Common use of Amendments, Waivers and Supplemental Indentures Without Consent of Holders Clause in Contracts

Amendments, Waivers and Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, when authorized by a Board Resolution, the Company and each Guarantor, and the Trustee, at any time and from time to time, may together amend, waive or supplement this Indenture or the Securities, for any of the following purposes: (i) to evidence the succession of another Person to the Company or a Guarantor and the assumption by any such successor of the covenants of the Company or such Guarantor herein and in the Securities or such Guarantor’s Guarantee and to evidence the assumption of obligations under this Indenture; (ii) to add to the covenants of the Company or a Guarantor for the benefit of the Holders, or to surrender any right or power herein conferred upon the Company or a Guarantor; (iii) to secure the Securities; (iv) to comply with any requirements of the Commission in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act; or (v) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture which shall not be inconsistent with the provisions of this Indenture; provided, however, that (a) such amendment, waiver or supplement does not adversely affect the rights of any Holder of Securities and (b) the Company shall have delivered to the Trustee an Opinion of Counsel and Officer’s Certificate stating that such action pursuant to clauses (i), (ii), (iii), (iv) or (v) above is permitted by this Indenture. The Trustee shall not be obligated to enter into any such amendment, waiver or supplemental indenture that adversely affects its own rights, duties or immunities under this Indenture or otherwise.

Amendments, Waivers and Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, when authorized by a Board Resolutionthe Company, the Company and each Guarantor, Trustee and the TrusteeNotes Collateral Agent, at any time and from time to time, may together enter into additional or supplemental Notes Collateral Documents, amend, waive or supplement this Indenture or Indenture, the Securities, the Guarantees, the Notes Collateral Documents, the Pari Passu Intercreditor Agreement or the ABL Intercreditor Agreement for any of the following purposes: (i) to evidence the succession of another Person to the Company or a Guarantor and the assumption by any such successor of the covenants of the Company or such Guarantor herein and in the Securities or such Guarantor’s Guarantee and to evidence the assumption of obligations under this IndentureIndenture and a Guarantee pursuant to Section 10.16; (ii) to add to the covenants of the Company or a Guarantor for the benefit of the Holders, or to surrender any right or power herein conferred upon the Company or a Guarantor; (iii) to add collateral to secure the Securities; (iv) to comply with any requirements of the Commission in order to effect or maintain the qualification of qualifying this Indenture under the Trust Indenture Act; orAct (if such qualification is required); (v) to cure any ambiguity, omission or mistake, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture which shall not be inconsistent with the provisions of this Indenture; provided, however, ; (vi) to make any change that (a) such amendment, waiver or supplement does not adversely affect the rights of the Holders; (vii) to conform any Holder provision of this Indenture to any provision under the heading “Description of the Notes” in the Offering Circular; (viii) to add Guarantees or Collateral, or release or discharge Guarantees or Collateral from the Lien of this Indenture or the Notes Collateral Documents, in accordance with the terms of this Indenture, the Notes Collateral Documents, the Pari Passu Intercreditor Agreement or the ABL Intercreditor Agreement, as applicable; (ix) to secure any First Lien Obligations or Additional Second Lien Obligations to the extent permitted under this Indenture and the Notes Collateral Documents or as contemplated in (A) the ABL Intercreditor Agreement in connection with the incurrence of Additional First Lien Obligations or Additional Second Lien Obligations or otherwise or (B) the Pari Passu Intercreditor Agreement in connection with the incurrence of Additional Second Lien Obligations or otherwise; (x) to provide for uncertificated Securities in addition to or in place of certificated Securities or to alter the provisions of this Indenture relating to the form of the Securities (including the related definitions) in a manner that does not materially adversely affect any Holder; (xi) to provide for the issuance of Additional Securities in accordance with the terms of this Indenture; (xii) to evidence and provide for the acceptance and appointment under this Indenture of a successor ▇▇▇▇▇▇▇, a successor Paying agent or a successor Notes Collateral Agent pursuant to the requirements hereof or to provide for the accession by the Trustee to any Notes Collateral Document; (xiii) to comply with the provisions of Article VIII; (xiv) to comply with the rules of any applicable securities depositary; (xv) to make any amendment to the provisions in this Indenture relating to the transfer and legending of Securities as permitted by this Indenture, including, without limitation, to facilitate the issuance and administration of the Securities; provided, however, that such amendment does not materially and adversely affect the rights of Holders of Securities to transfer Securities; or (bxvi) to enter into any intercreditor agreement having substantially similar terms with respect to the Holders as those set forth in the ABL Intercreditor Agreement or the Pari Passu Intercreditor Agreement, in each case, taken as a whole, or any joinder thereto. provided, however, that the Company shall have delivered to the Trustee an Opinion of Counsel and Officer’s Officers’ Certificate stating that such action pursuant to clauses (i), (ii), (iii), (iv), (v), (vii) or (vviii) above is permitted by this Indenture. The Trustee shall not be obligated to enter into any such amendment, waiver or supplemental indenture that adversely affects its own rights, duties or immunities under this Indenture or otherwise.

Amendments, Waivers and Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, when authorized by a Board Resolution, the Company and each Guarantor, and the Trustee, at any time and from time to time, may together amend, modify, waive or supplement this Indenture Indenture, the Securities or the Securities, Guarantees for any of the following purposes: (i) to evidence the succession of another Person to the Company or a Guarantor and the assumption by any such successor of the covenants of the Company or such Guarantor herein in this Indenture and in the Securities or such Guarantor’s Guarantee and to evidence the assumption of obligations under this IndentureIndenture and a Guarantee; (ii) to add to the covenants of the Company or a Guarantor for the benefit of the Holders, or to surrender any right or power herein conferred upon the Company or a Guarantor; (iii) to secure the SecuritiesSecurities or to release or discharge security for the Securities in accordance with the terms of this Indenture; (iv) to comply with any requirements of the Commission in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act; or; (v) to cure any ambiguity, omission or mistake, to correct or supplement any provision herein in this Indenture which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture which shall not be inconsistent with the provisions of this Indenture; provided, however, ; (vi) to make any change that (a) such amendment, waiver or supplement does not adversely affect the rights of the Holders; (vii) to conform any Holder provision of this Indenture to any provision under the heading “Description of the Notes” in the Prospectus; (viii) to add Guarantees or release or discharge Guarantees in accordance with the terms of this Indenture; (ix) to provide for uncertificated Securities in addition to or in place of certificated Securities; (x) to make such provisions as necessary (as determined in good faith by the Company) for the issuance of Additional Securities; or (xi) to evidence and (b) provide for the acceptance and appointment under this Indenture of a successor Trustee pursuant to the requirements hereof. provided, however, that the Company shall have delivered to the Trustee an Opinion of Counsel and Officer’s Officers’ Certificate stating that such action pursuant to clauses (i), (ii), (iii), (iv), (v), (vii) or (vviii) above is permitted not prohibited by this Indenture. The Trustee shall not be obligated to enter into any such amendment, waiver or supplemental indenture that adversely affects its own rights, duties or immunities under this Indenture or otherwise.

