Common use of Without Consent of Holders Clause in Contracts

Without Consent of Holders. (a) Notwithstanding Section 9.02 hereof, the Issuer, any Guarantor (with respect to a Guarantee or this Indenture to which it is a party) and the Trustee may amend or supplement this Indenture, any Guarantee, the Notes, the Notes Security Document or the Intercreditor Agreements (including in each case, if applicable, the form of agreements attached thereto as exhibits) without the consent of any Holder: (i) to cure any ambiguity, omission, mistake, defect or inconsistency; (ii) to provide for uncertificated Notes in addition to or in place of certificated Notes; (iii) to comply with Section 5.01 hereof; (iv) to provide the assumption of the Issuer’s or any Guarantor’s obligations to the Holders; (v) to make any change that would provide any additional rights or benefits to the Holders or that does not materially adversely affect (as determined in good faith by the Issuer) the legal rights under this Indenture of any such Holder; (vi) to add covenants for the benefit of the Holders or to surrender any right or power conferred upon the Issuer or any Guarantor; (vii) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act, if applicable (it being agreed that this Indenture need not qualify under the Trust Indenture Act); (viii) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee hereunder pursuant to the requirements hereof; (ix) to add a Guarantor or co-obligor under this Indenture or to release a Guarantor in accordance with the terms of this Indenture; (x) to conform the text of this Indenture, Guarantees, the Notes, the Notes Security Documents and the Intercreditor Agreements to any provision of the “Description of Notes” section of the Offering Memorandum to the extent that such provision in such “Description of Notes” section was intended to be a verbatim recitation of a provision of this Indenture, Guarantee, the Notes, the Notes Security Documents and the Intercreditor Agreements as provided to the Trustee in an Officer’s Certificate; (xi) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, to facilitate the issuance and administration of the Notes; provided, (A) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (B) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (xii) to provide for the issuance of Additional Notes in accordance with the terms of this Indenture; (xiii) to make, complete or confirm any grant of Collateral permitted or required by this Indenture, any of the Notes Security Documents or the Intercreditor Agreements or any release of Collateral pursuant to the terms of this Indenture, any of the Notes Security Documents or the Intercreditor Agreements; (xiv) to secure additional extensions of credit and add additional secured creditors holding other First Lien Obligations so long as such First Lien Obligations are not prohibited by the provisions of this Indenture or any other then-existing First Lien Debt Documents; (xv) to add additional assets as Collateral; or (xvi) to add provisions to this Indenture and a new form of Note to permit the issuance by the Issuer or a Subsidiary thereof of escrow notes under this Indenture, which may have different terms than other Notes issued under this Indenture so long as the proceeds of such notes remain in escrow (including, but not limited to, separate collateral, different or no guarantees and special mandatory redemption provisions). (b) The Holders will be deemed to have consented for purposes of this Indenture, the Notes Security Documents and the Equal Priority Intercreditor Agreement (and, if applicable, a Junior Lien Intercreditor Agreement) to any of the following amendments and other modifications to this Indenture, the Notes Security Documents or the Equal Priority Intercreditor Agreement (or, if applicable, a Junior Lien Intercreditor Agreement) and the entry into a Junior Lien Intercreditor Agreement: (i) to effect any amendment or supplement to the Equal Priority Intercreditor Agreement or any other Intercreditor Agreement that is for the purpose of adding the holders of First Lien Obligations or Indebtedness secured on a junior basis to the Notes or any other Indebtedness that is permitted under Section 4.09 and is Secured Indebtedness (or a representative with respect thereto) as parties thereto, as expressly contemplated by the terms of such Intercreditor Agreement, as applicable (it being understood that any such amendment, modification or supplement may make such other changes to the Equal Priority Intercreditor Agreement or any other applicable Intercreditor Agreement as, in the good faith determination of the Bank Collateral Agent, are required to effectuate the foregoing and provided that such other changes are not adverse, in any material respect, to the interests of the Holders); (ii) to enter into any Junior Lien Intercreditor Agreement or any Equal Priority Intercreditor Agreement or to any restatement or replacement thereof or to effect the Equal Priority Intercreditor Amendments or other Intercreditor Amendments; or (iii) that is expressly contemplated by any Intercreditor Agreement or this Indenture. (c) The Notes Collateral Agent is hereby authorized and directed to enter into the Equal Priority Intercreditor Agreement and any other Intercreditor Agreement to the extent contemplated by the terms of this Indenture without the consent of any Holder, and by accepting a Note, each Holder will be deemed to have acknowledged that such Intercreditor Agreement is binding upon them. By accepting a Note, each Holder will be deemed to have (a) agreed that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreements, (b) authorized and instructed the Notes Collateral Agent to enter into the Equal Priority Intercreditor Agreement and to subject the Liens on the Collateral to the provisions thereof and (c) without any further consent of such Holder, authorized and instructed the Notes Collateral Agent to execute and deliver on behalf of itself, the Trustee and the Holders the Equal Priority Intercreditor Agreement, any other intercreditor agreement or any amendment (or amendment and restatement) to the Notes Security Documents or an Intercreditor Agreement contemplated by this Indenture. In connection with any such amendment of the Equal Priority Intercreditor Agreement or any other Intercreditor Agreements, the Issuer shall provide an Officer’s Certificate to the Notes Collateral Agent stating that such amendment complies with and/or is permitted by this Indenture, on which the Notes Collateral Agent shall be entitled to conclusively rely without any investigation. In addition, by accepting a Note, each Holder will be deemed to have authorized and directed the Notes Collateral Agent to enter into (i) any amendments to the Equal Priority Intercreditor Agreement and any other Intercreditor Agreements, and (ii) any other intercreditor arrangements, in the case of clauses (i), and (ii) to the extent required to give effect to the establishment of intercreditor rights and privileges as contemplated and required or permitted by the Indenture (the “Other Intercreditor Amendments”). (d) Upon the request of the Issuer accompanied by a resolution of the Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof (to the extent requested by the Trustee), the Trustee shall join with the Issuer and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall have the right, but not be obligated to, enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, neither an Opinion of Counsel nor an Officer’s Certificate shall be required in connection with the addition of a Guarantor under this Indenture upon execution and delivery by such Guarantor and the Trustee of a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, provided that the execution thereof shall be deemed a representation by such Guarantor(s) that all conditions precedent and covenants, if any, relating to the execution of such supplemental indenture have been satisfied, provided that the execution thereof shall be deemed a representation by such Guarantor(s) that all conditions precedent and covenants, if any, relating to the execution of such supplemental indenture have been satisfied and the supplemental indenture is enforceable in accordance with its terms subject to (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and similar laws affecting the rights and remedies of creditors generally and (ii) general principles of equity.

Without Consent of Holders. (a) Notwithstanding Section 9.02 hereof, the Issuer, any Guarantor (with respect to a Guarantee or this Indenture to which it is a party) and the Trustee may amend or supplement this This Indenture, any Guarantee, the Notes, the Notes Security Document and the Subsidiary Guarantees may be amended or the Intercreditor Agreements (including in each case, if applicable, the form of agreements attached thereto as exhibits) supplemented without the notice to or consent of any Holder: (i) to cure any ambiguity, omission, mistakedefect, defect mistake or inconsistency; (ii) to provide for the assumption by a successor corporation of the obligations of the Company or any Guarantor under the Indenture, the Notes and the Guarantees; (iii) to provide for or facilitate the issuance of uncertificated Notes in addition to or in place of certificated Notes; (iii) to comply with Section 5.01 hereof; provided that such uncertificated Notes are properly treated as in registered form for U.S. federal income tax purposes; (iv) to provide comply with the assumption rules of the Issuer’s or any Guarantor’s obligations to the Holdersapplicable depositary; (v) to make any change that would provide any additional rights or benefits add Guarantees with respect to the Holders Notes or that does not materially adversely affect (as determined in good faith by the Issuer) the legal rights to release a Guarantor from its obligations under its Guarantee or this Indenture in accordance with the applicable provisions of any such Holderthis Indenture; (vi) to secure the Notes and the Guarantees; (vii) to add to the covenants of the Parent and its Restricted Subsidiaries or Events of Default for the benefit of the Holders or to make changes that would provide additional rights to the Holders, or to surrender any right or power herein conferred upon the Issuer Company or any Guarantor; (viiviii) to make any change that does not adversely affect the rights of any Holder in any material respect; (ix) to comply with requirements any requirement of the SEC in order to effect or maintain connection with the qualification of this Indenture under the Trust Indenture ActTIA, as amended, if applicable (it being agreed that this Indenture need not qualify under the Trust Indenture Act)applicable; (viiix) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee hereunder pursuant trustee; provided that the successor trustee is otherwise qualified and eligible to act as such under the requirements hereofterms of this Indenture; (ixxi) to add a Guarantor conform the text of this Indenture, the Notes or co-obligor under this Indenture the Guarantees to any provision of the “Description of the Notes” section of the Offering Memorandum or, with respect to any Additional Notes and any supplemental indenture or other instrument pursuant to release a Guarantor which such Additional Notes are issued, to such “Description of notes” relating to the issuance of such Additional Notes solely to the extent that such “Description of notes” provides for terms of such Additional Notes that differ from the terms of the Initial Notes, in each case as evidenced in an Officer’s Certificate delivered to the Trustee; (xii) to provide for or confirm the issuance of Additional Notes in accordance with the terms of this Indenture; (xxiii) to conform the text of this Indenture, Guarantees, the Notes, the Notes Security Documents and the Intercreditor Agreements to any provision of the “Description of Notes” section of the Offering Memorandum to the extent that such provision in such “Description of Notes” section was intended to be a verbatim recitation of a provision of this Indenture, Guarantee, the Notes, the Notes Security Documents and the Intercreditor Agreements as provided to the Trustee in an Officer’s Certificate; (xi) to make any amendment to the provisions of this the Indenture relating to the transfer and legending of Notes as permitted by this IndentureNotes, including, including to facilitate the issuance and issuance, transfer, delegending or administration of the Notes; provided, (A) however, that compliance with this the Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any other applicable securities law and (B) such law. After an amendment does not materially and adversely affect or supplement under this Section becomes effective, the rights of Holders Company shall mail to transfer Notes; (xii) to provide for the issuance of Additional Notes Holders, or in accordance with the terms applicable procedures of this Indenture; (xiii) DTC, a notice briefly describing such amendment or supplement. The failure to makegive such notice to all Holders, complete or confirm any grant of Collateral permitted or required by this Indenture, any of the Notes Security Documents or the Intercreditor Agreements or any release defect therein, shall not impair or affect the validity of Collateral pursuant to the terms of this Indenture, any of the Notes Security Documents an amendment or the Intercreditor Agreements; (xiv) to secure additional extensions of credit and add additional secured creditors holding other First Lien Obligations so long as such First Lien Obligations are not prohibited by the provisions of this Indenture or any other then-existing First Lien Debt Documents; (xv) to add additional assets as Collateral; or (xvi) to add provisions to this Indenture and a new form of Note to permit the issuance by the Issuer or a Subsidiary thereof of escrow notes supplement under this IndentureSection. A consent to any amendment, which may have different terms than other Notes issued supplement or waiver under this Indenture so long as the proceeds of such notes remain in escrow (including, but not limited to, separate collateral, different or no guarantees and special mandatory redemption provisions). (b) The Holders will be deemed to have consented for purposes of this Indenture, the Notes Security Documents and the Equal Priority Intercreditor Agreement (and, if applicable, a Junior Lien Intercreditor Agreement) to any of the following amendments and other modifications to this Indenture, the Notes Security Documents or the Equal Priority Intercreditor Agreement (or, if applicable, a Junior Lien Intercreditor Agreement) and the entry into a Junior Lien Intercreditor Agreement: (i) to effect any amendment or supplement to the Equal Priority Intercreditor Agreement or any other Intercreditor Agreement that is for the purpose of adding the holders of First Lien Obligations or Indebtedness secured on a junior basis to the Notes or any other Indebtedness that is permitted under Section 4.09 and is Secured Indebtedness (or a representative with respect thereto) as parties thereto, as expressly contemplated by the terms of such Intercreditor Agreement, as applicable (it being understood that any such amendment, modification or supplement may make such other changes to the Equal Priority Intercreditor Agreement or any other applicable Intercreditor Agreement as, in the good faith determination of the Bank Collateral Agent, are required to effectuate the foregoing and provided that such other changes are not adverse, in any material respect, to the interests of the Holders); (ii) to enter into any Junior Lien Intercreditor Agreement or any Equal Priority Intercreditor Agreement or to any restatement or replacement thereof or to effect the Equal Priority Intercreditor Amendments or other Intercreditor Amendments; or (iii) that is expressly contemplated by any Intercreditor Agreement or this Indenture. (c) The Notes Collateral Agent is hereby authorized and directed to enter into the Equal Priority Intercreditor Agreement and any other Intercreditor Agreement to the extent contemplated by the terms of this Indenture without the consent of any Holder, and by accepting Holder given in connection with a Note, each Holder will be deemed to have acknowledged that such Intercreditor Agreement is binding upon them. By accepting a Note, each Holder will be deemed to have (a) agreed that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreements, (b) authorized and instructed the Notes Collateral Agent to enter into the Equal Priority Intercreditor Agreement and to subject the Liens on the Collateral to the provisions thereof and (c) without any further consent tender of such Holder, authorized and instructed the Notes Collateral Agent to execute and deliver on behalf of itself, the Trustee and the Holders the Equal Priority Intercreditor Agreement, any other intercreditor agreement or any amendment (or amendment and restatement) to the Notes Security Documents or an Intercreditor Agreement contemplated ’s Note shall not be rendered invalid by this Indenturesuch tender. In connection with any such amendment of the Equal Priority Intercreditor Agreement or any other Intercreditor Agreements, the Issuer shall provide an Officer’s Certificate to the Notes Collateral Agent stating that such amendment complies with and/or is permitted by this Indenture, on which the Notes Collateral Agent shall be entitled to conclusively rely without any investigation. In addition, by accepting a Note, each Holder will be deemed to have authorized and directed the Notes Collateral Agent to enter into (i) any amendments to the Equal Priority Intercreditor Agreement and any other Intercreditor Agreements, and (ii) any other intercreditor arrangements, in the case of clauses (i), and (ii) to the extent required to give effect to the establishment of intercreditor rights and privileges as contemplated and required or permitted by the Indenture (the “Other Intercreditor Amendments”). (d) Upon the request of the Issuer Company or the Parent accompanied by a resolution of the Board of Directors Resolution authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof (to the extent requested by the Trustee)Sections 7.2 and 11.2 hereof, the Trustee shall join with the Issuer Company and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein containedIndenture, but the Trustee shall have the right, but not be obligated to, to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, neither an Opinion of Counsel nor an Officer’s Certificate shall be required in connection with the addition of a Guarantor under this Indenture upon execution and delivery by such Guarantor and the Trustee of a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, provided that the execution thereof shall be deemed a representation by such Guarantor(s) that all conditions precedent and covenants, if any, relating to the execution of such supplemental indenture have been satisfied, provided that the execution thereof shall be deemed a representation by such Guarantor(s) that all conditions precedent and covenants, if any, relating to the execution of such supplemental indenture have been satisfied and the supplemental indenture is enforceable in accordance with its terms subject to (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and similar laws affecting the rights and remedies of creditors generally and (ii) general principles of equity.

Without Consent of Holders. (a) Notwithstanding Section 9.02 hereof, the Issuer, any Guarantor (with respect to a Guarantee or this Indenture to which it is a party) and the Trustee may amend or supplement of this Indenture, any Guarantee, the Notes, the Notes Security Document or the Intercreditor Agreements (including in each case, if applicable, the form of agreements attached thereto as exhibits) without the consent of any Holder, the Issuer, and the Trustee may amend, supplement or modify this Indenture or any of the Notes and the Issuer may direct the Trustee to, and the Trustee shall, enter into an amendment to: (ia) to cure any ambiguity, omission, mistake, defect defect, error or inconsistency, conform any provision to any provision under the heading “Description of Notes,” in the Offering Memorandum or reduce the minimum denomination of the Notes; (iib) to provide for the assumption by a successor Person of the obligations of the Issuer under any such Note or this Indenture; (c) provide for uncertificated Notes in addition to or in place of certificated Notes; (iiid) add to comply with Section 5.01 hereofthe covenants or provide for a guarantee of the Notes for the benefit of the Holders or surrender any right or power conferred upon the Issuer; (ive) to provide the assumption of the Issuer’s or any Guarantor’s obligations to the Holders; (v) to make any change that would provide any additional rights or benefits to the Holders or that does not materially adversely affect the rights of any Holder in any material respect; (f) at the Issuer’s election, comply with any requirement of the SEC in connection with the qualification of this Indenture under the TIA, if such qualification is required; (g) make such provisions as necessary (as determined in good faith by the Issuer) for the legal rights under this Indenture issuance of any such HolderAdditional Notes; (vih) to add covenants security to or for the benefit of the Holders Notes, or to surrender confirm and evidence the release, termination, discharge or retaking of any right Lien with respect to or power conferred upon securing the Issuer Notes when such release, termination, discharge or any Guarantorretaking is provided for under this Indenture; (viii) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act, if applicable (it being agreed that this Indenture need not qualify under the Trust Indenture Act); (viii) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee hereunder pursuant to the requirements hereof;; and (ixj) to add a Guarantor or co-obligor under this Indenture or to release a Guarantor in accordance with the terms of this Indenture; (x) to conform the text of this Indenture, Guarantees, the Notes, the Notes Security Documents and the Intercreditor Agreements to any provision of the “Description of Notes” section of the Offering Memorandum to the extent that such provision in such “Description of Notes” section was intended to be a verbatim recitation of a provision of this Indenture, Guarantee, the Notes, the Notes Security Documents and the Intercreditor Agreements as provided to the Trustee in an Officer’s Certificate; (xi) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, including to facilitate the issuance and administration of the such Notes; provided, however, that (Ai) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the U.S. Securities Act or any other applicable securities law and (Bii) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (xii) to provide for the issuance of Additional Notes in accordance with the terms of this Indenture; (xiii) to make, complete or confirm any grant of Collateral permitted or required by this Indenture, any of the Notes Security Documents or the Intercreditor Agreements or any release of Collateral pursuant to the terms of this Indenture, any of the Notes Security Documents or the Intercreditor Agreements; (xiv) to secure additional extensions of credit and add additional secured creditors holding other First Lien Obligations so long as such First Lien Obligations are not prohibited by the provisions of this Indenture or any other then-existing First Lien Debt Documents; (xv) to add additional assets as Collateral; or (xvi) to add provisions to this Indenture and a new form of Note to permit the issuance by the Issuer or a Subsidiary thereof of escrow notes under this Indenture, which may have different terms than other Notes issued under this Indenture so long as the proceeds of such notes remain in escrow (including, but not limited to, separate collateral, different or no guarantees and special mandatory redemption provisions). (b) The Holders will be deemed to have consented for purposes of this Indenture, the Notes Security Documents and the Equal Priority Intercreditor Agreement (and, if applicable, a Junior Lien Intercreditor Agreement) to any of the following amendments and other modifications to this Indenture, the Notes Security Documents or the Equal Priority Intercreditor Agreement (or, if applicable, a Junior Lien Intercreditor Agreement) and the entry into a Junior Lien Intercreditor Agreement: (i) to effect any amendment or supplement to the Equal Priority Intercreditor Agreement or any other Intercreditor Agreement that is for the purpose of adding the holders of First Lien Obligations or Indebtedness secured on a junior basis to the Notes or any other Indebtedness that is permitted under Section 4.09 and is Secured Indebtedness (or a representative with respect thereto) as parties thereto, as expressly contemplated by the terms of such Intercreditor Agreement, as applicable (it being understood that any such amendment, modification or supplement may make such other changes to the Equal Priority Intercreditor Agreement or any other applicable Intercreditor Agreement as, in the good faith determination of the Bank Collateral Agent, are required to effectuate the foregoing and provided that such other changes are not adverse, in any material respect, to the interests of the Holders); (ii) to enter into any Junior Lien Intercreditor Agreement or any Equal Priority Intercreditor Agreement or to any restatement or replacement thereof or to effect the Equal Priority Intercreditor Amendments or other Intercreditor Amendments; or (iii) that is expressly contemplated respect unless otherwise required by any Intercreditor Agreement or this Indenture. (c) The Notes Collateral Agent is hereby authorized and directed to enter into the Equal Priority Intercreditor Agreement and any other Intercreditor Agreement to the extent contemplated by the terms of this Indenture without the consent of any Holder, and by accepting a Note, each Holder will be deemed to have acknowledged that such Intercreditor Agreement is binding upon themlaw. By accepting a Note, each Holder will be deemed to have (a) agreed that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreements, (b) authorized and instructed the Notes Collateral Agent to enter into the Equal Priority Intercreditor Agreement and to subject the Liens on the Collateral to the provisions thereof and (c) without any further consent of such Holder, authorized and instructed the Notes Collateral Agent to execute and deliver on behalf of itself, the Trustee and the Holders the Equal Priority Intercreditor Agreement, any other intercreditor agreement or any amendment (or amendment and restatement) to the Notes Security Documents or an Intercreditor Agreement contemplated by this Indenture. In connection with any such amendment of the Equal Priority Intercreditor Agreement or any other Intercreditor Agreements, the Issuer shall provide an Officer’s Certificate to the Notes Collateral Agent stating that such amendment complies with and/or is permitted by this Indenture, on which the Notes Collateral Agent shall be entitled to conclusively rely without any investigation. In addition, by accepting a Note, each Holder will be deemed to have authorized and directed the Notes Collateral Agent to enter into (i) any amendments to the Equal Priority Intercreditor Agreement and any other Intercreditor Agreements, and (ii) any other intercreditor arrangements, in the case of clauses (i), and (ii) to the extent required to give effect to the establishment of intercreditor rights and privileges as contemplated and required or permitted by the Indenture (the “Other Intercreditor Amendments”). (d) Upon the request of the Issuer accompanied by a resolution of the Board of Directors authorizing the execution of any such amended or supplemental indentureIssuer, and upon receipt by the Trustee of the documents described in Section 7.02 hereof (to the extent requested by the Trustee)Sections 9.05 and 12.04 hereof, the Trustee shall will join with the Issuer and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by amendment or supplement to the terms of Notes or the Indenture effectuating any such amendment, supplement or modification, unless such amended or supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture and to make any further appropriate agreements and stipulations that or otherwise, in which case the Trustee may be therein containedin its discretion, but the Trustee shall have the right, but will not be obligated to, enter into such amended or supplemental indenture that affects its own rights, duties or immunities amendment or supplement to the Notes or this Indenture. After an amendment or supplement under this Indenture Section 9.01 becomes effective, the Issuer shall mail to Holders a notice briefly describing such amendment or otherwisesupplement. Notwithstanding The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the foregoing, neither validity of an Opinion of Counsel nor an Officer’s Certificate shall be required in connection with the addition of a Guarantor amendment or supplement under this Indenture upon execution and delivery by such Guarantor and the Trustee of a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, provided that the execution thereof shall be deemed a representation by such Guarantor(s) that all conditions precedent and covenants, if any, relating to the execution of such supplemental indenture have been satisfied, provided that the execution thereof shall be deemed a representation by such Guarantor(s) that all conditions precedent and covenants, if any, relating to the execution of such supplemental indenture have been satisfied and the supplemental indenture is enforceable in accordance with its terms subject to (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and similar laws affecting the rights and remedies of creditors generally and (ii) general principles of equitySection 9.01.

Without Consent of Holders. (a) Notwithstanding Section 9.02 hereof, the Issuer, any Guarantor (with respect to a Guarantee or this Indenture to which it is a party) The Issuers and the Trustee may amend or supplement this Indenture, any Guarantee, the Notes, the Notes Security Document Indenture or the Intercreditor Agreements (including in each case, if applicable, the form of agreements attached thereto as exhibits) Securities without the notice to or consent of any HolderSecurityholder: (ia) to cure evidence the succession of another person to an Issuer and the assumption by any ambiguity, omission, mistake, defect or inconsistencysuch successor of the covenants of the Issuers herein and in the Securities; (ii) to provide for uncertificated Notes in addition to or in place of certificated Notes; (iii) to comply with Section 5.01 hereof; (iv) to provide the assumption of the Issuer’s or any Guarantor’s obligations to the Holders; (v) to make any change that would provide any additional rights or benefits to the Holders or that does not materially adversely affect (as determined in good faith by the Issuer) the legal rights under this Indenture of any such Holder; (vib) to add to the covenants of the Issuers or a Subsidiary for the benefit of the Holders or to surrender any right or power herein conferred upon the Issuer Issuers or any GuarantorSubsidiary; (viic) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in uncertificated form; provided that any uncertificated Securities are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Securities are described in Section 163(f)(2)(B) of the Code; (d) to issue Additional Securities in accordance with this Indenture; (e) to secure the Securities or add any guarantee with respect to the Securities; (f) provide for the appointment of a successor trustee; provided that the successor trustee is otherwise qualified and eligible to act as such under the terms of this Indenture; (g) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other change that does not adversely affect the Holders of the Securities; (h) to comply with the requirements of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act, if applicable (it being agreed that this Indenture need not qualify under the Trust Indenture Act)TIA; (viii) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee hereunder pursuant to the requirements hereof; (ix) to add a Guarantor or co-obligor under this Indenture or to release a Guarantor in accordance with the terms of this Indenture; (x) to conform the text of this Indenture, Guarantees, the Notes, the Notes Security Documents and the Intercreditor Agreements to any provision of the “Description of Notes” section of the Offering Memorandum to the extent that such provision in such “Description of Notes” section was intended to be a verbatim recitation of a provision of this Indenture, Guarantee, the Notes, the Notes Security Documents and the Intercreditor Agreements as provided to the Trustee in an Officer’s Certificate; (xii) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, to facilitate the issuance and administration of the NotesSecurities; provided, however, that (A1) compliance with this Indenture as so amended would not result in Notes notes being transferred in violation of the Securities Act or any other applicable securities law and (B2) such amendment does not materially and adversely affect the rights of Holders holders to transfer Notes;Securities; or (xiij) to provide for conform the issuance of Additional Notes in accordance with the terms of this Indenture; (xiii) to make, complete or confirm any grant of Collateral permitted or required by this Indenture, any of the Notes Security Documents or the Intercreditor Agreements or any release of Collateral pursuant to the terms of this Indenture, any of the Notes Security Documents or the Intercreditor Agreements; (xiv) to secure additional extensions of credit and add additional secured creditors holding other First Lien Obligations so long as such First Lien Obligations are not prohibited by the provisions text of this Indenture or any other then-existing First Lien Debt Documents; (xv) to add additional assets as Collateral; or (xvi) to add provisions to this Indenture and a new form of Note to permit the issuance by the Issuer or a Subsidiary thereof of escrow notes under this Indenture, which may have different terms than other Notes issued under this Indenture so long as the proceeds of such notes remain in escrow (including, but not limited to, separate collateral, different or no guarantees and special mandatory redemption provisions). (b) The Holders will be deemed to have consented for purposes of this Indenture, the Notes Security Documents and the Equal Priority Intercreditor Agreement (and, if applicable, a Junior Lien Intercreditor Agreement) Securities to any provision of the following amendments and other modifications to this Indenture, “Description of the Notes Security Documents or the Equal Priority Intercreditor Agreement (or, if applicable, a Junior Lien Intercreditor Agreement) and the entry into a Junior Lien Intercreditor Agreement: (i) to effect any amendment or supplement to the Equal Priority Intercreditor Agreement or any other Intercreditor Agreement that is for the purpose of adding the holders of First Lien Obligations or Indebtedness secured on a junior basis to the Notes or any other Indebtedness that is permitted under Section 4.09 and is Secured Indebtedness (or a representative with respect thereto) as parties thereto, as expressly contemplated by the terms of such Intercreditor Agreement, as applicable (it being understood that any such amendment, modification or supplement may make such other changes to the Equal Priority Intercreditor Agreement or any other applicable Intercreditor Agreement as, Notes” in the good faith determination of the Bank Collateral Agent, are required to effectuate the foregoing and provided that such other changes are not adverse, in any material respect, to the interests of the Holders); (ii) to enter into any Junior Lien Intercreditor Agreement or any Equal Priority Intercreditor Agreement or to any restatement or replacement thereof or to effect the Equal Priority Intercreditor Amendments or other Intercreditor Amendments; or (iii) that is expressly contemplated by any Intercreditor Agreement or this Indenture. (c) The Notes Collateral Agent is hereby authorized and directed to enter into the Equal Priority Intercreditor Agreement and any other Intercreditor Agreement Prospectus to the extent contemplated by that such provision in the terms “Description of the Notes” in the Prospectus is intended to be a verbatim recitation of a provision of this Indenture without or the consent of any Holder, and by accepting a Note, each Holder will be deemed to have acknowledged that such Intercreditor Agreement is binding upon themSecurities. By accepting a Note, each Holder will be deemed to have (a) agreed that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreements, (b) authorized and instructed the Notes Collateral Agent to enter into the Equal Priority Intercreditor Agreement and to subject the Liens on the Collateral to the provisions thereof and (c) without any further consent of such Holder, authorized and instructed the Notes Collateral Agent to execute and deliver on behalf of itselfAfter an amendment under this Section becomes effective, the Trustee and the Holders the Equal Priority Intercreditor AgreementIssuers shall mail to Securityholders a notice briefly describing such amendment. The failure to give such notice to all Securityholders, any other intercreditor agreement or any defect therein, shall not impair or affect the validity of an amendment (or amendment and restatement) to the Notes Security Documents or an Intercreditor Agreement contemplated by this Indenture. In connection with any such amendment of the Equal Priority Intercreditor Agreement or any other Intercreditor Agreements, the Issuer shall provide an Officer’s Certificate to the Notes Collateral Agent stating that such amendment complies with and/or is permitted by this Indenture, on which the Notes Collateral Agent shall be entitled to conclusively rely without any investigation. In addition, by accepting a Note, each Holder will be deemed to have authorized and directed the Notes Collateral Agent to enter into (i) any amendments to the Equal Priority Intercreditor Agreement and any other Intercreditor Agreements, and (ii) any other intercreditor arrangements, in the case of clauses (i), and (ii) to the extent required to give effect to the establishment of intercreditor rights and privileges as contemplated and required or permitted by the Indenture (the “Other Intercreditor Amendments”). (d) Upon the request of the Issuer accompanied by a resolution of the Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof (to the extent requested by the Trustee), the Trustee shall join with the Issuer and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall have the right, but not be obligated to, enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, neither an Opinion of Counsel nor an Officer’s Certificate shall be required in connection with the addition of a Guarantor under this Indenture upon execution and delivery by such Guarantor and the Trustee of a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, provided that the execution thereof shall be deemed a representation by such Guarantor(s) that all conditions precedent and covenants, if any, relating to the execution of such supplemental indenture have been satisfied, provided that the execution thereof shall be deemed a representation by such Guarantor(s) that all conditions precedent and covenants, if any, relating to the execution of such supplemental indenture have been satisfied and the supplemental indenture is enforceable in accordance with its terms subject to (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and similar laws affecting the rights and remedies of creditors generally and (ii) general principles of equitySection.

Without Consent of Holders. (a) Notwithstanding Section 9.02 9.2 hereof, this Indenture, the Notes and Guarantees may be amended or supplemented by the Issuer, any Guarantor (with respect to a its Guarantee or this Indenture to which it is a partyof the Notes) and the Trustee may amend without notice to or supplement this Indenture, any Guarantee, the Notes, the Notes Security Document or the Intercreditor Agreements (including in each case, if applicable, the form of agreements attached thereto as exhibits) without the consent of any Holder: (i) to cure any ambiguity, omission, mistake, defect or inconsistency; (ii) to conform the text of this Indenture (including any supplemental indenture or other instrument pursuant to which Notes are issued), the Guarantees or the Notes (including any Additional Notes) to the “Description of Notes” in the Offering Memorandum or, with respect to any Additional Notes and any supplemental indenture or other instrument pursuant to which such Additional Notes are issued, to the “Description of Notes” relating to the issuance of such Additional Notes solely to the extent that such “Description of Notes” provides for terms of such Additional Notes that differ from the terms of the Initial Notes, in accordance with Section 2.4; (iii) to comply with Article IV; (iv) to provide for the assumption by a successor Person of the obligations of the Issuer or any Guarantor under this Indenture and the Notes or Guarantee, as the case may be; (v) to provide for uncertificated Notes in addition to or in place of certificated Notes; (iii) to comply with Section 5.01 hereof; (iv) to provide the assumption of the Issuer’s or any Guarantor’s obligations to the Holders; (v) to make any change that would provide any additional rights or benefits to the Holders or that does not materially adversely affect (as determined in good faith by the Issuer) the legal rights under this Indenture of any such Holder; (vi) to add Guarantees with respect to the Notes; (vii) to secure the Notes; (viii) to confirm and evidence the release, termination or discharge of any Guarantee or Lien with respect to or securing the Notes when such release, termination or discharge is provided for under this Indenture or the Notes; (ix) to add to the covenants of the Issuer for the benefit of the Holders or to surrender any right or power herein conferred upon the Issuer or any Guarantor; (viix) to make any change that does not adversely affect the rights of any Holder in any material respect, as determined in good faith by the Issuer; (xi) to comply with requirements any requirement of the SEC in order to effect or maintain connection with the qualification of this Indenture under the Trust Indenture Act, if applicable (it being agreed that this Indenture need not qualify under the Trust Indenture Act)TIA; (viii) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee hereunder pursuant to the requirements hereof; (ix) to add a Guarantor or co-obligor under this Indenture or to release a Guarantor in accordance with the terms of this Indenture; (x) to conform the text of this Indenture, Guarantees, the Notes, the Notes Security Documents and the Intercreditor Agreements to any provision of the “Description of Notes” section of the Offering Memorandum to the extent that such provision in such “Description of Notes” section was intended to be a verbatim recitation of a provision of this Indenture, Guarantee, the Notes, the Notes Security Documents and the Intercreditor Agreements as provided to the Trustee in an Officer’s Certificate; (xixii) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation, to facilitate the issuance and administration of the Notes; provided, however, that (Ai) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (Bii) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (xiixiii) to evidence and provide for the issuance acceptance of Additional Notes in accordance with appointment by a successor Trustee, provided that the successor Trustee is otherwise qualified and eligible to act as such under the terms of this Indenture; (xiii) to make, complete or confirm any grant of Collateral permitted or required by this Indenture, any of the Notes Security Documents or the Intercreditor Agreements or any release of Collateral pursuant to the terms of this Indenture, any of the Notes Security Documents or the Intercreditor Agreements;; or (xiv) to secure additional extensions of credit and add additional secured creditors holding other First Lien Obligations so long as such First Lien Obligations are not prohibited by the provisions of this Indenture provide for or any other then-existing First Lien Debt Documents; (xv) to add additional assets as Collateral; or (xvi) to add provisions to this Indenture and a new form of Note to permit confirm the issuance by the Issuer or a Subsidiary thereof of escrow notes under this Indenture, which may have different terms than other Notes issued under this Indenture so long as the proceeds of such notes remain in escrow (including, but not limited to, separate collateral, different or no guarantees and special mandatory redemption provisions). (b) The Holders will be deemed to have consented for purposes of this Indenture, the Notes Security Documents and the Equal Priority Intercreditor Agreement (and, if applicable, a Junior Lien Intercreditor Agreement) to any of the following amendments and other modifications to this Indenture, the Notes Security Documents or the Equal Priority Intercreditor Agreement (or, if applicable, a Junior Lien Intercreditor Agreement) and the entry into a Junior Lien Intercreditor Agreement: (i) to effect any amendment or supplement to the Equal Priority Intercreditor Agreement or any other Intercreditor Agreement that is for the purpose of adding the holders of First Lien Obligations or Indebtedness secured on a junior basis to the Initial Notes or any other Indebtedness that is permitted under Section 4.09 and is Secured Indebtedness (or a representative with respect thereto) as parties thereto, as expressly contemplated by the terms of such Intercreditor Agreement, as applicable (it being understood that any such amendment, modification or supplement may make such other changes to the Equal Priority Intercreditor Agreement or any other applicable Intercreditor Agreement as, in the good faith determination of the Bank Collateral Agent, are required to effectuate the foregoing and provided that such other changes are not adverse, in any material respect, to the interests of the Holders); (ii) to enter into any Junior Lien Intercreditor Agreement or any Equal Priority Intercreditor Agreement or to any restatement or replacement thereof or to effect the Equal Priority Intercreditor Amendments or other Intercreditor Amendments; or (iii) that is expressly contemplated by any Intercreditor Agreement or this IndentureAdditional Notes. (c) The Notes Collateral Agent is hereby authorized and directed to enter into the Equal Priority Intercreditor Agreement and any other Intercreditor Agreement to the extent contemplated by the terms of this Indenture without the consent of any Holder, and by accepting a Note, each Holder will be deemed to have acknowledged that such Intercreditor Agreement is binding upon them. By accepting a Note, each Holder will be deemed to have (a) agreed that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreements, (b) authorized and instructed the Notes Collateral Agent to enter into the Equal Priority Intercreditor Agreement and to subject the Liens on the Collateral to the provisions thereof and (c) without any further consent of such Holder, authorized and instructed the Notes Collateral Agent to execute and deliver on behalf of itself, the Trustee and the Holders the Equal Priority Intercreditor Agreement, any other intercreditor agreement or any amendment (or amendment and restatement) to the Notes Security Documents or an Intercreditor Agreement contemplated by this Indenture. In connection with any such amendment of the Equal Priority Intercreditor Agreement or any other Intercreditor Agreements, the Issuer shall provide an Officer’s Certificate to the Notes Collateral Agent stating that such amendment complies with and/or is permitted by this Indenture, on which the Notes Collateral Agent shall be entitled to conclusively rely without any investigation. In addition, by accepting a Note, each Holder will be deemed to have authorized and directed the Notes Collateral Agent to enter into (i) any amendments to the Equal Priority Intercreditor Agreement and any other Intercreditor Agreements, and (ii) any other intercreditor arrangements, in the case of clauses (i), and (ii) to the extent required to give effect to the establishment of intercreditor rights and privileges as contemplated and required or permitted by the Indenture (the “Other Intercreditor Amendments”). (d) Upon the request of the Issuer accompanied by a resolution of the Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof (to the extent requested by the Trustee), the Trustee shall join with the Issuer and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall have the right, but not be obligated to, enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, neither an Opinion of Counsel nor an Officer’s Certificate shall be required in connection with the addition of a Guarantor under this Indenture upon execution and delivery by such Guarantor and the Trustee of a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, provided that the execution thereof shall be deemed a representation by such Guarantor(s) that all conditions precedent and covenants, if any, relating to the execution of such supplemental indenture have been satisfied, provided that the execution thereof shall be deemed a representation by such Guarantor(s) that all conditions precedent and covenants, if any, relating to the execution of such supplemental indenture have been satisfied and the supplemental indenture is enforceable in accordance with its terms subject to (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and similar laws affecting the rights and remedies of creditors generally and (ii) general principles of equity.

Without Consent of Holders. (a) Notwithstanding Section 9.02 hereofThe Company, the Issuer, any Guarantor (with respect to a Guarantee or this Indenture to which it is a party) the Subsidiary Guarantors and the Trustee Trustees may amend enter into supplemental indentures that amend, waive or supplement the terms of this Indenture, any Guarantee, the Notes, the Notes Security Document Company Guarantee or the Intercreditor Agreements (including in each case, if applicable, the form of agreements attached thereto as exhibits) Subsidiary Guarantees without the notice to or consent of any HolderHolder for the following specific purposes: (i) to cure evidence the assumption by a successor Person of the obligations of the Company, the Issuer or any ambiguitySubsidiary Guarantor under this Indenture, omissionthe Notes, mistake, defect or inconsistencythe Company Guarantee and the Subsidiary Guarantees; (ii) to provide for uncertificated add guarantees with respect to the Notes in addition to or in place of certificated Notesrelease a Subsidiary Guarantor from its obligations under its Subsidiary Guarantee or this Indenture as permitted by this Indenture; (iii) to comply convey, transfer, assign, mortgage or pledge any property to or with Section 5.01 hereofthe Trustees for the benefit of the Holders; (iv) to provide surrender any right or power this Indenture may confer on the assumption of Company or the Issuer’s or any Guarantor’s obligations to the Holders; (v) to make any change that would provide any additional rights or benefits add to the covenants made in this Indenture for the benefit of the Holders or that does not materially adversely affect of all Notes (as determined in good faith by the Issuer) the legal rights under this Indenture of any such Holder); (vi) to add covenants for make any change that does not adversely affect the benefit rights of any Holder in any material respect (as determined in good faith by the Holders or to surrender any right or power conferred upon the Issuer or any GuarantorIssuer); (vii) to comply with requirements add any additional Events of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act, if applicable (it being agreed that this Indenture need not qualify under the Trust Indenture Act)Default; (viii) to secure the Notes, the Company Guarantee or any Subsidiary Guarantee; (ix) to evidence and provide for the acceptance and of appointment under this Indenture of a by additional or successor Trustee hereunder pursuant Trustees with respect to the requirements hereofNotes; (ixx) to add a Guarantor cure any ambiguity, defect or co-obligor under this Indenture or to release a Guarantor inconsistency in accordance with the terms of this Indenture; (xxi) to conform the text of this Indenture, Guarantees, the Notes, the Notes Security Documents and Company Guarantee or the Intercreditor Agreements Subsidiary Guarantees to any provision of contained under the heading “Description of Notes” section of in the Offering Memorandum to the extent that such provision in such contained under the heading “Description of Notes” section in the Offering Memorandum was intended to be a verbatim recitation of a provision of this Indenture, Guarantee, the Notes, the Notes Security Documents and Company Guarantee or the Intercreditor Agreements Subsidiary Guarantees (as provided to determined in good faith by the Trustee in an Officer’s Certificate; (xi) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, to facilitate the issuance and administration of the Notes; provided, (A) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (B) such amendment does not materially and adversely affect the rights of Holders to transfer NotesIssuer); (xii) to provide for the issuance of Additional Notes in accordance with the terms limitations set forth in this Indenture as of this Indenturethe Issue Date; (xiii) if permitted by applicable law, to make, complete or confirm any grant of Collateral permitted or required by this Indenture, any combine the responsibilities and obligations of the U.S. Trustee and the Canadian Trustee into a single trustee for all purposes of this Indenture and the Notes Security Documents or to remove the Intercreditor Agreements or any release of Collateral pursuant Canadian Trustee, subject to the terms of this Indenture, any assumption of the Notes Security Documents or Canadian Trustee’s obligations under this Indenture by the Intercreditor AgreementsU.S. Trustee; (xiv) to secure additional extensions of credit and add additional secured creditors holding other First Lien Obligations so long as such First Lien Obligations are not prohibited by make any amendment to the provisions of this Indenture relating to the transfer, legending and delegending of Notes as permitted by this Indenture, including, without limitation, to facilitate the issuance, administration and book-entry transfer of the Notes; provided, however, that (i) compliance with this Indenture as so amended would not result in the Notes being transferred in violation of the Securities Act or any other then-existing First Lien Debt Documents;applicable securities law, including Canadian Securities Laws, and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer the Notes (except as may be required to comply with securities laws); or (xv) to add additional assets as Collateral; or (xvi) to add supplement any provisions to of this Indenture necessary to defease and a new form discharge the Notes or this Indenture (in accordance with Article 8 herein); provided that such action does not adversely affect the interests of Note to permit the issuance Holders of any Notes in any material respect (as determined in good faith by the Issuer or a Subsidiary thereof of escrow notes under this Indenture, which may have different terms than other Notes issued under this Indenture so long as the proceeds of such notes remain in escrow (including, but not limited to, separate collateral, different or no guarantees and special mandatory redemption provisionsIssuer). (b) The Holders will be deemed to have consented for purposes of After an amendment under this Indenture, the Notes Security Documents and the Equal Priority Intercreditor Agreement (and, if applicable, a Junior Lien Intercreditor Agreement) to any of the following amendments and other modifications to this Indenture, the Notes Security Documents or the Equal Priority Intercreditor Agreement (or, if applicable, a Junior Lien Intercreditor Agreement) and the entry into a Junior Lien Intercreditor Agreement: (i) to effect any amendment or supplement to the Equal Priority Intercreditor Agreement or any other Intercreditor Agreement that is for the purpose of adding the holders of First Lien Obligations or Indebtedness secured on a junior basis to the Notes or any other Indebtedness that is permitted under Section 4.09 and is Secured Indebtedness (or a representative with respect thereto) as parties thereto, as expressly contemplated by the terms of such Intercreditor Agreement, as applicable (it being understood that any such amendment, modification or supplement may make such other changes to the Equal Priority Intercreditor Agreement or any other applicable Intercreditor Agreement as, in the good faith determination of the Bank Collateral Agent, are required to effectuate the foregoing and provided that such other changes are not adverse, in any material respect, to the interests of the Holders); (ii) to enter into any Junior Lien Intercreditor Agreement or any Equal Priority Intercreditor Agreement or to any restatement or replacement thereof or to effect the Equal Priority Intercreditor Amendments or other Intercreditor Amendments; or (iii) that is expressly contemplated by any Intercreditor Agreement or this Indenture. (c) The Notes Collateral Agent is hereby authorized and directed to enter into the Equal Priority Intercreditor Agreement and any other Intercreditor Agreement to the extent contemplated by the terms of this Indenture without the consent of any Holder, and by accepting a Note, each Holder will be deemed to have acknowledged that such Intercreditor Agreement is binding upon them. By accepting a Note, each Holder will be deemed to have (a) agreed that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreements, (b) authorized and instructed the Notes Collateral Agent to enter into the Equal Priority Intercreditor Agreement and to subject the Liens on the Collateral to the provisions thereof and (c) without any further consent of such Holder, authorized and instructed the Notes Collateral Agent to execute and deliver on behalf of itself, the Trustee and the Holders the Equal Priority Intercreditor Agreement, any other intercreditor agreement or any amendment (or amendment and restatement) to the Notes Security Documents or an Intercreditor Agreement contemplated by this Indenture. In connection with any such amendment of the Equal Priority Intercreditor Agreement or any other Intercreditor Agreements9.1 becomes effective, the Issuer shall provide an Officer’s Certificate mail to the Notes Collateral Agent stating that Holders a notice briefly describing such amendment complies with and/or is permitted by this Indenture, on which the Notes Collateral Agent shall be entitled to conclusively rely without any investigationamendment. In addition, by accepting a Note, each Holder will be deemed to have authorized and directed the Notes Collateral Agent to enter into (i) any amendments to the Equal Priority Intercreditor Agreement and any other Intercreditor Agreements, and (ii) any other intercreditor arrangements, in the case of clauses (i), and (ii) to the extent required The failure to give effect such notice to all Holders, or any defect therein, shall not impair or affect the establishment validity of intercreditor rights and privileges as contemplated and required or permitted by the Indenture (the “Other Intercreditor Amendments”). (d) Upon the request of the Issuer accompanied by a resolution of the Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof (to the extent requested by the Trustee), the Trustee shall join with the Issuer and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall have the right, but not be obligated to, enter into such amended or supplemental indenture that affects its own rights, duties or immunities an amendment under this Indenture or otherwise. Notwithstanding the foregoing, neither an Opinion of Counsel nor an Officer’s Certificate shall be required in connection with the addition of a Guarantor under this Indenture upon execution and delivery by such Guarantor and the Trustee of a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, provided that the execution thereof shall be deemed a representation by such Guarantor(s) that all conditions precedent and covenants, if any, relating to the execution of such supplemental indenture have been satisfied, provided that the execution thereof shall be deemed a representation by such Guarantor(s) that all conditions precedent and covenants, if any, relating to the execution of such supplemental indenture have been satisfied and the supplemental indenture is enforceable in accordance with its terms subject to (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and similar laws affecting the rights and remedies of creditors generally and (ii) general principles of equitySection.

Without Consent of Holders. (a) Notwithstanding Section 9.02 hereofThe Company, the Issuer, any each Subsidiary Guarantor (with respect to a Guarantee or this Indenture to which it is a party) and the Trustee may modify, amend or supplement this Indenture, any Guarantee, the Notes, Indenture or the Notes Security Document without notice to or the Intercreditor Agreements (including in each case, if applicable, the form of agreements attached thereto as exhibits) without the consent of any Holder: (i1) to cure any ambiguity, omission, mistake, defect or inconsistency; (ii2) to provide for uncertificated Notes in addition to or in place of certificated Notes; (iii) to comply with Section 5.01 hereof; (iv3) to provide for the assumption of the IssuerCompany’s or any Subsidiary Guarantor’s obligations Obligations to the HoldersHolders in the case of a merger or consolidation or sale of all or substantially all of the Company’s or such Subsidiary Guarantor’s assets; (v4) to make any change that would provide any additional rights or benefits to the Holders or that does not materially adversely affect (as determined in good faith by the Issuer) any material respect the legal rights under this Indenture of any such Holder; (vi) to add covenants for the benefit of the Holders or to surrender any right or power conferred upon the Issuer or any Guarantor; (vii5) to comply with requirements of the SEC Commission in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act, if applicable (it being agreed that this Indenture need not qualify under the Trust Indenture Act)TIA; (viii) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee hereunder pursuant to the requirements hereof; (ix) to add a Guarantor or co-obligor under this Indenture or to release a Guarantor in accordance with the terms of this Indenture; (x6) to conform the text of this Indenture, Guarantees, the Notes, Indenture or the Notes Security Documents and the Intercreditor Agreements to any provision of the section “Description of Notes” section of in the Offering Memorandum to the extent that such provision in such “Description of Notes” section was intended to be a verbatim recitation of a provision of this Indenture, Guarantee, Indenture or the Notes, the Notes Security Documents and the Intercreditor Agreements as provided to the Trustee in an Officer’s Certificate; (xi) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, to facilitate the issuance and administration of the Notes; provided, (A) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (B) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (xii7) to provide for the issuance of Additional Notes in accordance comply with the terms of this Indenture; (xiii) to make, complete or confirm any grant of Collateral permitted or required by this Indenture, any of the Notes Security Documents or the Intercreditor Agreements or any release of Collateral pursuant to the terms of this Indenture, any of the Notes Security Documents or the Intercreditor Agreements; (xiv) to secure additional extensions of credit and add additional secured creditors holding other First Lien Obligations so long as such First Lien Obligations are not prohibited by the provisions of this Indenture or any other then-existing First Lien Debt Documents; (xv) to add additional assets as Collateraldescribed under Section 4.19 hereof; or (xvi) 8) to add provisions to this Indenture evidence and a new form of Note to permit the issuance by the Issuer or a Subsidiary thereof of escrow notes under this Indenture, which may have different terms than other Notes issued under this Indenture so long as the proceeds of such notes remain in escrow (including, but not limited to, separate collateral, different or no guarantees and special mandatory redemption provisions). (b) The Holders will be deemed to have consented for purposes of this Indenture, the Notes Security Documents and the Equal Priority Intercreditor Agreement (and, if applicable, a Junior Lien Intercreditor Agreement) to any of the following amendments and other modifications to this Indenture, the Notes Security Documents or the Equal Priority Intercreditor Agreement (or, if applicable, a Junior Lien Intercreditor Agreement) and the entry into a Junior Lien Intercreditor Agreement: (i) to effect any amendment or supplement to the Equal Priority Intercreditor Agreement or any other Intercreditor Agreement that is provide for the purpose acceptance of adding the holders of First Lien Obligations or Indebtedness secured on appointment by a junior basis to the Notes or any other Indebtedness that is permitted under Section 4.09 and is Secured Indebtedness (or a representative with respect thereto) as parties thereto, as expressly contemplated by the terms of such Intercreditor Agreement, as applicable (it being understood that any such amendment, modification or supplement may make such other changes to the Equal Priority Intercreditor Agreement or any other applicable Intercreditor Agreement as, in the good faith determination of the Bank Collateral Agent, are required to effectuate the foregoing and provided that such other changes are not adverse, in any material respect, to the interests of the Holders); (ii) to enter into any Junior Lien Intercreditor Agreement or any Equal Priority Intercreditor Agreement or to any restatement or replacement thereof or to effect the Equal Priority Intercreditor Amendments or other Intercreditor Amendments; or (iii) that is expressly contemplated by any Intercreditor Agreement or this Indenture. (c) The Notes Collateral Agent is hereby authorized and directed to enter into the Equal Priority Intercreditor Agreement and any other Intercreditor Agreement to the extent contemplated by the terms of this Indenture without the consent of any Holder, and by accepting a Note, each Holder will be deemed to have acknowledged that such Intercreditor Agreement is binding upon themsuccessor Trustee. By accepting a Note, each Holder will be deemed to have (a) agreed that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreements, (b) authorized and instructed the Notes Collateral Agent to enter into the Equal Priority Intercreditor Agreement and to subject the Liens on the Collateral to the provisions thereof and (c) without any further consent of such Holder, authorized and instructed the Notes Collateral Agent to execute and deliver on behalf of itself, the Trustee and the Holders the Equal Priority Intercreditor Agreement, any other intercreditor agreement or any amendment (or amendment and restatement) to the Notes Security Documents or an Intercreditor Agreement contemplated by this Indenture. In connection with any such amendment of the Equal Priority Intercreditor Agreement or any other Intercreditor Agreements, the Issuer shall provide an Officer’s Certificate to the Notes Collateral Agent stating that such amendment complies with and/or is permitted by this Indenture, on which the Notes Collateral Agent shall be entitled to conclusively rely without any investigation. In addition, by accepting a Note, each Holder will be deemed to have authorized and directed the Notes Collateral Agent to enter into (i) any amendments to the Equal Priority Intercreditor Agreement and any other Intercreditor Agreements, and (ii) any other intercreditor arrangements, in the case of clauses (i), and (ii) to the extent required to give effect to the establishment of intercreditor rights and privileges as contemplated and required or permitted by the Indenture (the “Other Intercreditor Amendments”). (d) Upon the request of the Issuer Company and the Subsidiary Guarantor, accompanied by a resolution Board Resolution of the Board of Directors Company and each Subsidiary Guarantor authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof (to the extent requested by the Trustee)9.06, the Trustee may, but shall not be obligated to, join with the Issuer Company and the Guarantors each Subsidiary Guarantor in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall have the right, but not be obligated to, enter into such amended . After an amendment or supplemental indenture that affects its own rights, duties or immunities waiver under this Indenture or otherwise. Notwithstanding the foregoing, neither an Opinion of Counsel nor an Officer’s Certificate shall be required in connection with the addition of a Guarantor under this Indenture upon execution and delivery by such Guarantor and the Trustee of a supplemental indenture to this IndentureSection becomes effective, the form of which is attached as Exhibit D hereto, provided that the execution thereof Company shall be deemed a representation by such Guarantor(s) that all conditions precedent and covenants, if any, relating mail to the execution Holders of each Note affected thereby a notice briefly describing the amendment or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture have been satisfied, provided that the execution thereof shall be deemed a representation by such Guarantor(s) that all conditions precedent and covenants, if any, relating to the execution of such supplemental indenture have been satisfied and the supplemental indenture is enforceable in accordance with its terms subject to (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and similar laws affecting the rights and remedies of creditors generally and (ii) general principles of equityindenture.

Without Consent of Holders. (a) Notwithstanding Section 9.02 hereofThe Company, the Issuer, any Guarantor (with respect to a Guarantee or this Indenture to which it is a party) Subsidiary Guarantors and the Trustee may amend or supplement this Indenture, any Guarantee, the Notes, the Notes Security Document or the Intercreditor Agreements (including in each case, if applicable, the form of agreements attached thereto as exhibits) Subsidiary Guarantees without the notice to or consent of any Holder: (i) to cure evidence the assumption by a successor Person of the obligations of the Company or any ambiguitySubsidiary Guarantor under this Indenture, omissionthe Notes or a Subsidiary Guarantee, mistakeas applicable, defect or inconsistencyin compliance with Article 5; (ii) to provide for uncertificated add guarantees with respect to the Notes or release a Subsidiary Guarantor from its obligations under its Subsidiary Guarantee or this Indenture in addition to or in place accordance with the applicable provisions of certificated Notesthis Indenture; (iii) to comply convey, transfer, assign, mortgage or pledge any property to or with Section 5.01 hereofthe Trustee; (iv) to provide surrender any right or power this Indenture may confer on the assumption of the Issuer’s or any Guarantor’s obligations to the HoldersCompany; (v) to make any change that would provide any additional rights or benefits add to the Holders or that does not materially adversely affect (as determined covenants made in good faith by the Issuer) the legal rights under this Indenture for the benefit of any such Holderthe Holders of all Notes; (vi) to add covenants for make any change that does not adversely affect the benefit rights of the Holders or to surrender any right or power conferred upon the Issuer or any Guarantor;Holder of Notes; or (vii) to comply with requirements add any additional Events of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act, if applicable (it being agreed that this Indenture need not qualify under the Trust Indenture Act)Default; (viii) to secure the Notes or any Subsidiary Guarantee; (ix) to evidence and provide for the acceptance and of appointment under this Indenture of a by an additional or successor Trustee hereunder pursuant with respect to the requirements hereof; (ix) to add a Guarantor or co-obligor under this Indenture or to release a Guarantor in accordance with the terms of this IndentureNotes; (x) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture as the Company may deem necessary and desirable; provided that such action shall not adversely affect the rights of the Holders of the Notes in any material respect; (xi) to conform the text of this Indenture, Guarantees, the Notes, the Notes Security Documents and or the Intercreditor Agreements Subsidiary Guarantees to any provision of contained under the heading “Description of Notesnotes” section of in the Offering Memorandum to the extent that such provision in such contained under the heading “Description of Notesnotes” section in the Offering Memorandum was intended to be a verbatim recitation of a provision of this Indenture, Guarantee, the Notes, the Notes Security Documents and or the Intercreditor Agreements as provided to the Trustee in an Officer’s Certificate; (xi) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, to facilitate the issuance and administration of the Notes; provided, (A) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (B) such amendment does not materially and adversely affect the rights of Holders to transfer NotesSubsidiary Guarantees; (xii) to obtain or maintain the qualification of this Indenture under the Trust Indenture Act or other applicable law; or (xiii) to provide for the issuance of Additional Notes Notes, in accordance with the terms of this Indenture; (xiii) to make, complete or confirm any grant of Collateral permitted or required by this Indenture, any of the Notes Security Documents or the Intercreditor Agreements or any release of Collateral pursuant to the terms of this Indenture, any of the Notes Security Documents or the Intercreditor Agreements; (xiv) to secure additional extensions of credit and add additional secured creditors holding other First Lien Obligations so long as such First Lien Obligations are not prohibited by the provisions of this Indenture or any other then-existing First Lien Debt Documents; (xv) to add additional assets as Collateral; or (xvi) to add provisions to this Indenture and a new form of Note to permit the issuance by the Issuer or a Subsidiary thereof of escrow notes under this Indenture, which may have different terms than other Notes issued under this Indenture so long as the proceeds of such notes remain in escrow (including, but not limited to, separate collateral, different or no guarantees and special mandatory redemption provisions). (b) The Holders will be deemed to have consented for purposes of After an amendment under this IndentureSection 9.1 becomes effective, the Notes Security Documents and the Equal Priority Intercreditor Agreement (andCompany shall send to Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, if applicable, a Junior Lien Intercreditor Agreement) to any of the following amendments and other modifications to this Indenture, the Notes Security Documents or the Equal Priority Intercreditor Agreement (or, if applicable, a Junior Lien Intercreditor Agreement) and the entry into a Junior Lien Intercreditor Agreement: (i) to effect any amendment or supplement to the Equal Priority Intercreditor Agreement or any other Intercreditor Agreement that is for defect therein, shall not impair or affect the purpose validity of adding the holders of First Lien Obligations or Indebtedness secured on a junior basis to the Notes or any other Indebtedness that is permitted under Section 4.09 and is Secured Indebtedness (or a representative with respect thereto) as parties thereto, as expressly contemplated by the terms of such Intercreditor Agreement, as applicable (it being understood that any such amendment, modification or supplement may make such other changes to the Equal Priority Intercreditor Agreement or any other applicable Intercreditor Agreement as, in the good faith determination of the Bank Collateral Agent, are required to effectuate the foregoing and provided that such other changes are not adverse, in any material respect, to the interests of the Holders); (ii) to enter into any Junior Lien Intercreditor Agreement or any Equal Priority Intercreditor Agreement or to any restatement or replacement thereof or to effect the Equal Priority Intercreditor Amendments or other Intercreditor Amendments; or (iii) that is expressly contemplated by any Intercreditor Agreement or this Indenture. (c) The Notes Collateral Agent is hereby authorized and directed to enter into the Equal Priority Intercreditor Agreement and any other Intercreditor Agreement to the extent contemplated by the terms of this Indenture without the consent of any Holder, and by accepting a Note, each Holder will be deemed to have acknowledged that such Intercreditor Agreement is binding upon them. By accepting a Note, each Holder will be deemed to have (a) agreed that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreements, (b) authorized and instructed the Notes Collateral Agent to enter into the Equal Priority Intercreditor Agreement and to subject the Liens on the Collateral to the provisions thereof and (c) without any further consent of such Holder, authorized and instructed the Notes Collateral Agent to execute and deliver on behalf of itself, the Trustee and the Holders the Equal Priority Intercreditor Agreement, any other intercreditor agreement or any an amendment (or amendment and restatement) to the Notes Security Documents or an Intercreditor Agreement contemplated by this Indenture. In connection with any such amendment of the Equal Priority Intercreditor Agreement or any other Intercreditor Agreements, the Issuer shall provide an Officer’s Certificate to the Notes Collateral Agent stating that such amendment complies with and/or is permitted by this Indenture, on which the Notes Collateral Agent shall be entitled to conclusively rely without any investigation. In addition, by accepting a Note, each Holder will be deemed to have authorized and directed the Notes Collateral Agent to enter into (i) any amendments to the Equal Priority Intercreditor Agreement and any other Intercreditor Agreements, and (ii) any other intercreditor arrangements, in the case of clauses (i), and (ii) to the extent required to give effect to the establishment of intercreditor rights and privileges as contemplated and required or permitted by the Indenture (the “Other Intercreditor Amendments”). (d) Upon the request of the Issuer accompanied by a resolution of the Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof (to the extent requested by the Trustee), the Trustee shall join with the Issuer and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall have the right, but not be obligated to, enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, neither an Opinion of Counsel nor an Officer’s Certificate shall be required in connection with the addition of a Guarantor under this Indenture upon execution and delivery by such Guarantor and the Trustee of a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, provided that the execution thereof shall be deemed a representation by such Guarantor(s) that all conditions precedent and covenants, if any, relating to the execution of such supplemental indenture have been satisfied, provided that the execution thereof shall be deemed a representation by such Guarantor(s) that all conditions precedent and covenants, if any, relating to the execution of such supplemental indenture have been satisfied and the supplemental indenture is enforceable in accordance with its terms subject to (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and similar laws affecting the rights and remedies of creditors generally and (ii) general principles of equitySection.

