affecting adversely affect the rights of holders the Holders of the Notes in any material respectrespects (for such matters not covered by this Indenture), including containing substantially the same terms with respect to release of Guarantees and priority and release of the Security Interests; provided that such Additional Intercreditor Agreement will not impose any personal obligations on the Trustee or Security Agent or, in the Collateral Agent opinion of the Trustee or Security Agent, as applicable, adversely affect the rights, duties, liabilities or immunities of the Trustee or the Collateral Security Agent under the this Indenture or the Intercreditor AgreementsAgreement. (Cb) In executing any execution At the request and direction of the Additional Parent Guarantor and without the consent of the Holders, the Trustee and the Security Agent shall from time to time enter into one or more amendments to any Intercreditor Agreement to: (i) cure any ambiguity, omission, defect or inconsistency of any such agreement, (ii) increase the amount or types of Debt covered by any such agreement that may be Incurred by an Issuer or a Guarantor that is subject to any such agreement (including with respect to any Intercreditor Agreement or Additional Intercreditor Agreement, the amendments addition of provisions relating to new Debt ranking junior in right of payment to the Notes), (iii) add Restricted Subsidiaries to the Intercreditor Agreement or supplements an Additional Intercreditor Agreement, (iv) further secure the Notes (including Additional Notes), (v) make provision for equal and ratable pledges of an the Collateral to secure Additional Notes, (vi) implement any Permitted Collateral Liens, (vii) amend the Intercreditor Agreement or any Additional Intercreditor Agreement in accordance with the terms thereof or (viii) make any other change to any such agreement that does not violate the terms of this Section 14.02Indenture. The Parent Guarantor shall not otherwise direct the Trustee or the Security Agent to enter into any amendment to any Intercreditor Agreement without the consent of the Holders of the majority in aggregate principal amount of the Notes then outstanding, except as otherwise permitted below under Article Nine, and the Parent Guarantor may only direct the Trustee and the Collateral Security Agent to enter into any amendment to the extent such amendment does not impose any personal obligations on the Trustee or Security Agent or, in the opinion of the Trustee or Security Agent, adversely affect their respective rights, duties, liabilities or immunities under this Indenture or the Intercreditor Agreement or any Additional Intercreditor Agreement. (c) In relation to any Intercreditor Agreement or Additional Intercreditor Agreement, the Trustee (and Security Agent, if applicable) shall consent on behalf of the Holders to the payment, repayment, purchase, repurchase, defeasance, acquisition, retirement or redemption of any obligations subordinated to the Notes thereby; provided, however, that such transaction would comply with Section 4.08. (d) Each Holder, by accepting a Note, shall be deemed to have agreed to and accepted the terms and conditions of the Intercreditor Agreement or any Additional Intercreditor Agreement (whether then entered into or entered into in the future pursuant to the provisions described in this Section 4.13) and to have directed the Trustee or Security Agent, as applicable, to enter into any such Additional Intercreditor Agreement. The Issuers shall make a copy of the case may be, will be entitled to receive, and (subject to Sections 10.01 and 10Intercreditor Agreement or any Additional Intercreditor Agreement available for inspection by Holders during normal business hours on any Business Day upon prior written request at the offices of the Listing Agent.

