Common use of Impairment of Security Interest Clause in Contracts

Impairment of Security Interest. The Parent shall not and shall not permit any Restricted Subsidiary to take or knowingly or negligently omit to take any action which action or omission would have the result of materially impairing the security interest with respect to the Collateral (it being understood that the incurrence of Liens on the Collateral permitted by the definition of Permitted Collateral Liens (including the release and re-taking of one or more Liens in connection with the incurrence of Permitted Collateral Liens) shall under no circumstances be deemed to materially impair the security interest with respect to the Collateral) for the benefit of the Trustee and the Holders of the Notes (including any Additional Notes), and the Parent shall not, and shall not permit any Restricted Subsidiary to, grant to any Person other than the Security Agent (or Polish Security Agent), for the benefit of the Trustee and the Holders of the Notes (including any Additional Notes) and the other beneficiaries described in the Security Documents, any interest in any of the Collateral; provided that the Parent and its Restricted Subsidiaries may incur Liens on the Collateral permitted by the definition of Permitted Collateral Liens; provided further, however, that (a) nothing in this provision shall restrict the release or replacement of any Collateral in compliance with the terms of this Indenture, the Security Documents and any intercreditor agreements, and (b) any Collateral or any Security Document relating to any Collateral may be amended, extended, renewed, restated, supplemented or otherwise modified or replaced (i) if contemporaneously with any such action, the Parent delivers to the Trustee an Officers’ Certificate confirming that the Parent is solvent or an Opinion of Counsel, in form and substance reasonably satisfactory to the Trustee, confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement (an “Amendment”), the Lien or Liens (other than in respect of Liens on assets that have been added to the Collateral as a result of such Amendment) created under any Security Document relating to any Collateral so amended, extended, renewed, restated, supplemented, modified or replaced are valid Liens enforceable in accordance with their terms against the grantor of the Liens and not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such Amendment or (ii) to allow for the conversion of an entity the shares of which constitute Collateral to another form of Person (or to allow for conversion, recapitalization or similar transactions involving the shares or other Equity Interests of any such entity) if contemporaneously with any such action, the Parent delivers to the Trustee an Opinion of Counsel, in form and substance reasonably satisfactory to the Trustee, confirming that, after giving effect to any transactions related to such an Amendment, the Lien or Liens created in respect of such Collateral so amended, extended, renewed, restated, supplemented, modified or replaced are valid Liens enforceable in accordance with their terms against the grantor of the Liens. In the event that the Parent complies with the requirements of this Section 4.24, the Trustee and the Security Agent (including the Polish Security Agent) shall consent to any such Amendment without the need for instructions from Holders of the Notes.

Impairment of Security Interest. The Parent Issuer shall not not, and shall not permit any Restricted Subsidiary to to, take or knowingly or negligently omit to take any action action, which action or omission would have the result of materially impairing the security interest with respect to the Collateral (it being understood that the incurrence of Liens on the Collateral permitted by the definition of Permitted Collateral Liens (including the release and re-taking of one or more Liens in connection with i) the incurrence of Permitted Collateral LiensLiens and (ii) the release or modification of the Liens on the Collateral in accordance with the terms of this Indenture and related Security Documents, in each case of clauses ‎(i) and ‎‎(ii), shall under no circumstances be deemed to materially impair the security interest with respect to the Collateral) for the benefit of the Trustee Trustee, Security Agent and the Holders holders of the Notes (including any Additional Notes), and the Parent Issuer shall not, and shall not permit any Restricted Subsidiary to, grant to any Person other than the Security Agent (or Polish Security Agent), for the benefit of the Trustee and the Holders holders of the Notes (including any Additional Notes) and the other beneficiaries described in the Security Documents, any interest in Lien over any of the CollateralCollateral that is prohibited by ‎‎Section 4.07; provided that the Parent Issuer and its Restricted Subsidiaries may incur Liens on any Lien over any of the Collateral permitted that is not prohibited by the definition of ‎‎Section 4.07, including Permitted Collateral Liens; provided further, however, that (a) nothing and the Collateral may be discharged or released in accordance with this provision shall restrict Indenture and the release or replacement of any Collateral in compliance with applicable Security Documents. Subject to the terms of this Indentureforegoing, the Security Documents and any intercreditor agreements, and (b) any Collateral or any Security Document relating to any Collateral may be amended, extended, renewed, restated, supplemented restated or otherwise modified or replaced released to (i) if cure any ambiguity, omission, defect or inconsistency therein; (ii) add to the Collateral; or (iii) make any other change thereto that does not adversely affect the holders of the Notes in any material respect; provided, however, that (except where permitted by this Indenture or to effect or facilitate the creation of Permitted Collateral Liens for the benefit of the Security Agent and holders of other Indebtedness incurred in accordance with this Indenture) no Security Document may be amended, extended, renewed, restated or otherwise modified or released, unless contemporaneously with any such actionamendment, extension, renewal, restatement or modification or release (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), the Parent Issuer delivers to the Trustee Security Agent and the Trustee, (1) a solvency opinion, in form and substance reasonably satisfactory to the Security Agent and the Trustee, from an Officers’ Certificate confirming that accounting, appraisal or investment banking firm of international standing which confirms the Parent is solvent solvency of the Issuer and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, modification or release, (2) a certificate from an Officer of the relevant Person which confirms the solvency of the Person granting such Lien after giving effect to any transactions related to such amendment, extension, renewal, restatement, modification or release (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets) and (3) an Opinion of Counsel (subject to any qualifications customary for this type of Opinion of Counsel), in form and substance reasonably satisfactory to the Trustee, confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement release (followed by an “Amendment”immediate retaking of a Lien of at least equivalent ranking over the same assets), the Lien or Liens (other than in respect of Liens on assets that have been added to the Collateral as a result of such Amendment) created under any the Security Document relating to any Collateral Document, so amended, extended, renewed, restated, supplemented, modified or replaced released and retaken, are valid and perfected Liens enforceable in accordance with their terms against the grantor of the Liens and not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such Amendment amendment, extension, renewal, restatement, modification or (ii) release and retake and to allow for which the conversion of an entity new Indebtedness secured by the shares of which constitute Permitted Collateral to another form of Person (or to allow for conversion, recapitalization or similar transactions involving the shares or other Equity Interests of any such entity) if contemporaneously with any such action, the Parent delivers to the Trustee an Opinion of Counsel, in form and substance reasonably satisfactory to the Trustee, confirming that, after giving effect to any transactions related to such an Amendment, the Lien or Liens created in respect of such Collateral so amended, extended, renewed, restated, supplemented, modified or replaced are valid Liens enforceable in accordance with their terms against the grantor of the Liensis not subject. In the event that the Parent complies Issuer and its Restricted Subsidiaries comply with the requirements of this Section 4.24‎‎Section 4.22, the Trustee and the Security Agent shall (including the Polish Security Agentsubject to customary protections and indemnifications) shall consent to any such Amendment amendments without the need for instructions from the Holders of the Notes.

Impairment of Security Interest. The Parent Issuer shall not not, and shall not permit any of its Restricted Subsidiary to Subsidiaries to, take or knowingly or negligently omit to take any action which action or omission would have the result of materially impairing the security interest interests with respect to the Collateral (it being understood that the incurrence of Liens on the Collateral permitted by the definition of Permitted Collateral Liens (in accordance with this Section 4.23, including the release and re-taking of one or more Liens liens in connection with the incurrence therewith, and any actions permitted under Section 4.6 and any release of Permitted Collateral Liens) assets authorized by this Indenture, shall under no circumstances be deemed to materially impair the security interest with respect to the Collateral) created by the Security Documents for the benefit of the Trustee Note holders and the Holders of the Notes (including any Additional Notes), and the Parent Issuer shall not, and shall not permit any Restricted Subsidiary to, grant to any Person other than the Trustee, the Security Agent (or Polish Security Agent), for and the benefit beneficiaries of the Trustee and the Holders of the Notes (including any Additional Notes) and the other beneficiaries described in the Security Documents, Documents any interest whatsoever in any of the Collateral; provided that the Parent and its Restricted Subsidiaries may incur Liens on the Collateral permitted by the definition of , except pursuant to any Permitted Collateral Liens, as permitted by Section 4.6; provided furtherprovided, however, that (a) nothing in this provision shall restrict the release or replacement of any Collateral in compliance with the terms of this Indenture, the Security Documents and any intercreditor agreements, and (b) any Collateral or any Security Document relating to any Collateral may be amended, extended, renewed, restated, supplemented or otherwise modified or replaced (i) replaced, if contemporaneously with any such action, the Parent Issuer delivers to the Trustee Trustee, either (1) a solvency opinion, in form and substance reasonably satisfactory to the Trustee, from an Officers’ Certificate independent financial advisor confirming that the Parent is solvent solvency of the Issuer and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, and an Opinion of Counsel (subject to any necessary qualifications relating to hardening periods and other qualifications customary for this type of Opinion of Counsel), in form and substance reasonably satisfactory to the Trustee, confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement (followed by an immediate retaking of a lien of at least equivalent ranking over the same assets), the Lien or Liens created under the Security Document so amended, extended, renewed, restated, supplemented, modified or replaced are valid Liens or (2) an Opinion of Counsel, in form and substance reasonably satisfactory to the Trustee, confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement (an “Amendment”)replacement, the Lien or Liens (other than in respect of Liens on assets that have been added to the Collateral as a result of such Amendment) created under any the Security Document relating to any Collateral so amended, extended, renewed, restated, supplemented, modified or replaced are valid Liens enforceable in accordance with their terms against the grantor of the Liens and not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such Amendment amendment, extension, renewal, restatement, supplement, modification or (ii) to allow for the conversion of an entity the shares of which constitute Collateral to another form of Person (or to allow for conversion, recapitalization or similar transactions involving the shares or other Equity Interests of any such entity) if contemporaneously with any such action, the Parent delivers to the Trustee an Opinion of Counsel, in form and substance reasonably satisfactory to the Trustee, confirming that, after giving effect to any transactions related to such an Amendment, the Lien or Liens created in respect of such Collateral so amended, extended, renewed, restated, supplemented, modified or replaced are valid Liens enforceable in accordance with their terms against the grantor of the Liensreplacement. In the event that the Parent Issuer complies with the requirements of this Section 4.244.23, the Trustee shall (subject to customary protections and the Security Agent (including the Polish Security Agentindemnifications) shall consent to any such Amendment without amendment, extension, renewal, restatement, supplement, modification or replacement and shall direct the need for instructions from Holders of the NotesSecurity Agent to give effect to any such amendment, extension, renewal, restatement, supplement, modification or replacement.

Impairment of Security Interest. The Parent shall not and shall not permit any Restricted Subsidiary to take or knowingly or negligently omit to take any action which action or omission would have the result of materially impairing the security interest with respect to the Collateral (it being understood that the incurrence of Liens on the Collateral permitted by the definition of Permitted Collateral Liens (including the release and re-taking of one or more Liens in connection with the incurrence of Permitted Collateral Liens) shall under no circumstances be deemed to materially impair the security interest with respect to the Collateral) for the benefit of the Trustee and the Holders of the Notes (including any Additional Notes), and the Parent shall not, and shall not permit any Restricted Subsidiary to, grant to any Person other than the Security Agent (or Polish Security Agent), for the benefit of the Trustee and the Holders of the Notes (including any Additional Notes) and the other beneficiaries described in the Security Documents, any interest in any of the Collateral; provided that the Parent and its Restricted Subsidiaries may incur Liens on the Collateral permitted by the definition of Permitted Collateral Liens; provided provided, further, however, that (a) nothing in this provision shall restrict the release or replacement of any Collateral in compliance with the terms of this Indenture, the Security Documents and any intercreditor agreements, and (b) any Collateral or any Security Document relating to any Collateral may be amended, extended, renewed, restated, supplemented or otherwise modified or replaced (i) if contemporaneously with any such action, the Parent delivers to the Trustee an Officers’ Certificate confirming that the Parent is solvent or an Opinion of Counsel, in form and substance reasonably satisfactory to the Trustee, confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement (an “Amendment”), the Lien or Liens (other than in respect of Liens on assets that have been added to the Collateral as a result of such Amendment) created under any Security Document relating to any Collateral so amended, extended, renewed, restated, supplemented, modified or replaced are valid Liens enforceable in accordance with their terms against the grantor of the Liens and not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such Amendment or (ii) to allow for the conversion of an entity the shares of which constitute Collateral to another form of Person (or to allow for conversion, recapitalization or similar transactions involving the shares or other Equity Interests of any such entity) if contemporaneously with any such action, the Parent delivers to the Trustee an Opinion of Counsel, in form and substance reasonably satisfactory to the Trustee, confirming that, after giving effect to any transactions related to such an Amendment, the Lien or Liens created in respect of such Collateral so amended, extended, renewed, restated, supplemented, modified or replaced are valid Liens enforceable in accordance with their terms against the grantor of the Liens. In the event that the Parent complies with the requirements of this Section 4.24, the Trustee and the Security Agent (including the Polish Security Agent) shall consent to any such Amendment without the need for instructions from Holders of the Notes.

Impairment of Security Interest. The Parent shall not and shall not permit Subject to the Intercreditor Agreement with respect to the Collateral (other than the Foreign Collateral), neither the Company nor any of its Restricted Subsidiary to Subsidiaries will take or knowingly or negligently omit to take any action which action would adversely affect or omission would have impair in any material respect the result Liens in favor of materially impairing the security Collateral Agent with respect to the Collateral. Neither the Company nor any of its Restricted Subsidiaries shall grant to any Person (other than the Collateral Agent), or permit any Person (other than the Collateral Agent), to retain any interest whatsoever in the Collateral other than Permitted Liens. Neither the Company nor any of its Restricted Subsidiaries will enter into any agreement that requires the proceeds received from any sale of Collateral to be applied to repay, redeem, defease or otherwise acquire or retire any Indebtedness of any Person, other than as permitted by this Indenture, the Notes, the Intercreditor Agreement with respect to the Collateral (it being understood that other than the incurrence of Liens on Foreign Collateral) and the Collateral permitted by the definition of Permitted Collateral Liens (including the release and re-taking of one or more Liens in connection with the incurrence of Permitted Collateral Liens) shall under no circumstances be deemed to materially impair the security interest with respect to the Collateral) for the benefit of the Trustee and the Holders of the Notes (including any Additional Notes), and the Parent shall notAgreements. The Company shall, and shall not permit any cause each such Restricted Subsidiary to, grant to any Person other than at their sole cost and expense, execute and deliver all such agreements and instruments as the Security Collateral Agent (or Polish Security Agent), for the benefit of the Trustee shall reasonably request to more fully or accurately describe the property intended to be Collateral or the obligations intended to be secured by the Collateral Agreements. The Company shall, and shall cause each such Restricted Subsidiary to, at their sole cost and expense, file any such notice filings or other agreements or instruments as may be reasonably necessary or desirable under applicable law to perfect the Liens created by the Collateral Agreements at such times and at such places as the Collateral Agent or the Trustee may reasonably request. Notwithstanding anything to the contrary in this covenant, the Company shall not be required to use more than its reasonable best efforts to cause a Lien to be granted on any assets acquired after the Issue Date by any of its Foreign Restricted Subsidiaries to secure the Notes and the Holders of Guarantees and in any event, the Notes (including any Additional Notes) Company shall have no such obligation and no such Lien shall be granted if the other beneficiaries described Company determines, in the Security Documents, any interest in any good faith exercise of the Collateral; provided that the Parent and its Restricted Subsidiaries may incur Liens on the Collateral permitted by the definition of Permitted Collateral Liens; provided further, however, that (a) nothing in this provision shall restrict the release or replacement of any Collateral in compliance with the terms of this Indenture, the Security Documents and any intercreditor agreements, and (b) any Collateral or any Security Document relating to any Collateral may be amended, extended, renewed, restated, supplemented or otherwise modified or replaced (i) if contemporaneously with any such action, the Parent delivers to the Trustee an Officers’ Certificate confirming that the Parent is solvent or an Opinion of Counsel, in form and substance reasonably satisfactory to the Trustee, confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement (an “Amendment”), the Lien or Liens (other than in respect of Liens on assets that have been added to the Collateral as a result of such Amendment) created under any Security Document relating to any Collateral so amended, extended, renewed, restated, supplemented, modified or replaced are valid Liens enforceable in accordance with their terms against the grantor of the Liens and not otherwise subject to any limitation, imperfection or new hardening period, in equity or at lawsole discretion, that such Lien could in any way result (in the year such Lien is obtained or Liens were not otherwise subject would be deemed to immediately prior to such Amendment be obtained, or (iiin any other year) to allow for the conversion of in an entity the shares of which constitute Collateral to another form of Person (or to allow for conversion, recapitalization or similar transactions involving the shares or other Equity Interests adverse tax consequence of any such entity) if contemporaneously with any such action, the Parent delivers kind to the Trustee an Opinion of Counsel, in form and substance reasonably satisfactory to the Trustee, confirming that, after giving effect to Company or any transactions related to such an Amendment, the Lien or Liens created in respect of such Collateral so amended, extended, renewed, restated, supplemented, modified or replaced are valid Liens enforceable in accordance with their terms against the grantor of the Liens. In the event that the Parent complies with the requirements of this Section 4.24, the Trustee and the Security Agent (including the Polish Security Agent) shall consent to any such Amendment without the need for instructions from Holders of the Notessuccessor entity.