Without Consent of Holders. (a) Notwithstanding Section 9.02 hereof, the Issuer, any Guarantor (with respect to a Guarantee or this Indenture to which it is a party) The Issuer and the Trustee may amend amend, waive or supplement this Indenture, any Guarantee, the Notes, Note Guarantees or the Notes Security Document without prior notice to or the Intercreditor Agreements (including in each case, if applicable, the form of agreements attached thereto as exhibits) without the consent of any Holder: (i1) to cure any ambiguity, omission, mistake, defect provide for the assumption of the Issuer’s or inconsistencya Guarantor’s obligations to the Holders in accordance with Section 5.01; (ii2) to provide for uncertificated Notes in addition to or in place of certificated Notes (provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code); (3) to cure any ambiguity, defect or inconsistency; (4) to add any guarantees with respect to the Notes, including the Note Guarantees; (5) to release any Guarantor from any of its obligations under its Note Guarantee or this Indenture (to the extent permitted by this Indenture); (6) to comply with any requirement of the SEC in connection with any required qualification of this Indenture under the TIA; (7) to secure the Notes; (iii) 8) to comply provide for the issuance of Additional Notes in accordance with Section 5.01 hereofthe provisions set forth in this Indenture; (iv) to provide the assumption of the Issuer’s or any Guarantor’s obligations to the Holders; (v) to make any change that would provide any additional rights or benefits to the Holders or that does not materially adversely affect (as determined in good faith by the Issuer) the legal rights under this Indenture of any such Holder; (vi9) to add to the covenants of the Issuer or a Subsidiary for the benefit of the Holders of the Notes or to surrender any right or power conferred upon the Issuer or any Guarantora Subsidiary; (vii) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act, if applicable (it being agreed that this Indenture need not qualify under the Trust Indenture Act); (viii10) to evidence and provide for the acceptance of appointment by a successor trustee with respect to the Notes and appointment under to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of a successor Trustee hereunder pursuant to the requirements hereoftrusts thereunder by more than one trustee; (ix) to add a Guarantor or co-obligor under this Indenture or to release a Guarantor in accordance with the terms of this Indenture; (x11) to conform the text of this Indenture, Guarantees, the Notes, the Notes Security Documents and or the Intercreditor Agreements Note Guarantees to any provision of the “Description of Notesnotes” section of the Offering Memorandum to the extent that such provision in such the “Description of Notesnotes” section of the Offering Memorandum was intended to be a verbatim recitation of a provision of this Indenture, Guarantee, the Notes, the Notes Security Documents and or the Intercreditor Agreements as provided to the Trustee in an Officer’s Certificate;Note Guarantees; or (xi12) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, to facilitate the issuance and administration of the Notes; provided, (A) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (B) such amendment change that does not materially and adversely affect the rights of Holders to transfer Notes; (xii) to provide for the issuance of Additional Notes in accordance with the terms of this Indenture; (xiii) to make, complete or confirm any grant of Collateral permitted or required by this Indenture, any of the Notes Security Documents or the Intercreditor Agreements or any release of Collateral pursuant to the terms of this Indenture, any of the Notes Security Documents or the Intercreditor Agreements; (xiv) to secure additional extensions of credit and add additional secured creditors holding other First Lien Obligations so long as such First Lien Obligations are not prohibited by the provisions of this Indenture or any other then-existing First Lien Debt Documents; (xv) to add additional assets as Collateral; or (xvi) to add provisions to this Indenture and a new form of Note to permit the issuance by the Issuer or a Subsidiary thereof of escrow notes under this Indenture, which may have different terms than other Notes issued under this Indenture so long as the proceeds of such notes remain in escrow (including, but not limited to, separate collateral, different or no guarantees and special mandatory redemption provisions). (b) Holder hereunder. The Holders will be deemed to have consented for purposes of this Indenture, the Notes Security Documents and the Equal Priority Intercreditor Agreement (and, if applicable, a Junior Lien Intercreditor Agreement) to any of the following amendments and other modifications to this Indenture, the Notes Security Documents or the Equal Priority Intercreditor Agreement (or, if applicable, a Junior Lien Intercreditor Agreement) and the entry into a Junior Lien Intercreditor Agreement: (i) to effect any amendment or supplement to the Equal Priority Intercreditor Agreement or any other Intercreditor Agreement that is for the purpose of adding the holders of First Lien Obligations or Indebtedness secured on a junior basis to the Notes or any other Indebtedness that is permitted under Section 4.09 and is Secured Indebtedness (or a representative with respect thereto) as parties thereto, as expressly contemplated by the terms of such Intercreditor Agreement, as applicable (it being understood that any such amendment, modification or supplement may make such other changes to the Equal Priority Intercreditor Agreement or any other applicable Intercreditor Agreement as, in the good faith determination of the Bank Collateral Agent, are required to effectuate the foregoing and provided that such other changes are not adverse, in any material respect, to the interests of the Holders); (ii) to enter into any Junior Lien Intercreditor Agreement or any Equal Priority Intercreditor Agreement or to any restatement or replacement thereof or to effect the Equal Priority Intercreditor Amendments or other Intercreditor Amendments; or (iii) that is expressly contemplated by any Intercreditor Agreement or this Indenture. (c) The Notes Collateral Agent Trustee is hereby authorized and directed to enter into the Equal Priority Intercreditor Agreement and any other Intercreditor Agreement to the extent contemplated by the terms of this Indenture without the consent of any Holder, and by accepting a Note, each Holder will be deemed to have acknowledged that such Intercreditor Agreement is binding upon them. By accepting a Note, each Holder will be deemed to have (a) agreed that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreements, (b) authorized and instructed the Notes Collateral Agent to enter into the Equal Priority Intercreditor Agreement and to subject the Liens on the Collateral to the provisions thereof and (c) without any further consent of such Holder, authorized and instructed the Notes Collateral Agent to execute and deliver on behalf of itself, the Trustee and the Holders the Equal Priority Intercreditor Agreement, any other intercreditor agreement or any amendment (or amendment and restatement) to the Notes Security Documents or an Intercreditor Agreement contemplated by this Indenture. In connection with any such amendment of the Equal Priority Intercreditor Agreement or any other Intercreditor Agreements, the Issuer shall provide an Officer’s Certificate to the Notes Collateral Agent stating that such amendment complies with and/or is permitted by this Indenture, on which the Notes Collateral Agent shall be entitled to conclusively rely without any investigation. In addition, by accepting a Note, each Holder will be deemed to have authorized and directed the Notes Collateral Agent to enter into (i) any amendments to the Equal Priority Intercreditor Agreement and any other Intercreditor Agreements, and (ii) any other intercreditor arrangements, in the case of clauses (i), and (ii) to the extent required to give effect to the establishment of intercreditor rights and privileges as contemplated and required or permitted by the Indenture (the “Other Intercreditor Amendments”). (d) Upon the request of the Issuer accompanied by a resolution of the Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof (to the extent requested by the Trustee), the Trustee shall join with the Issuer and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that which may be therein contained, but the Trustee shall have the right, but not be obligated to, to enter into any such amended or supplemental indenture that which adversely affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, neither an Opinion of Counsel nor an Officer’s Certificate shall be required in connection with the addition of a Guarantor under this Indenture upon execution and delivery by such Guarantor and the Trustee of a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, provided that the execution thereof shall be deemed a representation by such Guarantor(s) that all conditions precedent and covenants, if any, relating to the execution of such supplemental indenture have been satisfied, provided that the execution thereof shall be deemed a representation by such Guarantor(s) that all conditions precedent and covenants, if any, relating to the execution of such supplemental indenture have been satisfied and the supplemental indenture is enforceable in accordance with its terms subject to (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and similar laws affecting the rights and remedies of creditors generally and (ii) general principles of equity.

Without Consent of Holders. (a) Notwithstanding Section 9.02 hereofThe Company, the Issuer, any Guarantor (with respect to a Guarantee or this Indenture to which it is a party) Subsidiary Guarantors and the Trustee may amend or supplement this Indenture, any Guarantee, the Notes, the Notes Security Document Indenture or the Intercreditor Agreements (including in each case, if applicable, the form of agreements attached thereto as exhibits) Securities without the notice to or consent of any Holder: (i) to cure any ambiguity, omission, mistake, defect or inconsistency; (ii) to provide for the assumption by a successor corporation of the obligations of the Company or any Subsidiary Guarantor under this Indenture, the Securities or a Subsidiary Guarantee, as applicable, in compliance with Section 5.01; (iii) to provide for uncertificated Notes Securities in addition to or in place of certificated Notes; Securities (iiiprovided that the uncertificated Securities are issued in registered form for purposes of Section 163(f) to comply with Section 5.01 hereofof the Code); (iv) to provide the assumption of the Issuer’s or any Guarantor’s obligations add Guarantees with respect to the HoldersSecurities, including any Subsidiary Guarantee, or to secure the Securities; (v) to make any change that would provide any additional rights or benefits add to the Holders covenants of the Company or that does not materially adversely affect (as determined in good faith by the Issuer) the legal rights under this Indenture of any such Holder; (vi) to add covenants Subsidiary Guarantor for the benefit of the Holders or to surrender any right or power herein conferred upon the Issuer Company or any Subsidiary Guarantor; (vi) to make any change that would provide additional rights or benefits to the holders of Securities or does not adversely affect the rights of any Holder; (vii) to comply with requirements any requirement of the SEC in order to effect connection with qualifying, or maintain maintaining the qualification of of, this Indenture under the Trust Indenture Act, if applicable (it being agreed that this Indenture need not qualify under the Trust Indenture Act)TIA; (viii) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee hereunder pursuant to the requirements hereof; (ix) to add a Guarantor or co-obligor under this Indenture or to release a Guarantor in accordance with the terms of this Indenture; (x) to conform the text of this Indenture, Guarantees, the Notes, the Notes Security Documents and the Intercreditor Agreements Securities or any Subsidiary Guarantee to any provision of contained in the Offering Memorandum under the heading “Description of Notesthe notes” section of the Offering Memorandum to the extent that such provision in such the “Description of Notesthe notes” section was intended to be a verbatim recitation of a provision of this Indenture, the Securities or such Subsidiary Guarantee, the Notes, the Notes Security Documents and the Intercreditor Agreements as provided to the Trustee in an Officer’s Certificate; (xiix) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, to facilitate the issuance and administration of the NotesSecurities; provided, however, that (A) compliance with this Indenture as so amended would not result in Notes Securities being transferred in violation of the Securities Act or any other applicable securities law and (B) such amendment does not materially and adversely affect the rights of Holders to transfer NotesSecurities; (xiix) to evidence and provide for the acceptance and appointment of a successor trustee under this Indenture pursuant to the requirements thereof; or (xi) to provide for the issuance of the Exchange Securities or Additional Notes Securities, in accordance with the terms of this Indenture; (xiii) . After an amendment under this Section 9.01 becomes effective, the Company shall mail to makeHolders a notice briefly describing such amendment. The failure to give such notice to all Holders, complete or confirm any grant of Collateral permitted or required by this Indenture, any of the Notes Security Documents or the Intercreditor Agreements or any release defect therein, shall not impair or affect the validity of Collateral pursuant to the terms of this Indenture, any of the Notes Security Documents or the Intercreditor Agreements; (xiv) to secure additional extensions of credit and add additional secured creditors holding other First Lien Obligations so long as such First Lien Obligations are not prohibited by the provisions of this Indenture or any other then-existing First Lien Debt Documents; (xv) to add additional assets as Collateral; or (xvi) to add provisions to this Indenture and a new form of Note to permit the issuance by the Issuer or a Subsidiary thereof of escrow notes an amendment under this Indenture, which may have different terms than other Notes issued under this Indenture so long as the proceeds of such notes remain in escrow (including, but not limited to, separate collateral, different or no guarantees and special mandatory redemption provisions)Section 9.01. (b) The Holders will be deemed to have consented for purposes of this Indenture, the Notes Security Documents and the Equal Priority Intercreditor Agreement (and, if applicable, a Junior Lien Intercreditor Agreement) to any of the following amendments and other modifications to this Indenture, the Notes Security Documents or the Equal Priority Intercreditor Agreement (or, if applicable, a Junior Lien Intercreditor Agreement) and the entry into a Junior Lien Intercreditor Agreement: (i) to effect any amendment or supplement to the Equal Priority Intercreditor Agreement or any other Intercreditor Agreement that is for the purpose of adding the holders of First Lien Obligations or Indebtedness secured on a junior basis to the Notes or any other Indebtedness that is permitted under Section 4.09 and is Secured Indebtedness (or a representative with respect thereto) as parties thereto, as expressly contemplated by the terms of such Intercreditor Agreement, as applicable (it being understood that any such amendment, modification or supplement may make such other changes to the Equal Priority Intercreditor Agreement or any other applicable Intercreditor Agreement as, in the good faith determination of the Bank Collateral Agent, are required to effectuate the foregoing and provided that such other changes are not adverse, in any material respect, to the interests of the Holders); (ii) to enter into any Junior Lien Intercreditor Agreement or any Equal Priority Intercreditor Agreement or to any restatement or replacement thereof or to effect the Equal Priority Intercreditor Amendments or other Intercreditor Amendments; or (iii) that is expressly contemplated by any Intercreditor Agreement or this Indenture. (c) The Notes Collateral Agent is hereby authorized and directed to enter into the Equal Priority Intercreditor Agreement and any other Intercreditor Agreement to the extent contemplated by the terms of this Indenture without the consent of any Holder, and by accepting a Note, each Holder will be deemed to have acknowledged that such Intercreditor Agreement is binding upon them. By accepting a Note, each Holder will be deemed to have (a) agreed that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreements, (b) authorized and instructed the Notes Collateral Agent to enter into the Equal Priority Intercreditor Agreement and to subject the Liens on the Collateral to the provisions thereof and (c) without any further consent of such Holder, authorized and instructed the Notes Collateral Agent to execute and deliver on behalf of itself, the Trustee and the Holders the Equal Priority Intercreditor Agreement, any other intercreditor agreement or any amendment (or amendment and restatement) to the Notes Security Documents or an Intercreditor Agreement contemplated by this Indenture. In connection with any such amendment of the Equal Priority Intercreditor Agreement or any other Intercreditor Agreements, the Issuer shall provide an Officer’s Certificate to the Notes Collateral Agent stating that such amendment complies with and/or is permitted by this Indenture, on which the Notes Collateral Agent shall be entitled to conclusively rely without any investigation. In addition, by accepting a Note, each Holder will be deemed to have authorized and directed the Notes Collateral Agent to enter into (i) any amendments to the Equal Priority Intercreditor Agreement and any other Intercreditor Agreements, and (ii) any other intercreditor arrangements, in the case of clauses (i), and (ii) to the extent required to give effect to the establishment of intercreditor rights and privileges as contemplated and required or permitted by the Indenture (the “Other Intercreditor Amendments”). (d) Upon the request of the Issuer accompanied by a resolution of the Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof (to the extent requested by the Trustee), the Trustee shall join with the Issuer and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall have the right, but not be obligated to, enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, neither an Opinion of Counsel nor an Officer’s Certificate shall be required in connection with the addition of a Guarantor under this Indenture upon execution and delivery by such Guarantor and the Trustee of a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, provided that the execution thereof shall be deemed a representation by such Guarantor(s) that all conditions precedent and covenants, if any, relating to the execution of such supplemental indenture have been satisfied, provided that the execution thereof shall be deemed a representation by such Guarantor(s) that all conditions precedent and covenants, if any, relating to the execution of such supplemental indenture have been satisfied and the supplemental indenture is enforceable in accordance with its terms subject to (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and similar laws affecting the rights and remedies of creditors generally and (ii) general principles of equity.

Without Consent of Holders. (a) Notwithstanding Section 9.02 hereof, the Issuer, any Guarantor (with respect to a Guarantee or this Indenture to which it is a partyIndenture) and the Trustee may amend or supplement this Indenture, Indenture and any Guarantee, the Notes, Guarantee or the Notes Security Document or the Intercreditor Agreements (including in each case, if applicable, the form of agreements attached thereto as exhibits) without the consent of any Holder: (ia) to cure any ambiguity, omission, mistake, defect or inconsistency; (iib) to provide for uncertificated Notes in addition to or in place of certificated Notes; (iiic) to comply with Section 5.01 hereof; (ivd) to provide for the assumption of the Issuer’s or any Guarantor’s obligations to the Holders; (ve) to make any change that would provide any additional rights or benefits to the Holders or that does not materially adversely affect (as determined in good faith by the Issuer) the legal rights under this Indenture of any such Holder; (vif) to add covenants for the benefit of the Holders or to surrender any right or power conferred upon the Issuer or any Guarantor; (viig) to comply provide for the issuance of Additional Notes in accordance with requirements of the SEC in order to effect or maintain the qualification terms of this Indenture under the Trust Indenture Act, if applicable (it being agreed that this Indenture need not qualify under the Trust Indenture Act)Indenture; (viiih) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee or a successor paying agent hereunder pursuant to the requirements hereof; (ixi) to add an obligor or a Guarantor or co-obligor under this Indenture or to release a Guarantor in accordance with the terms of this Indenture; (xj) to conform the text of this Indenture, Guarantees, Indenture and the Notes, Guarantees or the Notes Security Documents and the Intercreditor Agreements to any provision pro vision of the “Description of Notes” section of the Offering Memorandum Circular to the extent that such provision in such “Description of Notes” section was intended to be a verbatim recitation of a provision of this Indenture, Guarantee, the Notes, the Guarantee or Notes Security Documents and the Intercreditor Agreements as provided to the Trustee set forth in an Officer’s Certificate; (xik) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation to facilitate the issuance and administration of the Notes; provided, (A) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (B) however, that such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (xiil) to provide for secure the issuance of Additional Notes in accordance with and/or the terms of this Indenturerelated Guarantees or to add collateral thereto; (xiiim) to make, complete or confirm release any grant of Collateral Guarantor from its Guarantee pursuant to this Indenture when permitted or required by this Indenture, ; or (n) to make any of other modifications to the Notes Security Documents or the Intercreditor Agreements this Indenture of a formal, minor or any release of Collateral pursuant technical nature or necessary to the terms of this Indenturecorrect a manifest error, any of the Notes Security Documents or the Intercreditor Agreements; (xiv) to secure additional extensions of credit and add additional secured creditors holding other First Lien Obligations so long as such First Lien Obligations are modification does not prohibited by adversely affect the provisions rights of this Indenture or any other then-existing First Lien Debt Documents; (xv) to add additional assets as Collateral; or (xvi) to add provisions to this Indenture and a new form of Note to permit the issuance by the Issuer or a Subsidiary thereof of escrow notes under this Indenture, which may have different terms than other Notes issued under this Indenture so long as the proceeds of such notes remain in escrow (including, but not limited to, separate collateral, different or no guarantees and special mandatory redemption provisions). (b) The Holders will be deemed to have consented for purposes of this Indenture, the Notes Security Documents and the Equal Priority Intercreditor Agreement (and, if applicable, a Junior Lien Intercreditor Agreement) to any of the following amendments and other modifications to this Indenture, the Notes Security Documents or the Equal Priority Intercreditor Agreement (or, if applicable, a Junior Lien Intercreditor Agreement) and the entry into a Junior Lien Intercreditor Agreement: (i) to effect any amendment or supplement to the Equal Priority Intercreditor Agreement or any other Intercreditor Agreement that is for the purpose of adding the holders of First Lien Obligations or Indebtedness secured on a junior basis to the Notes or any other Indebtedness that is permitted under Section 4.09 and is Secured Indebtedness (or a representative with respect thereto) as parties thereto, as expressly contemplated by the terms of such Intercreditor Agreement, as applicable (it being understood that any such amendment, modification or supplement may make such other changes to the Equal Priority Intercreditor Agreement or any other applicable Intercreditor Agreement as, in the good faith determination of the Bank Collateral Agent, are required to effectuate the foregoing and provided that such other changes are not adverse, in any material respect, to the interests of the Holders); (ii) to enter into any Junior Lien Intercreditor Agreement or any Equal Priority Intercreditor Agreement or to any restatement or replacement thereof or to effect the Equal Priority Intercreditor Amendments or other Intercreditor Amendments; or (iii) that is expressly contemplated by any Intercreditor Agreement or this Indenture. (c) The Notes Collateral Agent is hereby authorized and directed to enter into the Equal Priority Intercreditor Agreement and any other Intercreditor Agreement to the extent contemplated by the terms of this Indenture without the consent of any Holder, and by accepting a Note, each Holder will be deemed to have acknowledged that such Intercreditor Agreement is binding upon them. By accepting a Note, each Holder will be deemed to have (a) agreed that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreements, (b) authorized and instructed the Notes Collateral Agent to enter into the Equal Priority Intercreditor Agreement and to subject the Liens on the Collateral to the provisions thereof and (c) without any further consent of such Holder, authorized and instructed the Notes Collateral Agent to execute and deliver on behalf of itself, the Trustee and the Holders the Equal Priority Intercreditor Agreement, any other intercreditor agreement or any amendment (or amendment and restatement) to the Notes Security Documents or an Intercreditor Agreement contemplated by this Indenture. In connection with any such amendment of the Equal Priority Intercreditor Agreement or any other Intercreditor Agreements, the Issuer shall provide an Officer’s Certificate to the Notes Collateral Agent stating that such amendment complies with and/or is permitted by this Indenture, on which the Notes Collateral Agent shall be entitled to conclusively rely without any investigation. In addition, by accepting a Note, each Holder will be deemed to have authorized and directed the Notes Collateral Agent to enter into (i) any amendments to the Equal Priority Intercreditor Agreement and any other Intercreditor Agreements, and (ii) any other intercreditor arrangements, in the case of clauses (i), and (ii) to the extent required to give effect to the establishment of intercreditor rights and privileges as contemplated and required or permitted by the Indenture (the “Other Intercreditor Amendments”). (d) Upon the request of the Issuer accompanied by a resolution of the Board of Directors of the Issuer authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof (subject to the extent requested by the Trusteelast sentence of Section 9.05), the Trustee shall join with the Issuer and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall have the right, but not be obligated to, enter into such amended or supplemental indenture that affects its own rights, duties duties, liabilities or immunities under this Indenture or otherwise. Notwithstanding the foregoing, neither an Opinion of Counsel nor an Officer’s Certificate Certificate, nor a board resolution, shall be required in connection with the addition of a Guarantor under this Indenture upon execution and delivery by such Guarantor and the Trustee of a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, provided that the execution thereof shall be deemed a representation by such Guarantor(s) that all conditions precedent and covenants, if any, relating to the execution of such supplemental indenture have been satisfied, provided that the execution thereof shall be deemed a representation by such Guarantor(s) that all conditions precedent and covenants, if any, relating to the execution of such supplemental indenture have been satisfied and the supplemental indenture is enforceable in accordance with its terms subject to (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and similar laws affecting the rights and remedies of creditors generally and (ii) general principles of equity.

Without Consent of Holders. (a) Notwithstanding Section 9.02 hereof, the Issuer, any Guarantor (with respect to a Guarantee or this Indenture to which it is a party) The Issuer and the Trustee may amend this Indenture or supplement this Indenture, any Guarantee, the Notes, the Notes Security Document without notice to or the Intercreditor Agreements (including in each case, if applicable, the form of agreements attached thereto as exhibits) without the consent of any HolderNoteholder to: (ia) to cure any ambiguity, omission, mistakedefect, defect mistake or inconsistency; (iib) to provide for the assumption by a successor of the obligations of the Issuer or any Guarantor under this Indenture, (c) provide for uncertificated Notes in addition to or in place of certificated Notes; provided, however, that the uncertificated Notes are issued in definitive, fully registered form for purposes of Section 163(f) of the Code or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code; (iiid) add Guarantees with respect to comply with Section 5.01 hereofthe Notes or release Guarantors from their Note Guarantees as provided by the terms of this Indenture or the Note Guarantees; (ive) secure the Notes (and, thereafter, provide releases of collateral in accordance with the security documents entered into in connection therewith), to provide add to the assumption covenants of the Issuer’s Issuer or any Guarantor for the benefit of the Holders or to surrender any right or power herein conferred upon the Issuer or any Guarantor’s obligations to the Holders; (vf) to make any change that would provide any additional rights or benefits to the Holders of Notes or make any change that does not materially adversely affect the rights of any Noteholder (as determined in good faith by the Issuer) the legal rights under this Indenture of any such Holder); (vig) to add covenants for the benefit of the Holders or to surrender any right or power conferred upon the Issuer or any Guarantor; (vii) to comply with any requirements of the SEC in order to effect connection with qualifying, or maintain maintaining the qualification of of, this Indenture under the Trust Indenture Act, if applicable TIA (it being agreed that this Indenture need not qualify be qualified under the Trust Indenture ActTIA); (viiih) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee hereunder pursuant to the requirements hereof; (ix) to add a Guarantor or co-obligor under this Indenture or to release a Guarantor in accordance with the terms of this Indenture; (x) to conform the text of this Indenture, Guarantees, the Notes, the Notes Security Documents and the Intercreditor Agreements to any provision of the “Description of Notes” section of the Offering Memorandum to the extent that such provision in such “Description of Notes” section was intended to be a verbatim recitation of a provision of this Indenture, Guarantee, the Notes, the Notes Security Documents and the Intercreditor Agreements as provided to the Trustee in an Officer’s Certificate; (xi) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, to facilitate the issuance and administration of the Notes; provided, (A) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (B) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (xii) to provide for the issuance of Additional Notes in accordance with this Indenture; (i) provide for the issuance of exchange Notes that shall have terms substantially identical in all respects to the Notes (as determined in good faith by the Issuer and except that the transfer restrictions contained in the Notes shall be modified or eliminated as appropriate) and which shall be treated, together with any outstanding Notes, as a single class of securities; (j) provide for the appointment of a successor trustee; provided that the successor trustee is otherwise qualified and eligible to act as such under the terms of this Indenture; (xiiik) to make, complete or confirm conform any grant of Collateral permitted or required by this Indenture, any of the Notes Security Documents or the Intercreditor Agreements or any release of Collateral pursuant to the terms of this Indenture, any of the Notes Security Documents or the Intercreditor Agreements; (xiv) to secure additional extensions of credit and add additional secured creditors holding other First Lien Obligations so long as such First Lien Obligations are not prohibited by the provisions provision of this Indenture or any other then-existing First Lien Debt Documents; (xv) to add additional assets as Collateralthe “Description of Notes” contained in the Offering Memorandum; or (xvil) comply with the procedures of DTC or the Trustee with respect to add the provisions to in this Indenture and a new form the Notes relating to transfers and exchanges of Note to permit the issuance by Notes or beneficial interests in Notes. After an amendment becomes effective, the Issuer or is required to deliver to each registered Holder of the Notes at the Holder’s address appearing in the security register a Subsidiary thereof of escrow notes under this Indenture, which may have different terms than other Notes issued under this Indenture so long as notice briefly describing the proceeds of such notes remain in escrow (including, but not limited to, separate collateral, different or no guarantees and special mandatory redemption provisions). (b) The Holders will be deemed to have consented for purposes of this Indentureamendment. However, the Notes Security Documents and the Equal Priority Intercreditor Agreement (and, if applicable, a Junior Lien Intercreditor Agreement) failure to any give this notice to all Holders of the following amendments and other modifications to this IndentureNotes, the Notes Security Documents or the Equal Priority Intercreditor Agreement (or, if applicable, a Junior Lien Intercreditor Agreement) and the entry into a Junior Lien Intercreditor Agreement: (i) to effect any amendment or supplement to the Equal Priority Intercreditor Agreement or any other Intercreditor Agreement that is for defect therein, will not impair or affect the purpose of adding the holders of First Lien Obligations or Indebtedness secured on a junior basis to the Notes or any other Indebtedness that is permitted under Section 4.09 and is Secured Indebtedness (or a representative with respect thereto) as parties thereto, as expressly contemplated by the terms of such Intercreditor Agreement, as applicable (it being understood that any such amendment, modification or supplement may make such other changes to the Equal Priority Intercreditor Agreement or any other applicable Intercreditor Agreement as, in the good faith determination validity of the Bank Collateral Agent, are required to effectuate the foregoing and provided that such other changes are not adverse, in any material respect, to the interests of the Holders); (ii) to enter into any Junior Lien Intercreditor Agreement or any Equal Priority Intercreditor Agreement or to any restatement or replacement thereof or to effect the Equal Priority Intercreditor Amendments or other Intercreditor Amendments; or (iii) that is expressly contemplated by any Intercreditor Agreement or this Indenture. (c) The Notes Collateral Agent is hereby authorized and directed to enter into the Equal Priority Intercreditor Agreement and any other Intercreditor Agreement to the extent contemplated by the terms of this Indenture without the consent of any Holder, and by accepting a Note, each Holder will be deemed to have acknowledged that such Intercreditor Agreement is binding upon them. By accepting a Note, each Holder will be deemed to have (a) agreed that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreements, (b) authorized and instructed the Notes Collateral Agent to enter into the Equal Priority Intercreditor Agreement and to subject the Liens on the Collateral to the provisions thereof and (c) without any further consent of such Holder, authorized and instructed the Notes Collateral Agent to execute and deliver on behalf of itself, the Trustee and the Holders the Equal Priority Intercreditor Agreement, any other intercreditor agreement or any amendment (or amendment and restatement) to the Notes Security Documents or an Intercreditor Agreement contemplated by this Indentureamendment. In connection with any such modification, amendment of the Equal Priority Intercreditor Agreement or any other Intercreditor Agreementssupplement, the Issuer shall provide will deliver to the Trustee an Opinion of Counsel and an Officer’s Certificate to upon which the Notes Collateral Agent Trustee may conclusively rely, each stating that such modification, amendment or supplement complies with and/or is permitted by the applicable provisions of this Indenture, on which the Notes Collateral Agent shall be entitled to conclusively rely without any investigation. In addition, by accepting a Note, each Holder will be deemed to have authorized and directed the Notes Collateral Agent to enter into (i) any amendments to the Equal Priority Intercreditor Agreement and any other Intercreditor Agreements, and (ii) any other intercreditor arrangements, in the case of clauses (i), and (ii) to the extent required to give effect to the establishment of intercreditor rights and privileges as contemplated and required or permitted by the Indenture (the “Other Intercreditor Amendments”). (d) Upon the request of the Issuer accompanied by a resolution of the Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof (to the extent requested by the Trustee), the Trustee shall join with the Issuer and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall have the right, but not be obligated to, enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, neither an Opinion of Counsel nor an Officer’s Certificate shall be required in connection with the addition of a Guarantor under this Indenture upon execution and delivery by such Guarantor and the Trustee of a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, provided that the execution thereof shall be deemed a representation by such Guarantor(s) that all conditions precedent and covenants, if any, relating to the execution of such supplemental indenture have been satisfied, provided that the execution thereof shall be deemed a representation by such Guarantor(s) that all conditions precedent and covenants, if any, relating to the execution of such supplemental indenture have been satisfied and the supplemental indenture is enforceable in accordance with its terms subject to (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and similar laws affecting the rights and remedies of creditors generally and (ii) general principles of equity.

Without Consent of Holders. (a) Notwithstanding Section 9.02 hereof9.2 of this Indenture, the Issuer, any Guarantor (with respect to a its Guarantee or this Indenture to which it is a partyIndenture) and the Trustee may amend amend, supplement or supplement modify this Indenture, any Guarantee, the Notes, Guarantee and the Notes Security Document or the Intercreditor Agreements (including in each case, if applicable, the form of agreements attached thereto as exhibits) without the consent of any Holder: (i1) to cure any ambiguity, omission, mistake, defect defect, error or inconsistency, conform any provision to any provision under the heading “Description of the Notes” in the Offering Memorandum or reduce the minimum denomination thereof; (ii2) to provide for the assumption by a successor Person of the obligations of the Issuer or any Guarantor under any Note Document; (3) to provide for uncertificated Notes in addition to or in place of certificated Notes; (iii) to comply with Section 5.01 hereof; (iv) to provide the assumption of the Issuer’s or any Guarantor’s obligations to the Holders; (v) to make any change that would provide any additional rights or benefits to the Holders or that does not materially adversely affect (as determined in good faith by the Issuer) the legal rights under this Indenture of any such Holder; (vi4) to add to the covenants or provide for a Guarantee for the benefit of the Holders or to surrender any right or power conferred upon the Issuer or any GuarantorRestricted Subsidiary; (vii5) to make any change that does not adversely affect the rights of any Holder in any material respect; (6) at the Issuer’s election, comply with requirements any requirement of the SEC in order to effect or maintain connection with the qualification of this Indenture under the Trust Indenture ActTIA, if applicable (it being agreed that this Indenture need not qualify under the Trust Indenture Act)such qualification is required; (viii7) make such provisions as necessary (as determined in good faith by the Issuer) for the issuance of Exchange Notes and Additional Notes; (8) to provide for any Restricted Subsidiary to provide a Guarantee in accordance with Section 3.2, to add Guarantees with respect to the Notes, to add security to or for the benefit of the Notes, or to confirm and evidence the release, termination, discharge or retaking of any Guarantee or Lien with respect to or securing the Notes when such release, termination, discharge or retaking is provided for under this Indenture; (9) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee hereunder pursuant to the requirements hereof;hereof or to provide for the accession by the Trustee to any Note Document; or (ix) to add a Guarantor or co-obligor under this Indenture or to release a Guarantor in accordance with the terms of this Indenture; (x) to conform the text of this Indenture, Guarantees, the Notes, the Notes Security Documents and the Intercreditor Agreements to any provision of the “Description of Notes” section of the Offering Memorandum to the extent that such provision in such “Description of Notes” section was intended to be a verbatim recitation of a provision of this Indenture, Guarantee, the Notes, the Notes Security Documents and the Intercreditor Agreements as provided to the Trustee in an Officer’s Certificate; (xi10) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation, to facilitate the issuance and administration of Notes and the Exchange Notes; provided, however, that (Ai) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (Bii) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (xii) . Subject to provide for the issuance of Additional Notes in accordance with the terms of this Indenture; (xiii) to makeSection 9.2, complete or confirm any grant of Collateral permitted or required by this Indenture, any of the Notes Security Documents or the Intercreditor Agreements or any release of Collateral pursuant to the terms of this Indenture, any of the Notes Security Documents or the Intercreditor Agreements; (xiv) to secure additional extensions of credit and add additional secured creditors holding other First Lien Obligations so long as such First Lien Obligations are not prohibited by the provisions of this Indenture or any other then-existing First Lien Debt Documents; (xv) to add additional assets as Collateral; or (xvi) to add provisions to this Indenture and a new form of Note to permit the issuance by the Issuer or a Subsidiary thereof of escrow notes under this Indenture, which may have different terms than other Notes issued under this Indenture so long as the proceeds of such notes remain in escrow (including, but not limited to, separate collateral, different or no guarantees and special mandatory redemption provisions). (b) The Holders will be deemed to have consented for purposes of this Indenture, the Notes Security Documents and the Equal Priority Intercreditor Agreement (and, if applicable, a Junior Lien Intercreditor Agreement) to any of the following amendments and other modifications to this Indenture, the Notes Security Documents or the Equal Priority Intercreditor Agreement (or, if applicable, a Junior Lien Intercreditor Agreement) and the entry into a Junior Lien Intercreditor Agreement: (i) to effect any amendment or supplement to the Equal Priority Intercreditor Agreement or any other Intercreditor Agreement that is for the purpose of adding the holders of First Lien Obligations or Indebtedness secured on a junior basis to the Notes or any other Indebtedness that is permitted under Section 4.09 and is Secured Indebtedness (or a representative with respect thereto) as parties thereto, as expressly contemplated by the terms of such Intercreditor Agreement, as applicable (it being understood that any such amendment, modification or supplement may make such other changes to the Equal Priority Intercreditor Agreement or any other applicable Intercreditor Agreement as, in the good faith determination of the Bank Collateral Agent, are required to effectuate the foregoing and provided that such other changes are not adverse, in any material respect, to the interests of the Holders); (ii) to enter into any Junior Lien Intercreditor Agreement or any Equal Priority Intercreditor Agreement or to any restatement or replacement thereof or to effect the Equal Priority Intercreditor Amendments or other Intercreditor Amendments; or (iii) that is expressly contemplated by any Intercreditor Agreement or this Indenture. (c) The Notes Collateral Agent is hereby authorized and directed to enter into the Equal Priority Intercreditor Agreement and any other Intercreditor Agreement to the extent contemplated by the terms of this Indenture without the consent of any Holder, and by accepting a Note, each Holder will be deemed to have acknowledged that such Intercreditor Agreement is binding upon them. By accepting a Note, each Holder will be deemed to have (a) agreed that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreements, (b) authorized and instructed the Notes Collateral Agent to enter into the Equal Priority Intercreditor Agreement and to subject the Liens on the Collateral to the provisions thereof and (c) without any further consent of such Holder, authorized and instructed the Notes Collateral Agent to execute and deliver on behalf of itself, the Trustee and the Holders the Equal Priority Intercreditor Agreement, any other intercreditor agreement or any amendment (or amendment and restatement) to the Notes Security Documents or an Intercreditor Agreement contemplated by this Indenture. In connection with any such amendment of the Equal Priority Intercreditor Agreement or any other Intercreditor Agreements, the Issuer shall provide an Officer’s Certificate to the Notes Collateral Agent stating that such amendment complies with and/or is permitted by this Indenture, on which the Notes Collateral Agent shall be entitled to conclusively rely without any investigation. In addition, by accepting a Note, each Holder will be deemed to have authorized and directed the Notes Collateral Agent to enter into (i) any amendments to the Equal Priority Intercreditor Agreement and any other Intercreditor Agreements, and (ii) any other intercreditor arrangements, in the case of clauses (i), and (ii) to the extent required to give effect to the establishment of intercreditor rights and privileges as contemplated and required or permitted by the Indenture (the “Other Intercreditor Amendments”). (d) Upon the request of the Issuer accompanied by a resolution of the Board of Directors Resolution authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof (to the extent requested by the Trustee)Sections 9.6 and 12.4 hereof, the Trustee shall will join with the Issuer and the Guarantors in the execution of any such amended or supplemental indenture authorized unless such amended or permitted by supplemental indenture directly affects the terms of Trustee’s own rights, duties or immunities under this Indenture and to make any further appropriate agreements and stipulations that or otherwise, in which case the Trustee may be therein containedin its discretion, but the Trustee shall have the right, but will not be obligated to, enter into such amended or supplemental indenture that affects its own rights, duties Indenture. After an amendment or immunities supplement under this Indenture Section 9.1 becomes effective, the Issuer shall mail to Holders a notice briefly describing such amendment or otherwisesupplement. Notwithstanding The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the foregoing, neither validity of an Opinion of Counsel nor an Officer’s Certificate shall be required in connection with the addition of a Guarantor amendment or supplement under this Indenture upon execution and delivery by such Guarantor and the Trustee of a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, provided that the execution thereof shall be deemed a representation by such Guarantor(s) that all conditions precedent and covenants, if any, relating to the execution of such supplemental indenture have been satisfied, provided that the execution thereof shall be deemed a representation by such Guarantor(s) that all conditions precedent and covenants, if any, relating to the execution of such supplemental indenture have been satisfied and the supplemental indenture is enforceable in accordance with its terms subject to (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and similar laws affecting the rights and remedies of creditors generally and (ii) general principles of equitySection 9.1.

Without Consent of Holders. (a) Notwithstanding Subject to Section 9.02 hereof9.03, the Issuer, any Guarantor (with respect to a Guarantee or this Indenture to which it is a party) the Guarantors and the Trustee Trustee, as applicable, together, may amend or supplement this Indenture, any Guarantee, Indenture (including the Notes, Guarantees) or the Notes Security Document without notice to or the Intercreditor Agreements (including in each case, if applicable, the form of agreements attached thereto as exhibits) without the consent of any Holder: (i1) to cure any ambiguity, omission, mistake, defect or inconsistency;, (ii2) to provide for uncertificated Notes in addition to or in place of certificated Notes;, (iii) to comply with Section 5.01 hereof; (iv3) to provide for the assumption of the Issuer’s or any Guarantor’s obligations to the Holders;Holders in the case of a merger, consolidation or sale of all or substantially all of the Issuer’s assets, in accordance with Article Five, (v4) to add Guarantees with respect to the Notes, (5) to release any Guarantor from its Guarantee or any of its other obligations under this Indenture (to the extent permitted by this Indenture), (6) to make any change that would provide any additional rights or benefits to the Holders or that does not materially adversely affect (as determined in good faith by adds covenants of the Issuer) the legal rights under this Indenture of Issuer or any such Holder; (vi) to add covenants Guarantor for the benefit of the Holders Holders, or to surrender any right or power conferred upon the Issuer or any Guarantor;, (vii7) to make any change that does not materially adversely affect the rights of any Holder hereunder or under the Notes, (8) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under under, or to otherwise comply with, the Trust Indenture Act, if applicable (it being agreed that this Indenture need not qualify under the Trust Indenture Act);, (viii) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee hereunder pursuant to the requirements hereof; (ix) to add a Guarantor or co-obligor under this Indenture or to release a Guarantor in accordance with the terms of this Indenture; (x9) to conform the text of this Indenture, Guarantees, the Notes, Indenture or the Notes Security Documents and the Intercreditor Agreements to any provision of the “Description of Notes” section of the Offering Memorandum to the extent that such provision in such “Description of Notes” section was intended to be a substantially verbatim recitation of a provision of this Indenture, Guarantee, Indenture or the Notes, or (10) to evidence and provide for the acceptance of appointment under this Indenture by a successor Trustee with respect to the Notes Security Documents and the Intercreditor Agreements as provided to the Trustee in an Officer’s Certificate; (xi) to make add or change any amendment to of the provisions of this Indenture relating as shall be necessary to the transfer and legending of Notes as permitted by this Indenture, including, to provide for or facilitate the issuance and administration of the Notes; providedtrusts hereunder by more than one Trustee, (A) compliance with this Indenture as so amended would not result in Notes being transferred in violation provided that the Issuer has delivered to the Trustee an Opinion of the Securities Act or any applicable securities law Counsel and (B) an Officers’ Certificate, each stating that such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (xii) to provide for the issuance of Additional Notes in accordance or supplement complies with the terms of this Indenture; (xiii) to make, complete or confirm any grant of Collateral permitted or required by this Indenture, any of the Notes Security Documents or the Intercreditor Agreements or any release of Collateral pursuant to the terms of this Indenture, any of the Notes Security Documents or the Intercreditor Agreements; (xiv) to secure additional extensions of credit and add additional secured creditors holding other First Lien Obligations so long as such First Lien Obligations are not prohibited by the provisions of this Indenture or any other then-existing First Lien Debt Documents; (xv) to add additional assets as Collateral; or (xvi) to add provisions to this Indenture and a new form of Note to permit the issuance by the Issuer or a Subsidiary thereof of escrow notes under this Indenture, which may have different terms than other Notes issued under this Indenture so long as the proceeds of such notes remain in escrow (including, but not limited to, separate collateral, different or no guarantees and special mandatory redemption provisions)Section 9.01. (b) The Holders will be deemed to have consented for purposes of this Indenture, the Notes Security Documents and the Equal Priority Intercreditor Agreement (and, if applicable, a Junior Lien Intercreditor Agreement) to any of the following amendments and other modifications to this Indenture, the Notes Security Documents or the Equal Priority Intercreditor Agreement (or, if applicable, a Junior Lien Intercreditor Agreement) and the entry into a Junior Lien Intercreditor Agreement: (i) to effect any amendment or supplement to the Equal Priority Intercreditor Agreement or any other Intercreditor Agreement that is for the purpose of adding the holders of First Lien Obligations or Indebtedness secured on a junior basis to the Notes or any other Indebtedness that is permitted under Section 4.09 and is Secured Indebtedness (or a representative with respect thereto) as parties thereto, as expressly contemplated by the terms of such Intercreditor Agreement, as applicable (it being understood that any such amendment, modification or supplement may make such other changes to the Equal Priority Intercreditor Agreement or any other applicable Intercreditor Agreement as, in the good faith determination of the Bank Collateral Agent, are required to effectuate the foregoing and provided that such other changes are not adverse, in any material respect, to the interests of the Holders); (ii) to enter into any Junior Lien Intercreditor Agreement or any Equal Priority Intercreditor Agreement or to any restatement or replacement thereof or to effect the Equal Priority Intercreditor Amendments or other Intercreditor Amendments; or (iii) that is expressly contemplated by any Intercreditor Agreement or this Indenture. (c) The Notes Collateral Agent is hereby authorized and directed to enter into the Equal Priority Intercreditor Agreement and any other Intercreditor Agreement to the extent contemplated by the terms of this Indenture without the consent of any Holder, and by accepting a Note, each Holder will be deemed to have acknowledged that such Intercreditor Agreement is binding upon them. By accepting a Note, each Holder will be deemed to have (a) agreed that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreements, (b) authorized and instructed the Notes Collateral Agent to enter into the Equal Priority Intercreditor Agreement and to subject the Liens on the Collateral to the provisions thereof and (c) without any further consent of such Holder, authorized and instructed the Notes Collateral Agent to execute and deliver on behalf of itself, the Trustee and the Holders the Equal Priority Intercreditor Agreement, any other intercreditor agreement or any amendment (or amendment and restatement) to the Notes Security Documents or an Intercreditor Agreement contemplated by this Indenture. In connection with any such amendment of the Equal Priority Intercreditor Agreement or any other Intercreditor Agreements, the Issuer shall provide an Officer’s Certificate to the Notes Collateral Agent stating that such amendment complies with and/or is permitted by this Indenture, on which the Notes Collateral Agent shall be entitled to conclusively rely without any investigation. In addition, by accepting a Note, each Holder will be deemed to have authorized and directed the Notes Collateral Agent to enter into (i) any amendments to the Equal Priority Intercreditor Agreement and any other Intercreditor Agreements, and (ii) any other intercreditor arrangements, in the case of clauses (i), and (ii) to the extent required to give effect to the establishment of intercreditor rights and privileges as contemplated and required or permitted by the Indenture (the “Other Intercreditor Amendments”). (d) Upon the request of the Issuer accompanied by a resolution of the Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof (to the extent requested by the Trustee), the Trustee shall join with the Issuer and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall have the right, but not be obligated to, enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, neither an Opinion of Counsel nor an Officer’s Certificate shall be required in connection with the addition of a Guarantor under this Indenture upon execution and delivery by such Guarantor and the Trustee of a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, provided that the execution thereof shall be deemed a representation by such Guarantor(s) that all conditions precedent and covenants, if any, relating to the execution of such supplemental indenture have been satisfied, provided that the execution thereof shall be deemed a representation by such Guarantor(s) that all conditions precedent and covenants, if any, relating to the execution of such supplemental indenture have been satisfied and the supplemental indenture is enforceable in accordance with its terms subject to (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and similar laws affecting the rights and remedies of creditors generally and (ii) general principles of equity.

Without Consent of Holders. (a) Notwithstanding Section 9.02 hereof, the Issuer, any Guarantor (with respect to a Guarantee or this Indenture to which it is a party) and the Trustee may amend or supplement this Indenture, any Guarantee, the Notes, the Guarantee or Notes Security Document or the Intercreditor Agreements (including in each case, if applicable, the form of agreements attached thereto as exhibits) without the consent of any Holder: (ia) to cure any ambiguity, omission, mistake, defect or inconsistency; (iib) to provide for uncertificated Notes in addition to or in place of certificated Notes; (iiic) to comply with Section 5.01 hereof; (ivd) to provide for the assumption of the Issuer’s or any Guarantor’s obligations to the Holders; (ve) to make any change that would provide any additional rights or benefits to the Holders or that does not materially adversely affect (as determined in good faith by the Issuer) the legal rights under this Indenture of any such Holder; (vif) to add covenants for the benefit of the Holders or to surrender any right or power conferred upon the Issuer or any Guarantor; (viig) to provide for the issuance of Additional Notes in accordance with the terms of this Indenture; (h) to comply with the requirements of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act, if applicable (it being agreed that this Indenture need not qualify under the Trust Indenture Act); (viiii) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee or a successor Paying Agent hereunder pursuant to the requirements hereof; (ixj) to make any amendment to the provisions of this Indenture relating to the transfer or legending of the Notes; (k) to add an obligor or a Guarantor or co-obligor under this Indenture or to release an obligor or a Guarantor in accordance with the terms of this Indenture; (xl) to conform the text of this Indenture, Guarantees, the Notes, Guarantees or the Notes Security Documents and the Intercreditor Agreements to any provision of the “Description of the Notes” section of the Offering Memorandum to the extent that such provision in such “Description of the Notes” section was intended to be a verbatim recitation of a provision of this Indenture, Guarantee, the Notes, the Guarantee or Notes Security Documents and the Intercreditor Agreements as provided to the Trustee in an Officer’s Certificate; (xim) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation to facilitate the issuance and administration of the Notes; provided, (A) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (B) however, that such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (xii) to provide for the issuance of Additional Notes in accordance with the terms of this Indenture; (xiii) to make, complete or confirm any grant of Collateral permitted or required by this Indenture, any of the Notes Security Documents or the Intercreditor Agreements or any release of Collateral pursuant to the terms of this Indenture, any of the Notes Security Documents or the Intercreditor Agreements; (xivn) to secure additional extensions the Notes and/or the related Guarantees or to add collateral thereto; and (o) to make any other modifications to the Notes or this Indenture of credit and add additional secured creditors holding other First Lien Obligations a formal, minor or technical nature or necessary to correct a manifest error, so long as such First Lien Obligations are modification does not prohibited by adversely affect the provisions rights of this Indenture or any other then-existing First Lien Debt Documents; (xv) to add additional assets as Collateral; or (xvi) to add provisions to this Indenture and a new form of Note to permit the issuance by the Issuer or a Subsidiary thereof of escrow notes under this Indenture, which may have different terms than other Notes issued under this Indenture so long as the proceeds of such notes remain in escrow (including, but not limited to, separate collateral, different or no guarantees and special mandatory redemption provisions). (b) The Holders will be deemed to have consented for purposes of this Indenture, the Notes Security Documents and the Equal Priority Intercreditor Agreement (and, if applicable, a Junior Lien Intercreditor Agreement) to any of the following amendments and other modifications to this Indenture, the Notes Security Documents or the Equal Priority Intercreditor Agreement (or, if applicable, a Junior Lien Intercreditor Agreement) and the entry into a Junior Lien Intercreditor Agreement: (i) to effect any amendment or supplement to the Equal Priority Intercreditor Agreement or any other Intercreditor Agreement that is for the purpose of adding the holders of First Lien Obligations or Indebtedness secured on a junior basis to the Notes or any other Indebtedness that is permitted under Section 4.09 and is Secured Indebtedness (or a representative with respect thereto) as parties thereto, as expressly contemplated by the terms of such Intercreditor Agreement, as applicable (it being understood that any such amendment, modification or supplement may make such other changes to the Equal Priority Intercreditor Agreement or any other applicable Intercreditor Agreement as, in the good faith determination of the Bank Collateral Agent, are required to effectuate the foregoing and provided that such other changes are not adverse, in any material respect, to the interests of the Holders); (ii) to enter into any Junior Lien Intercreditor Agreement or any Equal Priority Intercreditor Agreement or to any restatement or replacement thereof or to effect the Equal Priority Intercreditor Amendments or other Intercreditor Amendments; or (iii) that is expressly contemplated by any Intercreditor Agreement or this Indenture. (c) The Notes Collateral Agent is hereby authorized and directed to enter into the Equal Priority Intercreditor Agreement and any other Intercreditor Agreement to the extent contemplated by the terms of this Indenture without the consent of any Holder, and by accepting a Note, each Holder will be deemed to have acknowledged that such Intercreditor Agreement is binding upon them. By accepting a Note, each Holder will be deemed to have (a) agreed that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreements, (b) authorized and instructed the Notes Collateral Agent to enter into the Equal Priority Intercreditor Agreement and to subject the Liens on the Collateral to the provisions thereof and (c) without any further consent of such Holder, authorized and instructed the Notes Collateral Agent to execute and deliver on behalf of itself, the Trustee and the Holders the Equal Priority Intercreditor Agreement, any other intercreditor agreement or any amendment (or amendment and restatement) to the Notes Security Documents or an Intercreditor Agreement contemplated by this Indenture. In connection with any such amendment of the Equal Priority Intercreditor Agreement or any other Intercreditor Agreements, the Issuer shall provide an Officer’s Certificate to the Notes Collateral Agent stating that such amendment complies with and/or is permitted by this Indenture, on which the Notes Collateral Agent shall be entitled to conclusively rely without any investigation. In addition, by accepting a Note, each Holder will be deemed to have authorized and directed the Notes Collateral Agent to enter into (i) any amendments to the Equal Priority Intercreditor Agreement and any other Intercreditor Agreements, and (ii) any other intercreditor arrangements, in the case of clauses (i), and (ii) to the extent required to give effect to the establishment of intercreditor rights and privileges as contemplated and required or permitted by the Indenture (the “Other Intercreditor Amendments”). (d) Upon the request of the Issuer accompanied by a resolution of the Board of Directors of the Issuer authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof (to the extent requested by the TrusteeTrustee and subject to the last sentence of Section 9.06), the Trustee shall join with the Issuer and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall have the right, but not be obligated to, enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, neither an Opinion of Counsel nor an Officer’s Certificate Certificate, nor a board resolution, shall be required in connection with the addition of a Guarantor under this Indenture upon execution and delivery by such Guarantor and the Trustee of a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, provided that the execution thereof shall be deemed a representation by such Guarantor(s) that all conditions precedent and covenants, if any, relating to the execution of such supplemental indenture have been satisfied, provided that the execution thereof shall be deemed a representation by such Guarantor(s) that all conditions precedent and covenants, if any, relating to the execution of such supplemental indenture have been satisfied and the supplemental indenture is enforceable in accordance with its terms subject to (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and similar laws affecting the rights and remedies of creditors generally and (ii) general principles of equity.

Without Consent of Holders. (a) Notwithstanding Section 9.02 hereofThe Issuer and the Guarantors, the Issuerwhen each authorized by a Resolution, any Guarantor (with respect to a Guarantee or this Indenture to which it is a party) and the Trustee may amend or supplement this Indenture, any Guarantee, Indenture or the Notes, the Notes Security Document or the Intercreditor Agreements (including in each case, if applicable, the form of agreements attached thereto as exhibits) without the consent or vote of any HolderHolder for the following purposes: (i) to cure any ambiguity, omission, mistake, defect or inconsistency; (ii) to provide for uncertificated Notes in addition to or in place of certificated Notescomply with Section 5.01; (iii) to comply with Section 5.01 hereofadd to the covenants of the Issuer or the Guarantors for the benefit of the Holders; (iv) to provide the assumption of the Issuer’s or any Guarantor’s obligations to the Holders; (v) to make any change that would provide any additional rights or benefits to the Holders or that does not materially adversely affect (as determined in good faith by the Issuer) the legal rights under this Indenture of any such Holder; (vi) to add covenants for the benefit of the Holders or to surrender any right or power herein conferred upon the Issuer or any Guarantorthe Guarantors; (vii) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act, if applicable (it being agreed that this Indenture need not qualify under the Trust Indenture Act); (viiiv) to evidence and provide for the acceptance and of an appointment under this Indenture of by a successor Trustee hereunder pursuant to the requirements hereof▇▇▇▇▇▇▇; (ixvi) to add a Guarantor or co-obligor under this Indenture provide for the issuance of Additional Notes; (vii) to provide for any guarantee of the Notes, to secure the Notes or to confirm and evidence the release, termination or discharge of any guarantee of the Notes when such release a Guarantor in accordance with the terms of termination or discharge is permitted by this Indenture; (x) to conform the text of this Indenture, Guarantees, the Notes, the Notes Security Documents and the Intercreditor Agreements to any provision of the “Description of Notes” section of the Offering Memorandum to the extent that such provision in such “Description of Notes” section was intended to be a verbatim recitation of a provision of this Indenture, Guarantee, the Notes, the Notes Security Documents and the Intercreditor Agreements as provided to the Trustee in an Officer’s Certificate; (xiviii) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, to facilitate the issuance and administration of the Notes; provided, (A) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (B) such amendment other change that does not materially and adversely affect the rights of Holders any Holder or to transfer Notes; (xii) conform this Indenture to provide for the issuance of Additional Notes in accordance with the terms of this Indenture; (xiii) to make, complete or confirm any grant of Collateral permitted or required by this Indenture, any section “Description of the Notes Security Documents or Notes” in the Intercreditor Agreements or any release of Collateral pursuant to the terms of this Indenture, any of the Notes Security Documents or the Intercreditor Agreements; (xiv) to secure additional extensions of credit and add additional secured creditors holding other First Lien Obligations so long as such First Lien Obligations are not prohibited by the provisions of this Indenture or any other then-existing First Lien Debt Documents; (xv) to add additional assets as CollateralOffering Memorandum; or (xviix) to add provisions to this Indenture and a new form of Note to permit the issuance by the Issuer or a Subsidiary thereof of escrow notes under this Indenture, which may have different terms than other Notes issued under this Indenture so long as the proceeds of such notes remain in escrow (including, but not limited to, separate collateral, different or no guarantees and special mandatory redemption provisions). (b) The Holders will be deemed to have consented for purposes of this Indenture, the Notes Security Documents and the Equal Priority Intercreditor Agreement (and, if applicable, a Junior Lien Intercreditor Agreement) to comply with any applicable requirements of the following amendments and other modifications to this Indenture, the Notes Security Documents or the Equal Priority Intercreditor Agreement (or, if applicable, a Junior Lien Intercreditor Agreement) and the entry into a Junior Lien Intercreditor Agreement: (i) to effect any amendment or supplement to the Equal Priority Intercreditor Agreement or any other Intercreditor Agreement that is for the purpose of adding the holders of First Lien Obligations or Indebtedness secured on a junior basis to the Notes or any other Indebtedness that is permitted under Section 4.09 and is Secured Indebtedness (or a representative with respect thereto) as parties thereto, as expressly contemplated by the terms of such Intercreditor Agreement, as applicable (it being understood that any such amendment, modification or supplement may make such other changes to the Equal Priority Intercreditor Agreement or any other applicable Intercreditor Agreement as, in the good faith determination of the Bank Collateral Agent, are required to effectuate the foregoing and SEC. provided that such other changes are not adverse, in any material respect, to the interests of the Holders); (ii) to enter into any Junior Lien Intercreditor Agreement or any Equal Priority Intercreditor Agreement or to any restatement or replacement thereof or to effect the Equal Priority Intercreditor Amendments or other Intercreditor Amendments; or (iii) that is expressly contemplated by any Intercreditor Agreement or this Indenture. (c) The Notes Collateral Agent is hereby authorized and directed to enter into the Equal Priority Intercreditor Agreement and any other Intercreditor Agreement to the extent contemplated by the terms of this Indenture without the consent of any Holder, and by accepting a Note, each Holder will be deemed to have acknowledged that such Intercreditor Agreement is binding upon them. By accepting a Note, each Holder will be deemed to have (a) agreed that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreements, (b) authorized and instructed the Notes Collateral Agent to enter into the Equal Priority Intercreditor Agreement and to subject the Liens on the Collateral to the provisions thereof and (c) without any further consent of such Holder, authorized and instructed the Notes Collateral Agent to execute and deliver on behalf of itself, the Trustee and the Holders the Equal Priority Intercreditor Agreement, any other intercreditor agreement or any amendment (or amendment and restatement) to the Notes Security Documents or an Intercreditor Agreement contemplated by this Indenture. In connection with any such amendment of the Equal Priority Intercreditor Agreement or any other Intercreditor Agreements, the Issuer shall provide an Officer’s Certificate to the Notes Collateral Agent stating that such amendment complies with and/or is permitted by this Indenture, on which the Notes Collateral Agent shall be entitled to conclusively rely without any investigation. In addition, by accepting a Note, each Holder will be deemed to have authorized and directed the Notes Collateral Agent to enter into (i) any amendments to the Equal Priority Intercreditor Agreement and any other Intercreditor Agreements, and (ii) any other intercreditor arrangementsthat, in the case of clauses clause (i), and ) or (ii) above, the Issuer has delivered to the extent required to give effect to Trustee an Opinion of Counsel and an Officer’s Certificate, each stating that such amendment or supplement complies with the establishment provisions of intercreditor rights and privileges as contemplated and required or permitted by the Indenture (the “Other Intercreditor Amendments”). (d) this Section 9.01. Upon the written request of the Issuer Issuer, accompanied by a resolution of the Board of Directors Resolution authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof (to the extent requested by the Trustee)9.05, the Trustee shall join with the Issuer and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that which may be therein contained, but the Trustee shall have the right, but not be obligated to, to enter into any such amended or supplemental indenture that which affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, neither an Opinion of Counsel nor an Officer’s Certificate shall be required in connection with the addition of a Guarantor under this Indenture upon execution and delivery by such Guarantor and the Trustee of a supplemental indenture The Guarantors must consent to this Indenture, the form of which is attached as Exhibit D hereto, provided that the execution thereof shall be deemed a representation by such Guarantor(s) that all conditions precedent and covenants, if any, relating to the execution of such supplemental indenture have been satisfied, provided that the execution thereof shall be deemed a representation by such Guarantor(s) that all conditions precedent and covenants, if any, relating to the execution of such supplemental indenture have been satisfied and the supplemental indenture is enforceable in accordance with its terms subject to (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and similar laws affecting the rights and remedies of creditors generally and (ii) general principles of equityany amendment or supplement hereunder.

Without Consent of Holders. (a) Notwithstanding Section 9.02 hereofThe Issuer, the Issuer, any Guarantor (with respect to a Guarantee or this Indenture to which it is a party) Guarantors and the Trustee may amend or supplement this Indenture, any Guarantee, Indenture or the Notes, the Notes Security Document without notice to or the Intercreditor Agreements (including in each case, if applicable, the form of agreements attached thereto as exhibits) without the consent of any Holder: (i) to cure any ambiguity, omission, mistake, defect or inconsistency;inconsistency; (ii) to provide for the assumption by a successor corporation of the obligations of the Issuer or any Guarantor under this Indenture, the Notes, a Subsidiary Guarantee or the Registration Rights Agreement, as applicable, in compliance with Section 5.01; (iii) to provide for uncertificated Notes in addition to or in place of certificated Notes; Notes (iiiprovided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) to comply with Section 5.01 hereof;of the Code); (iv) to provide add Guarantees with respect to the assumption Notes, including any Subsidiary Guarantee (including, upon consummation of the Issuer’s Acquisition, the Guarantee of the SD Guarantor pursuant to Section 4.11(a)) or any Guarantor’s obligations to secure the Holders;Notes; (v) to make any change that would provide any additional rights or benefits add to the Holders covenants or that does not materially adversely affect (as determined in good faith by other obligations of the Issuer) the legal rights under this Indenture of Issuer or any such Holder; (vi) to add covenants Guarantor for the benefit of the Holders or to surrender any right or power herein conferred upon the Issuer or any Guarantor;Guarantor; (vi) to make any change that would provide additional rights or benefits to the holders of Notes or that does not adversely affect the rights of any Holder in any material respect; (vii) to comply with requirements any requirement of the SEC in order to effect connection with qualifying, or maintain maintaining the qualification of of, this Indenture under the Trust Indenture Act, if applicable (it being agreed that this Indenture need not qualify under the Trust Indenture Act);TIA; (viii) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee hereunder pursuant to the requirements hereof; (ix) to add a Guarantor or co-obligor under this Indenture or to release a Guarantor in accordance with the terms of this Indenture; (x) to conform the text of this Indenture, Guarantees, the Notes, the Notes Security Documents and the Intercreditor Agreements or any Subsidiary Guarantee to any provision of contained in the Offering Memorandum under the heading “Description of the Unsecured Notes” section of the Offering Memorandum to the extent that such provision in such the “Description of the Unsecured Notes” section was intended to be a verbatim recitation of a provision of this Indenture, Guarantee, the Notes, the Notes Security Documents and the Intercreditor Agreements as provided to the Trustee in an Officer’s Certificate;or such Subsidiary Guarantee; (xiix) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, to facilitate the issuance and administration of the Notes; Notes; provided, however, that (A) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any other applicable securities law and (B) such amendment does not materially and adversely affect the rights of Holders to transfer Notes;Notes except as required to conform to applicable securities laws; (xiix) to evidence and provide for the acceptance and appointment of a successor trustee under this Indenture pursuant to the requirements thereof; or (xi) to provide for the issuance of the Exchange Notes or Additional Notes in accordance with the terms of this Indenture; (xiii) to make, complete or confirm any grant of Collateral permitted or required by this Indenture, any of the Notes Security Documents or the Intercreditor Agreements or any release of Collateral pursuant to the terms of this Indenture, any of the Notes Security Documents or the Intercreditor Agreements; (xiv) to secure additional extensions of credit and add additional secured creditors holding other First Lien Obligations so long as such First Lien Obligations are not prohibited by the provisions of this Indenture or any other then-existing First Lien Debt Documents; (xv) to add additional assets as Collateral; or (xvi) to add provisions to this Indenture and a new form of Note to permit the issuance by the Issuer or a Subsidiary thereof of escrow notes under this Indenture, which may have different terms than other Notes issued under this Indenture so long as the proceeds of such notes remain in escrow (including, but not limited to, separate collateral, different or no guarantees and special mandatory redemption provisions). (b) The Holders will be deemed to have consented for purposes of this Indenture, the Notes Security Documents and the Equal Priority Intercreditor Agreement (and, if applicable, a Junior Lien Intercreditor Agreement) to any of the following amendments and other modifications to this Indenture, the Notes Security Documents or the Equal Priority Intercreditor Agreement (or, if applicable, a Junior Lien Intercreditor Agreement) and the entry into a Junior Lien Intercreditor Agreement: (i) to effect any amendment or supplement to the Equal Priority Intercreditor Agreement or any other Intercreditor Agreement that is for the purpose of adding the holders of First Lien Obligations or Indebtedness secured on a junior basis to the Notes or any other Indebtedness that is permitted under Section 4.09 and is Secured Indebtedness (or a representative with respect thereto) as parties thereto, as expressly contemplated by the terms of such Intercreditor Agreement, as applicable (it being understood that any such amendment, modification or supplement may make such other changes to the Equal Priority Intercreditor Agreement or any other applicable Intercreditor Agreement as, in the good faith determination of the Bank Collateral Agent, are required to effectuate the foregoing and provided that such other changes are not adverse, in any material respect, to the interests of the Holders); (ii) to enter into any Junior Lien Intercreditor Agreement or any Equal Priority Intercreditor Agreement or to any restatement or replacement thereof or to effect the Equal Priority Intercreditor Amendments or other Intercreditor Amendments; or (iii) that is expressly contemplated by any Intercreditor Agreement or this Indenture. (c) The Notes Collateral Agent is hereby authorized and directed to enter into the Equal Priority Intercreditor Agreement and any other Intercreditor Agreement to the extent contemplated by the terms of this Indenture without the consent of any Holder, and by accepting a Note, each Holder will be deemed to have acknowledged that such Intercreditor Agreement is binding upon them. By accepting a Note, each Holder will be deemed to have (a) agreed that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreements, (b) authorized and instructed the Notes Collateral Agent to enter into the Equal Priority Intercreditor Agreement and to subject the Liens on the Collateral to the provisions thereof and (c) without any further consent of such Holder, authorized and instructed the Notes Collateral Agent to execute and deliver on behalf of itself, the Trustee and the Holders the Equal Priority Intercreditor Agreement, any other intercreditor agreement or any amendment (or amendment and restatement) to the Notes Security Documents or an Intercreditor Agreement contemplated by this Indenture. In connection with any such amendment of the Equal Priority Intercreditor Agreement or any other Intercreditor Agreements, the Issuer shall provide an Officer’s Certificate to the Notes Collateral Agent stating that such amendment complies with and/or is permitted by this Indenture, on which the Notes Collateral Agent shall be entitled to conclusively rely without any investigation. In addition, by accepting a Note, each Holder will be deemed to have authorized and directed the Notes Collateral Agent to enter into (i) any amendments to the Equal Priority Intercreditor Agreement and any other Intercreditor Agreements, and (ii) any other intercreditor arrangements, in the case of clauses (i), and (ii) to the extent required to give effect to the establishment of intercreditor rights and privileges as contemplated and required or permitted by the Indenture (the “Other Intercreditor Amendments”). (d) Upon the request of the Issuer accompanied by a resolution of the Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof (to the extent requested by the Trustee), the Trustee shall join with the Issuer and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall have the right, but not be obligated to, enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, neither an Opinion of Counsel nor an Officer’s Certificate shall be required in connection with the addition of a Guarantor under this Indenture upon execution and delivery by such Guarantor and the Trustee of a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, provided that the execution thereof shall be deemed a representation by such Guarantor(s) that all conditions precedent and covenants, if any, relating to the execution of such supplemental indenture have been satisfied, provided that the execution thereof shall be deemed a representation by such Guarantor(s) that all conditions precedent and covenants, if any, relating to the execution of such supplemental indenture have been satisfied and the supplemental indenture is enforceable in accordance with its terms subject to (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and similar laws affecting the rights and remedies of creditors generally and (ii) general principles of equity.