Amendments, Waivers and Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, when authorized by a Board Resolution, the Company and each Guarantor, when authorized by Board Resolutions, and the Trustee, at any time and from time to time, may together amend, waive or supplement this Indenture or the SecuritiesIndenture, for any of the following purposes: (i) to evidence the succession of another Person to the Company or a Guarantor and the assumption by any such successor of the covenants of the Company or such Guarantor herein and in the Securities or such Guarantor’s Guarantee 's Guaranty and to evidence the assumption of obligations under this Indenture;Indenture and a Guaranty pursuant to Section 10.17; or (ii) to add to the covenants of the Company or a Guarantor for the benefit of the Holders, or to surrender any right or power herein conferred upon the Company or a Guarantor;; or (iii) to secure the Securities;Securities pursuant to the requirements of Section 10.12 or otherwise; or (iv) to comply with any requirements of the Commission in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act; or (v) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture which shall not be inconsistent with the provisions of this Indenture; provided, however, provided that (a) such amendment, waiver or supplement does not adversely affect -------- ---- the rights of any Holder of Securities and (b) the Company shall have delivered to the Trustee an Opinion of Counsel and Officer’s Certificate stating that such action pursuant to clauses (i), (ii), (iii), (iv) or (v) above is permitted by this Indenture. The Trustee shall not be obligated to enter into any such amendment, waiver amendment or supplemental indenture that adversely affects its own rights, duties or immunities under this Indenture or otherwise.

Amendments, Waivers and Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, when authorized by a Board Resolution, the Company and each Guarantor, and the Trustee, at any time and from time to time, may together amend, waive or supplement this Indenture or the Securities, for any of the following purposes: (i) to evidence the succession of another Person to the Company or a Guarantor and the assumption by any such successor of the covenants of the Company or such Guarantor herein and in the Securities or such Guarantor’s Guarantee and to evidence the assumption of obligations under this Indenture;Indenture and a Guarantee pursuant to Section 10.17; or (ii) to add to the covenants of the Company or a Guarantor for the benefit of the Holders, or to surrender any right or power herein conferred upon the Company or a Guarantor;; or (iii) to secure the Securities;; or (iv) to comply with any requirements of the Commission in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act; or (v) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture which shall not be inconsistent with the provisions of this Indenture; provided, however, that (a) such amendment, waiver or supplement does not adversely affect the rights of any Holder of Securities and (b) the Company shall have delivered to the Trustee an Opinion of Counsel and Officer’s Certificate stating that such action pursuant to clauses (i), (ii), (iii), (iv) or (v) above is permitted by this Indenture. The Trustee shall not be obligated to enter into any such amendment, waiver or supplemental indenture that adversely affects its own rights, duties or immunities under this Indenture or otherwise.

Amendments, Waivers and Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, when authorized by a Board Resolution, the Company and each Guarantor, when authorized by Board Resolutions, and the Trustee, at any time and from time to time, may together amend, waive or supplement this Indenture or the SecuritiesIndenture, for any of the following purposes: (i) to evidence the succession of another Person to the Company or a Guarantor and the assumption by any such successor of the covenants of the Company or such Guarantor herein and in the Securities or such Guarantor’s Guarantee and to evidence the assumption of obligations under this Indenture;Indenture and a Guaranty pursuant to Section 10.17; or (ii) to add to the covenants of the Company or a Guarantor for the benefit of the Holders, or to surrender any right or power herein conferred upon the Company or a Guarantor;; or (iii) to secure the Securities;Securities pursuant to the requirements of Section 10.12 or otherwise; or (iv) to comply with any requirements of the Commission in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act; or (v) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture which shall not be inconsistent with the provisions of this Indenture; provided, however, provided that (a) such amendment, waiver or supplement does not adversely affect the rights of any Holder of Securities and (b) the Company shall have delivered to the Trustee an Opinion of Counsel and Officer’s Certificate stating that such action pursuant to clauses (i), (ii), (iii), (iv) or (v) above is permitted by this Indenture. The Trustee shall not be obligated to enter into any such amendment, waiver amendment or supplemental indenture that adversely affects its own rights, duties or immunities under this Indenture or otherwise.

Amendments, Waivers and Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, when authorized by a Board Resolution, the Company and each Guarantor, when authorized by Board Resolutions, and the Trustee, at any time and from time to time, may together amend, waive or supplement this Indenture or the SecuritiesIndenture, for any of the following purposes: (i) to evidence the succession of another Person to the Company or a Guarantor and the assumption by any such successor of the covenants of the Company or such Guarantor herein and in the Securities or such Guarantor’s Guarantee 's Guaranty and to evidence the assumption of obligations under this Indenture;Indenture and a Guaranty pursuant to Section 10.17; or (ii) to add to the covenants of the Company or a Guarantor for the benefit of the Holders, or to surrender any right or power herein conferred upon the Company or a Guarantor;; or (iii) to secure the Securities;Securities pursuant to the requirements of Section 10.12 or otherwise; or (iv) to comply with any requirements of the Commission in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act; or (v) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture which shall not be inconsistent with the provisions of this Indenture; provided, however, provided that (a) such amendment, waiver or supplement does not adversely affect the rights of any Holder of Securities and (b) the Company shall have delivered to the Trustee an Opinion of Counsel and Officer’s Certificate stating that such action pursuant to clauses (i), (ii), (iii), (iv) or (v) above is permitted by this Indenture. The Trustee shall not be obligated to enter into any such amendment, waiver amendment or supplemental indenture that adversely affects its own rights, duties or immunities under this Indenture or otherwise.

Amendments, Waivers and Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, when authorized by a Board Resolution, the Company and each Guarantor, and the Trustee, at any time and from time to time, may together amend, waive or supplement this Indenture or the Securities, for any of the following purposes: (i) to evidence the succession of another Person to the Company or a Guarantor and the assumption by any such successor of the covenants of the Company or such Guarantor herein and in the Securities or such Guarantor’s Guarantee and to evidence the assumption of obligations under this IndentureIndenture and a Guarantee pursuant to Section 10.16; (ii) to add to the covenants of the Company or a Guarantor for the benefit of the Holders, or to surrender any right or power herein conferred upon the Company or a Guarantor; (iii) to secure the Securities; (iv) to comply with any requirements of the Commission in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act; or; (v) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture which shall not be inconsistent with the provisions of this Indenture; or (vi) to make any change that does not adversely affect the rights of the Holders; provided, however, that (a) such amendment, waiver or supplement does not adversely affect the rights of any Holder of Securities and (b) the Company shall have delivered to the Trustee an Opinion of Counsel and Officer’s Certificate stating that such action pursuant to clauses (i), (ii), (iii), (iv) or (v) above is permitted by this Indenture. The Trustee shall not be obligated to enter into any such amendment, waiver or supplemental indenture that adversely affects its own rights, duties or immunities under this Indenture or otherwise.