Impairment of Security Interest. The Parent shall not and shall not permit any Restricted Subsidiary to take or knowingly or negligently omit to take any action which action or omission would have the result of materially impairing the security interest with respect to the Collateral (it being understood that the incurrence of Liens on the Collateral permitted by the definition of Permitted Collateral Liens (including the release and re-taking of one or more Liens in connection with the incurrence of Permitted Collateral Liens) shall under no circumstances be deemed to materially impair the security interest with respect to the Collateral) for the benefit of the Trustee and the Holders of the Notes (including any Additional Notes), and the Parent shall not, and shall not permit any Restricted Subsidiary to, grant to any Person other than the Security Agent (or Polish Security Agent), for the benefit of the Trustee and the Holders of the Notes (including any Additional Notes) and the other beneficiaries described in the Security Documents, any interest in any of the Collateral; provided that the Parent and its Restricted Subsidiaries may incur Liens on the Collateral permitted by the definition of Permitted Collateral Liens; provided provided, further, however, that (a) nothing in this provision shall restrict the release or replacement of any Collateral in compliance with the terms of this Indenture, the Security Documents and any intercreditor agreements, and (b) any Collateral or any Security Document relating to any Collateral may be amended, extended, renewed, restated, supplemented or otherwise modified or replaced (i) if contemporaneously with any such action, the Parent delivers to the Trustee an Officers’ Certificate confirming that the Parent is solvent or an Opinion of Counsel, in form and substance reasonably satisfactory to the Trustee, confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement (an “Amendment”), the Lien or Liens (other than in respect of Liens on assets that have been added to the Collateral as a result of such Amendment) created under any Security Document relating to any Collateral so amended, extended, renewed, restated, supplemented, modified or replaced are valid Liens enforceable in accordance with their terms against the grantor of the Liens and not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such Amendment or (ii) to allow for the conversion of an entity the shares of which constitute Collateral to another form of Person (or to allow for conversion, recapitalization or similar transactions involving the shares or other Equity Interests of any such entity) if contemporaneously with any such action, the Parent delivers to the Trustee an Opinion of Counsel, in form and substance reasonably satisfactory to the Trustee, confirming that, after giving effect to any transactions related to such an Amendment, the Lien or Liens created in respect of such Collateral so amended, extended, renewed, restated, supplemented, modified or replaced are valid Liens enforceable in accordance with their terms against the grantor of the Liens. In the event that the Parent complies with the requirements of this Section 4.24, the Trustee and the Security Agent (including the Polish Security Agent) shall consent to any such Amendment without the need for instructions from Holders of the Notes.

Impairment of Security Interest. The Parent Issuer shall not not, and shall not permit any Restricted Subsidiary to to, take or knowingly or negligently omit to take any action action, which action or omission would have the result of materially impairing the security interest with respect to the Collateral (it being understood that the incurrence of Liens on the Collateral permitted by the definition of Permitted Collateral Liens (including the release and re-taking of one or more Liens in connection with i) the incurrence of Permitted Collateral LiensLiens and (ii) the release or modification of the Liens on the Collateral in accordance with the terms of this Indenture and related Security Documents, in each case of clauses ‎(i) and ‎‎(ii), shall under no circumstances be deemed to materially impair the security interest with respect to the Collateral) for the benefit of the Trustee Trustee, the Security Agent and the Holders of the Notes (including any Additional Notes)Holders, and the Parent Issuer shall not, and shall not permit any Restricted Subsidiary to, grant to any Person other than the Security Agent (or Polish Security Agent), for the benefit of the Trustee and the Holders of the Notes (including any Additional Notes) and the other beneficiaries described in the Security DocumentsDocuments and any Intercreditor Agreement, any interest in Lien over any of the CollateralCollateral that is prohibited by ‎‎Section 4.07; provided that the Parent Issuer and its Restricted Subsidiaries may incur Liens on any Lien over any of the Collateral permitted that is not prohibited by the definition of ‎‎Section 4.07, including Permitted Collateral Liens; provided further, however, that (a) nothing and the Collateral may be discharged or released in this provision shall restrict the release or replacement of any Collateral in compliance accordance with the terms of this Indenture, the applicable Security Documents and any intercreditor agreementseach Intercreditor Agreement. Subject to the foregoing, and (b) any Collateral or any the Security Document relating to any Collateral Documents may be amended, extended, renewed, restated, supplemented restated or otherwise modified or replaced released to (i) if cure any ambiguity, omission, defect or inconsistency therein; (ii) provide for Permitted Collateral Liens, (iii) add to the Collateral; or (iv) make any other change thereto that does not adversely affect the Holders in any material respect; provided, however, that (except where permitted by this Indenture or any Intercreditor Agreement or to effect or facilitate the creation of Permitted Collateral Liens for the benefit of the Security Agent and holders of other Indebtedness incurred in accordance with this Indenture) no Security Document may be amended, extended, renewed, restated or otherwise modified or released, unless contemporaneously with any such actionamendment, extension, renewal, restatement or modification or release (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), the Parent Issuer delivers to the Trustee Security Agent and the Trustee, (1) a solvency opinion, in form and substance reasonably satisfactory to the Security Agent and the Trustee, from an Officers’ Certificate confirming that accounting, appraisal or investment banking firm of international standing which confirms the Parent is solvent solvency of the Issuer and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, modification or release, (2) a certificate from an Officer of the relevant Person which confirms the solvency of the Person granting such Lien after giving effect to any transactions related to such amendment, extension, renewal, restatement, modification or release (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets) and (3) an Opinion of Counsel (subject to any qualifications customary for this type of Opinion of Counsel), in form and substance reasonably satisfactory to the Trustee, confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement release (followed by an “Amendment”immediate retaking of a Lien of at least equivalent ranking over the same assets), the Lien or Liens (other than in respect of Liens on assets that have been added to the Collateral as a result of such Amendment) created under any the Security Document relating to any Collateral Document, so amended, extended, renewed, restated, supplemented, modified or replaced released and retaken, are valid and perfected Liens enforceable in accordance with their terms against the grantor of the Liens and not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such Amendment amendment, extension, renewal, restatement, modification or (ii) release and retake and to allow for which the conversion of an entity new Indebtedness secured by the shares of which constitute Permitted Collateral to another form of Person (or to allow for conversion, recapitalization or similar transactions involving the shares or other Equity Interests of any such entity) if contemporaneously with any such action, the Parent delivers to the Trustee an Opinion of Counsel, in form and substance reasonably satisfactory to the Trustee, confirming that, after giving effect to any transactions related to such an Amendment, the Lien or Liens created in respect of such Collateral so amended, extended, renewed, restated, supplemented, modified or replaced are valid Liens enforceable in accordance with their terms against the grantor of the Liensis not subject. In the event that the Parent complies Issuer and its Restricted Subsidiaries comply with the requirements of this Section 4.24‎‎Section 4.22, the Trustee and the Security Agent shall (including the Polish Security Agentsubject to customary protections and indemnifications) shall consent to any such Amendment amendments without the need for instructions from Holders of the NotesHolders.

Impairment of Security Interest. (a) The Parent Company shall not not, and shall not permit any Restricted Subsidiary to to, take or knowingly or negligently omit to take any action which action or omission that would have the result of materially impairing the security interest Security Interest with respect to the Collateral (it being understood understood, subject to the proviso below, that the incurrence of Liens on the Collateral permitted by the definition Incurrence of Permitted Collateral Liens (including the release and re-taking of one or more Liens in connection with the incurrence of Permitted Collateral Liens) shall under no circumstances be deemed to materially impair the security interest Security Interest with respect to the Collateral) for the benefit of the Trustee Trustee, the Security Agent and the Holders of the Notes (including any Additional Notes)Holders, and the Parent Company shall not, and shall not permit any Restricted Subsidiary to, grant to any Person other than the Security Agent (or Polish the ABL Security Agent), for the benefit of the Trustee Trustee, the Security Agent and the Holders of the Notes (including any Additional Notes) and the other beneficiaries described in the Security DocumentsDocuments and the Intercreditor Agreement or any Additional Intercreditor Agreement, as the case may be, any interest whatsoever in any of the Collateral; provided Collateral except that (i) the Parent Company, and its the Restricted Subsidiaries may incur Liens on amend, extend, renew, restate, supplement, release or otherwise modify or replace any Security Documents for the Collateral permitted by the definition purposes of Incurring Permitted Collateral Liens, (ii) the Company, and the Restricted Subsidiaries may amend, extend, renew, restate, supplement, release or otherwise modify or replace any Security Documents for the purposes of undertaking a Permitted Reorganization, (iii) the Collateral may be discharged and released in accordance with this Indenture, the applicable Security Documents, the Intercreditor Agreement or any Additional Intercreditor Agreement, (iv) the applicable Security Documents may be amended from time to time to cure any ambiguity, mistake, omission, defect, error or inconsistency therein and (v) the Company, and the Restricted Subsidiaries may amend the Security Interests in any manner that does not adversely affect Holders in any material respect; provided furtherprovided, however, that in the case of clauses (ai), (ii) nothing in this provision shall restrict the release or replacement of any Collateral in compliance with the terms of this Indentureand (v) above, the Security Documents and any intercreditor agreements, and (b) any Collateral or any Security Document relating to any Collateral may not be amended, extended, renewed, restated, supplemented supplemented, released or otherwise modified or replaced (i) if replaced, unless contemporaneously with any such action, the Parent Company delivers to the Trustee, either (1) a solvency opinion, in a form reasonably satisfactory to the Trustee from an Officers’ Certificate Independent Financial Advisor confirming that the Parent is solvent solvency of the Company and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, release, modification or replacement, (2) a certificate from the Board of Directors of the relevant Person, which confirms the solvency of the Person granting such Security Interest, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, release, modification or replacement, or (3) an Opinion of Counsel, in a form and substance reasonably satisfactory to the Trustee, confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, release, modification or replacement (an “Amendment”)replacement, the Lien or Liens (other than in respect of Liens on assets that have been added to the Collateral as a result of such Amendment) created under any the Security Document relating to any Collateral Documents, so amended, extended, renewed, restated, supplemented, released, modified or replaced are valid Liens enforceable in accordance with their terms against the grantor of the Liens and not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such Amendment amendment, extension, renewal, restatement, supplement, release, modification or (ii) to allow for the conversion of an entity the shares of which constitute Collateral to another form of Person (or to allow for conversion, recapitalization or similar transactions involving the shares or other Equity Interests of any such entity) if contemporaneously with any such action, the Parent delivers to the Trustee an Opinion of Counsel, in form and substance reasonably satisfactory to the Trustee, confirming that, after giving effect to any transactions related to such an Amendment, the Lien or Liens created in respect of such Collateral so amended, extended, renewed, restated, supplemented, modified or replaced are valid Liens enforceable in accordance with their terms against the grantor of the Liens. In the event that the Parent complies with the requirements of this Section 4.24, the Trustee and the Security Agent (including the Polish Security Agent) shall consent to any such Amendment without the need for instructions from Holders of the Notesreplacement.

Impairment of Security Interest. The Parent Issuers shall not not, and shall not permit any Restricted Subsidiary to (x) take or knowingly or negligently omit to take any action which action or omission that would have the result of materially impairing the security interest with respect to the Collateral (it being understood understood, subject to the proviso below, that the incurrence of Liens on the Collateral permitted by the definition Incurrence of Permitted Collateral Liens (including the release and re-taking of one or more Liens in connection with the incurrence of Permitted Collateral Liens) shall under no circumstances be deemed to materially impair the security interest with respect to the Collateral) for the benefit of the Collateral Agent, the Trustee and the Holders of the Notes Holders, or (including any Additional Notes), and the Parent shall not, and shall not permit any Restricted Subsidiary to, y) grant to any Person other than the Security Collateral Agent (or, if different, the collateral agent under any Payment Priority Obligations, Pari Passu Secured Obligations or Polish Security Agent)Junior Secured Obligations that are subject to an Intercreditor Agreement, for the benefit of the Collateral Agent, the Trustee and the Holders of the Notes (including any Additional Notes) and the other beneficiaries described in the Security DocumentsDocuments and any Intercreditor Agreement, and other than with respect to any Permitted Lien, any interest whatsoever in any of the Collateral; provided , except that (i) the Parent Issuers and its the Restricted Subsidiaries may incur Incur Permitted Liens on and the Collateral permitted by the definition of Permitted Collateral Liens; provided further, however, that (a) nothing may be discharged and released in this provision shall restrict the release or replacement of any Collateral in compliance accordance with the terms of this Indenture, the applicable Security Documents and any intercreditor agreements, and (b) any Collateral or any Security Document relating to any Collateral may be amended, extended, renewed, restated, supplemented or otherwise modified or replaced (i) if contemporaneously with any such action, the Parent delivers to the Trustee an Officers’ Certificate confirming that the Parent is solvent or an Opinion of Counsel, in form Intercreditor Agreement and substance reasonably satisfactory to the Trustee, confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement (an “Amendment”), the Lien or Liens (other than in respect of Liens on assets that have been added to the Collateral as a result of such Amendment) created under any Security Document relating to any Collateral so amended, extended, renewed, restated, supplemented, modified or replaced are valid Liens enforceable in accordance with their terms against the grantor of the Liens and not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such Amendment or (ii) the applicable Security Documents may be amended from time to allow for time to cure any ambiguity, mistake, omission, defect or inconsistency therein. Each of the conversion of an entity the shares of which constitute Collateral to another form of Person (Issuers and each Guarantor will, at its sole cost and expense, execute and deliver all such agreements and instruments as necessary, or to allow for conversion, recapitalization or similar transactions involving the shares or other Equity Interests of any such entity) if contemporaneously with any such action, the Parent delivers to as the Trustee an Opinion of Counselor Collateral Agent reasonably requests, in form to more fully or accurately describe the assets and substance reasonably satisfactory property intended to be Collateral or the Trustee, confirming that, after giving effect obligations intended to any transactions related to such an Amendment, the Lien or Liens created in respect of such Collateral so amended, extended, renewed, restated, supplemented, modified or replaced are valid Liens enforceable in accordance with their terms against the grantor of the Liens. In the event that the Parent complies with the requirements of this Section 4.24, the Trustee and be secured by the Security Agent (including the Polish Security Agent) shall consent to any such Amendment without the need for instructions from Holders of the NotesDocuments.