Without Consent of Holders. (a) Notwithstanding Section 9.02 hereofThe Issuer, the Issuer, any Guarantor (with respect to a Guarantee or this Indenture to which it is a party) Guarantors and the Trustee may amend or supplement this Indenture, any Guarantee, the Notes, Securities and the Notes Security Document Guarantees without notice to or the Intercreditor Agreements (including in each case, if applicable, the form of agreements attached thereto as exhibits) without the consent of any HolderSecurityholder: (i1) to cure any ambiguity, omission, mistakedefect, defect mistake or inconsistency; (ii2) to provide for the assumption by a successor corporation, partnership, trust or limited liability company of the obligations of the Parent Guarantor, the Issuer or any Subsidiary Guarantor under this Indenture and the Securities; (3) to provide for or facilitate the issuance of uncertificated Notes Securities in addition to or in place of certificated NotesSecurities; provided, however, that the uncertificated Securities are issued in registered form for purposes of Section 163(f) of the Code; (iii4) to comply add Guarantors with Section 5.01 hereofrespect to the Securities, including Subsidiary Guarantors, or release a Subsidiary Guarantor from its Subsidiary Guarantee and terminate such Subsidiary Guarantee; provided that the release and termination is in accordance with the applicable provisions of this Indenture; (iv5) to provide secure the assumption of Securities or the Issuer’s or any Guarantor’s obligations to the HoldersGuarantees; (v) to make any change that would provide any additional rights or benefits to the Holders or that does not materially adversely affect (as determined in good faith by the Issuer) the legal rights under this Indenture of any such Holder; (vi6) to add covenants of the Parent Guarantor, the Issuer or a Subsidiary Guarantor for the benefit of of, or to make changes that would provide additional rights to, the Holders or to surrender any right or power herein conferred upon the Parent Guarantor, the Issuer or any a Subsidiary Guarantor; (vii7) to make any change that does not adversely affect the legal rights under this Indenture of any Securityholder, provided, however, that any change made to conform this Indenture to the “Description of Notes” contained in the Offering Memorandum shall not be deemed to adversely affect such legal rights; (8) to comply with requirements any requirement of the SEC in order to effect or maintain the connection with any required qualification of this Indenture under the Trust Indenture Act, if applicable (it being agreed that this Indenture need not qualify under the Trust Indenture Act)TIA; (viii9) to evidence and provide for the acceptance and of an appointment under this Indenture of a successor Trustee; provided that the successor Trustee hereunder pursuant is otherwise qualified and eligible to the requirements hereof; (ix) to add a Guarantor or co-obligor act as such under this Indenture or to release a Guarantor in accordance with the terms of this Indenture;; or (x) to conform the text of this Indenture, Guarantees, the Notes, the Notes Security Documents and the Intercreditor Agreements to any provision of the “Description of Notes” section of the Offering Memorandum to the extent that such provision in such “Description of Notes” section was intended to be a verbatim recitation of a provision of this Indenture, Guarantee, the Notes, the Notes Security Documents and the Intercreditor Agreements as provided to the Trustee in an Officer’s Certificate; (xi) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, to facilitate the issuance and administration of the Notes; provided, (A) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (B) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (xii10) to provide for the issuance of Additional Notes Securities in accordance with the terms of this Indenture; (xiii) to make, complete or confirm any grant of Collateral permitted or required by this Indenture, any of the Notes Security Documents or the Intercreditor Agreements or any release of Collateral pursuant to the terms of this Indenture, any of the Notes Security Documents or the Intercreditor Agreements; (xiv) to secure additional extensions of credit and add additional secured creditors holding other First Lien Obligations so long as such First Lien Obligations are not prohibited by the provisions of this Indenture or any other then-existing First Lien Debt Documents; (xv) to add additional assets as Collateral; or (xvi) to add provisions to this Indenture and a new form of Note to permit the issuance by the Issuer or a Subsidiary thereof of escrow notes under this Indenture, which may have different terms than other Notes issued under this Indenture so long as the proceeds of such notes remain limitations set forth in escrow (including, but not limited to, separate collateral, different or no guarantees and special mandatory redemption provisions). (b) The Holders will be deemed to have consented for purposes of this Indenture, the Notes Security Documents and the Equal Priority Intercreditor Agreement (and, if applicable, a Junior Lien Intercreditor Agreement) to any of the following amendments and other modifications to this Indenture, the Notes Security Documents or the Equal Priority Intercreditor Agreement (or, if applicable, a Junior Lien Intercreditor Agreement) and the entry into a Junior Lien Intercreditor Agreement: (i) to effect any amendment or supplement to the Equal Priority Intercreditor Agreement or any other Intercreditor Agreement that is for the purpose of adding the holders of First Lien Obligations or Indebtedness secured on a junior basis to the Notes or any other Indebtedness that is permitted under Section 4.09 and is Secured Indebtedness (or a representative with respect thereto) as parties thereto, as expressly contemplated by the terms of such Intercreditor Agreement, as applicable (it being understood that any such amendment, modification or supplement may make such other changes to the Equal Priority Intercreditor Agreement or any other applicable Intercreditor Agreement as, in the good faith determination of the Bank Collateral Agent, are required to effectuate the foregoing and provided that such other changes are not adverse, in any material respect, to the interests of the Holders); (ii) to enter into any Junior Lien Intercreditor Agreement or any Equal Priority Intercreditor Agreement or to any restatement or replacement thereof or to effect the Equal Priority Intercreditor Amendments or other Intercreditor Amendments; or (iii) that is expressly contemplated by any Intercreditor Agreement or this Indenture. (c) The Notes Collateral Agent is hereby authorized and directed to enter into the Equal Priority Intercreditor Agreement and any other Intercreditor Agreement to the extent contemplated by the terms of this Indenture without the consent of any Holder, and by accepting a Note, each Holder will be deemed to have acknowledged that such Intercreditor Agreement is binding upon them. By accepting a Note, each Holder will be deemed to have (a) agreed that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreements, (b) authorized and instructed the Notes Collateral Agent to enter into the Equal Priority Intercreditor Agreement and to subject the Liens on the Collateral to the provisions thereof and (c) without any further consent of such Holder, authorized and instructed the Notes Collateral Agent to execute and deliver on behalf of itself, the Trustee and the Holders the Equal Priority Intercreditor Agreement, any other intercreditor agreement or any amendment (or amendment and restatement) to the Notes Security Documents or an Intercreditor Agreement contemplated by this Indenture. In connection with any such amendment of the Equal Priority Intercreditor Agreement or any other Intercreditor Agreements, the Issuer shall provide an Officer’s Certificate to the Notes Collateral Agent stating that such amendment complies with and/or is permitted by this Indenture, on which the Notes Collateral Agent shall be entitled to conclusively rely without any investigation. In addition, by accepting a Note, each Holder will be deemed to have authorized and directed the Notes Collateral Agent to enter into (i) any amendments to the Equal Priority Intercreditor Agreement and any other Intercreditor Agreements, and (ii) any other intercreditor arrangements, in the case of clauses (i), and (ii) to the extent required to give effect to the establishment of intercreditor rights and privileges as contemplated and required or permitted by the Indenture (the “Other Intercreditor Amendments”). (d) Upon the request of the Issuer accompanied by a resolution of the Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof (to the extent requested by the Trustee), the Trustee shall join with the Issuer and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall have the right, but not be obligated to, enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, neither an Opinion of Counsel nor an Officer’s Certificate shall be required in connection with the addition of a Guarantor under this Indenture upon execution and delivery by such Guarantor and the Trustee of a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, provided that the execution thereof shall be deemed a representation by such Guarantor(s) that all conditions precedent and covenants, if any, relating to the execution of such supplemental indenture have been satisfied, provided that the execution thereof shall be deemed a representation by such Guarantor(s) that all conditions precedent and covenants, if any, relating to the execution of such supplemental indenture have been satisfied and the supplemental indenture is enforceable in accordance with its terms subject to (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and similar laws affecting the rights and remedies of creditors generally and (ii) general principles of equity.

Without Consent of Holders. (a) Notwithstanding Section 9.02 hereof, the The Issuer, any Guarantor (with respect to a Guarantee or this Indenture to which it is a party) and the Trustee Trustee, together, may amend or supplement this Indenture, the Securities or any Guarantee, the Notes, the Notes Security Document Guarantee without notice to or the Intercreditor Agreements (including in each case, if applicable, the form of agreements attached thereto as exhibits) without the consent of any HolderSecurityholder: (i) to cure any ambiguity, omission, mistake, defect or inconsistency, so long as such change does not, in the good faith determination of the Board of Directors of the Company, adversely affect the rights of any of the Holders in any material respect. In formulating its determination on such matters, the Board of Directors of the Company will be entitled to rely on such evidence as it deems appropriate; (ii) to evidence the succession in accordance with Article Five of another Person to the Company or a Guarantor and the assumption by any such successor of the covenants of the Company or such Guarantor herein and in the Securities; (iii) to provide for uncertificated Notes Securities in addition to or in place of certificated Notes; (iii) to comply with Section 5.01 hereofSecurities; (iv) to make any other change that would provide the assumption of the Issuer’s additional benefit or any Guarantor’s obligations rights to the HoldersSecurityholders or that does not adversely affect the rights of any Securityholders hereunder in any material respect; (v) to make comply with any change that would provide any additional rights or benefits to requirements of the Holders or that does not materially adversely affect (as determined Commission in good faith by connection with the Issuer) the legal rights under qualification of this Indenture of any such Holderunder the TIA; (vi) to add covenants for the benefit of the Holders or to surrender release any right or power conferred upon the Issuer or any Guarantor; (vii) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act, if applicable (it being agreed that this Indenture need not qualify under the Trust Indenture Act); (viii) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee hereunder pursuant to the requirements hereof; (ix) to add a Guarantor or co-obligor under this Indenture or to release a Guarantor in accordance with the terms of this Indenture; (x) to conform the text of this Indenture, Guarantees, the Notes, the Notes Security Documents and the Intercreditor Agreements to any provision of the “Description of Notes” section of the Offering Memorandum to the extent that such provision in such “Description of Notes” section was intended to be a verbatim recitation of a provision of this Indenture, Guarantee, the Notes, the Notes Security Documents and the Intercreditor Agreements as provided to the Trustee in an Officer’s Certificate; (xi) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, to facilitate the issuance and administration of the Notes; provided, (A) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (B) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (xii) to provide for the issuance of Additional Notes in accordance with the terms of this Indenture; (xiii) to make, complete or confirm any grant of Collateral permitted or required by this Indenture, any of the Notes Security Documents or the Intercreditor Agreements or any release of Collateral pursuant to the terms of this Indenture, any ; or (vii) to provide for issuance of the Exchange Notes, which will have terms substantially identical in all material respects to the Initial Notes Security Documents (except that the transfer restrictions contained in the Initial Notes will be modified or eliminated, as appropriate), and which will be treated together with any outstanding Initial Notes, as a single issue of securities, provided that for purposes of this clause (vii), the Intercreditor Agreements; terms Initial Notes and Exchange Notes, shall include any other Securities issued in accordance with clause (xiviii) of the fourth paragraph of Section 2.2 or Securities issued in exchange therefor which are identical in all material respects to secure additional extensions such Securities (except that the transfer restrictions on the Securities issued in exchange for Securities issued in accordance with clause (iii) of credit the fourth paragraph of Section 2.2 shall be modified or eliminated, as appropriate); provided that the Company has delivered to the Trustee an Opinion of Counsel and add additional secured creditors holding other First Lien Obligations so long as an Officers’ Certificate, each stating that such First Lien Obligations are not prohibited by amendment or supplement complies with the provisions of this Indenture or any other then-existing First Lien Debt Documents; (xv) to add additional assets as Collateral; or (xvi) to add provisions to this Indenture and a new form of Note to permit the issuance by the Issuer or a Subsidiary thereof of escrow notes under this IndentureSection 9.1. In addition, which may have different terms than other Notes issued under this Indenture so long as the proceeds of such notes remain in escrow (including, but not limited to, separate collateral, different or no guarantees and special mandatory redemption provisions). (b) The Holders will be deemed to have consented for purposes of this Indenture, the Notes Security Documents and the Equal Priority Intercreditor Agreement (and, if applicable, a Junior Lien Intercreditor Agreement) to any of the following amendments and other modifications to this Indenture, the Notes Security Documents or the Equal Priority Intercreditor Agreement (or, if applicable, a Junior Lien Intercreditor Agreement) and the entry into a Junior Lien Intercreditor Agreement: (i) to effect any amendment or supplement to the Equal Priority Intercreditor Agreement or any other Intercreditor Agreement that is for the purpose of adding the holders of First Lien Obligations or Indebtedness secured on a junior basis to the Notes or any other Indebtedness that is permitted under Section 4.09 and is Secured Indebtedness (or a representative with respect thereto) as parties thereto, as expressly contemplated by the terms of such Intercreditor Agreement, as applicable (it being understood that any such amendment, modification or supplement may make such other changes to the Equal Priority Intercreditor Agreement or any other applicable Intercreditor Agreement as, in the good faith determination of the Bank Collateral Agent, are required to effectuate the foregoing and provided that such other changes are not adverse, in any material respect, to the interests of the Holders); (ii) to enter into any Junior Lien Intercreditor Agreement or any Equal Priority Intercreditor Agreement or to any restatement or replacement thereof or to effect the Equal Priority Intercreditor Amendments or other Intercreditor Amendments; or (iii) that is expressly contemplated by any Intercreditor Agreement or this Indenture. (c) The Notes Collateral Agent is hereby authorized and directed to enter into the Equal Priority Intercreditor Agreement and any other Intercreditor Agreement to the extent contemplated by the terms of this Indenture without the consent of any Holderthe Holders of the Securities, the Company, the Guarantors and by accepting a Note, each Holder will be deemed the Trustee may amend this Indenture to have acknowledged that such Intercreditor Agreement is binding upon them. By accepting a Note, each Holder will be deemed to have (a) agreed that conform it will be bound by and will take no actions contrary to the provisions “Description of the Intercreditor Agreements, (b) authorized and instructed Notes” contained in the Notes Collateral Agent to enter into the Equal Priority Intercreditor Agreement and to subject the Liens on the Collateral to the provisions thereof and (c) without any further consent of such Holder, authorized and instructed the Notes Collateral Agent to execute and deliver on behalf of itselfOffering Circular. In making its determination, the Trustee and the Holders the Equal Priority Intercreditor Agreement, any other intercreditor agreement or any amendment (or amendment and restatement) to the Notes Security Documents or an Intercreditor Agreement contemplated by this Indenture. In connection with any such amendment of the Equal Priority Intercreditor Agreement or any other Intercreditor Agreements, the Issuer shall provide an OfficerIssuer’s Certificate to the Notes Collateral Agent stating that such amendment complies with and/or is permitted by this Indenture, on which the Notes Collateral Agent shall be entitled to conclusively rely without any investigation. In addition, by accepting a Note, each Holder will be deemed to have authorized and directed the Notes Collateral Agent to enter into (i) any amendments to the Equal Priority Intercreditor Agreement and any other Intercreditor Agreements, and (ii) any other intercreditor arrangements, in the case of clauses (i), and (ii) to the extent required to give effect to the establishment of intercreditor rights and privileges as contemplated and required or permitted by the Indenture (the “Other Intercreditor Amendments”). (d) Upon the request of the Issuer accompanied by a resolution of the Board of Directors authorizing the execution of any may rely on such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof (to the extent requested by the Trustee), the Trustee shall join with the Issuer and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall have the right, but not be obligated to, enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, neither an Opinion of Counsel nor an Officer’s Certificate shall be required in connection with the addition of a Guarantor under this Indenture upon execution and delivery by such Guarantor and the Trustee of a supplemental indenture to this Indenture, the form of which is attached evidence as Exhibit D hereto, provided that the execution thereof shall be deemed a representation by such Guarantor(s) that all conditions precedent and covenants, if any, relating to the execution of such supplemental indenture have been satisfied, provided that the execution thereof shall be deemed a representation by such Guarantor(s) that all conditions precedent and covenants, if any, relating to the execution of such supplemental indenture have been satisfied and the supplemental indenture is enforceable in accordance with its terms subject to (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and similar laws affecting the rights and remedies of creditors generally and (ii) general principles of equityit deems appropriate.

Without Consent of Holders. (a) Notwithstanding Section 9.02 hereof, the Issuer, any Guarantor (with respect to a Guarantee or this Indenture to which it is a party) The Company and the Trustee may amend or supplement this Indenture, any Guarantee, the Notes, the Notes Security Document Indenture or the Intercreditor Agreements (including in each case, if applicable, the form Securities of agreements attached thereto as exhibits) one or more Series without the consent of any HolderSecurityholder: (ia) to cure any ambiguity, omission, mistake, defect or inconsistency; (iib) to provide for uncertificated Notes Securities in addition to or in place of certificated NotesSecurities; (iii) to comply with Section 5.01 hereof; (ivc) to provide for the assumption of the Issuer’s or any Guarantor’s Company's obligations to holders of any debt security in the Holderscase of a merger or consolidation or sale of all or substantially all of its assets; (vd) to make any change that would provide any additional rights or benefits to the Holders holders of securities or that does not materially adversely affect (as determined in good faith by the Issuer) the legal rights under this Indenture of any such Holderholder; (vi) to add covenants for the benefit of the Holders or to surrender any right or power conferred upon the Issuer or any Guarantor; (viie) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act, if applicable (it being agreed that this Indenture need not qualify under the Trust Indenture Act)TIA; (viii) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee hereunder pursuant to the requirements hereof; (ix) to add a Guarantor or co-obligor under this Indenture or to release a Guarantor in accordance with the terms of this Indenture; (xf) to conform the text of this Indenture, Guarantees, the Notes, the Notes Security Documents and the Intercreditor Agreements Indenture to any provision in connection with a description of the “Description of Notes” section of the Offering Memorandum Debt Securities to the extent that such provision in such “Description the description of Notes” section the Debt Securities was intended to be a verbatim recitation of a provision of this Indenture, Guarantee, the Notes, the Notes Security Documents and the Intercreditor Agreements as provided to the Trustee in an Officer’s Certificate; (xi) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, to facilitate the issuance and administration of the Notes; provided, (A) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (B) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (xiig) to provide for the issuance of Additional Notes additional Securities in accordance with the limitations set forth in this Indenture as of the date of the indenture; (h) to add guarantees with respect to the Securities of any Series and allow any guarantor to execute a supplemental indenture with respect to debt securities and to release guarantors in accordance with the terms of this Indenture; (xiii) to make, complete or confirm any grant of Collateral permitted or required by this Indenture, any of the Notes Security Documents or the Intercreditor Agreements or any release of Collateral pursuant to the terms of this Indenture, any of the Notes Security Documents or the Intercreditor Agreements; (xiv) to secure additional extensions of credit and add additional secured creditors holding other First Lien Obligations so long as such First Lien Obligations are not prohibited by the provisions of this Indenture or any other then-existing First Lien Debt Documents; (xv) to add additional assets as Collateral; or (xvi) to add provisions to this Indenture and a new form of Note to permit the issuance by the Issuer or a Subsidiary thereof of escrow notes under this Indenture, which may have different terms than other Notes issued under this Indenture so long as the proceeds of such notes remain in escrow (including, but not limited to, separate collateral, different or no guarantees and special mandatory redemption provisions). (b) The Holders will be deemed to have consented for purposes of this Indenture, the Notes Security Documents and the Equal Priority Intercreditor Agreement (and, if applicable, a Junior Lien Intercreditor Agreement) to any of the following amendments and other modifications to this Indenture, the Notes Security Documents or the Equal Priority Intercreditor Agreement (or, if applicable, a Junior Lien Intercreditor Agreement) and the entry into a Junior Lien Intercreditor Agreement: (i) to effect add additional obligors under this Indenture and the Securities. The consent of holders is not necessary under this Indenture to approve the particular form of any amendment or supplement to proposed amendment. It is sufficient if such consent approves the Equal Priority Intercreditor Agreement or any other Intercreditor Agreement that is for the purpose of adding the holders of First Lien Obligations or Indebtedness secured on a junior basis to the Notes or any other Indebtedness that is permitted under Section 4.09 and is Secured Indebtedness (or a representative with respect thereto) as parties thereto, as expressly contemplated by the terms of such Intercreditor Agreement, as applicable (it being understood that any such amendment, modification or supplement may make such other changes to the Equal Priority Intercreditor Agreement or any other applicable Intercreditor Agreement as, in the good faith determination substance of the Bank Collateral Agent, are required to effectuate the foregoing and provided that such other changes are not adverse, in any material respect, to the interests of the Holders); (ii) to enter into any Junior Lien Intercreditor Agreement or any Equal Priority Intercreditor Agreement or to any restatement or replacement thereof or to effect the Equal Priority Intercreditor Amendments or other Intercreditor Amendments; or (iii) that is expressly contemplated by any Intercreditor Agreement or this Indenture. (c) The Notes Collateral Agent is hereby authorized and directed to enter into the Equal Priority Intercreditor Agreement and any other Intercreditor Agreement to the extent contemplated by the terms of this Indenture without the consent of any Holder, and by accepting a Note, each Holder will be deemed to have acknowledged that such Intercreditor Agreement is binding upon themproposed amendment. By accepting a Note, each Holder will be deemed to have (a) agreed that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreements, (b) authorized and instructed the Notes Collateral Agent to enter into the Equal Priority Intercreditor Agreement and to subject the Liens on the Collateral to the provisions thereof and (c) without any further consent of such Holder, authorized and instructed the Notes Collateral Agent to execute and deliver on behalf of itself, the Trustee and the Holders the Equal Priority Intercreditor Agreement, any other intercreditor agreement or any amendment (or amendment and restatement) to the Notes Security Documents or an Intercreditor Agreement contemplated by this Indenture. In connection with any such amendment of the Equal Priority Intercreditor Agreement or any other Intercreditor Agreements, the Issuer shall provide an Officer’s Certificate to the Notes Collateral Agent stating that such amendment complies with and/or is permitted by this Indenture, on which the Notes Collateral Agent shall be entitled to conclusively rely without any investigation. In addition, by accepting a Note, each Holder will be deemed to have authorized and directed the Notes Collateral Agent to enter into (i) any amendments to the Equal Priority Intercreditor Agreement and any other Intercreditor Agreements, and (ii) any other intercreditor arrangements, in the case of clauses (i), and (ii) to the extent required to give effect to the establishment of intercreditor rights and privileges as contemplated and required or permitted by the Indenture (the “Other Intercreditor Amendments”). (d) Upon the request of the Issuer Company accompanied by a resolution of the its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof (to the extent requested by the Trustee)7.2(b) hereof, the Trustee shall will join with the Issuer and the Guarantors Company in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall have the right, but will not be obligated to, to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, neither an Opinion of Counsel nor an Officer’s Certificate shall be required in connection with the addition of a Guarantor under this Indenture upon execution and delivery by such Guarantor and the Trustee of a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, provided that the execution thereof shall be deemed a representation by such Guarantor(s) that all conditions precedent and covenants, if any, relating to the execution of such supplemental indenture have been satisfied, provided that the execution thereof shall be deemed a representation by such Guarantor(s) that all conditions precedent and covenants, if any, relating to the execution of such supplemental indenture have been satisfied and the supplemental indenture is enforceable in accordance with its terms subject to (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and similar laws affecting the rights and remedies of creditors generally and (ii) general principles of equity.

Without Consent of Holders. (a) Notwithstanding Section 9.02 hereofGrupo Aval Limited and Grupo Aval, the Issuerwhen authorized by a Board Resolution, any Guarantor (with respect to a Guarantee or this Indenture to which it is a party) and the Trustee may amend or supplement this Indenture, any Guarantee, the Notes, the Notes Security Document or the Intercreditor Agreements (including in each caseGuarantees, if applicable, the form of agreements attached thereto as exhibits) without the notice to or consent or vote of any HolderHolder for the following purposes: (i) to cure any ambiguity, omission, mistake, defect or inconsistencyinconsistency (including, without limitation, any inconsistency between the text of the Indenture, the Notes or the Guarantees and the description of this Indenture, the Notes or the Guarantees contained in the “Description of the Notes” section of the Offering Memorandum); (ii) to provide for uncertificated Notes in addition to or in place of certificated Notescomply with Article V hereof; (iii) to comply add guarantees or collateral with Section 5.01 hereofrespect to the Notes; (iv) to provide add to the assumption covenants of Grupo Aval Limited or Grupo Aval for the Issuer’s or any Guarantor’s obligations to benefit of the Holders; (v) to make surrender any change that would provide any additional rights right herein conferred upon Grupo Aval Limited or benefits to the Holders or that does not materially adversely affect (as determined in good faith by the Issuer) the legal rights under this Indenture of any such HolderGrupo Aval; (vi) to add covenants for the benefit of the Holders or to surrender any right or power conferred upon the Issuer or any Guarantor; (vii) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act, if applicable (it being agreed that this Indenture need not qualify under the Trust Indenture Act); (viii) to evidence and provide for the acceptance and of an appointment under this Indenture of by a successor Trustee hereunder pursuant to the requirements hereofTrustee; (ixvii) to add a Guarantor or co-obligor under this Indenture or to release a Guarantor in accordance with provide for the terms issuance of this Indenture;additional Notes; or (x) to conform the text of this Indenture, Guarantees, the Notes, the Notes Security Documents and the Intercreditor Agreements to any provision of the “Description of Notes” section of the Offering Memorandum to the extent that such provision in such “Description of Notes” section was intended to be a verbatim recitation of a provision of this Indenture, Guarantee, the Notes, the Notes Security Documents and the Intercreditor Agreements as provided to the Trustee in an Officer’s Certificate; (xiviii) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, to facilitate the issuance and administration of the Notes; provided, (A) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (B) such amendment other change that does not materially and adversely affect the rights of Holders to transfer Notes; (xii) to provide for the issuance of Additional Notes any Holder; provided that, in accordance with the terms of this Indenture; (xiii) to makeeach case above, complete or confirm any grant of Collateral permitted or required by this Indenture, any of the Notes Security Documents or the Intercreditor Agreements or any release of Collateral pursuant Grupo Aval Limited shall have delivered to the terms Trustee an Opinion of this IndentureCounsel and an Officers’ Certificate, any of the Notes Security Documents each stating that such amendment or the Intercreditor Agreements; (xiv) to secure additional extensions of credit and add additional secured creditors holding other First Lien Obligations so long as such First Lien Obligations are not prohibited by supplement complies with the provisions of this Indenture or any other then-existing First Lien Debt Documents; (xv) to add additional assets as Collateral; or (xvi) to add provisions to this Indenture and a new form of Note to permit the issuance by the Issuer or a Subsidiary thereof of escrow notes under this Indenture, which may have different terms than other Notes issued under this Indenture so long as the proceeds of such notes remain in escrow (including, but not limited to, separate collateral, different or no guarantees and special mandatory redemption provisions). (b) The Holders will be deemed to have consented for purposes of this Indenture, the Notes Security Documents and the Equal Priority Intercreditor Agreement (and, if applicable, a Junior Lien Intercreditor Agreement) to any of the following amendments and other modifications to this Indenture, the Notes Security Documents or the Equal Priority Intercreditor Agreement (or, if applicable, a Junior Lien Intercreditor Agreement) and the entry into a Junior Lien Intercreditor Agreement: (i) to effect any amendment or supplement to the Equal Priority Intercreditor Agreement or any other Intercreditor Agreement that is for the purpose of adding the holders of First Lien Obligations or Indebtedness secured on a junior basis to the Notes or any other Indebtedness that is permitted under Section 4.09 and is Secured Indebtedness (or a representative with respect thereto) as parties thereto, as expressly contemplated by the terms of such Intercreditor Agreement, as applicable (it being understood that any such amendment, modification or supplement may make such other changes to the Equal Priority Intercreditor Agreement or any other applicable Intercreditor Agreement as, in the good faith determination of the Bank Collateral Agent, are required to effectuate the foregoing and provided that such other changes are not adverse, in any material respect, to the interests of the Holders); (ii) to enter into any Junior Lien Intercreditor Agreement or any Equal Priority Intercreditor Agreement or to any restatement or replacement thereof or to effect the Equal Priority Intercreditor Amendments or other Intercreditor Amendments; or (iii) that is expressly contemplated by any Intercreditor Agreement or this Indenture. (c) The Notes Collateral Agent is hereby authorized and directed to enter into the Equal Priority Intercreditor Agreement and any other Intercreditor Agreement to the extent contemplated by the terms of this Indenture without the consent of any Holder, and by accepting a Note, each Holder will be deemed to have acknowledged that such Intercreditor Agreement is binding upon them9.1. By accepting a Note, each Holder will be deemed to have (a) agreed that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreements, (b) authorized and instructed the Notes Collateral Agent to enter into the Equal Priority Intercreditor Agreement and to subject the Liens on the Collateral to the provisions thereof and (c) without any further consent of such Holder, authorized and instructed the Notes Collateral Agent to execute and deliver on behalf of itself, the Trustee and the Holders the Equal Priority Intercreditor Agreement, any other intercreditor agreement or any amendment (or amendment and restatement) to the Notes Security Documents or an Intercreditor Agreement contemplated by this Indenture. In connection with any such amendment of the Equal Priority Intercreditor Agreement or any other Intercreditor Agreements, the Issuer shall provide an Officer’s Certificate to the Notes Collateral Agent stating that such amendment complies with and/or is permitted by this Indenture, on which the Notes Collateral Agent shall be entitled to conclusively rely without any investigation. In addition, by accepting a Note, each Holder will be deemed to have authorized and directed the Notes Collateral Agent to enter into (i) any amendments to the Equal Priority Intercreditor Agreement and any other Intercreditor Agreements, and (ii) any other intercreditor arrangements, in the case of clauses (i), and (ii) to the extent required to give effect to the establishment of intercreditor rights and privileges as contemplated and required or permitted by the Indenture (the “Other Intercreditor Amendments”). (d) Upon the written request of the Issuer Grupo Aval Limited, accompanied by a resolution copy of the a Board of Directors Resolution authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof (to the extent requested by the Trustee)9.6, the Trustee shall join with the Issuer Grupo Aval Limited and the Guarantors Grupo Aval in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that which may be therein contained, but the Trustee shall have the right, but not be obligated to, to enter into any such amended or supplemental indenture that which affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, neither After an Opinion of Counsel nor an Officer’s Certificate shall be required in connection with the addition of a Guarantor amendment under this Indenture upon execution and delivery by Section 9.1 becomes effective, Grupo Aval Limited or Grupo Aval shall mail to Holders a notice briefly describing such Guarantor and amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the Trustee validity of a supplemental indenture to an amendment under this Indenture, the form of which is attached as Exhibit D hereto, provided that the execution thereof shall be deemed a representation by such Guarantor(s) that all conditions precedent and covenants, if any, relating to the execution of such supplemental indenture have been satisfied, provided that the execution thereof shall be deemed a representation by such Guarantor(s) that all conditions precedent and covenants, if any, relating to the execution of such supplemental indenture have been satisfied and the supplemental indenture is enforceable in accordance with its terms subject to (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and similar laws affecting the rights and remedies of creditors generally and (ii) general principles of equitySection 9.1.

Without Consent of Holders. (a) Notwithstanding Section 9.02 hereof, the Issuer, any Guarantor (with respect to a Guarantee or this Indenture to which it is a party) and the Trustee may amend or supplement this Indenture, any Guarantee, the Notes, Guarantee or the Notes Security Document or the Intercreditor Agreements (including in each case, if applicable, the form of agreements attached thereto as exhibits) without the consent of any Holder: (i) to cure any ambiguity, omission, mistake, defect or inconsistency; (ii) to provide for uncertificated Notes in addition to or in place of certificated Notes; (iii) to comply with Section 5.01 hereof; (iv) to provide the assumption of the Issuer’s or any Guarantor’s obligations to the Holders; (v) to make any change that would provide any additional rights or benefits to the Holders or that does not materially adversely affect (as determined in good faith by the Issuer) the legal rights under this Indenture of any such Holder; (vi) to add covenants for the benefit of the Holders or to surrender any right or power conferred upon the Issuer or any Guarantor; (vii) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act, if applicable (it being agreed that this Indenture need not qualify under the Trust Indenture Act); (viii) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee hereunder pursuant to the requirements hereof; (ix) to add a Guarantor or co-obligor under this Indenture or to release a Guarantor in accordance with the terms of this Indenture; (x) to conform the text of this Indenture, Guarantees, the Notes, Guarantees or the Notes Security Documents and the Intercreditor Agreements to any provision of the “Description of Notes” section of the Offering Memorandum to the extent that such provision in such “Description of Notes” section was intended to be a verbatim recitation of a provision of this Indenture, Guarantee, the Notes, Guarantee or the Notes Security Documents and the Intercreditor Agreements as provided to the Trustee in an Officer’s Certificate; (xi) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, to facilitate the issuance and administration of the Notes; provided, (A) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (B) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (xii) to provide for the issuance of Additional Notes in accordance with the terms of this Indenture; (xiii) to make, complete or confirm any grant of Collateral permitted or required by this Indenture, any of the Notes Security Documents or the Intercreditor Agreements or any release of Collateral pursuant to the terms of this Indenture, any of the Notes Security Documents or the Intercreditor Agreements[Reserved]; (xiv) to secure additional extensions of credit and add additional secured creditors holding other First Lien Obligations so long as such First Lien Obligations are not prohibited by the provisions of this Indenture or any other then-existing First Lien Debt Documents[Reserved]; (xv) to add additional assets as Collateralsecure the Notes and/or the related Guarantees; or (xvi) to add provisions to this Indenture and a new form of Note to permit the issuance by the Issuer or a Subsidiary thereof of escrow notes under this Indenture, which may have different terms than other Notes issued under this Indenture so long as the proceeds of such notes remain in escrow (including, but not limited to, separate collateralcollateral provisions, different or no guarantees and special mandatory redemption provisions). (b) The Holders will be deemed to have consented for purposes of this Indenture, the Notes Security Documents and the Equal Priority Intercreditor Agreement (and, if applicable, a Junior Lien Intercreditor Agreement) to any of the following amendments and other modifications to this Indenture, the Notes Security Documents or the Equal Priority Intercreditor Agreement (or, if applicable, a Junior Lien Intercreditor Agreement) and the entry into a Junior Lien Intercreditor Agreement: (i) to effect any amendment or supplement to the Equal Priority Intercreditor Agreement or any other Intercreditor Agreement that is for the purpose of adding the holders of First Lien Obligations or Indebtedness secured on a junior basis to the Notes or any other Indebtedness that is permitted under Section 4.09 and is Secured Indebtedness (or a representative with respect thereto) as parties thereto, as expressly contemplated by the terms of such Intercreditor Agreement, as applicable (it being understood that any such amendment, modification or supplement may make such other changes to the Equal Priority Intercreditor Agreement or any other applicable Intercreditor Agreement as, in the good faith determination of the Bank Collateral Agent, are required to effectuate the foregoing and provided that such other changes are not adverse, in any material respect, to the interests of the Holders); (ii) to enter into any Junior Lien Intercreditor Agreement or any Equal Priority Intercreditor Agreement or to any restatement or replacement thereof or to effect the Equal Priority Intercreditor Amendments or other Intercreditor Amendments; or (iii) that is expressly contemplated by any Intercreditor Agreement or this Indenture[Reserved]. (c) The Notes Collateral Agent is hereby authorized and directed to enter into the Equal Priority Intercreditor Agreement and any other Intercreditor Agreement to the extent contemplated by the terms of this Indenture without the consent of any Holder, and by accepting a Note, each Holder will be deemed to have acknowledged that such Intercreditor Agreement is binding upon them. By accepting a Note, each Holder will be deemed to have (a) agreed that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreements, (b) authorized and instructed the Notes Collateral Agent to enter into the Equal Priority Intercreditor Agreement and to subject the Liens on the Collateral to the provisions thereof and (c) without any further consent of such Holder, authorized and instructed the Notes Collateral Agent to execute and deliver on behalf of itself, the Trustee and the Holders the Equal Priority Intercreditor Agreement, any other intercreditor agreement or any amendment (or amendment and restatement) to the Notes Security Documents or an Intercreditor Agreement contemplated by this Indenture. In connection with any such amendment of the Equal Priority Intercreditor Agreement or any other Intercreditor Agreements, the Issuer shall provide an Officer’s Certificate to the Notes Collateral Agent stating that such amendment complies with and/or is permitted by this Indenture, on which the Notes Collateral Agent shall be entitled to conclusively rely without any investigation. In addition, by accepting a Note, each Holder will be deemed to have authorized and directed the Notes Collateral Agent to enter into (i) any amendments to the Equal Priority Intercreditor Agreement and any other Intercreditor Agreements, and (ii) any other intercreditor arrangements, in the case of clauses (i), and (ii) to the extent required to give effect to the establishment of intercreditor rights and privileges as contemplated and required or permitted by the Indenture (the “Other Intercreditor Amendments”)[Reserved]. (d) Upon the request of the Issuer accompanied by a resolution of the Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof (to the extent requested by the Trustee), the Trustee shall join with the Issuer and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall have the right, but not be obligated to, enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, neither an Opinion of Counsel nor an Officer’s Certificate shall be required in connection with the addition of a Guarantor under this Indenture upon execution and delivery by such Guarantor and the Trustee of a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, provided that the execution thereof shall be deemed a representation by such Guarantor(s) that all conditions precedent and covenants, if any, relating to the execution of such supplemental indenture have been satisfied, provided that the execution thereof shall be deemed a representation by such Guarantor(s) that all conditions precedent and covenants, if any, relating to the execution of such supplemental indenture have been satisfied and the supplemental indenture is enforceable in accordance with its terms subject to (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and similar laws affecting the rights and remedies of creditors generally and (ii) general principles of equity.

Without Consent of Holders. (a) Notwithstanding Section 9.02 hereof9.02, the Issuer, any Guarantor the Trustee and (with respect to a Guarantee any amendment or this Indenture supplement to which it is a partythe Note Guarantees) and the Trustee Guarantors may amend or supplement this Indenture, any Guarantee, the Notes, the Notes Security Document or the Intercreditor Agreements (including in each case, if applicable, the form of agreements attached thereto as exhibits) Note Guarantees without the notice to or consent of any HolderNoteholder: (ia) to cure any ambiguity, omission, defect, mistake, defect error or inconsistency; (iib) to provide for the assumption by a successor of the obligations of the Issuer or any Guarantor under this Indenture; (c) to provide for uncertificated Notes in addition to or in place of certificated Notes; provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code; (iiid) to comply with Section 5.01 hereofthe rules of any applicable depositary; (ive) to provide the assumption of the Issuer’s or any Guarantor’s obligations add Guarantors with respect to the HoldersNotes or release Guarantors from their Note Guarantees in accordance with the applicable terms of this Indenture; (vf) to make any change that would secure the Notes and the Note Guarantees (and, thereafter, provide any additional rights or benefits for releases of collateral in accordance with the security documents entered into in connection therewith), to add to the Holders or that does not materially adversely affect (as determined in good faith by covenants of the Issuer) Issuer and the legal rights under this Indenture of any such Holder; (vi) to add covenants Guarantors for the benefit of the Holders or to surrender any right or power conferred upon the Issuer or any Guarantorthe Guarantors; (viig) to comply with requirements make any change that does not adversely affect the rights of any Noteholder in any material respect (as determined in good faith by the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act, if applicable (it being agreed that this Indenture need not qualify under the Trust Indenture ActIssuer); (viiih) to evidence and make such provisions as necessary (as determined in good faith by the Issuer) to provide for the acceptance and issuance of Additional Notes in accordance with this Indenture; (i) to provide for the appointment under this Indenture of a successor Trustee hereunder pursuant trustee; provided that the successor trustee is otherwise qualified and eligible to the requirements hereof; (ix) to add a Guarantor or co-obligor act as such under this Indenture or to release a Guarantor in accordance with the terms of this Indenture; (x) to conform the text of this Indenture, Guarantees, the Notes, the Notes Security Documents and the Intercreditor Agreements to any provision of the “Description of Notes” section of the Offering Memorandum to the extent that such provision in such “Description of Notes” section was intended to be a verbatim recitation of a provision of this Indenture, Guarantee, the Notes, the Notes Security Documents and the Intercreditor Agreements as provided to the Trustee in an Officer’s Certificate; (xij) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation, to facilitate the issuance and administration of the Notes; provided, however, that (Ai) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any other applicable securities law laws and (Bii) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (xii) to provide for the issuance of Additional Notes in accordance with the terms of this Indenture; (xiii) to make, complete or confirm any grant of Collateral permitted or required by this Indenture, any of the Notes Security Documents or the Intercreditor Agreements or any release of Collateral pursuant to the terms of this Indenture, any of the Notes Security Documents or the Intercreditor Agreements; (xiv) to secure additional extensions of credit and add additional secured creditors holding other First Lien Obligations so long as such First Lien Obligations are not prohibited by the provisions of this Indenture or any other then-existing First Lien Debt Documents; (xv) to add additional assets as Collateralmaterial respect; or (xvik) to add provisions to this Indenture and a new form of Note to permit the issuance by the Issuer or a Subsidiary thereof of escrow notes under this Indenture, which may have different terms than other Notes issued under this Indenture so long as the proceeds of such notes remain in escrow (including, but not limited to, separate collateral, different or no guarantees and special mandatory redemption provisions). (b) The Holders will be deemed to have consented for purposes conform any provision of this Indenture, the Notes Security Documents and or the Equal Priority Intercreditor Agreement (andNote Guarantees to the “Description of Notes” contained in the Offering Memorandum, if applicable, to the extent that such provision in the “Description of Notes” was intended to be a Junior Lien Intercreditor Agreement) to any verbatim recitation of the following amendments and other modifications to a provision of this Indenture, the Notes Security Documents or the Equal Priority Intercreditor Agreement (or, if applicable, a Junior Lien Intercreditor Agreement) and the entry into a Junior Lien Intercreditor Agreement: (i) to effect any amendment or supplement to the Equal Priority Intercreditor Agreement or any other Intercreditor Agreement that is for the purpose of adding the holders of First Lien Obligations or Indebtedness secured on a junior basis to the Notes or any other Indebtedness that is permitted under Section 4.09 and is Secured Indebtedness (or a representative with respect thereto) as parties thereto, as expressly contemplated by the terms of such Intercreditor Agreement, as applicable (it being understood that any such amendment, modification or supplement may make such other changes to the Equal Priority Intercreditor Agreement or any other applicable Intercreditor Agreement as, in the good faith determination of the Bank Collateral Agent, are required to effectuate the foregoing and provided that such other changes are not adverse, in any material respect, to the interests of the Holders); (ii) to enter into any Junior Lien Intercreditor Agreement or any Equal Priority Intercreditor Agreement or to any restatement or replacement thereof or to effect the Equal Priority Intercreditor Amendments or other Intercreditor Amendments; or (iii) that is expressly contemplated by any Intercreditor Agreement or this IndentureNote Guarantees. (c) The Notes Collateral Agent is hereby authorized and directed to enter into the Equal Priority Intercreditor Agreement and any other Intercreditor Agreement to the extent contemplated by the terms of this Indenture without the consent of any Holder, and by accepting a Note, each Holder will be deemed to have acknowledged that such Intercreditor Agreement is binding upon them. By accepting a Note, each Holder will be deemed to have (a) agreed that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreements, (b) authorized and instructed the Notes Collateral Agent to enter into the Equal Priority Intercreditor Agreement and to subject the Liens on the Collateral to the provisions thereof and (c) without any further consent of such Holder, authorized and instructed the Notes Collateral Agent to execute and deliver on behalf of itself, the Trustee and the Holders the Equal Priority Intercreditor Agreement, any other intercreditor agreement or any amendment (or amendment and restatement) to the Notes Security Documents or an Intercreditor Agreement contemplated by this Indenture. In connection with any such amendment of the Equal Priority Intercreditor Agreement or any other Intercreditor Agreements, the Issuer shall provide an Officer’s Certificate to the Notes Collateral Agent stating that such amendment complies with and/or is permitted by this Indenture, on which the Notes Collateral Agent shall be entitled to conclusively rely without any investigation. In addition, by accepting a Note, each Holder will be deemed to have authorized and directed the Notes Collateral Agent to enter into (i) any amendments to the Equal Priority Intercreditor Agreement and any other Intercreditor Agreements, and (ii) any other intercreditor arrangements, in the case of clauses (i), and (ii) to the extent required to give effect to the establishment of intercreditor rights and privileges as contemplated and required or permitted by the Indenture (the “Other Intercreditor Amendments”). (d) Upon the request of the Issuer accompanied by a resolution of the Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof (to the extent requested by the Trustee), the Trustee shall join with the Issuer and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall have the right, but not be obligated to, enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, neither an Opinion of Counsel nor an Officer’s Certificate shall be required in connection with the addition of a Guarantor under this Indenture upon execution and delivery by such Guarantor and the Trustee of a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, provided that the execution thereof shall be deemed a representation by such Guarantor(s) that all conditions precedent and covenants, if any, relating to the execution of such supplemental indenture have been satisfied, provided that the execution thereof shall be deemed a representation by such Guarantor(s) that all conditions precedent and covenants, if any, relating to the execution of such supplemental indenture have been satisfied and the supplemental indenture is enforceable in accordance with its terms subject to (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and similar laws affecting the rights and remedies of creditors generally and (ii) general principles of equity.

Without Consent of Holders. (a) Notwithstanding Section 9.02 hereofThe Issuer, the Issuer, any Guarantor (with respect to a Guarantee or this Indenture to which it is a party) Guarantors and the Trustee may amend enter into supplemental indentures that amend, waive or supplement the terms of this Indenture, any Guarantee, the Notes, the Notes Security Document of any Series or the Intercreditor Agreements (including in each case, if applicable, the form of agreements attached thereto as exhibits) Subsidiary Guarantees without the notice to or consent of any HolderHolder for the following specific purposes: (i1) to cure any ambiguity, omission, mistake, defect or inconsistencyinconsistency in this Indenture; (ii2) to provide for the assumption by a successor entity of the obligations of the Company, the Issuer or any Subsidiary Guarantor under this Indenture; (3) to provide for uncertificated Notes in addition to or in place of certificated NotesNotes (provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code); (iii4) to comply add Guarantees with Section 5.01 hereofrespect to the Notes of any Series, including any Subsidiary Guarantee, or to secure the Notes of any Series; (iv) to provide the assumption of the Issuer’s or any Guarantor’s obligations to the Holders; (v) to make any change that would provide any additional rights or benefits to the Holders or that does not materially adversely affect (as determined in good faith by the Issuer) the legal rights under this Indenture of any such Holder; (vi5) to add to the covenants of the Company, the Issuer or any Subsidiary Guarantor for the benefit of the Holders of the Notes of any Series or to surrender any right or power conferred upon the Company, the Issuer or any Subsidiary Guarantor; (vii6) to make any change that does not adversely affect the rights of any Holder of the Notes of any Series in any material respect; (7) to comply with requirements any requirement of the SEC in order to effect or maintain connection with the qualification of this Indenture under the Trust Indenture Act, if applicable (it being agreed that this Indenture need not qualify under the Trust Indenture Act); (viii) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee hereunder pursuant to the requirements hereof; (ix) to add a Guarantor or co-obligor under this Indenture or to release a Guarantor in accordance with the terms of this Indenture; (x) 8) to conform the text of this Indenture, Guarantees, the Notes, the Notes Security Documents and the Intercreditor Agreements or any Note Guarantee to any provision of the “Description of the Notes” section of in the Offering Memorandum to the extent that such provision in such the “Description of the Notes” section was intended to be a verbatim recitation of a provision of this Indenture, Guarantee, the Notes, the Notes Security Documents and the Intercreditor Agreements as provided to the Trustee in an Officer’s Certificateor such Note Guarantee; (xi9) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, to facilitate the issuance and administration of the Notes; provided, however, that (A) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any other applicable securities law and (B) such amendment does not materially and adversely affect the rights of Holders to transfer NotesNotes except as required to satisfy any applicable requirements of the securities laws, including any exemption from registration thereunder; (xii10) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee thereunder pursuant to the requirements thereof; and (11) to provide for the issuance of Additional Notes in accordance with the terms of this Indenture; (xiii) to make, complete or confirm any grant of Collateral permitted or required by this Indenture, any of the Notes Security Documents or the Intercreditor Agreements or any release of Collateral pursuant to the terms of this Indenture, any of the Notes Security Documents or the Intercreditor Agreements; (xiv) to secure additional extensions of credit and add additional secured creditors holding other First Lien Obligations so long as such First Lien Obligations are not prohibited by the provisions of this Indenture or any other then-existing First Lien Debt Documents; (xv) to add additional assets as Collateral; or (xvi) to add provisions to this Indenture and a new form of Note to permit the issuance by the Issuer or a Subsidiary thereof of escrow notes under this Indenture, which may have different terms than other Notes issued under this Indenture so long as the proceeds of such notes remain in escrow (including, but not limited to, separate collateral, different or no guarantees and special mandatory redemption provisions). (b) The Holders will be deemed to have consented for purposes of After an amendment under this Indenture, the Notes Security Documents and the Equal Priority Intercreditor Agreement (and, if applicable, a Junior Lien Intercreditor Agreement) to any of the following amendments and other modifications to this Indenture, the Notes Security Documents or the Equal Priority Intercreditor Agreement (or, if applicable, a Junior Lien Intercreditor Agreement) and the entry into a Junior Lien Intercreditor Agreement: (i) to effect any amendment or supplement to the Equal Priority Intercreditor Agreement or any other Intercreditor Agreement that is for the purpose of adding the holders of First Lien Obligations or Indebtedness secured on a junior basis to the Notes or any other Indebtedness that is permitted under Section 4.09 and is Secured Indebtedness (or a representative 9.1 becomes effective with respect thereto) as parties thereto, as expressly contemplated by the terms to a Series of such Intercreditor Agreement, as applicable (it being understood that any such amendment, modification or supplement may make such other changes to the Equal Priority Intercreditor Agreement or any other applicable Intercreditor Agreement as, in the good faith determination of the Bank Collateral Agent, are required to effectuate the foregoing and provided that such other changes are not adverse, in any material respect, to the interests of the Holders); (ii) to enter into any Junior Lien Intercreditor Agreement or any Equal Priority Intercreditor Agreement or to any restatement or replacement thereof or to effect the Equal Priority Intercreditor Amendments or other Intercreditor Amendments; or (iii) that is expressly contemplated by any Intercreditor Agreement or this Indenture. (c) The Notes Collateral Agent is hereby authorized and directed to enter into the Equal Priority Intercreditor Agreement and any other Intercreditor Agreement to the extent contemplated by the terms of this Indenture without the consent of any Holder, and by accepting a Note, each Holder will be deemed to have acknowledged that such Intercreditor Agreement is binding upon them. By accepting a Note, each Holder will be deemed to have (a) agreed that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreements, (b) authorized and instructed the Notes Collateral Agent to enter into the Equal Priority Intercreditor Agreement and to subject the Liens on the Collateral to the provisions thereof and (c) without any further consent of such Holder, authorized and instructed the Notes Collateral Agent to execute and deliver on behalf of itself, the Trustee and the Holders the Equal Priority Intercreditor Agreement, any other intercreditor agreement or any amendment (or amendment and restatement) to the Notes Security Documents or an Intercreditor Agreement contemplated by this Indenture. In connection with any such amendment of the Equal Priority Intercreditor Agreement or any other Intercreditor AgreementsNotes, the Issuer shall provide an Officer’s Certificate mail to the Holders of Notes Collateral Agent stating that of such amendment complies with and/or is permitted by this Indenture, on which the Notes Collateral Agent shall be entitled to conclusively rely without any investigationSeries a notice briefly describing such amendment. In addition, by accepting a Note, each Holder will be deemed to have authorized and directed the Notes Collateral Agent to enter into (i) any amendments to the Equal Priority Intercreditor Agreement and any other Intercreditor Agreements, and (ii) any other intercreditor arrangements, in the case of clauses (i), and (ii) to the extent required The failure to give effect such notice to all Holders, or any defect therein, shall not impair or affect the establishment validity of intercreditor rights and privileges as contemplated and required or permitted by the Indenture (the “Other Intercreditor Amendments”). (d) Upon the request of the Issuer accompanied by a resolution of the Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof (to the extent requested by the Trustee), the Trustee shall join with the Issuer and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall have the right, but not be obligated to, enter into such amended or supplemental indenture that affects its own rights, duties or immunities an amendment under this Indenture or otherwise. Notwithstanding the foregoing, neither an Opinion of Counsel nor an Officer’s Certificate shall be required in connection with the addition of a Guarantor under this Indenture upon execution and delivery by such Guarantor and the Trustee of a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, provided that the execution thereof shall be deemed a representation by such Guarantor(s) that all conditions precedent and covenants, if any, relating to the execution of such supplemental indenture have been satisfied, provided that the execution thereof shall be deemed a representation by such Guarantor(s) that all conditions precedent and covenants, if any, relating to the execution of such supplemental indenture have been satisfied and the supplemental indenture is enforceable in accordance with its terms subject to (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and similar laws affecting the rights and remedies of creditors generally and (ii) general principles of equitySection.

Without Consent of Holders. (a) Notwithstanding Section 9.02 hereofThe Parent, the IssuerIssuers, any Guarantor (with respect to a Guarantee or this Indenture to which it is a party) the Guarantors and the Trustee Trustee, together, may amend or supplement this Indenture, any Guarantee, the Notes, the Notes Security Document or the Intercreditor Agreements (including in each case, if applicable, the form of agreements attached thereto as exhibits) Guaranties without the notice to or consent of any Holder: (i1) to cure any ambiguity, omission, mistake, defect or inconsistency; (ii2) to provide for the assumption by a successor corporation of the obligations of the Parent, the Issuers or any Subsidiary Guarantor under this Indenture; (3) to provide for uncertificated Notes in addition to or in place of certificated Notes; (iii4) to comply add guaranties with Section 5.01 hereofrespect to the Notes, including any Subsidiary Guaranties, or to secure the Notes; (iv) to provide the assumption of the Issuer’s or any Guarantor’s obligations to the Holders; (v) to make any change that would provide any additional rights or benefits to the Holders or that does not materially adversely affect (as determined in good faith by the Issuer) the legal rights under this Indenture of any such Holder; (vi5) to add to the covenants of the Parent, the Issuers or a Subsidiary Guarantor for the benefit of the Holders or to surrender any right or power conferred upon the Issuer Parent, the Issuers or any a Subsidiary Guarantor; (vii6) to make any change that does not adversely affect the rights of any Holder in any material respect; (7) to comply with requirements any requirement of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act, if applicable (it being agreed that this Indenture need not qualify under the Trust Indenture Act); (viii) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee hereunder pursuant to the requirements hereof; (ix) to add a Guarantor or co-obligor under this Indenture or to release a Guarantor in accordance with the terms of this Indenture; (x) to conform the text of this Indenture, Guarantees, the Notes, the Notes Security Documents and the Intercreditor Agreements to any provision of the “Description of Notes” section of the Offering Memorandum to the extent that such provision in such “Description of Notes” section was intended to be a verbatim recitation of a provision of this Indenture, Guarantee, the Notes, the Notes Security Documents and the Intercreditor Agreements as provided to the Trustee in an Officer’s Certificate; (xi) 8) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, to facilitate the issuance and administration of the Notes; provided, however, that (Aa) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any other applicable securities law and (Bb) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (xii9) to conform the text of this Indenture or the Guaranties or the Notes to any provision of the “Description of Notes” section of the Prospectus Supplement to the extent that such provision in the “Description of Notes” section of the Prospectus Supplement was intended to be a substantially verbatim recitation of a provision of this Indenture or the Guaranties or the Notes, as set forth in an Officer’s Certificate; (10) evidence and provide for the acceptance of appointment by a successor trustee, provided that the successor trustee is otherwise qualified and eligible to act as such under the terms of this Indenture; (11) provide for a reduction in the minimum denominations of the Notes; (12) comply with the rules of any applicable securities depositary; or (13) to provide for the issuance of Additional Notes and related guarantees in accordance with the terms of this Indenture; (xiii) to make, complete or confirm any grant of Collateral permitted or required by this Indenture, any of the Notes Security Documents or the Intercreditor Agreements or any release of Collateral pursuant to the terms of this Indenture, any of the Notes Security Documents or the Intercreditor Agreements; (xiv) to secure additional extensions of credit and add additional secured creditors holding other First Lien Obligations so long as such First Lien Obligations are not prohibited by the provisions of this Indenture or any other then-existing First Lien Debt Documents; (xv) to add additional assets as Collateral; or (xvi) to add provisions to this Indenture and a new form of Note to permit the issuance by the Issuer or a Subsidiary thereof of escrow notes under this Indenture, which may have different terms than other Notes issued under this Indenture so long as the proceeds of such notes remain limitations set forth in escrow (including, but not limited to, separate collateral, different or no guarantees and special mandatory redemption provisions). (b) The Holders will be deemed to have consented for purposes of this Indenture, the Notes Security Documents and the Equal Priority Intercreditor Agreement (and, if applicable, a Junior Lien Intercreditor Agreement) to any of the following amendments and other modifications to this Indenture, the Notes Security Documents or the Equal Priority Intercreditor Agreement (or, if applicable, a Junior Lien Intercreditor Agreement) and the entry into a Junior Lien Intercreditor Agreement: (i) to effect any amendment or supplement to the Equal Priority Intercreditor Agreement or any other Intercreditor Agreement that is for the purpose of adding the holders of First Lien Obligations or Indebtedness secured on a junior basis to the Notes or any other Indebtedness that is permitted under Section 4.09 and is Secured Indebtedness (or a representative with respect thereto) as parties thereto, as expressly contemplated by the terms of such Intercreditor Agreement, as applicable (it being understood that any such amendment, modification or supplement may make such other changes to the Equal Priority Intercreditor Agreement or any other applicable Intercreditor Agreement as, in the good faith determination of the Bank Collateral Agent, are required to effectuate the foregoing and provided that such other changes are not adverse, in any material respect, to the interests of the Holders); (ii) to enter into any Junior Lien Intercreditor Agreement or any Equal Priority Intercreditor Agreement or to any restatement or replacement thereof or to effect the Equal Priority Intercreditor Amendments or other Intercreditor Amendments; or (iii) that is expressly contemplated by any Intercreditor Agreement or this Indenture. (c) The Notes Collateral Agent is hereby authorized and directed to enter into the Equal Priority Intercreditor Agreement and any other Intercreditor Agreement to the extent contemplated by the terms of this Indenture without the consent of any Holder, and by accepting a Note, each Holder will be deemed to have acknowledged that such Intercreditor Agreement is binding upon them. By accepting a Note, each Holder will be deemed to have (a) agreed that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreements, (b) authorized and instructed the Notes Collateral Agent to enter into the Equal Priority Intercreditor Agreement and to subject the Liens on the Collateral to the provisions thereof and (c) without any further consent of such Holder, authorized and instructed the Notes Collateral Agent to execute and deliver on behalf of itself, the Trustee and the Holders the Equal Priority Intercreditor Agreement, any other intercreditor agreement or any amendment (or amendment and restatement) to the Notes Security Documents or an Intercreditor Agreement contemplated by this Indenture. In connection with any such amendment of the Equal Priority Intercreditor Agreement or any other Intercreditor Agreements, the Issuer shall provide an Officer’s Certificate to the Notes Collateral Agent stating that such amendment complies with and/or is permitted by this Indenture, on which the Notes Collateral Agent shall be entitled to conclusively rely without any investigation. In addition, by accepting a Note, each Holder will be deemed to have authorized and directed the Notes Collateral Agent to enter into (i) any amendments to the Equal Priority Intercreditor Agreement and any other Intercreditor Agreements, and (ii) any other intercreditor arrangements, in the case of clauses (i), and (ii) to the extent required to give effect to the establishment of intercreditor rights and privileges as contemplated and required or permitted by the Indenture (the “Other Intercreditor Amendments”). (d) Upon the request of the Issuer accompanied by a resolution of the Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof (to the extent requested by the Trustee), the Trustee shall join with the Issuer and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall have the right, but not be obligated to, enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, neither an Opinion of Counsel nor an Officer’s Certificate shall be required in connection with the addition of a Guarantor under this Indenture upon execution and delivery by such Guarantor and the Trustee of a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, provided that the execution thereof shall be deemed a representation by such Guarantor(s) that all conditions precedent and covenants, if any, relating to the execution of such supplemental indenture have been satisfied, provided that the execution thereof shall be deemed a representation by such Guarantor(s) that all conditions precedent and covenants, if any, relating to the execution of such supplemental indenture have been satisfied and the supplemental indenture is enforceable in accordance with its terms subject to (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and similar laws affecting the rights and remedies of creditors generally and (ii) general principles of equity.

Without Consent of Holders. (a) Notwithstanding Section 9.02 hereof9.02, the IssuerCompany, any Guarantor the Guarantors (with respect to a Guarantee or this Indenture to which it is a partythe Guarantees) and the Trustee may amend or supplement this Indenture, any Guarantee, the Notes, the Notes Security Document or and the Intercreditor Agreements (including in each case, if applicable, the form of agreements attached thereto as exhibits) Guarantees without the consent of any Holder:Holder (except that no existing Guarantor need execute a supplemental indenture pursuant to clause (h) below): (ia) to cure any ambiguity, omission, mistake, defect or inconsistency; (iib) to provide for uncertificated Notes in addition to or in place of certificated Notes; (iii) to comply with Section 5.01 hereof; (ivc) to provide for the assumption of the IssuerCompany’s or any a Guarantor’s obligations to Holders of Notes and Guarantees in the Holderscase of a merger or consolidation or sale of all or substantially all of the Company’s or such Guarantor’s assets, as applicable; (vd) to make any change that would provide any additional rights or benefits to the Holders of Notes or that does not materially adversely affect (as determined in good faith by the Issuer) the legal rights hereunder or under this Indenture the Notes and the Guarantees of any such Holder; (vie) to add covenants for the benefit of the Holders or to surrender any right or power conferred upon the Issuer or any Guarantor[Intentionally Omitted]; (vii) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act, if applicable (it being agreed that this Indenture need not qualify under the Trust Indenture Act); (viii) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee hereunder pursuant to the requirements hereof; (ix) to add a Guarantor or co-obligor under this Indenture or to release a Guarantor in accordance with the terms of this Indenture; (xf) to conform the text of this Indenture, Guarantees, the Notes, Guarantees or the Notes Security Documents and the Intercreditor Agreements to any provision of the “Description of the Notes” section of the Offering Memorandum to the extent that such provision in such “Description of Notes” section was intended to be a verbatim recitation of a provision of this Indenture, Guarantee, the Notes, the Notes Security Documents and the Intercreditor Agreements as provided to the Trustee in an Officer’s CertificateMemorandum; (xi) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, to facilitate the issuance and administration of the Notes; provided, (A) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (B) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (xiig) to provide for the issuance of Additional Notes in accordance with the terms limitations set forth in this Indenture as of this Indenturethe date hereof; (xiiih) to make, complete or confirm allow any grant Guarantor to execute a supplemental indenture substantially in the form of Collateral permitted or required by this Indenture, any of the Notes Security Documents or the Intercreditor Agreements or any release of Collateral pursuant Exhibit B hereto and/or a Guarantee with respect to the terms of this Indenture, any of the Notes Security Documents or the Intercreditor AgreementsNotes; (xiv) to secure additional extensions of credit and add additional secured creditors holding other First Lien Obligations so long as such First Lien Obligations are not prohibited by the provisions of this Indenture or any other then-existing First Lien Debt Documents; (xvi) to add any additional assets as Collateral; or (xvi) to add provisions to this Indenture and a new form of Note to permit the issuance by the Issuer or a Subsidiary thereof of escrow notes obligors under this Indenture, which may have different terms than other Notes issued under this Indenture so long as the proceeds of such notes remain in escrow (including, but not limited to, separate collateral, different or no guarantees and special mandatory redemption provisions). (b) The Holders will be deemed to have consented for purposes of this Indenture, the Notes Security Documents and the Equal Priority Intercreditor Agreement (and, if applicable, a Junior Lien Intercreditor Agreement) to any of the following amendments and other modifications to this Indenture, the Notes Security Documents or the Equal Priority Intercreditor Agreement (or, if applicable, a Junior Lien Intercreditor Agreement) and the entry into a Junior Lien Intercreditor Agreement: (i) to effect any amendment or supplement to the Equal Priority Intercreditor Agreement or any other Intercreditor Agreement that is for the purpose of adding the holders of First Lien Obligations or Indebtedness secured on a junior basis to the Notes or any other Indebtedness that is permitted under Section 4.09 and is Secured Indebtedness (or a representative with respect thereto) as parties thereto, as expressly contemplated by the terms of such Intercreditor Agreement, as applicable (it being understood that any such amendment, modification or supplement may make such other changes to the Equal Priority Intercreditor Agreement or any other applicable Intercreditor Agreement as, in the good faith determination of the Bank Collateral Agent, are required to effectuate the foregoing and provided that such other changes are not adverse, in any material respect, to the interests of the Holders)Guarantees; (iij) to enter into any Junior Lien Intercreditor Agreement or any Equal Priority Intercreditor Agreement or add collateral to any restatement or replacement thereof or to effect secure the Equal Priority Intercreditor Amendments or other Intercreditor Amendments; orNotes; (iiik) that is expressly contemplated by any Intercreditor Agreement or this Indenture.to comply with the provisions under Section 4.01; and (c) The Notes Collateral Agent is hereby authorized and directed to enter into the Equal Priority Intercreditor Agreement and any other Intercreditor Agreement to the extent contemplated by the terms of this Indenture without the consent of any Holder, and by accepting a Note, each Holder will be deemed to have acknowledged that such Intercreditor Agreement is binding upon them. By accepting a Note, each Holder will be deemed to have (a) agreed that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreements, (b) authorized and instructed the Notes Collateral Agent to enter into the Equal Priority Intercreditor Agreement and to subject the Liens on the Collateral to the provisions thereof and (c) without any further consent of such Holder, authorized and instructed the Notes Collateral Agent to execute and deliver on behalf of itself, the Trustee and the Holders the Equal Priority Intercreditor Agreement, any other intercreditor agreement or any amendment (or amendment and restatementl) to evidence and provide for the Notes Security Documents or acceptance of an Intercreditor Agreement contemplated appointment by this Indenturea successor ▇▇▇▇▇▇▇. In connection with any such amendment of Subject to Section 9.02, upon the Equal Priority Intercreditor Agreement or any other Intercreditor Agreements, the Issuer shall provide an Officer’s Certificate to the Notes Collateral Agent stating that such amendment complies with and/or is permitted by this Indenture, on which the Notes Collateral Agent shall be entitled to conclusively rely without any investigation. In addition, by accepting a Note, each Holder will be deemed to have authorized and directed the Notes Collateral Agent to enter into (i) any amendments to the Equal Priority Intercreditor Agreement and any other Intercreditor Agreements, and (ii) any other intercreditor arrangements, in the case of clauses (i), and (ii) to the extent required to give effect to the establishment of intercreditor rights and privileges as contemplated and required or permitted by the Indenture (the “Other Intercreditor Amendments”). (d) Upon the written request of the Issuer Company accompanied by a resolution of the Board of Directors Resolution authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof (to the extent requested by the Trustee)7.02, the Trustee shall will join with the Issuer Company and the Guarantors in the execution of any such amended or supplemental indenture authorized unless such amended or permitted by supplemental indenture directly affects the terms of Trustee’s own rights, duties or immunities under this Indenture and to make any further appropriate agreements and stipulations that or otherwise, in which case the Trustee may be therein containedin its discretion, but the Trustee shall have the right, but will not be obligated to, enter into such amended or supplemental indenture that affects its own rights, duties indenture. After an amendment or immunities supplement under this Indenture Section 9.01 becomes effective, the Company shall mail to Holders a notice briefly describing such amendment or otherwisesupplement. Notwithstanding The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the foregoing, neither validity of an amendment or supplement under this Section 9.01. The Trustee shall be entitled to receive an Officer’s Certificate and an Opinion of Counsel nor an Officer’s Certificate shall be required in connection (other than with the addition of a Guarantor under this Indenture upon execution and delivery by such Guarantor and the Trustee of respect to a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, provided that the execution thereof shall be deemed add a representation by such Guarantor(sGuarantor) confirming that all conditions precedent are satisfied with respect to any supplemental indenture and covenants, if any, relating to the execution of that such supplemental indenture have been satisfied, provided that the execution thereof shall be deemed a representation by such Guarantor(s) that all conditions precedent and covenants, if any, relating to the execution of such supplemental indenture have been satisfied and the supplemental indenture is enforceable in accordance with its terms subject to (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and similar laws affecting the rights and remedies of creditors generally and (ii) general principles of equityauthorized or permitted.