Amendments, Waivers and Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, when authorized by a Board Resolution, the Company and each Guarantor, and the Trustee, at any time and from time to time, may together amend, modify, waive or supplement this Indenture Indenture, the Securities or the Securities, Guarantees for any of the following purposes: (i) to evidence the succession of another Person to the Company or a Guarantor and the assumption by any such successor of the covenants of the Company or such Guarantor herein in this Indenture and in the Securities or such Guarantor’s Guarantee and to evidence the assumption of obligations under this IndentureIndenture and a Guarantee; (ii) to add to the covenants of the Company or a Guarantor for the benefit of the Holders, or to surrender any right or power herein conferred upon the Company or a Guarantor; (iii) to secure the SecuritiesSecurities or to release or discharge security for the Securities in accordance with the terms of this Indenture; (iv) to comply with any requirements of the Commission in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act; or; (v) to cure any ambiguity, omission or mistake, to correct or supplement any provision herein in this Indenture which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture which shall not be inconsistent with the provisions of this Indenture; provided, however, ; (vi) to make any change that (a) such amendment, waiver or supplement does not adversely affect the rights of the Holders; (vii) to conform any Holder provision of this Indenture to any provision under the heading “Description of the Notes” in the Offering Memorandum; (viii) to add Guarantees or release or discharge Guarantees in accordance with the terms of this Indenture; (ix) to provide for uncertificated Securities in addition to or in place of certificated Securities; (x) to make such provisions as necessary (as determined in good faith by the Company) for the issuance of Additional Securities; or (xi) to evidence and (b) provide for the acceptance and appointment under this Indenture of a successor Trustee pursuant to the requirements hereof. provided, however, that the Company shall have delivered to the Trustee an Opinion of Counsel and Officer’s Officers’ Certificate stating that such action pursuant to clauses (i), (ii), (iii), (iv), (v), (vii) or (vviii) above is permitted not prohibited by this Indenture. The Trustee shall not be obligated to enter into any such amendment, waiver or supplemental indenture that adversely affects its own rights, duties or immunities under this Indenture or otherwise.

Amendments, Waivers and Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, when authorized by a Board Resolution, the Company and each Guarantor, and the Trustee, at any time and from time to time, may together amend, waive or supplement this Indenture Indenture, the Securities or the SecuritiesGuarantees, for any of the following purposes: (i) to evidence the succession of another Person to the Company or a Guarantor and the assumption by any such successor of the covenants of the Company or such Guarantor herein and in the Securities or such Guarantor’s Guarantee and to evidence the assumption of obligations under this IndentureIndenture and a Guarantee pursuant to Section 10.16; (ii) to add to the covenants of the Company or a Guarantor for the benefit of the Holders, or to surrender any right or power herein conferred upon the Company or a Guarantor; (iii) to secure the Securities; (iv) to comply with any requirements of the Commission in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act; or; (v) to cure any ambiguity, omission or mistake, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture which shall not be inconsistent with the provisions of this Indenture; (vi) to make any change that does not adversely affect the rights of the Holders; (vii) to conform any provision of this Indenture to any provision under the heading “Description of the Notes” in the Prospectus; (viii) to add Guarantees or release or discharge Guarantees in accordance with the terms of this Indenture; (ix) to provide for uncertificated Securities in addition to or in place of certificated Securities; (x) to make such provisions as necessary (as determined in good faith by the Company) for the issuance of Additional Securities; or (xi) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee pursuant to the requirements hereof. provided, however, that (a) such amendment, waiver or supplement does not adversely affect the rights of any Holder of Securities and (b) the Company shall have delivered to the Trustee an Opinion of Counsel and Officer’s Officers’ Certificate stating that such action pursuant to clauses (i), (ii), (iii), (iv), (v), (vii) or (vviii) above is permitted by this Indenture. The Trustee shall not be obligated to enter into any such amendment, waiver or supplemental indenture that adversely affects its own rights, duties or immunities under this Indenture or otherwise.

Amendments, Waivers and Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, when authorized by a Board Resolution, the Company and each Guarantor, and the Trustee, at any time and from time to time, may together amend, waive or supplement this Indenture or the Securities, for any of the following purposes: (i) to evidence the succession of another Person to the Company or a Guarantor and the assumption by any such successor of the covenants of the Company or such Guarantor herein and in the Securities or such Guarantor’s Guarantee and to evidence the assumption of obligations under this Indenture; (ii) to add to the covenants of the Company or a Guarantor for the benefit of the Holders, or to surrender any right or power herein conferred upon the Company or a Guarantor; (iii) to secure the Securities; (iv) to comply with any requirements of the Commission in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act; or; (v) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture which shall not be inconsistent with the provisions of this Indenture; or (vi) to make any change that does not adversely affect the rights of the Holders; provided, however, that (a) such amendment, waiver or supplement does not adversely affect the rights of any Holder of Securities and (b) the Company shall have delivered to the Trustee an Opinion of Counsel and Officer’s Certificate stating that such action pursuant to clauses (i), (ii), (iii), (iv) or (v) above is permitted by this Indenture. The Trustee shall not be obligated to enter into any such amendment, waiver or supplemental indenture that adversely affects its own rights, duties or immunities under this Indenture or otherwise.

Amendments, Waivers and Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, when authorized by a Board Resolution, the Company and each Guarantor, and the Trustee, at any time and from time to time, may together amend, waive or supplement this Indenture Indenture, the Securities or the SecuritiesGuarantees, for any of the following purposes: (i) to evidence the succession of another Person to the Company or a Guarantor and the assumption by any such successor of the covenants of the Company or such Guarantor herein and in the Securities or such Guarantor’s Guarantee and to evidence the assumption of obligations under this IndentureIndenture and a Guarantee pursuant to Section 10.16; (ii) to add to the covenants of the Company or a Guarantor for the benefit of the Holders, or to surrender any right or power herein conferred upon the Company or a Guarantor; (iii) to secure the Securities; (iv) to comply with any requirements of the Commission in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act; or; (v) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture which shall not be inconsistent with the provisions of this Indenture; or (vi) to make any change that does not adversely affect the rights of the Holders; provided, however, that (a) such amendment, waiver or supplement does not adversely affect the rights of any Holder of Securities and (b) the Company shall have delivered to the Trustee an Opinion of Counsel and Officer’s Officers’ Certificate stating that such action pursuant to clauses (i), (ii), (iii), (iv) or (v) above is permitted by this Indenture. The Trustee shall not be obligated to enter into any such amendment, waiver or supplemental indenture that adversely affects its own rights, duties or immunities under this Indenture or otherwise.

