Common use of Without Consent of Holders Clause in Contracts

Without Consent of Holders. The Issuer and the Trustee (or in the case of the Security Documents, the Collateral Agent) may amend, waive or supplement this Indenture, the Security Documents, the Note Guarantees or the Notes without prior notice to or consent of any Holder: (1) to provide for the assumption of the Issuer’s or a Guarantor’s obligations to the Holders pursuant to Section 5.01; (2) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3) to cure any ambiguity, defect or inconsistency; (4) to add Note Guarantees with respect to the Notes or to secure the Notes; (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 qualify or maintain the qualification of this Indenture under the TIA; (7) to add to the covenants of the Issuer or a Guarantor for the benefit of the Holders or to surrender any right or power herein conferred upon the Issuer or a Guarantor with respect to the Notes; (8) to provide for the issuance of Additional Notes in accordance with the provisions set forth in this Indenture; (9) to mortgage, pledge, hypothecate or grant any other Lien in favor of the Collateral Agent or Trustee for the benefit of the Holders as additional security for the payment and performance of all or any portion of the obligations under the Notes and this Indenture in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a Lien is required to be granted to or for the benefit of the Trustee or the Collateral Agent pursuant to this Indenture, any of the Security Documents or otherwise; (10) to add or remove Secured Parties (or any agent acting on their behalf) to or from any Security Documents or 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 (11) to make any other change that does not materially adversely affect the rights of any Holder hereunder. The Trustee is hereby authorized to join with the Issuer and the Guarantors in the execution of any supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations which may be therein contained, but the Trustee shall not be obligated to enter into any such supplemental indenture which adversely affects its own rights, duties or immunities under this Indenture.

Without Consent of Holders. The Issuer and the Trustee (or in the case of the Security Documents, the Collateral Agent) Company may amend, waive amend or supplement this Indenture, the Security Documents, the Note Guarantees Indenture or the Notes Securities without prior notice to or the consent of any Holder: (1a) to provide for the assumption of the Issuer’s comply with Article 5 or a Guarantor’s obligations to the Holders pursuant to Section 5.0110.11; (2b) to provide for uncertificated Notes secure the obligations of the Company in addition to respect of the Securities or in place of certificated Notes; (3) to cure any ambiguity, defect or inconsistency; (4) to add Note Guarantees guarantees with respect to the Notes or to secure the NotesSecurities; (5c) to release any Guarantor from any evidence and provide for the appointment of its obligations under its Note Guarantee or this Indenture (to the extent permitted by this Indenture)a successor Trustee in accordance with Section 7.07; (6d) to qualify comply with the provisions of any securities depository, including the Depository, clearing agency, clearing corporation or maintain clearing system, or the qualification requirements of the Trustee or the Registrar, relating to transfers and exchanges of any applicable Securities pursuant to this Indenture under the TIAIndenture; (7e) to add to the covenants or Events of Default of the Issuer or a Guarantor Company described in this Indenture for the benefit of the Holders or to surrender any right or power herein conferred upon the Issuer or a Guarantor Company; (f) to make provision with respect to adjustments to the Notes; (8) Conversion Rate as required by this Indenture or to provide for increase the issuance of Additional Notes Conversion Rate in accordance with the provisions set forth in this Indenture; (9g) to mortgage, pledge, hypothecate or grant make any other Lien in favor change that does not adversely affect the rights of the Collateral Agent or Trustee for the benefit of the Holders as additional security for the payment and performance of all or any portion of the obligations under the Notes and this Indenture in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a Lien is required to be granted to or for the benefit of the Trustee or the Collateral Agent pursuant to this Indenture, any of the Security Documents or otherwiseHolder; (10h) to add or remove Secured Parties permit the conversion of the Securities into Reference Property in accordance with Section 10.11; or (or any agent acting on their behalfi) to comply with the requirements of the SEC in order to effect or from any Security Documents or to release Collateral from maintain the Lien qualification of this Indenture and any supplemental indenture under the Security Documents when permitted TIA. In addition, the Company and the Trustee may enter into a supplemental indenture without the consent of Holders of the Securities to cure any ambiguity, defect, omission or required by the Security Documents or inconsistency in this Indenture; or (11) to make any other change Indenture in a manner that does not materially adversely affect the rights of any Holder hereunderHolder. The Trustee is hereby authorized to join with the Issuer and the Guarantors in the execution of any Any supplemental indenture authorized or permitted by the terms provisions of this Indenture and to make any further appropriate agreements and stipulations which Section 9.01 may be therein contained, but executed by the Company and the Trustee shall not be obligated to enter into without the consent of the Holders of any such supplemental indenture which adversely affects its own rightsof the Securities at the time outstanding, duties or immunities under this Indenturenotwithstanding any of the provisions of Section 9.02.

Without Consent of Holders. The (a) Notwithstanding Section 9.02, without the consent of any Holder, the Issuer and the Trustee (or in the case of the Security Documents, the Collateral Agent) may amend, waive amend or supplement this Indenture, the Security Documents, the Note Guarantees or Indenture and the Notes without prior notice to or consent of (and any Holder:Note Guarantee) (and any other documents relating thereto): (1) to provide for the assumption of the Issuer’s cure any ambiguity, omission, defect, mistake or a Guarantor’s obligations inconsistency (as described in an Officers’ Certificate provided to the Holders pursuant to Section 5.01Trustee); (2) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3) to cure provide for the assumption of the Issuer’s or any ambiguitySubsidiary Guarantor’s obligations to Holders of Notes and any Note Guarantees in the case of a merger, defect amalgamation or inconsistencyconsolidation or sale of all or substantially all of the Issuer’s or such Subsidiary Guarantor’s assets in accordance with Section 5.01; (4) to add make any change that would provide any additional rights or benefits (including the addition of collateral or Note Guarantees with respect Guarantees) to the Holders of Notes or to secure that does not adversely affect in any material respect the Noteslegal rights under this Indenture of any such Holder; (5) to conform the text of this Indenture, any Note Guarantees or the Notes to any provision of the “Description of notes” section of the Offering Memorandum; (6) to provide for the issuance of additional Notes in accordance with the limitations set forth in this Indenture, including in Section 4.10; (7) to allow any Restricted Subsidiary to become a Subsidiary Guarantor by executing a supplemental indenture in accordance with Section 4.16; (8) to release any Subsidiary Guarantor from any of its obligations under its Note Guarantee or this Indenture (to the extent permitted by this Indenture); (6) to qualify or maintain the qualification of this Indenture under the TIA; (7) to add to the covenants of the Issuer or a Guarantor for the benefit of the Holders or to surrender any right or power herein conferred upon the Issuer or a Guarantor with respect to the Notes; (8) to provide for the issuance of Additional Notes in accordance with the provisions set forth in this Indenture; (9) to mortgage, pledge, hypothecate or grant any other Lien in favor evidence and provide the acceptance of the Collateral Agent or appointment of a successor Trustee for the benefit of the Holders as additional security for the payment and performance of all or any portion of the obligations under the Notes and this Indenture in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a Lien is required to be granted to or for the benefit of the Trustee or the Collateral Agent pursuant to this Indenture, any of the Security Documents or otherwise; (10) to add or remove Secured Parties (or any agent acting on their behalf) to or from any Security Documents or 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 (1110) to make any other change that does not materially adversely affect comply with the rights rules of any Holder hereunder. The applicable securities depository. (b) Upon the request of the Issuer, and upon receipt by the Trustee is hereby authorized to of the documents described in Section 12.03, the Trustee shall join with the Issuer and the and, subject to Section 9.01(a)(7), any Subsidiary 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 which that may be therein contained, but the Trustee shall not be obligated to enter into any such amended or supplemental indenture which that adversely affects its own rights, duties or immunities under this IndentureIndenture or otherwise. (c) After an amendment, supplement or waiver under this Section 9.01 becomes effective, the Issuer shall send to the Holders of Notes affected thereby a written notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer to send such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement or waiver.

Without Consent of Holders. The Issuer (a) Notwithstanding Section 9.02, without the consent of any Holder, the Company, the Guarantors and the Trustee (or in the case of the Security Documents, the Collateral Agent) may amend, waive amend or supplement this Indenture, the Security Documents, Notes or the Note Guarantees or the Notes without prior notice to or consent of any Holderto: (1) to provide for the assumption of the Issuer’s cure any ambiguity, defect or a Guarantor’s obligations to the Holders pursuant to Section 5.01inconsistency; (2) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3) provide for the assumption of the Company’s or a Guarantor’s obligations to cure any ambiguityholders of Notes and Note Guarantees in the case of a merger or consolidation or disposition of all or substantially all of the Company’s or such Guarantor’s properties or assets, defect or inconsistencyas applicable; (4) to add Note Guarantees with respect make any change that would provide any additional rights or benefits to the holders of Notes or that does not adversely affect the legal rights under this Indenture of any holder of Notes, including to secure comply with requirements of the NotesSEC or DTC in order to maintain the transferability of the Notes pursuant to Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”); (5) to release any Guarantor from any conform the text of its obligations under its Note Guarantee or this Indenture (to the extent permitted by this Indenture), the Notes or the Note Guarantees to any provision of the “Description of notes” section of the Offering Memorandum as evidenced in an Officers’ Certificate; (6) to qualify or maintain the qualification of this Indenture under the TIA; (7) to add to the covenants of the Issuer or a Guarantor for the benefit of the Holders or to surrender any right or power herein conferred upon the Issuer or a Guarantor with respect to the Notes; (8) to provide for the issuance of Additional Notes in accordance with the provisions limitations set forth in this Indenture as of the Issue Date; (7) secure the Notes or the Note Guarantees pursuant to the requirements of Section 4.10; (8) add any additional Guarantor or to evidence the release of any Guarantor from its Note Guarantee, in each case as provided in this Indenture; (9) to mortgage, pledge, hypothecate or grant any other Lien in favor add covenants of the Collateral Agent Company and its Restricted Subsidiaries or Trustee Events of Default for the benefit of Holders or to make changes that would provide additional rights to the Holders as additional security for or to surrender any right or power conferred upon the payment and performance of all Company or any portion of the obligations under the Notes and this Indenture in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a Lien is required to be granted to or for the benefit of the Trustee or the Collateral Agent pursuant to this Indenture, any of the Security Documents or otherwise;Guarantor; or (10) to add evidence or remove Secured Parties (or any agent acting on their behalf) to or from any Security Documents or to release Collateral from provide for the Lien acceptance of appointment under this Indenture of a successor ▇▇▇▇▇▇▇. (b) Upon the request of the Company, and the Security Documents when permitted or required upon receipt by the Security Documents or this Indenture; or (11) to make any other change that does not materially adversely affect Trustee of the rights of any Holder hereunder. The documents described in Section 12.04, the Trustee is hereby authorized to 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 which that may be therein contained, but the Trustee shall not be obligated to enter into any such amended or supplemental indenture which adversely that affects its own rights, duties or immunities under this IndentureIndenture or otherwise.