Additional Intercreditor Agreements. (Aa) At The Indenture will provide that, at the request of KP Parent, in connection with the Issuer, at the time of, Incurrence by KP Parent or prior to, the incurrence its Restricted Subsidiaries of any Indebtedness that is expressly permitted under this Indenture to share the Collateral or that is otherwise permitted to be incurred under this Indenturesecured pursuant to clauses (1) and (2) of the definition of “Permitted Liens” or pursuant to clauses (1), (2) or (3) of the definition of “Permitted Collateral Liens”, KP Parent, the Issuer, the relevant Subsidiary Guarantors, Restricted Subsidiaries and the Trustee and the Collateral Agent will (without the consent of Holders), to the extent authorized and permitted under the then-existing applicable Intercreditor Agreement(s), shall enter into such amendments, supplements or agreements as necessary to add with the obligees holders of such Indebtedness and/or any representative(s(or their duly authorized Representatives) thereof as party to the applicable Intercreditor Agreement(s), or an additional intercreditor agreement (each such agreement, an “Additional Intercreditor Agreement”) or a restatement, amendment or other modification of the existing Intercreditor Agreement on substantially the same terms as the Intercreditor Agreement (or terms not materially less favorable to the Holders), including containing substantially the same terms with respect to release of Notes Guarantees; provided that such amendments(i) any Indebtedness permitted to be secured pursuant to clauses (1) or (2) of the definition of “Permitted Liens” with aggregate commitments and outstanding obligations at the time of initial incurrence of at least €50.0 million (including the amount of all undrawn commitments and matured and contingent reimbursement obligations pursuant to letters of credit thereunder) will benefit from the ability to cause the release of Notes Guarantees and Collateral, supplements, agreements or (ii) such Additional Intercreditor Agreement will not impose any personal obligations on the Trustee or or, in the Collateral Agent or opinion of the Trustee, adversely affect the rights, duties, liabilities liabilities, indemnities or immunities of the Trustee under this Indenture or the Collateral Agent under Intercreditor Agreement and (iii) if more than one such intercreditor agreement is outstanding at any one time, the Indenture or any Intercreditor Agreementcollective terms of such intercreditor agreements must not conflict. (Bb) At the written direction of the Issuer KP Parent and without the consent of the Holders, the Trustee and the Collateral Agent, to the extent authorized and permitted under the applicable Intercreditor Agreement, shall upon the written direction of the Issuer from time to time enter into one or more Additional amendments to any Intercreditor Agreements or amendments or supplements of the Intercreditor Agreement(s) Agreement to: (1i) cure any ambiguity, omission, defect or inconsistency therein; of any such agreement, (2ii) increase the amount or types of Indebtedness permitted to be incurred or issued under this Indenture of the types covered thereby by any such agreement that may be incurred Incurred by the Issuer KP Parent or any other Note Party Restricted Subsidiary that is subject thereto to any such agreement (including with respect to any Intercreditor Agreement or Additional Intercreditor Agreement, the addition of provisions relating to new IndebtednessIndebtedness ranking junior in right of payment to the Notes); , (3iii) add Subsidiary Guarantors thereto; Restricted Subsidiaries to the Intercreditor Agreement or an Additional Intercreditor Agreement, (4iv) further secure amend the Notes (including Intercreditor Agreement or any Additional Notes); (5) allow any successor Trustee and/or Collateral Agent to accede as a party thereto; Intercreditor Agreement in accordance with the terms thereof or (6v) make any other change to any such change thereto agreement that does not adversely affect the rights of holders of the Notes Holders in any material respect; provided that such Additional . KP Parent shall not otherwise direct the Trustee to enter into any amendment to any Intercreditor Agreement will without the consent of the Holders of the majority in aggregate principal amount of the Notes then outstanding, except as otherwise permitted by Article IX, and KP Parent may only direct the Trustee to enter into any amendment to the extent such amendment does not impose any personal obligations on the Trustee or or, in the Collateral Agent or opinion of the Trustee, adversely affect the their respective rights, duties, liabilities or immunities of the Trustee or the Collateral Agent under the this Indenture or the Intercreditor AgreementsAgreement or any Additional Intercreditor Agreement. (Cc) In executing relation to any execution Intercreditor Agreement or Additional Intercreditor Agreement, prior to the taking of any Enforcement Action (as defined in the Intercreditor Agreement) the Trustee shall consent on behalf of the Holders to the payment, repayment, purchase, repurchase, defeasance, acquisition, retirement or redemption of any obligations subordinated to the Notes thereby; provided, however, that such transaction would comply with Section 4.02. (d) Each Holder, by accepting a Note, shall be deemed to have agreed to and accepted the terms and conditions of the Intercreditor Agreement or any Additional Intercreditor Agreement (whether then entered into or entered into in the amendments or supplements future pursuant to the provisions described herein) and to have directed the Trustee to enter into any such Additional Intercreditor Agreement. A copy of an the Intercreditor Agreement in accordance with this Section 14.02, the Trustee and the Collateral Agent, as the case may be, or any Additional Intercreditor Agreement will be entitled to receive, and (subject to Sections 10.01 and 10made available for inspection during normal business hours on any Business Day upon prior written request at our offices or at the offices of the listing agent.