Impairment of Security Interest. The Parent Company shall not not, and shall not permit any Restricted Subsidiary to to, take or knowingly or negligently omit to take any action which action or omission that would have the result of materially impairing the security interest Security Interest with respect to the Collateral (it being understood understood, subject to the proviso below, that the incurrence Incurrence of Liens on the Collateral permitted by the definition of Permitted Collateral Liens (including the release and re-taking of one or more Liens in connection with the incurrence of Permitted Collateral Liens) shall under no circumstances be deemed to materially impair the security interest Security Interest with respect to the Collateral) for the benefit of the Trustee and the Holders of the Notes (including any Additional Notes), and the Parent Company shall not, and shall not permit any Restricted Subsidiary to, grant to any Person other than the Security Agent (or Polish Security Agent), for the benefit of the Trustee and the Holders of the Notes (including any Additional Notes) Noteholders and the other beneficiaries described in the Security DocumentsDocuments and the Intercreditor Agreement or any Additional Intercreditor Agreement, any interest whatsoever in any of the Collateral; provided , except that (1) the Parent Company and its Restricted Subsidiaries may incur Liens on the Collateral permitted by the definition of Incur Permitted Collateral Liens; provided further, however, that (a2) nothing in this provision shall restrict the release or replacement of any Collateral in compliance with the terms of this Indenture, the Security Documents and any intercreditor agreements, and (b) any Collateral or any Security Document relating to any Collateral may be amended, extended, renewed, restated, supplemented supplemented, released or otherwise modified or replaced (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets) in accordance with this Indenture, the applicable Security Documents or the Intercreditor Agreement or any Additional Intercreditor Agreement, including in connection with a Permitted Reorganization or Change of Flag; and (3) the applicable Security Document may be amended, extended, renewed, restated, supplemented, released or otherwise modified or replaced (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets) from time to time (i) if to cure any ambiguity, mistake, omission, defect, manifest error or inconsistency therein, (ii) to comply with, or in accordance with, the terms of the Intercreditor Agreement or any Additional Intercreditor Agreement, (iii) to add Collateral, (iv) to evidence the succession of another Person as an Issuer or Guarantor (or addition of a Co-issuer of the Notes) and the assumption by such successor (or such co-issuer) of the obligations under this Indenture, the Notes, the Intercreditor Agreement and the Security Documents, in each case, including a Permitted Reorganization or in accordance with Article V, (v) to evidence and provide for the acceptance of the appointment of a successor Trustee or Security Agent or (vi) in any manner that does not adversely affect the Noteholders in any material respect; provided, however, that, except with respect to any discharge or release in accordance with this Indenture or the Intercreditor Agreement or any Additional Intercreditor Agreement, the Incurrence of Permitted Collateral Liens or any action expressly permitted by this Indenture or the Intercreditor Agreement or any Additional Intercreditor Agreement (including for the avoidance of doubt, clause (3) above), the Security Documents may not be amended, extended, renewed, restated, supplemented, released or otherwise modified or replaced (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), unless contemporaneously with any such action, the Parent Company delivers to the Trustee an Officers’ Certificate confirming that the Parent is solvent or an Opinion of Counsel, in form and substance reasonably satisfactory to the Trustee, either (i) a solvency opinion from an Independent Financial Advisor confirming thatthe solvency of the relevant Person and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, release, modification or replacement (followed by an “Amendment”), the immediate retaking of a Lien or Liens (other than in respect of Liens on assets that have been added to the Collateral as a result of such Amendment) created under any Security Document relating to any Collateral so amended, extended, renewed, restated, supplemented, modified or replaced are valid Liens enforceable in accordance with their terms against the grantor of the Liens and not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such Amendment or (ii) to allow for the conversion of an entity the shares of which constitute Collateral to another form of Person (or to allow for conversion, recapitalization or similar transactions involving the shares or other Equity Interests of any such entity) if contemporaneously with any such action, the Parent delivers to the Trustee an Opinion of Counsel, in form and substance reasonably satisfactory to the Trustee, confirming that, after giving effect to any transactions related to such an Amendment, the Lien or Liens created in respect of such Collateral so amended, extended, renewed, restated, supplemented, modified or replaced are valid Liens enforceable in accordance with their terms against the grantor of the Liens. In the event that the Parent complies with the requirements of this Section 4.24, the Trustee and the Security Agent (including the Polish Security Agent) shall consent to any such Amendment without the need for instructions from Holders of the Notes.least

Impairment of Security Interest. The Parent Company shall not not, and shall not permit any Restricted Subsidiary to of the Company to, take or knowingly or negligently omit to take any action which action or omission that would have the result of materially impairing the security interest with respect to the Collateral (it being understood understood, subject to the proviso below, that the incurrence of Permitted Liens on relating to Collateral securing the Collateral permitted by Notes or indebtedness under Credit Facilities incurred in compliance with clause (ii) of the definition of "Permitted Indebtedness" (a "Permitted Collateral Liens (including the release and re-taking of one or more Liens in connection with the incurrence of Permitted Collateral LiensLien") shall under no circumstances be deemed to materially impair the security interest with respect to the Collateral) for the benefit of the Trustee and the Holders of the Notes (including any Additional Notes)Holders, and the Parent Company shall not, and shall not permit any Restricted Subsidiary of the Company to, grant to any Person other than the Security Agent (or Polish Trustee and the Security Agent), for the benefit of the Trustee or the Security Agent, as the case may be, and the Holders of the Notes (including any Additional Notes) and the other beneficiaries described in the Security Documents, any interest whatsoever in any of the Collateral; provided , except that the Parent Company and its Restricted Subsidiaries may incur Permitted Collateral Liens on and the Collateral permitted by may be discharged and released in accordance with this Indenture and the definition Intercreditor Agreement; provided, however, that, except with respect to any discharge or release in accordance with this Indenture or the Intercreditor Agreement, the incurrence of Permitted Collateral Liens; provided further, however, that (a) nothing in this provision shall restrict the release Liens or replacement of any Collateral in compliance with the terms of action expressly permitted by this Indenture, the Security Documents and any intercreditor agreements, and (b) any Collateral or any Security Document relating to any Collateral may not be amended, extended, renewed, restated, supplemented or otherwise modified or replaced (i) if replaced, unless contemporaneously with any such action, the Parent Company delivers to the Trustee, either (1) a solvency opinion, in form and substance reasonably satisfactory to the Trustee from an Officers’ Certificate Independent Financial Advisor confirming that the Parent is solvent solvency of the Company and its Restricted Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, or (2) an Opinion of Counsel, in form and substance reasonably satisfactory to the Trustee, confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement (an “Amendment”)replacement, the Lien or Liens (other than in respect of Liens on assets that have been added to the Collateral as a result of such Amendment) created under any the Security Document relating to any Collateral Documents, so amended, extended, renewed, restated, supplemented, modified or replaced are valid Liens enforceable in accordance with their terms against the grantor of the Liens and not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such Amendment amendment, extension, renewal, restatement, supplement, modification or (ii) to allow for the conversion of an entity the shares of which constitute Collateral to another form of Person (or to allow for conversion, recapitalization or similar transactions involving the shares or other Equity Interests of any such entity) if contemporaneously with any such action, the Parent delivers to the Trustee an Opinion of Counsel, in form and substance reasonably satisfactory to the Trustee, confirming that, after giving effect to any transactions related to such an Amendment, the Lien or Liens created in respect of such Collateral so amended, extended, renewed, restated, supplemented, modified or replaced are valid Liens enforceable in accordance with their terms against the grantor of the Liensreplacement. In the event that the Parent Company complies with the requirements of this Section 4.244.23, the Trustee and or the Security Agent Agent, as the case may be, shall (including the Polish Security Agentsubject to customary protections and indemnifications) shall consent to any such Amendment amendments without the need for instructions from Holders of the Notesholders.

Impairment of Security Interest. The Parent shall not and Issuer shall not permit any Restricted Subsidiary Secured Guarantor to (i) fail to comply with the covenants and other agreements set forth in the Security Documents or (ii) take or knowingly or negligently omit to take any action action, which action or omission would have the result of materially impairing the security interest with respect to the Collateral in favor of the Collateral Agent (it being understood that the incurrence of Permitted Liens on the Collateral permitted by the definition of Permitted Collateral Liens (including the release and re-taking of one or more Liens in connection with the incurrence of Permitted Collateral Liens) shall under no circumstances be deemed to materially impair the security interest with respect to the Collateral) for the benefit of the Trustee and the Holders of the Notes (including any Additional Notes), and the Parent shall not, and . The Issuer shall not permit any Restricted Subsidiary to, Secured Guarantor to suffer to exist or grant to any Person other than the Security Agent (or Polish Security Collateral Agent), for the benefit of the Trustee and the Holders of the Notes (including any Additional Notes) and the other beneficiaries described in the Security Documentssecured parties, any interest in Lien over any of the Collateral; provided Collateral that the Parent is prohibited by Section 4.07, but may permit any Secured Guarantor to grant or suffer to exist, Permitted Liens as permitted by such covenant, and its Restricted Subsidiaries may incur Liens on permit any Secured Guarantor to discharge, the Collateral permitted by the definition of Permitted Collateral Liens; provided further, however, that (a) nothing may be discharged or released in this provision shall restrict the release or replacement of any Collateral in compliance accordance with the terms Section 11.04 of this IndentureIndenture and the applicable Security Documents. Subject to the foregoing, the Security Documents and any intercreditor agreements, and (b) any Collateral or any Security Document relating to any Collateral may be amended, extended, renewed, restatedrestated or otherwise modified without the consent of the Holders to (1) provide for Permitted Liens; (2) add to the Collateral; or (3) make any other change thereto that does not adversely affect the Holders of the Notes in any material respect; provided, supplemented however, that (except where permitted by this Indenture or to effect or facilitate the creation of Permitted Liens or to add to the Collateral for the benefit of the Collateral Agent and holders of other Indebtedness incurred in accordance with this Indenture) no Security Document may be amended, extended, renewed, restated or otherwise modified or replaced (i) if released, unless contemporaneously with any such actionamendment, extension, renewal, restatement or modification or release (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), the Parent Issuer delivers to the Trustee Collateral Agent and the Trustee: (A) an Officers’ Officer’s Certificate confirming of the relevant Person which states that all conditions precedent in this Indenture and the Parent is solvent or Security Documents relating to any such action have been complied with; and (B) an Opinion of Counsel, in form and substance reasonably satisfactory to the Trustee, Counsel confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification restatement or replacement (an “Amendment”)other modification, the Lien or Liens (other than in respect of Liens on assets that have been added to securing the Collateral as a result of such Amendment) Notes created under any the Security Document relating to any Collateral so amended, extended, renewed, restated, supplemented, restated or modified or replaced are valid Liens enforceable in accordance with their terms against the grantor of the and perfected Liens and not otherwise subject that all conditions precedent in this Indenture and the Security Documents relating to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such Amendment or (ii) to allow for the conversion of an entity the shares of which constitute Collateral to another form of Person (or to allow for conversion, recapitalization or similar transactions involving the shares or other Equity Interests of any such entity) if contemporaneously with any such action, the Parent delivers to the Trustee an Opinion of Counsel, in form and substance reasonably satisfactory to the Trustee, confirming that, after giving effect to any transactions related to such an Amendment, the Lien or Liens created in respect of such Collateral so amended, extended, renewed, restated, supplemented, modified or replaced are valid Liens enforceable in accordance with their terms against the grantor of the Liensaction have been complied with. In the event that the Parent complies Issuer and the Secured Guarantors comply with the requirements of this Section 4.24covenant, the Collateral Agent and, as applicable, the Trustee shall (subject to customary protections and the Security Agent (including the Polish Security Agentindemnifications) shall consent to any such Amendment amendments without the need for instructions from the Holders of the Notes; provided that neither the Collateral Agent nor the Trustee shall be obligated to enter into any such amendment that adversely affects its own rights, duties, liabilities or immunities.

Impairment of Security Interest. The Parent Company shall not not, and shall not permit any Restricted Subsidiary to to, take or knowingly or negligently omit to take any action action, which action or omission would have the result of materially impairing the security interest with respect to the Collateral (it being understood that the incurrence of Liens on the Collateral permitted by the definition of Permitted Collateral Liens (including the release and re-taking of one or more Liens in connection with i) the incurrence of Permitted Collateral LiensLiens and (ii) the release or modification of the Liens on the Collateral in accordance with the terms of this Indenture and related Security Documents, in each case of clauses (i) and (ii), shall under no circumstances be deemed to materially impair the security interest with respect to the Collateral) for the benefit of the Trustee and the Holders holders of the Notes (including any Additional Notes), and the Parent Company shall not, and shall not permit any Restricted Subsidiary to, grant to any Person other than the Security Agent (or Polish Security Agent), for the benefit of the Trustee and the Holders holders of the Notes (including any Additional Notes) and the other beneficiaries described in the Security Documents, the Intercreditor AgreementAgreements and any interest in Additional Intercreditor Agreement, any Lien over any of the CollateralCollateral that is prohibited by Section 4.07; provided that the Parent Company and its Restricted Subsidiaries may incur Liens on any Lien over any of the Collateral permitted that is not prohibited by the definition of Section 4.07, including Permitted Collateral Liens; provided further, however, that (a) nothing and the Collateral may be discharged or released in this provision shall restrict the release or replacement of any Collateral in compliance accordance with the terms of this Indenture, the applicable Security Documents, the Intercreditor AgreementAgreements or any Additional Intercreditor Agreement. Subject to the foregoing, the Security Documents and any intercreditor agreements, and (b) any Collateral or any Security Document relating to any Collateral may be amended, extended, renewed, restated, supplemented restated or otherwise modified or replaced released to (i) if cure any ambiguity, omission, defect or inconsistency therein; (ii) provide for Permitted Collateral Liens; (iii) add to the Collateral; or (iv) make any other change thereto that does not adversely affect the holders of the Notes in any material respect; provided, however, that (except where permitted by this Indenture, the Intercreditor AgreementAgreements or any Additional Intercreditor Agreement or to effect or facilitate the creation of Permitted Collateral Liens for the benefit of the Security Agent and holders of other Indebtedness incurred in accordance with this Indenture) no Security Document may be amended, extended, renewed, restated or otherwise modified or released, unless contemporaneously with any such actionamendment, extension, renewal, restatement or modification or release (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), the Parent Issuer delivers to the Trustee Security Agent and the Trustee, either (1) a solvency opinion, in form and substance reasonably satisfactory to the Security Agent and the Trustee, from an Officers’ Certificate confirming that accounting, appraisal or investment banking firm of international standing which confirms the Parent is solvent solvency of the Company and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, modification or release, (2) a certificate from an Officer of the relevant Person which confirms the solvency of the Person granting such Lien after giving effect to any transactions related to such amendment, extension, renewal, restatement, modification or release (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets) or (3) an Opinion of CounselCounsel (subject to any qualifications customary for this type of opinion of counsel), in form and substance reasonably satisfactory to the Trustee, confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement release (followed by an “Amendment”immediate retaking of a Lien of at least equivalent ranking over the same assets), the Lien or Liens (other than in respect of Liens on assets that have been added to the Collateral as a result of such Amendment) created under any the Security Document relating to any Collateral Document, so amended, extended, renewed, restated, supplemented, modified or replaced released and retaken, are valid and perfected Liens enforceable in accordance with their terms against the grantor of the Liens and not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such Amendment amendment, extension, renewal, restatement, modification or (ii) release and retake and to allow for which the conversion of an entity new Indebtedness secured by the shares of which constitute Permitted Collateral to another form of Person (or to allow for conversion, recapitalization or similar transactions involving the shares or other Equity Interests of any such entity) if contemporaneously with any such action, the Parent delivers to the Trustee an Opinion of Counsel, in form and substance reasonably satisfactory to the Trustee, confirming that, after giving effect to any transactions related to such an Amendment, the Lien or Liens created in respect of such Collateral so amended, extended, renewed, restated, supplemented, modified or replaced are valid Liens enforceable in accordance with their terms against the grantor of the Liensis not subject. In the event that the Parent complies Company and its Restricted Subsidiaries comply with the requirements of this Section 4.244.22, the Trustee and the Security Agent shall (including the Polish Security Agentsubject to customary protections and indemnifications) shall consent to any such Amendment amendments without the need for instructions from the Holders of the Notes.