Without Consent of Holders. The Issuer Company and the Guarantors, if any, when authorized by a resolution of their respective Boards of Directors, and the Trustee (or in the case of the Security Documents, the Collateral Agent) may amend, waive amend or supplement this Indenture, the Security Documents, the Note Guarantees Indenture or the Notes Securities without prior notice to or consent of any HolderSecurityholder: (1) to provide for the assumption of the Issuer’s or a Guarantor’s obligations to the Holders pursuant to Section 5.01; (2) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3i) to cure any ambiguity, defect or inconsistency; provided, however, that such amendment or supplement does not adversely affect the rights of any Holder; (4ii) to add Note Guarantees effect the assumption by a successor Person of all obligations of the Company under the Securities and this Indenture in connection with respect to the Notes or to secure the Notesany transaction complying with Article Five of this Indenture; (5iii) to release any Guarantor from any provide for uncertificated Securities in addition to or in place of its obligations under its Note Guarantee or this Indenture (to the extent permitted by this Indenture)certificated Securities; (6iv) to qualify comply with any requirements of the Commission in order to effect or maintain the qualification of this Indenture under the TIA; (7v) to make any change that would provide any additional benefit or rights to the Holders; (vi) to make any other change that does not adversely affect the rights of any Holder under this Indenture; (vii) to evidence the succession of another Person to any Guarantor and the assumption by any such successor of the covenants of such Guarantor herein and in the Guarantee; (viii) to add to the covenants of the Issuer Company or a Guarantor the Guarantors for the benefit of the Holders Holders, or to surrender any right or power herein conferred upon the Issuer Company or any Guarantor; (ix) to secure the Securities pursuant to the requirements of Section 4.17 or otherwise; or (x) to reflect the release of a Guarantor from its obligations with respect to the Notes; (8) to provide for the issuance of Additional Notes its Guarantee in accordance with the provisions set forth in this Indenture; (9) of Section 11.03 and to mortgageadd a Guarantor pursuant to the requirements of Section 4.18; provided, pledgehowever, hypothecate or grant any other Lien in favor of that the Collateral Agent or Trustee for the benefit of the Holders as additional security for the payment and performance of all or any portion of the obligations under the Notes and this Indenture in any property or assets, including any which are required Company has delivered to be mortgaged, pledged or hypothecated, or in which a Lien is required to be granted to or for the benefit of the Trustee an Opinion of Counsel and an Officers' Certificate each stating that such amendment or supplement complies with the Collateral Agent pursuant to this Indenture, any of the Security Documents or otherwise; (10) to add or remove Secured Parties (or any agent acting on their behalf) to or from any Security Documents or to release Collateral from the Lien provisions of this Indenture and the Security Documents when permitted or required by the Security Documents or this Indenture; or (11) to make any other change that does not materially adversely affect the rights of any Holder hereunder. The Trustee is hereby authorized to join with the Issuer and the Guarantors in the execution of any supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations which may be therein contained, but the Trustee shall not be obligated to enter into any such supplemental indenture which adversely affects its own rights, duties or immunities under this IndentureSection 10.01.

Without Consent of Holders. The Issuer and the Trustee Notwithstanding Section 9.02 (or in the case “With Consent of the Security Documents, the Collateral AgentHolders”) may amend, waive or supplement of this Indenture, the Security DocumentsCompany, the Note Guarantees Guarantors, the Trustee and the Noteholder Collateral Agent, as applicable, may amend or supplement this Indenture or the Notes other Indenture Documents without prior notice to or the consent of any Holder: (1) to provide for the assumption of the Issuer’s cure any ambiguity, defect or a Guarantor’s obligations to the Holders pursuant to Section 5.01inconsistency; (2) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3) to cure any ambiguityprovide for the assumption of the Company’s or a Guarantor’s obligations under the Indenture Documents in the case of a merger or consolidation or sale of all or substantially all of the Company’s or such Guarantor’s assets, defect or inconsistencyas applicable; (4) to add Note Guarantees with respect make any change that would provide any additional rights or benefits to the Notes Holders or to secure that does not adversely affect the Noteslegal rights under this Indenture of any such Holder; (5) to release any Guarantor from any comply with requirements of its obligations under its Note Guarantee or this Indenture (the SEC in order to the extent permitted by this Indenture); (6) to qualify effect or maintain the qualification of this Indenture under the TIA; (76) to add to the covenants of the Issuer or a Guarantor for the benefit of the Holders or to surrender any right or power herein conferred upon the Issuer or a Guarantor make provisions with respect to the Notesconversion of Notes pursuant to the requirements of Article 13 if any reclassification or change of the Common Stock or any consolidation, merger, combination, share exchange or sale of all or substantially all of the assets of the Company shall occur; (7) to evidence and provide for the acceptance of the appointment under this Indenture and the Collateral Agreements of a successor Trustee or Noteholder Collateral Agent; (8) to make any other provisions with respect to matters or questions arising under this Indenture, the Collateral Agreements, the Notes or the Note Guarantees, provided that the actions pursuant to this clause will not adversely affect the interests of the Holders of the Notes in any material respect, as determined in good faith by the Company; (9) to enter into additional or supplemental Collateral Agreements; (10) to release Collateral when permitted or required by this Indenture or the Collateral Agreements; (11) to provide for the issuance of Additional Notes in accordance with the provisions limitations set forth in this Indenture as of the date of this Indenture; (912) to mortgage, pledge, hypothecate or grant add any other Lien in favor of Note Guarantee by allowing any Guarantor to execute a supplemental indenture with respect to the Collateral Agent or Trustee for the benefit of the Holders as additional security for the payment and performance of all or any portion of the obligations under the Notes and this Indenture in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a Lien is required to be granted to or for the benefit of the Trustee or the Collateral Agent pursuant to this Indenture, any of the Security Documents or otherwiseNotes; (1013) to add or remove Secured Parties (or any agent acting on their behalf) to or from any Security Documents or to release Collateral from the Lien of this Indenture and the Security Documents when permitted or required by the Security Documents or this Indenture[Reserved]; or (1114) to make any other change that does not materially adversely affect accept and consent to, and to take all steps to perfect a security interest under, Collateral Agreements to be granted subsequent to the rights Issue Date, including with respect to Drilling Contracts and Internal Charters. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any Holder hereunder. The such amendment or supplemental indenture, and upon receipt by the Trustee is hereby authorized to of the documents described in Section 7.02(b) (“Rights of Trustee”) hereof, the Trustee will join with the Issuer Company and the Guarantors in the execution of any amendment or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations which that may be therein contained, but the Trustee shall will not be obligated to enter into any such amendment or supplemental indenture which adversely that affects its own rights, duties or immunities under this IndentureIndenture or otherwise.

Without Consent of Holders. The Issuer Notwithstanding Section 9.02 of this Indenture, without the consent of any Holder of Notes, the Issuer, the Guarantors (to the extent a party to the applicable document) and the Trustee (or in and to the case of the Security Documents, extent applicable the Collateral Agent) may amend, waive amend or supplement this Indenture, the Security DocumentsNotes, the Note Guarantees Guarantees, the Security Documents or the Notes without prior notice to or consent of any HolderIntercreditor Agreement: (1) to provide for the assumption of the Issuer’s cure any ambiguity, defect or a Guarantor’s obligations to the Holders pursuant to Section 5.01inconsistency; (2) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3) to cure provide for the assumption of the Issuer’s or any ambiguity, defect Guarantor’s obligations to Holders of Notes in the case of a merger or inconsistencyconsolidation or sale of all or substantially all of the Issuer’s or such Guarantor’s assets; (4) to make any change that would provide any additional rights or benefits to the Holders of Notes or that does not adversely affect in any material respect the legal rights under this Indenture of any such Holder; (5) to comply with requirements of the Commission in order to effect or maintain the qualification of this Indenture under the TIA; (6) to provide for the issuance of Additional Notes in accordance with this Indenture; (7) to add Note Guarantees Guarantors with respect to the Notes or to secure the Notes; (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 qualify or maintain the qualification of this Indenture under the TIA; (7) 8) to add to the covenants of the Issuer or a Guarantor for the benefit of the Holders or to surrender any right or power herein conferred upon the Issuer or a Guarantor with respect to the Notes; (8) to provide for the issuance of Additional Notes in accordance with the provisions set forth in this Indentureadditional assets as Collateral; (9) to mortgage, pledge, hypothecate or grant any other release Collateral from the Lien in favor of the Collateral Agent or Trustee for the benefit of the Holders as additional security for the payment and performance of all or any portion of the obligations under the Notes and this Indenture Guarantor from its Guarantee, in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a Lien is required to be granted to or for the benefit of the Trustee or the Collateral Agent each case pursuant to this Indenture, any of the Security Documents and the Intercreditor Agreement when permitted or required by the Indenture, the Security Documents or otherwisethe Intercreditor Agreement; (10) to add or remove Secured Parties (or comply with the rules of any agent acting on their behalf) to or from any Security Documents or to release Collateral from the Lien of this Indenture and the Security Documents when permitted or required by the Security Documents or this Indentureapplicable securities depositary; or (11) to make any other change that does not materially adversely affect the rights of any Holder hereunder. The Trustee is hereby authorized to join provide for a successor trustee or collateral agent in accordance with the Issuer and the Guarantors in the execution of any supplemental indenture authorized or permitted by the terms of this Indenture and or to make otherwise comply with any further appropriate agreements and stipulations which may be therein contained, but requirement of this Indenture; provided that the Issuer has delivered to the Trustee shall not be obligated to enter into any an Opinion of Counsel and an Officers’ Certificate, each stating that such supplemental indenture which adversely affects its own rights, duties amendment or immunities under supplement complies with the provisions of this IndentureSection 9.01.