Without Consent of Holders. (a) Notwithstanding Section 9.02 hereof9.02, the IssuerCompany, any Guarantor the Guarantors (with respect to a Guarantee or this Indenture to which it is a partythe Guarantees) and the Trustee may amend or supplement this Indenture, any Guarantee, the Notes, the Notes Security Document or and the Intercreditor Agreements (including in each case, if applicable, the form of agreements attached thereto as exhibits) Guarantees without the consent of any Holder:Holder (except that no existing Guarantor need execute a supplemental indenture pursuant to clause (h) below): (ia) to cure any ambiguity, omission, mistake, defect or inconsistency; (iib) to provide for uncertificated Notes in addition to or in place of certificated Notes; (iii) to comply with Section 5.01 hereof; (ivc) to provide for the assumption of the IssuerCompany’s or any a Guarantor’s obligations to Holders of Notes and Guarantees in the Holderscase of a merger or consolidation or sale of all or substantially all of the Company’s or such Guarantor’s assets, as applicable; (vd) to make any change that would provide any additional rights or benefits to the Holders of Notes or that does not materially and adversely affect (as determined in good faith by the Issuer) the legal rights hereunder or under this Indenture such Notes and the Guarantees of any such Holder; (vie) to add covenants for the benefit of the Holders or to surrender any right or power conferred upon the Issuer or any Guarantor[Intentionally Omitted]; (vii) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act, if applicable (it being agreed that this Indenture need not qualify under the Trust Indenture Act); (viii) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee hereunder pursuant to the requirements hereof; (ix) to add a Guarantor or co-obligor under this Indenture or to release a Guarantor in accordance with the terms of this Indenture; (xf) to conform the text of this Indenture, Guarantees, the Notes, Guarantees or the Notes Security Documents and the Intercreditor Agreements to any provision of the “Description of the Notes” section of the Offering Memorandum to the extent that such provision in such “Description of Notes” section was intended to be a verbatim recitation of a provision of this Indenture, Guarantee, the Notes, the Notes Security Documents and the Intercreditor Agreements as provided to the Trustee in an Officer’s CertificateMemorandum; (xi) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, to facilitate the issuance and administration of the Notes; provided, (A) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (B) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (xiig) to provide for the issuance of Additional Notes in accordance with the terms limitations set forth in this Indenture as of this Indenturethe date hereof; (xiiih) to make, complete or confirm allow any grant Guarantor to execute a supplemental indenture substantially in the form of Collateral permitted or required by this Indenture, any of the Notes Security Documents or the Intercreditor Agreements or any release of Collateral pursuant Exhibit B hereto and/or a Guarantee with respect to the terms of this Indenture, any of the Notes Security Documents or the Intercreditor AgreementsNotes; (xiv) to secure additional extensions of credit and add additional secured creditors holding other First Lien Obligations so long as such First Lien Obligations are not prohibited by the provisions of this Indenture or any other then-existing First Lien Debt Documents; (xvi) to add any additional assets as Collateral; or (xvi) to add provisions to this Indenture and a new form of Note to permit the issuance by the Issuer or a Subsidiary thereof of escrow notes obligors under this Indenture, which may have different terms than other Notes issued under this Indenture so long as the proceeds of such notes remain in escrow (including, but not limited to, separate collateral, different or no guarantees and special mandatory redemption provisions). (b) The Holders will be deemed to have consented for purposes of this Indenture, the Notes Security Documents and the Equal Priority Intercreditor Agreement (and, if applicable, a Junior Lien Intercreditor Agreement) to any of the following amendments and other modifications to this Indenture, the Notes Security Documents or the Equal Priority Intercreditor Agreement (or, if applicable, a Junior Lien Intercreditor Agreement) and the entry into a Junior Lien Intercreditor Agreement: (i) to effect any amendment or supplement to the Equal Priority Intercreditor Agreement or any other Intercreditor Agreement that is for the purpose of adding the holders of First Lien Obligations or Indebtedness secured on a junior basis to the Notes or any other Indebtedness that is permitted under Section 4.09 and is Secured Indebtedness (or a representative with respect thereto) as parties thereto, as expressly contemplated by the terms of such Intercreditor Agreement, as applicable (it being understood that any such amendment, modification or supplement may make such other changes to the Equal Priority Intercreditor Agreement or any other applicable Intercreditor Agreement as, in the good faith determination of the Bank Collateral Agent, are required to effectuate the foregoing and provided that such other changes are not adverse, in any material respect, to the interests of the Holders)Guarantees; (iij) to enter into any Junior Lien Intercreditor Agreement or any Equal Priority Intercreditor Agreement or add collateral to any restatement or replacement thereof or to effect secure the Equal Priority Intercreditor Amendments or other Intercreditor Amendments; orNotes; (iiik) that is expressly contemplated by any Intercreditor Agreement or this Indenture.to comply with the provisions under Section 4.01; and (c) The Notes Collateral Agent is hereby authorized and directed to enter into the Equal Priority Intercreditor Agreement and any other Intercreditor Agreement to the extent contemplated by the terms of this Indenture without the consent of any Holder, and by accepting a Note, each Holder will be deemed to have acknowledged that such Intercreditor Agreement is binding upon them. By accepting a Note, each Holder will be deemed to have (a) agreed that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreements, (b) authorized and instructed the Notes Collateral Agent to enter into the Equal Priority Intercreditor Agreement and to subject the Liens on the Collateral to the provisions thereof and (c) without any further consent of such Holder, authorized and instructed the Notes Collateral Agent to execute and deliver on behalf of itself, the Trustee and the Holders the Equal Priority Intercreditor Agreement, any other intercreditor agreement or any amendment (or amendment and restatementl) to evidence and provide for the Notes Security Documents or acceptance of an Intercreditor Agreement contemplated appointment by this Indenturea successor ▇▇▇▇▇▇▇. In connection with any such amendment of Subject to Section 9.02, upon the Equal Priority Intercreditor Agreement or any other Intercreditor Agreements, the Issuer shall provide an Officer’s Certificate to the Notes Collateral Agent stating that such amendment complies with and/or is permitted by this Indenture, on which the Notes Collateral Agent shall be entitled to conclusively rely without any investigation. In addition, by accepting a Note, each Holder will be deemed to have authorized and directed the Notes Collateral Agent to enter into (i) any amendments to the Equal Priority Intercreditor Agreement and any other Intercreditor Agreements, and (ii) any other intercreditor arrangements, in the case of clauses (i), and (ii) to the extent required to give effect to the establishment of intercreditor rights and privileges as contemplated and required or permitted by the Indenture (the “Other Intercreditor Amendments”). (d) Upon the written request of the Issuer Company accompanied by a resolution of the Board of Directors Resolution authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof (to the extent requested by the Trustee)7.02, the Trustee shall will join with the Issuer Company and the Guarantors in the execution of any such amended or supplemental indenture authorized unless such amended or permitted by supplemental indenture directly affects the terms of Trustee’s own rights, duties or immunities under this Indenture and to make any further appropriate agreements and stipulations that or otherwise, in which case the Trustee may be therein containedin its discretion, but the Trustee shall have the right, but will not be obligated to, enter into such amended or supplemental indenture that affects its own rights, duties indenture. After an amendment or immunities supplement under this Indenture Section 9.01 becomes effective, the Company shall mail to Holders a notice briefly describing such amendment or otherwisesupplement. Notwithstanding The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the foregoing, neither validity of an amendment or supplement under this Section 9.01. The Trustee shall be entitled to receive an Officer’s Certificate and an Opinion of Counsel nor an Officer’s Certificate shall be required in connection (other than with the addition of a Guarantor under this Indenture upon execution and delivery by such Guarantor and the Trustee of respect to a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, provided that the execution thereof shall be deemed add a representation by such Guarantor(sGuarantor) confirming that all conditions precedent are satisfied with respect to any supplemental indenture and covenants, if any, relating to the execution of that such supplemental indenture have been satisfied, provided that the execution thereof shall be deemed a representation by such Guarantor(s) that all conditions precedent and covenants, if any, relating to the execution of such supplemental indenture have been satisfied and the supplemental indenture is enforceable in accordance with its terms subject to (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and similar laws affecting the rights and remedies of creditors generally and (ii) general principles of equityauthorized or permitted.

Without Consent of Holders. (a) Notwithstanding Section 9.02 hereof, the IssuerIssuers, any Guarantor (with respect to a Guarantee or this Indenture to which it is a partyIndenture) and the Trustee may amend or supplement this Indenture, Indenture and any Guarantee, the Notes, the Guarantee or Notes Security Document or the Intercreditor Agreements (including in each case, if applicable, the form of agreements attached thereto as exhibits) without the consent of any Holder: (ia) to cure any ambiguity, omission, mistake, defect or inconsistency; (iib) to provide for uncertificated Notes in addition to or in place of certificated Notes; (iiic) to comply with Section 5.01 hereof; (ivd) to provide for the assumption of the Issuer’s Issuers’ or any Guarantor’s obligations to the Holders; (ve) to make any change that would provide any additional rights or benefits to the Holders or that does not materially adversely affect (as determined in good faith by the Issuer) the legal rights under this Indenture of any such Holder; (vif) to add covenants for the benefit of the Holders or to surrender any right or power conferred upon the Issuer Issuers or any Guarantor; (viig) to comply provide for the issuance of Additional Notes in accordance with requirements of the SEC in order to effect or maintain the qualification terms of this Indenture under the Trust Indenture Act, if applicable (it being agreed that this Indenture need not qualify under the Trust Indenture Act)Indenture; (viiih) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee or a successor Paying Agent hereunder pursuant to the requirements hereof; (ixi) to add an obligor or a Guarantor or co-obligor under this Indenture or to release a Guarantor in accordance with the terms of this Indenture; (xj) to conform the text of this Indenture, Guarantees, Indenture and the Notes, Guarantees or the Notes Security Documents and the Intercreditor Agreements to any provision of the “Description of Notes” section of the Offering Memorandum to the extent that such provision in such “Description of Notes” section was intended to be a verbatim recitation of a provision of this Indenture, Guarantee, the Notes, the Notes Security Documents and the Intercreditor Agreements as provided to the Trustee in an Officer’s CertificateMemorandum; (xik) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation to facilitate the issuance and administration of the Notes; provided, (A) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (B) however, that such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (xiil) to provide for secure the issuance of Additional Notes in accordance with and/or the terms of this Indenture;related Guarantees or to add collateral thereto; or (xiiim) to make, complete or confirm release any grant of Collateral Guarantor from its Guarantee pursuant to this Indenture when permitted or required by this Indenture, any of the Notes Security Documents or the Intercreditor Agreements or any release of Collateral pursuant to the terms of this Indenture, any of the Notes Security Documents or the Intercreditor Agreements; (xiv) to secure additional extensions of credit and add additional secured creditors holding other First Lien Obligations so long as such First Lien Obligations are not prohibited by the provisions of this Indenture or any other then-existing First Lien Debt Documents; (xv) to add additional assets as Collateral; or (xvi) to add provisions to this Indenture and a new form of Note to permit the issuance by the Issuer or a Subsidiary thereof of escrow notes under this Indenture, which may have different terms than other Notes issued under this Indenture so long as the proceeds of such notes remain in escrow (including, but not limited to, separate collateral, different or no guarantees and special mandatory redemption provisions). (b) The Holders will be deemed to have consented for purposes of this Indenture, the Notes Security Documents and the Equal Priority Intercreditor Agreement (and, if applicable, a Junior Lien Intercreditor Agreement) to any of the following amendments and other modifications to this Indenture, the Notes Security Documents or the Equal Priority Intercreditor Agreement (or, if applicable, a Junior Lien Intercreditor Agreement) and the entry into a Junior Lien Intercreditor Agreement: (i) to effect any amendment or supplement to the Equal Priority Intercreditor Agreement or any other Intercreditor Agreement that is for the purpose of adding the holders of First Lien Obligations or Indebtedness secured on a junior basis to the Notes or any other Indebtedness that is permitted under Section 4.09 and is Secured Indebtedness (or a representative with respect thereto) as parties thereto, as expressly contemplated by the terms of such Intercreditor Agreement, as applicable (it being understood that any such amendment, modification or supplement may make such other changes to the Equal Priority Intercreditor Agreement or any other applicable Intercreditor Agreement as, in the good faith determination of the Bank Collateral Agent, are required to effectuate the foregoing and provided that such other changes are not adverse, in any material respect, to the interests of the Holders); (ii) to enter into any Junior Lien Intercreditor Agreement or any Equal Priority Intercreditor Agreement or to any restatement or replacement thereof or to effect the Equal Priority Intercreditor Amendments or other Intercreditor Amendments; or (iii) that is expressly contemplated by any Intercreditor Agreement or this Indenture. (c) The Notes Collateral Agent is hereby authorized and directed to enter into the Equal Priority Intercreditor Agreement and any other Intercreditor Agreement to the extent contemplated by the terms of this Indenture without the consent of any Holder, and by accepting a Note, each Holder will be deemed to have acknowledged that such Intercreditor Agreement is binding upon them. By accepting a Note, each Holder will be deemed to have (a) agreed that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreements, (b) authorized and instructed the Notes Collateral Agent to enter into the Equal Priority Intercreditor Agreement and to subject the Liens on the Collateral to the provisions thereof and (c) without any further consent of such Holder, authorized and instructed the Notes Collateral Agent to execute and deliver on behalf of itself, the Trustee and the Holders the Equal Priority Intercreditor Agreement, any other intercreditor agreement or any amendment (or amendment and restatement) to the Notes Security Documents or an Intercreditor Agreement contemplated by this Indenture. In connection with any such amendment of the Equal Priority Intercreditor Agreement or any other Intercreditor Agreements, the Issuer shall provide an Officer’s Certificate to the Notes Collateral Agent stating that such amendment complies with and/or is permitted by this Indenture, on which the Notes Collateral Agent shall be entitled to conclusively rely without any investigation. In addition, by accepting a Note, each Holder will be deemed to have authorized and directed the Notes Collateral Agent to enter into (i) any amendments to the Equal Priority Intercreditor Agreement and any other Intercreditor Agreements, and (ii) any other intercreditor arrangements, in the case of clauses (i), and (ii) to the extent required to give effect to the establishment of intercreditor rights and privileges as contemplated and required or permitted by the Indenture (the “Other Intercreditor Amendments”). (d) Upon the request of the Issuer Issuers accompanied by a resolution of the Board of Directors of each Issuer authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof (to the extent requested by the TrusteeTrustee and subject to the last sentence of Section 9.05), the Trustee shall join with the Issuer Issuers and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall have the right, but not be obligated to, enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, neither an no Opinion of Counsel nor an Officer’s Certificate or board resolution shall be required in connection with the addition of a Guarantor under this Indenture upon execution and delivery by such Guarantor and the Trustee of a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, provided that the execution thereof shall be deemed a representation by such Guarantor(s) that all conditions precedent and covenants, if any, relating to the execution of such supplemental indenture have been satisfied, provided that the execution thereof shall be deemed a representation by such Guarantor(s) that all conditions precedent and covenants, if any, relating to the execution of such supplemental indenture have been satisfied and the supplemental indenture is enforceable in accordance with its terms subject to (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and similar laws affecting the rights and remedies of creditors generally and (ii) general principles of equity.

Without Consent of Holders. (a) Notwithstanding Section 9.02 hereof, the IssuerIssuers, any Guarantor (with respect to a Guarantee or this Indenture to which it is a party) and the Trustee may amend or supplement this Indenture, Indenture and any Guarantee, the Notes, the Guarantee or Notes Security Document or the Intercreditor Agreements (including in each case, if applicable, the form of agreements attached thereto as exhibits) without the consent of any Holder: (ia) to cure any ambiguity, omission, mistake, defect or inconsistency; (iib) to provide for uncertificated Notes in addition to or in place of certificated Notes; (iiic) to comply with Section 5.01 hereof; (ivd) to provide for the assumption of the Issuer’s Issuers’ or any Guarantor’s obligations to the Holders; (ve) to make any change that would provide any additional rights or benefits to the Holders or that does not materially adversely affect (as determined in good faith by the Issuer) the legal rights under this Indenture of any such Holder; (vif) to add covenants for the benefit of the Holders or to surrender any right or power conferred upon the Issuer Issuers or any Guarantor; (viig) to provide for the issuance of Additional Notes in accordance with the terms of this Indenture; (h) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee or a successor Paying Agent hereunder pursuant to the requirements hereof; (i) to add an obligor or a Guarantor under this Indenture or to release a Guarantor in accordance with the terms of this Indenture; (j) to conform the text of this Indenture, the Guarantees or the Notes to any provision of the “Description of Notes” section of the Offering Circular to the extent that such provision in the “Description of Notes” section of the Offering Circular was intended to be a verbatim recitation of a provision of this Indenture, Guarantee or Notes; (k) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including to facilitate the issuance and administration of the Notes; provided, however, that such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (l) at the Issuer’s election, to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act, if applicable (it being agreed that this Indenture need not qualify under the Trust Indenture Act); (viii) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee hereunder pursuant to the requirements hereof; (ix) to add a Guarantor or co-obligor under this Indenture or to release a Guarantor in accordance with the terms of this Indenture; (x) to conform the text of this Indenture, Guarantees, the Notes, the Notes Security Documents and the Intercreditor Agreements to any provision of the “Description of Notes” section of the Offering Memorandum to the extent that such provision in such “Description of Notes” section was intended to be a verbatim recitation of a provision of this Indenture, Guarantee, the Notes, the Notes Security Documents and the Intercreditor Agreements as provided to the Trustee in an Officer’s Certificate; (xi) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, to facilitate the issuance and administration of the Notes; provided, (A) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (B) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (xii) to provide for the issuance of Additional Notes in accordance with the terms of this Indenture; (xiii) to make, complete or confirm any grant of Collateral permitted or required by this Indenture, any of the Notes Security Documents or the Intercreditor Agreements or any release of Collateral pursuant to the terms of this Indenture, any of the Notes Security Documents or the Intercreditor Agreements; (xiv) to secure additional extensions of credit and add additional secured creditors holding other First Lien Obligations so long as such First Lien Obligations are not prohibited by the provisions of this Indenture or any other then-existing First Lien Debt Documents; (xv) to add additional assets as Collateral; or (xvim) to add provisions to this Indenture and a new form of Note to permit the issuance by the Issuer or a Subsidiary thereof of escrow notes under this Indenture, which may have different terms than other Notes issued under this Indenture so long as the proceeds of such notes remain in escrow (including, but not limited to, separate collateral, different or no guarantees and special mandatory redemption provisions). (b) The Holders will be deemed to have consented for purposes of this Indenture, secure the Notes Security Documents and and/or the Equal Priority Intercreditor Agreement (and, if applicable, a Junior Lien Intercreditor Agreement) to any of the following amendments and other modifications to this Indenture, the Notes Security Documents or the Equal Priority Intercreditor Agreement (or, if applicable, a Junior Lien Intercreditor Agreement) and the entry into a Junior Lien Intercreditor Agreement: (i) to effect any amendment or supplement to the Equal Priority Intercreditor Agreement or any other Intercreditor Agreement that is for the purpose of adding the holders of First Lien Obligations or Indebtedness secured on a junior basis to the Notes or any other Indebtedness that is permitted under Section 4.09 and is Secured Indebtedness (or a representative with respect thereto) as parties thereto, as expressly contemplated by the terms of such Intercreditor Agreement, as applicable (it being understood that any such amendment, modification or supplement may make such other changes to the Equal Priority Intercreditor Agreement or any other applicable Intercreditor Agreement as, in the good faith determination of the Bank Collateral Agent, are required to effectuate the foregoing and provided that such other changes are not adverse, in any material respect, to the interests of the Holders); (ii) to enter into any Junior Lien Intercreditor Agreement or any Equal Priority Intercreditor Agreement related Guarantees or to any restatement or replacement thereof or to effect the Equal Priority Intercreditor Amendments or other Intercreditor Amendments; or (iii) that is expressly contemplated by any Intercreditor Agreement or this Indenture. (c) The Notes Collateral Agent is hereby authorized and directed to enter into the Equal Priority Intercreditor Agreement and any other Intercreditor Agreement to the extent contemplated by the terms of this Indenture without the consent of any Holder, and by accepting a Note, each Holder will be deemed to have acknowledged that such Intercreditor Agreement is binding upon themadd collateral thereto. By accepting a Note, each Holder will be deemed to have (a) agreed that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreements, (b) authorized and instructed the Notes Collateral Agent to enter into the Equal Priority Intercreditor Agreement and to subject the Liens on the Collateral to the provisions thereof and (c) without any further consent of such Holder, authorized and instructed the Notes Collateral Agent to execute and deliver on behalf of itself, the Trustee and the Holders the Equal Priority Intercreditor Agreement, any other intercreditor agreement or any amendment (or amendment and restatement) to the Notes Security Documents or an Intercreditor Agreement contemplated by this Indenture. In connection with any such amendment of the Equal Priority Intercreditor Agreement or any other Intercreditor Agreements, the Issuer shall provide an Officer’s Certificate to the Notes Collateral Agent stating that such amendment complies with and/or is permitted by this Indenture, on which the Notes Collateral Agent shall be entitled to conclusively rely without any investigation. In addition, by accepting a Note, each Holder will be deemed to have authorized and directed the Notes Collateral Agent to enter into (i) any amendments to the Equal Priority Intercreditor Agreement and any other Intercreditor Agreements, and (ii) any other intercreditor arrangements, in the case of clauses (i), and (ii) to the extent required to give effect to the establishment of intercreditor rights and privileges as contemplated and required or permitted by the Indenture (the “Other Intercreditor Amendments”). (d) Upon the request of the Issuer accompanied by a resolution of the Board of Directors of the Issuer authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof (to the extent requested by the TrusteeTrustee and subject to the last sentence of Section 9.05), the Trustee shall join with the Issuer Issuers and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall have the right, but not be obligated to, enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, neither an Opinion of Counsel nor an Officer’s Certificate Certificate, nor a board resolution, shall be required in connection with the addition of a Guarantor under this Indenture upon execution and delivery by such Guarantor and the Trustee of a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, provided that E hereto in the execution thereof shall be deemed a representation by such Guarantor(s) that all conditions precedent and covenants, if any, relating case of Guarantors added to this Indenture after the execution of such supplemental indenture have been satisfied, provided that the execution thereof shall be deemed a representation by such Guarantor(s) that all conditions precedent and covenants, if any, relating to the execution of such supplemental indenture have been satisfied and the supplemental indenture is enforceable in accordance with its terms subject to (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and similar laws affecting the rights and remedies of creditors generally and (ii) general principles of equityCompletion Date.

Without Consent of Holders. (a) Notwithstanding Section 9.02 hereofThe Parent, the IssuerIssuers, any Guarantor (with respect to a Guarantee or this Indenture to which it is a party) the Subsidiary Guarantors and the Trustee Trustee, together, may amend or supplement this Indenture, any Guarantee, the Notes, the Notes Security Document or the Intercreditor Agreements (including in each case, if applicable, the form of agreements attached thereto as exhibits) Guaranties without the notice to or consent of any Holder: (i1) to cure any ambiguity, omission, mistake, defect or inconsistency; (ii2) to provide for the assumption by a successor corporation of the obligations of the Parent, the Issuers or any Subsidiary Guarantor under this Indenture; (3) to provide for uncertificated Notes in addition to or in place of certificated Notes; (iii4) to comply add Guaranties with Section 5.01 hereofrespect to the Notes, including any Subsidiary Guaranties or to secure the Notes; (iv) to provide the assumption of the Issuer’s or any Guarantor’s obligations to the Holders; (v) to make any change that would provide any additional rights or benefits to the Holders or that does not materially adversely affect (as determined in good faith by the Issuer) the legal rights under this Indenture of any such Holder; (vi5) to add to the covenants of the Parent or a Restricted Subsidiary for the benefit of the Holders or to surrender any right or power conferred upon the Issuer Parent or any Guarantora Restricted Subsidiary; (vii6) to make any change that does not adversely affect the rights of any Holder in any material respect, as evidenced by an Officer’s Certificate delivered to the Trustee (upon which it may fully rely); (7) to comply with requirements any requirement of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act, if applicable (it being agreed that this Indenture need not qualify under the Trust Indenture Act); (viii) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee hereunder pursuant to the requirements hereof; (ix) to add a Guarantor or co-obligor under this Indenture or to release a Guarantor in accordance with the terms of this Indenture; (x) to conform the text of this Indenture, Guarantees, the Notes, the Notes Security Documents and the Intercreditor Agreements to any provision of the “Description of Notes” section of the Offering Memorandum to the extent that such provision in such “Description of Notes” section was intended to be a verbatim recitation of a provision of this Indenture, Guarantee, the Notes, the Notes Security Documents and the Intercreditor Agreements as provided to the Trustee in an Officer’s Certificate; (xi) 8) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, to facilitate the issuance and administration of the Notes; provided, however, that (Aa) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any other applicable securities law and (Bb) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (xii9) to conform the text of this Indenture or the Guaranties or the Notes to any provision of the “Description of Notes” section of the Offering Memorandum; (10) evidence and provide for the acceptance of appointment by a successor trustee, provided that the successor trustee is otherwise qualified and eligible to act as such under the terms of this Indenture; (11) provide for a reduction in the minimum denominations of the Notes; (12) comply with the rules of any applicable securities depositary; or (13) to provide for the issuance of Additional Notes and related Guaranties in accordance with the terms of this Indenture; (xiii) to make, complete or confirm any grant of Collateral permitted or required by this Indenture, any of the Notes Security Documents or the Intercreditor Agreements or any release of Collateral pursuant to the terms of this Indenture, any of the Notes Security Documents or the Intercreditor Agreements; (xiv) to secure additional extensions of credit and add additional secured creditors holding other First Lien Obligations so long as such First Lien Obligations are not prohibited by the provisions of this Indenture or any other then-existing First Lien Debt Documents; (xv) to add additional assets as Collateral; or (xvi) to add provisions to this Indenture and a new form of Note to permit the issuance by the Issuer or a Subsidiary thereof of escrow notes under this Indenture, which may have different terms than other Notes issued under this Indenture so long as the proceeds of such notes remain limitations set forth in escrow (including, but not limited to, separate collateral, different or no guarantees and special mandatory redemption provisions). (b) The Holders will be deemed to have consented for purposes of this Indenture, the Notes Security Documents and the Equal Priority Intercreditor Agreement (and, if applicable, a Junior Lien Intercreditor Agreement) to any of the following amendments and other modifications to this Indenture, the Notes Security Documents or the Equal Priority Intercreditor Agreement (or, if applicable, a Junior Lien Intercreditor Agreement) and the entry into a Junior Lien Intercreditor Agreement: (i) to effect any amendment or supplement to the Equal Priority Intercreditor Agreement or any other Intercreditor Agreement that is for the purpose of adding the holders of First Lien Obligations or Indebtedness secured on a junior basis to the Notes or any other Indebtedness that is permitted under Section 4.09 and is Secured Indebtedness (or a representative with respect thereto) as parties thereto, as expressly contemplated by the terms of such Intercreditor Agreement, as applicable (it being understood that any such amendment, modification or supplement may make such other changes to the Equal Priority Intercreditor Agreement or any other applicable Intercreditor Agreement as, in the good faith determination of the Bank Collateral Agent, are required to effectuate the foregoing and provided that such other changes are not adverse, in any material respect, to the interests of the Holders); (ii) to enter into any Junior Lien Intercreditor Agreement or any Equal Priority Intercreditor Agreement or to any restatement or replacement thereof or to effect the Equal Priority Intercreditor Amendments or other Intercreditor Amendments; or (iii) that is expressly contemplated by any Intercreditor Agreement or this Indenture. (c) The Notes Collateral Agent is hereby authorized and directed to enter into the Equal Priority Intercreditor Agreement and any other Intercreditor Agreement to the extent contemplated by the terms of this Indenture without the consent of any Holder, and by accepting a Note, each Holder will be deemed to have acknowledged that such Intercreditor Agreement is binding upon them. By accepting a Note, each Holder will be deemed to have (a) agreed that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreements, (b) authorized and instructed the Notes Collateral Agent to enter into the Equal Priority Intercreditor Agreement and to subject the Liens on the Collateral to the provisions thereof and (c) without any further consent of such Holder, authorized and instructed the Notes Collateral Agent to execute and deliver on behalf of itself, the Trustee and the Holders the Equal Priority Intercreditor Agreement, any other intercreditor agreement or any amendment (or amendment and restatement) to the Notes Security Documents or an Intercreditor Agreement contemplated by this Indenture. In connection with any such amendment of the Equal Priority Intercreditor Agreement or any other Intercreditor Agreements, the Issuer shall provide an Officer’s Certificate to the Notes Collateral Agent stating that such amendment complies with and/or is permitted by this Indenture, on which the Notes Collateral Agent shall be entitled to conclusively rely without any investigation. In addition, by accepting a Note, each Holder will be deemed to have authorized and directed the Notes Collateral Agent to enter into (i) any amendments to the Equal Priority Intercreditor Agreement and any other Intercreditor Agreements, and (ii) any other intercreditor arrangements, in the case of clauses (i), and (ii) to the extent required to give effect to the establishment of intercreditor rights and privileges as contemplated and required or permitted by the Indenture (the “Other Intercreditor Amendments”). (d) Upon the request of the Issuer accompanied by a resolution of the Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof (to the extent requested by the Trustee), the Trustee shall join with the Issuer and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall have the right, but not be obligated to, enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, neither an Opinion of Counsel nor an Officer’s Certificate shall be required in connection with the addition of a Guarantor under this Indenture upon execution and delivery by such Guarantor and the Trustee of a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, provided that the execution thereof shall be deemed a representation by such Guarantor(s) that all conditions precedent and covenants, if any, relating to the execution of such supplemental indenture have been satisfied, provided that the execution thereof shall be deemed a representation by such Guarantor(s) that all conditions precedent and covenants, if any, relating to the execution of such supplemental indenture have been satisfied and the supplemental indenture is enforceable in accordance with its terms subject to (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and similar laws affecting the rights and remedies of creditors generally and (ii) general principles of equity.

Without Consent of Holders. (a) Notwithstanding Section 9.02 hereof, the Issuer, any Guarantor (with respect to a Guarantee or this Indenture to which it is a party) The Company and the Trustee may amend or supplement this Indenture, Indenture or any Guarantee, of the Notes, the Notes Security Document Securities or the Intercreditor Agreements (including in each case, if applicable, the form of agreements attached thereto as exhibits) waive any provision hereof or thereof without the consent of any Holder: (i1) to cure any ambiguity, omission, mistake, defect or inconsistency; (ii2) to comply with Sections 4.01 and 4.02 hereof; (3) to provide for uncertificated Notes Securities in addition to or in place of certificated NotesSecurities; (iii4) to add any additional Events of Default; (5) to add to, change or eliminate any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons; (6) to provide for the acceptance of appointment hereunder of a successor trustee in compliance with the provisions hereof; (7) to secure the Securities pursuant to the requirements of Section 3.05 or otherwise; (8) to comply with any requirement in order to effect or maintain the qualification of this Indenture under the TIA; (9) to comply with Section 5.01 hereofany requirements of the SEC in connection with qualifying this Indenture under the TIA; (iv) to provide the assumption of the Issuer’s or any Guarantor’s obligations to the Holders; (v) to make any change that would provide any additional rights or benefits to the Holders or that does not materially adversely affect (as determined in good faith by the Issuer) the legal rights under this Indenture of any such Holder; (vi10) to add to the covenants of the Company for the benefit of the Holders or to surrender any right or power herein conferred upon the Issuer or any Guarantor;Company; or (vii) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act, if applicable (it being agreed that this Indenture need not qualify under the Trust Indenture Act); (viii) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee hereunder pursuant to the requirements hereof; (ix) to add a Guarantor or co-obligor under this Indenture or to release a Guarantor in accordance with the terms of this Indenture; (x) to conform the text of this Indenture, Guarantees, the Notes, the Notes Security Documents and the Intercreditor Agreements to any provision of the “Description of Notes” section of the Offering Memorandum to the extent that such provision in such “Description of Notes” section was intended to be a verbatim recitation of a provision of this Indenture, Guarantee, the Notes, the Notes Security Documents and the Intercreditor Agreements as provided to the Trustee in an Officer’s Certificate; (xi11) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, to facilitate the issuance and administration of the Notes; provided, (A) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (B) such amendment change that does not materially and adversely affect the rights hereunder of Holders to transfer Notes; (xii) to provide for the issuance of Additional Notes in accordance with the terms of this Indenture; (xiii) to make, complete or confirm any grant of Collateral permitted or required by this Indenture, any of the Notes Security Documents or the Intercreditor Agreements or any release of Collateral pursuant to the terms of this Indenture, any of the Notes Security Documents or the Intercreditor Agreements; (xiv) to secure additional extensions of credit and add additional secured creditors holding other First Lien Obligations so long as such First Lien Obligations are not prohibited by the provisions of this Indenture or any other then-existing First Lien Debt Documents; (xv) to add additional assets as Collateral; or (xvi) to add provisions to this Indenture and a new form of Note to permit the issuance by the Issuer or a Subsidiary thereof of escrow notes under this Indenture, which may have different terms than other Notes issued under this Indenture so long as the proceeds of such notes remain in escrow (including, but not limited to, separate collateral, different or no guarantees and special mandatory redemption provisions). (b) The Holders will be deemed to have consented for purposes of this Indenture, the Notes Security Documents and the Equal Priority Intercreditor Agreement (and, if applicable, a Junior Lien Intercreditor Agreement) to any of the following amendments and other modifications to this Indenture, the Notes Security Documents or the Equal Priority Intercreditor Agreement (or, if applicable, a Junior Lien Intercreditor Agreement) and the entry into a Junior Lien Intercreditor Agreement: (i) to effect any amendment or supplement to the Equal Priority Intercreditor Agreement or any other Intercreditor Agreement that is for the purpose of adding the holders of First Lien Obligations or Indebtedness secured on a junior basis to the Notes or any other Indebtedness that is permitted under Section 4.09 and is Secured Indebtedness (or a representative with respect thereto) as parties thereto, as expressly contemplated by the terms of such Intercreditor Agreement, as applicable (it being understood that any such amendment, modification or supplement may make such other changes to the Equal Priority Intercreditor Agreement or any other applicable Intercreditor Agreement as, in the good faith determination of the Bank Collateral Agent, are required to effectuate the foregoing and provided that such other changes are not adverse, Holder in any material respect, to the interests of the Holders); (ii) to enter into any Junior Lien Intercreditor Agreement or any Equal Priority Intercreditor Agreement or to any restatement or replacement thereof or to effect the Equal Priority Intercreditor Amendments or other Intercreditor Amendments; or (iii) that is expressly contemplated by any Intercreditor Agreement or this Indenture. (c) The Notes Collateral Agent is hereby authorized and directed to enter into the Equal Priority Intercreditor Agreement and any other Intercreditor Agreement to the extent contemplated by the terms of this Indenture without the consent of any Holder, and by accepting a Note, each Holder will be deemed to have acknowledged that such Intercreditor Agreement is binding upon them. By accepting a Note, each Holder will be deemed to have (a) agreed that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreements, (b) authorized and instructed the Notes Collateral Agent to enter into the Equal Priority Intercreditor Agreement and to subject the Liens on the Collateral to the provisions thereof and (c) without any further consent of such Holder, authorized and instructed the Notes Collateral Agent to execute and deliver on behalf of itself, the Trustee and the Holders the Equal Priority Intercreditor Agreement, any other intercreditor agreement or any amendment (or amendment and restatement) to the Notes Security Documents or an Intercreditor Agreement contemplated by this Indenture. In connection with any such amendment of the Equal Priority Intercreditor Agreement or any other Intercreditor Agreements, the Issuer shall provide an Officer’s Certificate to the Notes Collateral Agent stating that such amendment complies with and/or is permitted by this Indenture, on which the Notes Collateral Agent shall be entitled to conclusively rely without any investigation. In addition, by accepting a Note, each Holder will be deemed to have authorized and directed the Notes Collateral Agent to enter into (i) any amendments to the Equal Priority Intercreditor Agreement and any other Intercreditor Agreements, and (ii) any other intercreditor arrangements, in the case of clauses (i), and (ii) to the extent required to give effect to the establishment of intercreditor rights and privileges as contemplated and required or permitted by the Indenture (the “Other Intercreditor Amendments”). (d) Upon the request of the Issuer Company accompanied by a resolution of the Board of Directors of the Company authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof (to the extent requested by the Trustee)8.06 hereof, the Trustee shall join with the Issuer and the Guarantors Company in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture Section and to make any further appropriate agreements and stipulations that may be therein contained. After an amendment, but the Trustee shall have the right, but not be obligated to, enter into such amended supplement or supplemental indenture that affects its own rights, duties or immunities waiver under this Indenture or otherwise. Notwithstanding the foregoing, neither an Opinion of Counsel nor an Officer’s Certificate shall be required in connection with the addition of a Guarantor under this Indenture upon execution and delivery by such Guarantor and the Trustee of a supplemental indenture to this IndentureSection 8.01 becomes effective, the form of which is attached as Exhibit D hereto, provided that the execution thereof Company shall be deemed a representation by such Guarantor(s) that all conditions precedent and covenants, if any, relating mail to the execution Holders of each Security affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture have been satisfied, provided that the execution thereof shall be deemed a representation by such Guarantor(s) that all conditions precedent and covenants, if any, relating to the execution of such supplemental indenture have been satisfied and the supplemental indenture is enforceable in accordance with its terms subject to (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and similar laws affecting the rights and remedies of creditors generally and (ii) general principles of equityindenture.

Without Consent of Holders. (a) Notwithstanding Section 9.02 6.1 and 6.2 hereof, without the Issuerconsent of any Holder of Notes, any Guarantor (with respect to a Guarantee the Company or this Indenture to which it is a party) the Guarantors and the Trustee may amend or supplement this Indenture, any Guarantee, the Notes, the Notes Security Document or the Intercreditor Agreements (including in each case, if applicable, the form of agreements attached thereto as exhibits) without the consent of any HolderNote Documents: (i) to cure any ambiguity, omission, mistake, defect or inconsistency; (ii) to provide for uncertificated Notes in addition to or in place of certificated Notes; (iii) to comply with Section 5.01 hereofprovide for the assumption of the Company’s or a Guarantor’s obligations to Holders of Notes and Note Guarantees in the case of a merger or consolidation or sale of all or substantially all of the Company’s or such Guarantor’s assets, as applicable; (iv) to provide the assumption of the Issuer’s or any Guarantor’s obligations to the Holders; (v) to make any change that would provide any additional rights or benefits to the Holders Holders, increase the interest rate applicable to any series of Notes or that does not materially adversely affect (as determined in good faith by the Issuer) the legal rights under this Indenture of any such Holder; (vi) to add covenants for the benefit of the Holders or to surrender any right or power conferred upon the Issuer or any Guarantor; (viiv) to comply with requirements of the SEC Commission in order to effect or maintain the qualification of this the Indenture under the Trust Indenture Act, if applicable (it being agreed that this Indenture need not qualify under the Trust Indenture Act); (viii) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee hereunder pursuant to the requirements hereof; (ix) to add a Guarantor or co-obligor under this Indenture or to release a Guarantor in accordance with the terms of this Indenture; (xvi) to conform the text of this Indenture, the Note Guarantees, the Notes, Notes or the Notes Security Documents and the Intercreditor Agreements to any provision of the Offering Memorandum set forth under the heading “Description of Notes” section of the Offering Memorandum to the extent that such provision in such or “Description of Notes” section was intended to be a verbatim recitation of a provision of this Indenture, Guarantee, the Notes, the Notes Security Documents and the Intercreditor Agreements as provided to the Trustee in an Officer’s CertificateCollateral”; (xivii) to make confirm and evidence the release, termination, subordination or discharge of any amendment to Lien securing the provisions of this Indenture relating to the transfer and legending of Notes as when such release, termination or discharge is permitted by this Indenture, including, to facilitate the issuance and administration of the Notes; provided, (A) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act Security Documents or any applicable securities law and (B) such amendment does not materially and adversely affect the rights of Holders to transfer NotesIntercreditor Agreement; (xiiviii) to provide for the issuance of Additional Notes in accordance with the terms limitations set forth in this Indenture as of the date of this Indenture; (xiiiix) to make, complete allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes or confirm to effect the release of any grant Guarantor from any of Collateral its obligations under its Note Guarantee or this Indenture (to the extent permitted or required by this Indenture); and (x) in the case of any Intercreditor Agreement, in order to subject the security interests in the Collateral to secure any of First Lien Obligations (to the Notes Security Documents extent such Liens are permitted by this Indenture) or the Intercreditor Agreements or any release of Collateral pursuant Second Lien Obligations to the terms of this Indenture, any of the Notes Security Documents or the Intercreditor Agreements; (xiv) to secure additional extensions of credit and add additional secured creditors holding other First Lien Obligations so long as such First Lien Obligations are not prohibited by the provisions of this Indenture or any other then-existing First Lien Debt Documents; (xv) to add additional assets as Collateral; or (xvi) to add provisions to this Indenture and a new form of Note to permit the issuance by the Issuer or a Subsidiary thereof of escrow notes under this Indenture, which may have different terms than other Notes issued under this Indenture so long as the proceeds of such notes remain in escrow (including, but not limited to, separate collateral, different or no guarantees and special mandatory redemption provisions)Agreement. (b) The Holders will be deemed to have consented for purposes of this IndentureNotwithstanding Section 6.1 and 6.2 hereof, the Notes Security Documents and the Equal Priority Intercreditor Agreement (and, if applicable, a Junior Lien Intercreditor Agreement) to any of the following amendments and other modifications to this Indenture, the Notes Security Documents or the Equal Priority Intercreditor Agreement (or, if applicable, a Junior Lien Intercreditor Agreement) and the entry into a Junior Lien Intercreditor Agreement: (i) to effect the extent provided in Section 5.3(e) of the Senior Intercreditor Agreement, any amendment amendment, waiver or supplement to consent in respect of any of the Equal Priority First Lien Collateral Documents (as defined in the Senior Intercreditor Agreement or any other Intercreditor Agreement that is Agreement) for the purpose of adding the holders of to, or deleting from, or waiving or consenting to any departures from any provisions of, any First Lien Obligations Collateral Document (as defined in the Senior Intercreditor Agreement) changing in any manner the rights of the First Lien Agent or Indebtedness secured on a junior basis to the Notes First Lien Claimholders (as defined in the Senior Intercreditor Agreement) or the Company or any Guarantor or any other Indebtedness that is permitted under Section 4.09 Series C Grantor (as defined in the Security Agreement), then such amendment, waiver or consent shall apply automatically to any comparable provision of the comparable Security Documents or the comparable provision in any other Note Document, to the extent applicable to any Collateral, and is Secured Indebtedness (will also apply automatically to the comparable Security Documents or a representative with respect thereto) as parties theretoany other Note Document without the consent of the Trustee, as expressly contemplated the Notes Collateral Agent or any Holder of Notes of any series and without any action by the terms Trustee, the Notes Collateral Agent, the Company, any Guarantor or any other Grantor (as defined in the Security Agreement) and (ii) provisions of such the Senior Intercreditor AgreementAgreement may be amended, as applicable (it being understood that modified or waived without the approval, consent or signature of the Trustee, the Notes Collateral Agent or any Holder of Notes of any series to the extent such amendment, modification or supplement may make waiver is effected solely to implement the succession of a new First Lien Representative and/or First Lien Collateral Agent (as each such other changes to the Equal Priority Intercreditor Agreement or any other applicable Intercreditor Agreement as, term is defined in the good faith determination Senior Intercreditor Agreement) upon a refinancing of the Bank Collateral Agent, are required to effectuate the foregoing and provided that such other changes are not adverse, Credit Agreement in any material respect, to the interests of the Holders); (ii) to enter into any Junior Lien Intercreditor Agreement whole or any Equal Priority Intercreditor Agreement or to any restatement or replacement thereof or to effect the Equal Priority Intercreditor Amendments or other Intercreditor Amendments; or (iii) that is expressly contemplated by any Intercreditor Agreement or this Indenture. (c) The Notes Collateral Agent is hereby authorized and directed to enter into the Equal Priority Intercreditor Agreement and any other Intercreditor Agreement to the extent contemplated by the terms of this Indenture without the consent of any Holder, and by accepting a Note, each in part. Each Holder will be deemed to have acknowledged that such Intercreditor Agreement is binding upon them. By accepting a Note, each Holder will be deemed to have (a) agreed that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreements, (b) authorized and instructed the Notes Collateral Agent to enter into the Equal Priority Intercreditor Agreement and to subject the Liens on the Collateral to the provisions thereof and (c) without any further consent of such Holder, authorized and instructed authorizes the Notes Collateral Agent to execute and deliver on behalf of itself, the Trustee and the Holders the Equal Priority Intercreditor Agreement, any other intercreditor agreement or any amendment (or amendment and restatement) to the Notes Security Documents or an Intercreditor Agreement contemplated by this Indenture. In connection with any such amendment of the Equal Priority Intercreditor Agreement or any other Intercreditor Agreements, the Issuer shall provide an Officer’s Certificate to the Notes Collateral Agent stating that such amendment complies with and/or is permitted by this Indenture, on which the Notes Collateral Agent shall be entitled to conclusively rely without any investigation. In addition, by accepting a Note, each Holder will be deemed to have authorized and directed the Notes Collateral Agent to enter into (i) any amendments to the Equal Priority Intercreditor Agreement and any other Intercreditor Agreements, and (ii) any other intercreditor arrangements, in the case of clauses (i), and (ii) to the extent required to give effect to the establishment of intercreditor rights and privileges as contemplated and required or permitted by the Indenture (the “Other Intercreditor Amendments”). (d) Upon the request of the Issuer accompanied by a resolution of the Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof (to the extent documentation reasonably requested by the TrusteeCompany to evidence any amendment, waiver or consent described in this Section 6.3(b), the Trustee shall join with the Issuer and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall have the right, but not be obligated to, enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, neither an Opinion of Counsel nor an Officer’s Certificate shall be required in connection with the addition of a Guarantor under this Indenture upon execution and delivery by such Guarantor and the Trustee of a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, provided that the execution thereof shall be deemed a representation by such Guarantor(s) that all conditions precedent and covenants, if any, relating to the execution of such supplemental indenture have been satisfied, provided that the execution thereof shall be deemed a representation by such Guarantor(s) that all conditions precedent and covenants, if any, relating to the execution of such supplemental indenture have been satisfied and the supplemental indenture is enforceable in accordance with its terms subject to (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and similar laws affecting the rights and remedies of creditors generally and (ii) general principles of equity.

Without Consent of Holders. (a) Notwithstanding Section 9.02 hereofThe Company, the Issuer, any Guarantor (with respect to a Guarantee or this Indenture to which it is a party) Guarantors and the Trustee may amend or supplement this Indenture, any Guarantee, the Notes, Guarantees or the Notes Security Document or the Intercreditor Agreements (including in each case, if applicable, the form of agreements attached thereto as exhibits) without the consent of any Holder: (ia) to cure any ambiguity, omission, mistake, defect or inconsistency; (iib) to provide for uncertificated Notes in addition to or in place of certificated NotesNotes or to alter the provisions of this Indenture relating to the form of the Notes (including the related definitions) in a manner that does not materially adversely affect any Holder (as determined in good faith by the Company (which determination shall be conclusive)); (iiic) to comply with Section 5.01 hereof5.01; (ivd) to provide for the assumption of the IssuerCompany’s or any Guarantor’s obligations to the Holders; (ve) to make any change that would provide any additional rights or benefits to the Holders or that does not materially adversely affect (as determined in good faith by the Issuer) the legal rights under this Indenture of any such HolderHolder (as determined in good faith by the Company (which determination shall be conclusive)); (vif) to add covenants for the benefit of the Holders or to surrender any right or power conferred upon the Issuer Company or any Guarantor; (vii) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act, if applicable (it being agreed that this Indenture need not qualify under the Trust Indenture Act); (viiig) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee hereunder pursuant to the requirements hereof; (ixh) to provide for the issuance of exchange Notes or private exchange Notes that are identical to exchange Notes except that they are not freely transferable; (i) to provide for the issuance of Additional Notes in accordance with this Indenture; (j) to add a Guarantor or co-obligor under this Indenture and to allow a Guarantor to execute a supplemental indenture or guarantee the Notes or to release a Guarantor in accordance with the terms of this Indenture; (xk) to conform the text of this Indenture, Guarantees, the Notes, Guarantees or the Notes Security Documents and the Intercreditor Agreements to any provision provisions of the “Description of Notes” section of in the Offering Memorandum to the extent that such provision in such “Description of Notes” section was intended to be a verbatim recitation of a provision of this Indenture, Guarantee, Guarantee or Notes (as determined in good faith by the Notes, the Notes Security Documents and the Intercreditor Agreements as provided to the Trustee in an Officer’s CertificateCompany (which determination shall be conclusive)); (xil) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, including to facilitate the issuance and administration of the Notes; provided, however, that (Ai) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (Bii) such amendment does not materially and adversely affect the rights of Holders to transfer NotesNotes (in each case, as determined in good faith by the Company (which determination shall be conclusive)); (xiim) to provide for the issuance of Additional the Notes in accordance a manner consistent with the terms of this Indenture; (xiii) to make, complete or confirm any grant of Collateral permitted or required by this Indenture, any of the Notes Security Documents or the Intercreditor Agreements or any release of Collateral pursuant to the terms of this Indenture, any of the Notes Security Documents or the Intercreditor Agreements; (xiv) to secure additional extensions of credit and add additional secured creditors holding other First Lien Obligations so long as such First Lien Obligations are not prohibited by the provisions of this Indenture or any other then-existing First Lien Debt Documents; (xv) to add additional assets as Collateral; or (xvin) to add provisions to this Indenture and a new form of Note to permit the issuance by the Issuer or a Subsidiary thereof of escrow notes under this Indenture, which may have different terms than other Notes issued under this Indenture so long as the proceeds of such notes remain in escrow (including, but not limited to, separate collateral, different or no guarantees and special mandatory redemption provisions). (b) The Holders will be deemed to have consented for purposes of this Indenture, the Notes Security Documents and the Equal Priority Intercreditor Agreement (and, if applicable, a Junior Lien Intercreditor Agreement) to any comply with requirements of the following amendments and other modifications to this Indenture, the Notes Security Documents or the Equal Priority Intercreditor Agreement (or, if applicable, a Junior Lien Intercreditor Agreement) and the entry into a Junior Lien Intercreditor Agreement: (i) SEC in order to effect any amendment or supplement to maintain the Equal Priority Intercreditor Agreement or any other Intercreditor Agreement that is for the purpose of adding the holders of First Lien Obligations or Indebtedness secured on a junior basis to the Notes or any other Indebtedness that is permitted under Section 4.09 and is Secured Indebtedness (or a representative with respect thereto) as parties thereto, as expressly contemplated by the terms of such Intercreditor Agreement, as applicable (it being understood that any such amendment, modification or supplement may make such other changes to the Equal Priority Intercreditor Agreement or any other applicable Intercreditor Agreement as, in the good faith determination of the Bank Collateral Agent, are required to effectuate the foregoing and provided that such other changes are not adverse, in any material respect, to the interests of the Holders); (ii) to enter into any Junior Lien Intercreditor Agreement or any Equal Priority Intercreditor Agreement or to any restatement or replacement thereof or to effect the Equal Priority Intercreditor Amendments or other Intercreditor Amendments; or (iii) that is expressly contemplated by any Intercreditor Agreement or this Indenture. (c) The Notes Collateral Agent is hereby authorized and directed to enter into the Equal Priority Intercreditor Agreement and any other Intercreditor Agreement to the extent contemplated by the terms qualification of this Indenture without under the consent of any Holder, and by accepting a Note, each Holder will be deemed to have acknowledged that such Intercreditor Agreement is binding upon them. By accepting a Note, each Holder will be deemed to have (a) agreed that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreements, (b) authorized and instructed the Notes Collateral Agent to enter into the Equal Priority Intercreditor Agreement and to subject the Liens on the Collateral to the provisions thereof and (c) without any further consent of such Holder, authorized and instructed the Notes Collateral Agent to execute and deliver on behalf of itself, the Trustee and the Holders the Equal Priority Intercreditor Agreement, any other intercreditor agreement or any amendment (or amendment and restatement) to the Notes Security Documents or an Intercreditor Agreement contemplated by this Indenture. In connection with any such amendment of the Equal Priority Intercreditor Agreement or any other Intercreditor Agreements, the Issuer shall provide an Officer’s Certificate to the Notes Collateral Agent stating that such amendment complies with and/or is permitted by this Indenture, on which the Notes Collateral Agent shall be entitled to conclusively rely without any investigation. In addition, by accepting a Note, each Holder will be deemed to have authorized and directed the Notes Collateral Agent to enter into (i) any amendments to the Equal Priority Intercreditor Agreement and any other Intercreditor Agreements, and (ii) any other intercreditor arrangements, in the case of clauses (i), and (ii) to the extent required to give effect to the establishment of intercreditor rights and privileges as contemplated and required or permitted by the Trust Indenture (the “Other Intercreditor Amendments”)Act. (d) Upon the request of the Issuer accompanied by a resolution of the Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof (to the extent requested by the Trustee), the Trustee shall join with the Issuer and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall have the right, but not be obligated to, enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, neither an Opinion of Counsel nor an Officer’s Certificate shall be required in connection with the addition of a Guarantor under this Indenture upon execution and delivery by such Guarantor and the Trustee of a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, provided that the execution thereof shall be deemed a representation by such Guarantor(s) that all conditions precedent and covenants, if any, relating to the execution of such supplemental indenture have been satisfied, provided that the execution thereof shall be deemed a representation by such Guarantor(s) that all conditions precedent and covenants, if any, relating to the execution of such supplemental indenture have been satisfied and the supplemental indenture is enforceable in accordance with its terms subject to (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and similar laws affecting the rights and remedies of creditors generally and (ii) general principles of equity.

Without Consent of Holders. (a) Notwithstanding Section 9.02 hereof, the Issuer, any Guarantor (with respect to a Guarantee or this Indenture to which it is a party) The Issuer and the Trustee Trustee, together, may amend or supplement this Indenture, any Guarantee, the Notes, Indenture or the Notes Security Document without notice to or the Intercreditor Agreements (including in each case, if applicable, the form of agreements attached thereto as exhibits) without the consent of any Holder: (i1) to cure any ambiguity, omission, mistake, defect or inconsistency; (ii2) to provide for the assumption by a successor corporation of the obligations of the Issuer under this Indenture; (3) to provide for uncertificated Notes in addition to or in place of certificated Notes; (iii4) to comply add guarantees with Section 5.01 hereofrespect to the Notes or to secure the Notes; (iv) to provide the assumption of the Issuer’s or any Guarantor’s obligations to the Holders; (v) to make any change that would provide any additional rights or benefits to the Holders or that does not materially adversely affect (as determined in good faith by the Issuer) the legal rights under this Indenture of any such Holder; (vi5) to add to the covenants of the Issuer or a Subsidiary for the benefit of the Holders or to surrender any right or power conferred upon the Issuer or any Guarantora Subsidiary; (vii6) to make any change that does not adversely affect the rights of any Holder, as evidenced by an Officer’s Certificate delivered to the Trustee (upon which it may fully rely); (7) to comply with requirements any requirement of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act, if applicable (it being agreed that this Indenture need not qualify under the Trust Indenture Act); (viii) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee hereunder pursuant to the requirements hereof; (ix) to add a Guarantor or co-obligor under this Indenture or to release a Guarantor in accordance with the terms of this Indenture; (x) to conform the text of this Indenture, Guarantees, the Notes, the Notes Security Documents and the Intercreditor Agreements to any provision of the “Description of Notes” section of the Offering Memorandum to the extent that such provision in such “Description of Notes” section was intended to be a verbatim recitation of a provision of this Indenture, Guarantee, the Notes, the Notes Security Documents and the Intercreditor Agreements as provided to the Trustee in an Officer’s Certificate; (xi) 8) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, to facilitate the issuance and administration of the Notes; provided, however, that (Aa) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any other applicable securities law and (Bb) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (xii9) to conform the text of this Indenture or the Notes to any provision of the “Description of Notes” section of the Prospectus; to the extent that such provision in the “Description of notes” section of the Prospectus was intended to be a substantially verbatim recitation of a provision of this Indenture or the Notes, as evidenced by an Officer’s Certificate delivered to the Trustee (upon which it may fully rely); (10) evidence and provide for the acceptance of appointment by a successor trustee, provided that the successor trustee is otherwise qualified and eligible to act as such under the terms of this Indenture; (11) provide for a reduction in the minimum denominations of the Notes; (12) comply with the rules of any applicable securities depositary; or (13) to provide for the issuance of Additional Notes in accordance with the terms of this Indenture; (xiii) to make, complete or confirm any grant of Collateral permitted or required by this Indenture, any of the Notes Security Documents or the Intercreditor Agreements or any release of Collateral pursuant to the terms of this Indenture, any of the Notes Security Documents or the Intercreditor Agreements; (xiv) to secure additional extensions of credit and add additional secured creditors holding other First Lien Obligations so long as such First Lien Obligations are not prohibited by the provisions of this Indenture or any other then-existing First Lien Debt Documents; (xv) to add additional assets as Collateral; or (xvi) to add provisions to this Indenture and a new form of Note to permit the issuance by the Issuer or a Subsidiary thereof of escrow notes under this Indenture, which may have different terms than other Notes issued under this Indenture so long as the proceeds of such notes remain limitations set forth in escrow (including, but not limited to, separate collateral, different or no guarantees and special mandatory redemption provisions). (b) The Holders will be deemed to have consented for purposes of this Indenture, the Notes Security Documents and the Equal Priority Intercreditor Agreement (and, if applicable, a Junior Lien Intercreditor Agreement) to any of the following amendments and other modifications to this Indenture, the Notes Security Documents or the Equal Priority Intercreditor Agreement (or, if applicable, a Junior Lien Intercreditor Agreement) and the entry into a Junior Lien Intercreditor Agreement: (i) to effect any amendment or supplement to the Equal Priority Intercreditor Agreement or any other Intercreditor Agreement that is for the purpose of adding the holders of First Lien Obligations or Indebtedness secured on a junior basis to the Notes or any other Indebtedness that is permitted under Section 4.09 and is Secured Indebtedness (or a representative with respect thereto) as parties thereto, as expressly contemplated by the terms of such Intercreditor Agreement, as applicable (it being understood that any such amendment, modification or supplement may make such other changes to the Equal Priority Intercreditor Agreement or any other applicable Intercreditor Agreement as, in the good faith determination of the Bank Collateral Agent, are required to effectuate the foregoing and provided that such other changes are not adverse, in any material respect, to the interests of the Holders); (ii) to enter into any Junior Lien Intercreditor Agreement or any Equal Priority Intercreditor Agreement or to any restatement or replacement thereof or to effect the Equal Priority Intercreditor Amendments or other Intercreditor Amendments; or (iii) that is expressly contemplated by any Intercreditor Agreement or this Indenture. (c) The Notes Collateral Agent is hereby authorized and directed to enter into the Equal Priority Intercreditor Agreement and any other Intercreditor Agreement to the extent contemplated by the terms of this Indenture without the consent of any Holder, and by accepting a Note, each Holder will be deemed to have acknowledged that such Intercreditor Agreement is binding upon them. By accepting a Note, each Holder will be deemed to have (a) agreed that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreements, (b) authorized and instructed the Notes Collateral Agent to enter into the Equal Priority Intercreditor Agreement and to subject the Liens on the Collateral to the provisions thereof and (c) without any further consent of such Holder, authorized and instructed the Notes Collateral Agent to execute and deliver on behalf of itself, the Trustee and the Holders the Equal Priority Intercreditor Agreement, any other intercreditor agreement or any amendment (or amendment and restatement) to the Notes Security Documents or an Intercreditor Agreement contemplated by this Indenture. In connection with any such amendment of the Equal Priority Intercreditor Agreement or any other Intercreditor Agreements, the Issuer shall provide an Officer’s Certificate to the Notes Collateral Agent stating that such amendment complies with and/or is permitted by this Indenture, on which the Notes Collateral Agent shall be entitled to conclusively rely without any investigation. In addition, by accepting a Note, each Holder will be deemed to have authorized and directed the Notes Collateral Agent to enter into (i) any amendments to the Equal Priority Intercreditor Agreement and any other Intercreditor Agreements, and (ii) any other intercreditor arrangements, in the case of clauses (i), and (ii) to the extent required to give effect to the establishment of intercreditor rights and privileges as contemplated and required or permitted by the Indenture (the “Other Intercreditor Amendments”). (d) Upon the request of the Issuer accompanied by a resolution of the Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof (to the extent requested by the Trustee), the Trustee shall join with the Issuer and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall have the right, but not be obligated to, enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, neither an Opinion of Counsel nor an Officer’s Certificate shall be required in connection with the addition of a Guarantor under this Indenture upon execution and delivery by such Guarantor and the Trustee of a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, provided that the execution thereof shall be deemed a representation by such Guarantor(s) that all conditions precedent and covenants, if any, relating to the execution of such supplemental indenture have been satisfied, provided that the execution thereof shall be deemed a representation by such Guarantor(s) that all conditions precedent and covenants, if any, relating to the execution of such supplemental indenture have been satisfied and the supplemental indenture is enforceable in accordance with its terms subject to (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and similar laws affecting the rights and remedies of creditors generally and (ii) general principles of equity.