Impairment of Security Interest. The Parent Issuer shall not not, and shall not permit any Restricted Subsidiary to to, take or knowingly or negligently omit to take any action action, which action or omission would have the result of materially impairing the security interest with respect to the Collateral (it being understood that the incurrence of Liens on the Collateral permitted by the definition of Permitted Collateral Liens (including the release and re-taking of one or more Liens in connection with i) the incurrence of Permitted Collateral LiensLiens and (ii) the release or modification of the Liens on the Collateral in accordance with the terms of this Indenture and related Security Documents, in each case of clauses ‎(i) and ‎‎(ii), shall under no circumstances be deemed to materially impair the security interest with respect to the Collateral) for the benefit of the Trustee Trustee, Security Agent and the Holders holders of the Notes (including any Additional Notes), and the Parent Issuer shall not, and shall not permit any Restricted Subsidiary to, grant to any Person other than the Security Agent (or Polish Security Agent), for the benefit of the Trustee and the Holders holders of the Notes (including any Additional Notes) and the other beneficiaries described in the Security Documents, any interest in Lien over any of the Collateral; provided that the Parent and its Restricted Subsidiaries may incur Liens on the Collateral permitted by the definition of (other than Permitted Collateral Liens; provided further, however, that (a) nothing in this provision shall restrict ). Subject to the release or replacement of any Collateral in compliance with the terms of this Indentureforegoing, the Security Documents and any intercreditor agreements, and (b) any Collateral or any Security Document relating to any Collateral may be amended, extended, renewed, restated, supplemented restated or otherwise modified or replaced released to (i) if cure any ambiguity, omission, defect or inconsistency therein; (ii) add to the Collateral; or (iii) make any other change thereto that does not adversely affect the holders of the Notes in any material respect; provided, however, that (except where permitted by this Indenture or to effect or facilitate the creation of Permitted Collateral Liens for the benefit of the Security Agent and holders of other Indebtedness incurred in accordance with this Indenture) no Security Document may be amended, extended, renewed, restated or otherwise modified or released, unless contemporaneously with any such actionamendment, extension, renewal, restatement or modification or release (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), the Parent Issuer delivers to the Trustee Security Agent and the Trustee, (1) a solvency opinion, in form and substance reasonably satisfactory to the Security Agent and the Trustee, from an Officers’ Certificate confirming that accounting, appraisal or investment banking firm of international standing which confirms the Parent is solvent solvency of the Issuer and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, modification or release, (2) a certificate from an Officer of the relevant Person which confirms the solvency of the Person granting such Lien after giving effect to any transactions related to such amendment, extension, renewal, restatement, modification or release (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets) and (3) an Opinion of Counsel (subject to any qualifications customary for this type of Opinion of Counsel), in form and substance reasonably satisfactory to the Trustee, confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement release (followed by an “Amendment”immediate retaking of a Lien of at least equivalent ranking over the same assets), the Lien or Liens (other than in respect of Liens on assets that have been added to the Collateral as a result of such Amendment) created under any the Security Document relating to any Collateral Document, so amended, extended, renewed, restated, supplemented, modified or replaced released and retaken, are valid and perfected Liens enforceable in accordance with their terms against the grantor of the Liens and not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such Amendment amendment, extension, renewal, restatement, modification or (ii) release and retake and to allow for which the conversion of an entity new Indebtedness secured by the shares of which constitute Permitted Collateral to another form of Person (or to allow for conversion, recapitalization or similar transactions involving the shares or other Equity Interests of any such entity) if contemporaneously with any such action, the Parent delivers to the Trustee an Opinion of Counsel, in form and substance reasonably satisfactory to the Trustee, confirming that, after giving effect to any transactions related to such an Amendment, the Lien or Liens created in respect of such Collateral so amended, extended, renewed, restated, supplemented, modified or replaced are valid Liens enforceable in accordance with their terms against the grantor of the Liensis not subject. In the event that the Parent complies Issuer and its Restricted Subsidiaries comply with the requirements of this Section 4.24‎‎Section 4.22, the Trustee and the Security Agent shall (including the Polish Security Agentsubject to customary protections and indemnifications) shall consent to any such Amendment amendments without the need for instructions from the Holders of the Notes.

Impairment of Security Interest. The Parent Guarantor and the Issuer shall not not, and shall not permit any Restricted Subsidiary to Guarantor to, take or knowingly or negligently omit to take any action action, which action or omission would have the result of materially impairing the security interest with respect to the Collateral in favor of the Collateral Trustee (it being understood that the incurrence of Permitted Liens on the Collateral permitted by the definition of Permitted Collateral Liens (including the release and re-taking of one or more Liens in connection with the incurrence of Permitted Collateral Liens) shall under no circumstances be deemed to materially impair the security interest with respect to the Collateral) for the benefit of the Trustee ). The Parent Guarantor and the Holders of the Notes (including any Additional Notes), and the Parent Issuer shall not, and shall not permit any Restricted Subsidiary Guarantor to, suffer to exist or grant to any Person other than the Security Agent (or Polish Security Agent)Collateral Trustee, for the benefit of the Trustee and the Holders of the Notes (including any Additional Notes) and the other beneficiaries described in the Security Documentssecured parties, any interest in Lien over any of the Collateral; provided Collateral that the Parent is prohibited by Section 4.07, but may suffer to exist or grant, and its Restricted Subsidiaries permit any Guarantor to grant or suffer to exist, Permitted Liens as permitted by such covenant, and may incur Liens on discharge, and permit any Guarantor to discharge, the Collateral permitted by the definition of Permitted Collateral Liens; provided further, however, that (a) nothing may be discharged or released in this provision shall restrict the release or replacement of any Collateral in compliance accordance with the terms Section 11.04 of this IndentureIndenture and the applicable Security Documents. Subject to the foregoing, the Security Documents and any intercreditor agreements, and (b) any Collateral or any Security Document relating to any Collateral may be amended, extended, renewed, restatedrestated or otherwise modified without the consent of the Holders to (1) provide for Permitted Liens; (2) add to the Collateral; or (3) make any other change thereto that does not adversely affect the Holders of the Notes in any material respect; provided, supplemented however, that (except where permitted by this Indenture or to effect or facilitate the creation of Permitted Liens or to add to the Collateral for the benefit of the Collateral Trustee and holders of other Indebtedness incurred in accordance with this Indenture) no Security Document may be amended, extended, renewed, restated or otherwise modified or replaced (i) if released, unless contemporaneously with any such actionamendment, extension, renewal, restatement or modification or release (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), the Parent Guarantor delivers to the Collateral Trustee and the Trustee: (A) an Officers’ Officer’s Certificate confirming of the relevant Person which states that all conditions precedent in this Indenture and the Parent is solvent or Security Documents relating to any such action have been complied with; and (B) an Opinion of Counsel, in form and substance reasonably satisfactory to the Trustee, Counsel confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification restatement or replacement (an “Amendment”)other modification, the Lien or Liens (other than in respect of Liens on assets that have been added to securing the Collateral as a result of such Amendment) Notes created under any the Security Document relating to any Collateral so amended, extended, renewed, restated, supplemented, restated or modified or replaced are valid Liens enforceable in accordance with their terms against the grantor of the and perfected Liens and not otherwise subject that all conditions precedent in this Indenture and the Security Documents relating to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such Amendment or (ii) to allow for the conversion of an entity the shares of which constitute Collateral to another form of Person (or to allow for conversion, recapitalization or similar transactions involving the shares or other Equity Interests of any such entity) if contemporaneously with any such action, the Parent delivers to the Trustee an Opinion of Counsel, in form and substance reasonably satisfactory to the Trustee, confirming that, after giving effect to any transactions related to such an Amendment, the Lien or Liens created in respect of such Collateral so amended, extended, renewed, restated, supplemented, modified or replaced are valid Liens enforceable in accordance with their terms against the grantor of the Liensaction have been complied with. In the event that the Parent complies Issuer and the Guarantors comply with the requirements of this Section 4.24covenant, the Collateral Trustee and, as applicable, the Trustee shall (subject to customary protections and the Security Agent (including the Polish Security Agentindemnifications) shall consent to any such Amendment amendments without the need for instructions from the Holders of the Notes; provided that neither the Collateral Trustee nor the Trustee shall be obligated to enter into any such amendment that adversely affects its own rights, duties, liabilities or immunities.

Impairment of Security Interest. The Parent Company shall not not, and shall not permit any Restricted Subsidiary to to, (x) take or knowingly or negligently omit to take any action which action or omission that would have the result of materially impairing the security interest Security Interest with respect to the Collateral (it being understood understood, subject to the proviso below, that the incurrence of Liens on the Collateral permitted by the definition Incurrence of Permitted Collateral Liens (including the release and re-taking of one or more Liens in connection with the incurrence of Permitted Collateral Liens) shall under no circumstances be deemed to materially impair the security interest Security Interest with respect to the Collateral) for the benefit of the Trustee and the Holders of the Notes Holders, or (including any Additional Notes), and the Parent shall not, and shall not permit any Restricted Subsidiary to, y) grant to any Person other than the Security Collateral Agent (or, if different, the collateral agent under any Payment Priority Obligations, Pari Passu Secured Obligations or Polish Security Agent)Junior Secured Obligations that are subject to an Intercreditor Agreement, for the benefit of the Trustee and the Holders of the Notes (including any Additional Notes) and the other beneficiaries described in the Security DocumentsDocuments and any Intercreditor Agreement, and other than with respect to any Permitted Collateral Lien, any interest whatsoever in any of the Collateral; provided , except that (i) the Parent Company and its Restricted Subsidiaries may incur Incur Permitted Collateral Liens on and the Collateral permitted by the definition of Permitted Collateral Liens; provided further, however, that (a) nothing may be discharged and released in this provision shall restrict the release or replacement of any Collateral in compliance accordance with the terms of this Indenture, the applicable Security Documents and any intercreditor agreements, and (b) any Collateral or any Security Document relating to any Collateral may be amended, extended, renewed, restated, supplemented or otherwise modified or replaced (i) if contemporaneously with any such action, the Parent delivers to the Trustee an Officers’ Certificate confirming that the Parent is solvent or an Opinion of Counsel, in form Intercreditor Agreement and substance reasonably satisfactory to the Trustee, confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement (an “Amendment”), the Lien or Liens (other than in respect of Liens on assets that have been added to the Collateral as a result of such Amendment) created under any Security Document relating to any Collateral so amended, extended, renewed, restated, supplemented, modified or replaced are valid Liens enforceable in accordance with their terms against the grantor of the Liens and not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such Amendment or (ii) the applicable Security Documents may be amended from time to allow for the conversion of an entity the shares of which constitute Collateral time to another form of Person (cure any ambiguity, mistake, omission, defect or to allow for conversioninconsistency therein. The Company and each Guarantor will, recapitalization at its sole cost and expense, execute and deliver all such agreements and instruments as necessary, or similar transactions involving the shares or other Equity Interests of any such entity) if contemporaneously with any such action, the Parent delivers to as the Trustee an Opinion of Counselor Collateral Agent reasonably requests, in form to more fully or accurately describe the assets and substance reasonably satisfactory property intended to be Collateral or the Trustee, confirming that, after giving effect obligations intended to any transactions related to such an Amendment, the Lien or Liens created in respect of such Collateral so amended, extended, renewed, restated, supplemented, modified or replaced are valid Liens enforceable in accordance with their terms against the grantor of the Liens. In the event that the Parent complies with the requirements of this Section 4.24, the Trustee and be secured by the Security Agent (including the Polish Security Agent) shall consent to any such Amendment without the need for instructions from Holders of the NotesDocuments.

Impairment of Security Interest. (a) The Parent Company shall not not, and shall not permit any Restricted Subsidiary to to, take or knowingly or negligently omit to take any action which action or omission that would have the result of materially impairing the security interest Security Interest with respect to the Collateral or the Escrow Collateral (it being understood understood, subject to the proviso below, that the incurrence of Liens on the Collateral permitted by the definition Incurrence of Permitted Collateral Liens (including the release and re-taking of one or more Liens in connection with the incurrence of Permitted Collateral Liens) shall under no circumstances be deemed to materially impair the security interest Security Interest with respect to the Collateral) for the benefit of the Trustee Trustee, the Security Agent and the Holders of the Notes (including any Additional Notes)Holders, and the Parent Company shall not, and shall not permit any Restricted Subsidiary to, grant to any Person other than the Security Agent (or Polish the ABL Security Agent), for the benefit of the Trustee Trustee, the Security Agent and the Holders of the Notes (including any Additional Notes) and the other beneficiaries described in the Security Documents, the Escrow Charge and the Intercreditor Agreement or any Additional Intercreditor Agreement, as the case may be, any interest whatsoever in any of the Collateral; provided Collateral or the Escrow Collateral except that (i) the Parent Company, and its the Restricted Subsidiaries may incur Liens on amend, extend, renew, restate, supplement, release or otherwise modify or replace any Security Documents for the Collateral permitted by the definition purposes of Incurring Permitted Collateral Liens, (ii) the Company, and the Restricted Subsidiaries may amend, extend, renew, restate, supplement, release or otherwise modify or replace any Security Documents for the purposes of undertaking a Permitted Reorganization, (iii) the Collateral may be discharged and released in accordance with this Indenture, the applicable Security Documents, the Intercreditor Agreement or any Additional Intercreditor Agreement, (iv) the applicable Security Documents may be amended from time to time to cure any ambiguity, mistake, omission, defect, error or inconsistency therein and (v) the Company, and the Restricted Subsidiaries may amend the Security Interests in any manner that does not adversely affect Holders in any material respect; provided furtherprovided, however, that in the case of clauses (ai), (ii) nothing in this provision shall restrict the release or replacement of any Collateral in compliance with the terms of this Indentureand (v) above, the Security Documents and any intercreditor agreements, and (b) any Collateral or any Security Document relating to any Collateral may not be amended, extended, renewed, restated, supplemented supplemented, released or otherwise modified or replaced (i) if replaced, unless contemporaneously with any such action, the Parent Company delivers to the Trustee, either (1) a solvency opinion, in a form reasonably satisfactory to the Trustee from an Officers’ Certificate Independent Financial Advisor confirming that the Parent is solvent solvency of the Company and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, release, modification or replacement, (2) a certificate from the Board of Directors of the relevant Person, which confirms the solvency of the Person granting such Security Interest, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, release, modification or replacement, or (3) an Opinion of Counsel, in a form and substance reasonably satisfactory to the Trustee, confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, release, modification or replacement (an “Amendment”)replacement, the Lien or Liens (other than in respect of Liens on assets that have been added to the Collateral as a result of such Amendment) created under any the Security Document relating to any Collateral Documents, so amended, extended, renewed, restated, supplemented, released, modified or replaced are valid Liens enforceable in accordance with their terms against the grantor of the Liens and not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such Amendment amendment, extension, renewal, restatement, supplement, release, modification or (ii) to allow for the conversion of an entity the shares of which constitute Collateral to another form of Person (or to allow for conversion, recapitalization or similar transactions involving the shares or other Equity Interests of any such entity) if contemporaneously with any such action, the Parent delivers to the Trustee an Opinion of Counsel, in form and substance reasonably satisfactory to the Trustee, confirming that, after giving effect to any transactions related to such an Amendment, the Lien or Liens created in respect of such Collateral so amended, extended, renewed, restated, supplemented, modified or replaced are valid Liens enforceable in accordance with their terms against the grantor of the Liens. In the event that the Parent complies with the requirements of this Section 4.24, the Trustee and the Security Agent (including the Polish Security Agent) shall consent to any such Amendment without the need for instructions from Holders of the Notesreplacement.