Without Consent of Holders. The Issuer and the Trustee (or in the case of the Security Documents, the Collateral Agent) Company may amend, waive amend or supplement this Indenture, the Security Documents, the Note Guarantees Indenture or the Notes Securities without prior notice to or the consent of any Holder: (1a) to provide for the assumption of the Issuer’s comply with Section 5.01 or a Guarantor’s obligations to the Holders pursuant to Section 5.0110.11; (2b) to provide for uncertificated Notes secure the obligations of the Company in addition to respect of the Securities or in place of certificated Notes; (3) to cure any ambiguity, defect or inconsistency; (4) to add Note Guarantees guarantees with respect to the Notes or to secure the NotesSecurities; (5c) to release any Guarantor from any evidence and provide for the appointment of its obligations under its Note Guarantee or this Indenture (to the extent permitted by this Indenture)a successor Trustee in accordance with Section 7.07; (6d) to qualify comply with the provisions of any securities depositary, including DTC, clearing agency, clearing corporation or maintain clearing system, or the qualification requirements of the Trustee or the Registrar, relating to transfers and exchanges of any applicable Securities pursuant to this Indenture under the TIAIndenture; (7e) to add to the covenants of the Issuer or a Guarantor Company described in this Indenture for the benefit of the Holders or to surrender any right or power herein conferred upon the Issuer or a Guarantor Company; (f) to make provision with respect to adjustments to the Notes; (8) Conversion Rate as required by this Indenture or to provide for increase the issuance of Additional Notes Conversion Rate in accordance with the provisions set forth in this Indenture; (9g) to mortgage, pledge, hypothecate irrevocably elect or grant any other Lien in favor eliminate one or more Settlement Methods and/or irrevocably elect a minimum Specified Dollar Amount; or (h) to comply with the requirement of the Collateral Agent SEC in order to effect or Trustee for maintain the benefit of the Holders as additional security for the payment and performance of all or any portion of the obligations under the Notes and this Indenture in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a Lien is required to be granted to or for the benefit of the Trustee or the Collateral Agent pursuant to this Indenture, any of the Security Documents or otherwise; (10) to add or remove Secured Parties (or any agent acting on their behalf) to or from any Security Documents or to release Collateral from the Lien qualification of this Indenture and any supplemental indenture under the Security Documents when permitted TIA. In addition, the Company and the Trustee may enter into a supplemental indenture without the consent of Holders of the Securities to cure any ambiguity, defect, omission or required by the Security Documents or inconsistency in this Indenture; or (11) to make any other change Indenture in a manner that does not not, individually or in the aggregate with all other changes, materially adversely affect the rights of any Holder hereunder. The Trustee is hereby authorized to join with the Issuer and the Guarantors in the execution of any supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations which may be therein contained, but the Trustee shall not be obligated to enter into any such supplemental indenture which adversely affects its own rights, duties or immunities under this IndentureHolder.

Without Consent of Holders. The Issuer Company, the Guarantors and the Trustee (or in the case of the Security DocumentsTrustee, the Collateral Agent) at any time and from time to time, may amend, waive amend or supplement this Indenture, the Security Documents, the Note Guarantees or the Notes Indenture without prior notice to or consent of any HolderHolder to: (1) cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture, provided such action shall not adversely affect the interests of the Holders of Securities in any material respect; (2) provide for the assumption of the IssuerCompany’s or a Guarantor’s obligations to in the Holders pursuant to case of a merger, amalgamation or consolidation or sale of all or substantially all of the Company’s or such Guarantor’s assets in accordance with Section 5.01; (23) to provide for uncertificated Notes Securities in addition to or in place of certificated Notes; (3) to cure any ambiguity, defect or inconsistencySecurities; (4) to add Note Securities Guarantees with respect to the Notes Securities or to secure the NotesSecurities; (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 qualify or maintain the qualification of this Indenture under the TIA; (7) to add to the covenants of the Issuer Company or a any Guarantor for the benefit of the Holders of the Securities or to surrender any right or power herein conferred upon the Issuer Company or a Guarantor with respect to the Notesany Guarantor; (8) to 6) provide for the issuance of Additional Notes Securities; (7) confirm and evidence the release, termination or discharge of any guarantee or security in accordance with the provisions set forth in respect of any Securities when such release, termination or discharge, as applicable, is permitted by this Indenture; (8) evidence and provide for the acceptance of appointment hereunder by a successor Trustee and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee; (9) to mortgage, pledge, hypothecate or grant supplement any other Lien in favor of the Collateral Agent provisions of this Indenture to such extent as shall be necessary to permit or Trustee for facilitate the benefit defeasance and discharge of Securities pursuant to Sections 8.01, 8.02, 8.03 and 9.01; provided that any such action shall not adversely affect the interests of the Holders as additional security for the payment and performance of all Securities or any portion other series of the obligations under the Notes and this Indenture Securities in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a Lien is required to be granted to or for the benefit of the Trustee or the Collateral Agent pursuant to this Indenture, any of the Security Documents or otherwisematerial respect; (10) to add or remove Secured Parties (or any agent acting on their behalf) to or from any Security Documents or to release Collateral from the Lien of this Indenture and the Security Documents when permitted or required by the Security Documents or this Indenturecomply with Article 5; or (11) to make any other change that does not materially adversely affect conform the rights of any Holder hereunder. The Trustee is hereby authorized to join with the Issuer and the Guarantors in the execution of any supplemental indenture authorized or permitted by the terms text of this Indenture and to make any further appropriate agreements and stipulations which may provision of the section entitled “Description of Notes” contained in the Offering Memorandum to the extent that such “Description of Notes” was intended to be therein containeda verbatim recitation of this Indenture. After an amendment under this Section 10.01 becomes effective, but the Trustee Company shall mail to Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not be obligated to enter into any such supplemental indenture which adversely affects its own rights, duties impair or immunities affect the validity of an amendment under this IndentureSection 10.01.

Without Consent of Holders. The Issuer Issuer, when authorized by a resolution of its Board of Directors (as evidenced by a Board Resolution) and the Trustee (or in the case of the Security Documents, the Collateral Agent) may amend, waive amend or supplement this Indenture, the Security Documents, the Note Guarantees or the Notes and/or any Guarantee without prior notice to or the consent of any Holder: (1) to provide for the assumption of the Issuer’s cure any ambiguity, defect, omission, mistake or a Guarantor’s obligations to the Holders pursuant to Section 5.01inconsistency; (2) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3) to cure provide for the assumption of the Issuer’s or any ambiguityGuarantor’s obligations to Holders in the case of a merger, defect consolidation, amalgamation or inconsistencyother combination of the Issuer or any Guarantor or sale of all or substantially all of the Issuer’s or such Guarantor’s assets; (4) to add Note Guarantees with respect make any change that would provide any additional rights or benefits to the Holders of Notes or to secure that does not materially adversely affect the Notesrights or interests under this Indenture of any such Holder; (5) to release alter the form of Notes to provide for any Guarantor from any of its obligations under its Note Guarantee or this Indenture (changes in applicable tax laws to the extent permitted by this Indenture)that such changes do not materially adversely affect the rights or interests of any Holder; (6) to qualify comply with requirements of the Commission in order to effect or maintain the qualification of this Indenture under the TIATrust Indenture Act; (7) to add collateral to the covenants of the Issuer or a Guarantor for the benefit of the Holders or to surrender any right or power herein conferred upon the Issuer or a Guarantor with respect to secure the Notes; (8) to provide for the issuance of Additional Notes in accordance with the provisions set forth in terms of this Indenture; (9) to mortgage, pledge, hypothecate provide for a successor Trustee in accordance with the terms of this Indenture or grant to otherwise comply with any other Lien in favor requirement of this Indenture; or (10) to provide for assumption by Manitowoc Foodservice of the Collateral Agent or Trustee for the benefit Obligations of the Holders as additional security for the payment and performance of all or any portion of the obligations Escrow Issuer under the Notes and this Indenture in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a Lien is required to be granted to or for and the benefit simultaneous release of the Trustee or the Collateral Agent pursuant Escrow Issuer from such Obligations. This Section 9.01 is subject to this Indenture, any of the Security Documents or otherwise; (10) to add or remove Secured Parties (or any agent acting on their behalf) to or from any Security Documents or 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 (11) to make any other change that does not materially adversely affect the rights of any Holder hereunder. The Trustee is hereby authorized to join with the Issuer and the Guarantors in the execution of any supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations which may be therein contained, but the Trustee shall not be obligated to enter into any such supplemental indenture which adversely affects its own rights, duties or immunities under this IndentureSection 9.06.