Amendments, Waivers and Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, when authorized by a Board Resolutionthe Company, the Company and each Guarantor, Trustee and the TrusteeNotes Collateral Agent, at any time and from time to time, may together enter into any Pari Passu Intercreditor Agreement, additional or supplemental Notes Collateral Documents, amend, waive or supplement this Indenture or Indenture, the Securities, the Guarantees, the Notes Collateral Documents, any Pari Passu Intercreditor Agreement or the ABL Intercreditor Agreement for any of the following purposes: (i) to evidence the succession of another Person to the Company or a Guarantor and the assumption by any such successor of the covenants of the Company or such Guarantor herein and in the Securities or such Guarantor’s Guarantee and to evidence the assumption of obligations under this IndentureIndenture and a Guarantee pursuant to Section 10.16; (ii) to add to the covenants of the Company or a Guarantor for the benefit of the Holders, or to surrender any right or power herein conferred upon the Company or a Guarantor; (iii) to add collateral to secure the Securities; (iv) to comply with any requirements of the Commission in order to effect or maintain the qualification of qualifying this Indenture under the Trust Indenture Act; orAct (if such qualification is required); (v) to cure any ambiguity, omission or mistake, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture which shall not be inconsistent with the provisions of this Indenture; provided, however, ; (vi) to make any change that (a) such amendment, waiver or supplement does not adversely affect the rights of the Holders; (vii) to conform any Holder provision of this Indenture to any provision under the heading “Description of the Notes” in the Offering Circular; (viii) to add Guarantees or Collateral, or release or discharge Guarantees or Collateral from the Lien of this Indenture or the Notes Collateral Documents, in accordance with the terms of this Indenture, the Notes Collateral Documents, any Pari Passu Intercreditor Agreement or the ABL Intercreditor Agreement, as applicable; (ix) to secure any First Lien Obligations or Additional Second Lien Obligations to the extent permitted under this Indenture and the Notes Collateral Documents or as contemplated in (A) the ABL Intercreditor Agreement in connection with the incurrence of Additional First Lien Obligations or Additional Second Lien Obligations or otherwise or (B) any Pari Passu Intercreditor Agreement in connection with the incurrence of Additional Second Lien Obligations or otherwise; (x) to provide for uncertificated Securities in addition to or in place of certificated Securities or to alter the provisions of this Indenture relating to the form of the Securities (including the related definitions) in a manner that does not materially adversely affect any Holder; (xi) to provide for the issuance of Additional Securities in accordance with the terms of this Indenture; (xii) to evidence and provide for the acceptance and appointment under this Indenture of a successor ▇▇▇▇▇▇▇, a successor Paying agent or a successor Notes Collateral Agent pursuant to the requirements hereof or to provide for the accession by the Trustee to any Notes Collateral Document; (xiii) to comply with the provisions of Article VIII; (xiv) to comply with the rules of any applicable securities depositary; (xv) to make any amendment to the provisions in this Indenture relating to the transfer and legending of Securities as permitted by this Indenture, including, without limitation, to facilitate the issuance and administration of the Securities; provided, however, that such amendment does not materially and adversely affect the rights of Holders of Securities to transfer Securities; or (bxvi) to enter into any intercreditor agreement having substantially similar terms with respect to the Holders as those set forth in the ABL Intercreditor Agreement or any Pari Passu Intercreditor Agreement, in each case, taken as a whole, or any joinder thereto. provided, however, that the Company shall have delivered to the Trustee an Opinion of Counsel and Officer’s Officers’ Certificate stating that such action pursuant to clauses (i), (ii), (iii), (iv), (v), (vii) or (vviii) above is permitted by this Indenture. The Trustee shall not be obligated to enter into any such amendment, waiver or supplemental indenture that adversely affects its own rights, duties or immunities under this Indenture or otherwise.

Amendments, Waivers and Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, when authorized by a Board Resolution, the Company and each Guarantor, and the Trustee, at any time and from time to time, may together amend, waive or supplement this Indenture or the Securities, for any of the following purposes: (i) to evidence the succession of another Person to the Company or a Guarantor and the assumption by any such successor of the covenants of the Company or such Guarantor herein and in the Securities or such Guarantor’s Guarantee Guaranty and to evidence the assumption of obligations under this Indenture;Indenture and a Guaranty pursuant to Section 10.17; or (ii) to add to the covenants of the Company or a Guarantor for the benefit of the Holders, or to surrender any right or power herein conferred upon the Company or a Guarantor;; or (iii) to secure the Securities;Securities pursuant to the requirements of Section 10.12 or otherwise; or (iv) to comply with any requirements of the Commission in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act; or (v) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture which shall not be inconsistent with the provisions of this Indenture; provided, however, that (a) such amendment, waiver or supplement does not adversely affect the rights of any Holder of Securities and (b) the Company shall have delivered to the Trustee an Opinion of Counsel and Officer’s Certificate stating that such action pursuant to clauses (i), (ii), (iii), (iv) or (v) above is permitted by this Indenture. The Trustee shall not be obligated to enter into any such amendment, waiver or supplemental indenture that adversely affects its own rights, duties or immunities under this Indenture or otherwise.

Amendments, Waivers and Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, when authorized by a Board Resolutionthe Company, the Company and each Guarantor, Trustee and the TrusteeNotes Collateral Agent, at any time and from time to time, may together enter into any additional or supplemental Notes Collateral Documents or amend, modify, waive or supplement this Indenture or Indenture, the Securities, the Guarantees, the Notes Collateral Documents or the Intercreditor Agreements for any of the following purposes: (i) to evidence the succession of another Person to the Company or a Guarantor and the assumption by any such successor of the covenants of the Company or such Guarantor herein in this Indenture and in the Securities or such Guarantor’s Guarantee and to evidence the assumption of obligations under this IndentureIndenture and a Guarantee; (ii) to add to the covenants of the Company or a Guarantor for the benefit of the Holders, or to surrender any right or power herein conferred upon the Company or a Guarantor; (iii) to secure the Securities; (iv) to comply with any requirements of the Commission in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act; or; (viv) to cure any ambiguity, omission or mistake, to correct or supplement any provision herein in this Indenture which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture which shall not be inconsistent with the provisions of this Indenture; provided, however, ; (v) to make any change that (a) such amendment, waiver or supplement does not adversely affect the rights of the Holders; (vi) to conform any Holder provision of this Indenture, the Notes Collateral Documents or the Intercreditor Agreements to any provision under the heading “Description of the Notes” in the Offering Memorandum; (vii) to add Guarantees or Collateral, or release or discharge Guarantees or Collateral from the Lien of this Indenture or the Notes Collateral Documents, in accordance with the terms of this Indenture, the Notes Collateral Documents or the Intercreditor Agreements, as applicable; (viii) to effect such amendments and modifications to the extent necessary to reflect the incurrence of any Additional First Lien Obligations or Additional Second Lien Obligations permitted under this Indenture, the Notes Collateral Documents and the Intercreditor Agreements; (ix) to provide for uncertificated Securities in addition to or in place of certificated Securities; (x) to make such provisions as necessary (as determined in good faith by the Company) for the issuance of Additional Securities; (xi) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee pursuant to the requirements hereof or to provide for the accession by the Trustee or any successor Trustee to any Notes Collateral Document or the Intercreditor Agreements; (bxii) to enter into any other amendments, modifications, waivers or supplements to the Notes Collateral Documents or the Intercreditor Agreements permitted to be entered into without (or not requiring) the consent of Holders pursuant to the terms hereof; or (xiii) to enter into any Acceptable Intercreditor Agreement and any amendment, modification, waiver or supplement thereto permitted to be entered into without (or not requiring) the consent of Holders pursuant to the terms hereof. provided, however, that the Company shall have delivered to the Trustee an Opinion of Counsel and Officer’s Officers’ Certificate stating that such action pursuant to clauses (i), (ii), (iii), (iv), (v), (vii) or (vviii) above is permitted not prohibited by this Indenture. The Trustee shall not be obligated to enter into any such amendment, waiver or supplemental indenture that adversely affects its own rights, duties or immunities under this Indenture or otherwise.