Impairment of Security Interest. The Parent shall not not, and shall not permit any Restricted Subsidiary to to, take or knowingly or negligently omit to take any action which action or omission that would have the result of materially impairing the security interest Security Interests with respect to the Collateral (it being understood understood, subject to the proviso below, that the incurrence of Permitted Liens on the Collateral permitted by the definition of Permitted Collateral Liens (including the release and re-taking of one or more Liens in connection with the incurrence of Permitted Collateral Liens) shall under no circumstances be deemed to materially impair the security interest Security Interest with respect to the Collateral) for the benefit of the Trustee and the Holders of the Notes (including any Additional Notes)Finance Parties, and the Parent shall not, and shall not permit any Restricted Subsidiary to, grant to any Person other than the Security Agent (or Polish Security Agent), for the benefit of the Trustee and the Holders of the Notes (including any Additional Notes) Finance Parties and the other beneficiaries described in the Security DocumentsDocuments and the Intercreditor Agreement or any Additional Intercreditor Agreement, any interest whatsoever in any of the Collateral; provided , except that (i) the Parent and its Restricted Subsidiaries may incur Liens on Permitted Liens, (ii) the Collateral permitted by may be discharged and released in accordance with the definition of Permitted Collateral LiensFinance Documents or any Additional Intercreditor Agreement, (iii) the applicable Security Documents may be amended from time to time to cure any ambiguity, mistake, omission, defect, manifest error or inconsistency therein and (iv) the Parent and its Restricted Subsidiaries may amend the security interests in any manner that does not adversely affect the Finance Parties in any material respect; provided furtherprovided, however, that in the case of paragraphs (ai), (iii) nothing and (iv) above, in this provision shall restrict addition to any other requirements set forth in the release or replacement of any Collateral in compliance with the terms of this IndentureFinance Documents, the Security Documents and any intercreditor agreements, and (b) any Collateral or any Security Document relating to any Collateral may not be amended, extended, renewed, restated, supplemented supplemented, released 156 or otherwise modified or replaced (i) if replaced, unless contemporaneously with any such action, the Parent delivers to the Trustee Facility Agent, (A) either (1) an Officers’ Officer’s Certificate confirming that of the Parent is solvent relevant Person, which confirms the solvency of the Person granting such security interest, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, release, modification or replacement, or (2) an Opinion of Counsel, in form and substance reasonably satisfactory to the Trustee, confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, release, modification or replacement (an “Amendment”)replacement, the Lien or Liens (other than in respect of Liens on assets that have been added to the Collateral as a result of such Amendment) Security Interests created under any the Security Document relating to any Collateral Documents, so amended, extended, renewed, restated, supplemented, released, modified or replaced are valid Liens enforceable in accordance with their terms against the grantor of the Liens and Security Interests not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens Security Interests were not otherwise subject to immediately prior to such Amendment amendment, extension, renewal, restatement, supplement, release, modification or replacement, (iiB) an Officer’s Certificate stating that all conditions precedent in the Finance Documents and the Senior Secured Note Finance Documents relating to allow for the conversion of an entity the shares of which constitute Collateral to another form of Person (or to allow for conversion, recapitalization or similar transactions involving the shares or other Equity Interests of any such entityaction have been complied with and (C) if contemporaneously with any such action, the Parent delivers to the Trustee an Opinion of Counsel, Counsel stating that all conditions precedent in form the Finance Documents and substance reasonably satisfactory to the Trustee, confirming that, after giving effect Senior Secured Note Finance Documents relating to any transactions related to such an Amendment, the Lien or Liens created in respect of such Collateral so amended, extended, renewed, restated, supplemented, modified or replaced are valid Liens enforceable in accordance with their terms against the grantor of the Liensaction have been complied with. In the event that the Parent complies with the requirements of this Section 4.24paragraph 16, the Trustee Facility Agent and the Security Agent shall (including subject to customary protections and indemnifications each of the Polish Facility Agent and the Security AgentAgent being indemnified and secured to its satisfaction) shall consent to any such Amendment amendments without the need for instructions from Holders of the NotesFinance Parties.

Impairment of Security Interest. ‌ The Parent Issuer shall not not, and shall not permit any Restricted Subsidiary to to, take or knowingly or negligently omit to take any action which action or omission that would have the result of materially impairing the security interest Security Interest with respect to the Collateral (it being understood that (x) the incurrence of Liens on the Collateral permitted by the definition Incurrence of Permitted Collateral Liens and (including y) the release and re-taking implementation of one or more Liens in connection with the incurrence of any Permitted Collateral Liens) Reorganization shall under no circumstances be deemed to materially impair the security interest Security Interest with respect to the Collateral) for the benefit of the Trustee and the Holders of the Notes (including any Additional Notes)Holders, and the Parent Issuer shall not, and shall not permit any Restricted Subsidiary to, grant to any Person other than the Security Agent (or Polish Security Agent), for the benefit of the Trustee and the Holders of the Notes (including any Additional Notes) and the other beneficiaries described in the Security DocumentsDocuments and the Intercreditor Agreement or any Additional Intercreditor Agreement, any interest whatsoever in any of the Collateral; provided , except that (i) the Parent Issuer and its Restricted Subsidiaries may incur Incur Permitted Collateral Liens on and the Collateral permitted may be discharged (including a discharge followed by the definition of Permitted Collateral Liens; provided furthera release and retaking), howeverif applicable, that (a) nothing in this provision shall restrict the release or replacement of any Collateral in compliance accordance with the terms of this Indenture, the applicable Security Documents, the Intercreditor Agreement or any Additional Intercreditor Agreement, (ii) the Issuer and the Restricted Subsidiaries may effect a Permitted Reorganization and (iii) the applicable Security Documents and any intercreditor agreements, and (b) any Collateral or any Security Document relating to any Collateral may be amended, extended, renewed, restated, supplemented or otherwise modified or replaced (i) replaced, from time to time, to cure any ambiguity, mistake, omission, defect or inconsistency therein; provided, however, that, except with respect to any discharge or release in accordance with this Indenture, the Intercreditor Agreement or any Additional Intercreditor Agreement, the Incurrence of Permitted Collateral Liens, the implementation of any Permitted Reorganization or any action expressly permitted by this Indenture or the Intercreditor Agreement or any Additional Intercreditor Agreement, the Security Documents may not be amended, extended, renewed, restated, supplemented, released and retaken, if applicable, or otherwise modified or replaced, unless contemporaneously with any such action, the Parent Issuer delivers to the Trustee an Officers’ Certificate confirming that the Parent is solvent or an Opinion of CounselTrustee, either (1) a solvency opinion, in form and substance reasonably satisfactory to the TrusteeTrustee from an Independent Financial Advisor confirming the solvency of the Issuer and its Subsidiaries, confirming thattaken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, release, modification or replacement (an “Amendment”), the Lien or Liens (other than in respect of Liens on assets that have been added to the Collateral as a result of such Amendment) created under any Security Document relating to any Collateral so amended, extended, renewed, restated, supplemented, modified or replaced are valid Liens enforceable in accordance with their terms against the grantor of the Liens and not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such Amendment or (ii) to allow for the conversion of an entity the shares of which constitute Collateral to another form of Person (or to allow for conversion, recapitalization or similar transactions involving the shares or other Equity Interests of any such entity) if contemporaneously with any such action, the Parent delivers to the Trustee an Opinion of Counsel, in form and substance reasonably satisfactory to the Trustee, confirming that, after giving effect to any transactions related to such an Amendment, the Lien or Liens created in respect of such Collateral so amended, extended, renewed, restated, supplemented, modified or replaced are valid Liens enforceable in accordance with their terms against the grantor of the Liens. In the event that the Parent complies with the requirements of this Section 4.24, the Trustee and the Security Agent (including the Polish Security Agent) shall consent to any such Amendment without the need for instructions from Holders of the Notes.replacement,

Impairment of Security Interest. The Parent Company shall not not, and shall not permit any Restricted Subsidiary to to, take or knowingly or negligently omit to take any action action, which action or omission would have the result of materially impairing the security interest with respect to the Collateral (it being understood that the incurrence of Liens on the Collateral permitted by the definition of Permitted Collateral Liens (including the release and re-taking of one or more Liens in connection with i) the incurrence of Permitted Collateral LiensLiens and (ii) the release or modification of the Liens on the Collateral in accordance with the terms of this Indenture and the Security Documents, in each case of clauses (i) and (ii), shall under no circumstances be deemed to materially impair the security interest with respect to the Collateral) for the benefit of the Trustee and the Holders holders of the Notes (including any Additional Notes), and the Parent Company shall not, and shall not permit any Restricted Subsidiary to, grant to any Person other than the Security Agent (or Polish Security Agent), for the benefit of the Trustee and the Holders holders of the Notes (including any Additional Notes) and the other beneficiaries described in the Security Documents, the Intercreditor Agreements and any interest in Additional Intercreditor Agreement, any Lien over any of the CollateralCollateral that is prohibited by Section 4.07; provided that the Parent Company and its Restricted Subsidiaries may incur Liens on any Lien over any of the Collateral permitted that is not prohibited by the definition of Section 4.07, including Permitted Collateral Liens; provided further, however, that (a) nothing and the Collateral may be discharged or released in this provision shall restrict the release or replacement of any Collateral in compliance accordance with the terms of this Indenture, the applicable Security Documents, the Intercreditor Agreements or any Additional Intercreditor Agreement. Subject to the foregoing, the Security Documents and any intercreditor agreements, and (b) any Collateral or any Security Document relating to any Collateral may be amended, extended, renewed, restated, supplemented restated or otherwise modified or replaced released to (i) if cure any ambiguity, omission, defect or inconsistency therein; (ii) provide for Permitted Collateral Liens; (iii) add to the Collateral; or (iv) make any other change thereto that does not adversely affect the holders of the Notes in any material respect; provided, however, that (except where permitted by this Indenture, the Intercreditor Agreements or any Additional Intercreditor Agreement or to effect or facilitate the creation of Permitted Collateral Liens for the benefit of the Security Agent and holders of other Indebtedness incurred in accordance with this Indenture) no Security Document may be amended, extended, renewed, restated or otherwise modified or released, unless contemporaneously with any such actionamendment, extension, renewal, restatement or modification or release (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), the Parent Issuer delivers to the Trustee Security Agent and the Trustee, either (1) a solvency opinion, in form and substance reasonably satisfactory to the Security Agent and the Trustee, from an Officers’ Certificate confirming that accounting, appraisal or investment banking firm of international standing which confirms the Parent is solvent solvency of the Company and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, modification or release, (2) a certificate from an Officer of the relevant Person which confirms the solvency of the Person granting such Lien after giving effect to any transactions related to such amendment, extension, renewal, restatement, modification or release (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets) or (3) an Opinion of CounselCounsel (subject to any qualifications customary for this type of opinion of counsel), in form and substance reasonably satisfactory to the Trustee, confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement release (followed by an “Amendment”immediate retaking of a Lien of at least equivalent ranking over the same assets), the Lien or Liens (other than in respect of Liens on assets that have been added to the Collateral as a result of such Amendment) created under any the Security Document relating to any Collateral Document, so amended, extended, renewed, restated, supplemented, modified or replaced released and retaken, are valid and perfected Liens enforceable in accordance with their terms against the grantor of the Liens and not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such Amendment amendment, extension, renewal, restatement, modification or (ii) release and retake and to allow for which the conversion of an entity new Indebtedness secured by the shares of which constitute Permitted Collateral to another form of Person (or to allow for conversion, recapitalization or similar transactions involving the shares or other Equity Interests of any such entity) if contemporaneously with any such action, the Parent delivers to the Trustee an Opinion of Counsel, in form and substance reasonably satisfactory to the Trustee, confirming that, after giving effect to any transactions related to such an Amendment, the Lien or Liens created in respect of such Collateral so amended, extended, renewed, restated, supplemented, modified or replaced are valid Liens enforceable in accordance with their terms against the grantor of the Liensis not subject. In the event that the Parent complies Company and its Restricted Subsidiaries comply with the requirements of this Section 4.244.22, the Trustee and the Security Agent shall (including the Polish Security Agentsubject to customary protections and indemnifications) shall consent to any such Amendment amendments without the need for instructions from the Holders of the Notes.

Impairment of Security Interest. (a) The Parent shall Issuer will not, and will not and shall not cause or permit any of its Restricted Subsidiary to Subsidiaries to, take or knowingly or negligently omit to take take, any action which action or omission might or would have the result of materially impairing the security interest interests with respect to the Collateral (it being understood that the incurrence of Liens on the Collateral permitted by the definition of Permitted Collateral Liens (including the release and re-taking of one or more Liens in connection with the incurrence of Permitted Collateral Liens) shall under no circumstances be deemed to materially impair the security interest interests with respect to the Collateral) for the benefit of the Trustee and the Holders holders of the Notes (including any Additional Notes), and the Parent shall Issuer will not, and shall will not cause or permit any of its Restricted Subsidiary Subsidiaries to, grant to any Person other than the Security Agent (or Polish Security Agent), for its benefit and the benefit of the Trustee and the Holders holders of the Notes (including any Additional Notes) and the other beneficiaries described in the Security Documents, the Collateral Trust Deed and the North American Intercreditor Agreement and any Additional Intercreditor Agreement, any interest whatsoever in any of the Collateral; provided that the Parent and its Restricted Subsidiaries may incur Liens on the Collateral permitted by the definition of Permitted Collateral Liens; provided further, however, that (a) nothing in this provision shall will restrict the discharge or release or replacement of any the Collateral in compliance accordance with the terms of this Indenture, the Security Documents Documents, the Collateral Trust Deed, the North American Intercreditor Agreement and any intercreditor agreements, Additional Intercreditor Agreement and (b) any the Issuer and its Restricted Subsidiaries may incur Permitted Collateral or any Liens; and provided further, however, that no Security Document relating to any Collateral may be amended, extended, renewed, restated, supplemented or otherwise modified modified, replaced or replaced released (i) if followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), unless contemporaneously with any such actionamendment, extension, renewal, restatement, supplement, modification, replacement or release and retake, the Parent Issuer delivers to the Trustee either (1) a solvency opinion from an Officers’ Certificate internationally recognized investment bank or accounting firm, confirming the solvency of the Issuer and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification, replacement or release or retake, (2) a certificate from the Board of Directors or chief financial officer (or equivalent Officer or Director) of the Issuer (acting in good faith), in the form set forth as Exhibit D hereto, that confirms the Parent is solvent solvency of the Person granting such Lien after giving effect to any transaction related to such amendment, extension, renewal, restatement, replacement, supplement, modification or release (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets) or (3) an Opinion of Counsel, in form Counsel (subject to customary exceptions and substance reasonably satisfactory to the Trusteequalifications), confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification modification, replacement or replacement (an “Amendment”)release and retake, the Lien or Liens (other than in respect of Liens on assets that have been added to securing the Collateral as a result of such Amendment) Notes created under any the Security Document relating to any Collateral Documents so amended, extended, renewed, restated, supplemented, modified modified, replaced or replaced released are valid and perfected Liens enforceable in accordance with their terms against the grantor of the Liens and not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such Amendment amendment, extension, renewal, restatement, supplement, modification, replacement or (ii) to allow for the conversion of an entity the shares of which constitute Collateral to another form of Person (or to allow for conversion, recapitalization or similar transactions involving the shares or other Equity Interests of any such entity) if contemporaneously with any such action, the Parent delivers to the Trustee an Opinion of Counsel, in form release and substance reasonably satisfactory to the Trustee, confirming that, after giving effect to any transactions related to such an Amendment, the Lien or Liens created in respect of such Collateral so amended, extended, renewed, restated, supplemented, modified or replaced are valid Liens enforceable in accordance with their terms against the grantor of the Liens. In the event that the Parent complies with the requirements of this Section 4.24, the Trustee and the Security Agent (including the Polish Security Agent) shall consent to any such Amendment without the need for instructions from Holders of the Notesretake.