Without Consent of Holders. (a) The Issuer Company, the Guarantors and the Trustee (or in the case of the Security Documents, the Collateral Agent) may amend, waive amend or supplement this Indenture, Indenture or the Security Documents, Securities or the Note Guarantees or the Notes without prior notice to or consent of any HolderHolder of a Security for the purpose of: (1) evidencing a successor to provide for the Company or any Guarantor and the assumption by that successor of the IssuerCompany’s or a such Guarantor’s obligations to under this Indenture, the Holders pursuant to Section 5.01Securities and the Guarantees; (2) adding to provide the Company’s or any Guarantor’s covenants for uncertificated Notes in addition to the benefit of the Holders or in place of certificated Notessurrendering any right or power conferred upon the Company or any Guarantor; (3) to cure securing the Company’s and any ambiguity, defect or inconsistencyGuarantor’s obligations in respect of the Securities; (4) to add Note Guarantees adding a guarantor or guarantors of the Securities or releasing any Guarantor in accordance with respect to the Notes or to secure terms of the NotesIndenture; (5) to release any Guarantor from any evidencing and providing for the acceptance of its obligations under its Note Guarantee or this Indenture (to the extent permitted by this Indenture)appointment of a successor trustee in accordance with Article 8; (6) complying with the requirements of the SEC in order to qualify effect or maintain the qualification of this Indenture under the TIA, as contemplated by this Indenture or otherwise; (7) to add to the covenants providing for conversion rights of Holders if any reclassification or change of Common Stock or any consolidation, merger or sale of all or substantially all of the Issuer Company’s property and assets occurs or otherwise complying with the provisions of this Indenture in the event of a Guarantor for merger, consolidation or transfer of assets (including the benefit provisions of the Holders or to surrender any right or power herein conferred upon the Issuer or a Guarantor with respect to the NotesSection 4.10 and Article 6); (8) to provide for increasing the issuance of Additional Notes Conversion Rate, (A) in accordance with the provisions set forth terms of the Securities or (B) provided that the increase will not adversely affect the interests of Holders; (9) curing any ambiguity, omission or inconsistency in this Indenture or correcting or supplementing any defective provision contained in this Indenture; (910) allowing any Guarantor to mortgage, pledge, hypothecate or grant any other Lien in favor of execute a supplemental indenture and/or Guarantee with respect to the Collateral Agent or Trustee for the benefit of the Holders as additional security for the payment and performance of all or any portion of the obligations under the Notes and this Indenture in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a Lien is required to be granted to or for the benefit of the Trustee or the Collateral Agent pursuant to this Indenture, any of the Security Documents or otherwiseSecurities; (1011) providing for uncertificated Securities in addition to add or remove Secured Parties certificated Securities; (or any agent acting on their behalf12) conforming the Indenture to or from any Security Documents or to release Collateral from the Lien description of this Indenture and the Security Documents when permitted or required by Securities provided for in the Security Documents or this IndentureProspectus; or (1113) to make making any other change that does will not materially adversely affect the rights interests of the Holders in any Holder hereunder. The Trustee is hereby authorized to join with the Issuer and the Guarantors in the execution of any supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations which may be therein contained, but the Trustee shall not be obligated to enter into any such supplemental indenture which adversely affects its own rights, duties or immunities under this Indenturematerial respect.

Without Consent of Holders. The Issuer Company and the Guarantors when authorized by a resolution of their respective Boards of Directors, and the Trustee (or in the case of the Security Documents, the Collateral Agent) may amend, waive amend or supplement this Indenture, the Security Documents, the Note Guarantees Indenture or the Notes without prior notice to or consent of any Holder: (1a) to provide for cure any ambiguity, defect or inconsistency; PROVIDED, HOWEVER, that such amendment or supplement does not adversely affect the assumption rights of the Issuer’s or a Guarantor’s obligations to the Holders pursuant to Section 5.01any Holder; (2b) to effect the assumption by a successor Person of all obligations of the Company under the Notes and his Indenture in connection with any transaction complying with Article Five of this Indenture; (c) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3d) to cure comply with any ambiguity, defect or inconsistency; (4) requirements of the SEC in order to add Note Guarantees with respect to the Notes or to secure the Notes; (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 qualify effect or maintain the qualification of this Indenture under the TIA; (7e) to make any change that would provide any additional benefit or rights to the Holders; (f) to make any other change that does not adversely affect the rights of any Holder under this Indenture; (g) to evidence the succession of another Person to any Guarantor and the assumption by any such successor of the covenants of such Guarantor herein and in the Guarantee in connection with any transaction complying with Article Five of this Indenture; (h) to add to the covenants of the Issuer Company or a Guarantor the Guarantors for the benefit of the Holders Holders, or to surrender any right or power herein conferred upon the Issuer Company or any Guarantor; (i) to secure the Notes pursuant to the requirements of SECTION 4.11 or otherwise; or (j) to reflect the release of a Guarantor from its obligations with respect to the Notes; (8) to provide for the issuance of Additional Notes its Guarantee in accordance with the provisions set forth in this Indenture; (9) of SECTION 11.03; PROVIDED, HOWEVER that the Company has delivered to mortgage, pledge, hypothecate or grant any other Lien in favor of the Collateral Agent or Trustee for the benefit of the Holders as additional security for the payment and performance of all or any portion of the obligations under the Notes and this Indenture in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a Lien is required to be granted to or for the benefit of the Trustee an Opinion of Counsel stating that such amendment or supplement complies with the Collateral Agent pursuant to this Indenture, any of the Security Documents or otherwise; (10) to add or remove Secured Parties (or any agent acting on their behalf) to or from any Security Documents or to release Collateral from the Lien provisions of this Indenture and the Security Documents when permitted or required by the Security Documents or this Indenture; or (11) to make any other change that does not materially adversely affect the rights of any Holder hereunder. The Trustee is hereby authorized to join with the Issuer and the Guarantors in the execution of any supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations which may be therein contained, but the Trustee shall not be obligated to enter into any such supplemental indenture which adversely affects its own rights, duties or immunities under this IndentureSECTION 10.01.

Without Consent of Holders. The Issuer and the Trustee Notwithstanding Section 9.02 (or in the case “With Consent of the Security Documents, the Collateral AgentHolders”) may amend, waive or supplement of this Indenture, the Security DocumentsCompany, the Note Guarantees Guarantors, the Trustee and the Noteholder Collateral Agent, as applicable, may amend or supplement this Indenture or the Notes other Indenture Documents without prior notice to or the consent of any Holder: (1) to provide for the assumption of the Issuer’s cure any ambiguity, defect or a Guarantor’s obligations to the Holders pursuant to Section 5.01inconsistency; (2) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3) to cure any ambiguityprovide for the assumption of the Company’s or a Guarantor’s obligations under the Indenture Documents in the case of a merger or consolidation or sale of all or substantially all of the Company’s or such Guarantor’s assets, defect or inconsistencyas applicable; (4) to add Note Guarantees with respect make any change that would provide any additional rights or benefits to the Notes Holders or to secure that does not adversely affect the Noteslegal rights under this Indenture of any such Holder; (5) to release any Guarantor from any comply with requirements of its obligations under its Note Guarantee or this Indenture (the SEC in order to the extent permitted by this Indenture); (6) to qualify effect or maintain the qualification of this Indenture under the TIA; (6) [Reserved]; (7) to add to evidence and provide for the covenants acceptance of the Issuer appointment under this Indenture and the Collateral Agreements of a successor Trustee or a Guarantor for the benefit of the Holders or to surrender any right or power herein conferred upon the Issuer or a Guarantor with respect to the NotesNoteholder Collateral Agent; (8) to make any other provisions with respect to matters or questions arising under this Indenture, the Collateral Agreements, the Notes or the Note Guarantees, provided that the actions pursuant to this clause will not adversely affect the interests of the Holders of the Notes in any material respect, as determined in good faith by the Company; (9) to enter into additional or supplemental Collateral Agreements; (10) to release Collateral when permitted or required by this Indenture or the Collateral Agreements; (11) to provide for the issuance of Additional Notes in accordance with the provisions limitations set forth in this Indenture as of the date of this Indenture, including Section 4.08 (“Incurrence of Indebtedness and Issuance of Preferred Stock”); (912) to mortgage, pledge, hypothecate or grant add any other Lien in favor of Note Guarantee by allowing any Guarantor to execute a supplemental indenture with respect to the Collateral Agent or Trustee for the benefit of the Holders as additional security for the payment and performance of all or any portion of the obligations under the Notes and this Indenture in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a Lien is required to be granted to or for the benefit of the Trustee or the Collateral Agent pursuant to this Indenture, any of the Security Documents or otherwiseNotes; (1013) to add or remove Secured Parties (or any agent acting on their behalf) to or from any Security Documents or to release Collateral from the Lien of this Indenture and the Security Documents when permitted or required by the Security Documents or this Indenture[Reserved]; or (1114) to make any other change that does not materially adversely affect accept and consent to, and to take all steps to perfect a security interest under, Collateral Agreements to be granted subsequent to the rights Issue Date, including with respect to Drilling Contracts and Internal Charters. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any Holder hereunder. The such amendment or supplemental indenture, and upon receipt by the Trustee is hereby authorized to of the documents described in Section 7.02(b) (“Rights of Trustee”) hereof, the Trustee will join with the Issuer Company and the Guarantors in the execution of any amendment or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations which that may be therein contained, but the Trustee shall will not be obligated to enter into any such amendment or supplemental indenture which adversely that affects its own rights, duties or immunities under this IndentureIndenture or otherwise.