Amendments, Waivers and Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, when authorized by a Board Resolution, the Company and each Guarantor, and the Trustee, at any time and from time to time, may together enter into any additional or supplemental Notes Collateral Documents or amend, modify, waive or supplement this Indenture or Indenture, the Securities, the Guarantees, the Notes Collateral Documents or the Intercreditor Agreement for any of the following purposes: (i) to evidence the succession of another Person to the Company or a Guarantor and the assumption by any such successor of the covenants of the Company or such Guarantor herein in this Indenture and in the Securities or such Guarantor’s Guarantee and to evidence the assumption of obligations under this IndentureIndenture and a Guarantee; (ii) to add to the covenants of the Company or a Guarantor for the benefit of the Holders, or to surrender any right or power herein conferred upon the Company or a Guarantor; (iii) to secure the Securities; (iv) to comply with any requirements of the Commission in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act; or; (viv) to cure any ambiguity, omission or mistake, to correct or supplement any provision herein in this Indenture which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture which shall not be inconsistent with the provisions of this Indenture; provided, however, ; (v) to make any change that (a) such amendment, waiver or supplement does not adversely affect the rights of the Holders; (vi) to conform any Holder provision of this Indenture, the Notes Collateral Documents or the Intercreditor Agreement to any provision under the heading “Description of the Notes” in the Prospectus; (vii) to add Guarantees or Collateral, or release or discharge Guarantees or Collateral from the Lien of this Indenture or the Notes Collateral Documents, in accordance with the terms of this Indenture, the Notes Collateral Documents or the Intercreditor Agreement, as applicable; (viii) to effect such amendments and modifications to the extent necessary to reflect the incurrence of any Additional First Lien Obligations or Additional Second Lien Obligations permitted under this Indenture and the Notes Collateral Documents; (ix) to provide for uncertificated Securities in addition to or in place of certificated Securities; (x) to make such provisions as necessary (as determined in good faith by the Company) for the issuance of Additional Securities; (xi) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee pursuant to the requirements hereof or to provide for the accession by the Trustee to any Notes Collateral Document; (bxii) to enter into any other amendments, modifications, waivers or supplements to the Notes Collateral Documents or the Intercreditor Agreement permitted to be entered into without (or not requiring) the consent of Holders pursuant to the terms hereof; or (xiii) to enter into any Acceptable Intercreditor Agreement and any amendment, modification, waiver or supplement thereto permitted to be entered into without (or not requiring) the consent of Holders pursuant to the terms hereof. provided, however, that the Company shall have delivered to the Trustee an Opinion of Counsel and Officer’s Officers’ Certificate stating that such action pursuant to clauses (i), (ii), (iii), (iv), (v), (vii) or (vviii) above is permitted not prohibited by this Indenture. The Trustee shall not be obligated to enter into any such amendment, waiver or supplemental indenture that adversely affects its own rights, duties or immunities under this Indenture or otherwise.

Amendments, Waivers and Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, when authorized by a Board Resolution, the Company and each Guarantor, and the Trustee, at any time and from time to time, may together amend, waive or supplement this Indenture or the Securities, for any of the following purposes: (i) to evidence the succession of another Person to the Company or a Guarantor and the assumption by any such successor of the covenants of the Company or such Guarantor herein and in the Securities or such Guarantor’s Guarantee and to evidence the assumption of obligations under this Indenture; (ii) to add to the covenants of the Company or a Guarantor for the benefit of the Holders, or to surrender any right or power herein conferred upon the Company or a GuarantorCompany; (iii) to secure the Securities; (iv) to comply with any requirements of the Commission in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act; or; (v) to cure any ambiguity, omission or mistake, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture which shall not be inconsistent with the provisions of this Indenture; (vi) to make any change that does not adversely affect the rights of the Holders; \ (vii) to provide for uncertificated Securities in addition to or in place of certificated Securities; (viii) to make such provisions as necessary (as determined in good faith by the Company) for the issuance of Additional Securities; or (ix) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee pursuant to the requirements hereof. provided, however, that (a) such amendment, waiver or supplement does not adversely affect the rights of any Holder of Securities and (b) the Company shall have delivered to the Trustee an Opinion of Counsel and Officer’s Certificate stating that such action pursuant to clauses (i), (ii), (iii), (iv) or ), (v), (vi), (vii) and (ix) above is permitted by this Indenture. The Trustee shall not be obligated to enter into any such amendment, waiver or supplemental indenture that adversely affects its own rights, duties or immunities under this Indenture or otherwise.

Amendments, Waivers and Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, when authorized by a Board Resolution, the Company and each Guarantor, and the Trustee, at any time and from time to time, may together amend, waive or supplement this Indenture Indenture, the Securities or the SecuritiesGuarantees, for any of the following purposes: (i) to evidence the succession of another Person to the Company or a Guarantor and the assumption by any such successor of the covenants of the Company or such Guarantor herein and in the Securities or such Guarantor’s Guarantee and to evidence the assumption of obligations under this IndentureIndenture and a Guarantee pursuant to Section 10.16; (ii) to add to the covenants of the Company or a Guarantor for the benefit of the Holders, or to surrender any right or power herein conferred upon the Company or a Guarantor; (iii) to secure the Securities; (iv) at the Company’s election, to comply with any requirements of the Commission in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act; or; (v) to cure any ambiguity, omission or mistake, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture which shall not be inconsistent with the provisions of this Indenture; provided, however, ; (vi) to make any change that (a) such amendment, waiver or supplement does not materially adversely affect the rights of any Holder of the Securities (as determined by the Company); (vii) to conform any provision of this Indenture to any provision under the heading “Description of the notes” in the Offering Memorandum; (viii) to add Guarantees or release or discharge Guarantees in accordance with the terms of this Indenture; (ix) to provide for uncertificated Securities in addition to or in place of certificated Securities (provided that the uncertificated Securities are issued in registered form for purposes of Section 163(f) of the Code); (x) to make such provisions as necessary (as determined in good faith by the Company) for the issuance of Additional Securities; or (xi) to evidence and (b) provide for the Company shall have delivered acceptance and appointment under this Indenture of a successor Trustee pursuant to the Trustee an Opinion of Counsel and Officer’s Certificate stating requirements hereof; provided, however, that such action pursuant to clauses (i), (ii), (iii), (iv) or (v) above is permitted by this Indenture. The the Trustee shall not be obligated to enter into any such amendment, waiver or supplemental indenture that adversely affects its own rights, duties or immunities under this Indenture or otherwise.

Amendments, Waivers and Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, when authorized by a Board Resolutionthe Company, the Company and each Guarantor, Trustee and the TrusteeNotes Collateral Agent, at any time and from time to time, may together enter into additional or supplemental Notes Collateral Documents, amend, waive or supplement this Indenture or Indenture, the Securities, the Guarantees, the Notes Collateral Documents, the Pari Passu Intercreditor Agreement or the ABL Intercreditor Agreement for any of the following purposes: (i) to evidence the succession of another Person to the Company or a Guarantor and the assumption by any such successor of the covenants of the Company or such Guarantor herein and in the Securities or such Guarantor’s Guarantee and to evidence the assumption of obligations under this IndentureIndenture and a Guarantee pursuant to Section 10.15; (ii) to add to the covenants of the Company or a Guarantor for the benefit of the Holders, or to surrender any right or power herein conferred upon the Company or a Guarantor; (iii) to add collateral to secure the Securities; (iv) to comply with any requirements of the Commission in order to effect or maintain the qualification of qualifying this Indenture under the Trust Indenture Act; orAct (if such qualification is required); (v) to cure any ambiguity, omission or mistake, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture which shall not be inconsistent with the provisions of this Indenture; provided, however, ; (vi) to make any change that (a) such amendment, waiver or supplement does not adversely affect the rights of the Holders; (vii) to conform any Holder provision of this Indenture to any provision under the heading “Description of the Notes” in the Offering Memorandum; (viii) to add Guarantees or Collateral, or release or discharge Guarantees or Collateral from the Lien of this Indenture or the Notes Collateral Documents, in accordance with the terms of this Indenture, the Notes Collateral Documents, the Pari Passu Intercreditor Agreement or the ABL Intercreditor Agreement, as applicable; (ix) to secure any Additional First Lien Obligations or Additional Second Lien Obligations to the extent permitted under this Indenture and the Notes Collateral Documents or as contemplated in (A) the ABL Intercreditor Agreement in connection with the incurrence of Additional First Lien Obligations or Additional Second Lien Obligations or otherwise or (B) the Pari Passu Intercreditor Agreement in connection with the incurrence of Additional Second Lien Obligations or otherwise; (x) to provide for uncertificated Securities in addition to or in place of certificated Securities or to alter the provisions of this Indenture relating to the form of the Securities (including the related definitions) in a manner that does not materially adversely affect any Holder; (xi) to provide for the issuance of Additional Securities in accordance with the terms of this Indenture; (xii) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee, a successor Paying Agent or a successor Notes Collateral Agent pursuant to the requirements hereof or to provide for the accession by the Trustee to any Notes Collateral Document; (xiii) to comply with the provisions of Article VIII; (xiv) to comply with the rules of any applicable securities depositary; (xv) to make any amendment to the provisions in this Indenture relating to the transfer and legending of Securities as permitted by this Indenture, including, without limitation, to facilitate the issuance and administration of the Securities; provided, however, that such amendment does not materially and adversely affect the rights of Holders of Securities to transfer Securities; or (bxvi) to enter into any intercreditor agreement having substantially similar terms with respect to the Holders as those set forth in the ABL Intercreditor Agreement or the Pari Passu Intercreditor Agreement, in each case, taken as a whole, or any joinder thereto. provided, however, that the Company shall have delivered to the Trustee an Opinion of Counsel and Officer’s Certificate stating that such action pursuant to clauses (i), (ii), (iii), (iv), (v), (vii) or (vviii) above is permitted by this Indenture. The Trustee shall not be obligated to enter into any such amendment, waiver or supplemental indenture that adversely affects its own rights, duties or immunities under this Indenture or otherwise.