Impairment of Security Interest. The Parent No Indenture Obligor shall, nor shall not and shall not it cause or permit any Restricted Subsidiary to of its Obligor Subsidiaries to, take or knowingly or negligently omit to take any action which action or omission might or would have the result of materially affecting or impairing the Liens and security interest in favor of the Collateral Agent for the benefit of the Holders with respect to the Collateral (and no Indenture Obligor shall grant, nor shall it being understood that cause or permit any of its Obligor Subsidiaries to grant, to any Person, or suffer any Person to have any interest whatsoever in the incurrence of Liens on the Collateral Collateral, in each case other than as otherwise permitted by the definition of Permitted Collateral Liens (including the release and re-taking of one or more Liens in connection with the incurrence of Permitted Collateral Liens) shall under no circumstances be deemed to materially impair the security interest with respect to the Collateral) for the benefit of the Trustee and the Holders of the Notes (including any Additional Notes), and the Parent shall not, and shall not permit any Restricted Subsidiary to, grant to any Person other than the Security Agent (or Polish Security Agent), for the benefit of the Trustee and the Holders of the Notes (including any Additional Notes) and the other beneficiaries described in the Security Documents, any interest in any of the Collateral; provided that the Parent and its Restricted Subsidiaries may incur Liens on the Collateral permitted by the definition of Permitted Collateral Liens; provided further, however, that (a) nothing in this provision shall restrict the release or replacement of any Collateral in compliance with the terms of this Indenture, the Security Documents and any intercreditor agreements, and (b) any Collateral or any Security Document relating to any Collateral may be amended, extended, renewed, restated, supplemented or otherwise modified or replaced (i) if contemporaneously with any such actionTerm Loan Agreement, the Parent delivers to the Trustee an Officers’ Certificate confirming that the Parent is solvent or an Opinion of Counsel, in form and substance reasonably satisfactory to the Trustee, confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement (an “Amendment”)New Tranche B Notes Indenture, the Lien or Liens (other than in respect of Liens on assets that have been added to the Collateral as a result of such Amendment) created under any Security Document relating to any Collateral so amended, extended, renewed, restated, supplemented, modified or replaced are valid Liens enforceable in accordance with their terms against the grantor of the Liens and not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such Amendment or (ii) to allow for the conversion of an entity the shares of which constitute Collateral to another form of Person (or to allow for conversion, recapitalization or similar transactions involving the shares or other Equity Interests of any such entity) if contemporaneously with any such actionNew Tranche B Notes, the Parent delivers to the Trustee an Opinion of Counsel, in form and substance reasonably satisfactory to the Trustee, confirming that, after giving effect to any transactions related to such an AmendmentNew Tranche A Term Notes, the Lien or Liens created in respect of such Collateral so amended, extended, renewed, restated, supplemented, modified or replaced are valid Liens enforceable in accordance with their terms against the grantor of the Liens. In the event that the Parent complies with the requirements of this Section 4.24, the Trustee Securities and the Security Agent (including Documents. No Indenture Obligor shall, nor shall it cause or permit any of its Obligor Subsidiaries to, enter into any agreement or instrument that by its terms requires that the Polish proceeds received from any sale of Collateral be applied to repay, redeem, defease or otherwise acquire or retire any Indebtedness of any Person, other than pursuant to this Indenture, the Term Loan Agreement, the New Tranche B Notes Indenture, the New Tranche B Notes, the New Tranche A Term Notes, the Securities and the Security Agent) shall consent Documents or any instrument governing Indebtedness permitted to any such Amendment without be secured by a Lien on the need for instructions from Holders of the NotesCollateral pursuant to Section 1012 hereof.

Impairment of Security Interest. (a) The Parent Issuer shall not not, and shall not permit any Restricted Subsidiary to to, take or knowingly or negligently omit to take any action which action or omission that would have the result of materially impairing the security interest with respect to the Collateral (it being understood understood, subject to the proviso below, that the incurrence of Liens on the Collateral permitted by the definition of Permitted Collateral Liens (including the release and re-taking of one or more Liens in connection with the incurrence of Permitted Collateral Liens) Liens shall under no circumstances be deemed to materially impair the security interest with respect to the Collateral) for the benefit of the Trustee and the Holders of the Notes (including any Additional Notes)Holders, and the Parent shall not, and Issuer shall not permit any Restricted Subsidiary to, grant to any Person other than the Security Agent (or Polish Security Agent), for the benefit of the Trustee and the Holders of the Notes (including any Additional Notes) and the other beneficiaries described in the Security DocumentsDocuments and the Intercreditor Agreement or any Additional Intercreditor Agreement, any interest whatsoever in any of the Collateral; provided , except that (i) the Parent Issuer and its the Restricted Subsidiaries may incur Liens on amend, extend, renew, restate, supplement, release or otherwise modify or replace any Security Documents for the Collateral permitted by the definition purposes of incurring Permitted Collateral Liens, (ii) the Issuer and the Restricted Subsidiaries may amend, extend, renew, restate, supplement, release or otherwise modify or replace any Security Documents for the purposes of undertaking a Permitted Reorganization or a transaction not prohibited by Section 5.01, (iii) the Collateral may be discharged and released in accordance with this Indenture, the applicable Security Documents or the Intercreditor Agreement or any Additional Intercreditor Agreement, (iv) the applicable Security Documents may be amended from time to time to cure any ambiguity, mistake, omission, defect, error or inconsistency therein and (v) the Issuer and the Restricted Subsidiaries may amend the security interests in any manner that does not adversely affect Holders in any material respect; provided furtherprovided, however, that in the case of clause (ai), (ii) nothing in this provision shall restrict the release or replacement of any Collateral in compliance with the terms of this Indenture(v) above, the Security Documents and any intercreditor agreements, and (b) any Collateral or any Security Document relating to any Collateral may not be amended, extended, renewed, restated, supplemented supplemented, released or otherwise modified or replaced (i) if replaced, unless contemporaneously with any such action, the Parent Issuer delivers to the Trustee, either (a) a solvency opinion, in form and substance reasonably satisfactory to the Trustee from an Officers’ Certificate Independent Financial Advisor confirming that the Parent is solvent solvency of the Issuer and its Subsidiaries, taken as a whole (as applicable), after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, release, modification or replacement, (b) an officer’s certificate of the relevant Person, in form and substance reasonably satisfactory to the Trustee, which confirms the solvency of the Issuer or the relevant Person granting such security interest, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, release, modification or replacement, or (c) an Opinion of Counsel, in form and substance reasonably satisfactory to the Trustee, confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, release, modification or replacement (an “Amendment”)replacement, the Lien or Liens (other than in respect of Liens on assets that have been added to the Collateral as a result of such Amendment) created under any the Security Document relating to any Collateral Documents, so amended, extended, renewed, restated, supplemented, released, modified or replaced are valid Liens enforceable in accordance with their terms against the grantor of the Liens and not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such Amendment amendment, extension, renewal, restatement, supplement, release, modification or (ii) to allow for the conversion of an entity the shares of which constitute Collateral to another form of Person (or to allow for conversion, recapitalization or similar transactions involving the shares or other Equity Interests of any such entity) if contemporaneously with any such action, the Parent delivers to the Trustee an Opinion of Counsel, in form and substance reasonably satisfactory to the Trustee, confirming that, after giving effect to any transactions related to such an Amendment, the Lien or Liens created in respect of such Collateral so amended, extended, renewed, restated, supplemented, modified or replaced are valid Liens enforceable in accordance with their terms against the grantor of the Liens. In the event that the Parent complies with the requirements of this Section 4.24, the Trustee and the Security Agent (including the Polish Security Agent) shall consent to any such Amendment without the need for instructions from Holders of the Notesreplacement.

Impairment of Security Interest. (a) The Parent shall will not, and will not and shall not cause or permit any of its Restricted Subsidiary to Subsidiaries to, take or knowingly or negligently omit to take take, any action which action or omission might or would have the result of materially impairing the security interest with respect to the Collateral (it being understood that the incurrence of Liens on the Collateral permitted by the definition of Permitted Collateral Liens (including the release and re-taking of one or more Liens in connection with the incurrence of Permitted Collateral Liens) shall under no circumstances be deemed to materially impair the security interest with respect to the Collateral) for the benefit of the Trustee and the Holders holders of the Notes (including any Additional Notes), and the Parent shall will not, and shall will not cause or permit any of its Restricted Subsidiary Subsidiaries to, grant to any Person other than the Security Agent (or Polish Security Agent), for the benefit of the Trustee and the Holders holders of the Notes (including any Additional Notes) and the other beneficiaries described in the Security DocumentsDocuments and the Intercreditor Agreement, any interest whatsoever in any of the Collateral; provided that the Parent and its Restricted Subsidiaries may incur Liens on the Collateral permitted by the definition of Permitted Collateral Liens; provided further, however, that (a) nothing in this provision shall restrict the discharge or release or replacement of any the Collateral in compliance accordance with the terms of this Indenture, the Security Documents and any intercreditor agreements, the Intercreditor Agreement and (b) any the Parent and its Restricted Subsidiaries may incur Permitted Collateral or any Liens; and provided further, however, that no Security Document relating to any Collateral may be amended, extended, renewed, restated, supplemented or otherwise modified or replaced (i) if replaced, unless contemporaneously with any such actionamendment, extension, replacement, restatement, supplement, modification or renewal, the Parent delivers to the Trustee either (1) a solvency opinion from an Officers’ Certificate confirming that the Parent is solvent internationally recognised investment bank or an Opinion of Counselaccounting firm, in form and substance reasonably satisfactory to the TrusteeTrustee confirming the solvency of the Parent and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, supplement, modification or replacement or (2) an opinion of counsel, in form and substance reasonably satisfactory to the Trustee (subject to customary exceptions and qualifications), confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement (an “Amendment”)replacement, the Lien or Liens (other than in respect of Liens on assets that have been added to securing the Collateral as a result of such Amendment) Notes created under any the Security Document relating to any Collateral Documents so amended, extended, renewed, restated, supplemented, modified or replaced are valid and perfected Liens enforceable in accordance with their terms against the grantor of the Liens and not otherwise subject to any limitation, limitation imperfection or new hardening period, in equity or at law, and that such Lien or Liens were not otherwise subject to immediately prior to such Amendment amendment, extension, renewal, restatement, supplement, modification or (ii) replacement which shall be substantially in the form attached to allow for the conversion of an entity the shares of which constitute Collateral to another form of Person (or to allow for conversion, recapitalization or similar transactions involving the shares or other Equity Interests of any such entity) if contemporaneously with any such action, the Parent delivers to the Trustee an Opinion of Counsel, in form and substance reasonably satisfactory to the Trustee, confirming that, after giving effect to any transactions related to such an Amendment, the Lien or Liens created in respect of such Collateral so amended, extended, renewed, restated, supplemented, modified or replaced are valid Liens enforceable in accordance with their terms against the grantor of the Liens. In the event that the Parent complies with the requirements of this Section 4.24, the Trustee and the Security Agent (including the Polish Security Agent) shall consent to any such Amendment without the need for instructions from Holders of the NotesIndenture.

Impairment of Security Interest. The Parent Company shall not not, and shall not permit any Restricted Subsidiary to to, take or knowingly or negligently omit to take any action action, which action or omission would have the result of materially impairing the security interest with respect to the Collateral (it being understood that the incurrence of Liens on the Collateral permitted by the definition of Permitted Collateral Liens (including the release and re-taking of one or more Liens in connection with i) the incurrence of Permitted Collateral LiensLiens and (ii) the release or modification of the Liens on the Collateral in accordance with the terms of this Agreement and related Security Documents, in each case of clauses (i) and (ii), shall under no circumstances be deemed to materially impair the security interest with respect to the Collateral) for the benefit of the Trustee Administrative Agent and the Holders of the Notes (including any Additional Notes)Lenders, and the Parent Company shall not, and shall not permit any Restricted Subsidiary to, grant to any Person other than the Security Agent (or Polish Security Agent), for the benefit of the Trustee Administrative Agent and the Holders of the Notes (including any Additional Notes) Lenders and the other beneficiaries described in the Security Documents, the Intercreditor Agreement and any interest in Additional Intercreditor Agreement, any Lien over any of the CollateralCollateral that is prohibited by Section 6.2.2; provided that the Parent Company and its Restricted Subsidiaries may incur Liens on any Lien over any of the Collateral permitted that is not prohibited by the definition of Section 6.2.2, including Permitted Collateral Liens; provided further, howeverand the Collateral may be discharged or released in accordance with this Agreement, that (a) nothing in this provision shall restrict the release applicable Security Documents, the Intercreditor Agreement or replacement of any Collateral in compliance with Additional Intercreditor Agreement. Subject to the terms of this Indentureforegoing, the Security Documents and any intercreditor agreements, and (b) any Collateral or any Security Document relating to any Collateral may be amended, extended, renewed, restated, supplemented restated or otherwise modified or replaced released to (i) if cure any ambiguity, omission, defect or inconsistency therein; (ii) provide for Permitted Collateral Liens; (iii) add to the Collateral; or (iv) make any other change thereto that does not adversely affect the Lenders in any material respect; provided, however, that (except where permitted by this Agreement, the Intercreditor Agreement or any Additional Intercreditor Agreement or to effect or facilitate the creation of Permitted Collateral Liens for the benefit of the Security Agent and holders of other Indebtedness incurred in accordance with this Agreement) no Security Document may be amended, extended, renewed, restated or otherwise modified or released, unless contemporaneously with any such actionamendment, extension, renewal, restatement or modification or release (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), the Parent Lead Borrower delivers to the Trustee an Officers’ Certificate confirming that Security Agent and the Parent is solvent or an Opinion of CounselAdministrative Agent, either (1) a solvency opinion, in form and substance reasonably satisfactory to the TrusteeSecurity Agent and the Administrative Agent, from an accounting, appraisal or investment banking firm of international standing which confirms the solvency of the Company and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, modification or release, (2) a certificate from an Officer of the relevant Person which confirms the solvency of the Person granting such Lien after giving effect to any transactions related to such amendment, extension, renewal, restatement, modification or release (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets) or (3) an Opinion of Counsel (subject to any qualifications customary for this type of opinion of counsel), in form and substance reasonably satisfactory to the Administrative Agent, confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement release (followed by an “Amendment”immediate retaking of a Lien of at least equivalent ranking over the same assets), the Lien or Liens (other than in respect of Liens on assets that have been added to the Collateral as a result of such Amendment) created under any the Security Document relating to any Collateral Document, so amended, extended, renewed, restated, supplemented, modified or replaced released and retaken, are valid and perfected Liens enforceable in accordance with their terms against the grantor of the Liens and not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such Amendment amendment, extension, renewal, restatement, modification or (ii) release and retake and to allow for which the conversion of an entity new Indebtedness secured by the shares of which constitute Permitted Collateral to another form of Person (or to allow for conversion, recapitalization or similar transactions involving the shares or other Equity Interests of any such entity) if contemporaneously with any such action, the Parent delivers to the Trustee an Opinion of Counsel, in form and substance reasonably satisfactory to the Trustee, confirming that, after giving effect to any transactions related to such an Amendment, the Lien or Liens created in respect of such Collateral so amended, extended, renewed, restated, supplemented, modified or replaced are valid Liens enforceable in accordance with their terms against the grantor of the Liensis not subject. In the event that the Parent complies Company and its Restricted Subsidiaries comply with the requirements of this Section 4.246.2.9, the Trustee Administrative Agent and the Security Agent shall (including the Polish Security Agentsubject to customary protections and indemnifications) shall consent to any such Amendment amendments without the need for instructions from Holders of the NotesLenders.