Without Consent of Holders. (a) Notwithstanding Section 9.02 hereof9.2 of this Indenture, the IssuerIssuers, any Guarantor (with respect to a its Guarantee or this Indenture to which it is a partyIndenture) and the Trustee may amend amend, supplement or supplement modify this Indenture, any Guarantee, the Notes, Guarantee and the Notes Security Document or the Intercreditor Agreements (including in each case, if applicable, the form of agreements attached thereto as exhibits) without the consent of any Holder: (i) to cure any ambiguity, omission, mistake, defect defect, error or inconsistency, conform any provision to any provision under the heading “Description of Notes,” in the Offering Memorandum or reduce the minimum denomination of the Notes; (ii) to provide for the assumption by a successor Person of the obligations of any Issuer or a Guarantor under any Note Document; (iii) to provide for uncertificated Notes in addition to or in place of certificated Notes; (iii) to comply with Section 5.01 hereof; (iv) to add to or modify the covenants or provide for a Guarantee for the assumption benefit of the Issuer’s Holders or surrender any right or power conferred upon the Company or any Guarantor’s obligations to the HoldersRestricted Subsidiary; (v) to make any change (including changing the CUSIP or other identifying number on any Notes) that would provide any additional rights or benefits to the Holders Holder or that does not materially adversely affect (as determined in good faith by the Issuer) the legal rights under this Indenture of any such HolderHolder in any material respect; (vi) to add covenants for at the benefit of the Holders or to surrender any right or power conferred upon the Issuer or any Guarantor; (vii) Company’s election, to comply with requirements any requirement of the SEC in order to effect or maintain connection with the qualification of this Indenture under the Trust Indenture Act, if applicable such qualification is required; (it being agreed that this Indenture need not qualify under vii) to make such provisions as necessary (as determined in good faith by the Trust Indenture Act)Company) for the issuance of Additional Notes; (viii) to provide for any Restricted Subsidiary to provide a Guarantee in accordance with Section 3.2, to add Guarantees with respect to the Notes, to add security to or for the benefit of the Notes, or to confirm and evidence the release, termination, discharge or retaking of any Guarantee or Lien with respect to or securing the Notes when such release, termination, discharge or retaking is provided for under this Indenture; (ix) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee hereunder pursuant to the requirements hereof; (ix) to add a Guarantor or co-obligor under this Indenture hereof or to release a Guarantor in accordance with provide for the terms of this Indentureaccession by the Trustee to any Note Document; (x) to conform the text of this Indenture, Guarantees, the Notes, the Notes Security Documents and the Intercreditor Agreements to any provision of the “Description of Notes” section of the Offering Memorandum to the extent that such provision in such “Description of Notes” section was intended to be a verbatim recitation of a provision of this Indenture, Guarantee, the Notes, the Notes Security Documents and the Intercreditor Agreements as provided to the Trustee in an Officer’s Certificate; (xi) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation, to facilitate the issuance and administration of the Notes; provided, (A) however, that compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law law; (xi) to comply with the rules and (B) such amendment does not materially and adversely affect the rights procedures of Holders to transfer Notes;any applicable securities depositary; or (xii) to provide for the issuance of Additional Notes in accordance with the terms of this Indenture; (xiii) to make, complete or confirm make any grant of Collateral permitted or required by this Indenture, any of the Notes Security Documents or the Intercreditor Agreements or any release of Collateral pursuant amendment to the terms of this Indenture, any of the Notes Security Documents or the Intercreditor Agreements; (xiv) to secure additional extensions of credit and add additional secured creditors holding other First Lien Obligations so long as such First Lien Obligations are not prohibited by the provisions of this Indenture or any other then-existing First Lien Debt Documents; (xv) to add additional assets as Collateral; or (xvi) to add provisions to this Indenture and a new form of Note to permit the issuance by the Issuer or a Subsidiary thereof of escrow notes under this Indenture, which may have different terms than other Notes issued under this Indenture so long as the proceeds of such notes remain in escrow (including, but not limited to, separate collateral, different or no guarantees and special mandatory redemption provisions). (b) The Holders will be deemed to have consented for purposes of this Indenture, the Guarantees and/or the Notes Security Documents and to eliminate the Equal Priority Intercreditor Agreement (and, if applicable, a Junior Lien Intercreditor Agreement) to effect of any Accounting Change or in the application thereof as described in the last paragraph of the following amendments and other modifications definition of “GAAP.” Subject to this IndentureSection 9.2, the Notes Security Documents or the Equal Priority Intercreditor Agreement (or, if applicable, a Junior Lien Intercreditor Agreement) and the entry into a Junior Lien Intercreditor Agreement: (i) to effect any amendment or supplement to the Equal Priority Intercreditor Agreement or any other Intercreditor Agreement that is for the purpose of adding the holders of First Lien Obligations or Indebtedness secured on a junior basis to the Notes or any other Indebtedness that is permitted under Section 4.09 and is Secured Indebtedness (or a representative with respect thereto) as parties thereto, as expressly contemplated by the terms of such Intercreditor Agreement, as applicable (it being understood that any such amendment, modification or supplement may make such other changes to the Equal Priority Intercreditor Agreement or any other applicable Intercreditor Agreement as, in the good faith determination of the Bank Collateral Agent, are required to effectuate the foregoing and provided that such other changes are not adverse, in any material respect, to the interests of the Holders); (ii) to enter into any Junior Lien Intercreditor Agreement or any Equal Priority Intercreditor Agreement or to any restatement or replacement thereof or to effect the Equal Priority Intercreditor Amendments or other Intercreditor Amendments; or (iii) that is expressly contemplated by any Intercreditor Agreement or this Indenture. (c) The Notes Collateral Agent is hereby authorized and directed to enter into the Equal Priority Intercreditor Agreement and any other Intercreditor Agreement to the extent contemplated by the terms of this Indenture without the consent of any Holder, and by accepting a Note, each Holder will be deemed to have acknowledged that such Intercreditor Agreement is binding upon them. By accepting a Note, each Holder will be deemed to have (a) agreed that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreements, (b) authorized and instructed the Notes Collateral Agent to enter into the Equal Priority Intercreditor Agreement and to subject the Liens on the Collateral to the provisions thereof and (c) without any further consent of such Holder, authorized and instructed the Notes Collateral Agent to execute and deliver on behalf of itself, the Trustee and the Holders the Equal Priority Intercreditor Agreement, any other intercreditor agreement or any amendment (or amendment and restatement) to the Notes Security Documents or an Intercreditor Agreement contemplated by this Indenture. In connection with any such amendment of the Equal Priority Intercreditor Agreement or any other Intercreditor Agreements, the Issuer shall provide an Officer’s Certificate to the Notes Collateral Agent stating that such amendment complies with and/or is permitted by this Indenture, on which the Notes Collateral Agent shall be entitled to conclusively rely without any investigation. In addition, by accepting a Note, each Holder will be deemed to have authorized and directed the Notes Collateral Agent to enter into (i) any amendments to the Equal Priority Intercreditor Agreement and any other Intercreditor Agreements, and (ii) any other intercreditor arrangements, in the case of clauses (i), and (ii) to the extent required to give effect to the establishment of intercreditor rights and privileges as contemplated and required or permitted by the Indenture (the “Other Intercreditor Amendments”). (d) Upon the request of the Issuer accompanied by a resolution of the Board of Directors authorizing the execution of any such amended or supplemental indentureIssuers, and upon receipt by the Trustee of the documents described in Section 7.02 hereof (to the extent requested by the Trustee)Sections 9.6 and 12.4 hereof, the Trustee shall will join with the Issuer Issuers and the Guarantors in the execution of any such amended or supplemental indenture authorized unless such amended or permitted by supplemental indenture affects the terms of Trustee’s own rights, duties or immunities under this Indenture and to make any further appropriate agreements and stipulations that or otherwise, in which case the Trustee may be therein containedin its discretion, but the Trustee shall have the right, but will not be obligated to, enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, neither an Opinion of Counsel nor an Officer’s Certificate shall be required in connection with the addition of a Guarantor under this Indenture upon execution and delivery by such Guarantor and the Trustee of a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, provided that the execution thereof shall be deemed a representation by such Guarantor(s) that all conditions precedent and covenants, if any, relating to the execution of such supplemental indenture have been satisfied, provided that the execution thereof shall be deemed a representation by such Guarantor(s) that all conditions precedent and covenants, if any, relating to the execution of such supplemental indenture have been satisfied and the supplemental indenture is enforceable in accordance with its terms subject to (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and similar laws affecting the rights and remedies of creditors generally and (ii) general principles of equity.

Without Consent of Holders. (a) Notwithstanding Section 9.02 hereof9.2 of this Indenture, the Issuer, any Guarantor (with respect to a its Guarantee or this Indenture to which it is a partyIndenture) and the Trustee may amend amend, supplement or supplement modify this Indenture, any Guarantee, the Notes, Guarantee and the Notes Security Document or the Intercreditor Agreements (including in each case, if applicable, the form of agreements attached thereto as exhibits) without the consent of any Holder: (i1) to cure any ambiguity, omission, mistake, defect defect, error or inconsistency, conform any provision to any provision under the heading “Description of the Notes” in the Offering Memorandum or reduce the minimum denomination thereof; (ii2) to provide for the assumption by a successor Person of the obligations of the Issuer or any Guarantor under any Note Document; (3) to provide for uncertificated Notes in addition to or in place of certificated Notes; (iii) to comply with Section 5.01 hereof; (iv) to provide the assumption of the Issuer’s or any Guarantor’s obligations to the Holders; (v) to make any change that would provide any additional rights or benefits to the Holders or that does not materially adversely affect (as determined in good faith by the Issuer) the legal rights under this Indenture of any such Holder; (vi4) to add to the covenants or provide for a Guarantee for the benefit of the Holders or to surrender any right or power conferred upon the Issuer or any GuarantorRestricted Subsidiary; (vii5) to make any change that does not adversely affect the rights of any Holder in any material respect; (6) at the Issuer’s election, comply with requirements any requirement of the SEC in order to effect or maintain connection with the qualification of this Indenture under the Trust Indenture ActTIA, if applicable (it being agreed that this Indenture need not qualify under the Trust Indenture Act)such qualification is required; (viii7) make such provisions as necessary (as determined in good faith by the Issuer) for the issuance of Exchange Notes and Additional Notes; (8) to provide for any Restricted Subsidiary to provide a Guarantee in accordance with Section 3.2, to add Guarantees with respect to the Notes, to add security to or for the benefit of the Notes, or to confirm and evidence the release, termination, discharge or retaking of any Guarantee or Lien with respect to or securing the Notes when such release, termination, discharge or retaking is provided for under this Indenture; (9) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee hereunder pursuant to the requirements hereof;hereof or to provide for the accession by the Trustee to any Note Document; or (ix) to add a Guarantor or co-obligor under this Indenture or to release a Guarantor in accordance with the terms of this Indenture; (x) to conform the text of this Indenture, Guarantees, the Notes, the Notes Security Documents and the Intercreditor Agreements to any provision of the “Description of Notes” section of the Offering Memorandum to the extent that such provision in such “Description of Notes” section was intended to be a verbatim recitation of a provision of this Indenture, Guarantee, the Notes, the Notes Security Documents and the Intercreditor Agreements as provided to the Trustee in an Officer’s Certificate; (xi10) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation, to facilitate the issuance and administration of Notes and the Exchange Notes; provided, however, that (Ai) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (Bii) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (xii) . Subject to provide for the issuance of Additional Notes in accordance with the terms of this Indenture; (xiii) to makeSection 9.2, complete or confirm any grant of Collateral permitted or required by this Indenture, any of the Notes Security Documents or the Intercreditor Agreements or any release of Collateral pursuant to the terms of this Indenture, any of the Notes Security Documents or the Intercreditor Agreements; (xiv) to secure additional extensions of credit and add additional secured creditors holding other First Lien Obligations so long as such First Lien Obligations are not prohibited by the provisions of this Indenture or any other then-existing First Lien Debt Documents; (xv) to add additional assets as Collateral; or (xvi) to add provisions to this Indenture and a new form of Note to permit the issuance by the Issuer or a Subsidiary thereof of escrow notes under this Indenture, which may have different terms than other Notes issued under this Indenture so long as the proceeds of such notes remain in escrow (including, but not limited to, separate collateral, different or no guarantees and special mandatory redemption provisions). (b) The Holders will be deemed to have consented for purposes of this Indenture, the Notes Security Documents and the Equal Priority Intercreditor Agreement (and, if applicable, a Junior Lien Intercreditor Agreement) to any of the following amendments and other modifications to this Indenture, the Notes Security Documents or the Equal Priority Intercreditor Agreement (or, if applicable, a Junior Lien Intercreditor Agreement) and the entry into a Junior Lien Intercreditor Agreement: (i) to effect any amendment or supplement to the Equal Priority Intercreditor Agreement or any other Intercreditor Agreement that is for the purpose of adding the holders of First Lien Obligations or Indebtedness secured on a junior basis to the Notes or any other Indebtedness that is permitted under Section 4.09 and is Secured Indebtedness (or a representative with respect thereto) as parties thereto, as expressly contemplated by the terms of such Intercreditor Agreement, as applicable (it being understood that any such amendment, modification or supplement may make such other changes to the Equal Priority Intercreditor Agreement or any other applicable Intercreditor Agreement as, in the good faith determination of the Bank Collateral Agent, are required to effectuate the foregoing and provided that such other changes are not adverse, in any material respect, to the interests of the Holders); (ii) to enter into any Junior Lien Intercreditor Agreement or any Equal Priority Intercreditor Agreement or to any restatement or replacement thereof or to effect the Equal Priority Intercreditor Amendments or other Intercreditor Amendments; or (iii) that is expressly contemplated by any Intercreditor Agreement or this Indenture. (c) The Notes Collateral Agent is hereby authorized and directed to enter into the Equal Priority Intercreditor Agreement and any other Intercreditor Agreement to the extent contemplated by the terms of this Indenture without the consent of any Holder, and by accepting a Note, each Holder will be deemed to have acknowledged that such Intercreditor Agreement is binding upon them. By accepting a Note, each Holder will be deemed to have (a) agreed that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreements, (b) authorized and instructed the Notes Collateral Agent to enter into the Equal Priority Intercreditor Agreement and to subject the Liens on the Collateral to the provisions thereof and (c) without any further consent of such Holder, authorized and instructed the Notes Collateral Agent to execute and deliver on behalf of itself, the Trustee and the Holders the Equal Priority Intercreditor Agreement, any other intercreditor agreement or any amendment (or amendment and restatement) to the Notes Security Documents or an Intercreditor Agreement contemplated by this Indenture. In connection with any such amendment of the Equal Priority Intercreditor Agreement or any other Intercreditor Agreements, the Issuer shall provide an Officer’s Certificate to the Notes Collateral Agent stating that such amendment complies with and/or is permitted by this Indenture, on which the Notes Collateral Agent shall be entitled to conclusively rely without any investigation. In addition, by accepting a Note, each Holder will be deemed to have authorized and directed the Notes Collateral Agent to enter into (i) any amendments to the Equal Priority Intercreditor Agreement and any other Intercreditor Agreements, and (ii) any other intercreditor arrangements, in the case of clauses (i), and (ii) to the extent required to give effect to the establishment of intercreditor rights and privileges as contemplated and required or permitted by the Indenture (the “Other Intercreditor Amendments”). (d) Upon the request of the Issuer accompanied by a resolution of the Board of Directors Resolution authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof (to the extent requested by the Trustee)12.4 hereof, the Trustee shall will join with the Issuer and the Guarantors in the execution of any such amended or supplemental indenture authorized unless such amended or permitted by supplemental indenture directly affects the terms of Trustee’s own rights, duties or immunities under this Indenture and to make any further appropriate agreements and stipulations that or otherwise, in which case the Trustee may be therein containedin its discretion, but the Trustee shall have the right, but will not be obligated to, enter into such amended or supplemental indenture that affects its own rights, duties Indenture. After an amendment or immunities supplement under this Indenture Section 9.1 becomes effective, the Issuer shall mail to Holders a notice briefly describing such amendment or otherwisesupplement. Notwithstanding The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the foregoing, neither validity of an Opinion of Counsel nor an Officer’s Certificate shall be required in connection with the addition of a Guarantor amendment or supplement under this Indenture upon execution and delivery by such Guarantor and the Trustee of a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, provided that the execution thereof shall be deemed a representation by such Guarantor(s) that all conditions precedent and covenants, if any, relating to the execution of such supplemental indenture have been satisfied, provided that the execution thereof shall be deemed a representation by such Guarantor(s) that all conditions precedent and covenants, if any, relating to the execution of such supplemental indenture have been satisfied and the supplemental indenture is enforceable in accordance with its terms subject to (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and similar laws affecting the rights and remedies of creditors generally and (ii) general principles of equitySection 9.1.

Without Consent of Holders. (a) Notwithstanding Section 9.02 hereof, the Issuer, any Guarantor (with respect to a Guarantee or this Indenture to which it is a party) The Issuer and the Trustee may amend amend, waive or supplement this Indenture, any Guarantee, the Notes, Note Guarantees or the Notes Security Document or the Intercreditor Agreements (including in each case, if applicable, the form of agreements attached thereto as exhibits) without the consent of any Holder: (i) to cure any ambiguityprovide for the assumption of the Issuer’s obligations to the Holders pursuant to Section 5.01 (including in respect of the assumption of WRECO’s obligations as Issuer of the Notes by TPH pursuant to the Issuer Supplemental Indenture and the guarantee of the Notes by WRECO pursuant to a supplemental indenture, omissionin each case, mistake, defect or inconsistencyafter the consummation of the Combination); (ii) to provide for uncertificated Notes in addition to or in place of certificated Notes; (iii) to comply with Section 5.01 hereofcure any ambiguity, omission, mistake, defect or inconsistency; (iv) to provide the assumption add Guarantors pursuant to Section 4.08 or release any Guarantor from any of the Issuer’s its obligations under its Notes Guarantee or any Guarantor’s obligations this Indenture (to the Holdersextent permitted by this Indenture); (v) to make any change that would provide any additional rights or benefits to the Holders or that does not materially adversely affect (as determined in good faith by the Issuer) the legal rights under this Indenture of any such Holder; (vi) to add covenants for the benefit of the Holders or to surrender any right or power conferred upon the Issuer or any Guarantor; (vii) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act, if applicable (it being agreed that this Indenture need not qualify under the Trust Indenture Act); (viii) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee hereunder pursuant to the requirements hereof; (ix) to add a Guarantor or co-obligor under this Indenture or to release a Guarantor in accordance with the terms of this Indenture; (x) to conform the text of this Indenture, Guarantees, the Notes, Note Guarantees or the Notes Security Documents and the Intercreditor Agreements to any provision of the “Description of the Notes” section of the Offering Memorandum to the extent that such provision in such “Description of Notes” section was intended to be a verbatim recitation of a provision of this Indenture, Guarantee, the Notes, the Notes Security Documents and the Intercreditor Agreements as provided to the Trustee in an Officer’s CertificateMemorandum; (xi) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, to facilitate the issuance and administration of the Notes; provided, (A) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (B) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (xiivi) to provide for the issuance of Additional Notes in compliance and in accordance with the terms of limitations set forth in this Indenture; (xiiivii) to make, complete or confirm any grant comply with the rules of Collateral permitted or required by this Indenture, any of the Notes Security Documents or the Intercreditor Agreements The Depository Trust Company or any release of Collateral pursuant to the terms of this Indenture, any of the Notes Security Documents or the Intercreditor Agreementsapplicable securities depository; (xivviii) to secure additional extensions of credit and add additional secured creditors holding other First Lien Obligations so long as such First Lien Obligations are not prohibited by maintain the provisions qualification of this Indenture or any other then-existing First Lien Debt Documents; (xv) to add additional assets as Collateralunder the TIA; or (xviix) to add provisions to this Indenture and a new form make any other change that does not materially adversely affect the rights of Note to permit the issuance any Holder hereunder as determined in good faith by the Issuer or a Subsidiary thereof Board of escrow notes under this Indenture, which may have different terms than other Notes issued under this Indenture so long as the proceeds of such notes remain in escrow (including, but not limited to, separate collateral, different or no guarantees and special mandatory redemption provisions). (b) Directors. The Holders will be deemed to have consented for purposes of this Indenture, the Notes Security Documents and the Equal Priority Intercreditor Agreement (and, if applicable, a Junior Lien Intercreditor Agreement) to any of the following amendments and other modifications to this Indenture, the Notes Security Documents or the Equal Priority Intercreditor Agreement (or, if applicable, a Junior Lien Intercreditor Agreement) and the entry into a Junior Lien Intercreditor Agreement: (i) to effect any amendment or supplement to the Equal Priority Intercreditor Agreement or any other Intercreditor Agreement that is for the purpose of adding the holders of First Lien Obligations or Indebtedness secured on a junior basis to the Notes or any other Indebtedness that is permitted under Section 4.09 and is Secured Indebtedness (or a representative with respect thereto) as parties thereto, as expressly contemplated by the terms of such Intercreditor Agreement, as applicable (it being understood that any such amendment, modification or supplement may make such other changes to the Equal Priority Intercreditor Agreement or any other applicable Intercreditor Agreement as, in the good faith determination of the Bank Collateral Agent, are required to effectuate the foregoing and provided that such other changes are not adverse, in any material respect, to the interests of the Holders); (ii) to enter into any Junior Lien Intercreditor Agreement or any Equal Priority Intercreditor Agreement or to any restatement or replacement thereof or to effect the Equal Priority Intercreditor Amendments or other Intercreditor Amendments; or (iii) that is expressly contemplated by any Intercreditor Agreement or this Indenture. (c) The Notes Collateral Agent Trustee is hereby authorized and directed to enter into the Equal Priority Intercreditor Agreement and any other Intercreditor Agreement to the extent contemplated by the terms of this Indenture without the consent of any Holder, and by accepting a Note, each Holder will be deemed to have acknowledged that such Intercreditor Agreement is binding upon them. By accepting a Note, each Holder will be deemed to have (a) agreed that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreements, (b) authorized and instructed the Notes Collateral Agent to enter into the Equal Priority Intercreditor Agreement and to subject the Liens on the Collateral to the provisions thereof and (c) without any further consent of such Holder, authorized and instructed the Notes Collateral Agent to execute and deliver on behalf of itself, the Trustee and the Holders the Equal Priority Intercreditor Agreement, any other intercreditor agreement or any amendment (or amendment and restatement) to the Notes Security Documents or an Intercreditor Agreement contemplated by this Indenture. In connection with any such amendment of the Equal Priority Intercreditor Agreement or any other Intercreditor Agreements, the Issuer shall provide an Officer’s Certificate to the Notes Collateral Agent stating that such amendment complies with and/or is permitted by this Indenture, on which the Notes Collateral Agent shall be entitled to conclusively rely without any investigation. In addition, by accepting a Note, each Holder will be deemed to have authorized and directed the Notes Collateral Agent to enter into (i) any amendments to the Equal Priority Intercreditor Agreement and any other Intercreditor Agreements, and (ii) any other intercreditor arrangements, in the case of clauses (i), and (ii) to the extent required to give effect to the establishment of intercreditor rights and privileges as contemplated and required or permitted by the Indenture (the “Other Intercreditor Amendments”). (d) Upon the request of the Issuer accompanied by a resolution of the Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof (to the extent requested by the Trustee), the Trustee shall join with the Issuer and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that which may be therein contained, but the Trustee shall have the right, but not be obligated to, to enter into any such amended or supplemental indenture that which adversely affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, neither an Opinion of Counsel nor an Officer’s Certificate shall be required in connection with the addition of a Guarantor under this Indenture upon execution and delivery by such Guarantor and the Trustee of a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, provided that the execution thereof shall be deemed a representation by such Guarantor(s) that all conditions precedent and covenants, if any, relating to the execution of such supplemental indenture have been satisfied, provided that the execution thereof shall be deemed a representation by such Guarantor(s) that all conditions precedent and covenants, if any, relating to the execution of such supplemental indenture have been satisfied and the supplemental indenture is enforceable in accordance with its terms subject to (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and similar laws affecting the rights and remedies of creditors generally and (ii) general principles of equity.

Without Consent of Holders. (a) Notwithstanding Section 9.02 hereof9.2 of this Indenture, the Issuer, any Guarantor (with respect to a Guarantee or this Indenture to which it is a party) the Trustee and the Trustee other parties hereto, as applicable, may amend or supplement this Indenture, any Guarantee, the Notes, the Notes Security Document or the Intercreditor Agreements (including in each case, if applicable, the form of agreements attached thereto as exhibits) without the consent of any HolderNote Documents to: (i1) to cure any ambiguity, omission, mistake, defect defect, error or inconsistency, conform any provision to any provision under the heading “Description of Notes” in the Offering Memorandum or reduce the minimum denomination of the Notes; (ii2) provide for the assumption by a successor Person of the obligations of the Issuer or a Guarantor under any Note Document or to comply with Section 4.1 hereof; (3) provide for uncertificated Notes in addition to or in place of certificated NotesNotes or to alter the provisions of this Indenture relating to the form of the Notes (including related definitions); (iii4) add to comply with Section 5.01 hereof; (iv) to or modify the covenants or provide the assumption of the Issuer’s or any Guarantor’s obligations to the Holders; (v) to make any change that would provide any additional rights or benefits to the Holders or that does not materially adversely affect (as determined in good faith by the Issuer) the legal rights under this Indenture of any such Holder; (vi) to add covenants for a Guarantee for the benefit of the Holders or to surrender any right or power conferred upon the Issuer Company or any GuarantorRestricted Subsidiary; (vii5) make any change (including changing the Common Code or ISIN number or other identifying number on any Notes) that would provide any additional rights or benefits to the Holders or that does not adversely affect the rights of any Holder in any material respect; (6) at the Issuer’s election, comply with requirements any requirement of the SEC in order to effect or maintain connection with the qualification of this Indenture under the Trust Indenture ActTIA, if applicable (it being agreed that this Indenture need not qualify under the Trust Indenture Act)such qualification is required; (viii7) make such provisions as necessary (as determined in good faith by the Issuer) for the issuance of Additional Notes; (8) add Guarantees with respect to the Notes, to add security to or for the benefit of the Notes, or to confirm and evidence the release, termination, discharge or retaking of any Guarantee or Lien with respect to or securing the Notes when such release, termination, discharge or retaking is provided for under this Indenture; (9) evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee or successor Paying Agent hereunder pursuant to the requirements hereofhereof or to provide for the accession by the Trustee to any Note Document; (ix10) to add a Guarantor or co-obligor under this Indenture or to release a Guarantor in accordance with the terms of this Indenture; (x) to conform the text of this Indenture, Guarantees, the Notes, the Notes Security Documents and the Intercreditor Agreements to any provision of the “Description of Notes” section of the Offering Memorandum to the extent that such provision in such “Description of Notes” section was intended to be a verbatim recitation of a provision of this Indenture, Guarantee, the Notes, the Notes Security Documents and the Intercreditor Agreements as provided to the Trustee in an Officer’s Certificate; (xi) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted not prohibited by this Indenture, including, without limitation, to facilitate the issuance and administration of the Notes; provided, (A) however, that compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any other applicable securities law and (B) such amendment does not materially and adversely affect the rights of Holders to transfer Noteslaw; (xii11) to provide for the issuance of Additional Notes in accordance comply with the terms rules and procedures of this Indenture;any applicable securities depositary; and (xiii12) to make, complete or confirm make any grant of Collateral permitted or required by this Indenture, any of the Notes Security Documents or the Intercreditor Agreements or any release of Collateral pursuant amendment to the terms of this Indenture, any of the Notes Security Documents or the Intercreditor Agreements; (xiv) to secure additional extensions of credit and add additional secured creditors holding other First Lien Obligations so long as such First Lien Obligations are not prohibited by the provisions of this Indenture or any other then-existing First Lien Debt Documents; (xv) to add additional assets as Collateral; or (xvi) to add provisions to this Indenture and a new form of Note to permit the issuance by the Issuer or a Subsidiary thereof of escrow notes under this Indenture, which may have different terms than other Notes issued under this Indenture so long as the proceeds of such notes remain in escrow (including, but not limited to, separate collateral, different or no guarantees and special mandatory redemption provisions). (b) The Holders will be deemed to have consented for purposes of this Indenture, the Guarantees and/or the Notes Security Documents and to eliminate the Equal Priority Intercreditor Agreement (and, if applicable, a Junior Lien Intercreditor Agreement) to effect of any Accounting Change or in the application thereof as described in the last paragraph of the following amendments and other modifications definition of “GAAP.” Subject to this IndentureSection 9.2, the Notes Security Documents or the Equal Priority Intercreditor Agreement (or, if applicable, a Junior Lien Intercreditor Agreement) and the entry into a Junior Lien Intercreditor Agreement: (i) to effect any amendment or supplement to the Equal Priority Intercreditor Agreement or any other Intercreditor Agreement that is for the purpose of adding the holders of First Lien Obligations or Indebtedness secured on a junior basis to the Notes or any other Indebtedness that is permitted under Section 4.09 and is Secured Indebtedness (or a representative with respect thereto) as parties thereto, as expressly contemplated by the terms of such Intercreditor Agreement, as applicable (it being understood that any such amendment, modification or supplement may make such other changes to the Equal Priority Intercreditor Agreement or any other applicable Intercreditor Agreement as, in the good faith determination of the Bank Collateral Agent, are required to effectuate the foregoing and provided that such other changes are not adverse, in any material respect, to the interests of the Holders); (ii) to enter into any Junior Lien Intercreditor Agreement or any Equal Priority Intercreditor Agreement or to any restatement or replacement thereof or to effect the Equal Priority Intercreditor Amendments or other Intercreditor Amendments; or (iii) that is expressly contemplated by any Intercreditor Agreement or this Indenture. (c) The Notes Collateral Agent is hereby authorized and directed to enter into the Equal Priority Intercreditor Agreement and any other Intercreditor Agreement to the extent contemplated by the terms of this Indenture without the consent of any Holder, and by accepting a Note, each Holder will be deemed to have acknowledged that such Intercreditor Agreement is binding upon them. By accepting a Note, each Holder will be deemed to have (a) agreed that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreements, (b) authorized and instructed the Notes Collateral Agent to enter into the Equal Priority Intercreditor Agreement and to subject the Liens on the Collateral to the provisions thereof and (c) without any further consent of such Holder, authorized and instructed the Notes Collateral Agent to execute and deliver on behalf of itself, the Trustee and the Holders the Equal Priority Intercreditor Agreement, any other intercreditor agreement or any amendment (or amendment and restatement) to the Notes Security Documents or an Intercreditor Agreement contemplated by this Indenture. In connection with any such amendment of the Equal Priority Intercreditor Agreement or any other Intercreditor Agreements, the Issuer shall provide an Officer’s Certificate to the Notes Collateral Agent stating that such amendment complies with and/or is permitted by this Indenture, on which the Notes Collateral Agent shall be entitled to conclusively rely without any investigation. In addition, by accepting a Note, each Holder will be deemed to have authorized and directed the Notes Collateral Agent to enter into (i) any amendments to the Equal Priority Intercreditor Agreement and any other Intercreditor Agreements, and (ii) any other intercreditor arrangements, in the case of clauses (i), and (ii) to the extent required to give effect to the establishment of intercreditor rights and privileges as contemplated and required or permitted by the Indenture (the “Other Intercreditor Amendments”). (d) Upon the request of the Issuer accompanied by a resolution of the Board of Directors authorizing the execution of any such amended or supplemental indentureIssuer, and upon receipt by the Trustee of the documents described in Section 7.02 hereof (to the extent requested by the Trustee)Sections 9.6 and 12.6 hereof, the Trustee shall will join with the Issuer and the Guarantors in the execution of any such amended or supplemental indenture authorized unless such amended or permitted by supplemental indenture affects the terms of Trustee’s own rights, duties, liabilities or immunities under this Indenture and to make any further appropriate agreements and stipulations that or otherwise, in which case the Trustee may be therein containedin its discretion, but the Trustee shall have the right, but will not be obligated to, enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, neither an Opinion of Counsel nor an Officer’s Certificate shall be required in connection with the addition of a Guarantor under this Indenture upon execution and delivery by such Guarantor and the Trustee of a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, provided that the execution thereof shall be deemed a representation by such Guarantor(s) that all conditions precedent and covenants, if any, relating to the execution of such supplemental indenture have been satisfied, provided that the execution thereof shall be deemed a representation by such Guarantor(s) that all conditions precedent and covenants, if any, relating to the execution of such supplemental indenture have been satisfied and the supplemental indenture is enforceable in accordance with its terms subject to (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and similar laws affecting the rights and remedies of creditors generally and (ii) general principles of equity.

Without Consent of Holders. (a) Notwithstanding Section 9.02 hereofThe Co-Issuers, the IssuerGuarantors, any Guarantor (with respect to a Guarantee or this Indenture to which it is a party) the Trustee and the Trustee Collateral Trustee, as applicable, may amend amend, waive, supplement or supplement otherwise modify this Indenture, any Guarantee, the Notes, the Notes Note Guarantees, any Security Document or the Intercreditor Agreements (including any other agreement or instrument entered into in each case, if applicable, the form of agreements attached thereto as exhibits) connection with this Indenture without the notice to or consent of any Holder: (i1) to cure any ambiguity, omission, mistake, defect or inconsistency; (ii2) to provide for uncertificated Notes in addition to or in place of certificated Notes; (iii) to comply with Section 5.01 hereof; (iv3) to provide for the assumption of the a Co-Issuer’s or any a Guarantor’s obligations to Holders and Guarantees in the Holderscase of a merger, amalgamation or consolidation or sale of all or substantially all of such Co-Issuer’s or such Guarantor’s assets, as applicable; (v4) to make any change that would provide any additional rights or benefits to the Holders or that does not materially adversely affect (as determined in good faith by the Issuer) the legal rights under this Indenture of any such HolderHolder as set forth in an Officer’s Certificate delivered to the Trustee; (vi) to add covenants for the benefit of the Holders or to surrender any right or power conferred upon the Issuer or any Guarantor; (vii5) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act, if applicable (it being agreed that this Indenture need not qualify under the Trust Indenture Act); (viii6) to evidence allow any Guarantor to execute a supplemental indenture and provide for the acceptance and appointment under this Indenture of a successor Trustee hereunder pursuant Guarantee with respect to the requirements hereof; (ix) to add a Guarantor or co-obligor under this Indenture Notes or to release a Guarantor Guarantee or a security interest under the Notes or a Guarantee in accordance with the terms of this Indenture; (x7) [reserved]; (8) to evidence and provide for the acceptance of appointment under this Indenture by a successor Trustee or Collateral Trustee; (9) to comply with the rules of any applicable securities depository; (10) to conform the text of this Indenture, Guarantees, the Notes, Note Guarantees or the Notes Security Documents and the Intercreditor Agreements to any provision of the “Description of Notes” section of in the Offering Memorandum to the extent that such provision in such the “Description of Notes” section was intended by the Co-Issuers (as demonstrated by an Officer’s Certificate) to be a substantially verbatim recitation of a provision of this Indenture, Guarantee, the Note Guarantees or the Notes;[reserved]; (11) to add to the covenants of the Company or any Restricted Subsidiary for the benefit of the Holders or surrender any rights or powers conferred upon the Company or any Restricted Subsidiary; (12) to provide for a reduction in the minimum denomination of the Notes; (13) to mortgage, pledge or grant a security interest in favor of the Notes Security Documents Trustee or the Collateral Trustee as additional security for the payment and performance of the Intercreditor Agreements as provided obligations under this Indenture of the Co-Issuers or any Guarantor, in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a security interest is required to be granted, to the Collateral Trustee pursuant to any Security Document or otherwise; (14) to establish or maintain the Ship Mortgages as first priority ship mortgages on the Future Mortgaged Vessels, or to correct or amplify the description of any property at any time subject to the Lien of this Indenture or the Ship Mortgages, or to subject additional property to the Lien of this Indenture or the Ship Mortgages; (15) to transfer or change the flag of any Future Mortgaged Vessel to a Permitted Flag Jurisdiction; or (16) to make such changes as are necessary to facilitate the release, substitution and pledging of Collateral that are not materially adverse to any Holder or the Trustee as set forth in an Officer’s Certificate; (xi) to make any amendment Certificate delivered to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, to facilitate the issuance and administration of the Notes; provided, (A) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (B) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (xii) to provide for the issuance of Additional Notes in accordance with the terms of this Indenture; (xiii) to make, complete or confirm any grant of Collateral permitted or required by this Indenture, any of the Notes Security Documents or the Intercreditor Agreements or any release of Collateral pursuant to the terms of this Indenture, any of the Notes Security Documents or the Intercreditor Agreements; (xiv) to secure additional extensions of credit and add additional secured creditors holding other First Lien Obligations so long as such First Lien Obligations are not prohibited by the provisions of this Indenture or any other then-existing First Lien Debt Documents; (xv) to add additional assets as Collateral; or (xvi) to add provisions to this Indenture and a new form of Note to permit the issuance by the Issuer or a Subsidiary thereof of escrow notes under this Indenture, which may have different terms than other Notes issued under this Indenture so long as the proceeds of such notes remain in escrow (including, but not limited to, separate collateral, different or no guarantees and special mandatory redemption provisions). (b) The Holders will be deemed to have consented for purposes of this Indenture, the Notes Security Documents and the Equal Priority Intercreditor Agreement (and, if applicable, a Junior Lien Intercreditor Agreement) to any of the following amendments and other modifications to this Indenture, the Notes Security Documents or the Equal Priority Intercreditor Agreement (or, if applicable, a Junior Lien Intercreditor Agreement) and the entry into a Junior Lien Intercreditor Agreement: (i) to effect any amendment or supplement to the Equal Priority Intercreditor Agreement or any other Intercreditor Agreement that is for the purpose of adding the holders of First Lien Obligations or Indebtedness secured on a junior basis to the Notes or any other Indebtedness that is permitted under Section 4.09 and is Secured Indebtedness (or a representative with respect thereto) as parties thereto, as expressly contemplated by the terms of such Intercreditor Agreement, as applicable (it being understood that any such amendment, modification or supplement may make such other changes to the Equal Priority Intercreditor Agreement or any other applicable Intercreditor Agreement as, in the good faith determination of the Bank Collateral Agent, are required to effectuate the foregoing and provided that such other changes are not adverse, in any material respect, to the interests of the Holders); (ii) to enter into any Junior Lien Intercreditor Agreement or any Equal Priority Intercreditor Agreement or to any restatement or replacement thereof or to effect the Equal Priority Intercreditor Amendments or other Intercreditor Amendments; or (iii) that is expressly contemplated by any Intercreditor Agreement or this Indenture. (c) The Notes Collateral Agent is hereby authorized and directed to enter into the Equal Priority Intercreditor Agreement and any other Intercreditor Agreement to the extent contemplated by the terms of this Indenture without the consent of any Holder, and by accepting a Note, each Holder will be deemed to have acknowledged that such Intercreditor Agreement is binding upon themTrustee. By accepting a Note, each Holder will be deemed to have (a) agreed that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreements, (b) authorized and instructed the Notes Collateral Agent to enter into the Equal Priority Intercreditor Agreement and to subject the Liens on the Collateral to the provisions thereof and (c) without any further consent of such Holder, authorized and instructed the Notes Collateral Agent to execute and deliver on behalf of itself, the Trustee and the Holders the Equal Priority Intercreditor Agreement, any other intercreditor agreement or any amendment (or amendment and restatement) to the Notes Security Documents or an Intercreditor Agreement contemplated by this Indenture. In connection with any such amendment of the Equal Priority Intercreditor Agreement or any other Intercreditor Agreements, the Issuer shall provide an Officer’s Certificate to the Notes Collateral Agent stating that such amendment complies with and/or is permitted by this Indenture, on which the Notes Collateral Agent shall be entitled to conclusively rely without any investigation. In addition, by accepting a Note, each Holder will be deemed to have authorized and directed the Notes Collateral Agent to enter into (i) any amendments to the Equal Priority Intercreditor Agreement and any other Intercreditor Agreements, and (ii) any other intercreditor arrangements, in the case of clauses (i), and (ii) to the extent required to give effect to the establishment of intercreditor rights and privileges as contemplated and required or permitted by the Indenture (the “Other Intercreditor Amendments”). (d) Upon the request of the Issuer Co-Issuers accompanied by a resolution Board Resolution of the Board each of their respective Boards of Directors authorizing the execution of any such amended or supplemental indentureIndenture, and upon receipt by the Trustee or the Collateral Trustee, as applicable, of the any documents described in requested under Section 7.02 hereof (to the extent requested by the Trustee7.02(b), the Trustee or the Collateral Trustee, as applicable, shall join with the Issuer Co-Issuers and the any Guarantors in the execution of any amended or supplemental indenture Indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee or the Collateral Trustee, as applicable, shall have the right, but not be obligated to, to enter into such amended or supplemental indenture Indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, neither an Opinion of Counsel nor an Officer’s Certificate shall be required in connection with the addition of a Guarantor under this Indenture upon execution and delivery by such Guarantor and the Trustee of a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, provided that the execution thereof shall be deemed a representation by such Guarantor(s) that all conditions precedent and covenants, if any, relating to the execution of such supplemental indenture have been satisfied, provided that the execution thereof shall be deemed a representation by such Guarantor(s) that all conditions precedent and covenants, if any, relating to the execution of such supplemental indenture have been satisfied and the supplemental indenture is enforceable in accordance with its terms subject to (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and similar laws affecting the rights and remedies of creditors generally and (ii) general principles of equity.

Without Consent of Holders. (a) Notwithstanding Section 9.02 hereof, the Issuer, any Guarantor (with respect to a Guarantee or this Indenture to which it is a party) The Issuer and the Trustee may amend amend, waive or supplement this Indenture, any Guarantee, the Notes, Note Guarantees or the Notes Security Document without prior notice to or the Intercreditor Agreements (including in each case, if applicable, the form of agreements attached thereto as exhibits) without the consent of any Holder: (i1) to cure any ambiguity, omission, mistake, defect provide for the assumption of the Issuer’s or inconsistencya Guarantor’s obligations to the Holders in accordance with Section 5.01; (ii2) to provide for uncertificated Notes in addition to or in place of certificated Notes; (iii3) to cure any ambiguity, defect or inconsistency; (4) to add any guarantees with respect to the Notes, including the Note Guarantees; (5) to release any Guarantor from any of its obligations under its Note Guarantee or this Indenture (to the extent permitted by this Indenture); (6) to comply with Section 5.01 hereofany requirement of the SEC in connection with any required qualification of this Indenture under the TIA; (iv7) to provide secure the assumption of the Issuer’s or any Guarantor’s obligations to the HoldersNotes; (v) 8) to make any change that would provide any additional rights or benefits to for the Holders or that does not materially adversely affect (as determined issuance of Additional Notes in good faith by accordance with the Issuer) the legal rights under provisions set forth in this Indenture of any such HolderIndenture; (vi9) to add to the covenants of the Issuer or a Restricted Subsidiary for the benefit of the Holders of the Notes or to surrender any right or power conferred upon the Issuer or any Guarantora Restricted Subsidiary; (vii) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act, if applicable (it being agreed that this Indenture need not qualify under the Trust Indenture Act); (viii10) to evidence and provide for the acceptance of appointment by a successor trustee with respect to the Notes and appointment under to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of a successor Trustee hereunder pursuant to the requirements hereoftrusts thereunder by more than one trustee; (ix) to add a Guarantor or co-obligor under this Indenture or to release a Guarantor in accordance with the terms of this Indenture; (x11) to conform the text of this Indenture, Guarantees, the Notes, the Notes Security Documents and or the Intercreditor Agreements Note Guarantees to any provision of the “Description of Notesnotes” section of in the Offering Memorandum to the extent that such provision in such the “Description of Notesnotes” section was intended to be a verbatim recitation of a provision of this Indenture, Guarantee, the Notes, the Notes Security Documents and or the Intercreditor Agreements as provided to the Trustee in an Officer’s Certificate;Note Guarantees; or (xi12) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, to facilitate the issuance and administration of the Notes; provided, (A) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (B) such amendment change that does not materially and adversely affect the rights of Holders to transfer Notes; (xii) to provide for the issuance of Additional Notes in accordance with the terms of this Indenture; (xiii) to make, complete or confirm any grant of Collateral permitted or required by this Indenture, any of the Notes Security Documents or the Intercreditor Agreements or any release of Collateral pursuant to the terms of this Indenture, any of the Notes Security Documents or the Intercreditor Agreements; (xiv) to secure additional extensions of credit and add additional secured creditors holding other First Lien Obligations so long as such First Lien Obligations are not prohibited by the provisions of this Indenture or any other then-existing First Lien Debt Documents; (xv) to add additional assets as Collateral; or (xvi) to add provisions to this Indenture and a new form of Note to permit the issuance by the Issuer or a Subsidiary thereof of escrow notes under this Indenture, which may have different terms than other Notes issued under this Indenture so long as the proceeds of such notes remain in escrow (including, but not limited to, separate collateral, different or no guarantees and special mandatory redemption provisions). (b) Holder hereunder. The Holders will be deemed to have consented for purposes of this Indenture, the Notes Security Documents and the Equal Priority Intercreditor Agreement (and, if applicable, a Junior Lien Intercreditor Agreement) to any of the following amendments and other modifications to this Indenture, the Notes Security Documents or the Equal Priority Intercreditor Agreement (or, if applicable, a Junior Lien Intercreditor Agreement) and the entry into a Junior Lien Intercreditor Agreement: (i) to effect any amendment or supplement to the Equal Priority Intercreditor Agreement or any other Intercreditor Agreement that is for the purpose of adding the holders of First Lien Obligations or Indebtedness secured on a junior basis to the Notes or any other Indebtedness that is permitted under Section 4.09 and is Secured Indebtedness (or a representative with respect thereto) as parties thereto, as expressly contemplated by the terms of such Intercreditor Agreement, as applicable (it being understood that any such amendment, modification or supplement may make such other changes to the Equal Priority Intercreditor Agreement or any other applicable Intercreditor Agreement as, in the good faith determination of the Bank Collateral Agent, are required to effectuate the foregoing and provided that such other changes are not adverse, in any material respect, to the interests of the Holders); (ii) to enter into any Junior Lien Intercreditor Agreement or any Equal Priority Intercreditor Agreement or to any restatement or replacement thereof or to effect the Equal Priority Intercreditor Amendments or other Intercreditor Amendments; or (iii) that is expressly contemplated by any Intercreditor Agreement or this Indenture. (c) The Notes Collateral Agent Trustee is hereby authorized and directed to enter into the Equal Priority Intercreditor Agreement and any other Intercreditor Agreement to the extent contemplated by the terms of this Indenture without the consent of any Holder, and by accepting a Note, each Holder will be deemed to have acknowledged that such Intercreditor Agreement is binding upon them. By accepting a Note, each Holder will be deemed to have (a) agreed that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreements, (b) authorized and instructed the Notes Collateral Agent to enter into the Equal Priority Intercreditor Agreement and to subject the Liens on the Collateral to the provisions thereof and (c) without any further consent of such Holder, authorized and instructed the Notes Collateral Agent to execute and deliver on behalf of itself, the Trustee and the Holders the Equal Priority Intercreditor Agreement, any other intercreditor agreement or any amendment (or amendment and restatement) to the Notes Security Documents or an Intercreditor Agreement contemplated by this Indenture. In connection with any such amendment of the Equal Priority Intercreditor Agreement or any other Intercreditor Agreements, the Issuer shall provide an Officer’s Certificate to the Notes Collateral Agent stating that such amendment complies with and/or is permitted by this Indenture, on which the Notes Collateral Agent shall be entitled to conclusively rely without any investigation. In addition, by accepting a Note, each Holder will be deemed to have authorized and directed the Notes Collateral Agent to enter into (i) any amendments to the Equal Priority Intercreditor Agreement and any other Intercreditor Agreements, and (ii) any other intercreditor arrangements, in the case of clauses (i), and (ii) to the extent required to give effect to the establishment of intercreditor rights and privileges as contemplated and required or permitted by the Indenture (the “Other Intercreditor Amendments”). (d) Upon the request of the Issuer accompanied by a resolution of the Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof (to the extent requested by the Trustee), the Trustee shall join with the Issuer and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that which may be therein contained, but the Trustee shall have the right, but not be obligated to, to enter into any such amended or supplemental indenture that which adversely affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, neither an Opinion of Counsel nor an Officer’s Certificate shall be required in connection with the addition of a Guarantor under this Indenture upon execution and delivery by such Guarantor and the Trustee of a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, provided that the execution thereof shall be deemed a representation by such Guarantor(s) that all conditions precedent and covenants, if any, relating to the execution of such supplemental indenture have been satisfied, provided that the execution thereof shall be deemed a representation by such Guarantor(s) that all conditions precedent and covenants, if any, relating to the execution of such supplemental indenture have been satisfied and the supplemental indenture is enforceable in accordance with its terms subject to (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and similar laws affecting the rights and remedies of creditors generally and (ii) general principles of equity.

Without Consent of Holders. (a) Notwithstanding Section 9.02 hereof, the Issuer, any Guarantor (with respect to a Guarantee or this Indenture to which it is a party) The Company and the Trustee may amend or supplement this Indenture, any Guarantee, the Notes, Indenture or the Notes Security Document without notice to or the Intercreditor Agreements (including in each case, if applicable, the form of agreements attached thereto as exhibits) without the consent of any HolderHolder of a Note for any of the following purposes: (i) to cure any ambiguity, omission, mistake, defect or inconsistency; (ii) to provide for uncertificated Notes in addition to or in place of certificated Notes; (iii) to comply with Section 5.01 hereof; (iv) to provide the assumption of the Issuer’s or any Guarantor’s obligations to the Holders; (v) to make any change that would provide any additional rights or benefits to the Holders or that does not materially adversely affect (as determined in good faith by the Issuer) the legal rights under this Indenture of any such Holder; (via) to add to the covenants of the Company for the benefit of the Holders or of Notes; (b) to surrender any right or power herein conferred upon the Issuer or any GuarantorCompany; (viic) to comply make provision with requirements respect to the conversion rights of the SEC Holders of Notes pursuant to Section 13.11 hereof; (d) to provide for the assumption of the Company’s obligations to the Holders of Notes in order the case of a merger, consolidation, conveyance, transfer or lease pursuant to effect Article 10 hereof; (e) to increase the Conversion Rate; provided, however, that such increase in the Conversion Rate shall not adversely affect the interests of the Holders of Notes in any material respect; (f) to cure any ambiguity or maintain correct or supplement any provision herein or in the qualification Notes which may be inconsistent with any other provision herein or which is otherwise defective; provided that such action pursuant to this clause (f) does not adversely affect the interests of the Holders of Notes in any material respect; provided further that any amendment made solely to conform the provisions of this Indenture to the description thereof set forth under the Trust Indenture Act, caption “Description of Notes” in the Offering Memorandum shall be deemed not to adversely affect the interest of the Holders if applicable (it being agreed the Company delivers an Officers’ Certificate to the Trustee certifying that such amendment is made solely to conform the provisions of this Indenture need not qualify under the Trust Indenture Act)Indenture; (viiig) adding guarantees with respect to the Notes; (h) securing the Notes; (i) to add or modify any other provisions which the Company may deem necessary or desirable and which shall not adversely affect the interests of the Holders of Notes in any material respect; (j) conform as necessary the Indenture and the form or terms of the Notes to the description thereof set forth under the caption “Description of Notes” in the Offering Memorandum; (k) irrevocably elect a settlement method or a Specified Dollar Amount; (l) evidence and provide for the acceptance and of appointment under this Indenture of hereunder by a successor Trustee hereunder pursuant trustee with respect to the requirements hereof; (ix) notes and to add a Guarantor to or co-obligor under this Indenture or to release a Guarantor in accordance with the terms change any of this Indenture; (x) to conform the text of this Indenture, Guarantees, the Notes, the Notes Security Documents and the Intercreditor Agreements to any provision of the “Description of Notes” section of the Offering Memorandum to the extent that such provision in such “Description of Notes” section was intended to be a verbatim recitation of a provision of this Indenture, Guarantee, the Notes, the Notes Security Documents and the Intercreditor Agreements as provided to the Trustee in an Officer’s Certificate; (xi) to make any amendment to the provisions of this Indenture relating as may be necessary to the transfer and legending of Notes as permitted by this Indenture, including, to provide for or facilitate the issuance and administration of the Notes; provided, (A) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (B) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (xii) to provide for the issuance of Additional Notes in accordance with the terms of this Indenture; (xiii) to make, complete or confirm any grant of Collateral permitted or required trusts hereunder by this Indenture, any of the Notes Security Documents or the Intercreditor Agreements or any release of Collateral pursuant to the terms of this Indenture, any of the Notes Security Documents or the Intercreditor Agreements; (xiv) to secure additional extensions of credit and add additional secured creditors holding other First Lien Obligations so long as such First Lien Obligations are not prohibited by the provisions of this Indenture or any other then-existing First Lien Debt Documents; (xv) to add additional assets as Collaterala successor trustee; or (xvim) to add provisions to this Indenture and a new form comply with the applicable procedures of Note to permit the issuance by the Issuer Depositary. After an amendment, supplement or a Subsidiary thereof of escrow notes waiver under this Indenture, which may have different terms than other Notes issued under this Indenture so long as the proceeds of such notes remain in escrow (including, but not limited to, separate collateral, different or no guarantees and special mandatory redemption provisions). (b) The Holders will be deemed to have consented for purposes of this IndentureSection 9.01 becomes effective, the Notes Security Documents and Company or, at the Equal Priority Intercreditor Agreement (and, if applicable, a Junior Lien Intercreditor Agreement) to any written request of the following amendments and other modifications to this IndentureCompany, the Notes Security Documents or the Equal Priority Intercreditor Agreement (or, if applicable, a Junior Lien Intercreditor Agreement) and the entry into a Junior Lien Intercreditor Agreement: (i) to effect any amendment or supplement Trustee shall send to the Equal Priority Intercreditor Agreement Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any other Intercreditor Agreement that is for defect therein, shall not, however, in any way impair or affect the purpose validity of adding the holders of First Lien Obligations or Indebtedness secured on a junior basis to the Notes or any other Indebtedness that is permitted under Section 4.09 and is Secured Indebtedness (or a representative with respect thereto) as parties thereto, as expressly contemplated by the terms of such Intercreditor Agreement, as applicable (it being understood that any such amendment, modification supplement or supplement may make such other changes to the Equal Priority Intercreditor Agreement or any other applicable Intercreditor Agreement as, in the good faith determination of the Bank Collateral Agent, are required to effectuate the foregoing and provided that such other changes are not adverse, in any material respect, to the interests of the Holders); (ii) to enter into any Junior Lien Intercreditor Agreement or any Equal Priority Intercreditor Agreement or to any restatement or replacement thereof or to effect the Equal Priority Intercreditor Amendments or other Intercreditor Amendments; or (iii) that is expressly contemplated by any Intercreditor Agreement or this Indenturewaiver. (c) The Notes Collateral Agent is hereby authorized and directed to enter into the Equal Priority Intercreditor Agreement and any other Intercreditor Agreement to the extent contemplated by the terms of this Indenture without the consent of any Holder, and by accepting a Note, each Holder will be deemed to have acknowledged that such Intercreditor Agreement is binding upon them. By accepting a Note, each Holder will be deemed to have (a) agreed that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreements, (b) authorized and instructed the Notes Collateral Agent to enter into the Equal Priority Intercreditor Agreement and to subject the Liens on the Collateral to the provisions thereof and (c) without any further consent of such Holder, authorized and instructed the Notes Collateral Agent to execute and deliver on behalf of itself, the Trustee and the Holders the Equal Priority Intercreditor Agreement, any other intercreditor agreement or any amendment (or amendment and restatement) to the Notes Security Documents or an Intercreditor Agreement contemplated by this Indenture. In connection with any such amendment of the Equal Priority Intercreditor Agreement or any other Intercreditor Agreements, the Issuer shall provide an Officer’s Certificate to the Notes Collateral Agent stating that such amendment complies with and/or is permitted by this Indenture, on which the Notes Collateral Agent shall be entitled to conclusively rely without any investigation. In addition, by accepting a Note, each Holder will be deemed to have authorized and directed the Notes Collateral Agent to enter into (i) any amendments to the Equal Priority Intercreditor Agreement and any other Intercreditor Agreements, and (ii) any other intercreditor arrangements, in the case of clauses (i), and (ii) to the extent required to give effect to the establishment of intercreditor rights and privileges as contemplated and required or permitted by the Indenture (the “Other Intercreditor Amendments”). (d) Upon the request of the Issuer accompanied by a resolution of the Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof (to the extent requested by the Trustee), the Trustee shall join with the Issuer and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall have the right, but not be obligated to, enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, neither an Opinion of Counsel nor an Officer’s Certificate shall be required in connection with the addition of a Guarantor under this Indenture upon execution and delivery by such Guarantor and the Trustee of a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, provided that the execution thereof shall be deemed a representation by such Guarantor(s) that all conditions precedent and covenants, if any, relating to the execution of such supplemental indenture have been satisfied, provided that the execution thereof shall be deemed a representation by such Guarantor(s) that all conditions precedent and covenants, if any, relating to the execution of such supplemental indenture have been satisfied and the supplemental indenture is enforceable in accordance with its terms subject to (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and similar laws affecting the rights and remedies of creditors generally and (ii) general principles of equity.

Without Consent of Holders. (a) Notwithstanding Section 9.02 hereofThe Issuer, the Issuer, any Guarantor (with respect to a Guarantee or this Indenture to which it is a party) Guarantors and the Trustee Trustee, as applicable, together, may amend or supplement this Indenture, any Guarantee, Indenture (including the Notes, Guarantees) or the Notes Security Document without notice to or the Intercreditor Agreements (including in each case, if applicable, the form of agreements attached thereto as exhibits) without the consent of any Holder: (i1) to cure any ambiguity, omission, mistake, defect or inconsistency;, (ii2) to provide for uncertificated Notes in addition to or in place of certificated Notes;, (iii) to comply with Section 5.01 hereof; (iv3) to provide for the assumption of the Issuer’s or any Guarantor’s obligations to the Holders;Holders in the case of a merger, consolidation or sale of all or substantially all of the Issuer’s assets, in accordance with Article Five, (v4) to add Guarantees with respect to the Notes, (5) to release any Guarantor from its Guarantee or any of its other obligations under this Indenture (to the extent permitted by this Indenture), (6) to make any change that would provide any additional rights or benefits to the Holders or that does not materially adversely affect (as determined in good faith by adds covenants of the Issuer) the legal rights under this Indenture of Issuer or any such Holder; (vi) to add covenants Guarantor for the benefit of the Holders Holders, or to surrender any right or power conferred upon the Issuer or any Guarantor;, (vii7) to make any change that does not materially adversely affect the rights of any Holder hereunder or under the Notes, (8) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under under, or to otherwise comply with, the Trust Indenture Act, if applicable (it being agreed that this Indenture need not qualify under the Trust Indenture Act);, (viii) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee hereunder pursuant to the requirements hereof; (ix) to add a Guarantor or co-obligor under this Indenture or to release a Guarantor in accordance with the terms of this Indenture; (x9) to conform the text of this Indenture, Guarantees, the Notes, Indenture or the Notes Security Documents and the Intercreditor Agreements to any provision of the “Description of Notes” section of the Offering Memorandum to the extent that such provision in such “Description of Notes” section was intended to be a substantially verbatim recitation of a provision of this Indenture, Guarantee, Indenture or the Notes, or (10) to evidence and provide for the acceptance of appointment under this Indenture by a successor Trustee with respect to the Notes Security Documents and the Intercreditor Agreements as provided to the Trustee in an Officer’s Certificate; (xi) to make add or change any amendment to of the provisions of this Indenture relating as shall be necessary to the transfer and legending of Notes as permitted by this Indenture, including, to provide for or facilitate the issuance and administration of the Notes; providedtrusts hereunder by more than one Trustee, (A) compliance with this Indenture as so amended would not result in Notes being transferred in violation provided that the Issuer has delivered to the Trustee an Opinion of the Securities Act or any applicable securities law Counsel and (B) an Officers’ Certificate, each stating that such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (xii) to provide for the issuance of Additional Notes in accordance or supplement complies with the terms of this Indenture; (xiii) to make, complete or confirm any grant of Collateral permitted or required by this Indenture, any of the Notes Security Documents or the Intercreditor Agreements or any release of Collateral pursuant to the terms of this Indenture, any of the Notes Security Documents or the Intercreditor Agreements; (xiv) to secure additional extensions of credit and add additional secured creditors holding other First Lien Obligations so long as such First Lien Obligations are not prohibited by the provisions of this Indenture or any other then-existing First Lien Debt Documents; (xv) to add additional assets as Collateral; or (xvi) to add provisions to this Indenture and a new form of Note to permit the issuance by the Issuer or a Subsidiary thereof of escrow notes under this Indenture, which may have different terms than other Notes issued under this Indenture so long as the proceeds of such notes remain in escrow (including, but not limited to, separate collateral, different or no guarantees and special mandatory redemption provisions)Section 9.01. (b) The Holders will be deemed to have consented for purposes of this Indenture, the Notes Security Documents and the Equal Priority Intercreditor Agreement (and, if applicable, a Junior Lien Intercreditor Agreement) to any of the following amendments and other modifications to this Indenture, the Notes Security Documents or the Equal Priority Intercreditor Agreement (or, if applicable, a Junior Lien Intercreditor Agreement) and the entry into a Junior Lien Intercreditor Agreement: (i) to effect any amendment or supplement to the Equal Priority Intercreditor Agreement or any other Intercreditor Agreement that is for the purpose of adding the holders of First Lien Obligations or Indebtedness secured on a junior basis to the Notes or any other Indebtedness that is permitted under Section 4.09 and is Secured Indebtedness (or a representative with respect thereto) as parties thereto, as expressly contemplated by the terms of such Intercreditor Agreement, as applicable (it being understood that any such amendment, modification or supplement may make such other changes to the Equal Priority Intercreditor Agreement or any other applicable Intercreditor Agreement as, in the good faith determination of the Bank Collateral Agent, are required to effectuate the foregoing and provided that such other changes are not adverse, in any material respect, to the interests of the Holders); (ii) to enter into any Junior Lien Intercreditor Agreement or any Equal Priority Intercreditor Agreement or to any restatement or replacement thereof or to effect the Equal Priority Intercreditor Amendments or other Intercreditor Amendments; or (iii) that is expressly contemplated by any Intercreditor Agreement or this Indenture. (c) The Notes Collateral Agent is hereby authorized and directed to enter into the Equal Priority Intercreditor Agreement and any other Intercreditor Agreement to the extent contemplated by the terms of this Indenture without the consent of any Holder, and by accepting a Note, each Holder will be deemed to have acknowledged that such Intercreditor Agreement is binding upon them. By accepting a Note, each Holder will be deemed to have (a) agreed that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreements, (b) authorized and instructed the Notes Collateral Agent to enter into the Equal Priority Intercreditor Agreement and to subject the Liens on the Collateral to the provisions thereof and (c) without any further consent of such Holder, authorized and instructed the Notes Collateral Agent to execute and deliver on behalf of itself, the Trustee and the Holders the Equal Priority Intercreditor Agreement, any other intercreditor agreement or any amendment (or amendment and restatement) to the Notes Security Documents or an Intercreditor Agreement contemplated by this Indenture. In connection with any such amendment of the Equal Priority Intercreditor Agreement or any other Intercreditor Agreements, the Issuer shall provide an Officer’s Certificate to the Notes Collateral Agent stating that such amendment complies with and/or is permitted by this Indenture, on which the Notes Collateral Agent shall be entitled to conclusively rely without any investigation. In addition, by accepting a Note, each Holder will be deemed to have authorized and directed the Notes Collateral Agent to enter into (i) any amendments to the Equal Priority Intercreditor Agreement and any other Intercreditor Agreements, and (ii) any other intercreditor arrangements, in the case of clauses (i), and (ii) to the extent required to give effect to the establishment of intercreditor rights and privileges as contemplated and required or permitted by the Indenture (the “Other Intercreditor Amendments”). (d) Upon the request of the Issuer accompanied by a resolution of the Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof (to the extent requested by the Trustee), the Trustee shall join with the Issuer and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall have the right, but not be obligated to, enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, neither an Opinion of Counsel nor an Officer’s Certificate shall be required in connection with the addition of a Guarantor under this Indenture upon execution and delivery by such Guarantor and the Trustee of a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, provided that the execution thereof shall be deemed a representation by such Guarantor(s) that all conditions precedent and covenants, if any, relating to the execution of such supplemental indenture have been satisfied, provided that the execution thereof shall be deemed a representation by such Guarantor(s) that all conditions precedent and covenants, if any, relating to the execution of such supplemental indenture have been satisfied and the supplemental indenture is enforceable in accordance with its terms subject to (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and similar laws affecting the rights and remedies of creditors generally and (ii) general principles of equity.

Without Consent of Holders. (a) Notwithstanding Section 9.02 hereofThe Issuer and the Guarantors, the Issuerwhen each authorized by a Resolution, any Guarantor (with respect to a Guarantee or this Indenture to which it is a party) and the Trustee may amend or supplement this Indenture, any Guarantee, Indenture or the Notes, the Notes Security Document or the Intercreditor Agreements (including in each case, if applicable, the form of agreements attached thereto as exhibits) without the consent or vote of any HolderHolder for the following purposes: (i) to cure any ambiguity, omission, mistake, defect or inconsistency; (ii) to provide for uncertificated Notes in addition to or in place of certificated Notescomply with Section 5.01; (iii) to comply with Section 5.01 hereofadd to the covenants of the Issuer or the Guarantors for the benefit of the Holders; (iv) to provide the assumption of the Issuer’s or any Guarantor’s obligations to the Holders; (v) to make any change that would provide any additional rights or benefits to the Holders or that does not materially adversely affect (as determined in good faith by the Issuer) the legal rights under this Indenture of any such Holder; (vi) to add covenants for the benefit of the Holders or to surrender any right or power herein conferred upon the Issuer or any Guarantorthe Guarantors; (vii) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act, if applicable (it being agreed that this Indenture need not qualify under the Trust Indenture Act); (viiiv) to evidence and provide for the acceptance and of an appointment under this Indenture of by a successor Trustee hereunder pursuant to the requirements hereof▇▇▇▇▇▇▇; (ix) to add a Guarantor or co-obligor under this Indenture or to release a Guarantor in accordance with the terms of this Indenture; (x) to conform the text of this Indenture, Guarantees, the Notes, the Notes Security Documents and the Intercreditor Agreements to any provision of the “Description of Notes” section of the Offering Memorandum to the extent that such provision in such “Description of Notes” section was intended to be a verbatim recitation of a provision of this Indenture, Guarantee, the Notes, the Notes Security Documents and the Intercreditor Agreements as provided to the Trustee in an Officer’s Certificate; (xi) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, to facilitate the issuance and administration of the Notes; provided, (A) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (B) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (xiivi) to provide for any guarantee of the issuance Notes, to secure the Notes or to confirm and evidence the release, termination or discharge of Additional Notes in accordance with the terms of this Indenture; (xiii) to make, complete or confirm any grant of Collateral permitted or required by this Indenture, any guarantee of the Notes Security Documents when such release termination or the Intercreditor Agreements or any release of Collateral pursuant to the terms of this Indenture, any of the Notes Security Documents or the Intercreditor Agreements; (xiv) to secure additional extensions of credit and add additional secured creditors holding other First Lien Obligations so long as such First Lien Obligations are not prohibited by the provisions of this Indenture or any other then-existing First Lien Debt Documents; (xv) to add additional assets as Collateral; or (xvi) to add provisions to this Indenture and a new form of Note to permit the issuance by the Issuer or a Subsidiary thereof of escrow notes under this Indenture, which may have different terms than other Notes issued under this Indenture so long as the proceeds of such notes remain in escrow (including, but not limited to, separate collateral, different or no guarantees and special mandatory redemption provisions). (b) The Holders will be deemed to have consented for purposes of this Indenture, the Notes Security Documents and the Equal Priority Intercreditor Agreement (and, if applicable, a Junior Lien Intercreditor Agreement) to any of the following amendments and other modifications to this Indenture, the Notes Security Documents or the Equal Priority Intercreditor Agreement (or, if applicable, a Junior Lien Intercreditor Agreement) and the entry into a Junior Lien Intercreditor Agreement: (i) to effect any amendment or supplement to the Equal Priority Intercreditor Agreement or any other Intercreditor Agreement that is for the purpose of adding the holders of First Lien Obligations or Indebtedness secured on a junior basis to the Notes or any other Indebtedness that is permitted under Section 4.09 and is Secured Indebtedness (or a representative with respect thereto) as parties thereto, as expressly contemplated by the terms of such Intercreditor Agreement, as applicable (it being understood that any such amendment, modification or supplement may make such other changes to the Equal Priority Intercreditor Agreement or any other applicable Intercreditor Agreement as, in the good faith determination of the Bank Collateral Agent, are required to effectuate the foregoing and provided that such other changes are not adverse, in any material respect, to the interests of the Holders); (ii) to enter into any Junior Lien Intercreditor Agreement or any Equal Priority Intercreditor Agreement or to any restatement or replacement thereof or to effect the Equal Priority Intercreditor Amendments or other Intercreditor Amendments; or (iii) that is expressly contemplated by any Intercreditor Agreement or this Indenture. (c) The Notes Collateral Agent is hereby authorized and directed to enter into the Equal Priority Intercreditor Agreement and any other Intercreditor Agreement to the extent contemplated by the terms of this Indenture without the consent of any Holder, and by accepting a Note, each Holder will be deemed to have acknowledged that such Intercreditor Agreement is binding upon them. By accepting a Note, each Holder will be deemed to have (a) agreed that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreements, (b) authorized and instructed the Notes Collateral Agent to enter into the Equal Priority Intercreditor Agreement and to subject the Liens on the Collateral to the provisions thereof and (c) without any further consent of such Holder, authorized and instructed the Notes Collateral Agent to execute and deliver on behalf of itself, the Trustee and the Holders the Equal Priority Intercreditor Agreement, any other intercreditor agreement or any amendment (or amendment and restatement) to the Notes Security Documents or an Intercreditor Agreement contemplated by this Indenture. In connection with any such amendment of the Equal Priority Intercreditor Agreement or any other Intercreditor Agreements, the Issuer shall provide an Officer’s Certificate to the Notes Collateral Agent stating that such amendment complies with and/or discharge is permitted by this Indenture, on which ; or (vii) to comply with any applicable requirements of the Notes Collateral Agent shall be entitled to conclusively rely without any investigation. In addition, by accepting a Note, each Holder will be deemed to have authorized and directed the Notes Collateral Agent to enter into (i) any amendments to the Equal Priority Intercreditor Agreement and any other Intercreditor Agreements, and (ii) any other intercreditor arrangementsSEC; provided that, in the case of clauses clause (i), and ) or (ii) above, the Issuer has delivered to the extent required to give effect to Trustee an Opinion of Counsel and an Officer’s Certificate, each stating that such amendment or supplement complies with the establishment provisions of intercreditor rights and privileges as contemplated and required or permitted by the Indenture (the “Other Intercreditor Amendments”). (d) this Section 9.01. Upon the written request of the Issuer Issuer, accompanied by a resolution of the Board of Directors Resolution authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof (to the extent requested by the Trustee)9.05, the Trustee shall join with the Issuer and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that which may be therein contained, but the Trustee shall have the right, but not be obligated to, to enter into any such amended or supplemental indenture that which affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, neither an Opinion of Counsel nor an Officer’s Certificate shall be required in connection with the addition of a Guarantor under this Indenture upon execution and delivery by such Guarantor and the Trustee of a supplemental indenture The Guarantors must consent to this Indenture, the form of which is attached as Exhibit D hereto, provided that the execution thereof shall be deemed a representation by such Guarantor(s) that all conditions precedent and covenants, if any, relating to the execution of such supplemental indenture have been satisfied, provided that the execution thereof shall be deemed a representation by such Guarantor(s) that all conditions precedent and covenants, if any, relating to the execution of such supplemental indenture have been satisfied and the supplemental indenture is enforceable in accordance with its terms subject to (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and similar laws affecting the rights and remedies of creditors generally and (ii) general principles of equityany amendment or supplement hereunder.