Amendments, Waivers and Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, when authorized by a Board Resolution, the Company and each Guarantor, and the TrusteeTrustee and the Notes Collateral Agent, at any time and from time to time, may together enter into the Notes Collateral Documents and any additional or supplemental Notes Collateral Documents and amend, waive or supplement this Indenture or Indenture, the Securities, the Guarantees, the Notes Collateral Documents or the Intercreditor Agreement for any of the following purposes: (i) to evidence the succession of another Person to the Company or a Guarantor and the assumption by any such successor of the covenants of the Company or such Guarantor herein and in the Securities or such Guarantor’s Guarantee and to evidence the assumption of obligations under this Indenture; (ii) to add to the covenants of the Company or a Guarantor for the benefit of the Holders, or to surrender any right or power herein conferred upon the Company or a Guarantor; (iii) to secure the Securities; (iv) to comply with any requirements of the Commission in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act; or; (v) to cure any ambiguity, omission or mistake to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture which shall not be inconsistent with the provisions of this Indenture; or (vi) to make any change that does not adversely affect the rights of the Holders; or (vii) releasing Collateral from the Lien of this Indenture or the Notes Collateral Documents in accordance with the terms of this Indenture; (viii) such other amendments, waivers or supplements to secure any Additional Second Lien Obligations to the extent permitted under this Indenture and the Notes Collateral Documents or as contemplated in the Intercreditor Agreement in connection with the incurrence of Additional First Lien Obligations or Second Lien Obligations or otherwise; or (ix) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee pursuant to the requirements hereof. provided, however, that (a) such amendment, waiver or supplement (other than an amendment, waiver or supplement of the type described in clause (vi) above) does not adversely affect the rights of any Holder of Securities and (b) the Company shall have delivered to the Trustee an Opinion of Counsel and Officer’s Certificate stating that such action pursuant to clauses (i), (ii), (iii), (iv), (v), (vii), (viii) or (vix) above is permitted by this Indenture. The Trustee shall not be obligated to enter into any such amendment, waiver or supplemental indenture that adversely affects its own rights, duties or immunities under this Indenture or otherwise.

Amendments, Waivers and Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, when authorized by a Board Resolution, the Company and each Guarantor, and the Trustee, at any time and from time to time, may together amend, waive or supplement this Indenture Indenture, the Securities or the SecuritiesGuarantees, for any of the following purposes: (i) to evidence the succession of another Person to the Company or a Guarantor and the assumption by any such successor of the covenants of the Company or such Guarantor herein and in the Securities or such Guarantor’s Guarantee and to evidence the assumption of obligations under this IndentureIndenture and a Guarantee pursuant to Section 10.16; (ii) to add to the covenants of the Company or a Guarantor for the benefit of the Holders, or to surrender any right or power herein conferred upon the Company or a Guarantor; (iii) to secure the Securities; (iv) at the Company’s election, to comply with any requirements of the Commission in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act; or; (v) to cure any ambiguity, omission or mistake, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture which shall not be inconsistent with the provisions of this Indenture; provided, however, ; (vi) to make any change that (a) such amendment, waiver or supplement does not materially adversely affect the rights of any Holder of the Securities (as determined by the Company); (vii) to conform any provision of this Indenture to any provision under the heading “Description of the Notes” in the Offering Memorandum; (viii) to add Guarantees or release or discharge Guarantees in accordance with the terms of this Indenture; (ix) to provide for uncertificated Securities in addition to or in place of certificated Securities (provided that the uncertificated Securities are issued in registered form for purposes of Section 163(f) of the Code); (x) to make such provisions as necessary (as determined in good faith by the Company) for the issuance of Additional Securities; or (xi) to evidence and (b) provide for the Company shall have delivered acceptance and appointment under this Indenture of a successor Trustee pursuant to the Trustee an Opinion of Counsel and Officer’s Certificate stating requirements hereof; provided, however, that such action pursuant to clauses (i), (ii), (iii), (iv) or (v) above is permitted by this Indenture. The the Trustee shall not be obligated to enter into any such amendment, waiver or supplemental indenture that adversely affects its own rights, duties or immunities under this Indenture or otherwise.

Amendments, Waivers and Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, when authorized by a Board Resolution, the Company and each GuarantorCompany, Holdings and the Trustee, at any time and from time to time, may together amend, waive or supplement this Indenture or the Securities, for any of the following purposes: (i) to evidence the succession of another Person to the Company or a Guarantor Holdings and the assumption by any such successor of the covenants obligations of the Company or such Guarantor Holdings herein and in the Securities or such GuarantorHolding’s Guarantee and to evidence the assumption of obligations under this Indenture;Guarantee; or (ii) to add to the covenants of the Company or a Guarantor Holdings for the benefit of the Holders, or to surrender any right or power herein conferred upon the Company or a Guarantor;Holdings; or (iii) to secure the Securities;; or (iv) to comply with any requirements of the Commission in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act; or (v) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture which shall not be inconsistent with the provisions of this Indenture; provided, however, that (a) such amendment, waiver or supplement does not adversely affect the rights of any Holder of Securities and (b) the Company shall have delivered to the Trustee an Opinion of Counsel and Officer’s Certificate stating that such action pursuant to clauses (i), (ii), (iii), (iv) or (v) above is permitted by this Indenture. The Trustee shall not be obligated to enter into any such amendment, waiver or supplemental indenture that adversely affects its own rights, duties or immunities under this Indenture or otherwise.