Impairment of Security Interest. (a) The Parent shall will not, and will not and shall not cause or permit any of its Restricted Subsidiary to Subsidiaries to, take or knowingly or negligently omit to take take, any action which action or omission might or would have the result of materially impairing the security interest interests with respect to the Collateral (it being understood that the incurrence of Liens on the Collateral permitted by the definition of Permitted Collateral Liens (including the release and re-taking of one or more Liens in connection with the incurrence of Permitted Collateral Liens) shall under no circumstances be deemed to materially impair the security interest interests with respect to the Collateral) for the benefit of the Trustee and the Holders holders of the Notes (including any Additional Notes), and the Parent shall will not, and shall will not cause or permit any of its Restricted Subsidiary Subsidiaries to, grant to any Person other than the Security Agent (or Polish Security Agent), for the benefit of the Trustee and the Holders holders of the Notes (including any Additional Notes) and the other beneficiaries described in the Security DocumentsDocuments and the Intercreditor Agreement and any Additional Intercreditor Agreement, any interest whatsoever in any of the Collateral; provided that (a) nothing in this provision will restrict the discharge or release of the Collateral in accordance with the Indenture, the Security Documents, the Intercreditor Agreement and any Additional Intercreditor Agreement and (b) the Parent and its Restricted Subsidiaries may incur Liens on the Collateral permitted by the definition of Permitted Collateral Liens; and provided further, however, that (a) nothing in this provision shall restrict the release or replacement of any Collateral in compliance with the terms of this Indenture, the Security Documents and any intercreditor agreements, and (b) any Collateral or any no Security Document relating to any Collateral may be amended, extended, renewed, restated, supplemented or otherwise modified modified, replaced or replaced released (i) if followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), unless contemporaneously with any such actionamendment, extension, renewal, restatement, supplement, modification, replacement or release, the Parent Issuer delivers to the Trustee either (1) a solvency opinion from an Officers’ Certificate internationally recognized investment bank or accounting firm, in form and substance reasonably satisfactory to the Trustee, confirming that the solvency of the Parent is solvent and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification, replacement or release, (2) a certificate from the Board of Directors or chief financial officer of the Parent (acting in good faith), in the form set forth as Exhibit D hereto, that confirms the solvency of the Person granting such Lien after giving effect to any transaction related to such amendment, extension, renewal, restatement, replacement, supplement, modification or release (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets) or (3) an Opinion of Counsel, in form and substance reasonably satisfactory to the TrusteeTrustee (subject to customary exceptions and qualifications), confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification modification, replacement or replacement (an “Amendment”)release, the Lien or Liens (other than in respect of Liens on assets that have been added to securing the Collateral as a result of such Amendment) Notes created under any the Security Document relating to any Collateral Documents so amended, extended, renewed, restated, supplemented, modified modified, replaced or replaced released are valid and perfected Liens enforceable in accordance with their terms against the grantor of the Liens and not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such Amendment amendment, extension, renewal, restatement, supplement, modification, replacement or (ii) to allow for the conversion of an entity the shares of which constitute Collateral to another form of Person (or to allow for conversion, recapitalization or similar transactions involving the shares or other Equity Interests of any such entity) if contemporaneously with any such action, the Parent delivers to the Trustee an Opinion of Counsel, in form and substance reasonably satisfactory to the Trustee, confirming that, after giving effect to any transactions related to such an Amendment, the Lien or Liens created in respect of such Collateral so amended, extended, renewed, restated, supplemented, modified or replaced are valid Liens enforceable in accordance with their terms against the grantor of the Liens. In the event that the Parent complies with the requirements of this Section 4.24, the Trustee and the Security Agent (including the Polish Security Agent) shall consent to any such Amendment without the need for instructions from Holders of the Notesrelease.

Impairment of Security Interest. The Parent Company shall not not, and shall not permit any Restricted Subsidiary to to, take or knowingly or negligently omit to take any action action, which action or omission would have the result of materially impairing the security interest with respect to the Collateral (it being understood that the incurrence of Liens on the Collateral permitted by the definition of Permitted Collateral Liens (including the release and re-taking of one or more Liens in connection with i) the incurrence of Permitted Collateral LiensLiens and (ii) the release or modification of the Liens on the Collateral in accordance with the terms of this Indenture and the Security Documents, in each case of clauses (i) and (ii), shall under no circumstances be deemed to materially impair the security interest with respect to the Collateral) for the benefit of the Trustee and the Holders holders of the Notes (including any Additional Notes), and the Parent Company shall not, and shall not permit any Restricted Subsidiary to, grant to any Person other than the Security Agent (or Polish Security Agent), for the benefit of the Trustee and the Holders holders of the Notes (including any Additional Notes) and the other beneficiaries described in the Security DocumentsDocuments and the Intercreditor Agreements, any interest in Lien over any of the CollateralCollateral that is prohibited by Section 4.07; provided that the Parent Company and its Restricted Subsidiaries may incur Liens on 94 any Lien over any of the Collateral permitted that is not prohibited by the definition of Section 4.07, including Permitted Collateral Liens; provided further, however, that (a) nothing and the Collateral may be discharged or released in this provision shall restrict the release or replacement of any Collateral in compliance accordance with the terms of this IndentureNote Documents, including the Intercreditor Agreements. Subject to the foregoing, the Security Documents and any intercreditor agreements, and (b) any Collateral or any Security Document relating to any Collateral may be amended, extended, renewed, restated, supplemented restated or otherwise modified or replaced released to (i) if cure any ambiguity, omission, defect or inconsistency therein; (ii) provide for Permitted Collateral Liens; (iii) add to the Collateral; or (iv) make any other change thereto that does not adversely affect the holders of the Notes in any material respect; provided, however, that (except where permitted by this Indenture or the Intercreditor Agreements or to effect or facilitate the creation of Permitted Collateral Liens for the benefit of the Security Agent and holders of other Indebtedness incurred in accordance with this Indenture) no Security Document may be amended, extended, renewed, restated or otherwise modified or released, unless contemporaneously with any such actionamendment, extension, renewal, restatement or modification or release (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), the Parent Issuer delivers to the Trustee Security Agent and the Trustee, either (1) a solvency opinion, in form and substance reasonably satisfactory to the Security Agent and the Trustee, from an Officers’ Certificate confirming that accounting, appraisal or investment banking firm of international standing which confirms the Parent is solvent solvency of the Company and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, modification or release, (2) a certificate from an Officer of the relevant Person which confirms the solvency of the Person granting such Lien after giving effect to any transactions related to such amendment, extension, renewal, restatement, modification or release (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets) or (3) an Opinion of CounselCounsel (subject to any qualifications customary for this type of opinion of counsel), in form and substance reasonably satisfactory to the Trustee, confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement release (followed by an “Amendment”immediate retaking of a Lien of at least equivalent ranking over the same assets), the Lien or Liens (other than in respect of Liens on assets that have been added to the Collateral as a result of such Amendment) created under any the Security Document relating to any Collateral Document, so amended, extended, renewed, restated, supplemented, modified or replaced released and retaken, are valid and perfected Liens enforceable in accordance with their terms against the grantor of the Liens and not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such Amendment amendment, extension, renewal, restatement, modification or (ii) release and retake and to allow for which the conversion of an entity new Indebtedness secured by the shares of which constitute Permitted Collateral to another form of Person (or to allow for conversion, recapitalization or similar transactions involving the shares or other Equity Interests of any such entity) if contemporaneously with any such action, the Parent delivers to the Trustee an Opinion of Counsel, in form and substance reasonably satisfactory to the Trustee, confirming that, after giving effect to any transactions related to such an Amendment, the Lien or Liens created in respect of such Collateral so amended, extended, renewed, restated, supplemented, modified or replaced are valid Liens enforceable in accordance with their terms against the grantor of the Liensis not subject. In the event that the Parent complies Company and its Restricted Subsidiaries comply with the requirements of this Section 4.244.22, the Trustee and the Security Agent shall (including the Polish Security Agentsubject to customary protections and indemnifications) shall consent to any such Amendment amendments without the need for instructions from the Holders of the Notes.

Impairment of Security Interest. The Parent shall (a) Each of the Issuer, Holdco and the Luxembourg Security Providers will not, and the Issuer will not and shall not cause or permit any of its Restricted Subsidiary to Subsidiaries to, take or knowingly or negligently omit to take any action which action that would or omission would could reasonably be expected to have the result of materially impairing the security interest interests with respect to the Collateral (it being understood understood, subject to the proviso below, that the incurrence of Liens on the Collateral permitted by the definition of Permitted Collateral Liens (including the release and re-taking of one or more Liens in connection with the incurrence of Permitted Collateral Liens) Liens shall under no circumstances be deemed to materially impair the security interest interests with respect to the Collateral) for the benefit of the Trustee and the Holders holders of the Notes (including any Additional Notes), and each of the Issuer, Holdco and the Luxembourg Security Providers will not, and the Parent shall not, and shall Issuer will not cause or permit any of its Restricted Subsidiary Subsidiaries to, grant to any Person other than the Security Agent (or Polish Security Agent), for the benefit of the Trustee and the Holders holders of the Notes (including any Additional Notes) and the other beneficiaries described in the Security DocumentsDocuments and the Intercreditor Agreement or any Additional Intercreditor Agreement, any interest whatsoever in any of the Collateral; provided , except that the Parent Issuer, Holdco and its the Luxembourg Security Providers and the Issuer’s Restricted Subsidiaries may incur Permitted Collateral Liens on and the Collateral permitted by the definition of Permitted Collateral Liens; provided further, however, that (a) nothing may be discharged and released in this provision shall restrict the release or replacement of any Collateral in compliance accordance with the terms of this Indenture, the Security Documents and any intercreditor agreements, and (b) any Collateral the Intercreditor Agreement or any Additional Intercreditor Agreement; provided however, that, except with respect to any discharge or release in accordance with this Indenture, the applicable Security Documents and/or the Intercreditor Agreement or any Additional Intercreditor Agreement, the incurrence of Permitted Collateral Liens or any action expressly permitted by this Indenture and/or the Intercreditor Agreement or any Additional Intercreditor Agreement, no Security Document relating to any Collateral may be amended, extended, renewed, restated, supplemented or otherwise modified modified, replaced, or replaced released (i) if followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), unless contemporaneously with any such action, the Parent Issuer delivers to the Trustee, either (1) a solvency opinion from an internationally recognized investment bank or accounting firm, in form and substance reasonably satisfactory to the Trustee an Officers’ Certificate confirming that the Parent is solvent solvency of the Issuer and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, supplement, modification, replacement or release and retaking or (2) an Opinion of Counsel, in form and substance reasonably satisfactory to the TrusteeTrustee (subject to customary exceptions and qualifications), confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification modification, replacement or replacement (an “Amendment”)release and retaking, the Lien or Liens (other than in respect of Liens on assets that have been added to the Collateral as a result of such Amendment) created under any the Security Document relating to any Collateral Documents so amended, extended, renewed, restated, supplemented, modified or replaced are valid and perfected Liens enforceable in accordance with their terms against the grantor of the Liens and not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, and that such Lien or Liens were not otherwise subject to immediately prior to such Amendment amendment, extension, renewal, restatement, supplement, modification, replacement or (ii) to allow for the conversion of an entity the shares of which constitute Collateral to another form of Person (or to allow for conversion, recapitalization or similar transactions involving the shares or other Equity Interests of any such entity) if contemporaneously with any such action, the Parent delivers to the Trustee an Opinion of Counsel, in form release and substance reasonably satisfactory to the Trustee, confirming that, after giving effect to any transactions related to such an Amendment, the Lien or Liens created in respect of such Collateral so amended, extended, renewed, restated, supplemented, modified or replaced are valid Liens enforceable in accordance with their terms against the grantor of the Liens. In the event that the Parent complies with the requirements of this Section 4.24, the Trustee and the Security Agent (including the Polish Security Agent) shall consent to any such Amendment without the need for instructions from Holders of the Notesretaking.

Impairment of Security Interest. The Parent Company and PAAC shall not not, and shall not cause or permit any Restricted Subsidiary to to, take or knowingly or negligently omit to take any action which action or omission might or would have the result of materially affecting or impairing the Liens and security interest with respect to in favor of the Collateral (it being understood that the incurrence of Liens on the Collateral permitted by the definition of Permitted Collateral Liens (including the release Agent for its own account and re-taking of one or more Liens in connection with the incurrence of Permitted Collateral Liens) shall under no circumstances be deemed to materially impair the security interest with respect to the Collateral) for the benefit of the Trustee and the Holders of the Notes (including any Additional Notes), and the Parent holders of Secured Indebtedness with respect to the Collateral and the Company shall not grant to any Person, or suffer any Person to have any interest whatsoever in the Collateral, in each case other than as otherwise permitted by this Indenture, the Term Loan Agreement or the Security Documents. The Company and PAAC shall not, and shall not permit PCAC to, grant a security interest in, or permit any Lien to exist on, the St. Gabrxxx Xxxeline other than Permitted Liens or a Lien in favor of the Collateral Agent pursuant to a Security Document. The Company and PAAC shall not, and shall not cause or permit any Restricted Subsidiary to, grant enter into any agreement or instrument that by its terms requires that the proceeds received from any sale of Collateral be applied to repay, redeem, defease or otherwise acquire or retire any Person Indebtedness of any Person, other than pursuant to this Indenture or the Security Agent (or Polish Security Agent), for the benefit Term Loan Agreement. A release of the Trustee and the Holders of the Notes (including any Additional Notes) and the other beneficiaries described in the Security Documents, any interest in any of the Collateral; provided that the Parent and its Restricted Subsidiaries may incur Liens on the Collateral permitted by the definition of Permitted Collateral Liens; provided further, however, that (a) nothing strictly in this provision shall restrict the release or replacement of any Collateral in compliance accordance with the terms and conditions of this Subject to the provisions of this Indenture, the Security Documents Existing Term Facility, the Existing Senior Secured Indenture and any intercreditor agreementsthe Intercreditor Agreement, the Company and PAAC will not, and (b) will not cause or permit any Collateral of the Restricted Subsidiaries to, enter into any agreement or instrument that by its terms requires that the Company, PAAC or any Security Document relating to any Collateral may be amended, extended, renewed, restated, supplemented or otherwise modified or replaced such Restricted Subsidiary pledge the Capital Stock of (i) if contemporaneously with any such action, the Parent delivers to the Trustee an Officers’ Certificate confirming that the Parent is solvent or an Opinion of Counsel, in form Company and substance reasonably satisfactory to the Trustee, confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement (an “Amendment”), the Lien or Liens (other than in respect of Liens on assets that have been added to the Collateral as a result of such Amendment) created under any Security Document relating to any Collateral so amended, extended, renewed, restated, supplemented, modified or replaced are valid Liens enforceable in accordance with their terms against the grantor of the Liens and not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such Amendment or (ii) to allow for any Restricted Subsidiary that (A) is engaged in any business activity other than the conversion holding of an entity the shares Capital Stock of which constitute Collateral to another form one or more Subsidiaries of Person PAAC (or in the case of Imperial West, engaging in any business activity other than the holding of its Investment in Kemwater) and (B) has assets equal to allow for conversion, recapitalization or similar transactions involving the shares or other Equity Interests greater than 5% of any such entity) if contemporaneously with any such action, the Parent delivers to the Trustee an Opinion of Counsel, in form and substance reasonably satisfactory to the Trustee, confirming that, after giving effect to any transactions related to such an Amendment, the Lien or Liens created in respect of such Collateral so amended, extended, renewed, restated, supplemented, modified or replaced are valid Liens enforceable in accordance with their terms against the grantor PAAC's total assets determined on a consolidated basis as of the Liens. In the event that the Parent complies with the requirements time of this Section 4.24, the Trustee and the Security Agent (including the Polish Security Agent) shall consent to any such Amendment without the need for instructions from Holders of the Notesdetermination.