Without Consent of Holders. The Issuer Company and the Guarantors, when authorized by a resolution of their respective Boards of Directors, and the Trustee (or in the case of the Security Documents, the Collateral Agent) may amend, waive amend or supplement this Indenture, the Security Documents, the Note Guarantees Indenture or the Notes Securities without prior notice to or consent of any Holder: (1) to provide for the assumption of the Issuer’s or a Guarantor’s obligations to the Holders pursuant to Section 5.01; (2) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3a) to cure any ambiguity, defect or inconsistency; provided, however, that such amendment or supplement does not adversely affect the rights of any Holder; (4b) to add Note Guarantees effect the assumption by a successor Person of all obligations of the Company under the Securities and his Indenture in connection with respect to the Notes or to secure the Notesany transaction complying with Article Five of this Indenture; (5c) to release any Guarantor from any provide for uncertificated Securities in addition to or in place of its obligations under its Note Guarantee or this Indenture (to the extent permitted by this Indenture)certificated Securities; (6d) to qualify comply with any requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; (7e) to make any change that would provide any additional benefit or rights to the Holders; (f) to make any other change that does not adversely affect the rights of any Holder under this Indenture; (g) to evidence the succession of another Person to any Guarantor and the assumption by any such successor of the covenants of such Guarantor herein and in the Guarantee in connection with any transaction complying with Article Five of this Indenture; (h) to add to the covenants of the Issuer Company or a Guarantor the Guarantors for the benefit of the Holders Holders, or to surrender any right or power herein conferred upon the Issuer Company or any Guarantor; (i) to secure the Securities pursuant to the requirements of Section 4.18 or otherwise; or (j) to reflect the release of a Guarantor from its obligations with respect to the Notes; (8) to provide for the issuance of Additional Notes its Guarantee in accordance with the provisions set forth in this Indenture; (9) of Section 11.03 and to mortgageadd a Guarantor pursuant to the requirements of Section 4.19; provided, pledgehowever, hypothecate or grant any other Lien in favor of that the Collateral Agent or Trustee for the benefit of the Holders as additional security for the payment and performance of all or any portion of the obligations under the Notes and this Indenture in any property or assets, including any which are required Company has delivered to be mortgaged, pledged or hypothecated, or in which a Lien is required to be granted to or for the benefit of the Trustee an Opinion of Counsel stating that such amendment or supplement complies with the Collateral Agent pursuant to this Indenture, any of the Security Documents or otherwise; (10) to add or remove Secured Parties (or any agent acting on their behalf) to or from any Security Documents or to release Collateral from the Lien provisions of this Indenture and the Security Documents when permitted or required by the Security Documents or this Indenture; or (11) to make any other change that does not materially adversely affect the rights of any Holder hereunder. The Trustee is hereby authorized to join with the Issuer and the Guarantors in the execution of any supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations which may be therein contained, but the Trustee shall not be obligated to enter into any such supplemental indenture which adversely affects its own rights, duties or immunities under this IndentureSection 10.01.

Without Consent of Holders. The Issuer Company, the Guarantors and the Trustee (or in the case of the Security Documents, the Collateral Agent) may amend, waive amend or supplement this Indenture, the Security Documents, the Note Guarantees Indenture or the Notes or waive any provision hereof or thereof without prior notice to or the consent of any Holder: (1) to cure any ambiguity, mistake, defect or inconsistency; (2) to provide for the assumption of the IssuerCompany’s or a any Guarantor’s obligations to the Holders pursuant in the case of a merger or acquisition or to otherwise comply with any agreements or covenants described under Section 5.01; (23) to provide for uncertificated Notes in addition to or in place of certificated Notes; , or to provide for the issuance of bearer Notes (3) to cure any ambiguity, defect with or inconsistencywithout coupons); (4) to provide any security for, or to add Note any Guarantees of or additional obligors, on Notes or the related Guarantees, including the execution of a supplemental indenture by any Guarantor or additional obligor in connection therewith; (5) to comply with any requirement in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act; (6) to add to the covenants of the Company or any Guarantor for the benefit of the Holders of Notes, or to surrender any right or power herein conferred upon the Company or any Guarantor; (7) to add any additional Events of Default with respect to the Notes; (8) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the rights of any Holder in any material respect; (9) to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of the Notes pursuant to Section 8.01; provided, however, that any such action shall not adversely affect the interest of the Holders in any material respect; (10) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to secure provide for or facilitate the Notesadministration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 7.08; (511) to comply with SEC rules and regulations or changes to applicable law; (12) to comply with the rules of any applicable securities depositary; (13) to release any Guarantor from any of its obligations under its Note Guarantee or this Indenture (to the extent permitted by this Indenturehereby); (614) to qualify make any change that would provide any additional rights or maintain benefits (including the qualification addition of this Indenture under collateral) to the TIAHolders of Notes or that does not adversely affect in any material respect the legal rights hereunder of any such Holder; (715) to add conform the text of this Indenture, the Guarantees or the Notes to the covenants any provision of the Issuer or a Guarantor for the benefit “Description of Notes” section of the Holders or to surrender any right or power herein conferred upon the Issuer or a Guarantor with respect to the Notes;Offering Memorandum; or (8) 16) to provide for the issuance of Additional Notes in accordance with the provisions limitations set forth in this Indenture; (9) to mortgage, pledge, hypothecate or grant any other Lien in favor Indenture as of the Collateral Agent or Trustee for Issue Date Upon the benefit written request of the Holders as additional security for Company, accompanied by a Board Resolution, and upon receipt by the payment and performance of all or any portion Trustee of the obligations under the Notes and this Indenture documents described in any property or assetsSection 9.06, including any which are required to be mortgaged, pledged or hypothecated, or in which a Lien is required to be granted to or for the benefit of the Trustee or the Collateral Agent pursuant shall, subject to this IndentureSection 9.06, any of the Security Documents or otherwise; (10) to add or remove Secured Parties (or any agent acting on their behalf) to or from any Security Documents or 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 (11) to make any other change that does not materially adversely affect the rights of any Holder hereunder. The Trustee is hereby authorized to join with the Issuer Company and the Guarantors in the execution of any supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations which that may be therein contained, but the Trustee shall not be obligated to enter into any contained unless such supplemental indenture which adversely affects its the Trustee’s own rights, duties or immunities under this IndentureIndenture or otherwise, in which case the Trustee may in its discretion but shall not be obligated to enter into such supplemental indenture.

Without Consent of Holders. The Issuer Company, the Subsidiary Guarantors, the Trustee and the Collateral Trustee (or in the case may amend any of the Security Documents, the Collateral Agent) may amend, waive or supplement this Indenture, the Security Documents, the Note Guarantees or the Notes Documents without prior notice to or consent of any HolderSecurityholder: (1) to provide for the assumption of the Issuer’s cure any ambiguity, omission, defect or a Guarantor’s obligations to the Holders pursuant to Section 5.01inconsistency; (2) to provide for the assumption by a successor corporation of the obligations of the Company or the Subsidiary Guarantors under this Indenture or the other Note Documents as provided in Article 5; (3) to provide for uncertificated Notes Securities in addition to or in place of certificated Notes; (3Securities; provided, however, that the uncertificated Securities are issued in registered form for purposes of Section 163(f) to cure any ambiguity, defect or inconsistencyof the Code; (4) to add Note Guarantees guarantees or Collateral with respect to the Notes Securities (including any Subsidiary Guarantee), or release guarantees or Collateral with respect to secure the NotesSecurities (including any Subsidiary Guarantee) in the manner provided in this Indenture and the other Note Documents; (5) to release any Guarantor from any of its obligations under its Note Guarantee or this Indenture (with respect to the extent permitted by this Indenture)Note Documents establishing Parity Liens, as provided in the Intercreditor Agreement or the Collateral Trust Agreement; (6) to qualify or maintain provide for the qualification issuance of Additional Securities (in accordance with the limitations set forth in this Indenture under the TIAIndenture); (7) to add to the covenants of the Issuer or a Guarantor Company for the benefit of the Holders or to surrender any right or power herein conferred upon the Issuer Company or a Guarantor with respect to the Notesany Subsidiary Guarantor; (8) to provide for the issuance of Additional Notes in accordance with the provisions set forth in this Indenture; (9) to mortgage, pledge, hypothecate or grant any other Lien in favor of the Collateral Agent or Trustee for the benefit of the Holders as additional security for the payment and performance of all or any portion of the obligations under the Notes and this Indenture in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a Lien is required to be granted to or for the benefit of the Trustee or the Collateral Agent pursuant to this Indenture, any of the Security Documents or otherwise; (10) to add or remove Secured Parties (or any agent acting on their behalf) to or from any Security Documents or 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 (11) to make any other change that does not materially adversely affect the rights of any Holder hereunderunder any Note Document in any material respect; provided, however, that any change to this Indenture to conform it to the Description of the Notes shall not be deemed to adversely affect such rights; (9) to make, complete or confirm any grant of Collateral permitted or required by this Indenture or any of the Note Documents establishing Parity Liens; or (10) to conform the text of this Indenture, the Subsidiary Guarantees or the other Note Documents (a) to any provision in the Description of the Notes to the extent that such text constitutes an unintended conflict with, or is inconsistent with, the description of the corresponding provision in the Description of the Notes or (b) as may be necessary or advisable to preserve and confirm the relative priorities of the Secured Debt Documents as such priorities are contemplated by and set forth in the Intercreditor Agreement, in each case as described in an Officers’ Certificate. The In addition, the Intercreditor Agreement and the Collateral Trust Agreement may be amended in accordance with their terms and without the consent of any Holder, the Trustee is hereby authorized to join or the Collateral Trustee with the Issuer consent of the parties thereto or otherwise in accordance with their terms, including to add additional Indebtedness as Priority Lien Debt, Parity Lien Debt or Junior Lien Debt and add other parties (or any authorized agent thereof or trustee therefor) holding such Indebtedness thereto and to establish that the Guarantors Liens on any Collateral securing such Indebtedness shall rank equally with (or junior to) the Liens on such Collateral securing the other Priority Lien Debt, Parity Lien Debt or Junior Lien Debt, as applicable, then outstanding, in each case to the execution of any supplemental indenture authorized or extent permitted by the terms applicable Secured Debt Documents. After an amendment under this Section becomes effective, the Company shall mail or otherwise deliver in accordance with the applicable procedures of this Indenture and DTC to make Securityholders a notice briefly describing such amendment. The failure to give such notice to all Securityholders, or any further appropriate agreements and stipulations which may be therein containeddefect therein, but the Trustee shall not be obligated to enter into any such supplemental indenture which adversely affects its own rights, duties impair or immunities affect the validity of an amendment under this IndentureSection.