Amendments, Waivers and Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, when authorized by a Board Resolution, the Company and each Guarantor, and the Trustee, at any time and from time to time, may together amend, waive or supplement this Indenture or the Securities, for any of the following purposes: (i) to evidence the succession of another Person to the Company or a Guarantor and the assumption by any such successor of the covenants of the Company or such Guarantor herein and in the Securities or such Guarantor’s Guarantee and to evidence the assumption of obligations under this Indenture; (ii) to add to the covenants of the Company or a Guarantor for the benefit of the Holders, or to surrender any right or power herein conferred upon the Company or a Guarantor; (iii) to secure the Securities; (iv) to comply with any requirements of the Commission in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act; or; (v) to cure any ambiguity, omission or mistake, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture which shall not be inconsistent with the provisions of this Indenture; (vi) to make any change that does not adversely affect the rights of the Holders; (vii) to add Guarantees or release or discharge Guarantees in accordance with the terms of this Indenture; (viii) to provide for uncertificated Securities in addition to or in place of certificated Securities; (ix) to make such provisions as necessary (as determined in good faith by the Company) for the issuance of Additional Securities; or (x) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee pursuant to the requirements hereof. provided, however, that (a) such amendment, waiver or supplement does not adversely affect the rights of any Holder of Securities and (b) the Company shall have delivered to the Trustee an Opinion of Counsel and Officer’s Certificate stating that such action pursuant to clauses (i), (ii), (iii), (iviv),(v), (vi), (vii), (viii), (ix) or and (vx) above is permitted by this Indenture. The Trustee shall not be obligated to enter into any such amendment, waiver or supplemental indenture that adversely affects its own rights, duties or immunities under this Indenture or otherwise.

Amendments, Waivers and Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, when authorized by a Board Resolutionthe Company, the Company and each Guarantor, Trustee and the TrusteeNotes Collateral Agent, at any time and from time to time, may together enter into any additional or supplemental Notes Collateral Documents, amend, waive or supplement this Indenture or Indenture, the Securities, the Guarantees, the Notes Collateral Documents or the Intercreditor Agreement for any of the following purposes: (i) to evidence the succession of another Person to the Company or a Guarantor and the assumption by any such successor of the covenants of the Company or such Guarantor herein and in the Securities or such Guarantor’s Guarantee and to evidence the assumption of obligations under this IndentureIndenture and a Guarantee pursuant to Section 10.16; (ii) to add to the covenants of the Company or a Guarantor for the benefit of the Holders, or to surrender any right or power herein conferred upon the Company or a Guarantor; (iii) to secure the Securities; (iv) to comply with any requirements of the Commission in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act; or; (v) to cure any ambiguity, omission or mistake, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture which shall not be inconsistent with the provisions of this Indenture; (vi) to make any change that does not adversely affect the rights of the Holders; (vii) to conform any provision of this Indenture to any provision under the heading “Description of the Secured Notes” in the Prospectus; (viii) to add Guarantees or Collateral, or release or discharge Guarantees or Collateral from the Lien of this Indenture or the Notes Collateral Documents, in accordance with the terms of this Indenture, the Notes Collateral Documents or the Intercreditor Agreement, as applicable; (ix) to secure any First Lien Obligations or Additional Second Lien Obligations to the extent permitted under this Indenture and the Notes Collateral Documents or as contemplated in the Intercreditor Agreement in connection with the incurrence of Additional First Lien Obligations or Additional Second Lien Obligations or otherwise; (x) to provide for uncertificated Securities in addition to or in place of certificated Securities; (xi) to make such provisions as necessary (as determined in good faith by the Company) for the issuance of Additional Securities; or (xii) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee pursuant to the requirements hereof or to provide for the accession by the Trustee to any Notes Collateral Document. provided, however, that (a) such amendment, waiver or supplement does not adversely affect the rights of any Holder of Securities and (b) the Company shall have delivered to the Trustee an Opinion of Counsel and Officer’s Officers’ Certificate stating that such action pursuant to clauses (i), (ii), (iii), (iv), (v), (vii) or (vviii) above is permitted by this Indenture. The Trustee shall not be obligated to enter into any such amendment, waiver or supplemental indenture that adversely affects its own rights, duties or immunities under this Indenture or otherwise.

Amendments, Waivers and Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, when authorized by a Board Resolution, the Company and each Guarantor, and the Trustee, at any time and from time to time, may together amend, waive or supplement this Indenture or the Securities, for any of the following purposes: (i) to evidence the succession of another Person to the Company or a Guarantor and the assumption by any such successor of the covenants of the Company or such Guarantor herein and in the Securities or such Guarantor’s Guarantee and to evidence the assumption of obligations under this Indenture;Indenture and a Guarantee pursuant to Section 10.16; or (ii) to add to the covenants of the Company or a Guarantor for the benefit of the Holders, or to surrender any right or power herein conferred upon the Company or a Guarantor;; or (iii) to secure the Securities;; or (iv) to comply with any requirements of the Commission in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act; or (v) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture which shall not be inconsistent with the provisions of this Indenture; provided, however, that (a) such amendment, waiver or supplement does not adversely affect the rights of any Holder of Securities and (b) the Company shall have delivered to the Trustee an Opinion of Counsel and Officer’s Certificate stating that such action pursuant to clauses (i), (ii), (iii), (iv) or (v) above is permitted by this Indenture. The Trustee shall not be obligated to enter into any such amendment, waiver or supplemental indenture that adversely affects its own rights, duties or immunities under this Indenture or otherwise.

Amendments, Waivers and Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, when authorized by a Board Resolutionthe Company, the Company and each GuarantorSubsidiary Guarantors, the Trustee and the TrusteeCollateral Agent, at any time and from time to time, may together enter into any additional or supplemental Notes Security Documents, or amend, waive or supplement this Indenture Indenture, the Notes, the Guarantees or the Securities, Notes Security Documents for any of the following purposes: (i) to evidence the succession of another Person to the Company or a Subsidiary Guarantor and the assumption by any such successor of the covenants of the Company or such Subsidiary Guarantor herein and in the Securities Notes or such Subsidiary Guarantor’s Guarantee and to evidence the assumption of obligations under this IndentureIndenture and a Guarantee pursuant to Section 4.16; (ii) to add to the covenants of the Company or a Subsidiary Guarantor for the benefit of the Holders, or to surrender any right or power herein conferred upon the Company or a Subsidiary Guarantor; (iii) to secure the Securities; (iv) to comply with any requirements of the Commission in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act; or (v) to cure any ambiguity, omission or mistake, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture which shall not be inconsistent with the provisions of this Indenture; provided, however, ; (iv) to make any change that (a) such amendment, waiver or supplement does not adversely affect the rights of the Holders or, as to the Notes Security Documents, in any Holder manner that would be adverse to Holders in any material respect; (v) to conform any provision of Securities this Indenture to any provision under the heading “Description of Notes” in the Offering Memorandum; (vi) to add Guarantees or Collateral, execute a Guaranty Agreement or additional Notes Security Documents, or release or discharge Guarantees or Collateral from the Lien of this Indenture or the Notes Security Documents, in accordance with the terms of this Indenture or the Notes Security Documents, as applicable; (vii) to secure any Additional Secured Indebtedness to the extent permitted under this Indenture and the Notes Security Documents; (bviii) to make such amendments, waivers or supplements as are permitted or required by the terms of the Intercreditor Agreement; (ix) to provide for uncertificated Notes in addition to or in place of certificated Notes; (x) to make such provisions as necessary (as determined in good faith by the Company) for the issuance of Additional Notes; or (xi) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee pursuant to the requirements hereof or to provide for the accession by the Trustee to any Notes Security Document. provided, however, that the Company shall have delivered to the Trustee an Opinion of Counsel and Officer’s Certificate stating that such action pursuant to clauses (i), (ii), (iiiv), (ivvii), (viii) or (vix) above is permitted by this Indenture. The Trustee shall not be obligated to enter into any such amendment, waiver or supplemental indenture that adversely affects its own rights, duties or immunities under this Indenture or otherwise.