Impairment of Security Interest. The Parent No Indenture Obligor shall, nor shall not and shall not it cause or permit any Restricted Subsidiary to of its Obligor Subsidiaries to, take or knowingly or negligently omit to take any action which action or omission might or would have the result of materially affecting or impairing the Liens and security interest in favor of the Collateral Agent for the benefit of the Holders with respect to the Collateral (and no Indenture Obligor shall grant, nor shall it being understood that cause or permit any of its Obligor Subsidiaries to grant, to any Person, or suffer any Person to have any interest whatsoever in the incurrence of Liens on the Collateral Collateral, in each case other than as otherwise permitted by the definition of Permitted Collateral Liens (including the release and re-taking of one or more Liens in connection with the incurrence of Permitted Collateral Liens) shall under no circumstances be deemed to materially impair the security interest with respect to the Collateral) for the benefit of the Trustee and the Holders of the Notes (including any Additional Notes), and the Parent shall not, and shall not permit any Restricted Subsidiary to, grant to any Person other than the Security Agent (or Polish Security Agent), for the benefit of the Trustee and the Holders of the Notes (including any Additional Notes) and the other beneficiaries described in the Security Documents, any interest in any of the Collateral; provided that the Parent and its Restricted Subsidiaries may incur Liens on the Collateral permitted by the definition of Permitted Collateral Liens; provided further, however, that (a) nothing in this provision shall restrict the release or replacement of any Collateral in compliance with the terms of this Indenture, the Security Documents and any intercreditor agreements, and (b) any Collateral or any Security Document relating to any Collateral may be amended, extended, renewed, restated, supplemented or otherwise modified or replaced (i) if contemporaneously with any such actionTerm Loan Agreement, the Parent delivers to the Trustee an Officers’ Certificate confirming that the Parent is solvent or an Opinion of Counsel, in form and substance reasonably satisfactory to the Trustee, confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement (an “Amendment”)New Tranche A Notes Indenture, the Lien or Liens (other than in respect of Liens on assets that have been added to the Collateral as a result of such Amendment) created under any Security Document relating to any Collateral so amended, extended, renewed, restated, supplemented, modified or replaced are valid Liens enforceable in accordance with their terms against the grantor of the Liens and not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such Amendment or (ii) to allow for the conversion of an entity the shares of which constitute Collateral to another form of Person (or to allow for conversion, recapitalization or similar transactions involving the shares or other Equity Interests of any such entity) if contemporaneously with any such actionNew Tranche A Notes, the Parent delivers to the Trustee an Opinion of Counsel, in form and substance reasonably satisfactory to the Trustee, confirming that, after giving effect to any transactions related to such an AmendmentNew Tranche A Term Notes, the Lien or Liens created in respect of such Collateral so amended, extended, renewed, restated, supplemented, modified or replaced are valid Liens enforceable in accordance with their terms against the grantor of the Liens. In the event that the Parent complies with the requirements of this Section 4.24, the Trustee Securities and the Security Agent (including Documents. No Indenture Obligor shall, nor shall it cause or permit any of its Obligor Subsidiaries to, enter into any agreement or instrument that by its terms requires that the Polish proceeds received from any sale of Collateral be applied to repay, redeem, defease or otherwise acquire or retire any Indebtedness of any Person, other than pursuant to this Indenture, the Term Loan Agreement, the New Tranche A Notes Indenture, the New Tranche A Notes, the New Tranche A Term Notes, the Securities and the Security Agent) shall consent Documents or any instrument governing Indebtedness permitted to any such Amendment without be secured by a Lien on the need for instructions from Holders of the NotesCollateral pursuant to Section 1012 hereof.

Impairment of Security Interest. The Parent Guarantor shall not not, and shall not permit any Restricted Subsidiary to to, take or knowingly or negligently omit to take any action action, which action or omission would have the result of materially impairing the security interest with respect to the Collateral (it being understood that the incurrence of Liens on the Collateral permitted by the definition of Permitted Collateral Liens (including the release and re-taking of one or more Liens in connection with the incurrence of Permitted Collateral Liens) shall under no circumstances be deemed to materially impair the security interest with respect to the Collateral) for the benefit of the Security Agent, the Trustee and the Holders holders of the Notes (including any Additional Notes), and the Parent Guarantor shall not, and shall not permit any Restricted Subsidiary to, grant to any Person other than the Security Agent (or Polish Security Agent), for the benefit of itself, the Trustee and the Holders holders of the Notes (including any Additional Notes) and the other beneficiaries described in the Security Documents, the Intercreditor Agreement and any interest in Additional Intercreditor Agreement, any Lien over any of the CollateralCollateral that is prohibited by Section 4.07; provided that the Parent Guarantor and its Restricted Subsidiaries may incur Liens on any Lien over any of the Collateral permitted that is not prohibited by the definition of Section 4.07, including Permitted Collateral Liens; provided further, however, that (a) nothing and the Collateral may be discharged or released in this provision shall restrict the release or replacement of any Collateral in compliance accordance with the terms of this Indenture, the applicable Security Documents, the Intercreditor Agreement or any Additional Intercreditor Agreement. Subject to the foregoing, the Security Documents and any intercreditor agreements, and (b) any Collateral or any Security Document relating to any Collateral may be amended, extended, renewed, restated, supplemented restated or otherwise modified or replaced released to (i) if cure any ambiguity, omission, defect or inconsistency therein; (ii) provide for Permitted Collateral Liens; (iii) add to the Collateral; or (iv) make any other change thereto that does not adversely affect the holders of the Notes in any material respect; provided, however, that (except where permitted by this Indenture, the Intercreditor Agreement or any Additional Intercreditor Agreement or to effect or facilitate the creation of Permitted Collateral Liens for the benefit of the Security Agent and holders of other Indebtedness incurred in accordance with this Indenture) no Security Document may be amended, extended, renewed, restated or otherwise modified or released, unless contemporaneously with any such actionamendment, extension, renewal, restatement or modification or release (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), the Parent Guarantor delivers to the Trustee Security Agent and the Trustee, either (1) a solvency opinion, in form and substance reasonably satisfactory to the Security Agent and the Trustee, from an Officers’ Certificate confirming that accounting, appraisal or investment banking firm of international standing which confirms the solvency of the Parent is solvent Guarantor and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, modification or release, (2) a certificate from an Officer of the relevant Person which confirms the solvency of the Person granting such Lien after giving effect to any transactions related to such amendment, extension, renewal, restatement, modification or release (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets) or (3) an Opinion of CounselCounsel (subject to any qualifications customary for this type of opinion of counsel), in form and substance reasonably satisfactory to the Trustee, confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement release (followed by an “Amendment”immediate retaking of a Lien of at least equivalent ranking over the same assets), the Lien or Liens (other than in respect of Liens on assets that have been added to the Collateral as a result of such Amendment) created under any the Security Document relating to any Collateral Document, so amended, extended, renewed, restated, supplemented, modified or replaced released and retaken, are valid and perfected Liens enforceable in accordance with their terms against the grantor of the Liens and not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such Amendment amendment, extension, renewal, restatement, modification or (ii) release and retake and to allow for which the conversion of an entity new Indebtedness secured by the shares of which constitute Permitted Collateral to another form of Person (or to allow for conversion, recapitalization or similar transactions involving the shares or other Equity Interests of any such entity) if contemporaneously with any such action, the Parent delivers to the Trustee an Opinion of Counsel, in form and substance reasonably satisfactory to the Trustee, confirming that, after giving effect to any transactions related to such an Amendment, the Lien or Liens created in respect of such Collateral so amended, extended, renewed, restated, supplemented, modified or replaced are valid Liens enforceable in accordance with their terms against the grantor of the Liensis not subject. In the event that the Parent complies Guarantor and its Restricted Subsidiaries comply with the requirements of this Section 4.244.22, the Trustee and the Security Agent shall (including the Polish Security Agentsubject to customary protections and indemnifications) shall consent to any such Amendment amendments without the need for instructions from the Holders of the Notes.

Impairment of Security Interest. (a) The Parent shall Company will not, and will not and shall not cause or permit any Restricted Subsidiary to of its Subsidiaries to, take or knowingly or negligently omit to take take, any action which action or omission might or would have the result of materially impairing the security interest interests with respect to the any Collateral (it being understood that the incurrence of Liens on the Collateral permitted by the definition of Permitted Collateral Liens (including the release and re-taking of one or more Liens in connection with the incurrence of Permitted Collateral Liens) shall under no circumstances be deemed to materially impair the security interest with respect to the Collateral) for the benefit of the Trustee Trustee, the Collateral Agents and the Holders of the Notes (including any Additional Notes)Holders, and the Parent shall Company will not, and shall will not cause or permit any Restricted Subsidiary of its Subsidiaries to, grant to any Person other than the Security Agent (or Polish Security Agent)Collateral Agents, for the benefit of the Trustee and the Holders of the Notes (including any Additional Notes) and the other beneficiaries described in the Security DocumentsHolders, any interest whatsoever in any of the Collateral; provided that the Parent and its Restricted Subsidiaries may incur Liens on the Collateral permitted by the definition of Permitted Collateral Liens; provided further, however, that (a) nothing in this provision shall restrict the discharge or release or replacement of any the Collateral in compliance accordance with the terms of this Indenture, Indenture and the Security Documents Documents; and any intercreditor agreementsprovided, and (b) any Collateral or any further, that no Security Document relating to any Collateral may be amended, extended, renewed, restated, supplemented or otherwise modified or replaced (i) if replaced, unless contemporaneously with any such actionamendment, extension, replacement, restatement, supplement, modification or renewal, the Parent Company delivers to the Trustee either (1) a solvency opinion from an Officers’ Certificate internationally recognized investment bank or accounting firm, in form and substance satisfactory to the Trustee confirming that the Parent is solvent solvency of the Company and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, supplement, modification or replacement or (2) an Opinion opinion of Counselcounsel, in form and substance reasonably satisfactory to the TrusteeTrustee (subject to customary exceptions and qualifications), confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement (an “Amendment”)replacement, the Lien or Liens (other than in respect of Liens on assets that have been added to securing the Collateral as a result of such Amendment) Securities created under any the Security Document relating to any Collateral Documents so amended, extended, renewed, restated, supplemented, modified or replaced are valid and perfected Liens enforceable in accordance with their terms against the grantor of the Liens and not otherwise subject to any limitation, imperfection imperfection, or new hardening periodwaiting period for perfection, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such Amendment amendment, extension, renewal, restatement, supplement, modification or (ii) to allow for the conversion of an entity the shares of which constitute Collateral to another form of Person (or to allow for conversion, recapitalization or similar transactions involving the shares or other Equity Interests of any such entity) if contemporaneously with any such action, the Parent delivers to the Trustee an Opinion of Counsel, in form and substance reasonably satisfactory to the Trustee, confirming that, after giving effect to any transactions related to such an Amendment, the Lien or Liens created in respect of such Collateral so amended, extended, renewed, restated, supplemented, modified or replaced are valid Liens enforceable in accordance with their terms against the grantor of the Liens. In the event that the Parent complies with the requirements of this Section 4.24, the Trustee and the Security Agent (including the Polish Security Agent) shall consent to any such Amendment without the need for instructions from Holders of the Notesreplacement.

Impairment of Security Interest. The Parent shall not and shall not permit Neither the Company nor any Restricted Subsidiary Guarantor will be permitted to take any action, or knowingly or negligently omit to take any action action, which action or omission might or would have the result of materially impairing the security interest with respect to the Collateral (it being understood that the incurrence of Liens on the Collateral permitted by the definition of Permitted Collateral Liens (including the release and re-taking of one or more Liens in connection with the incurrence of Permitted Collateral Liens) shall under no circumstances be deemed to materially impair the security interest with respect to the Collateral) for the benefit of the Noteholder Collateral Agent, the Trustee and the Holders of the Notes (including except as expressly set forth in this Indenture or the Collateral Agreements. Neither the Company nor the Guarantors will take any Additional Notes)action or otherwise attempt to enforce any claim or maritime Lien against any Vessel that has priority over any claim or Lien of the Noteholder Collateral Agent, and the Parent shall not, and shall not permit any Restricted Subsidiary to, grant to any Person other than the Security Agent (or Polish Security Agent), for the benefit of the Trustee and the Holders of the Notes (in respect of any Collateral, including any Additional Notessuch claims or Liens arising under Ship Mortgages. Neither the Company nor any of its Restricted Subsidiaries will enter into any agreement that requires the proceeds received from any sale of Collateral to be applied to repay, redeem, defease or otherwise acquire or retire any Indebtedness of any Person, other than as permitted by this Indenture and the Collateral Agreements. The Company shall, and it shall cause each Guarantor to, at its sole cost and expense, execute and deliver all such agreements and instruments and take all further action as the Noteholder Collateral Agent or the Trustee shall reasonably request to more fully or accurately describe the property intended to be Collateral or the obligations intended to be secured by the Collateral Agreements. The Company shall, and it shall cause each Guarantor to, at its sole cost and expense, file any such notice filings or other agreements or instruments as may be reasonably necessary or desirable under applicable law to perfect the Liens created by the Collateral Agreements. Any release of Collateral in accordance with Section 12.03 (“Release of Collateral”) and the other beneficiaries described in Collateral Agreements will not be deemed to impair the Security Documents, any interest in any of the Collateral; provided that the Parent and its Restricted Subsidiaries may incur Liens on the Collateral permitted by the definition of Permitted Collateral Liens; provided further, however, that (a) nothing in this provision shall restrict the release or replacement of any Collateral in compliance with the terms of security under this Indenture, the Security Documents and any intercreditor agreements, and (b) any Collateral appraiser or any Security Document relating to any Collateral other expert may be amended, extended, renewed, restated, supplemented or otherwise modified or replaced (i) if contemporaneously rely on such provision in delivering a certificate requesting release so long as all other provisions of this Indenture with any such action, the Parent delivers to the Trustee an Officers’ Certificate confirming that the Parent is solvent or an Opinion of Counsel, in form and substance reasonably satisfactory to the Trustee, confirming that, after giving effect to any transactions related respect to such amendment, extension, renewal, restatement, supplement, modification or replacement (an “Amendment”), the Lien or Liens (other than in respect of Liens on assets that release have been added to the Collateral as a result of such Amendment) created under any Security Document relating to any Collateral so amended, extended, renewed, restated, supplemented, modified or replaced are valid Liens enforceable in accordance with their terms against the grantor of the Liens and not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such Amendment or (ii) to allow for the conversion of an entity the shares of which constitute Collateral to another form of Person (or to allow for conversion, recapitalization or similar transactions involving the shares or other Equity Interests of any such entity) if contemporaneously with any such action, the Parent delivers to the Trustee an Opinion of Counsel, in form and substance reasonably satisfactory to the Trustee, confirming that, after giving effect to any transactions related to such an Amendment, the Lien or Liens created in respect of such Collateral so amended, extended, renewed, restated, supplemented, modified or replaced are valid Liens enforceable in accordance with their terms against the grantor of the Liens. In the event that the Parent complies with the requirements of this Section 4.24, the Trustee and the Security Agent (including the Polish Security Agent) shall consent to any such Amendment without the need for instructions from Holders of the Notescomplied with.