Without Consent of Holders. (a) Notwithstanding Section 9.02 hereofThe Parent, the IssuerIssuers, any Guarantor (with respect to a Guarantee or this Indenture to which it is a party) the Guarantors and the Trustee Trustee, together, may amend or supplement this Indenture, any Guarantee, the Notes, the Notes Security Document or the Intercreditor Agreements (including in each case, if applicable, the form of agreements attached thereto as exhibits) Guaranties without the notice to or consent of any Holder: (i1) to cure any ambiguity, omission, mistake, defect or inconsistency; (ii2) to provide for the assumption by a successor corporation or other entity of the obligations of the Parent, the Issuers or any Subsidiary Guarantor under this Indenture; (3) to provide for uncertificated Notes in addition to or in place of certificated Notes; (iii4) to comply add guaranties with Section 5.01 hereofrespect to the Notes, including any Subsidiary Guaranties, or to secure the Notes; (iv) to provide the assumption of the Issuer’s or any Guarantor’s obligations to the Holders; (v) to make any change that would provide any additional rights or benefits to the Holders or that does not materially adversely affect (as determined in good faith by the Issuer) the legal rights under this Indenture of any such Holder; (vi5) to add to the covenants of the Parent, the Issuers or a Subsidiary Guarantor for the benefit of the Holders or to surrender any right or power conferred upon the Issuer Parent, the Issuers or any a Subsidiary Guarantor; (vii6) to make any change that does not adversely affect the rights of any Holder in any material respect; (7) to comply with requirements any requirement of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act, if applicable (it being agreed that this Indenture need not qualify under the Trust Indenture Act); (viii) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee hereunder pursuant to the requirements hereof; (ix) to add a Guarantor or co-obligor under this Indenture or to release a Guarantor in accordance with the terms of this Indenture; (x) to conform the text of this Indenture, Guarantees, the Notes, the Notes Security Documents and the Intercreditor Agreements to any provision of the “Description of Notes” section of the Offering Memorandum to the extent that such provision in such “Description of Notes” section was intended to be a verbatim recitation of a provision of this Indenture, Guarantee, the Notes, the Notes Security Documents and the Intercreditor Agreements as provided to the Trustee in an Officer’s Certificate; (xi) 8) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, to facilitate the issuance and administration of the Notes; provided, however, that (Aa) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any other applicable securities law and (Bb) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (xii9) to conform the text of this Indenture or the Guaranties or the Notes to any provision of the “Description of Notes” section of the Offering Memorandum to the extent that such provision in the “Description of Notes” section of the Offering Memorandum was intended to be a substantially verbatim recitation of a provision of this Indenture, the Guaranties or the Notes; (10) to evidence and provide for the acceptance of appointment by a successor trustee, provided that the successor trustee is otherwise qualified and eligible to act as such under the terms of this Indenture; (11) to release a Subsidiary Guarantor from its Subsidiary Guaranty as permitted by and in accordance with this Indenture; (12) to provide for a reduction in the minimum denominations of the Notes; (13) to comply with the rules of any applicable securities depositary; or (14) to provide for the issuance of Additional Notes and related guarantees in accordance with the terms of this Indenture; (xiii) to make, complete or confirm any grant of Collateral permitted or required by this Indenture, any of the Notes Security Documents or the Intercreditor Agreements or any release of Collateral pursuant to the terms of this Indenture, any of the Notes Security Documents or the Intercreditor Agreements; (xiv) to secure additional extensions of credit and add additional secured creditors holding other First Lien Obligations so long as such First Lien Obligations are not prohibited by the provisions of this Indenture or any other then-existing First Lien Debt Documents; (xv) to add additional assets as Collateral; or (xvi) to add provisions to this Indenture and a new form of Note to permit the issuance by the Issuer or a Subsidiary thereof of escrow notes under this Indenture, which may have different terms than other Notes issued under this Indenture so long as the proceeds of such notes remain limitations set forth in escrow (including, but not limited to, separate collateral, different or no guarantees and special mandatory redemption provisions). (b) The Holders will be deemed to have consented for purposes of this Indenture, the Notes Security Documents and the Equal Priority Intercreditor Agreement (and, if applicable, a Junior Lien Intercreditor Agreement) to any of the following amendments and other modifications to this Indenture, the Notes Security Documents or the Equal Priority Intercreditor Agreement (or, if applicable, a Junior Lien Intercreditor Agreement) and the entry into a Junior Lien Intercreditor Agreement: (i) to effect any amendment or supplement to the Equal Priority Intercreditor Agreement or any other Intercreditor Agreement that is for the purpose of adding the holders of First Lien Obligations or Indebtedness secured on a junior basis to the Notes or any other Indebtedness that is permitted under Section 4.09 and is Secured Indebtedness (or a representative with respect thereto) as parties thereto, as expressly contemplated by the terms of such Intercreditor Agreement, as applicable (it being understood that any such amendment, modification or supplement may make such other changes to the Equal Priority Intercreditor Agreement or any other applicable Intercreditor Agreement as, in the good faith determination of the Bank Collateral Agent, are required to effectuate the foregoing and provided that such other changes are not adverse, in any material respect, to the interests of the Holders); (ii) to enter into any Junior Lien Intercreditor Agreement or any Equal Priority Intercreditor Agreement or to any restatement or replacement thereof or to effect the Equal Priority Intercreditor Amendments or other Intercreditor Amendments; or (iii) that is expressly contemplated by any Intercreditor Agreement or this Indenture. (c) The Notes Collateral Agent is hereby authorized and directed to enter into the Equal Priority Intercreditor Agreement and any other Intercreditor Agreement to the extent contemplated by the terms of this Indenture without the consent of any Holder, and by accepting a Note, each Holder will be deemed to have acknowledged that such Intercreditor Agreement is binding upon them. By accepting a Note, each Holder will be deemed to have (a) agreed that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreements, (b) authorized and instructed the Notes Collateral Agent to enter into the Equal Priority Intercreditor Agreement and to subject the Liens on the Collateral to the provisions thereof and (c) without any further consent of such Holder, authorized and instructed the Notes Collateral Agent to execute and deliver on behalf of itself, the Trustee and the Holders the Equal Priority Intercreditor Agreement, any other intercreditor agreement or any amendment (or amendment and restatement) to the Notes Security Documents or an Intercreditor Agreement contemplated by this Indenture. In connection with any such amendment of the Equal Priority Intercreditor Agreement or any other Intercreditor Agreements, the Issuer shall provide an Officer’s Certificate to the Notes Collateral Agent stating that such amendment complies with and/or is permitted by this Indenture, on which the Notes Collateral Agent shall be entitled to conclusively rely without any investigation. In addition, by accepting a Note, each Holder will be deemed to have authorized and directed the Notes Collateral Agent to enter into (i) any amendments to the Equal Priority Intercreditor Agreement and any other Intercreditor Agreements, and (ii) any other intercreditor arrangements, in the case of clauses (i), and (ii) to the extent required to give effect to the establishment of intercreditor rights and privileges as contemplated and required or permitted by the Indenture (the “Other Intercreditor Amendments”). (d) Upon the request of the Issuer accompanied by a resolution of the Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof (to the extent requested by the Trustee), the Trustee shall join with the Issuer and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall have the right, but not be obligated to, enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, neither an Opinion of Counsel nor an Officer’s Certificate shall be required in connection with the addition of a Guarantor under this Indenture upon execution and delivery by such Guarantor and the Trustee of a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, provided that the execution thereof shall be deemed a representation by such Guarantor(s) that all conditions precedent and covenants, if any, relating to the execution of such supplemental indenture have been satisfied, provided that the execution thereof shall be deemed a representation by such Guarantor(s) that all conditions precedent and covenants, if any, relating to the execution of such supplemental indenture have been satisfied and the supplemental indenture is enforceable in accordance with its terms subject to (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and similar laws affecting the rights and remedies of creditors generally and (ii) general principles of equity.

Without Consent of Holders. (a) Notwithstanding Section 9.02 hereofThe Company, the Issuer, any Guarantor (with respect to a Guarantee or this Indenture to which it is a party) Subsidiary Guarantors and the Trustee may amend or supplement this Indenture, any Guarantee, the Notes, the Notes Security Document Indenture or the Intercreditor Agreements (including in each case, if applicable, the form of agreements attached thereto as exhibits) Securities without the notice to or consent of any Holder: (i) to cure any ambiguity, omission, mistake, defect or inconsistency; (ii) to provide for the assumption of the obligations of the Company under this Indenture upon the merger, consolidation or sale or other disposition of all or substantially all of the assets of the Company and its Restricted Subsidiaries taken as a whole and certain other events specified in Section 5.01; (iii) to provide for uncertificated Notes Securities in addition to or in place of certificated Notes; (iii) to comply with Section 5.01 hereofSecurities; (iv) to provide the assumption comply with any requirement of the Issuer’s Commission in order to effect or any Guarantor’s obligations to maintain the Holdersqualification of this Indenture under the TIA; (v) to make any change that would provide any additional rights or benefits to the Holders or that does not materially adversely affect (as determined in good faith by the Issuer) the legal rights under this Indenture of any such HolderHolder of Securities in any material respect; (vi) to add or remove Subsidiary Guarantors pursuant to the procedures set forth in this Indenture; and (vii) to add to the covenants of the Company for the benefit of the Holders or to surrender any right or power herein conferred upon the Issuer or any Guarantor; (vii) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act, if applicable (it being agreed that this Indenture need not qualify under the Trust Indenture Act); (viii) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee hereunder pursuant to the requirements hereof; (ix) to add a Guarantor or co-obligor under this Indenture or to release a Guarantor in accordance with the terms of this Indenture; (x) to conform the text of this Indenture, Guarantees, the Notes, the Notes Security Documents and the Intercreditor Agreements to any provision of the “Description of Notes” section of the Offering Memorandum to the extent that such provision in such “Description of Notes” section was intended to be a verbatim recitation of a provision of this Indenture, Guarantee, the Notes, the Notes Security Documents and the Intercreditor Agreements as provided to the Trustee in an Officer’s Certificate; (xi) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, to facilitate the issuance and administration of the Notes; provided, (A) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (B) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (xii) to provide for the issuance of Additional Notes in accordance with the terms of this Indenture; (xiii) to make, complete or confirm any grant of Collateral permitted or required by this Indenture, any of the Notes Security Documents or the Intercreditor Agreements or any release of Collateral pursuant to the terms of this Indenture, any of the Notes Security Documents or the Intercreditor Agreements; (xiv) to secure additional extensions of credit and add additional secured creditors holding other First Lien Obligations so long as such First Lien Obligations are not prohibited by the provisions of this Indenture or any other then-existing First Lien Debt Documents; (xv) to add additional assets as Collateral; or (xvi) to add provisions to this Indenture and a new form of Note to permit the issuance by the Issuer or a Subsidiary thereof of escrow notes under this Indenture, which may have different terms than other Notes issued under this Indenture so long as the proceeds of such notes remain in escrow (including, but not limited to, separate collateral, different or no guarantees and special mandatory redemption provisions)Company. (b) The Holders will be deemed to have consented for purposes An amendment under this Section may not make any change that adversely affects the rights under Article 10 or Article 12 of this Indenture, the Notes Security Documents and the Equal Priority Intercreditor Agreement (and, if applicable, a Junior Lien Intercreditor Agreement) to any holder of Senior Indebtedness of the following amendments and other modifications to this Indenture, the Notes Security Documents or the Equal Priority Intercreditor Agreement (or, if applicable, a Junior Lien Intercreditor Agreement) and the entry into a Junior Lien Intercreditor Agreement: (i) to effect any amendment or supplement to the Equal Priority Intercreditor Agreement Company or any other Intercreditor Agreement that is for the purpose of adding Subsidiary Guarantor then outstanding unless the holders of First Lien Obligations or Indebtedness secured on a junior basis to the Notes or any other Indebtedness that is permitted under Section 4.09 and is Secured such Senior Indebtedness (or any group or representative thereof authorized to give a representative with respect theretoconsent) as parties thereto, as expressly contemplated by the terms of consent to such Intercreditor Agreement, as applicable (it being understood that any such amendment, modification or supplement may make such other changes to the Equal Priority Intercreditor Agreement or any other applicable Intercreditor Agreement as, change in the good faith determination of the Bank Collateral Agent, are required to effectuate the foregoing and provided that such other changes are not adverse, in any material respect, to the interests of the Holders); (ii) to enter into any Junior Lien Intercreditor Agreement or any Equal Priority Intercreditor Agreement or to any restatement or replacement thereof or to effect the Equal Priority Intercreditor Amendments or other Intercreditor Amendments; or (iii) that is expressly contemplated by any Intercreditor Agreement or this Indenturewriting. (c) The Notes Collateral Agent is hereby authorized and directed to enter into the Equal Priority Intercreditor Agreement and any other Intercreditor Agreement to the extent contemplated by the terms of After an amendment under this Indenture without the consent of any Holder, and by accepting a Note, each Holder will be deemed to have acknowledged that such Intercreditor Agreement is binding upon them. By accepting a Note, each Holder will be deemed to have (a) agreed that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreements, (b) authorized and instructed the Notes Collateral Agent to enter into the Equal Priority Intercreditor Agreement and to subject the Liens on the Collateral to the provisions thereof and (c) without any further consent of such Holder, authorized and instructed the Notes Collateral Agent to execute and deliver on behalf of itselfSection becomes effective, the Trustee and the Company shall mail to Holders the Equal Priority Intercreditor Agreementa notice briefly describing such amendment. The failure to give such notice to all Holders, any other intercreditor agreement or any defect therein, shall not impair or affect the validity of an amendment (or amendment and restatement) to the Notes Security Documents or an Intercreditor Agreement contemplated by this Indenture. In connection with any such amendment of the Equal Priority Intercreditor Agreement or any other Intercreditor Agreements, the Issuer shall provide an Officer’s Certificate to the Notes Collateral Agent stating that such amendment complies with and/or is permitted by this Indenture, on which the Notes Collateral Agent shall be entitled to conclusively rely without any investigation. In addition, by accepting a Note, each Holder will be deemed to have authorized and directed the Notes Collateral Agent to enter into (i) any amendments to the Equal Priority Intercreditor Agreement and any other Intercreditor Agreements, and (ii) any other intercreditor arrangements, in the case of clauses (i), and (ii) to the extent required to give effect to the establishment of intercreditor rights and privileges as contemplated and required or permitted by the Indenture (the “Other Intercreditor Amendments”). (d) Upon the request of the Issuer accompanied by a resolution of the Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof (to the extent requested by the Trustee), the Trustee shall join with the Issuer and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall have the right, but not be obligated to, enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, neither an Opinion of Counsel nor an Officer’s Certificate shall be required in connection with the addition of a Guarantor under this Indenture upon execution and delivery by such Guarantor and the Trustee of a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, provided that the execution thereof shall be deemed a representation by such Guarantor(s) that all conditions precedent and covenants, if any, relating to the execution of such supplemental indenture have been satisfied, provided that the execution thereof shall be deemed a representation by such Guarantor(s) that all conditions precedent and covenants, if any, relating to the execution of such supplemental indenture have been satisfied and the supplemental indenture is enforceable in accordance with its terms subject to (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and similar laws affecting the rights and remedies of creditors generally and (ii) general principles of equitySection.

Without Consent of Holders. (a) Notwithstanding Section 9.02 hereof9.2, the Issuer, any Guarantor (with respect to a Guarantee or this Indenture to which it is a party) and the Trustee may amend or supplement this Indenture, any Guarantee, the Notes, the Notes Security Document or the Intercreditor Agreements (including in each case, if applicable, the form of agreements attached thereto as exhibits) without the consent of any Holder, the Issuer, the Trustee and the other parties thereto, as applicable, may amend or supplement any Note Documents and the Issuer may direct the Trustee, and the Trustee will, enter into an amendment to any Note Document, to: (i1) to cure any ambiguity, omission, mistake, defect defect, error or inconsistency, conform any provision of a Note Document to the “Description of the New Notes” in the Offering Memorandum or reduce the minimum denomination of the Notes; (ii2) to provide for the assumption by a successor Person of the obligations of the Issuer under any Note Document; (3) provide for uncertificated Notes in addition to or in place of certificated Notes; (iii4) to comply with Section 5.01 hereof; (iv) to provide the assumption of the Issuer’s or any Guarantor’s obligations add to the Holders; (v) to make any change that would covenants or provide any additional rights or benefits to the Holders or that does not materially adversely affect (as determined in good faith by the Issuer) the legal rights under this Indenture of any such Holder; (vi) to add covenants for a Note Guarantee for the benefit of the Holders or to surrender any right or power conferred upon the Issuer or any GuarantorRestricted Subsidiary; (vii5) to comply with requirements make any change that does not adversely affect the rights of the SEC any Holder in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act, if applicable (it being agreed that this Indenture need not qualify under the Trust Indenture Act)any material respect; (viii6) secure under the Notes Collateral Documents any Pari Passu Debt Obligations otherwise permitted to be secured by the Collateral; (7) make such provisions as necessary (as determined in good faith by the Issuer) for the issuance of Additional Notes otherwise permitted to be issued under this Indenture; (8) provide for any Restricted Subsidiary to provide a Note Guarantee in accordance with Section 3.2, to add Guarantees with respect to the Notes, to add security to or for the benefit of the Notes, or to confirm and evidence the release, termination, discharge or retaking of any Guarantee or Lien with respect to or securing the Notes when such release, termination, discharge or retaking is provided for under this Indenture, the Notes Collateral Documents or the Intercreditor Agreements, as applicable; (9) evidence and provide for the acceptance and appointment under this Indenture or the Notes Collateral Documents of a successor Trustee hereunder or Junior-Priority Collateral Agent pursuant to the applicable requirements hereofhereof or to provide for the accession by the Trustee or Junior-Priority Collateral Agent, as applicable, to any Note Document; (ix10) to add a Guarantor or co-obligor under this Indenture or to release a Guarantor in accordance with the terms of this Indenture; (x) to conform the text of this Indenture, Guarantees, the Notes, the Notes Security Documents and the Intercreditor Agreements to any provision of the “Description of Notes” section of the Offering Memorandum to the extent that such provision in such “Description of Notes” section was intended to be a verbatim recitation of a provision of this Indenture, Guarantee, the Notes, the Notes Security Documents and the Intercreditor Agreements as provided to the Trustee in an Officer’s Certificate; (xi) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, to facilitate the issuance and administration of the Notes; provided, however, that (Ai) compliance with this Indenture as so amended would not result in such Notes being transferred in violation of the Securities Act or any other applicable securities law and (Bii) such amendment does not materially and adversely affect the rights of Holders to transfer such Notes; (xii11) to provide mortgage, pledge, hypothecate or grant any other Lien in favor of the Junior-Priority Collateral Agent for its benefit and the benefit of the Trustee and the Holders, as additional security for the issuance payment and performance of Additional Notes all or any portion of such Liens, in accordance with any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a Lien is required to be granted to or for the terms benefit of this Indenture; (xiii) the Trustee or the Junior-Priority Collateral Agent pursuant to make, complete or confirm any grant of Collateral permitted or required by this the Indenture, any of the Intercreditor Agreements, the Notes Security Collateral Documents or otherwise; (12) provide for the Intercreditor Agreements or any release of Collateral from the Lien pursuant to the terms of this Indenture, any of the Notes Security Documents or the Intercreditor Agreements; (xiv) to secure additional extensions of credit and add additional secured creditors holding other First Lien Obligations so long as such First Lien Obligations are not prohibited by the provisions of this Indenture or any other then-existing First Lien Debt Documents; (xv) to add additional assets as Collateral; or (xvi) to add provisions to this Indenture and a new form of Note to permit the issuance by the Issuer or a Subsidiary thereof of escrow notes under this Indenture, which may have different terms than other Notes issued under this Indenture so long as the proceeds of such notes remain in escrow (including, but not limited to, separate collateral, different or no guarantees and special mandatory redemption provisions). (b) The Holders will be deemed to have consented for purposes of this Indenture, the Notes Security Documents and the Equal Priority Intercreditor Agreement (and, if applicable, a Junior Lien Intercreditor Agreement) to any of the following amendments and other modifications to this Indenture, the Notes Security Collateral Documents and the Intercreditor Agreements when permitted or required by the Notes Collateral Documents, this Indenture or the Equal Priority Intercreditor Agreement (or, if applicable, a Junior Lien Intercreditor Agreement) and the entry into a Junior Lien Intercreditor Agreement: (i) to effect any amendment or supplement to the Equal Priority Intercreditor Agreement or any other Intercreditor Agreement that is for the purpose of adding the holders of First Lien Obligations or Indebtedness secured on a junior basis to the Notes or any other Indebtedness that is permitted under Section 4.09 and is Secured Indebtedness (or a representative with respect thereto) as parties thereto, as expressly contemplated by the terms of such Intercreditor Agreement, as applicable (it being understood that any such amendment, modification or supplement may make such other changes to the Equal Priority Intercreditor Agreement or any other applicable Intercreditor Agreement as, in the good faith determination of the Bank Collateral Agent, are required to effectuate the foregoing and provided that such other changes are not adverse, in any material respect, to the interests of the Holders); (ii) to enter into any Junior Lien Intercreditor Agreement or any Equal Priority Intercreditor Agreement or to any restatement or replacement thereof or to effect the Equal Priority Intercreditor Amendments or other Intercreditor AmendmentsAgreements; or (iii) that is expressly contemplated by any Intercreditor Agreement or this Indenture. (c) The Notes Collateral Agent is hereby authorized and directed to enter into the Equal Priority Intercreditor Agreement and any other Intercreditor Agreement to the extent contemplated by the terms of this Indenture without the consent of any Holder, and by accepting a Note, each Holder will be deemed to have acknowledged that such Intercreditor Agreement is binding upon them. By accepting a Note, each Holder will be deemed to have (a) agreed that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreements, (b) authorized and instructed the Notes Collateral Agent to enter into the Equal Priority Intercreditor Agreement and to subject the Liens on the Collateral to the provisions thereof and (c) without any further consent of such Holder, authorized and instructed the Notes Collateral Agent to execute and deliver on behalf of itself, the Trustee and the Holders the Equal Priority Intercreditor Agreement, any other intercreditor agreement or any amendment (or amendment and restatement) to the Notes Security Documents or an Intercreditor Agreement contemplated by this Indenture. In connection with any such amendment of the Equal Priority Intercreditor Agreement or any other Intercreditor Agreements, the Issuer shall provide an Officer’s Certificate to the Notes Collateral Agent stating that such amendment complies with and/or is permitted by this Indenture, on which the Notes Collateral Agent shall be entitled to conclusively rely without any investigation. In addition, by accepting a Note, each Holder will be deemed to have authorized and directed the Notes Collateral Agent to enter into (i) any amendments to the Equal Priority Intercreditor Agreement and any other Intercreditor Agreements, and (ii) any other intercreditor arrangements, in the case of clauses (i), and (ii13) to the extent required necessary to give effect to provide for the establishment granting of intercreditor rights and privileges as contemplated and required or permitted by a security interest for the Indenture (the “Other Intercreditor Amendments”). (d) Upon the request of the Issuer accompanied by a resolution of the Board of Directors authorizing the execution benefit of any Person; provided that the granting of such amended or supplemental indenturesecurity interest is not prohibited under this Indenture. Subject to Section 9.2, and upon receipt by the Trustee of the documents described in Section 7.02 hereof (to the extent requested by the Trustee)Sections 9.6 and 13.4, the Trustee shall will join with the Issuer and the Guarantors Guarantors, if applicable, in the execution of any amended such amendment or supplemental indenture authorized supplement unless such amendment or permitted by supplement directly affects the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall have the right, but not be obligated to, enter into such amended or supplemental indenture that affects its Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will not be obligated to, enter into such amendment or supplement. Notwithstanding the foregoing, neither After an Opinion of Counsel nor an Officer’s Certificate shall be required in connection with the addition of a Guarantor amendment or supplement under this Indenture upon execution and delivery by such Guarantor and the Trustee of a supplemental indenture to this IndentureSection 9.1 becomes effective, the form Issuer shall mail to Holders a notice briefly describing such amendment or supplement. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of which is attached as Exhibit D hereto, provided that the execution thereof shall be deemed a representation by such Guarantor(s) that all conditions precedent and covenants, if any, relating to the execution of such supplemental indenture have been satisfied, provided that the execution thereof shall be deemed a representation by such Guarantor(s) that all conditions precedent and covenants, if any, relating to the execution of such supplemental indenture have been satisfied and the supplemental indenture is enforceable in accordance with its terms subject to (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and similar laws affecting the rights and remedies of creditors generally and (ii) general principles of equityan amendment or supplement under this Section 9.1.

Without Consent of Holders. (a) Notwithstanding Section 9.02 hereof, the Issuer, any Guarantor (with respect to a Guarantee or this Indenture to which it is a party) and the Trustee may amend or supplement 9.2 of this Indenture, any Guaranteethe Company, the NotesIssuers, any Guarantor, the Notes Security Document or Trustee, the Intercreditor Agreements (including in each caseCollateral Agent and the other parties thereto, if as applicable, the form of agreements attached thereto as exhibits) may amend, supplement or modify any Note Document without the consent of any Holder: (i1) to cure any ambiguity, omission, mistake, defect defect, error or inconsistency, conform any provision to any provision under the heading “Description of the Notes” in the Offering Circular or reduce the minimum denomination of the Notes; (ii2) to provide for the assumption by a successor Person of the obligations of any Issuer or a Guarantor under any Note Document or to comply with Section 4.1; (3) to provide for uncertificated Notes in addition to or in place of certificated NotesNotes or to alter the provisions of this Indenture relating to the form of the Notes (including related definitions); (iii) to comply with Section 5.01 hereof; (iv) to provide the assumption of the Issuer’s or any Guarantor’s obligations to the Holders; (v) to make any change that would provide any additional rights or benefits to the Holders or that does not materially adversely affect (as determined in good faith by the Issuer) the legal rights under this Indenture of any such Holder; (vi4) to add or modify the covenants or provide for a Note Guarantee for the benefit of the Holders or to surrender any right or power conferred upon the Issuer Company or any GuarantorRestricted Subsidiary; (vii5) to make any change (including changing the CUSIP or other identifying number on any Notes) that would provide any additional rights or benefits to the Holders or that does not adversely affect the rights of any Holder in any material respect; (6) at the Company’s election, comply with requirements any requirement of the SEC in order to effect or maintain connection with the qualification of this Indenture under the Trust Indenture Act, if applicable (it being agreed that this Indenture need not qualify under the Trust Indenture Act)such qualification is required; (viii7) make such provisions as necessary for the issuance of Additional Notes; (8) provide for any Restricted Subsidiary to provide a Guarantee in accordance with Section 3.7, to add Guarantees with respect to the Notes, to add security to or for the benefit of the Notes, or to confirm and evidence the release, termination, discharge or retaking of any Guarantee or Lien with respect to or securing the Notes when such release, termination, discharge or retaking is provided for under this Indenture; (9) evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee hereunder or successor Paying Agent thereunder pursuant to the requirements hereofhereof or to provide for the accession by the Trustee to any Note Document; (ix10) to add a Guarantor or co-obligor under this Indenture or to release a Guarantor in accordance with the terms of this Indenture; (x) to conform the text of this Indenture, Guarantees, the Notes, the Notes Security Documents and the Intercreditor Agreements to any provision of the “Description of Notes” section of the Offering Memorandum to the extent that such provision in such “Description of Notes” section was intended to be a verbatim recitation of a provision of this Indenture, Guarantee, the Notes, the Notes Security Documents and the Intercreditor Agreements as provided to the Trustee in an Officer’s Certificate; (xi) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, including to facilitate the issuance and administration of the Notes; provided, (A) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (B) however, that such amendment does not materially and adversely affect the rights of Holders to transfer the Notes; (xii11) comply with the rules and procedures of any applicable securities depositary; (12) give effect to provide for any provision of this Indenture (including the issuance release of Additional Notes any Guarantees or security interest in any Collateral in accordance with the terms of this Indenture); (xiii13) add assets to makethe Collateral; (14) release Collateral from any Lien pursuant to this Indenture, complete or confirm the First Lien Intercreditor Agreement, any grant of Collateral Additional Intercreditor Agreement and the applicable Security Documents when permitted or required by this Indenture, any of the Notes Security Documents or the First Lien Intercreditor Agreements or any release of Collateral pursuant to the terms of this IndentureAgreement, any of Additional Intercreditor Agreement and the Notes applicable Security Documents or the Intercreditor Agreements; (xiv) to secure additional extensions of credit and add additional secured creditors holding other First Lien Obligations so long as such First Lien Obligations are not prohibited by the provisions of this Indenture or any other then-existing First Lien Debt Documents; (xv15) to add additional assets as Collateralthe extent necessary, provide for the granting of a security interest for the benefit of any Person; orprovided, however, that the granting of such security interest is not prohibited under this Indenture; and (xvi16) evidence and give effect to add provisions to this Indenture the acceptance and a new form of Note to permit the issuance by the Issuer or a Subsidiary thereof of escrow notes appointment under this Indenture, which may have different terms than other Notes issued under this Indenture so long as the proceeds of such notes remain in escrow (including, but not limited to, separate collateral, different or no guarantees and special mandatory redemption provisions). (b) The Holders will be deemed to have consented for purposes of this Indenture, the Notes Security Documents and the Equal Priority Intercreditor Agreement (and, if applicable, a Junior Lien Intercreditor Agreement) to any of the following amendments and other modifications to this Indenture, the Notes Security Documents or the Equal Priority Intercreditor Agreement (or, if applicable, a Junior Lien Intercreditor Agreement) and the entry into a Junior Lien Intercreditor Agreement: (i) to effect any amendment or supplement to the Equal Priority Intercreditor Agreement or any other Intercreditor Agreement that is for the purpose of adding the holders of First Lien Obligations or Indebtedness secured on a junior basis to the Notes or any other Indebtedness that is permitted under Section 4.09 and is Secured Indebtedness (or a representative with respect thereto) as parties thereto, as expressly contemplated by the terms of such Intercreditor Agreement, as applicable (it being understood that any such amendment, modification or supplement may make such other changes to the Equal Priority Intercreditor Agreement or any other applicable Intercreditor Agreement as, in the good faith determination of the Bank Collateral Agent, are required to effectuate the foregoing and provided that such other changes are not adverse, in any material respect, to the interests of the Holders); (ii) to enter into any Junior Lien Intercreditor Agreement or any Equal Priority Intercreditor Agreement or to any restatement or replacement thereof or to effect the Equal Priority Intercreditor Amendments or other Intercreditor Amendments; or (iii) that is expressly contemplated by any Intercreditor Agreement or this Indenture. (c) The Notes Collateral Agent is hereby authorized and directed to enter into the Equal Priority Intercreditor Agreement and any other Intercreditor Agreement to the extent contemplated by the terms of this Indenture without the consent of any Holder, and by accepting a Note, each Holder will be deemed to have acknowledged that such Intercreditor Agreement is binding upon them. By accepting a Note, each Holder will be deemed to have (a) agreed that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreements, (b) authorized and instructed the Notes Collateral Agent to enter into the Equal Priority Intercreditor Agreement and to subject the Liens on the Collateral to the provisions thereof and (c) without any further consent of such Holder, authorized and instructed the Notes Collateral Agent to execute and deliver on behalf of itself, the Trustee and the Holders the Equal Priority Intercreditor Agreement, any other intercreditor agreement or any amendment (or amendment and restatement) to the Notes Security Documents or an Intercreditor Agreement contemplated by this Indenture. In connection with any such amendment of the Equal Priority Intercreditor Agreement or any other Intercreditor Agreements, the Issuer shall provide an Officer’s Certificate to the Notes Collateral Agent stating that such amendment complies with and/or is permitted by this Indenture, on which the Notes Collateral Agent shall be entitled to conclusively rely without any investigation. In addition, by accepting a Note, each Holder will be deemed to have authorized and directed the Notes Collateral Agent to enter into (i) any amendments to the Equal Priority Additional Intercreditor Agreement and any other Intercreditor Agreementsthe applicable Security Documents of a successor Trustee. Subject to Section 9.2, and (ii) any other intercreditor arrangements, in the case of clauses (i), and (ii) to the extent required to give effect to the establishment of intercreditor rights and privileges as contemplated and required or permitted by the Indenture (the “Other Intercreditor Amendments”). (d) Upon upon the request of the Issuer accompanied by a resolution of the Board of Directors authorizing the execution of any such amended or supplemental indenture, Issuers and upon receipt by the Trustee of the documents described in Section 7.02 hereof (to the extent requested by the Trustee)Sections 9.6 and 13.2 hereof, the Trustee shall will join with the Issuer Issuers and the Guarantors in the execution of any such amended or supplemental indenture authorized unless such amended or permitted by supplemental indenture affects the terms of Trustee’s own rights, duties, liabilities or immunities under this Indenture and to make any further appropriate agreements and stipulations that or otherwise, in which case the Trustee may be therein containedin its discretion, but the Trustee shall have the right, but will not be obligated to, enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, neither an Opinion of Counsel nor an Officer’s Certificate shall be required in connection with the addition of a Guarantor under this Indenture upon execution and delivery by such Guarantor and the Trustee of a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, provided that the execution thereof shall be deemed a representation by such Guarantor(s) that all conditions precedent and covenants, if any, relating to the execution of such supplemental indenture have been satisfied, provided that the execution thereof shall be deemed a representation by such Guarantor(s) that all conditions precedent and covenants, if any, relating to the execution of such supplemental indenture have been satisfied and the supplemental indenture is enforceable in accordance with its terms subject to (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and similar laws affecting the rights and remedies of creditors generally and (ii) general principles of equityindenture.

Without Consent of Holders. (a) Notwithstanding Section 9.02 hereof, the The Issuer, any Guarantor when authorized by a resolution of its Board of Directors (with respect as evidenced by the delivery of such resolutions to a Guarantee or this Indenture to which it is a party) the Trustee), and the Trustee (as applicable and to the extent each is a party to the relevant document) may modify, amend or supplement this Indenture, any Guarantee, the Notes, Indenture and the Notes Security Document without notice to or the Intercreditor Agreements (including in each case, if applicable, the form of agreements attached thereto as exhibits) without the consent of any Holder: (i) to cure evidence the succession of another Person to the Issuer and the assumption by any ambiguity, omission, mistake, defect or inconsistencysuch successor of the covenants of the Issuer herein and in the Notes; (ii) to provide for uncertificated Notes in addition add to or in place of certificated Notes; (iii) to comply with Section 5.01 hereof; (iv) to provide the assumption covenants of the Issuer’s or any Guarantor’s obligations to the Holders; (v) to make any change that would provide any additional rights or benefits to the Holders or that does not materially adversely affect (as determined in good faith by the Issuer) the legal rights under this Indenture of any such Holder; (vi) to add covenants Issuer for the benefit of the Holders of the Notes or to surrender any right or power herein conferred upon the Issuer or any GuarantorIssuer; (viiiii) to comply with requirements add any additional Events of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act, if applicable (it being agreed that this Indenture need not qualify under the Trust Indenture Act)Default; (viii) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee hereunder pursuant to the requirements hereof; (ixiv) to add a Guarantor to or co-obligor under this Indenture or to release a Guarantor in accordance with the terms change any of this Indenture; (x) to conform the text of this Indenture, Guarantees, the Notes, the Notes Security Documents and the Intercreditor Agreements to any provision of the “Description of Notes” section of the Offering Memorandum to the extent that such provision in such “Description of Notes” section was intended to be a verbatim recitation of a provision of this Indenture, Guarantee, the Notes, the Notes Security Documents and the Intercreditor Agreements as provided to the Trustee in an Officer’s Certificate; (xi) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes such extent as permitted by this Indenture, including, shall be necessary to permit or facilitate the issuance and administration of the Notes; providedNotes in bearer form, (A) compliance registrable or not registrable as to principal, and with this Indenture as so amended would not result in Notes being transferred in violation or without interest coupons, or to permit or facilitate the issuance of the Securities Act or any applicable securities law and (B) such amendment does not materially and adversely affect the rights of Holders to transfer NotesNotes in uncertificated form; (xiiv) to provide for the issuance of Additional Notes in accordance with the terms limitations set forth in this Indenture as of the Issue Date; (vi) to evidence and provide the acceptance of the appointment of a successor Trustee under this Indenture; (xiiivii) to make, complete or confirm any grant of Collateral permitted or required by this Indenture, any of secure the Notes Security Documents or the Intercreditor Agreements or any release of Collateral pursuant to the terms of this Indenture, any of the Notes Security Documents or the Intercreditor AgreementsNotes; (xivviii) to secure additional extensions provide for a Guarantee from a third party on outstanding Notes and the Notes that may be issued under this Indenture; (ix) to supplement any of credit and add additional secured creditors holding other First Lien Obligations so long as such First Lien Obligations are not prohibited by the provisions of this Indenture to the extent necessary to permit or facilitate the defeasance and discharge of the Notes under this Indenture if doing so does not adversely affect the interests of the Holders of the Notes in any other then-existing First Lien Debt Documentsmaterial respect; (xvx) to add additional assets as Collateralcure any ambiguity, omission, error, defect or inconsistency; (xi) to conform the text of this Indenture or the Notes to any provision of the section entitled “Description of Notes” in the Offering Memorandum to the extent that such provision in the “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture or the Notes; or (xvixii) to add make any other provisions to this Indenture and a new form of Note to permit the issuance by the Issuer regarding matters or a Subsidiary thereof of escrow notes under this Indenture, which may have different terms than other Notes issued questions arising under this Indenture if doing so long as does not adversely affect the proceeds interests of such notes remain the Holders of Notes in escrow (including, but not limited to, separate collateral, different or no guarantees and special mandatory redemption provisions)any material respect. (b) The Holders will be deemed to have consented for purposes of this Indenture, the Notes Security Documents and the Equal Priority Intercreditor Agreement (and, if applicable, a Junior Lien Intercreditor Agreement) to any consent of the following amendments and other modifications Holders of Notes shall not be necessary under this Section 9.01 to this Indenture, approve the Notes Security Documents or the Equal Priority Intercreditor Agreement (or, if applicable, a Junior Lien Intercreditor Agreement) and the entry into a Junior Lien Intercreditor Agreement: (i) to effect particular form of any amendment or supplement to the Equal Priority Intercreditor Agreement or any other Intercreditor Agreement that is for the purpose of adding the holders of First Lien Obligations or Indebtedness secured on a junior basis to the Notes or any other Indebtedness that is permitted under Section 4.09 and is Secured Indebtedness (or a representative with respect thereto) as parties thereto, as expressly contemplated by the terms of such Intercreditor Agreement, as applicable (it being understood that any such proposed amendment, modification waiver or supplement may make such other changes to the Equal Priority Intercreditor Agreement or any other applicable Intercreditor Agreement asconsent, in the good faith determination of the Bank Collateral Agent, are required to effectuate the foregoing and provided that such other changes are not adverse, in any material respect, to the interests of the Holders); (ii) to enter into any Junior Lien Intercreditor Agreement or any Equal Priority Intercreditor Agreement or to any restatement or replacement thereof or to effect the Equal Priority Intercreditor Amendments or other Intercreditor Amendments; or (iii) that is expressly contemplated by any Intercreditor Agreement or this Indenture. (c) The Notes Collateral Agent is hereby authorized and directed to enter into the Equal Priority Intercreditor Agreement and any other Intercreditor Agreement to the extent contemplated by the terms of this Indenture without the consent of any Holder, and by accepting a Note, each Holder will be deemed to have acknowledged that such Intercreditor Agreement is binding upon them. By accepting a Note, each Holder will be deemed to have (a) agreed that but it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreements, (b) authorized and instructed the Notes Collateral Agent to enter into the Equal Priority Intercreditor Agreement and to subject the Liens on the Collateral to the provisions thereof and (c) without any further consent of such Holder, authorized and instructed the Notes Collateral Agent to execute and deliver on behalf of itself, the Trustee and the Holders the Equal Priority Intercreditor Agreement, any other intercreditor agreement or any amendment (or amendment and restatement) to the Notes Security Documents or an Intercreditor Agreement contemplated by this Indenture. In connection with any such amendment of the Equal Priority Intercreditor Agreement or any other Intercreditor Agreements, the Issuer shall provide an Officer’s Certificate to the Notes Collateral Agent stating that such amendment complies with and/or is permitted by this Indenture, on which the Notes Collateral Agent shall be entitled to conclusively rely without any investigation. In addition, by accepting a Note, each Holder will be deemed to have authorized and directed sufficient if such consent shall approve the Notes Collateral Agent to enter into (i) any amendments to the Equal Priority Intercreditor Agreement and any other Intercreditor Agreements, and (ii) any other intercreditor arrangements, in the case of clauses (i), and (ii) to the extent required to give effect to the establishment of intercreditor rights and privileges as contemplated and required or permitted by the Indenture (the “Other Intercreditor Amendments”)substance thereof. (d) Upon the request of the Issuer accompanied by a resolution of the Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof (to the extent requested by the Trustee), the Trustee shall join with the Issuer and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall have the right, but not be obligated to, enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, neither an Opinion of Counsel nor an Officer’s Certificate shall be required in connection with the addition of a Guarantor under this Indenture upon execution and delivery by such Guarantor and the Trustee of a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, provided that the execution thereof shall be deemed a representation by such Guarantor(s) that all conditions precedent and covenants, if any, relating to the execution of such supplemental indenture have been satisfied, provided that the execution thereof shall be deemed a representation by such Guarantor(s) that all conditions precedent and covenants, if any, relating to the execution of such supplemental indenture have been satisfied and the supplemental indenture is enforceable in accordance with its terms subject to (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and similar laws affecting the rights and remedies of creditors generally and (ii) general principles of equity.

Without Consent of Holders. (a) Notwithstanding Section 9.02 hereofThe Parent, the IssuerIssuers, any Guarantor (with respect to a Guarantee or this Indenture to which it is a party) the Guarantors and the Trustee Trustee, together, may amend or supplement this Indenture, any Guarantee, the Notes, the Notes Security Document or the Intercreditor Agreements (including in each case, if applicable, the form of agreements attached thereto as exhibits) Guarantees without the notice to or consent of any Holder: (i1) to cure any ambiguity, omission, mistake, defect or inconsistency; (ii2) to provide for the assumption by a successor corporation of the obligations of the Parent, the Issuers or any Subsidiary Guarantor under this Indenture; (3) to provide for uncertificated Notes in addition to or in place of certificated Notes; (iii4) to comply add Guarantees with Section 5.01 hereofrespect to the Notes or to secure the Notes; (iv) to provide the assumption of the Issuer’s or any Guarantor’s obligations to the Holders; (v) to make any change that would provide any additional rights or benefits to the Holders or that does not materially adversely affect (as determined in good faith by the Issuer) the legal rights under this Indenture of any such Holder; (vi5) to add to the covenants of the Parent, the Issuers or a Restricted Subsidiary for the benefit of the Holders or to surrender any right or power conferred upon the Issuer Parent, the Issuers or any Guarantora Restricted Subsidiary; (vii6) to make any change that does not adversely affect the rights of any Holder, as evidenced by an Officer’s Certificate delivered to the Trustee (upon which it may fully rely); (7) to comply with requirements any requirement of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act, if applicable (it being agreed that this Indenture need not qualify under the Trust Indenture Act); (viii) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee hereunder pursuant to the requirements hereof; (ix) to add a Guarantor or co-obligor under this Indenture or to release a Guarantor in accordance with the terms of this Indenture; (x) to conform the text of this Indenture, Guarantees, the Notes, the Notes Security Documents and the Intercreditor Agreements to any provision of the “Description of Notes” section of the Offering Memorandum to the extent that such provision in such “Description of Notes” section was intended to be a verbatim recitation of a provision of this Indenture, Guarantee, the Notes, the Notes Security Documents and the Intercreditor Agreements as provided to the Trustee in an Officer’s Certificate; (xi) 8) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, to facilitate the issuance and administration of the Notes; provided, however, that (Aa) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any other applicable securities law and (Bb) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (xii9) to conform the text of this Indenture or the Guarantees or the Notes to any provision of the “Description of notes” section of the Prospectus; to the extent that such provision in the “Description of notes” section of the Prospectus was intended to be a substantially verbatim recitation of a provision of this Indenture or the Guarantees or the Notes, as evidenced by an Officer’s Certificate delivered to the Trustee (upon which it may fully rely); (10) evidence and provide for the acceptance of appointment by a successor trustee, provided that the successor trustee is otherwise qualified and eligible to act as such under the terms of this Indenture; (11) provide for a reduction in the minimum denominations of the Notes; (12) comply with the rules of any applicable securities depositary; or (13) to provide for the issuance of Additional Notes and related guarantees in accordance with the terms of this Indenture; (xiii) to make, complete or confirm any grant of Collateral permitted or required by this Indenture, any of the Notes Security Documents or the Intercreditor Agreements or any release of Collateral pursuant to the terms of this Indenture, any of the Notes Security Documents or the Intercreditor Agreements; (xiv) to secure additional extensions of credit and add additional secured creditors holding other First Lien Obligations so long as such First Lien Obligations are not prohibited by the provisions of this Indenture or any other then-existing First Lien Debt Documents; (xv) to add additional assets as Collateral; or (xvi) to add provisions to this Indenture and a new form of Note to permit the issuance by the Issuer or a Subsidiary thereof of escrow notes under this Indenture, which may have different terms than other Notes issued under this Indenture so long as the proceeds of such notes remain limitations set forth in escrow (including, but not limited to, separate collateral, different or no guarantees and special mandatory redemption provisions). (b) The Holders will be deemed to have consented for purposes of this Indenture, the Notes Security Documents and the Equal Priority Intercreditor Agreement (and, if applicable, a Junior Lien Intercreditor Agreement) to any of the following amendments and other modifications to this Indenture, the Notes Security Documents or the Equal Priority Intercreditor Agreement (or, if applicable, a Junior Lien Intercreditor Agreement) and the entry into a Junior Lien Intercreditor Agreement: (i) to effect any amendment or supplement to the Equal Priority Intercreditor Agreement or any other Intercreditor Agreement that is for the purpose of adding the holders of First Lien Obligations or Indebtedness secured on a junior basis to the Notes or any other Indebtedness that is permitted under Section 4.09 and is Secured Indebtedness (or a representative with respect thereto) as parties thereto, as expressly contemplated by the terms of such Intercreditor Agreement, as applicable (it being understood that any such amendment, modification or supplement may make such other changes to the Equal Priority Intercreditor Agreement or any other applicable Intercreditor Agreement as, in the good faith determination of the Bank Collateral Agent, are required to effectuate the foregoing and provided that such other changes are not adverse, in any material respect, to the interests of the Holders); (ii) to enter into any Junior Lien Intercreditor Agreement or any Equal Priority Intercreditor Agreement or to any restatement or replacement thereof or to effect the Equal Priority Intercreditor Amendments or other Intercreditor Amendments; or (iii) that is expressly contemplated by any Intercreditor Agreement or this Indenture. (c) The Notes Collateral Agent is hereby authorized and directed to enter into the Equal Priority Intercreditor Agreement and any other Intercreditor Agreement to the extent contemplated by the terms of this Indenture without the consent of any Holder, and by accepting a Note, each Holder will be deemed to have acknowledged that such Intercreditor Agreement is binding upon them. By accepting a Note, each Holder will be deemed to have (a) agreed that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreements, (b) authorized and instructed the Notes Collateral Agent to enter into the Equal Priority Intercreditor Agreement and to subject the Liens on the Collateral to the provisions thereof and (c) without any further consent of such Holder, authorized and instructed the Notes Collateral Agent to execute and deliver on behalf of itself, the Trustee and the Holders the Equal Priority Intercreditor Agreement, any other intercreditor agreement or any amendment (or amendment and restatement) to the Notes Security Documents or an Intercreditor Agreement contemplated by this Indenture. In connection with any such amendment of the Equal Priority Intercreditor Agreement or any other Intercreditor Agreements, the Issuer shall provide an Officer’s Certificate to the Notes Collateral Agent stating that such amendment complies with and/or is permitted by this Indenture, on which the Notes Collateral Agent shall be entitled to conclusively rely without any investigation. In addition, by accepting a Note, each Holder will be deemed to have authorized and directed the Notes Collateral Agent to enter into (i) any amendments to the Equal Priority Intercreditor Agreement and any other Intercreditor Agreements, and (ii) any other intercreditor arrangements, in the case of clauses (i), and (ii) to the extent required to give effect to the establishment of intercreditor rights and privileges as contemplated and required or permitted by the Indenture (the “Other Intercreditor Amendments”). (d) Upon the request of the Issuer accompanied by a resolution of the Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof (to the extent requested by the Trustee), the Trustee shall join with the Issuer and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall have the right, but not be obligated to, enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, neither an Opinion of Counsel nor an Officer’s Certificate shall be required in connection with the addition of a Guarantor under this Indenture upon execution and delivery by such Guarantor and the Trustee of a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, provided that the execution thereof shall be deemed a representation by such Guarantor(s) that all conditions precedent and covenants, if any, relating to the execution of such supplemental indenture have been satisfied, provided that the execution thereof shall be deemed a representation by such Guarantor(s) that all conditions precedent and covenants, if any, relating to the execution of such supplemental indenture have been satisfied and the supplemental indenture is enforceable in accordance with its terms subject to (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and similar laws affecting the rights and remedies of creditors generally and (ii) general principles of equity.

Without Consent of Holders. (a) Notwithstanding Section 9.02 hereof, the Issuer, any Guarantor (with respect to a Guarantee or this Indenture to which it is a party) The Issuer and the Trustee may amend amend, waive or supplement this Indenture, any Guarantee, the Notes, Note Guarantees or the Notes Security Document without prior notice to or the Intercreditor Agreements (including in each case, if applicable, the form of agreements attached thereto as exhibits) without the consent of any Holder: (i1) to cure any ambiguity, omission, mistake, defect provide for the assumption of the Issuer’s or inconsistencya Guarantor’s obligations to the Holders in accordance with Section 5.01; (ii2) to provide for uncertificated Notes in addition to or in place of certificated Notes; (iii3) to comply with Section 5.01 hereofcure any ambiguity, defect or inconsistency; (iv4) to provide the assumption of the Issuer’s or add any Guarantor’s obligations guarantees with respect to the HoldersNotes, including the Note Guarantees; (v5) to make release any change that would provide Guarantor from any additional rights of its obligations under its Note Guarantee or benefits this Indenture (to the Holders or that does not materially adversely affect (as determined in good faith extent permitted by the Issuer) the legal rights under this Indenture of any such HolderIndenture); (vi6) to maintain the qualification of this Indenture under the TIA; (7) to secure the Notes; (8) to provide for the issuance of Additional Notes in accordance with the provisions set forth in this Indenture; (9) to add to the covenants of the Issuer or a Restricted Subsidiary for the benefit of the Holders of the Notes or to surrender any right or power conferred upon the Issuer or any Guarantora Restricted Subsidiary; (vii) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act, if applicable (it being agreed that this Indenture need not qualify under the Trust Indenture Act); (viii10) to evidence and provide for the acceptance of appointment by a successor trustee with respect to the Notes and appointment under to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of a successor Trustee hereunder pursuant to the requirements hereoftrusts thereunder by more than one trustee; (ix) to add a Guarantor or co-obligor under this Indenture or to release a Guarantor in accordance with the terms of this Indenture; (x11) to conform the text of this Indenture, Guarantees, the Notes, the Notes Security Documents and or the Intercreditor Agreements Note Guarantees to any provision of the “Description of the New Match Notes” section of in the Offering Memorandum to the extent that such provision in such the “Description of the New Match Notes” section was intended to be a verbatim recitation of a provision of this Indenture, Guarantee, the Notes, the Notes Security Documents and or the Intercreditor Agreements as provided to the Trustee in an Officer’s Certificate;Note Guarantees; or (xi12) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, to facilitate the issuance and administration of the Notes; provided, (A) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (B) such amendment change that does not materially and adversely affect the rights of Holders to transfer Notes; (xii) to provide for the issuance of Additional Notes in accordance with the terms of this Indenture; (xiii) to make, complete or confirm any grant of Collateral permitted or required by this Indenture, any of the Notes Security Documents or the Intercreditor Agreements or any release of Collateral pursuant to the terms of this Indenture, any of the Notes Security Documents or the Intercreditor Agreements; (xiv) to secure additional extensions of credit and add additional secured creditors holding other First Lien Obligations so long as such First Lien Obligations are not prohibited by the provisions of this Indenture or any other then-existing First Lien Debt Documents; (xv) to add additional assets as Collateral; or (xvi) to add provisions to this Indenture and a new form of Note to permit the issuance by the Issuer or a Subsidiary thereof of escrow notes under this Indenture, which may have different terms than other Notes issued under this Indenture so long as the proceeds of such notes remain in escrow (including, but not limited to, separate collateral, different or no guarantees and special mandatory redemption provisions). (b) Holder hereunder. The Holders will be deemed to have consented for purposes of this Indenture, the Notes Security Documents and the Equal Priority Intercreditor Agreement (and, if applicable, a Junior Lien Intercreditor Agreement) to any of the following amendments and other modifications to this Indenture, the Notes Security Documents or the Equal Priority Intercreditor Agreement (or, if applicable, a Junior Lien Intercreditor Agreement) and the entry into a Junior Lien Intercreditor Agreement: (i) to effect any amendment or supplement to the Equal Priority Intercreditor Agreement or any other Intercreditor Agreement that is for the purpose of adding the holders of First Lien Obligations or Indebtedness secured on a junior basis to the Notes or any other Indebtedness that is permitted under Section 4.09 and is Secured Indebtedness (or a representative with respect thereto) as parties thereto, as expressly contemplated by the terms of such Intercreditor Agreement, as applicable (it being understood that any such amendment, modification or supplement may make such other changes to the Equal Priority Intercreditor Agreement or any other applicable Intercreditor Agreement as, in the good faith determination of the Bank Collateral Agent, are required to effectuate the foregoing and provided that such other changes are not adverse, in any material respect, to the interests of the Holders); (ii) to enter into any Junior Lien Intercreditor Agreement or any Equal Priority Intercreditor Agreement or to any restatement or replacement thereof or to effect the Equal Priority Intercreditor Amendments or other Intercreditor Amendments; or (iii) that is expressly contemplated by any Intercreditor Agreement or this Indenture. (c) The Notes Collateral Agent Trustee is hereby authorized and directed to enter into the Equal Priority Intercreditor Agreement and any other Intercreditor Agreement to the extent contemplated by the terms of this Indenture without the consent of any Holder, and by accepting a Note, each Holder will be deemed to have acknowledged that such Intercreditor Agreement is binding upon them. By accepting a Note, each Holder will be deemed to have (a) agreed that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreements, (b) authorized and instructed the Notes Collateral Agent to enter into the Equal Priority Intercreditor Agreement and to subject the Liens on the Collateral to the provisions thereof and (c) without any further consent of such Holder, authorized and instructed the Notes Collateral Agent to execute and deliver on behalf of itself, the Trustee and the Holders the Equal Priority Intercreditor Agreement, any other intercreditor agreement or any amendment (or amendment and restatement) to the Notes Security Documents or an Intercreditor Agreement contemplated by this Indenture. In connection with any such amendment of the Equal Priority Intercreditor Agreement or any other Intercreditor Agreements, the Issuer shall provide an Officer’s Certificate to the Notes Collateral Agent stating that such amendment complies with and/or is permitted by this Indenture, on which the Notes Collateral Agent shall be entitled to conclusively rely without any investigation. In addition, by accepting a Note, each Holder will be deemed to have authorized and directed the Notes Collateral Agent to enter into (i) any amendments to the Equal Priority Intercreditor Agreement and any other Intercreditor Agreements, and (ii) any other intercreditor arrangements, in the case of clauses (i), and (ii) to the extent required to give effect to the establishment of intercreditor rights and privileges as contemplated and required or permitted by the Indenture (the “Other Intercreditor Amendments”). (d) Upon the request of the Issuer accompanied by a resolution of the Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof (to the extent requested by the Trustee), the Trustee shall join with the Issuer and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that which may be therein contained, but the Trustee shall have the right, but not be obligated to, to enter into any such amended or supplemental indenture that which adversely affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, neither an Opinion of Counsel nor an Officer’s Certificate shall be required in connection with the addition of a Guarantor under this Indenture upon execution and delivery by such Guarantor and the Trustee of a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, provided that the execution thereof shall be deemed a representation by such Guarantor(s) that all conditions precedent and covenants, if any, relating to the execution of such supplemental indenture have been satisfied, provided that the execution thereof shall be deemed a representation by such Guarantor(s) that all conditions precedent and covenants, if any, relating to the execution of such supplemental indenture have been satisfied and the supplemental indenture is enforceable in accordance with its terms subject to (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and similar laws affecting the rights and remedies of creditors generally and (ii) general principles of equity.

Without Consent of Holders. (a) Notwithstanding Section 9.02 hereof, the IssuerIssuers, any Guarantor (with respect to a Guarantee or this Indenture to which it is a partyIndenture) and the Trustee may amend or supplement this Indenture, Indenture and any Guarantee, the Notes, the Guarantee or Notes Security Document or the Intercreditor Agreements (including in each case, if applicable, the form of agreements attached thereto as exhibits) without the consent of any Holder: (ia) to cure any ambiguity, omission, mistake, defect or inconsistency; (iib) to provide for uncertificated Notes in addition to or in place of certificated Notes; (iiic) to comply with Section 5.01 hereof; (ivd) to provide for the assumption of the Issuer’s Issuers’ or any Guarantor’s obligations to the Holders; (ve) to make any change that would provide any additional rights or benefits to the Holders or that does not materially adversely affect (as determined in good faith by the Issuer) the legal rights under this Indenture of any such Holder; (vif) to add covenants for the benefit of the Holders or to surrender any right or power conferred upon the Issuer Issuers or any Guarantor; (viig) to comply provide for the issuance of Additional Notes in accordance with requirements the terms of the SEC this Indenture; (h) modify or amend this Indenture in order such a manner to effect or maintain permit the qualification of this Indenture or any supplemental indenture under the Trust Indenture Act, if applicable (it being agreed that this Indenture need not qualify under the Trust Indenture Act); (viiii) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee or a successor Paying Agent hereunder pursuant to the requirements hereof; (ixj) to add an obligor or a Guarantor or co-obligor under this Indenture or to release a Guarantor in accordance with the terms of this Indenture; (xk) to conform the text of this Indenture, Guarantees, Indenture and the Notes, Guarantees or the Notes Security Documents and the Intercreditor Agreements to any provision of the “Description of the Notes” section of the Offering Memorandum to the extent that such provision in such “Description of the Notes” section was intended to be a verbatim recitation of a provision of this Indenture, Guarantee, the Notes, the Guarantee or Notes Security Documents and the Intercreditor Agreements as provided to the Trustee in an Officer’s Certificate; (xil) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation to facilitate the issuance and administration of the Notes; provided, (A) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (B) however, that such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (xiim) to provide for the issuance of Additional Notes in accordance with the terms of this Indenture; (xiii) make any amendment to make, complete or confirm any grant of Collateral permitted or required by this Indenture, any of the Notes Security Documents or the Intercreditor Agreements or any release of Collateral pursuant to the terms of this Indenture, any of the Notes Security Documents or the Intercreditor Agreements; (xiv) to secure additional extensions of credit and add additional secured creditors holding other First Lien Obligations so long as such First Lien Obligations are not prohibited by the provisions of this Indenture relating to the transfer or any other then-existing First Lien Debt Documents; (xv) to add additional assets as Collaterallegending of the Notes; or (xvin) to add provisions to this Indenture and a new form of Note to permit the issuance by the Issuer or a Subsidiary thereof of escrow notes under this Indenture, which may have different terms than other Notes issued under this Indenture so long as the proceeds of such notes remain in escrow (including, but not limited to, separate collateral, different or no guarantees and special mandatory redemption provisions). (b) The Holders will be deemed to have consented for purposes of this Indenture, the Notes Security Documents and the Equal Priority Intercreditor Agreement (and, if applicable, a Junior Lien Intercreditor Agreement) to make any of the following amendments and other modifications to this Indenture, the Notes Security Documents or the Equal Priority Intercreditor Agreement (or, if applicable, a Junior Lien Intercreditor Agreement) and the entry into a Junior Lien Intercreditor Agreement: (i) to effect any amendment or supplement to the Equal Priority Intercreditor Agreement or any other Intercreditor Agreement that is for the purpose of adding the holders of First Lien Obligations or Indebtedness secured on a junior basis to the Notes or this Indenture of a formal, minor or technical nature or necessary to correct a manifest error, so long as such modification does not adversely affect the rights of any other Indebtedness that is permitted under Section 4.09 and is Secured Indebtedness (or a representative with respect thereto) as parties thereto, as expressly contemplated by the terms of such Intercreditor Agreement, as applicable (it being understood that any such amendment, modification or supplement may make such other changes to the Equal Priority Intercreditor Agreement or any other applicable Intercreditor Agreement as, in the good faith determination Holders of the Bank Collateral Agent, are required to effectuate the foregoing and provided that such other changes are not adverse, Notes in any material respect, to the interests of the Holders); (ii) to enter into any Junior Lien Intercreditor Agreement or any Equal Priority Intercreditor Agreement or to any restatement or replacement thereof or to effect the Equal Priority Intercreditor Amendments or other Intercreditor Amendments; or (iii) that is expressly contemplated by any Intercreditor Agreement or this Indenture. (c) The Notes Collateral Agent is hereby authorized and directed to enter into the Equal Priority Intercreditor Agreement and any other Intercreditor Agreement to the extent contemplated by the terms of this Indenture without the consent of any Holder, and by accepting a Note, each Holder will be deemed to have acknowledged that such Intercreditor Agreement is binding upon them. By accepting a Note, each Holder will be deemed to have (a) agreed that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreements, (b) authorized and instructed the Notes Collateral Agent to enter into the Equal Priority Intercreditor Agreement and to subject the Liens on the Collateral to the provisions thereof and (c) without any further consent of such Holder, authorized and instructed the Notes Collateral Agent to execute and deliver on behalf of itself, the Trustee and the Holders the Equal Priority Intercreditor Agreement, any other intercreditor agreement or any amendment (or amendment and restatement) to the Notes Security Documents or an Intercreditor Agreement contemplated by this Indenture. In connection with any such amendment of the Equal Priority Intercreditor Agreement or any other Intercreditor Agreements, the Issuer shall provide an Officer’s Certificate to the Notes Collateral Agent stating that such amendment complies with and/or is permitted by this Indenture, on which the Notes Collateral Agent shall be entitled to conclusively rely without any investigation. In addition, by accepting a Note, each Holder will be deemed to have authorized and directed the Notes Collateral Agent to enter into (i) any amendments to the Equal Priority Intercreditor Agreement and any other Intercreditor Agreements, and (ii) any other intercreditor arrangements, in the case of clauses (i), and (ii) to the extent required to give effect to the establishment of intercreditor rights and privileges as contemplated and required or permitted by the Indenture (the “Other Intercreditor Amendments”). (d) Upon the request of the Issuer Issuers accompanied by a resolution of the Board of Directors of each Issuer authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section Sections 7.02 and 9.05 hereof (subject to the extent requested by the Trusteelast sentence of Section 9.05), the Trustee shall join with the Issuer Issuers and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall have the right, but not be obligated to, enter into such amended or supplemental indenture that affects its own rights, duties duties, liabilities or immunities under this Indenture or otherwise. Notwithstanding the foregoing, neither an Opinion of Counsel nor an Officer’s Certificate Certificate, nor a board resolution, shall be required in connection with the addition of a Guarantor under this Indenture upon execution and delivery by such Guarantor and the Trustee of a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, provided that the execution thereof shall be deemed a representation by such Guarantor(s) that all conditions precedent and covenants, if any, relating to the execution of such supplemental indenture have been satisfied, provided that the execution thereof shall be deemed a representation by such Guarantor(s) that all conditions precedent and covenants, if any, relating to the execution of such supplemental indenture have been satisfied and the supplemental indenture is enforceable in accordance with its terms subject to (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and similar laws affecting the rights and remedies of creditors generally and (ii) general principles of equity.