Without Consent of Holders. The Issuer (a) Notwithstanding Section 8.02, the Issuers, the Guarantors and the Trustee (or in the case of the Security Documents, the Collateral Agent) may amend, waive amend or supplement this Indenture, the Security Documents, the Note Guarantees Indenture or the Notes without prior notice to or the consent of any Holder: (1) to provide for the assumption of the Issuer’s cure any ambiguity, defect or a Guarantor’s obligations to the Holders pursuant to Section 5.01inconsistency; (2) 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); (3) to cure any ambiguity, defect provide for the assumption of an Issuer’s or inconsistencya Guarantor’s obligations to the Holders in the case of a merger or consolidation or sale of all or substantially all of such Issuer’s or Guarantor’s properties or assets; (4) to add Note Guarantees with respect make any change that would provide any additional rights or benefits to the Notes Holders or to secure that does not adversely affect the Noteslegal rights of any Holder under this Indenture in any material respect; (5) to release any Guarantor from any of its obligations under its Note Guarantee secure the Notes or this Indenture (the Subsidiary Guarantees pursuant to the extent permitted by this Indenture)requirements of Section 4.12 or otherwise; (6) to qualify or maintain the qualification of this Indenture under the TIA; (7) to add to the covenants of the Issuer or a Guarantor for the benefit of the Holders or to surrender any right or power herein conferred upon the Issuer or a Guarantor with respect to the Notes; (8) to provide for the issuance of Additional Notes in accordance with the provisions limitations set forth in this Indenture; (7) to add any additional Guarantor or otherwise provide for a guarantee of the Notes or to evidence the release of any Guarantor from its Subsidiary Guarantee, in each case, as provided in this Indenture; (8) at the Company’s election, to comply with requirements of the 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); (9) to mortgage, pledge, hypothecate evidence or grant any other Lien in favor of the Collateral Agent or Trustee provide for the benefit acceptance of the Holders as additional security for the payment and performance of all or any portion of the obligations appointment under the Notes and this Indenture in any property or assets, including any which are required of a successor Trustee with respect to be mortgaged, pledged or hypothecated, or in which a Lien is required to be granted to or for the benefit of the Trustee or the Collateral Agent pursuant to this Indenture, any of the Security Documents or otherwiseNotes; (10) to add or remove Secured Parties (or any agent acting on their behalf) to or from any Security Documents or to release Collateral from conform the Lien text of this Indenture and or the Security Documents when permitted or required by Notes to any provision of the Security Documents or this Indenturesection entitled “Description of notes” in the Offering Memorandum; or (11) to make provide for the reorganization of the Company as any other change that does not materially adversely affect form of entity in accordance with Section 5.01(c). (b) Upon the rights request of any Holder hereunder. The the Issuers, and upon receipt by the Trustee is hereby authorized to of the documents described in Section 8.06, 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 which that may be therein contained, but the Trustee shall not be obligated to enter into any such amended or supplemental indenture which adversely that affects its own rights, duties or immunities under this IndentureIndenture or otherwise.

Without Consent of Holders. The Issuer Company and the Trustee (or in the case of the Security Documents, the Collateral Agent) may amend, waive amend or supplement this Indenture, the Security Documents, the Note Guarantees Indenture or the Notes Securities without prior notice to or the consent of any Holder: (1i) to provide for the assumption of the Issuer’s or a Guarantor’s obligations to the Holders pursuant to comply with Article V and Section 5.0110.10; (2ii) to add guarantees, or to secure the obligations of the Company, with respect to the Securities; (iii) to surrender any of the Company’s rights or powers under the Indenture (including, but not limited to, conversion settlement options, in accordance with Article X); (iv) to add to the covenants of the Company in this Indenture, or to add any Event of Default, for the benefit of Holders; (v) to cure any ambiguity or correct any inconsistency in the Indenture; (vi) as permitted by Sections 2.01 and 3.01 of the Base Indenture; (vii) to evidence the acceptance of appointment by a successor trustee in accordance with Article VI of the Base Indenture; (viii) to provide for 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 Internal Revenue Code, or in a manner such that the uncertificated Securities are described in Section 163(f)(2)(B) of the Internal Revenue Code; (3ix) to cure any ambiguityconform, defect or inconsistency; (4) to add Note Guarantees with respect to as necessary, the Notes or to secure the Notes; (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 qualify or maintain the qualification of this Indenture under the TIA; (7) to add to the covenants of the Issuer or a Guarantor for the benefit of the Holders or to surrender any right or power herein conferred upon the Issuer or a Guarantor with respect to the Notes; (8) to provide for the issuance of Additional Notes in accordance with the provisions set forth in this Indenture; (9) to mortgage, pledge, hypothecate or grant any other Lien in favor of the Collateral Agent or Trustee for the benefit of the Holders as additional security for the payment and performance of all or any portion of the obligations under the Notes and this Indenture in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a Lien is required to be granted to or for the benefit of the Trustee or the Collateral Agent pursuant to this Indenture, any of the Security Documents or otherwise; (10) to add or remove Secured Parties (or any agent acting on their behalf) to or from any Security Documents or to release Collateral from the Lien of this Indenture and the Security Documents when permitted form or required by terms of the Security Documents or this IndentureSecurities to the description thereof contained under the caption “Description of the Debentures” in the prospectus supplement, dated October 21, 2009, of the Company in the form filed with the Commission on October 23, 2009 (File No. 333-160214); orand (11x) to make any other change changes to the Indenture or forms or terms of the Securities, provided that does not materially adversely affect the rights of any Holder hereunder. The Trustee is hereby authorized to join with the Issuer and the Guarantors no such change, individually or in the execution aggregate with all other such changes, has or will have a material adverse effect on the interests of any supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations which may be therein contained, but the Trustee shall not be obligated to enter into any such supplemental indenture which adversely affects its own rights, duties or immunities under this IndentureHolders.

Without Consent of Holders. The Issuer Issuer, the Guarantors and the Trustee (or in the case of the Security Documents, the Collateral Agent) may amend, waive amend or supplement this Indenture, the Security DocumentsNotes, the Note Guarantees or the Notes Collateral Documents without prior notice to or consent or vote of any HolderHolder for the following purposes: (1) to provide for the assumption of the Issuer’s or a Guarantor’s obligations to the Holders pursuant to Section 5.01; (2) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3) to cure any ambiguity, omission, defect or inconsistency; (42) to add Note Guarantees comply with respect to the Notes or to secure the NotesSection 5.01; (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 qualify or maintain the qualification of this Indenture under the TIA; (73) to add to the covenants of the Issuer or a Guarantor the Guarantors for the benefit of the Holders or Holders; (4) to surrender any right or power herein conferred upon the Issuer or a Guarantor with respect to the NotesGuarantors; (8) 5) to evidence and provide for the acceptance of an appointment by a successor Trustee or collateral agent; (6) 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 any guarantee of the Notes in accordance with or any lien securing the provisions set forth in Obligations under the Notes when such release, termination or discharge is permitted by this Indenture; (9) to mortgage, pledge, hypothecate or grant any other Lien in favor of the Collateral Agent or Trustee for the benefit of the Holders as additional security for the payment and performance of all or any portion of the obligations under the Notes and this Indenture in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a Lien is required to be granted to or for the benefit of the Trustee or the Collateral Agent pursuant to this Indenture, any of the Security Documents or otherwise; (10) to add or remove Secured Parties (or any agent acting on their behalf) to or from any Security Documents or 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 (117) to make any other change that does not materially adversely affect the legal rights or interests of the Holders; (8) to comply with any applicable requirements of the SEC, including in connection with any required qualification of this Indenture under the U.S. Trust Indenture Act of 1939, as amended; (9) to make, complete or confirm any grant of Collateral permitted or required by this Indenture or any of the Collateral Documents, or any release of Collateral pursuant to the terms of this Indenture or any of the Collateral Documents; (10) to add additional assets as Collateral; (11) to amend the Collateral Documents in a manner that does not adversely affect the legal rights or interest of the Holders or contradict the terms hereof, or otherwise to amend any Collateral Document in accordance with the terms thereof; or (12) to provide for the issuance of Notes, related guarantees thereof and liens securing Notes. provided that the Company has delivered to the Trustee an Officers’ Certificate and Opinion of Counsel stating that such amendment or supplement complies with the provisions of this Section 9.01. No Holder’s consent is required to amend, modify, supplement, join or enter into any Intercreditor Agreement or other subordination agreement expressly permitted under this Indenture (i) to contemplate any obligations secured on a senior, pari passu or junior basis to the Liens securing the Obligations or that are senior, pari passu or subordinated to the Obligations, in each case, that are expressly permitted under this Indenture (including for the purpose of adding the holders of any Holder hereundersuch obligations (or a representative with respect thereto) as parties thereto) (it being understood that any such amendment, modification, supplement or joinder may make such other changes to the applicable Intercreditor Agreement or subordination agreement as, in the good faith determination of Parent, are required to effectuate the foregoing; provided that such other changes do not adversely affect the legal rights or interests of the Holders or contradict the terms hereof) or (ii) that is expressly permitted by the terms of any Intercreditor Agreement or subordination agreement; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Trustee or the Collateral Agent hereunder or under the Notes or any other Collateral Document without the prior written consent of the Trustee and the Collateral Agent, as applicable. The Upon the written request of the Company and upon receipt by the Trustee is hereby authorized to of the documents described in Section 9.05, the Trustee shall join with the Issuer and the Guarantors in the execution of any supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations which may be therein contained, but the Trustee shall not be obligated to enter into any such supplemental indenture which adversely affects its own rights, duties or immunities under this IndentureIndenture or otherwise. The Issuer and each Guarantor must consent to any amendment or supplement hereunder.