Amendments, Waivers and Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, when authorized by a Board Resolution, the Company and each Guarantor, and the Trustee, at any time and from time to time, may together amend, waive or supplement this Indenture or the Securities, for any of the following purposes: (ia) to evidence the succession of another Person to the Company or a Guarantor and the assumption by any such successor of the covenants of the Company or such Guarantor herein and in the Securities or such Guarantor’s Guarantee and to evidence the assumption of obligations under this Indenture; (iib) to add to the covenants of the Company or a Guarantor for the benefit of the Holders, or to surrender any right or power herein conferred upon the Company or a GuarantorCompany; (iiic) to secure the Securities; (ivd) to comply with any requirements of the Commission in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act; or; (ve) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture which shall not be inconsistent with the provisions of this Indenture; or (f) to make any change that does not adversely affect the rights of the Holders; provided, however, that (ai) such amendment, waiver or supplement does not adversely affect the rights of any Holder of Securities and (bii) the Company shall have delivered to the Trustee an Opinion of Counsel and Officer’s Certificate stating that such action pursuant to clauses (i), a) to (ii), (iii), (iv) or (vf) above is permitted by this Indenture. The Trustee shall not be obligated to enter into any such amendment, waiver or supplemental indenture that adversely affects its own rights, duties or immunities under this Indenture or otherwise.

Amendments, Waivers and Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, when authorized by a Board Resolution, the Company and each Guarantor, and the TrusteeTrustee and the Notes Collateral Agent, at any time and from time to time, may together enter into the Notes Collateral Documents and any additional or supplemental Notes Collateral Documents and amend, waive or supplement this Indenture or Indenture, the Securities, the Guarantees, the Notes Collateral Documents or the Intercreditor Agreement for any of the following purposes: (i) to evidence the succession of another Person to the Company or a Guarantor and the assumption by any such successor of the covenants of the Company or such Guarantor herein and in the Securities or such Guarantor’s Guarantee and to evidence the assumption of obligations under this Indenture; (ii) to add to the covenants of the Company or a Guarantor for the benefit of the Holders, or to surrender any right or power herein conferred upon the Company or a Guarantor; (iii) to secure the Securities; (iv) to comply with any requirements of the Commission in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act; or; (v) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture which shall not be inconsistent with the provisions of this Indenture; or (vi) to make any change that does not materially adversely affect the rights of the Holders; or (vii) releasing Collateral from the Lien of this Indenture or the Notes Collateral Documents in accordance with the terms of this Indenture; or (viii) such other amendments, waivers or supplements to secure any Additional Second Lien Obligations to the extent permitted under this Indenture and the Notes Collateral Documents or as contemplated in the Intercreditor Agreement in connection with the incurrence of Additional First Lien Obligations or Second Lien Obligations or otherwise. provided, however, that (a) such amendment, waiver or supplement (other than an amendment, waiver or supplement of the type described in clause (vi) above) does not adversely affect the rights of any Holder of Securities and (b) the Company shall have delivered to the Trustee an Opinion of Counsel and Officer’s Certificate stating that such action pursuant to clauses (i), (ii), (iii), (iv), (v), (vii) or (vviii) above is permitted by this Indenture. The Trustee shall not be obligated to enter into any such amendment, waiver or supplemental indenture that adversely affects its own rights, duties or immunities under this Indenture or otherwise.

Amendments, Waivers and Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, when authorized by a Board Resolution, the Company and each Guarantor, and the Trustee, at any time and from time to time, may together amend, waive or supplement this Indenture Indenture, the Securities of any series or the SecuritiesGuarantees, for any of the following purposes: (i) to evidence the succession of another Person to the Company or a Guarantor and the assumption by any such successor of the covenants of the Company or such Guarantor herein and in the applicable series of Securities or such Guarantor’s Guarantee of the applicable series of Securities and to evidence the assumption of obligations under this IndentureIndenture and a Guarantee pursuant to Section 10.16; (ii) to add to the covenants of the Company or a Guarantor for the benefit of the HoldersHolders of the applicable series of Securities, or to surrender any right or power herein conferred upon the Company or a Guarantor; (iii) to secure the SecuritiesSecurities of any series; (iv) at the Company’s election, to comply with any requirements of the Commission in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act; or; (v) to cure any ambiguity, omission or mistake, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture which shall not be inconsistent with the provisions of this Indenture; provided, however, ; (vi) to make any change that (a) such amendment, waiver or supplement does not materially adversely affect the rights of any Holder of the Securities of any series (as determined by the Company); (vii) to conform any provision of this Indenture to any provision under the heading “Description of the notes” in the Offering Memorandum; (viii) to add Guarantees or release or discharge Guarantees in accordance with the terms of this Indenture; (ix) to provide for uncertificated Securities in addition to or in place of certificated Securities (provided that the uncertificated Securities are issued in registered form for purposes of Section 163(f) of the Code); (x) to make such provisions as necessary (as determined in good faith by the Company) for the issuance of Additional Securities; or (xi) to evidence and (b) provide for the Company shall have delivered acceptance and appointment under this Indenture of a successor Trustee pursuant to the Trustee an Opinion of Counsel and Officer’s Certificate stating requirements hereof. provided, however, that such action pursuant to clauses (i), (ii), (iii), (iv) or (v) above is permitted by this Indenture. The the Trustee shall not be obligated to enter into any such amendment, waiver or supplemental indenture that adversely affects its own rights, duties or immunities under this Indenture or otherwise.

Amendments, Waivers and Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, when authorized by a Board Resolution, the Company and each Guarantor, and the Trustee, at any time and from time to time, may together amend, waive or supplement this Indenture Indenture, the Securities or the SecuritiesGuarantees, for any of the following purposes: (i) to evidence the succession of another Person to the Company or a Guarantor and the assumption by any such successor of the covenants of the Company or such Guarantor herein and in the Securities or such Guarantor’s Guarantee and to evidence the assumption of obligations under this IndentureIndenture and a Guarantee pursuant to Section 10.16; (ii) to add to the covenants of the Company or a Guarantor for the benefit of the Holders, or to surrender any right or power herein conferred upon the Company or a Guarantor; (iii) to secure the Securities; (iv) to comply with any requirements of the Commission in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act; or; (v) to cure any ambiguity, omission or mistake, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture which shall not be inconsistent with the provisions of this Indenture; (vi) to make any change that does not adversely affect the rights of the Holders; (vii) to conform any provision of this Indenture to any provision under the heading “Description of the Senior Notes” in the Prospectus; (viii) to add Guarantees or release or discharge Guarantees in accordance with the terms of this Indenture; (ix) to provide for uncertificated Securities in addition to or in place of certificated Securities; (x) to make such provisions as necessary (as determined in good faith by the Company) for the issuance of Additional Securities; or (xi) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee pursuant to the requirements hereof. provided, however, that (a) such amendment, waiver or supplement does not adversely affect the rights of any Holder of Securities and (b) the Company shall have delivered to the Trustee an Opinion of Counsel and Officer’s Officers’ Certificate stating that such action pursuant to clauses (i), (ii), (iii), (iv), (v), (vii) or (vviii) above is permitted by this Indenture. The Trustee shall not be obligated to enter into any such amendment, waiver or supplemental indenture that adversely affects its own rights, duties or immunities under this Indenture or otherwise.