Without Consent of Holders. (a) Notwithstanding Section 9.02 hereof, the IssuerIssuers (and, prior to the Escrow Release Date, the Escrow Issuers), any Guarantor (with respect to a Guarantee or this Indenture to which it is a partyIndenture) and the Trustee (and any other agents party thereto (to the extent applicable)), as the case may be, may amend or supplement this Indenture, any Guarantee, the Notes, the Notes Security Document any Guarantee or the Intercreditor Agreements (including in each case, if applicable, the form of agreements attached thereto as exhibits) Escrow Agreement without the consent of any Holder: (ia) to cure any ambiguity, omission, mistake, defect or inconsistency; (iib) to provide for uncertificated Notes in addition to or in place of certificated Notes; (iiic) to comply with Section 5.01 hereof; (ivd) to provide for the assumption of the Issuer’s Issuers’ or any Guarantor’s obligations to the Holders; (ve) to make any change that would provide any additional rights or benefits to the Holders or that does not materially adversely affect (as determined in good faith by the Issuer) the legal rights under this Indenture of any such Holder; (vif) to add or modify covenants for the benefit of the Holders or to surrender any right or power conferred upon the Issuer Issuers (and, prior to the Escrow Release Date, the Escrow Issuers) or any Guarantor; (viig) to comply provide for the issuance of Additional Notes in accordance with requirements of the SEC in order to effect or maintain the qualification terms of this Indenture under the Trust Indenture Act, if applicable (it being agreed that this Indenture need not qualify under the Trust Indenture Act)Indenture; (viiih) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee or a successor Paying Agent hereunder (or any other applicable agent) pursuant to the requirements hereof; (ixi) to add an obligor or a Guarantor or co-obligor under this Indenture or to release an obligor or a Guarantor in accordance with the terms of this Indenture; (xj) to conform the text of this Indenture, Guarantees, the Notes, Guarantees or the Notes Security Documents and the Intercreditor Agreements to any provision of the “Description of the Notes” section of the Offering Memorandum to the extent that such provision in such “Description of Notes” section was intended to be a verbatim recitation of a provision of this Indenture, Guarantee, the Notes, the Notes Security Documents and the Intercreditor Agreements as provided to the Trustee in an Officer’s CertificateMemorandum; (xik) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation to facilitate the issuance and administration of the Notes; provided, (A) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (B) however, that such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (xiil) to provide for secure the issuance of Additional Notes in accordance with and/or the terms of this Indenturerelated Guarantees or to add collateral thereto; (xiiim) to make, complete or confirm release and discharge any grant of Collateral Lien securing the Notes when permitted or required by this Indenture, any of the Notes Security Documents or the Intercreditor Agreements or any release of Collateral Indenture (including pursuant to the terms of this Indenture, any of the Notes Security Documents or the Intercreditor AgreementsSection 4.12(b); (xivn) to secure additional extensions comply with the rules of credit and add additional secured creditors holding any applicable securities depositary; and (o) to make any other First Lien Obligations modifications to the Notes or the Indenture of a formal, minor or technical nature or necessary to correct a manifest error, so long as such First Lien Obligations are modification does not prohibited by adversely affect the provisions rights of this Indenture or any other then-existing First Lien Debt Documents; (xv) to add additional assets as Collateral; or (xvi) to add provisions to this Indenture and a new form of Note to permit the issuance by the Issuer or a Subsidiary thereof of escrow notes under this Indenture, which may have different terms than other Notes issued under this Indenture so long as the proceeds of such notes remain in escrow (including, but not limited to, separate collateral, different or no guarantees and special mandatory redemption provisions). (b) The Holders will be deemed to have consented for purposes of this Indenture, the Notes Security Documents and the Equal Priority Intercreditor Agreement (and, if applicable, a Junior Lien Intercreditor Agreement) to any of the following amendments and other modifications to this Indenture, the Notes Security Documents or the Equal Priority Intercreditor Agreement (or, if applicable, a Junior Lien Intercreditor Agreement) and the entry into a Junior Lien Intercreditor Agreement: (i) to effect any amendment or supplement to the Equal Priority Intercreditor Agreement or any other Intercreditor Agreement that is for the purpose of adding the holders of First Lien Obligations or Indebtedness secured on a junior basis to the Notes or any other Indebtedness that is permitted under Section 4.09 and is Secured Indebtedness (or a representative with respect thereto) as parties thereto, as expressly contemplated by the terms of such Intercreditor Agreement, as applicable (it being understood that any such amendment, modification or supplement may make such other changes to the Equal Priority Intercreditor Agreement or any other applicable Intercreditor Agreement as, in the good faith determination of the Bank Collateral Agent, are required to effectuate the foregoing and provided that such other changes are not adverse, in any material respect, to the interests of the Holders); (ii) to enter into any Junior Lien Intercreditor Agreement or any Equal Priority Intercreditor Agreement or to any restatement or replacement thereof or to effect the Equal Priority Intercreditor Amendments or other Intercreditor Amendments; or (iii) that is expressly contemplated by any Intercreditor Agreement or this Indenture. (c) The Notes Collateral Agent is hereby authorized and directed to enter into the Equal Priority Intercreditor Agreement and any other Intercreditor Agreement to the extent contemplated by the terms of this Indenture without the consent of any Holder, and by accepting a Note, each Holder will be deemed to have acknowledged that such Intercreditor Agreement is binding upon them. By accepting a Note, each Holder will be deemed to have (a) agreed that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreements, (b) authorized and instructed the Notes Collateral Agent to enter into the Equal Priority Intercreditor Agreement and to subject the Liens on the Collateral to the provisions thereof and (c) without any further consent of such Holder, authorized and instructed the Notes Collateral Agent to execute and deliver on behalf of itself, the Trustee and the Holders the Equal Priority Intercreditor Agreement, any other intercreditor agreement or any amendment (or amendment and restatement) to the Notes Security Documents or an Intercreditor Agreement contemplated by this Indenture. In connection with any such amendment of the Equal Priority Intercreditor Agreement or any other Intercreditor Agreements, the Issuer shall provide an Officer’s Certificate to the Notes Collateral Agent stating that such amendment complies with and/or is permitted by this Indenture, on which the Notes Collateral Agent shall be entitled to conclusively rely without any investigation. In addition, by accepting a Note, each Holder will be deemed to have authorized and directed the Notes Collateral Agent to enter into (i) any amendments to the Equal Priority Intercreditor Agreement and any other Intercreditor Agreements, and (ii) any other intercreditor arrangements, in the case of clauses (i), and (ii) to the extent required to give effect to the establishment of intercreditor rights and privileges as contemplated and required or permitted by the Indenture (the “Other Intercreditor Amendments”). (d) Upon the request of the Issuer accompanied by a resolution of Issuers (and, prior to the Board of Directors authorizing Escrow Release Date, the execution of any such amended or supplemental indenture, Escrow Issuers) and upon receipt by the Trustee of the documents described in Section 7.02 hereof (to the extent requested by the TrusteeTrustee and subject to the last sentence of Section 9.06), the Trustee shall join with the Issuer Issuers or the Escrow Issuers, as applicable, and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall have the right, but not be obligated to, enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, (i) no Opinion of Counsel related to conditions precedent shall be required in connection with the Assumption upon execution and delivery by each of the Issuers, each Initial Guarantor and the Trustee of a supplemental indenture to this Indenture, the form of which is attached hereto as Exhibit D-1 hereto (provided, however, that the Trustee shall be entitled to receive an Opinion of Counsel stating that such supplemental indenture is the legal, valid and binding obligation of the Issuer and any Guarantors party thereto, enforceable against them in accordance with its terms, subject to customary exceptions) and (ii) neither an Opinion of Counsel nor an Officer’s Certificate Certificate, nor a board resolution, shall be required in connection with the addition of a Guarantor under this Indenture upon execution and delivery by such Guarantor and the Trustee of a supplemental indenture to this Indenture, the form of which is attached as Exhibit D D-2 hereto, provided that the execution thereof shall be deemed a representation by such Guarantor(s) that all conditions precedent and covenants, if any, relating to the execution of such supplemental indenture have been satisfied, provided that the execution thereof shall be deemed a representation by such Guarantor(s) that all conditions precedent and covenants, if any, relating to the execution of such supplemental indenture have been satisfied and the supplemental indenture is enforceable in accordance with its terms subject to (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and similar laws affecting the rights and remedies of creditors generally and (ii) general principles of equity.

Without Consent of Holders. (a) Notwithstanding Section 9.02 hereof, the Issuer, any Guarantor (with respect to a Guarantee or this Indenture to which it is a party) The Company and the Trustee may amend or supplement this Indenture, any Guarantee, the Notes, the Notes Security Document Indenture or the Intercreditor Agreements (including in each case, if applicable, the form of agreements attached thereto as exhibits) Securities without the notice to or consent of any Holder: (ia) to cure any ambiguitysecure the Securities, omission, mistake, defect including provisions regarding the circumstances under which collateral may be released or inconsistencysubstituted; (iib) to evidence the succession of another Person to the Company under the terms of this Indenture or successive successions, and provide for uncertificated Notes in addition to or in place of certificated Notes; (iii) to comply with Section 5.01 hereof; (iv) to provide the assumption of the Issuer’s or any GuarantorCompany’s obligations to the HoldersHolders in the event of a merger or consolidation, or sale, conveyance, transfer or lease of the Company’s property and assets substantially as an entirety; (vc) to make any change that would provide any additional rights or benefits to the Holders or that does not materially adversely affect (as determined in good faith by the Issuer) the legal rights under this Indenture of any such Holder; (vi) to add covenants for the benefit of the Holders or to surrender any right or power conferred upon the Issuer or any GuarantorCompany; (viid) to add to the covenants of the Company for the benefit of the Holders; (e) to cure any ambiguity or correct or supplement any inconsistency or defective provision contained in this Indenture; provided that such modification or amendment does not adversely affect the interests of the Holders; (f) to make any provision or change with respect to matters or questions arising under this Indenture that the Company may deem necessary or desirable and that shall not be inconsistent with provisions of this Indenture; provided that such change or modification does not, in the good faith opinion of the Board of Directors, adversely affect the interests of the Holders; (g) to provide for an adjustment to the Conversion Rate in accordance with this Indenture; (h) if applicable, to comply with any requirements of the SEC Commission in order to effect connection with qualifying, or maintain maintaining the qualification of of, this Indenture under the Trust Indenture Act, if applicable (it being agreed that this Indenture need not qualify under the Trust Indenture Act)TIA; (viiii) to evidence and add or provide for the acceptance and appointment guarantee of obligations under this Indenture of a successor Trustee hereunder pursuant to the requirements hereofSecurities or additional obligors on the Securities; (ixj) to add a Guarantor provide for or co-obligor under this Indenture or to release a Guarantor confirm the issuance of Additional Securities in accordance with the terms of this Indenture;; or (x) to conform the text of this Indenture, Guarantees, the Notes, the Notes Security Documents and the Intercreditor Agreements to any provision of the “Description of Notes” section of the Offering Memorandum to the extent that such provision in such “Description of Notes” section was intended to be a verbatim recitation of a provision of this Indenture, Guarantee, the Notes, the Notes Security Documents and the Intercreditor Agreements as provided to the Trustee in an Officer’s Certificate; (xi) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, to facilitate the issuance and administration of the Notes; provided, (A) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (B) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (xiik) to provide for a successor Trustee. After an amendment under this Section becomes effective, the issuance of Additional Notes in accordance with the terms of this Indenture; (xiii) Company shall mail to makeHolders a notice briefly describing such amendment. The failure to give such notice to all Holders, complete or confirm any grant of Collateral permitted or required by this Indenture, any of the Notes Security Documents or the Intercreditor Agreements or any release defect therein, shall not impair or affect the validity of Collateral pursuant to the terms of this Indenture, any of the Notes Security Documents or the Intercreditor Agreements; (xiv) to secure additional extensions of credit and add additional secured creditors holding other First Lien Obligations so long as such First Lien Obligations are not prohibited by the provisions of this Indenture or any other then-existing First Lien Debt Documents; (xv) to add additional assets as Collateral; or (xvi) to add provisions to this Indenture and a new form of Note to permit the issuance by the Issuer or a Subsidiary thereof of escrow notes an amendment under this Indenture, which may have different terms than other Notes issued under this Indenture so long as the proceeds of such notes remain in escrow (including, but not limited to, separate collateral, different or no guarantees and special mandatory redemption provisions)Section. (b) The Holders will be deemed to have consented for purposes of this Indenture, the Notes Security Documents and the Equal Priority Intercreditor Agreement (and, if applicable, a Junior Lien Intercreditor Agreement) to any of the following amendments and other modifications to this Indenture, the Notes Security Documents or the Equal Priority Intercreditor Agreement (or, if applicable, a Junior Lien Intercreditor Agreement) and the entry into a Junior Lien Intercreditor Agreement: (i) to effect any amendment or supplement to the Equal Priority Intercreditor Agreement or any other Intercreditor Agreement that is for the purpose of adding the holders of First Lien Obligations or Indebtedness secured on a junior basis to the Notes or any other Indebtedness that is permitted under Section 4.09 and is Secured Indebtedness (or a representative with respect thereto) as parties thereto, as expressly contemplated by the terms of such Intercreditor Agreement, as applicable (it being understood that any such amendment, modification or supplement may make such other changes to the Equal Priority Intercreditor Agreement or any other applicable Intercreditor Agreement as, in the good faith determination of the Bank Collateral Agent, are required to effectuate the foregoing and provided that such other changes are not adverse, in any material respect, to the interests of the Holders); (ii) to enter into any Junior Lien Intercreditor Agreement or any Equal Priority Intercreditor Agreement or to any restatement or replacement thereof or to effect the Equal Priority Intercreditor Amendments or other Intercreditor Amendments; or (iii) that is expressly contemplated by any Intercreditor Agreement or this Indenture. (c) The Notes Collateral Agent is hereby authorized and directed to enter into the Equal Priority Intercreditor Agreement and any other Intercreditor Agreement to the extent contemplated by the terms of this Indenture without the consent of any Holder, and by accepting a Note, each Holder will be deemed to have acknowledged that such Intercreditor Agreement is binding upon them. By accepting a Note, each Holder will be deemed to have (a) agreed that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreements, (b) authorized and instructed the Notes Collateral Agent to enter into the Equal Priority Intercreditor Agreement and to subject the Liens on the Collateral to the provisions thereof and (c) without any further consent of such Holder, authorized and instructed the Notes Collateral Agent to execute and deliver on behalf of itself, the Trustee and the Holders the Equal Priority Intercreditor Agreement, any other intercreditor agreement or any amendment (or amendment and restatement) to the Notes Security Documents or an Intercreditor Agreement contemplated by this Indenture. In connection with any such amendment of the Equal Priority Intercreditor Agreement or any other Intercreditor Agreements, the Issuer shall provide an Officer’s Certificate to the Notes Collateral Agent stating that such amendment complies with and/or is permitted by this Indenture, on which the Notes Collateral Agent shall be entitled to conclusively rely without any investigation. In addition, by accepting a Note, each Holder will be deemed to have authorized and directed the Notes Collateral Agent to enter into (i) any amendments to the Equal Priority Intercreditor Agreement and any other Intercreditor Agreements, and (ii) any other intercreditor arrangements, in the case of clauses (i), and (ii) to the extent required to give effect to the establishment of intercreditor rights and privileges as contemplated and required or permitted by the Indenture (the “Other Intercreditor Amendments”). (d) Upon the request of the Issuer accompanied by a resolution of the Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof (to the extent requested by the Trustee), the Trustee shall join with the Issuer and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall have the right, but not be obligated to, enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, neither an Opinion of Counsel nor an Officer’s Certificate shall be required in connection with the addition of a Guarantor under this Indenture upon execution and delivery by such Guarantor and the Trustee of a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, provided that the execution thereof shall be deemed a representation by such Guarantor(s) that all conditions precedent and covenants, if any, relating to the execution of such supplemental indenture have been satisfied, provided that the execution thereof shall be deemed a representation by such Guarantor(s) that all conditions precedent and covenants, if any, relating to the execution of such supplemental indenture have been satisfied and the supplemental indenture is enforceable in accordance with its terms subject to (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and similar laws affecting the rights and remedies of creditors generally and (ii) general principles of equity.

Without Consent of Holders. (a) Notwithstanding Section 9.02 hereofThe Company, the Issuerwhen authorized by a Board Resolution, any Guarantor (with respect to a Guarantee or this Indenture to which it is a party) and the Trustee may amend or supplement this Indenture, any Guarantee, Indenture or the Notes, the Notes Security Document without notice to or the Intercreditor Agreements (including in each case, if applicable, the form of agreements attached thereto as exhibits) without the consent or vote of any HolderHolder for the following purposes: (i) to cure any ambiguity, omission, mistake, defect or inconsistency; (ii) to provide for uncertificated Notes in addition to or in place of certificated Notes; (iii) to comply with Section 5.01 hereof; (iv) to provide the assumption of the Issuer’s or any Guarantor’s obligations to the Holders; (v) to make any change that would provide any additional rights or benefits to the Holders or that does not materially adversely affect (as determined in good faith by the Issuer) the legal rights under this Indenture of any such Holder; (vi) to add covenants for the benefit of the Holders or to surrender any right or power conferred upon the Issuer or any Guarantor; (vii) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act, if applicable (it being agreed that this Indenture need not qualify under the Trust Indenture Act); (viii) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee hereunder pursuant to the requirements hereof; (ix) to add a Guarantor or co-obligor under this Indenture or to release a Guarantor in accordance with the terms of this Indenture; (x) to conform the text of this Indenture, Guarantees, the Notes, the Notes Security Documents and the Intercreditor Agreements to any provision of the “Description of Notes” section of the Offering Memorandum to the extent ; provided that such provision in such “Description of Notes” section was intended to be a verbatim recitation of a provision of this Indenture, Guarantee, the Notes, the Notes Security Documents and the Intercreditor Agreements as provided to the Trustee in an Officer’s Certificate; (xi) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, to facilitate the issuance and administration of the Notes; provided, (A) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (B) such amendment supplement does not materially and adversely affect the rights of Holders to transfer Notesany Holder; (xiiii) to add guarantees or collateral with respect to the Notes (iii) to comply with Section 5.04; (iv) to provide for any Guarantee of the Notes, to secure the Notes or to confirm and evidence the release, termination or discharge of any Guarantee of or Lien securing the Notes when such release, termination or discharge is permitted by this Indenture; (v) to add to the covenants of the Company for the benefit of the Holders; (vi) to surrender any right herein conferred upon the Company; (vii) to evidence and provide for the acceptance of an appointment by a successor Trustee; (viii) to provide for the issuance of Additional Notes in accordance with the terms of this Indenture; (xiii) to make, complete or confirm any grant of Collateral permitted or required by this Indenture, any of the Notes Security Documents or the Intercreditor Agreements or any release of Collateral pursuant to the terms of this Indenture, any of the Notes Security Documents or the Intercreditor Agreements; (xiv) to secure additional extensions of credit and add additional secured creditors holding other First Lien Obligations so long as such First Lien Obligations are not prohibited by the provisions of this Indenture or any other then-existing First Lien Debt Documents; (xv) to add additional assets as CollateralNotes; or (xviix) to add provisions make any other change that does not materially and adversely affect the rights of any Holder or to conform this Indenture and a new form to the description of Note to permit the issuance by the Issuer or a Subsidiary thereof of escrow notes under this Indenture, which may have different terms than other Notes issued under this Indenture so long as the proceeds of such notes remain in escrow (including, but not limited to, separate collateral, different or no guarantees and special mandatory redemption provisions). (b) The Holders will be deemed to have consented for purposes of this Indenture, the Notes Security Documents and the Equal Priority Intercreditor Agreement (and, if applicable, a Junior Lien Intercreditor Agreement) to any of the following amendments and other modifications to this Indenture, the Notes Security Documents or the Equal Priority Intercreditor Agreement (or, if applicable, a Junior Lien Intercreditor Agreement) and the entry into a Junior Lien Intercreditor Agreement: (i) to effect any amendment or supplement to the Equal Priority Intercreditor Agreement or any other Intercreditor Agreement that is for the purpose of adding the holders of First Lien Obligations or Indebtedness secured on a junior basis to the Notes or any other Indebtedness that is permitted under Section 4.09 and is Secured Indebtedness (or a representative with respect thereto) as parties thereto, as expressly contemplated by the terms of such Intercreditor Agreement, as applicable (it being understood that any such amendment, modification or supplement may make such other changes to the Equal Priority Intercreditor Agreement or any other applicable Intercreditor Agreement as, in the good faith determination of the Bank Collateral Agent, are required to effectuate the foregoing and Offering Memorandum; provided that such other changes are not adverse, in any material respect, to the interests of the Holders); (ii) to enter into any Junior Lien Intercreditor Agreement or any Equal Priority Intercreditor Agreement or to any restatement or replacement thereof or to effect the Equal Priority Intercreditor Amendments or other Intercreditor Amendments; or (iii) that is expressly contemplated by any Intercreditor Agreement or this Indenture. (c) The Notes Collateral Agent is hereby authorized and directed to enter into the Equal Priority Intercreditor Agreement and any other Intercreditor Agreement to the extent contemplated by the terms of this Indenture without the consent of any Holder, and by accepting a Note, each Holder will be deemed to have acknowledged that such Intercreditor Agreement is binding upon them. By accepting a Note, each Holder will be deemed to have (a) agreed that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreements, (b) authorized and instructed the Notes Collateral Agent to enter into the Equal Priority Intercreditor Agreement and to subject the Liens on the Collateral to the provisions thereof and (c) without any further consent of such Holder, authorized and instructed the Notes Collateral Agent to execute and deliver on behalf of itself, the Trustee and the Holders the Equal Priority Intercreditor Agreement, any other intercreditor agreement or any amendment (or amendment and restatement) to the Notes Security Documents or an Intercreditor Agreement contemplated by this Indenture. In connection with any such amendment of the Equal Priority Intercreditor Agreement or any other Intercreditor Agreements, the Issuer shall provide an Officer’s Certificate to the Notes Collateral Agent stating that such amendment complies with and/or is permitted by this Indenture, on which the Notes Collateral Agent shall be entitled to conclusively rely without any investigation. In addition, by accepting a Note, each Holder will be deemed to have authorized and directed the Notes Collateral Agent to enter into (i) any amendments to the Equal Priority Intercreditor Agreement and any other Intercreditor Agreements, and (ii) any other intercreditor arrangementsthat, in the case of clauses clause (i), and ) or (ii) above, the Company has delivered to the extent required to give effect to Trustee an Opinion of Counsel and an Officers’ Certificate, each stating that such amendment or supplement complies with the establishment provisions of intercreditor rights and privileges as contemplated and required or permitted by the Indenture (the “Other Intercreditor Amendments”). (d) this Section 9.01. Upon the written request of the Issuer Company, accompanied by a resolution of the Board of Directors Resolution authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof (to the extent requested by the Trustee)9.05, the Trustee shall join with the Issuer and the Guarantors Company in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that which may be therein contained, but the Trustee shall have the right, but not be obligated to, to enter into any such amended or supplemental indenture that which affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, neither an Opinion of Counsel nor an Officer’s Certificate shall be required in connection with the addition of a Each Guarantor under this Indenture upon execution and delivery by such Guarantor and the Trustee of a supplemental indenture must consent to this Indenture, the form of which is attached as Exhibit D hereto, provided that the execution thereof shall be deemed a representation by such Guarantor(s) that all conditions precedent and covenants, if any, relating to the execution of such supplemental indenture have been satisfied, provided that the execution thereof shall be deemed a representation by such Guarantor(s) that all conditions precedent and covenants, if any, relating to the execution of such supplemental indenture have been satisfied and the supplemental indenture is enforceable in accordance with its terms subject to (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and similar laws affecting the rights and remedies of creditors generally and (ii) general principles of equityany amendment or supplement hereunder.

Without Consent of Holders. (a) Notwithstanding Section 9.02 hereof, the Issuer, any Guarantor (with respect to a Guarantee or this This Indenture to which it is a party) and the Trustee Notes may amend be amended or supplement this Indenture, any Guarantee, the Notes, the Notes Security Document supplemented without notice to or the Intercreditor Agreements (including in each case, if applicable, the form of agreements attached thereto as exhibits) without the consent of any Holder: (ia) to cure any ambiguity, omission, mistake, defect or inconsistency; (iib) to comply with Article IV in respect of the assumption by a Successor Company of an obligation of the Company under this Indenture and the Notes; (c) to provide for uncertificated Notes in addition to or in place of certificated Notes; (iiid) to comply add Guarantees with Section 5.01 hereofrespect to the Notes; (iv) to provide the assumption of the Issuer’s or any Guarantor’s obligations to the Holders; (v) to make any change that would provide any additional rights or benefits to the Holders or that does not materially adversely affect (as determined in good faith by the Issuer) the legal rights under this Indenture of any such Holder; (vie) to add to the covenants of the Company for the benefit of the Holders Holders, add Events of Default or to surrender any right or power herein conferred upon the Issuer or any GuarantorCompany; (viif) to comply with requirements any requirement of the SEC in order to effect or maintain connection with the qualification of this Indenture under the Trust Indenture ActAct of 1939, as amended, if applicable (it being agreed that this Indenture need not qualify under the Trust Indenture Act);applicable; or (viiig) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee hereunder pursuant trustee; provided that the successor trustee is otherwise qualified and eligible to the requirements hereof; (ix) to add a Guarantor or co-obligor act as such under this Indenture or to release a Guarantor in accordance with the terms of this Indenture; (x) to conform the text of . After an amendment under this Indenture, GuaranteesSection 9.1 becomes effective, the NotesCompany shall mail to Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the Notes Security Documents and the Intercreditor Agreements validity of an amendment under this Section. A consent to any provision of the “Description of Notes” section of the Offering Memorandum to the extent that such provision in such “Description of Notes” section was intended to be a verbatim recitation of a provision of this Indentureamendment, Guarantee, the Notes, the Notes Security Documents and the Intercreditor Agreements as provided to the Trustee in an Officer’s Certificate; (xi) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, to facilitate the issuance and administration of the Notes; provided, (A) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act supplement or any applicable securities law and (B) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (xii) to provide for the issuance of Additional Notes in accordance with the terms of this Indenture; (xiii) to make, complete or confirm any grant of Collateral permitted or required by this Indenture, any of the Notes Security Documents or the Intercreditor Agreements or any release of Collateral pursuant to the terms of this Indenture, any of the Notes Security Documents or the Intercreditor Agreements; (xiv) to secure additional extensions of credit and add additional secured creditors holding other First Lien Obligations so long as such First Lien Obligations are not prohibited by the provisions of this Indenture or any other then-existing First Lien Debt Documents; (xv) to add additional assets as Collateral; or (xvi) to add provisions to this Indenture and a new form of Note to permit the issuance by the Issuer or a Subsidiary thereof of escrow notes under this Indenture, which may have different terms than other Notes issued waiver under this Indenture so long as the proceeds of such notes remain in escrow (including, but not limited to, separate collateral, different or no guarantees and special mandatory redemption provisions). (b) The Holders will be deemed to have consented for purposes of this Indenture, the Notes Security Documents and the Equal Priority Intercreditor Agreement (and, if applicable, a Junior Lien Intercreditor Agreement) to any of the following amendments and other modifications to this Indenture, the Notes Security Documents or the Equal Priority Intercreditor Agreement (or, if applicable, a Junior Lien Intercreditor Agreement) and the entry into a Junior Lien Intercreditor Agreement: (i) to effect any amendment or supplement to the Equal Priority Intercreditor Agreement or any other Intercreditor Agreement that is for the purpose of adding the holders of First Lien Obligations or Indebtedness secured on a junior basis to the Notes or any other Indebtedness that is permitted under Section 4.09 and is Secured Indebtedness (or a representative with respect thereto) as parties thereto, as expressly contemplated by the terms of such Intercreditor Agreement, as applicable (it being understood that any such amendment, modification or supplement may make such other changes to the Equal Priority Intercreditor Agreement or any other applicable Intercreditor Agreement as, in the good faith determination of the Bank Collateral Agent, are required to effectuate the foregoing and provided that such other changes are not adverse, in any material respect, to the interests of the Holders); (ii) to enter into any Junior Lien Intercreditor Agreement or any Equal Priority Intercreditor Agreement or to any restatement or replacement thereof or to effect the Equal Priority Intercreditor Amendments or other Intercreditor Amendments; or (iii) that is expressly contemplated by any Intercreditor Agreement or this Indenture. (c) The Notes Collateral Agent is hereby authorized and directed to enter into the Equal Priority Intercreditor Agreement and any other Intercreditor Agreement to the extent contemplated by the terms of this Indenture without the consent of any Holder, and by accepting Holder given in connection with a Note, each Holder will be deemed to have acknowledged that such Intercreditor Agreement is binding upon them. By accepting a Note, each Holder will be deemed to have (a) agreed that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreements, (b) authorized and instructed the Notes Collateral Agent to enter into the Equal Priority Intercreditor Agreement and to subject the Liens on the Collateral to the provisions thereof and (c) without any further consent tender of such Holder, authorized and instructed the Notes Collateral Agent to execute and deliver on behalf of itself, the Trustee and the Holders the Equal Priority Intercreditor Agreement, any other intercreditor agreement or any amendment (or amendment and restatement) to the Notes Security Documents or an Intercreditor Agreement contemplated ’s Note shall not be rendered invalid by this Indenturesuch tender. In connection with any such amendment of the Equal Priority Intercreditor Agreement or any other Intercreditor Agreements, the Issuer shall provide an Officer’s Certificate to the Notes Collateral Agent stating that such amendment complies with and/or is permitted by this Indenture, on which the Notes Collateral Agent shall be entitled to conclusively rely without any investigation. In addition, by accepting a Note, each Holder will be deemed to have authorized and directed the Notes Collateral Agent to enter into (i) any amendments to the Equal Priority Intercreditor Agreement and any other Intercreditor Agreements, and (ii) any other intercreditor arrangements, in the case of clauses (i), and (ii) to the extent required to give effect to the establishment of intercreditor rights and privileges as contemplated and required or permitted by the Indenture (the “Other Intercreditor Amendments”). (d) Upon the request of the Issuer Company accompanied by a resolution of the Board of Directors Resolution authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof (to the extent requested by the Trustee)Sections 7.2 and 10.2, the Trustee shall join with the Issuer and the Guarantors Company in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall have the right, but not be obligated to, to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, neither an Opinion of Counsel nor an Officer’s Certificate shall be required in connection with the addition of a Guarantor under this Indenture upon execution and delivery by such Guarantor and the Trustee of a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, provided that the execution thereof shall be deemed a representation by such Guarantor(s) that all conditions precedent and covenants, if any, relating to the execution of such supplemental indenture have been satisfied, provided that the execution thereof shall be deemed a representation by such Guarantor(s) that all conditions precedent and covenants, if any, relating to the execution of such supplemental indenture have been satisfied and the supplemental indenture is enforceable in accordance with its terms subject to (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and similar laws affecting the rights and remedies of creditors generally and (ii) general principles of equity.

Without Consent of Holders. (a) Notwithstanding Section 9.02 hereof9.2 of this Indenture, the Issuer, any Guarantor (with respect to a its Guarantee or this Indenture to which it is a partyIndenture) and the Trustee may amend amend, supplement or supplement modify this Indenture, any Guarantee, Guarantee and the Notes, and the Notes Security Document or Company may direct the Intercreditor Agreements (including in each caseTrustee to enter into an amendment to this Indenture, if applicableany Guarantee and the Notes, the form of agreements attached thereto as exhibits) without the consent of any Holder: (i1) to cure any ambiguity, omission, mistake, defect defect, error or inconsistency, conform any provision to any provision under the heading “Description of Unsecured Notes” in the Offering Memorandum or reduce the minimum denomination of the Notes; (ii2) to provide for the assumption by a successor Person of the obligations of the Issuer or a Guarantor under any Note Document or to comply with Section 4.1; (3) to provide for uncertificated Notes in addition to or in place of certificated NotesNotes or to alter the provisions of this Indenture relating to the form of the Notes (including related definitions); (iii) to comply with Section 5.01 hereof; (iv) to provide the assumption of the Issuer’s or any Guarantor’s obligations to the Holders; (v) to make any change that would provide any additional rights or benefits to the Holders or that does not materially adversely affect (as determined in good faith by the Issuer) the legal rights under this Indenture of any such Holder; (vi4) to add to or modify the covenants or provide for a Note Guarantee for the benefit of the Holders or to surrender any right or power conferred upon the Issuer or any GuarantorRestricted Subsidiary; (vii5) to make any change (including changing the CUSIP or other identifying number on any Notes) that would provide any additional rights or benefits to the Holders or that does not adversely affect the rights of any Holder in any material respect; (6) at the Company’s election, comply with requirements any requirement of the SEC in order to effect or maintain connection with the qualification of this Indenture under the Trust Indenture Act, if applicable (it being agreed that this Indenture need not qualify under the Trust Indenture Act)such qualification is required; (viii7) make such provisions as necessary (as determined in good faith by the Company) for the issuance of Additional Notes in accordance with the terms of this Indenture; (8) provide for any Restricted Subsidiary to provide a Guarantee in accordance with Section 3.2, to add Guarantees with respect to the Notes, to add security to or for the benefit of the Notes, or to confirm and evidence the release, termination, discharge or retaking of any Guarantee or Lien with respect to or securing the Notes when such release, termination, discharge or retaking is provided for under this Indenture; (9) evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee hereunder or successor Paying Agent thereunder pursuant to the requirements hereofhereof or to provide for the accession by the Trustee to any Note Document; (ix10) secure the Notes and/or the related Guarantees or to add collateral thereto; (11) add an obligor or a Guarantor or co-obligor under this Indenture or to release a Guarantor in accordance with the terms of this Indenture; (x12) to conform the text of this Indenture, Guarantees, the Notes, the Notes Security Documents and the Intercreditor Agreements to any provision of the “Description of Notes” section of the Offering Memorandum to the extent that such provision in such “Description of Notes” section was intended to be a verbatim recitation of a provision of this Indenture, Guarantee, the Notes, the Notes Security Documents and the Intercreditor Agreements as provided to the Trustee in an Officer’s Certificate; (xi) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted not prohibited by this Indenture, including, without limitation, to facilitate the issuance and administration of the Notes; provided, however, that (Ai) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any other applicable securities law and (Bii) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (xii) to provide for the issuance of Additional Notes in accordance with the terms of this Indenture; (xiii) to make, complete or confirm any grant of Collateral permitted or required by this Indenture, any of the Notes Security Documents or the Intercreditor Agreements or any release of Collateral pursuant to the terms of this Indenture, any of the Notes Security Documents or the Intercreditor Agreements; (xiv) to secure additional extensions of credit and add additional secured creditors holding other First Lien Obligations so long as such First Lien Obligations are not prohibited by the provisions of this Indenture or any other then-existing First Lien Debt Documents; (xv) to add additional assets as Collateral; or (xvi) to add provisions to this Indenture and a new form of Note to permit the issuance by the Issuer or a Subsidiary thereof of escrow notes under this Indenture, which may have different terms than other Notes issued under this Indenture so long as the proceeds of such notes remain in escrow (including, but not limited to, separate collateral, different or no guarantees and special mandatory redemption provisions). (b) The Holders will be deemed to have consented for purposes of this Indenture, the Notes Security Documents and the Equal Priority Intercreditor Agreement (and, if applicable, a Junior Lien Intercreditor Agreement) to any of the following amendments and other modifications to this Indenture, the Notes Security Documents or the Equal Priority Intercreditor Agreement (or, if applicable, a Junior Lien Intercreditor Agreement) and the entry into a Junior Lien Intercreditor Agreement: (i) to effect any amendment or supplement to the Equal Priority Intercreditor Agreement or any other Intercreditor Agreement that is for the purpose of adding the holders of First Lien Obligations or Indebtedness secured on a junior basis to the Notes or any other Indebtedness that is permitted under Section 4.09 and is Secured Indebtedness (or a representative with respect thereto) as parties thereto, as expressly contemplated by the terms of such Intercreditor Agreement, as applicable (it being understood that any such amendment, modification or supplement may make such other changes to the Equal Priority Intercreditor Agreement or any other applicable Intercreditor Agreement as, in the good faith determination of the Bank Collateral Agent, are required to effectuate the foregoing and provided that such other changes are not adverse, in any material respect, to the interests of the Holders);; and (ii13) to enter into any Junior Lien Intercreditor Agreement or any Equal Priority Intercreditor Agreement or to any restatement or replacement thereof or to effect comply with the Equal Priority Intercreditor Amendments or other Intercreditor Amendments; or (iii) that is expressly contemplated by any Intercreditor Agreement or this Indenture. (c) The Notes Collateral Agent is hereby authorized rules and directed to enter into the Equal Priority Intercreditor Agreement and any other Intercreditor Agreement to the extent contemplated by the terms of this Indenture without the consent procedures of any Holderapplicable securities depositary. Subject to Section 9.2, and by accepting a Note, each Holder will be deemed to have acknowledged that such Intercreditor Agreement is binding upon them. By accepting a Note, each Holder will be deemed to have (a) agreed that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreements, (b) authorized and instructed the Notes Collateral Agent to enter into the Equal Priority Intercreditor Agreement and to subject the Liens on the Collateral to the provisions thereof and (c) without any further consent of such Holder, authorized and instructed the Notes Collateral Agent to execute and deliver on behalf of itself, the Trustee and the Holders the Equal Priority Intercreditor Agreement, any other intercreditor agreement or any amendment (or amendment and restatement) to the Notes Security Documents or an Intercreditor Agreement contemplated by this Indenture. In connection with any such amendment of the Equal Priority Intercreditor Agreement or any other Intercreditor Agreements, the Issuer shall provide an Officer’s Certificate to the Notes Collateral Agent stating that such amendment complies with and/or is permitted by this Indenture, on which the Notes Collateral Agent shall be entitled to conclusively rely without any investigation. In addition, by accepting a Note, each Holder will be deemed to have authorized and directed the Notes Collateral Agent to enter into (i) any amendments to the Equal Priority Intercreditor Agreement and any other Intercreditor Agreements, and (ii) any other intercreditor arrangements, in the case of clauses (i), and (ii) to the extent required to give effect to the establishment of intercreditor rights and privileges as contemplated and required or permitted by the Indenture (the “Other Intercreditor Amendments”). (d) Upon the request of the Issuer accompanied by a resolution of the Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof (to the extent requested by the Trustee)Sections 9.6 and 13.2 hereof, the Trustee shall will join with the Issuer and the Guarantors in the execution of any such amended or supplemental indenture authorized unless such amended or permitted by supplemental indenture affects the terms of Trustee’s own rights, duties, liabilities or immunities under this Indenture and to make any further appropriate agreements and stipulations that or otherwise, in which case the Trustee may be therein containedin its discretion, but the Trustee shall have the right, but will not be obligated to, enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, neither an Opinion of Counsel nor an Officer’s Certificate shall be required in connection with the addition of a Guarantor under this Indenture upon execution and delivery by such Guarantor and the Trustee of a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, provided that the execution thereof shall be deemed a representation by such Guarantor(s) that all conditions precedent and covenants, if any, relating to the execution of such supplemental indenture have been satisfied, provided that the execution thereof shall be deemed a representation by such Guarantor(s) that all conditions precedent and covenants, if any, relating to the execution of such supplemental indenture have been satisfied and the supplemental indenture is enforceable in accordance with its terms subject to (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and similar laws affecting the rights and remedies of creditors generally and (ii) general principles of equityindenture.

Without Consent of Holders. (a) Notwithstanding Section 9.02 hereof9.02, without the consent of any Holder, the Issuer, any Guarantor (with respect to a Guarantee or this Indenture to which it is a party) the Guarantors and the Trustee may amend or supplement this Indenture, any Guarantee, the Notes, the Notes Security Document or the Intercreditor Agreements (including in each case, if applicable, the form of agreements attached thereto as exhibits) without the consent of any HolderNotes Guarantees to: (i1) to cure any ambiguity, omission, mistake, defect or inconsistency; (ii2) to provide for the assumption by a successor entity of the obligations of the Issuer or any Guarantor under this Indenture, the Notes or the Notes Guarantees; (3) provide for or facilitate the issuance of uncertificated Notes in addition to or in place of certificated NotesNotes (provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code); (iii4) to comply with Section 5.01 hereofthe rules of any applicable Depositary; (iv5) to provide the assumption of the Issuer’s or any Guarantor’s obligations add Guarantors with respect to the HoldersNotes or release a Guarantor from its obligations under its Notes Guarantee or this Indenture in accordance with the applicable provisions of this Indenture or the Notes Guarantees; (v6) to make any change that would provide any additional rights or benefits to the Holders or that does not materially adversely affect (as determined in good faith by the Issuer) the legal rights under this Indenture of any such Holder; (vi) to add covenants of LGEC or its Subsidiaries or Events of Default for the benefit of or to make changes that would provide additional rights to the Holders Holders, or to surrender any right or power conferred upon the Issuer or any Guarantor; (vii7) to make any change that does not adversely affect the legal rights under this Indenture of any Holder; (8) comply with requirements any requirement of the SEC in order to effect or maintain the connection with any required qualification of this Indenture under the Trust Indenture Act, if applicable (it being agreed that this Indenture need not qualify under the Trust Indenture Act); (viii9) to evidence and provide for the acceptance and of an appointment under this Indenture of a successor Trustee; provided that the successor Trustee hereunder pursuant is otherwise qualified and eligible to the requirements hereof; (ix) to add a Guarantor or co-obligor act as such under this Indenture or to release a Guarantor in accordance with the terms of this Indenture; (x10) to provide for the issuance of Additional Notes, which shall be treated, together with any outstanding Notes, as a single class of securities, so long as the Incurrence of such Additional Notes is otherwise permitted by this Indenture; (11) conform the text of this Indenture, Guarantees, the Notes, the Notes Security Documents and or the Intercreditor Agreements Notes Guarantees to any provision of the “Description of the New 2024 Notes” section of the Offering Memorandum to the extent that such provision in such the “Description of the New 2024 Notes” section of the Offering Memorandum was intended to be a verbatim recitation of a provision of this Indenture, Guarantee, the Notes, the Notes Security Documents and or the Intercreditor Agreements as provided to the Trustee in an Officer’s Certificate;Notes Guarantees; or (xi12) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation to facilitate the issuance and administration of the Notes; provided, however, that (A) compliance with this Indenture as so amended would not result in Notes being transferred in violation of applicable Canadian securities laws, the Securities Act or any applicable securities law and (B) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (xii) to provide for the issuance of Additional Notes in accordance with the terms of this Indenture; (xiii) to make, complete or confirm any grant of Collateral permitted or required by this Indenture, any of the Notes Security Documents or the Intercreditor Agreements or any release of Collateral pursuant to the terms of this Indenture, any of the Notes Security Documents or the Intercreditor Agreements; (xiv) to secure additional extensions of credit and add additional secured creditors holding other First Lien Obligations so long as such First Lien Obligations are not prohibited by the provisions of this Indenture or any other then-existing First Lien Debt Documents; (xv) to add additional assets as Collateral; or (xvi) to add provisions to this Indenture and a new form of Note to permit the issuance by the Issuer or a Subsidiary thereof of escrow notes under this Indenture, which may have different terms than other Notes issued under this Indenture so long as the proceeds of such notes remain in escrow (including, but not limited to, separate collateral, different or no guarantees and special mandatory redemption provisions). (b) The Holders will be deemed to have consented for purposes of this Indenture, the Notes Security Documents and the Equal Priority Intercreditor Agreement (and, if applicable, a Junior Lien Intercreditor Agreement) to any of the following amendments and other modifications to this Indenture, the Notes Security Documents or the Equal Priority Intercreditor Agreement (or, if applicable, a Junior Lien Intercreditor Agreement) and the entry into a Junior Lien Intercreditor Agreement: (i) to effect any amendment or supplement to the Equal Priority Intercreditor Agreement or any other Intercreditor Agreement that is for the purpose of adding the holders of First Lien Obligations or Indebtedness secured on a junior basis to the Notes or any other Indebtedness that is permitted under Section 4.09 and is Secured Indebtedness (or a representative with respect thereto) as parties thereto, as expressly contemplated by the terms of such Intercreditor Agreement, as applicable (it being understood that any such amendment, modification or supplement may make such other changes to the Equal Priority Intercreditor Agreement or any other applicable Intercreditor Agreement as, in the good faith determination of the Bank Collateral Agent, are required to effectuate the foregoing and provided that such other changes are not adverse, in any material respect, to the interests of the Holders); (ii) to enter into any Junior Lien Intercreditor Agreement or any Equal Priority Intercreditor Agreement or to any restatement or replacement thereof or to effect the Equal Priority Intercreditor Amendments or other Intercreditor Amendments; or (iii) that is expressly contemplated by any Intercreditor Agreement or this Indenture. (c) The Notes Collateral Agent is hereby authorized and directed to enter into the Equal Priority Intercreditor Agreement and any other Intercreditor Agreement to the extent contemplated by the terms of this Indenture without the consent of any Holder, and by accepting a Note, each Holder will be deemed to have acknowledged that such Intercreditor Agreement is binding upon them. By accepting a Note, each Holder will be deemed to have (a) agreed that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreements, (b) authorized and instructed the Notes Collateral Agent to enter into the Equal Priority Intercreditor Agreement and to subject the Liens on the Collateral to the provisions thereof and (c) without any further consent of such Holder, authorized and instructed the Notes Collateral Agent to execute and deliver on behalf of itself, the Trustee and the Holders the Equal Priority Intercreditor Agreement, any other intercreditor agreement or any amendment (or amendment and restatement) to the Notes Security Documents or an Intercreditor Agreement contemplated by this Indenture. In connection with any such amendment of the Equal Priority Intercreditor Agreement or any other Intercreditor Agreements, the Issuer shall provide an Officer’s Certificate to the Notes Collateral Agent stating that such amendment complies with and/or is permitted by this Indenture, on which the Notes Collateral Agent shall be entitled to conclusively rely without any investigation. In addition, by accepting a Note, each Holder will be deemed to have authorized and directed the Notes Collateral Agent to enter into (i) any amendments to the Equal Priority Intercreditor Agreement and any other Intercreditor Agreements, and (ii) any other intercreditor arrangements, in the case of clauses (i), and (ii) to the extent required to give effect to the establishment of intercreditor rights and privileges as contemplated and required or permitted by the Indenture (the “Other Intercreditor Amendments”). (d) Upon the request of the Issuer accompanied by a resolution of the Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof (to the extent requested by the Trustee)12.04, the Trustee shall join with the Issuer and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall have the right, but not be obligated to, to enter into such amended or supplemental indenture that adversely affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, neither an no Opinion of Counsel nor an Officer’s Certificate shall be required in connection with the addition of a Guarantor under this Indenture upon execution and delivery by such Guarantor and the Trustee of a supplemental indenture to this Indenture, the form of which is attached as Exhibit D heretoC, and delivery of an Officers’ Certificate, except as provided that the execution thereof shall be deemed a representation by such Guarantor(s) that all conditions precedent in Section 4.15 and covenants, if any, relating to the execution of such supplemental indenture have been satisfied, provided that the execution thereof shall be deemed a representation by such Guarantor(s) that all conditions precedent and covenants, if any, relating to the execution of such supplemental indenture have been satisfied and the supplemental indenture is enforceable in accordance with its terms subject to (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and similar laws affecting the rights and remedies of creditors generally and (ii) general principles of equitySection 5.01(c).

Without Consent of Holders. (a) Notwithstanding Section 9.02 hereof9.02, the Issuer, any Guarantor (with respect to a Guarantee or this Indenture to which it is a party) Issuer and the Trustee may amend or supplement this Indenture, any Guarantee, the NotesTrust Deed, the Notes Security Document or the Intercreditor Agreements (including in each case, if applicable, the form of agreements attached thereto as exhibits) Trustee Appointment Agreement without the consent of any Holder: (ia) to cure any ambiguity, omissiondefect, mistake, defect omission or inconsistency; (iib) to provide for uncertificated Notes in addition to or in place of certificated Notes; (iii) to comply with Section 5.01 hereof; (iv) to provide the assumption of the Issuer’s or any Guarantor’s obligations to Holders in the Holderscase of a merger or consolidation or sale of all or substantially all of the Issuer’s assets; (vc) to make any change that would provide any additional rights or benefits to the Holders or that does not materially adversely affect (as determined in good faith by the Issuer) the legal rights under this Indenture Trust Deed of any such Holder; (vi) to add covenants for the benefit of the Holders or to surrender any right or power conferred upon the Issuer or any Guarantor; (vii) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act, if applicable (it being agreed that this Indenture need not qualify under the Trust Indenture Act); (viii) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee hereunder pursuant to the requirements hereof; (ix) to add a Guarantor or co-obligor under this Indenture or to release a Guarantor in accordance with the terms of this Indenture; (xd) to conform the text of this Indenture, Guarantees, the NotesTrust Deed, the Notes Security Documents and or the Intercreditor Agreements Trustee Appointment Agreement to any provision of the “Description of the Notes” section of the Offering Memorandum to the extent that such provision in such the “Description of the Notes” section was intended to be a verbatim recitation of a provision of this Indenture, Guarantee, the Notes, the Notes Security Documents and the Intercreditor Agreements as provided to the Trustee in an Officer’s Certificatethereof; (xi) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, to facilitate the issuance and administration of the Notes; provided, (A) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (B) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (xiie) to provide for the issuance of Additional Notes in accordance with the terms of covenants set forth in this IndentureTrust Deed; (xiii) to make, complete or confirm any grant of Collateral permitted or required by this Indenture, any of the Notes Security Documents or the Intercreditor Agreements or any release of Collateral pursuant to the terms of this Indenture, any of the Notes Security Documents or the Intercreditor Agreements; (xiv) to secure additional extensions of credit and add additional secured creditors holding other First Lien Obligations so long as such First Lien Obligations are not prohibited by the provisions of this Indenture or any other then-existing First Lien Debt Documents; (xv) to add additional assets as Collateral; or (xvi) to add provisions to this Indenture and a new form of Note to permit the issuance by the Issuer or a Subsidiary thereof of escrow notes under this Indenture, which may have different terms than other Notes issued under this Indenture so long as the proceeds of such notes remain in escrow (including, but not limited to, separate collateral, different or no guarantees and special mandatory redemption provisions). (b) The Holders will be deemed to have consented for purposes of this Indenture, the Notes Security Documents and the Equal Priority Intercreditor Agreement (and, if applicable, a Junior Lien Intercreditor Agreement) to any of the following amendments and other modifications to this Indenture, the Notes Security Documents or the Equal Priority Intercreditor Agreement (or, if applicable, a Junior Lien Intercreditor Agreement) and the entry into a Junior Lien Intercreditor Agreement: (if) to effect any amendment or supplement to the Equal Priority Intercreditor Agreement or any other Intercreditor Agreement that is for the purpose of adding the holders of First Lien Obligations or Indebtedness secured on a junior basis to the Notes or any other Indebtedness that is permitted under Section 4.09 and is Secured Indebtedness (or a representative with respect thereto) as parties thereto, as expressly contemplated by the terms of such Intercreditor Agreement, as applicable (it being understood that any such amendment, modification or supplement may make such other changes to this Trust Deed in a manner necessary to comply with the Equal Priority Intercreditor Agreement or any other applicable Intercreditor Agreement as, in the good faith determination procedures of the Bank Collateral Agent, are required to effectuate the foregoing and provided that such other changes are not adverse, in any material respect, to the interests of the Holders)relevant clearing system; (iig) to evidence and provide for the acceptance of appointment by a successor Trustee; (h) to enter into any Junior Lien Intercreditor Agreement additional or any Equal Priority Intercreditor Agreement or to any restatement or replacement thereof or to effect the Equal Priority Intercreditor Amendments or other Intercreditor Amendments; or (iii) that is expressly contemplated by any Intercreditor Agreement or this Indenture. (c) The Notes Collateral Agent is hereby authorized and directed to enter into the Equal Priority Intercreditor Agreement and any other Intercreditor Agreement to the extent contemplated by the terms of this Indenture without the consent of any Holder, and by accepting a Note, each Holder will be deemed to have acknowledged that such Intercreditor Agreement is binding upon themsupplemental collateral documents. By accepting a Note, each Holder will be deemed to have (a) agreed that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreements, (b) authorized and instructed the Notes Collateral Agent to enter into the Equal Priority Intercreditor Agreement and to subject the Liens on the Collateral to the provisions thereof and (c) without any further consent of such Holder, authorized and instructed the Notes Collateral Agent to execute and deliver on behalf of itself, the Trustee and the Holders the Equal Priority Intercreditor Agreement, any other intercreditor agreement or any amendment (or amendment and restatement) to the Notes Security Documents or an Intercreditor Agreement contemplated by this Indenture. In connection with any such amendment of the Equal Priority Intercreditor Agreement or any other Intercreditor Agreements, the Issuer shall provide an Officer’s Certificate to the Notes Collateral Agent stating that such amendment complies with and/or is permitted by this Indenture, on which the Notes Collateral Agent shall be entitled to conclusively rely without any investigation. In addition, by accepting a Note, each Holder will be deemed to have authorized and directed the Notes Collateral Agent to enter into (i) any amendments to the Equal Priority Intercreditor Agreement and any other Intercreditor Agreements, and (ii) any other intercreditor arrangements, in the case of clauses (i), and (ii) to the extent required to give effect to the establishment of intercreditor rights and privileges as contemplated and required or permitted by the Indenture (the “Other Intercreditor Amendments”). (d) Upon the request of the Issuer accompanied by a resolution of the its Board of Directors authorizing the execution of any such amended or supplemental indenturetrust deed, and upon receipt by the Trustee of the documents described in Section 7.02 hereof (to the extent requested by the Trustee)7.02, the Trustee shall will join with the Issuer and the Guarantors in the execution of any such amended or supplemental indenture authorized trust deed unless such amended or permitted by supplemental trust deed directly affects the terms of Trustee’s own rights, duties or immunities under this Indenture and to make any further appropriate agreements and stipulations that Trust Deed or otherwise, in which case the Trustee may be therein containedin its discretion, but the Trustee shall have the right, but will not be obligated to, enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, neither an Opinion of Counsel nor an Officer’s Certificate shall be required in connection with the addition of a Guarantor under this Indenture upon execution and delivery by such Guarantor and the Trustee of a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, provided that the execution thereof shall be deemed a representation by such Guarantor(s) that all conditions precedent and covenants, if any, relating to the execution of such supplemental indenture have been satisfied, provided that the execution thereof shall be deemed a representation by such Guarantor(s) that all conditions precedent and covenants, if any, relating to the execution of such supplemental indenture have been satisfied and the supplemental indenture is enforceable in accordance with its terms subject to (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and similar laws affecting the rights and remedies of creditors generally and (ii) general principles of equitytrust deed.

Without Consent of Holders. (a) Notwithstanding Section 9.02 hereof, the IssuerIssuers, any Guarantor (with respect to a Guarantee or this Indenture to which it is a party) the Guarantors and the Trustee may amend or supplement this Indenture, any Guarantee, the Notes, Indenture or the Notes Security Document or the Intercreditor Agreements (including in each case, if applicable, the form of agreements attached thereto as exhibits) without the consent of any Holder: (ia) to cure any ambiguity, omission, mistake, defect or inconsistency; (iib) to provide for uncertificated Notes in addition to or in place of certificated NotesNotes (provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Internal Revenue Code); (iiic) to comply with Section 5.01 hereof; (ivd) to provide for the assumption of either of the Issuer’s Issuers’ or any Guarantor’s obligations to the Holders; (ve) to make any change that would provide any additional rights or benefits to the Holders or that does not materially adversely affect (as determined in good faith by the Issuer) the legal rights under this Indenture of any such Holder; (vif) to add covenants for the benefit of the Holders or to surrender any right or power conferred upon the Issuer Issuers or any Guarantor; (viig) to comply with requirements the rules of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act, if any applicable (it being agreed that this Indenture need not qualify under the Trust Indenture Act)securities depositary; (viiih) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee hereunder pursuant to the requirements hereof; (ixi) to add a Guarantor or co-obligor under this Indenture or to release a Guarantor in accordance with the terms of this Indenture; (xj) to conform the text of this Indenture, Guarantees, the Notes, Indenture or the Notes Security Documents and the Intercreditor Agreements to any provision of the “Description of Notesnotes” section of the Offering Memorandum to the extent that such provision in such “Description of Notesnotes” section was intended to be a verbatim recitation of a provision of this Indenture, Guarantee, Indenture or the Notes, the Notes Security Documents and the Intercreditor Agreements as provided to the Trustee in an Officer’s Certificate;; or (xik) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation, to facilitate the issuance and administration of the Notes; provided, provided that (Aa) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (Bb) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (xii) to provide for the issuance of Additional Notes in accordance with the terms of this Indenture; (xiii) to make, complete or confirm any grant of Collateral permitted or required by this Indenture, any of the Notes Security Documents or the Intercreditor Agreements or any release of Collateral pursuant to the terms of this Indenture, any of the Notes Security Documents or the Intercreditor Agreements; (xiv) to secure additional extensions of credit and add additional secured creditors holding other First Lien Obligations so long as such First Lien Obligations are not prohibited by the provisions of this Indenture or any other then-existing First Lien Debt Documents; (xv) to add additional assets as Collateral; or (xvi) to add provisions to this Indenture and a new form of Note to permit the issuance by the Issuer or a Subsidiary thereof of escrow notes under this Indenture, which may have different terms than other Notes issued under this Indenture so long as the proceeds of such notes remain in escrow (including, but not limited to, separate collateral, different or no guarantees and special mandatory redemption provisions). (b) The Holders will be deemed to have consented for purposes of this Indenture, the Notes Security Documents and the Equal Priority Intercreditor Agreement (and, if applicable, a Junior Lien Intercreditor Agreement) to any of the following amendments and other modifications to this Indenture, the Notes Security Documents or the Equal Priority Intercreditor Agreement (or, if applicable, a Junior Lien Intercreditor Agreement) and the entry into a Junior Lien Intercreditor Agreement: (i) to effect any amendment or supplement to the Equal Priority Intercreditor Agreement or any other Intercreditor Agreement that is for the purpose of adding the holders of First Lien Obligations or Indebtedness secured on a junior basis to the Notes or any other Indebtedness that is permitted under Section 4.09 and is Secured Indebtedness (or a representative with respect thereto) as parties thereto, as expressly contemplated by the terms of such Intercreditor Agreement, as applicable (it being understood that any such amendment, modification or supplement may make such other changes to the Equal Priority Intercreditor Agreement or any other applicable Intercreditor Agreement as, in the good faith determination of the Bank Collateral Agent, are required to effectuate the foregoing and provided that such other changes are not adverse, in any material respect, to the interests of the Holders); (ii) to enter into any Junior Lien Intercreditor Agreement or any Equal Priority Intercreditor Agreement or to any restatement or replacement thereof or to effect the Equal Priority Intercreditor Amendments or other Intercreditor Amendments; or (iii) that is expressly contemplated by any Intercreditor Agreement or this Indenture. (c) The Notes Collateral Agent is hereby authorized and directed to enter into the Equal Priority Intercreditor Agreement and any other Intercreditor Agreement to the extent contemplated by the terms of this Indenture without the consent of any Holder, and by accepting a Note, each Holder will be deemed to have acknowledged that such Intercreditor Agreement is binding upon them. By accepting a Note, each Holder will be deemed to have (a) agreed that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreements, (b) authorized and instructed the Notes Collateral Agent to enter into the Equal Priority Intercreditor Agreement and to subject the Liens on the Collateral to the provisions thereof and (c) without any further consent of such Holder, authorized and instructed the Notes Collateral Agent to execute and deliver on behalf of itself, the Trustee and the Holders the Equal Priority Intercreditor Agreement, any other intercreditor agreement or any amendment (or amendment and restatement) to the Notes Security Documents or an Intercreditor Agreement contemplated by this Indenture. In connection with any such amendment of the Equal Priority Intercreditor Agreement or any other Intercreditor Agreements, the Issuer shall provide an Officer’s Certificate to the Notes Collateral Agent stating that such amendment complies with and/or is permitted by this Indenture, on which the Notes Collateral Agent shall be entitled to conclusively rely without any investigation. In addition, by accepting a Note, each Holder will be deemed to have authorized and directed the Notes Collateral Agent to enter into (i) any amendments to the Equal Priority Intercreditor Agreement and any other Intercreditor Agreements, and (ii) any other intercreditor arrangements, in the case of clauses (i), and (ii) to the extent required to give effect to the establishment of intercreditor rights and privileges as contemplated and required or permitted by the Indenture (the “Other Intercreditor Amendments”). (d) Upon the request of the Issuer Issuers accompanied by a resolution of the Board each of Directors their board of directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 7.02(b) hereof (to the extent requested and an Opinion of Counsel that any such amended or supplemental indenture is authorized or permitted by the Trustee)this Indenture, the Trustee shall join with the Issuer Issuers and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall have the right, but not be obligated to, enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, neither an Opinion of Counsel nor an Officer’s Certificate shall be required in connection with the addition of a Guarantor under this Indenture upon execution and delivery by such Guarantor and the Trustee of a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, provided that the execution thereof shall be deemed a representation by such Guarantor(s) that all conditions precedent and covenants, if any, relating to the execution of such supplemental indenture have been satisfied, provided that the execution thereof shall be deemed a representation by such Guarantor(s) that all conditions precedent and covenants, if any, relating to the execution of such supplemental indenture have been satisfied and the supplemental indenture is enforceable in accordance with its terms subject to (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and similar laws affecting the rights and remedies of creditors generally and (ii) general principles of equity.

Without Consent of Holders. (a) Notwithstanding Section 9.02 hereof, the Issuer, any Guarantor (with respect to a Guarantee or this Indenture to which it is a party) and the Trustee may amend or supplement this Indenture, any Guarantee, the Notes, the Notes Security Document or the Intercreditor Agreements (including in each case, if applicable, the form of agreements attached thereto as exhibits) without Without the consent of any HolderHolders, the Issuers and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental to this Indenture for any of the following purposes: (i1) to cure evidence the succession of another Person to the Issuers and the assumption by any ambiguity, omission, mistake, defect or inconsistency;such successor of their covenants in this Indenture and in the Notes; or (ii2) to add to their covenants for the benefit of the Holders, or to surrender any right or power herein conferred upon them; or (3) to add additional Events of Default; or (4) to provide for uncertificated Notes in addition to or in place of the certificated Notes;; or (iii5) to evidence and provide for the acceptance of appointment under this Indenture by a successor Trustee; or (6) to secure the Notes with any additional assets as Collateral; or (7) to cure any ambiguity, to correct or supplement any provision in this Indenture which may be defective or inconsistent with any other provision in this Indenture, or to make any other provisions with respect to matters or questions arising under this Indenture, provided that such actions pursuant to this clause shall not adversely affect the interests of the Holders in any material respect; or (8) to issue additional Notes or Exchange Notes (as defined in the Registration Rights Agreement); or (9) to comply with Section 5.01 hereof; (iv) to provide the assumption of the Issuer’s or any Guarantor’s obligations to the Holders; (v) to make any change that would provide any additional rights or benefits to the Holders or that does not materially adversely affect (as determined in good faith by the Issuer) the legal rights under this Indenture of any such Holder; (vi) to add covenants for the benefit of the Holders or to surrender any right or power conferred upon the Issuer or any Guarantor; (vii) to comply with requirements of the SEC Commission in order to effect or and maintain the qualification of this Indenture under the Trust Indenture Act, if applicable (it being agreed that this Indenture need not qualify under the Trust Indenture Act);; or (viii10) to evidence release Collateral from the Lien of the Indenture and provide for the acceptance and appointment under this Indenture of a successor Trustee hereunder pursuant to the requirements hereof; (ix) to add a Guarantor or co-obligor under this Indenture or to release a Guarantor in accordance with the terms of this Indenture; (x) to conform the text of this Indenture, Guarantees, the Notes, the Notes Security Documents and the Intercreditor Agreements to any provision of the “Description of Notes” section of the Offering Memorandum to the extent that such provision in such “Description of Notes” section was intended to be a verbatim recitation of a provision of this Indenture, Guarantee, the Notes, the Notes Security Documents and the Intercreditor Agreements as provided to the Trustee in an Officer’s Certificate; (xi) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, to facilitate the issuance and administration of the Notes; provided, (A) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (B) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (xii) to provide for the issuance of Additional Notes in accordance with the terms of this Indenture; (xiii) to make, complete or confirm any grant of Collateral when permitted or required by this Indenture, any of the Notes Security Documents or the Intercreditor Agreements or any release of Collateral pursuant to the terms of this Indenture, any of the Notes Security Documents or the Intercreditor Agreements; (xiv) to secure additional extensions of credit and add additional secured creditors holding other First Lien Obligations so long as such First Lien Obligations are not prohibited by the provisions of this Indenture or any other then-existing First Lien Debt Documents; (xv) to add additional assets as Collateral; or (xvi) to add provisions to this Indenture and a new form of Note to permit the issuance by the Issuer or a Subsidiary thereof of escrow notes under this Indenture, which may have different terms than other Notes issued under this Indenture so long as the proceeds of such notes remain in escrow (including, but not limited to, separate collateral, different or no guarantees and special mandatory redemption provisions). (b) . The Holders will be deemed to have consented for purposes of this Indenture, the Notes Security Documents and the Equal Priority Intercreditor Agreement (and, if applicable, a Junior Lien Intercreditor Agreement) to any of the following amendments and other modifications to this Indenture, the Notes Security Documents or the Equal Priority Intercreditor Agreement (or, if applicable, a Junior Lien Intercreditor Agreement) and the entry into a Junior Lien Intercreditor Agreement: (i) to effect any amendment or supplement to the Equal Priority Intercreditor Agreement or any other Intercreditor Agreement that is for the purpose of adding the holders of First Lien Obligations or Indebtedness secured on a junior basis to the Notes or any other Indebtedness that is permitted under Section 4.09 and is Secured Indebtedness (or a representative with respect thereto) as parties thereto, as expressly contemplated by the terms of such Intercreditor Agreement, as applicable (it being understood that any such amendment, modification or supplement may make such other changes to the Equal Priority Intercreditor Agreement or any other applicable Intercreditor Agreement as, in the good faith determination of the Bank Collateral Agent, are required to effectuate the foregoing and provided that such other changes are not adverse, in any material respect, to the interests of the Holders); (ii) to enter into any Junior Lien Intercreditor Agreement or any Equal Priority Intercreditor Agreement or to any restatement or replacement thereof or to effect the Equal Priority Intercreditor Amendments or other Intercreditor Amendments; or (iii) that is expressly contemplated by any Intercreditor Agreement or this Indenture. (c) The Notes Collateral Agent Trustee is hereby authorized and directed to enter into the Equal Priority Intercreditor Agreement and any other Intercreditor Agreement to the extent contemplated by the terms of this Indenture without the consent of any Holder, and by accepting a Note, each Holder will be deemed to have acknowledged that such Intercreditor Agreement is binding upon them. By accepting a Note, each Holder will be deemed to have (a) agreed that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreements, (b) authorized and instructed the Notes Collateral Agent to enter into the Equal Priority Intercreditor Agreement and to subject the Liens on the Collateral to the provisions thereof and (c) without any further consent of such Holder, authorized and instructed the Notes Collateral Agent to execute and deliver on behalf of itself, the Trustee and the Holders the Equal Priority Intercreditor Agreement, any other intercreditor agreement or any amendment (or amendment and restatement) to the Notes Security Documents or an Intercreditor Agreement contemplated by this Indenture. In connection with any such amendment of the Equal Priority Intercreditor Agreement or any other Intercreditor Agreements, the Issuer shall provide an Officer’s Certificate to the Notes Collateral Agent stating that such amendment complies with and/or is permitted by this Indenture, on which the Notes Collateral Agent shall be entitled to conclusively rely without any investigation. In addition, by accepting a Note, each Holder will be deemed to have authorized and directed the Notes Collateral Agent to enter into (i) any amendments to the Equal Priority Intercreditor Agreement and any other Intercreditor Agreements, and (ii) any other intercreditor arrangements, in the case of clauses (i), and (ii) to the extent required to give effect to the establishment of intercreditor rights and privileges as contemplated and required or permitted by the Indenture (the “Other Intercreditor Amendments”). (d) Upon the request of the Issuer accompanied by a resolution of the Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof (to the extent requested by the Trustee), the Trustee shall join with the Issuer and the Guarantors Issuers in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that which may be therein contained, but the Trustee shall have the right, but not be obligated to, to enter into any such amended or supplemental indenture that which adversely affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, neither an Opinion of Counsel nor an Officer’s Certificate shall be required in connection with the addition of a Guarantor under this Indenture upon execution and delivery by such Guarantor and the Trustee of a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, provided that the execution thereof shall be deemed a representation by such Guarantor(s) that all conditions precedent and covenants, if any, relating to the execution of such supplemental indenture have been satisfied, provided that the execution thereof shall be deemed a representation by such Guarantor(s) that all conditions precedent and covenants, if any, relating to the execution of such supplemental indenture have been satisfied and the supplemental indenture is enforceable in accordance with its terms subject to (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and similar laws affecting the rights and remedies of creditors generally and (ii) general principles of equity.