Without Consent of Holders. The Issuer Notwithstanding Section 9.02 of this Indenture, the Company and the Trustee (or in the case of the Security Documentsmay, the Collateral Agent) may amendfrom time to time, waive amend or supplement this Indenture, the Security DocumentsNotes, the Note Guarantees or the Notes Collateral Documents without prior notice to or the consent of any HolderHolder and the Collateral Agent may amend the Priority Intercreditor Agreement without the consent of any Holder to: (1a) to provide for the assumption of the Issuer’s cure any ambiguity, defect or a Guarantor’s obligations to the Holders pursuant to Section 5.01inconsistency; (2b) to provide for uncertificated Notes in addition to or in place of certificated Definitive Notes; (3c) provide for the assumption of the Issuers' or any Guarantor's Obligations to cure the Holders in the case of a merger or consolidation pursuant to Articles 5 or 12 hereof or a sale of all or substantially all of the Issuers' or any ambiguity, defect or inconsistencyGuarantor's property; (4d) to add Note Guarantees with respect to the Notes provide for additional Guarantors as set forth in Section 4.17 or to secure provide for the Notesrelease of a Guarantor pursuant to Section 12.03; (5e) to release make any Guarantor from change that would provide any of its obligations under its Note Guarantee additional rights or this Indenture (benefits to the extent permitted by this Indenture)Holders or that does not adversely affect the rights hereunder of any Holder; (6f) comply with requirements of the SEC in order to qualify effect or maintain the qualification of this Indenture under the TIA;; or (7g) to add to amend the covenants of the Issuer or a Guarantor for the benefit of the Holders or to surrender any right or power herein conferred upon the Issuer or a Guarantor with respect to the Notes; (8) to provide for the issuance of Additional Notes Priority Intercreditor in accordance with the provisions terms set forth on Annex A hereto in this Indenture; (9) order to mortgage, pledge, hypothecate add the Representative of any First Priority Pari Passu Indebtedness that is secured by a Lien on all or grant any other Lien in favor part of the Collateral Agent or Trustee for Collateral. Upon the benefit request of the Holders as additional security for Issuers accompanied by a Board Resolution authorizing the payment execution of any such amended or supplemental Indenture, and performance of all or any portion upon receipt by the Trustee of the obligations under the Notes and this Indenture documents described in any property or assetsSection 7.02 hereof, including any which are required to be mortgaged, pledged or hypothecated, or in which a Lien is required to be granted to or for the benefit of the Trustee or the Collateral Agent pursuant to this Indenture, any of the Security Documents or otherwise; (10) to add or remove Secured Parties (or any agent acting on their behalf) to or from any Security Documents or 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 (11) to make any other change that does not materially adversely affect the rights of any Holder hereunder. The Trustee is hereby authorized to shall join with the Issuer and the Guarantors Issuers 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 which that may be therein contained, but the Trustee shall not be obligated to enter into any such amended or supplemental indenture which adversely Indenture that affects its own rights, duties or immunities under this IndentureIndenture or otherwise.

Without Consent of Holders. The Issuer Notwithstanding Section 9.02 of this Indenture, without the consent of any Holder, the Issuers, the Guarantors, the Trustee and the Collateral Trustee (or in the case of the Security Documents, the Collateral Agent) may amend, waive amend or supplement this Indenture, the Security DocumentsNotes, the Note Guarantees or and the Notes without prior notice to or consent of any HolderSecurity Documents: (1) to provide for the assumption of the Issuer’s cure any ambiguity, defect or a Guarantor’s obligations to the Holders pursuant to Section 5.01inconsistency; (2) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3) to cure any ambiguity, defect provide for the assumption of an Issuer’s or inconsistencya Guarantor’s obligations to Holders of Notes and Note Guarantees by a successor to an Issuer’s or such Guarantor pursuant to Article 5 or Article 10 hereof; (4) to add Note Guarantees with respect make any change that would provide any additional rights or benefits to the Notes Holders or to secure that does not adversely affect the Noteslegal rights hereunder of any such Holder; (5) to release make, complete or confirm any Guarantor from any grant of its obligations under its Note Guarantee Collateral permitted or required by this Indenture (or any Security Document or to evidence the extent permitted by release, termination or discharge of any Collateral or Security Documents or Note Guarantees in accordance with the terms of this Indenture)Indenture or the Security Documents; (6) to qualify enter into additional or maintain the qualification of this Indenture under the TIAsupplemental Security Documents or otherwise provide additional Collateral; (7) to add to provide for the covenants issuance of Additional Securities in accordance with the limitations set forth in this Indenture as of the Issuer or date hereof; (8) to allow any Guarantor to execute a Guarantor for the benefit of the Holders or to surrender any right or power herein conferred upon the Issuer or supplemental indenture and/or a Guarantor Note Guarantee with respect to the Notes; (8) 9) to evidence and provide for the issuance acceptance of Additional Notes in accordance with the provisions set forth in this Indenture; (9) to mortgage, pledge, hypothecate or grant any other Lien in favor of the Collateral Agent or Trustee for the benefit of the Holders as additional security for the payment and performance of all or any portion of the obligations under the Notes and this Indenture in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which appointment hereunder by a Lien is required to be granted to or for the benefit of the Trustee or the Collateral Agent successor trustee pursuant to this Indenture, any the requirements of the Security Documents or otherwise; (10) to add or remove Secured Parties (or any agent acting on their behalf) to or from any Security Documents or 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 (1110) to make any other change that does not materially adversely affect provide for the rights release of any Holder hereunder. The Trustee a Guarantee of the Notes by a Restricted Subsidiary of either Issuer which release is hereby authorized to join with the Issuer and the Guarantors in the execution of any supplemental indenture authorized or otherwise permitted by the terms of under this Indenture and to make any further appropriate agreements and stipulations which may be therein contained, but the Trustee shall would not be obligated to enter into any such supplemental indenture which adversely affects its own rights, duties result in a Default or immunities under this IndentureEvent of Default.

Without Consent of Holders. The Issuer Company, any Guarantors and the Trustee (or in the case of the Security DocumentsTrustee, the Collateral Agent) together, may amend, waive amend or supplement this Indenture, the Security Documents, the Note Guarantees Securities or the Notes any Guarantee without prior notice to or consent of any HolderSecurityholder: (1) to provide for the assumption of the Issuer’s or a Guarantor’s obligations to the Holders pursuant to Section 5.01; (2) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3i) to cure any ambiguity, 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; (4ii) to add Note Guarantees evidence the succession in accordance with respect Article Five of another Person to the Notes or to secure Company and the Notesassumption by any such successor of the covenants of the Company herein and in the Securities; (5iii) to release any Guarantor from any provide for uncertificated Securities in addition to or in place of its obligations under its Note Guarantee or this Indenture (to the extent permitted by this Indenture)certificated Securities; (6iv) to qualify or maintain make any other change that does not, in the good faith determination of the Board of Directors of the Company, adversely affect the rights of any Securityholders hereunder in any material respect; (v) to comply with any requirements of the Commission in connection with the qualification of this Indenture under the TIA; (7vi) subject to add to the covenants of the Issuer or a Guarantor for the benefit of the Holders or to surrender any right or power herein conferred upon the Issuer or a Guarantor with respect to the Notes; (8) to provide for the issuance of Additional Notes in accordance with the provisions set forth in this Indenture; (9) to mortgageSection 9.02, pledge, hypothecate or grant any other Lien in favor of the Collateral Agent or Trustee for the benefit of the Holders as additional security for the payment and performance of all or any portion of the obligations under the Notes and this Indenture in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a Lien is required to be granted to or for the benefit of the Trustee or the Collateral Agent pursuant to this Indenture, any of the Security Documents or otherwise; (10) to add or remove Secured Parties (or release any agent acting on their behalf) Guarantor pursuant to or from any Security Documents or to release Collateral from the Lien terms of this Indenture and the Security Documents when permitted or required by the Security Documents or this Indenture; or (11vii) to make provide for issuance of the Exchange Notes, which will have terms substantially identical in all material respects to the Initial Notes (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 terms Initial Notes and Exchange Notes, shall include any other change Securities issued in accordance with clause (iii) of the fourth paragraph of Section 2.02 or Securities issued in exchange therefor which are identical in all material respects to such Securities (except that does not materially adversely affect the rights transfer restrictions on the Securities issued in exchange for Securities issued in accordance with clause (iii) of any Holder hereunder. The the fourth paragraph of Section 2.02 shall be modified or eliminated, as appropriate); provided that the Company has delivered to the Trustee is hereby authorized to join an Opinion of Counsel and an Officers’ Certificate, each stating that such amendment or supplement complies with the Issuer and the Guarantors in the execution of any supplemental indenture authorized or permitted by the terms provisions of this Indenture and to make any further appropriate agreements and stipulations which may be therein contained, but the Trustee shall not be obligated to enter into any such supplemental indenture which adversely affects its own rights, duties or immunities under this IndentureSection 9.01.