Without Consent of Holders. (a) Notwithstanding Section 9.02 hereof, the Issuer, any Guarantor (with respect to a Guarantee or this Indenture to which it is a party) and the Trustee may amend or supplement this Indenture, Indenture and any Guarantee, the Notes, the Guarantee or Notes Security Document or the Intercreditor Agreements (including in each case, if applicable, the form of agreements attached thereto as exhibits) without the consent of any Holder: (ia) to cure any ambiguity, omission, mistake, defect or inconsistencyinconsistency or reduce the minimum denomination of the Notes; (iib) to provide for uncertificated Notes in addition to or in place of certificated Notes; (iiic) to comply with Section 5.01 hereof; (ivd) to provide for the assumption of the Issuer’s or any Guarantor’s obligations to the Holders; (ve) to make any change that would provide any additional rights or benefits to the Holders or that does not materially adversely affect (as determined in good faith by the Issuer) the legal rights under this Indenture of any such Holder; (vif) to add covenants for the benefit of the Holders or to surrender any right or power conferred upon the Issuer or any Guarantor; (viig) to provide for the issuance of Additional Notes in accordance with the terms of this Indenture; (h) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act, if applicable (it being agreed that this Indenture need not qualify under the Trust Indenture Act); (viiii) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee hereunder pursuant to the requirements hereof; (ixj) to provide for the issuance of exchange notes or private exchange notes, which are identical to exchange notes except that they are not freely transferable; (k) to add a Guarantor or co-obligor under this Indenture Indenture, to add security to or for the benefit of the Notes, or to release, or confirm or evidence the release of, a Guarantor or Lien in accordance with the terms of this Indenture; (xl) to conform the text of this Indenture, Guarantees, the Notes, Guarantees or the Notes Security Documents and the Intercreditor Agreements to any provision of the “Description of the Notes” section of the Offering Memorandum to the extent that such provision in such “Description of Notes” section was intended to be a verbatim recitation of a provision of this Indenture, Guarantee, the Notes, the Notes Security Documents and the Intercreditor Agreements as provided to the Trustee in an Officer’s Certificate;Memorandum; or (xim) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation, to facilitate the issuance and administration of the Notes; provided, that (Aa) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (Bb) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (xii) to provide for the issuance of Additional Notes in accordance with the terms of this Indenture; (xiii) to make, complete or confirm any grant of Collateral permitted or required by this Indenture, any of the Notes Security Documents or the Intercreditor Agreements or any release of Collateral pursuant to the terms of this Indenture, any of the Notes Security Documents or the Intercreditor Agreements; (xiv) to secure additional extensions of credit and add additional secured creditors holding other First Lien Obligations so long as such First Lien Obligations are not prohibited by the provisions of this Indenture or any other then-existing First Lien Debt Documents; (xv) to add additional assets as Collateral; or (xvi) to add provisions to this Indenture and a new form of Note to permit the issuance by the Issuer or a Subsidiary thereof of escrow notes under this Indenture, which may have different terms than other Notes issued under this Indenture so long as the proceeds of such notes remain in escrow (including, but not limited to, separate collateral, different or no guarantees and special mandatory redemption provisions). (b) The Holders will be deemed to have consented for purposes of this Indenture, the Notes Security Documents and the Equal Priority Intercreditor Agreement (and, if applicable, a Junior Lien Intercreditor Agreement) to any of the following amendments and other modifications to this Indenture, the Notes Security Documents or the Equal Priority Intercreditor Agreement (or, if applicable, a Junior Lien Intercreditor Agreement) and the entry into a Junior Lien Intercreditor Agreement: (i) to effect any amendment or supplement to the Equal Priority Intercreditor Agreement or any other Intercreditor Agreement that is for the purpose of adding the holders of First Lien Obligations or Indebtedness secured on a junior basis to the Notes or any other Indebtedness that is permitted under Section 4.09 and is Secured Indebtedness (or a representative with respect thereto) as parties thereto, as expressly contemplated by the terms of such Intercreditor Agreement, as applicable (it being understood that any such amendment, modification or supplement may make such other changes to the Equal Priority Intercreditor Agreement or any other applicable Intercreditor Agreement as, in the good faith determination of the Bank Collateral Agent, are required to effectuate the foregoing and provided that such other changes are not adverse, in any material respect, to the interests of the Holders); (ii) to enter into any Junior Lien Intercreditor Agreement or any Equal Priority Intercreditor Agreement or to any restatement or replacement thereof or to effect the Equal Priority Intercreditor Amendments or other Intercreditor Amendments; or (iii) that is expressly contemplated by any Intercreditor Agreement or this Indenture. (c) The Notes Collateral Agent is hereby authorized and directed to enter into the Equal Priority Intercreditor Agreement and any other Intercreditor Agreement to the extent contemplated by the terms of this Indenture without the consent of any Holder, and by accepting a Note, each Holder will be deemed to have acknowledged that such Intercreditor Agreement is binding upon them. By accepting a Note, each Holder will be deemed to have (a) agreed that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreements, (b) authorized and instructed the Notes Collateral Agent to enter into the Equal Priority Intercreditor Agreement and to subject the Liens on the Collateral to the provisions thereof and (c) without any further consent of such Holder, authorized and instructed the Notes Collateral Agent to execute and deliver on behalf of itself, the Trustee and the Holders the Equal Priority Intercreditor Agreement, any other intercreditor agreement or any amendment (or amendment and restatement) to the Notes Security Documents or an Intercreditor Agreement contemplated by this Indenture. In connection with any such amendment of the Equal Priority Intercreditor Agreement or any other Intercreditor Agreements, the Issuer shall provide an Officer’s Certificate to the Notes Collateral Agent stating that such amendment complies with and/or is permitted by this Indenture, on which the Notes Collateral Agent shall be entitled to conclusively rely without any investigation. In addition, by accepting a Note, each Holder will be deemed to have authorized and directed the Notes Collateral Agent to enter into (i) any amendments to the Equal Priority Intercreditor Agreement and any other Intercreditor Agreements, and (ii) any other intercreditor arrangements, in the case of clauses (i), and (ii) to the extent required to give effect to the establishment of intercreditor rights and privileges as contemplated and required or permitted by the Indenture (the “Other Intercreditor Amendments”). (d) Upon the request of the Issuer accompanied by a resolution of the Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof (to the extent requested by the TrusteeTrustee and subject to the last sentence of Section 9.06), the Trustee shall join with the Issuer and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall have the right, but not be obligated to, enter into such amended or supplemental indenture or such other Notes or Guarantees that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, neither an Opinion of Counsel nor an Officer’s Certificate Certificate, nor a board resolution, shall be required in connection with the addition of a Guarantor under this Indenture upon execution and delivery by such Guarantor and the Trustee of a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, provided that the execution thereof shall be deemed a representation by such Guarantor(s) that all conditions precedent and covenants, if any, relating to the execution of such supplemental indenture have been satisfied, provided that the execution thereof shall be deemed a representation by such Guarantor(s) that all conditions precedent and covenants, if any, relating to the execution of such supplemental indenture have been satisfied and the supplemental indenture is enforceable in accordance with its terms subject to (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and similar laws affecting the rights and remedies of creditors generally and (ii) general principles of equity.

Without Consent of Holders. (a) Notwithstanding Section 9.02 hereof, the Issuer, any Guarantor (with respect to a Guarantee or this Indenture to which it is a party) and the Trustee may amend or supplement this Indenture, any Guarantee, the Notes, the Notes Security Document or the Intercreditor Agreements (including in each case, if applicable, the form of agreements attached thereto as exhibits) without Without the consent of any Holder, the Issuer, the Trustee and the other parties thereto, as applicable, may amend or supplement any Notes Documents to: (i1) to cure any ambiguity, omission, mistakedefect, defect error or inconsistency; (ii2) to provide for uncertificated the assumption by a successor Person of the obligations of the Issuer under any Notes in addition to or in place of certificated NotesDocument; (iii3) to comply with Section 5.01 hereof; (iv) to provide the assumption of the Issuer’s or any Guarantor’s obligations add to the Holders; (v) to make any change that would provide any additional rights or benefits to the Holders or that does not materially adversely affect (as determined in good faith by the Issuer) the legal rights under this Indenture of any such Holder; (vi) to add covenants for the benefit of the Holders or to surrender any right or power conferred upon the Issuer or any GuarantorRestricted Subsidiary; (vii4) make any change that would provide additional rights or benefits to comply with requirements the Trustee or the Holders or does not adversely affect the rights or benefits to the Trustee or any of the SEC Holders in order any material respect under the Notes Documents, including any changes relating to effect the minimum denominations of the Notes; (5) make such provisions as necessary (as determined in good faith by the Issuer) for the issuance of Additional Notes Incurred in accordance with the terms of this Indenture; (6) add Guarantees with respect to the Notes (including any provisions relating to the release or maintain limitations of such additional Guarantees), to add security to or for the qualification benefit of the Notes, or to effectuate or confirm and evidence the release, termination, discharge or retaking of any Guarantee or Lien or any amendment in respect thereof with respect to the Notes when such release, termination, discharge or retaking or amendment is provided for in this Indenture; (7) conform the text of this Indenture under or the Trust Indenture Act, if applicable (it being agreed Notes to any provision of the section of the Offering Memorandum entitled “Description of Senior Notes” to the extent that such provision in the section of the Offering Memorandum entitled “Description of Senior Notes” was intended to be a verbatim recitation of a provision of this Indenture need not qualify under or the Trust Indenture Act);Notes; or (viii) to 8) evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee hereunder pursuant to the requirements hereof; (ix) to add a Guarantor thereof or co-obligor under this Indenture or to release a Guarantor in accordance with the terms of this Indenture; (x) to conform the text of this Indenture, Guarantees, the Notes, the Notes Security Documents and the Intercreditor Agreements to any provision of the “Description of Notes” section of the Offering Memorandum to the extent that such provision in such “Description of Notes” section was intended to be a verbatim recitation of a provision of this Indenture, Guarantee, the Notes, the Notes Security Documents and the Intercreditor Agreements as provided to the Trustee in an Officer’s Certificate; (xi) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, to facilitate the issuance and administration of the Notes; provided, (A) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (B) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (xii) to provide for the issuance of Additional Notes in accordance with the terms of this Indenture; (xiii) to make, complete or confirm any grant of Collateral permitted or required by this Indenture, any of the Notes Security Documents or the Intercreditor Agreements or any release of Collateral pursuant to the terms of this Indenture, any of the Notes Security Documents or the Intercreditor Agreements; (xiv) to secure additional extensions of credit and add additional secured creditors holding other First Lien Obligations so long as such First Lien Obligations are not prohibited accession by the provisions of this Indenture or Trustee to any other then-existing First Lien Debt Documents; (xv) to add additional assets as Collateral; or (xvi) to add provisions to this Indenture and a new form of Note to permit the issuance by the Issuer or a Subsidiary thereof of escrow notes under this Indenture, which may have different terms than other Notes issued under this Indenture so long as the proceeds of such notes remain in escrow (including, but not limited to, separate collateral, different or no guarantees and special mandatory redemption provisions)Document. (b) The Holders will be deemed to have consented for purposes of this Indenture, the Notes Security Documents and the Equal Priority Intercreditor Agreement (and, if applicable, a Junior Lien Intercreditor Agreement) to any of the following amendments and other modifications to this Indenture, the Notes Security Documents or the Equal Priority Intercreditor Agreement (or, if applicable, a Junior Lien Intercreditor Agreement) and the entry into a Junior Lien Intercreditor Agreement: (i) to effect any amendment or supplement to the Equal Priority Intercreditor Agreement or any other Intercreditor Agreement that is for the purpose of adding the holders of First Lien Obligations or Indebtedness secured on a junior basis to the Notes or any other Indebtedness that is permitted under Section 4.09 and is Secured Indebtedness (or a representative with respect thereto) as parties thereto, as expressly contemplated by the terms of such Intercreditor Agreement, as applicable (it being understood that any such amendment, modification or supplement may make such other changes to the Equal Priority Intercreditor Agreement or any other applicable Intercreditor Agreement as, in the good faith determination of the Bank Collateral Agent, are required to effectuate the foregoing and provided that such other changes are not adverse, in any material respect, to the interests of the Holders); (ii) to enter into any Junior Lien Intercreditor Agreement or any Equal Priority Intercreditor Agreement or to any restatement or replacement thereof or to effect the Equal Priority Intercreditor Amendments or other Intercreditor Amendments; or (iii) that is expressly contemplated by any Intercreditor Agreement or this Indenture. (c) The Notes Collateral Agent is hereby authorized and directed to enter into the Equal Priority Intercreditor Agreement and any other Intercreditor Agreement to the extent contemplated by the terms of this Indenture without the consent of any Holder, and by accepting a Note, each Holder will be deemed to have acknowledged that such Intercreditor Agreement is binding upon them. By accepting a Note, each Holder will be deemed to have (a) agreed that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreements, (b) authorized and instructed the Notes Collateral Agent to enter into the Equal Priority Intercreditor Agreement and to subject the Liens In formulating its decision on the Collateral to the provisions thereof and (c) without any further consent of such Holder, authorized and instructed the Notes Collateral Agent to execute and deliver on behalf of itself, the Trustee and the Holders the Equal Priority Intercreditor Agreement, any other intercreditor agreement or any amendment (or amendment and restatement) to the Notes Security Documents or an Intercreditor Agreement contemplated by this Indenture. In connection with any such amendment of the Equal Priority Intercreditor Agreement or any other Intercreditor Agreements, the Issuer shall provide an Officer’s Certificate to the Notes Collateral Agent stating that such amendment complies with and/or is permitted by this Indenture, on which the Notes Collateral Agent shall be entitled to conclusively rely without any investigation. In addition, by accepting a Note, each Holder will be deemed to have authorized and directed the Notes Collateral Agent to enter into (i) any amendments to the Equal Priority Intercreditor Agreement and any other Intercreditor Agreements, and (ii) any other intercreditor arrangements, in the case of clauses (i), and (ii) to the extent required to give effect to the establishment of intercreditor rights and privileges as contemplated and required or permitted by the Indenture (the “Other Intercreditor Amendments”). (d) Upon the request of the Issuer accompanied by a resolution of the Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents matters described in Section 7.02 hereof (to the extent requested by the Trustee9.01(a), the Trustee shall join with the Issuer be entitled to require and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein containedrely absolutely on such evidence as it deems necessary, but the Trustee shall have the right, but not be obligated to, enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, neither an Opinion of Counsel nor an including Officer’s Certificate shall be required in connection with the addition Certificates and Opinions of a Guarantor under this Indenture upon execution and delivery by such Guarantor and the Trustee of a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, provided that the execution thereof shall be deemed a representation by such Guarantor(s) that all conditions precedent and covenants, if any, relating to the execution of such supplemental indenture have been satisfied, provided that the execution thereof shall be deemed a representation by such Guarantor(s) that all conditions precedent and covenants, if any, relating to the execution of such supplemental indenture have been satisfied and the supplemental indenture is enforceable in accordance with its terms subject to (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and similar laws affecting the rights and remedies of creditors generally and (ii) general principles of equityCounsel.

Without Consent of Holders. (a) Notwithstanding Section 9.02 hereof10.02, the IssuerIssuers, any Guarantor (with respect to a Guarantee or this Indenture to which it is a party) the Guarantors and the Trustee may amend amend, supplement or supplement this Indenture, waive any Guarantee, provision of the Notes, the Notes Security Document or the Intercreditor Agreements (including in each case, if applicable, the form of agreements attached thereto as exhibits) Indenture Documents without the consent of any HolderHolder to: (ia) to cure any ambiguity, omission, mistake, defect or inconsistencyinconsistency or to make a modification of a formal, minor or technical nature or to correct a manifest error; (iib) to provide for uncertificated Notes in addition to or in place of certificated Notes; (iiic) to comply with Section 5.01 hereofArticle 6; (ivd) to provide for the assumption of the Issuer’s Issuers’ or any Guarantor’s obligations to holders of Notes in the Holderscase of a merger or consolidation or sale of all or substantially all of the Issuers’ or such Guarantor’s assets; (ve) add Guarantees with respect to the Notes or to secure the Notes; (f) add to the covenants of the Issuers or any Guarantor for the benefit of the holders of the Notes or surrender any right or power conferred upon the Issuers or any Guarantor; (g) make any change that would provide any additional rights or benefits to the Holders or that does not materially adversely affect (as determined in good faith by the Issuer) the legal rights under this the Indenture Documents of any such Holder; (vih) to add covenants for the benefit of the Holders or to surrender any right or power conferred upon the Issuer or any Guarantor; (vii) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act, if applicable (it being agreed that this Indenture need not qualify under the Trust Indenture Act)TIA; (viiii) to (i) enter into additional or supplemental Collateral Documents or (ii) release Collateral in accordance with the terms of this Indenture and the Collateral Documents; (j) evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee hereunder trustee pursuant to the requirements hereof; (ixk) to add a Guarantor or co-obligor under this Indenture or to release a Guarantor in accordance with the terms of this Indenture; (x) to conform the text of this Indenture, Guarantees, the Notes, the Notes Security Documents and the Intercreditor Agreements to any provision of the “Description of Notes” section of the Offering Memorandum to the extent that such provision in such “Description of Notes” section was intended to be a verbatim recitation of a provision of this Indenture, Guarantee, the Notes, the Notes Security Documents and the Intercreditor Agreements as provided to the Trustee in an Officer’s Certificate; (xi) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, including to facilitate the issuance and administration of the NotesNotes or to comply with the rules of any applicable securities depository; provided, however, that (Ai) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (Bii) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (xiil) to provide for or confirm the issuance of Additional Notes in accordance with the terms of this Indenture;; or (xiiim) to make, complete or confirm any grant of Collateral permitted or required by this Indenture, any of conform the Notes Security Documents or the Intercreditor Agreements or any release of Collateral pursuant to the terms of this Indenture, any of the Notes Security Documents or the Intercreditor Agreements; (xiv) to secure additional extensions of credit and add additional secured creditors holding other First Lien Obligations so long as such First Lien Obligations are not prohibited by the provisions text of this Indenture or any other then-existing First Lien Debt Documents; (xv) Indenture Document to add additional assets as Collateral; or (xvi) any provision of the “Description of the Notes” section in the Offering Memorandum to add provisions the extent that such provision of the “Description of the Notes” was intended to be a verbatim recitation of a provision of this Indenture and a new form of Note to permit the issuance by the Issuer or a Subsidiary thereof of escrow notes under this Indenture, which may have different terms than other Notes issued under this Indenture so long as the proceeds of such notes remain in escrow (including, but not limited to, separate collateral, different or no guarantees and special mandatory redemption provisions). (b) The Holders will be deemed to have consented for purposes of this Indenture, the Notes Security Documents and the Equal Priority Intercreditor Agreement (and, if applicable, a Junior Lien Intercreditor Agreement) to any of the following amendments and other modifications to this Indenture, the Notes Security Documents or the Equal Priority Intercreditor Agreement (or, if applicable, a Junior Lien Intercreditor Agreement) and the entry into a Junior Lien Intercreditor Agreement: (i) to effect any amendment or supplement to the Equal Priority Intercreditor Agreement or any other Intercreditor Agreement that is for the purpose of adding the holders of First Lien Obligations or Indebtedness secured on a junior basis to the Notes or any other Indebtedness that is permitted under Section 4.09 and is Secured Indebtedness (or a representative with respect thereto) as parties theretoIndenture Document, as expressly contemplated evidenced by an Officers’ Certificate of the terms of such Intercreditor AgreementCompany. After an amendment, as applicable (it being understood that any supplement or waiver under this Section 10.01 becomes effective, the Issuers shall mail to Holders a notice briefly describing such amendment, modification supplement or supplement may make waiver. However, the failure to give such other changes notice to the Equal Priority Intercreditor Agreement all Holders, or any other applicable Intercreditor Agreement asdefect therein, in shall not impair or affect the good faith determination validity of the Bank Collateral Agentamendment, are required to effectuate the foregoing and provided that such other changes are not adverse, in any material respect, to the interests of the Holders); (ii) to enter into any Junior Lien Intercreditor Agreement supplement or any Equal Priority Intercreditor Agreement or to any restatement or replacement thereof or to effect the Equal Priority Intercreditor Amendments or other Intercreditor Amendments; or (iii) that is expressly contemplated by any Intercreditor Agreement or this Indenturewaiver. (c) The Notes Collateral Agent is hereby authorized and directed to enter into the Equal Priority Intercreditor Agreement and any other Intercreditor Agreement to the extent contemplated by the terms of this Indenture without the consent of any Holder, and by accepting a Note, each Holder will be deemed to have acknowledged that such Intercreditor Agreement is binding upon them. By accepting a Note, each Holder will be deemed to have (a) agreed that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreements, (b) authorized and instructed the Notes Collateral Agent to enter into the Equal Priority Intercreditor Agreement and to subject the Liens on the Collateral to the provisions thereof and (c) without any further consent of such Holder, authorized and instructed the Notes Collateral Agent to execute and deliver on behalf of itself, the Trustee and the Holders the Equal Priority Intercreditor Agreement, any other intercreditor agreement or any amendment (or amendment and restatement) to the Notes Security Documents or an Intercreditor Agreement contemplated by this Indenture. In connection with any such amendment of the Equal Priority Intercreditor Agreement or any other Intercreditor Agreements, the Issuer shall provide an Officer’s Certificate to the Notes Collateral Agent stating that such amendment complies with and/or is permitted by this Indenture, on which the Notes Collateral Agent shall be entitled to conclusively rely without any investigation. In addition, by accepting a Note, each Holder will be deemed to have authorized and directed the Notes Collateral Agent to enter into (i) any amendments to the Equal Priority Intercreditor Agreement and any other Intercreditor Agreements, and (ii) any other intercreditor arrangements, in the case of clauses (i), and (ii) to the extent required to give effect to the establishment of intercreditor rights and privileges as contemplated and required or permitted by the Indenture (the “Other Intercreditor Amendments”). (d) Upon the request of the Issuer accompanied by a resolution of the Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof (to the extent requested by the Trustee), the Trustee shall join with the Issuer and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall have the right, but not be obligated to, enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, neither an Opinion of Counsel nor an Officer’s Certificate shall be required in connection with the addition of a Guarantor under this Indenture upon execution and delivery by such Guarantor and the Trustee of a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, provided that the execution thereof shall be deemed a representation by such Guarantor(s) that all conditions precedent and covenants, if any, relating to the execution of such supplemental indenture have been satisfied, provided that the execution thereof shall be deemed a representation by such Guarantor(s) that all conditions precedent and covenants, if any, relating to the execution of such supplemental indenture have been satisfied and the supplemental indenture is enforceable in accordance with its terms subject to (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and similar laws affecting the rights and remedies of creditors generally and (ii) general principles of equity.

Without Consent of Holders. (a) Notwithstanding Section 9.02 hereofThe Parent, the Issuer, any Guarantor (with respect to a Guarantee or this Indenture to which it is a party) Issuer and the Trustee Trustee, together, may amend or supplement this Indenture, any Guarantee, the Notes, the Notes Security Document or the Intercreditor Agreements (including in each case, if applicable, the form of agreements attached thereto as exhibits) Guaranty without the notice to or consent of any Holder: (i1) to cure any ambiguity, omission, mistake, defect or inconsistency; (ii2) to provide for uncertificated the assumption by a successor corporation of the obligations of the Parent or the Issuer under this Indenture; (3) to provide for Global Notes in addition to or in place of certificated Physical Notes; (iii4) to comply add guarantees with Section 5.01 hereofrespect to the Notes; (iv5) to provide secure the assumption of Notes or the Issuer’s or any Guarantor’s obligations to the HoldersGuaranty; (v) to make any change that would provide any additional rights or benefits to the Holders or that does not materially adversely affect (as determined in good faith by the Issuer) the legal rights under this Indenture of any such Holder; (vi6) to add to the covenants of the Parent or the Issuer for the benefit of the Holders or to surrender any right or power conferred upon the Issuer Parent or any Guarantorthe Issuer; (vii7) to add any additional Events of Default for all or any of the Notes; (8) to make any change that does not adversely affect the rights of any Holder in any material respect; (9) to comply with requirements any requirement of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act, if applicable (it being agreed that this Indenture need not qualify under the Trust Indenture Act); (viii) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee hereunder pursuant to the requirements hereof; (ix) to add a Guarantor or co-obligor under this Indenture or to release a Guarantor in accordance with the terms of this Indenture; (x) to conform the text of this Indenture, Guarantees, the Notes, the Notes Security Documents and the Intercreditor Agreements to any provision of the “Description of Notes” section of the Offering Memorandum to the extent that such provision in such “Description of Notes” section was intended to be a verbatim recitation of a provision of this Indenture, Guarantee, the Notes, the Notes Security Documents and the Intercreditor Agreements as provided to the Trustee in an Officer’s Certificate; (xi10) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, to facilitate the issuance and administration of the Notes; provided, however, that (Aa) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any other applicable securities law and (Bb) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (xii11) to conform the text of this Indenture or the Guaranty or the Notes to any provision of the “Description of Notes” section of the Prospectus Supplement to the extent that such provision in the “Description of Notes” section of the Prospectus Supplement was intended to be a substantially verbatim recitation of a provision of this Indenture or the Guaranty or the Notes, as conclusively evidenced by an Officer’s Certificate delivered to the Trustee; (12) to evidence and provide for the acceptance of appointment by a successor trustee, provided that the successor trustee is otherwise qualified and eligible to act as such under the terms of this Indenture; (13) to provide for a reduction in the minimum denominations of the Notes; (14) to comply with the rules of any applicable securities depositary; or (15) to provide for the issuance of Additional Notes and related guarantees in accordance with the terms of this Indenture; (xiii) to make, complete or confirm any grant of Collateral permitted or required by this Indenture, any of the Notes Security Documents or the Intercreditor Agreements or any release of Collateral pursuant to the terms of this Indenture, any of the Notes Security Documents or the Intercreditor Agreements; (xiv) to secure additional extensions of credit and add additional secured creditors holding other First Lien Obligations so long as such First Lien Obligations are not prohibited by the provisions of this Indenture or any other then-existing First Lien Debt Documents; (xv) to add additional assets as Collateral; or (xvi) to add provisions to this Indenture and a new form of Note to permit the issuance by the Issuer or a Subsidiary thereof of escrow notes under this Indenture, which may have different terms than other Notes issued under this Indenture so long as the proceeds of such notes remain limitations set forth in escrow (including, but not limited to, separate collateral, different or no guarantees and special mandatory redemption provisions). (b) The Holders will be deemed to have consented for purposes of this Indenture, the Notes Security Documents and the Equal Priority Intercreditor Agreement (and, if applicable, a Junior Lien Intercreditor Agreement) to any of the following amendments and other modifications to this Indenture, the Notes Security Documents or the Equal Priority Intercreditor Agreement (or, if applicable, a Junior Lien Intercreditor Agreement) and the entry into a Junior Lien Intercreditor Agreement: (i) to effect any amendment or supplement to the Equal Priority Intercreditor Agreement or any other Intercreditor Agreement that is for the purpose of adding the holders of First Lien Obligations or Indebtedness secured on a junior basis to the Notes or any other Indebtedness that is permitted under Section 4.09 and is Secured Indebtedness (or a representative with respect thereto) as parties thereto, as expressly contemplated by the terms of such Intercreditor Agreement, as applicable (it being understood that any such amendment, modification or supplement may make such other changes to the Equal Priority Intercreditor Agreement or any other applicable Intercreditor Agreement as, in the good faith determination of the Bank Collateral Agent, are required to effectuate the foregoing and provided that such other changes are not adverse, in any material respect, to the interests of the Holders); (ii) to enter into any Junior Lien Intercreditor Agreement or any Equal Priority Intercreditor Agreement or to any restatement or replacement thereof or to effect the Equal Priority Intercreditor Amendments or other Intercreditor Amendments; or (iii) that is expressly contemplated by any Intercreditor Agreement or this Indenture. (c) The Notes Collateral Agent is hereby authorized and directed to enter into the Equal Priority Intercreditor Agreement and any other Intercreditor Agreement to the extent contemplated by the terms of this Indenture without the consent of any Holder, and by accepting a Note, each Holder will be deemed to have acknowledged that such Intercreditor Agreement is binding upon them. By accepting a Note, each Holder will be deemed to have (a) agreed that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreements, (b) authorized and instructed the Notes Collateral Agent to enter into the Equal Priority Intercreditor Agreement and to subject the Liens on the Collateral to the provisions thereof and (c) without any further consent of such Holder, authorized and instructed the Notes Collateral Agent to execute and deliver on behalf of itself, the Trustee and the Holders the Equal Priority Intercreditor Agreement, any other intercreditor agreement or any amendment (or amendment and restatement) to the Notes Security Documents or an Intercreditor Agreement contemplated by this Indenture. In connection with any such amendment of the Equal Priority Intercreditor Agreement or any other Intercreditor Agreements, the Issuer shall provide an Officer’s Certificate to the Notes Collateral Agent stating that such amendment complies with and/or is permitted by this Indenture, on which the Notes Collateral Agent shall be entitled to conclusively rely without any investigation. In addition, by accepting a Note, each Holder will be deemed to have authorized and directed the Notes Collateral Agent to enter into (i) any amendments to the Equal Priority Intercreditor Agreement and any other Intercreditor Agreements, and (ii) any other intercreditor arrangements, in the case of clauses (i), and (ii) to the extent required to give effect to the establishment of intercreditor rights and privileges as contemplated and required or permitted by the Indenture (the “Other Intercreditor Amendments”). (d) Upon the request of the Issuer accompanied by a resolution of the Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof (to the extent requested by the Trustee), the Trustee shall join with the Issuer and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall have the right, but not be obligated to, enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, neither an Opinion of Counsel nor an Officer’s Certificate shall be required in connection with the addition of a Guarantor under this Indenture upon execution and delivery by such Guarantor and the Trustee of a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, provided that the execution thereof shall be deemed a representation by such Guarantor(s) that all conditions precedent and covenants, if any, relating to the execution of such supplemental indenture have been satisfied, provided that the execution thereof shall be deemed a representation by such Guarantor(s) that all conditions precedent and covenants, if any, relating to the execution of such supplemental indenture have been satisfied and the supplemental indenture is enforceable in accordance with its terms subject to (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and similar laws affecting the rights and remedies of creditors generally and (ii) general principles of equity.

Without Consent of Holders. (a) Notwithstanding Section 9.02 hereof, the Issuer, any Guarantor (with respect to a Guarantee or this Indenture to which it is a party) and the Trustee may amend or supplement this Indenture, any Guarantee, the Notes, the Notes Security Document or the Intercreditor Agreements (including in each case, if applicable, the form of agreements attached thereto as exhibits) without Without the consent of any HolderHolders, the Company and any affected Guarantor, each when authorized by or pursuant to a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, for any of the following purposes: (ia) to cure evidence the succession of another Person to the Company or any ambiguity, omission, mistake, defect Guarantor and the assumption by any such successor of the covenants of the Company contained herein and in the Securities or inconsistency;to add any Guarantors of the Securities; or (ii) to provide for uncertificated Notes in addition to or in place of certificated Notes; (iii) to comply with Section 5.01 hereof; (iv) to provide the assumption of the Issuer’s or any Guarantor’s obligations to the Holders; (v) to make any change that would provide any additional rights or benefits to the Holders or that does not materially adversely affect (as determined in good faith by the Issuer) the legal rights under this Indenture of any such Holder; (vib) to add to the covenants of the Company for the benefit of the Holders or to surrender any right or power herein conferred upon the Issuer Company; or (c) to add any additional Events of Default; or (d) to provide for uncertificated Securities in addition to or in place of the certificated Securities; or (e) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee pursuant to the requirements of Section 6.09; or (f) to secure the Securities or any Guarantor;Guarantee; or (viig) to cure any ambiguity, to correct or supplement any provision in this Indenture which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture, provided that such action shall not adversely affect the interests of the Holders; or (h) to comply with requirements any requirement of the SEC Commission or any Canadian regulatory authority in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act, if applicable (it being agreed that this Indenture need not qualify under the Trust Indenture Act); (viii) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee hereunder pursuant to the requirements hereof; (ix) to add a Guarantor or co-obligor under this Indenture or to release a Guarantor in accordance with the terms of this Indenture; (x) to conform the text of this Indenture, Guarantees, the Notes, the Notes Security Documents and the Intercreditor Agreements to any provision of the “Description of Notes” section of the Offering Memorandum to the extent that such provision in such “Description of Notes” section was intended to be a verbatim recitation of a provision of this Indenture, Guarantee, the Notes, the Notes Security Documents and the Intercreditor Agreements as provided to the Trustee in an Officer’s Certificate; (xi) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, to facilitate the issuance and administration of the Notes; provided, (A) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (B) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (xii) to provide for the issuance of Additional Notes in accordance with the terms of this Indenture; (xiii) to make, complete or confirm any grant of Collateral permitted or required by this Indenture, any of the Notes Security Documents or the Intercreditor Agreements or any release of Collateral pursuant to the terms of this Indenture, any of the Notes Security Documents or the Intercreditor Agreements; (xiv) to secure additional extensions of credit and add additional secured creditors holding other First Lien Obligations so long as such First Lien Obligations are not prohibited by the provisions of this Indenture or any other then-existing First Lien Debt Documents; (xv) to add additional assets as Collateral; or (xvi) to add provisions to this Indenture and a new form of Note to permit the issuance by the Issuer or a Subsidiary thereof of escrow notes under this Indenture, which may have different terms than other Notes issued under this Indenture so long as the proceeds of such notes remain in escrow (including, but not limited to, separate collateral, different or no guarantees and special mandatory redemption provisions). (b) The Holders will be deemed to have consented for purposes of this Indenture, the Notes Security Documents and the Equal Priority Intercreditor Agreement (and, if applicable, a Junior Lien Intercreditor Agreement) to any of the following amendments and other modifications to this Indenture, the Notes Security Documents or the Equal Priority Intercreditor Agreement (or, if applicable, a Junior Lien Intercreditor Agreement) and the entry into a Junior Lien Intercreditor Agreement: (i) to effect any amendment or supplement to the Equal Priority Intercreditor Agreement or any other Intercreditor Agreement that is for the purpose of adding the holders of First Lien Obligations or Indebtedness secured on a junior basis to the Notes or any other Indebtedness that is permitted under Section 4.09 and is Secured Indebtedness (or a representative with respect thereto) as parties thereto, as expressly contemplated by the terms of such Intercreditor Agreement, as applicable (it being understood that any such amendment, modification or supplement may make such other changes to the Equal Priority Intercreditor Agreement or any other applicable Intercreditor Agreement as, in the good faith determination of the Bank Collateral Agent, are required to effectuate the foregoing and provided that such other changes are not adverse, in any material respect, to the interests of the Holders); (ii) to enter into any Junior Lien Intercreditor Agreement or any Equal Priority Intercreditor Agreement or to any restatement or replacement thereof or to effect the Equal Priority Intercreditor Amendments or other Intercreditor Amendments; or (iii) that is expressly contemplated by any Intercreditor Agreement or this Indenture. (c) The Notes Collateral Agent is hereby authorized and directed to enter into the Equal Priority Intercreditor Agreement and any other Intercreditor Agreement to the extent contemplated by the terms of this Indenture without the consent of any Holder, and by accepting a Note, each Holder will be deemed to have acknowledged that such Intercreditor Agreement is binding upon themCanadian regulation. By accepting a Note, each Holder will be deemed to have (a) agreed that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreements, (b) authorized and instructed the Notes Collateral Agent to enter into the Equal Priority Intercreditor Agreement and to subject the Liens on the Collateral to the provisions thereof and (c) without any further consent of such Holder, authorized and instructed the Notes Collateral Agent to execute and deliver on behalf of itself, the Trustee and the Holders the Equal Priority Intercreditor Agreement, any other intercreditor agreement or any amendment (or amendment and restatement) to the Notes Security Documents or an Intercreditor Agreement contemplated by this Indenture. In connection with any such amendment of the Equal Priority Intercreditor Agreement or any other Intercreditor Agreements, the Issuer shall provide an Officer’s Certificate to the Notes Collateral Agent stating that such amendment complies with and/or is permitted by this Indenture, on which the Notes Collateral Agent shall be entitled to conclusively rely without any investigation. In addition, by accepting a Note, each Holder will be deemed to have authorized and directed the Notes Collateral Agent to enter into (i) any amendments to the Equal Priority Intercreditor Agreement and any other Intercreditor Agreements, and (ii) any other intercreditor arrangements, in the case of clauses (i), and (ii) to the extent required to give effect to the establishment of intercreditor rights and privileges as contemplated and required or permitted by the Indenture (the “Other Intercreditor Amendments”). (d) Upon the request of the Issuer Company accompanied by a resolution of the Board of Directors Resolution authorizing the execution of any such amended or supplemental indentureIndenture, Security or Guarantee, and upon receipt by the Trustee of the documents described in Section 7.02 hereof (to the extent requested by the Trustee)6.02 hereof, the Trustee shall join with the Issuer and the Guarantors Company in the execution of any amended or supplemental indenture Indenture or Guarantee authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall have the right, but not be obligated to, to enter into such amended or supplemental indenture Indenture or Guarantee that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, neither an Opinion of Counsel nor an Officer’s Certificate shall be required in connection with the addition of a Guarantor under this Indenture upon execution and delivery by such Guarantor and the Trustee of a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, provided that the execution thereof shall be deemed a representation by such Guarantor(s) that all conditions precedent and covenants, if any, relating to the execution of such supplemental indenture have been satisfied, provided that the execution thereof shall be deemed a representation by such Guarantor(s) that all conditions precedent and covenants, if any, relating to the execution of such supplemental indenture have been satisfied and the supplemental indenture is enforceable in accordance with its terms subject to (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and similar laws affecting the rights and remedies of creditors generally and (ii) general principles of equity.

Without Consent of Holders. (a) Notwithstanding Section 9.02 hereof9.02, without the consent of any Holder, the Issuer, any Guarantor the Guarantors (with respect to a Guarantee or this Indenture to which it is a party) and the Trustee and the Collateral Agent may amend or supplement this Indenture, any Guarantee, the NotesSecurity Documents, the Notes Security Document or and the Intercreditor Agreements (including in each case, if applicable, the form of agreements attached thereto as exhibits) without the consent of any HolderGuarantees to: (i1) to cure any ambiguity, omission, mistake, defect or inconsistency;evidence the succession of another corporation to the Issuer and the assumption by such successor of the covenants of the Issuer in compliance with the requirements set forth in this Indenture; or (ii) to provide for uncertificated Notes in addition to or in place of certificated Notes; (iii) to comply with Section 5.01 hereof; (iv) to provide the assumption of the Issuer’s or any Guarantor’s obligations to the Holders; (v) to make any change that would provide any additional rights or benefits to the Holders or that does not materially adversely affect (as determined in good faith by the Issuer) the legal rights under this Indenture of any such Holder; (vi2) to add to the covenants for the benefit of the Holders or to surrender any right or power herein conferred upon the Issuer or any Guarantor;Issuer; or (vii3) to comply with requirements add any additional Events of Default; or (4) to change or eliminate any of the SEC in order provisions of this Indenture; provided that any such change or elimination shall become effective only when there are no outstanding Notes of any series created prior to effect or maintain the qualification execution of such supplemental indenture that is entitled to the benefit of such provision and as to which such supplemental indenture would apply; or (5) to add a Guarantor to the Notes; or (6) to supplement any of the provisions of this Indenture under to such extent necessary to permit or facilitate the Trust Indenture Act, if applicable (it being agreed defeasance and discharge of the Notes; provided that this Indenture need any such action does not qualify under adversely affect the Trust Indenture Act);interests of the Holders of the Notes in any material respect; or (viii7) to evidence and provide for the acceptance and of appointment under this Indenture of hereunder by a successor Trustee hereunder pursuant or Collateral Agent and to add to or change any of the requirements hereof;provisions of this Indenture necessary or required to provide for or facilitate the administration of the trusts by more than one Trustee or for the Trustee to act as Collateral Agent; or (ix) 8) to add a Guarantor cure any ambiguity, to correct or co-obligor under supplement any provision of this Indenture which may be defective or to release a Guarantor in accordance inconsistent with the terms of this Indenture;any other provision; or (x9) to conform the text of this Indenture, Guarantees, the Notes, the Notes Guarantees or the Security Documents and the Intercreditor Agreements to any provision of the “Description of Notesthe notes” section of the Offering Memorandum to the extent that such provision in such “Description of Notesthe notes” section was intended to be a verbatim recitation of a provision of this Indenture, Guarantee, the Notes, the Notes Guarantees or the Security Documents and Documents; provided that, in each instance, the Intercreditor Agreements as provided Issuer delivers to the Trustee in an Officer’s Certificate;Officers’ Certificate to such effect; or (xi10) to make change any amendment place or places where the principal of and premium, if any, and interest, if any, on the Notes shall be payable, the Notes may be surrendered for registration or transfer, the Notes may be surrendered for exchange, and notices and demands to or upon the provisions Issuer may be served; or (11) to mortgage, pledge, hypothecate or grant any other Lien in favor of this Indenture relating to the transfer Collateral Agent for the benefit of the Trustee and legending of Notes as permitted by this Indenture, including, to facilitate the issuance and administration Holders of the Notes; provided, (A) compliance with this Indenture as so amended would not result in Notes being transferred in violation additional security for the payment and performance of all or any portion of the Securities Act Obligations, in any property or assets, including any applicable securities law and (B) such amendment does not materially and adversely affect which are required to be mortgaged, pledged or hypothecated, or in which a Lien is required to be granted in favor of the rights of Holders to transfer Notes; (xii) to provide Collateral Agent for the issuance benefit of Additional the Trustee and the Holders of the Notes in accordance with the terms of this Indenture; (xiii) pursuant to make, complete or confirm any grant of Collateral permitted or required by this Indenture, any of the Notes Security Documents or the Intercreditor Agreements or any release of Collateral pursuant to the terms of this Indenture, any of the Notes Security Documents or the Intercreditor Agreements; (xiv) to secure additional extensions of credit and add additional secured creditors holding other First Lien Obligations so long as such First Lien Obligations are not prohibited by the provisions of this Indenture or any other then-existing First Lien Debt Documents; (xv) to add additional assets as Collateralotherwise; or (xvi12) to release Collateral from the Lien of this Indenture and the Security Documents when permitted or required by the Security Documents or this Indenture; or (13) to add provisions Additional First Lien Secured Parties to this Indenture and a new form of Note to permit the issuance by the Issuer or a Subsidiary thereof of escrow notes under this Indenture, which may have different terms than other Notes issued under this Indenture so long as the proceeds of any Security Documents in accordance with such notes remain in escrow (including, but not limited to, separate collateral, different or no guarantees and special mandatory redemption provisions)Security Documents. (b) The Holders will be deemed to have consented for purposes of this Indenture, the Notes Security Documents and the Equal Priority Intercreditor Agreement (and, if applicable, a Junior Lien Intercreditor Agreement) to any of the following amendments and other modifications to this Indenture, the Notes Security Documents or the Equal Priority Intercreditor Agreement (or, if applicable, a Junior Lien Intercreditor Agreement) and the entry into a Junior Lien Intercreditor Agreement: (i) to effect any amendment or supplement to the Equal Priority Intercreditor Agreement or any other Intercreditor Agreement that is for the purpose of adding the holders of First Lien Obligations or Indebtedness secured on a junior basis to the Notes or any other Indebtedness that is permitted under Section 4.09 and is Secured Indebtedness (or a representative with respect thereto) as parties thereto, as expressly contemplated by the terms of such Intercreditor Agreement, as applicable (it being understood that any such amendment, modification or supplement may make such other changes to the Equal Priority Intercreditor Agreement or any other applicable Intercreditor Agreement as, in the good faith determination of the Bank Collateral Agent, are required to effectuate the foregoing and provided that such other changes are not adverse, in any material respect, to the interests of the Holders); (ii) to enter into any Junior Lien Intercreditor Agreement or any Equal Priority Intercreditor Agreement or to any restatement or replacement thereof or to effect the Equal Priority Intercreditor Amendments or other Intercreditor Amendments; or (iii) that is expressly contemplated by any Intercreditor Agreement or this Indenture. (c) The Notes Collateral Agent is hereby authorized and directed to enter into the Equal Priority Intercreditor Agreement and any other Intercreditor Agreement to the extent contemplated by the terms of this Indenture without the consent of any Holder, and by accepting a Note, each Holder will be deemed to have acknowledged that such Intercreditor Agreement is binding upon them. By accepting a Note, each Holder will be deemed to have (a) agreed that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreements, (b) authorized and instructed the Notes Collateral Agent to enter into the Equal Priority Intercreditor Agreement and to subject the Liens on the Collateral to the provisions thereof and (c) without any further consent of such Holder, authorized and instructed the Notes Collateral Agent to execute and deliver on behalf of itself, the Trustee and the Holders the Equal Priority Intercreditor Agreement, any other intercreditor agreement or any amendment (or amendment and restatement) to the Notes Security Documents or an Intercreditor Agreement contemplated by this Indenture. In connection with any such amendment of the Equal Priority Intercreditor Agreement or any other Intercreditor Agreements, the Issuer shall provide an Officer’s Certificate to the Notes Collateral Agent stating that such amendment complies with and/or is permitted by this Indenture, on which the Notes Collateral Agent shall be entitled to conclusively rely without any investigation. In addition, by accepting a Note, each Holder will be deemed to have authorized and directed the Notes Collateral Agent to enter into (i) any amendments to the Equal Priority Intercreditor Agreement and any other Intercreditor Agreements, and (ii) any other intercreditor arrangements, in the case of clauses (i), and (ii) to the extent required to give effect to the establishment of intercreditor rights and privileges as contemplated and required or permitted by the Indenture (the “Other Intercreditor Amendments”). (d) Upon the request of the Issuer accompanied by a resolution of the Board of Directors authorizing the execution of any such amended or supplemental indentureIssuer, and upon receipt by the Trustee of the documents described in Section 7.02 hereof (to the extent requested by the Trustee)13.04, the Trustee shall join with the Issuer and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall have the right, but not be obligated to, to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. (c) In connection with the incurrence of any Junior Lien Obligations permitted under the terms of this Indenture, without the consent of any Holder of any series of Notes, the Collateral Agent shall, on behalf of the holders of the First Lien Obligations, enter into a customary intercreditor agreement with the representative of such Junior Lien Obligations. Notwithstanding The Trustee and Collateral Agent shall be entitled to rely upon an Officers’ Certificate certifying that such Junior Lien Obligations, as the foregoingcase may be, neither an were incurred and secured in compliance with this Indenture and the Security Documents, and no Opinion of Counsel nor an Officer’s Certificate shall be required in connection therewith (unless the Trustee is an Applicable Authorized Representative). Each Holder, by its acceptance of any Notes and Guarantees, hereby directs the Collateral Agent and, if the Trustee is the Applicable Authorized Representative or the Issuer or the Collateral Agent otherwise deem it necessary or desirable for the Trustee to be a party to such intercreditor agreement, the Trustee to enter into such an intercreditor agreement with the addition of a Guarantor under this Indenture upon execution and delivery by such Guarantor and the Trustee of a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, provided that the execution thereof shall be deemed a representation by such Guarantor(s) that all conditions precedent and covenants, if any, relating to the execution representative of such supplemental indenture have been satisfied, provided that the execution thereof shall be deemed a representation by such Guarantor(s) that all conditions precedent and covenants, if any, relating to the execution of such supplemental indenture have been satisfied and the supplemental indenture is enforceable in accordance with its terms subject to (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and similar laws affecting the rights and remedies of creditors generally and (ii) general principles of equityJunior Lien Obligations.

Without Consent of Holders. (a) Notwithstanding Section 9.02 hereof, the Issuer, any Guarantor (with respect to a Guarantee or this Indenture to which it is a party) The Issuer and the Trustee may amend amend, waive or supplement this Indenture, any Guarantee, the Notes, Note Guarantees or the Notes Security Document without prior notice to or the Intercreditor Agreements (including in each case, if applicable, the form of agreements attached thereto as exhibits) without the consent of any Holder: (i1) to cure any ambiguity, omission, mistake, defect provide for the assumption of the Issuer’s or inconsistencya Guarantor’s obligations to the Holders in accordance with Section 5.01; (ii2) to provide for uncertificated Notes in addition to or in place of certificated Notes; (iii3) to cure any ambiguity, defect or inconsistency; (4) to add any guarantees with respect to the Notes, including the Note Guarantees; (5) to release any Guarantor from any of its obligations under its Note Guarantee or this Indenture (to the extent permitted by this Indenture); (6) to comply with Section 5.01 hereofany requirement of the SEC in connection with any required qualification of this Indenture under the TIA; (iv7) to provide secure the assumption of the Issuer’s or any Guarantor’s obligations to the HoldersNotes; (v) 8) to make any change that would provide any additional rights or benefits to for the Holders or that does not materially adversely affect (as determined issuance of Additional Notes in good faith by accordance with the Issuer) the legal rights under provisions set forth in this Indenture of any such HolderIndenture; (vi9) to add to the covenants of the Issuer or a Subsidiary for the benefit of the Holders of the Notes or to surrender any right or power conferred upon the Issuer or any Guarantora Subsidiary; (vii) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act, if applicable (it being agreed that this Indenture need not qualify under the Trust Indenture Act); (viii10) to evidence and provide for the acceptance of appointment by a successor trustee with respect to the Notes and appointment under to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of a successor Trustee hereunder pursuant to the requirements hereoftrusts thereunder by more than one trustee; (ix) to add a Guarantor or co-obligor under this Indenture or to release a Guarantor in accordance with the terms of this Indenture; (x11) to conform the text of this Indenture, Guarantees, the Notes, the Notes Security Documents and or the Intercreditor Agreements Note Guarantees to any provision of the “Description of Notesnotes” section of in the Offering Memorandum to the extent that such provision in such the “Description of Notesnotes” section was intended to be a verbatim recitation of a provision of this Indenture, Guarantee, the Notes, the Notes Security Documents and or the Intercreditor Agreements as provided Note Guarantees, which intent may be evidenced by an officers’ certificate to the Trustee in an Officer’s Certificate;that effect; or (xi12) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, to facilitate the issuance and administration of the Notes; provided, (A) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (B) such amendment change that does not materially and adversely affect the rights of Holders to transfer Notes; (xii) to provide for the issuance of Additional Notes in accordance with the terms of this Indenture; (xiii) to make, complete or confirm any grant of Collateral permitted or required by this Indenture, any of the Notes Security Documents or the Intercreditor Agreements or any release of Collateral pursuant to the terms of this Indenture, any of the Notes Security Documents or the Intercreditor Agreements; (xiv) to secure additional extensions of credit and add additional secured creditors holding other First Lien Obligations so long as such First Lien Obligations are not prohibited by the provisions of this Indenture or any other then-existing First Lien Debt Documents; (xv) to add additional assets as Collateral; or (xvi) to add provisions to this Indenture and a new form of Note to permit the issuance by the Issuer or a Subsidiary thereof of escrow notes under this Indenture, which may have different terms than other Notes issued under this Indenture so long as the proceeds of such notes remain in escrow (including, but not limited to, separate collateral, different or no guarantees and special mandatory redemption provisions). (b) Holder hereunder. The Holders will be deemed to have consented for purposes of this Indenture, the Notes Security Documents and the Equal Priority Intercreditor Agreement (and, if applicable, a Junior Lien Intercreditor Agreement) to any of the following amendments and other modifications to this Indenture, the Notes Security Documents or the Equal Priority Intercreditor Agreement (or, if applicable, a Junior Lien Intercreditor Agreement) and the entry into a Junior Lien Intercreditor Agreement: (i) to effect any amendment or supplement to the Equal Priority Intercreditor Agreement or any other Intercreditor Agreement that is for the purpose of adding the holders of First Lien Obligations or Indebtedness secured on a junior basis to the Notes or any other Indebtedness that is permitted under Section 4.09 and is Secured Indebtedness (or a representative with respect thereto) as parties thereto, as expressly contemplated by the terms of such Intercreditor Agreement, as applicable (it being understood that any such amendment, modification or supplement may make such other changes to the Equal Priority Intercreditor Agreement or any other applicable Intercreditor Agreement as, in the good faith determination of the Bank Collateral Agent, are required to effectuate the foregoing and provided that such other changes are not adverse, in any material respect, to the interests of the Holders); (ii) to enter into any Junior Lien Intercreditor Agreement or any Equal Priority Intercreditor Agreement or to any restatement or replacement thereof or to effect the Equal Priority Intercreditor Amendments or other Intercreditor Amendments; or (iii) that is expressly contemplated by any Intercreditor Agreement or this Indenture. (c) The Notes Collateral Agent Trustee is hereby authorized and directed to enter into the Equal Priority Intercreditor Agreement and any other Intercreditor Agreement to the extent contemplated by the terms of this Indenture without the consent of any Holder, and by accepting a Note, each Holder will be deemed to have acknowledged that such Intercreditor Agreement is binding upon them. By accepting a Note, each Holder will be deemed to have (a) agreed that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreements, (b) authorized and instructed the Notes Collateral Agent to enter into the Equal Priority Intercreditor Agreement and to subject the Liens on the Collateral to the provisions thereof and (c) without any further consent of such Holder, authorized and instructed the Notes Collateral Agent to execute and deliver on behalf of itself, the Trustee and the Holders the Equal Priority Intercreditor Agreement, any other intercreditor agreement or any amendment (or amendment and restatement) to the Notes Security Documents or an Intercreditor Agreement contemplated by this Indenture. In connection with any such amendment of the Equal Priority Intercreditor Agreement or any other Intercreditor Agreements, the Issuer shall provide an Officer’s Certificate to the Notes Collateral Agent stating that such amendment complies with and/or is permitted by this Indenture, on which the Notes Collateral Agent shall be entitled to conclusively rely without any investigation. In addition, by accepting a Note, each Holder will be deemed to have authorized and directed the Notes Collateral Agent to enter into (i) any amendments to the Equal Priority Intercreditor Agreement and any other Intercreditor Agreements, and (ii) any other intercreditor arrangements, in the case of clauses (i), and (ii) to the extent required to give effect to the establishment of intercreditor rights and privileges as contemplated and required or permitted by the Indenture (the “Other Intercreditor Amendments”). (d) Upon the request of the Issuer accompanied by a resolution of the Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof (to the extent requested by the Trustee), the Trustee shall join with the Issuer and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that which may be therein contained, but the Trustee shall have the right, but not be obligated to, to enter into any such amended or supplemental indenture that which adversely affects its own rights, duties or immunities under this Indenture Indenture. For the avoidance of doubt, no amendment to, or otherwise. Notwithstanding deletion of any of the foregoing, neither an Opinion of Counsel nor an Officer’s Certificate shall be required covenants described under Article Three and Article Four or action taken in connection compliance with the addition covenants in effect at the time of a Guarantor under this Indenture upon execution and delivery by such Guarantor and the Trustee of a supplemental indenture to this Indentureaction, the form of which is attached as Exhibit D hereto, provided that the execution thereof shall be deemed a representation by such Guarantor(s) that all conditions precedent and covenantsto impair or affect any legal rights of any holders of the Notes to receive payment of principal of or premium, if any, relating or interest on the Notes or to institute suit for the execution enforcement of any payment on or with respect to such supplemental indenture have been satisfied, provided that the execution thereof shall be deemed a representation by such Guarantor(s) that all conditions precedent and covenants, if any, relating to the execution of such supplemental indenture have been satisfied and the supplemental indenture is enforceable in accordance with its terms subject to (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and similar laws affecting the rights and remedies of creditors generally and (ii) general principles of equityholder’s Notes.

Without Consent of Holders. (a) Notwithstanding Section 9.02 hereof9.02, the IssuerCompany, any Guarantor (with respect to a Guarantee or this Indenture to which it is a partyIndenture) and the Trustee may amend or supplement this Indenture, Indenture and any Guarantee, the Notes, the Guarantee or Notes Security Document or the Intercreditor Agreements (including in each case, if applicable, the form of agreements attached thereto as exhibits) without the consent of any Holder: (ia) to cure any ambiguity, omission, mistake, defect or inconsistency, as set forth in an Officer’s Certificate; (iib) to provide for uncertificated Notes in addition to or in place of certificated Notes; (iiic) to comply with Section 5.01 hereof5.01; (ivd) to provide for the assumption of the IssuerCompany’s or any Guarantor’s obligations to the Holders; (ve) to make any change that would provide any additional rights or benefits to the Holders (including to secure the Notes or the Guarantees) or that does not materially adversely affect (as determined in good faith by the Issuer) the legal rights under this Indenture of any such HolderHolder in any material respect; (vif) to add covenants for the benefit of the Holders or to surrender any right or power conferred upon the Issuer Company or any Guarantor; (viig) to provide for the issuance of Additional Notes in accordance with the terms of this Indenture; (h) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act, if applicable (it being agreed that this Indenture need not qualify under the Trust Indenture Act)applicable; (viiii) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee hereunder or a successor Paying Agent thereunder pursuant to the requirements hereofthereof; (ixj) to provide for the issuance of exchange notes or private exchange notes, which are identical to exchange notes except that they are not freely transferable; (k) to add a Guarantor or co-obligor a Guarantee of a Parent Entity of the Company under this Indenture Indenture, or to release any such Guarantor or Guarantee if at the time of such release such Guarantor is not otherwise required by this Indenture to be a Guarantor in accordance with the terms of this IndentureGuarantor; (xl) to conform the text of this Indenture, Guarantees, the Notes, Guarantees or the Notes Security Documents and the Intercreditor Agreements to any provision of the “Description of the Notes” section of the Offering Memorandum Circular to the extent that such provision in such “Description of the Notes” section was intended to be a verbatim recitation of a provision of this Indenture, Guarantee, the Notes, Guarantee or the Notes Security Documents and the Intercreditor Agreements as provided to the Trustee set forth in an Officer’s Certificate; (xim) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation, to facilitate the issuance and administration of the Notes; provided, however, that (A1) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (B2) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (xii) to provide for the issuance of Additional Notes in accordance with the terms of this Indenture; (xiii) to make, complete or confirm any grant of Collateral permitted or required by this Indenture, any of the Notes Security Documents or the Intercreditor Agreements or any release of Collateral pursuant to the terms of this Indenture, any of the Notes Security Documents or the Intercreditor Agreements; (xiv) to secure additional extensions of credit and add additional secured creditors holding other First Lien Obligations so long as such First Lien Obligations are not prohibited by the provisions of this Indenture or any other then-existing First Lien Debt Documents; (xv) to add additional assets as Collateral; or (xvi) to add provisions to this Indenture and a new form of Note to permit the issuance by the Issuer or a Subsidiary thereof of escrow notes under this Indenture, which may have different terms than other Notes issued under this Indenture so long as the proceeds of such notes remain in escrow (including, but not limited to, separate collateral, different or no guarantees and special mandatory redemption provisions). (b) The Holders will be deemed to have consented for purposes of this Indenture, the Notes Security Documents and the Equal Priority Intercreditor Agreement (and, if applicable, a Junior Lien Intercreditor Agreement) to any of the following amendments and other modifications to this Indenture, the Notes Security Documents or the Equal Priority Intercreditor Agreement (or, if applicable, a Junior Lien Intercreditor Agreement) and the entry into a Junior Lien Intercreditor Agreement: (in) to effect any amendment or supplement to the Equal Priority Intercreditor Agreement or any other Intercreditor Agreement that is for the purpose of adding the holders of First Lien Obligations or Indebtedness secured on a junior basis to Merger and the Notes or any other Indebtedness that is permitted under Section 4.09 and is Secured Indebtedness (or a representative with respect thereto) as parties thereto, as expressly contemplated by the terms of such Intercreditor Agreement, as applicable (it being understood that any such amendment, modification or supplement may make such other changes to the Equal Priority Intercreditor Agreement or any other applicable Intercreditor Agreement as, in the good faith determination of the Bank Collateral Agent, are required to effectuate the foregoing and provided that such other changes are not adverse, in any material respect, to the interests of the Holders); (ii) to enter into any Junior Lien Intercreditor Agreement or any Equal Priority Intercreditor Agreement or to any restatement or replacement thereof or to effect the Equal Priority Intercreditor Amendments or other Intercreditor Amendments; or (iii) that is expressly contemplated by any Intercreditor Agreement or this Indenture. (c) The Notes Collateral Agent is hereby authorized and directed to enter into the Equal Priority Intercreditor Agreement and any other Intercreditor Agreement to the extent contemplated by the terms of this Indenture without the consent of any Holder, and by accepting a Note, each Holder will be deemed to have acknowledged that such Intercreditor Agreement is binding upon themAssumption. By accepting a Note, each Holder will be deemed to have (a) agreed that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreements, (b) authorized and instructed the Notes Collateral Agent to enter into the Equal Priority Intercreditor Agreement and to subject the Liens on the Collateral to the provisions thereof and (c) without any further consent of such Holder, authorized and instructed the Notes Collateral Agent to execute and deliver on behalf of itself, the Trustee and the Holders the Equal Priority Intercreditor Agreement, any other intercreditor agreement or any amendment (or amendment and restatement) to the Notes Security Documents or an Intercreditor Agreement contemplated by this Indenture. In connection with any such amendment of the Equal Priority Intercreditor Agreement or any other Intercreditor Agreements, the Issuer shall provide an Officer’s Certificate to the Notes Collateral Agent stating that such amendment complies with and/or is permitted by this Indenture, on which the Notes Collateral Agent shall be entitled to conclusively rely without any investigation. In addition, by accepting a Note, each Holder will be deemed to have authorized and directed the Notes Collateral Agent to enter into (i) any amendments to the Equal Priority Intercreditor Agreement and any other Intercreditor Agreements, and (ii) any other intercreditor arrangements, in the case of clauses (i), and (ii) to the extent required to give effect to the establishment of intercreditor rights and privileges as contemplated and required or permitted by the Indenture (the “Other Intercreditor Amendments”). (d) Upon the request of the Issuer Company accompanied by a resolution of the Board its board of Directors directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof (to the extent requested by the Trustee)9.06, the Trustee shall join with the Issuer Company and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall have the right, but not be obligated to, to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, neither an (1) no Opinion of Counsel nor an Officer’s Certificate shall be required in connection with the addition of a Guarantor under this Indenture upon execution and delivery by such Guarantor and the Trustee of a supplemental indenture to this Indenture, the form of which is attached as Exhibit D heretoE, provided that and delivery of an Officer’s Certificate and (2) no Officer’s Certificate or Opinion of Counsel shall be required in connection with the execution thereof shall be deemed a representation by such Guarantor(s) that all conditions precedent and covenants, if any, relating to delivery on the execution Effective Date of such supplemental indenture have been satisfied, provided that the execution thereof shall be deemed a representation by such Guarantor(s) that all conditions precedent and covenants, if any, relating to the execution of such supplemental indenture have been satisfied and the supplemental indenture is enforceable in accordance with its terms subject to (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and similar laws affecting the rights and remedies form of creditors generally and (ii) general principles of equity.Exhibit D.