Without Consent of Holders. The Issuer (a) Notwithstanding Section 9.02, without the consent of any Holder, the Company, the Guarantors and the Trustee (or in the case of the Security Documents, the Collateral Agent) may amend, waive amend or supplement this Indenture, the Security Documents, Notes or the Note Guarantees or the Notes without prior notice to or consent of any Holderto: (1) to provide for the assumption of the Issuer’s cure any ambiguity, defect or a Guarantor’s obligations to the Holders pursuant to Section 5.01inconsistency; (2) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3) provide for the assumption of the Company’s or a Guarantor’s obligations to cure any ambiguityholders of Notes and Note Guarantees in the case of a merger or consolidation or disposition of all or substantially all of the Company’s or such Guarantor’s properties or assets, defect or inconsistencyas applicable; (4) to add Note Guarantees with respect make any change that would provide any additional rights or benefits to the holders of Notes or that does not adversely affect the legal rights under this Indenture of any holder of Notes, including to secure comply with requirements of the NotesSEC or DTC in order to maintain the transferability of the Notes pursuant to Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”); (5) to release any Guarantor from any conform the text of its obligations under its Note Guarantee or this Indenture (to the extent permitted by this Indenture), the Notes or the Note Guarantees to any provision of the “Description of notes” section of the Offering Memorandum as evidenced in an Officers’ Certificate; (6) to qualify or maintain the qualification of this Indenture under the TIA; (7) to add to the covenants of the Issuer or a Guarantor for the benefit of the Holders or to surrender any right or power herein conferred upon the Issuer or a Guarantor with respect to the Notes; (8) to provide for the issuance of Additional Notes in accordance with the provisions limitations set forth in this Indenture as of the Issue Date; (7) secure the Notes or the Note Guarantees pursuant to the requirements of Section 4.10 hereof; (8) add any additional Guarantor or to evidence the release of any Guarantor from its Note Guarantee, in each case as provided in this Indenture; (9) to mortgage, pledge, hypothecate or grant any other Lien in favor add covenants of the Collateral Agent Company and its Restricted Subsidiaries or Trustee Events of Default for the benefit of Holders or to make changes that would provide additional rights to the Holders as additional security for or to surrender any right or power conferred upon the payment and performance of all Company or any portion of the obligations under the Notes and this Indenture in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a Lien is required to be granted to or for the benefit of the Trustee or the Collateral Agent pursuant to this Indenture, any of the Security Documents or otherwise;Guarantor; or (10) to add evidence or remove Secured Parties (or any agent acting on their behalf) to or from any Security Documents or to release Collateral from provide for the Lien acceptance of appointment under this Indenture of a successor Trustee. (b) Upon the request of the Company, and the Security Documents when permitted or required upon receipt by the Security Documents or this Indenture; or (11) to make any other change that does not materially adversely affect Trustee of the rights of any Holder hereunder. The documents described in Section 12.04, the Trustee is hereby authorized to 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 which that may be therein contained, but the Trustee shall not be obligated to enter into any such amended or supplemental indenture which adversely that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, no Opinion of Counsel 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 C, and delivery of an Officers’ Certificate.

Without Consent of Holders. The Issuer Company and any Guarantors, when authorized by a Board Resolution of each of them, and the Trustee (Trustee, when an Officers' Certificate is provided stating that such amendment or in supplement complies with the case provisions of the Security Documentsthis Section 8.01, the Collateral Agent) may amend, waive or supplement this Indenture, the Security Documents, the Note Guarantees Indenture or the Notes without prior notice to or consent of any Holder: (1) to provide for the assumption of the Issuer’s or a Guarantor’s obligations to the Holders pursuant to comply with Section 5.015.01 hereof; (2) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3) to comply with any requirements of the Commission under the TIA; (4) to cure any ambiguity, defect or inconsistency; (45) to add Note Guarantees with respect to the Notes or to secure the Notes; (5) to release any Guarantor from any of its obligations under its Note Guarantee or this Indenture (to the extent permitted by this Indenture)a Guarantor; (6) to qualify provide for the issuance of the Exchange Securities or the Private Exchange Securities in accordance with Section 2.01 hereof in a manner that does not adversely affect the rights of any Holder; (7) to provide for the assumption of the Company's or a Guarantor's obligations to Holders in the event of a merger or consolidation in accordance with the terms of this Indenture; (8) in reliance on an Opinion of Counsel, to make any other change that does not adversely affect the rights of any Holders hereunder in any material respect; or (9) to comply with the requirements of the Commission to effect or maintain the qualification of this Indenture under the TIA; (7) to add to the covenants of the Issuer or a Guarantor for the benefit of the Holders or to surrender any right or power herein conferred upon the Issuer or a Guarantor with respect to the Notes; (8) to provide for the issuance of Additional Notes in accordance with the provisions set forth in this Indenture; (9) to mortgage, pledge, hypothecate or grant any other Lien in favor of the Collateral Agent or Trustee for the benefit of the Holders as additional security for the payment and performance of all or any portion of the obligations under the Notes and this Indenture in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a Lien is required to be granted to or for the benefit of the Trustee or the Collateral Agent pursuant to this Indenture, any of the Security Documents or otherwise; (10) to add or remove Secured Parties (or any agent acting on their behalf) to or from any Security Documents or 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 (11) to make any other change that does not materially adversely affect the rights of any Holder hereunder. The Trustee is hereby authorized to join with the Issuer Company and the any Guarantors in the execution of any supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations which may be therein contained, but the Trustee shall not be obligated to enter into any such supplemental indenture which adversely affects its own rights, duties or immunities under this Indenture.

Without Consent of Holders. The Issuer (a) Notwithstanding Section 9.02, the Issuers, any Guarantor (with respect to a Guarantee to which it is a party) and the Trustee (or in the case of the Security Documents, and the Collateral Agent) , as applicable, may amend, waive amend or supplement this Indenture, any Guarantee, the Notes or the Security Documents, Documents without the Note Guarantees or the Notes without prior notice to or consent of any Holder: (1) to provide for the assumption of the Issuer’s cure any ambiguity, omission, mistake, defect or a Guarantor’s obligations to the Holders pursuant to Section 5.01inconsistency; (2) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3) to cure any ambiguity, defect or inconsistencycomply with Section 5.01 and Section 4.15; (4) to add Note Guarantees with respect provide for the assumption of the Issuers’ or any Guarantor’s obligations to the Notes or to secure the NotesHolders; (5) to release make any Guarantor from change that would provide any of its obligations additional rights or benefits to the Holders or that does not materially adversely affect (as determined in good faith by the Company) the legal rights under its Note Guarantee or this Indenture (to the extent permitted by this Indenture)of any such Holder; (6) to qualify or maintain the qualification of this Indenture under the TIA; (7) to add to the covenants of the Issuer or a Guarantor for the benefit of the Holders or to surrender any right or power herein conferred upon the Issuer Issuers or any Guarantor; (7) 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 be qualified under the Trust Indenture Act); (8) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee or under the Security Documents of a successor Collateral Agent thereunder, pursuant to the requirements thereof; (9) to add a Guarantor or co-obligor under this Indenture or to release a Guarantor in accordance with respect the terms of this Indenture; (10) to conform the text of this Indenture, the Security Documents, Guarantees or the Notes to any provision of the “Description of the Notes” contained in the Offering Memorandum to the extent that such provision in this “Description of the Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Security Documents, the Guarantees or the Notes, as provided to the Trustee in an Officer’s Certificate; (11) 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 that (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; (8) 12) to provide for the issuance of Additional Notes in accordance with the provisions set forth in terms of this Indenture; (913) to mortgagesecure the Notes and/or the related Guarantees or to confirm and evidence the release, pledgetermination, hypothecate discharge or grant 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 or the Security Documents; or (14) to provide for the accession of any parties to the Security Documents (and other amendments that are administrative or ministerial in nature) in connection with an incurrence of additional First Lien in favor Obligations or Second Lien Obligations permitted by this Indenture and to provide for an intercreditor agreement with creditors for whom a junior lien on the Collateral is to be granted. (b) Upon the request of the Collateral Agent or Trustee for the benefit of the Holders as additional security for the payment Company, and performance of all or any portion of the obligations under the Notes and this Indenture in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a Lien is required to be granted to or for the benefit of upon receipt by the Trustee or the Collateral Agent pursuant to this Indenture, any of the Security Documents documents described in Section 12.04, the Trustee or otherwise; (10) to add or remove Secured Parties (or any agent acting on their behalf) to or from any Security Documents or to release the Collateral from the Lien of this Indenture and the Security Documents when permitted or required by the Security Documents or this Indenture; or (11) to make any other change that does not materially adversely affect the rights of any Holder hereunder. The Trustee is hereby authorized to Agent shall join with the Issuer Company and the Guarantors in the execution of any amended or supplemental indenture or amendment to the Notes or the Security Documents authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations which that may be therein contained, but neither the Trustee nor the Collateral Agent shall not be obligated to enter into any such supplemental indenture which adversely amendment that affects its own rights, duties or immunities under this IndentureIndenture or otherwise.

Without Consent of Holders. The Issuer Company and the Trustee (or in Guarantors, when authorized by a Board Resolution, and the case of the Security DocumentsTrustee, the Collateral Agent) together, may amend, waive amend or supplement this Indenture, the Security Documents, the Note Guarantees Notes or the Notes Guarantees without prior notice to or consent of any Holder: (1) to provide for cure any ambiguity, defect or inconsistency; provided that such amendment or supplement does not in the assumption opinion of the Issuer’s or a Guarantor’s obligations to Trustee (which may be based on such opinions and certificates as it deems advisable) adversely affect the Holders pursuant to Section 5.01rights of any Holder in any material respect; (2) to comply with Article Five or Section 4.14; (3) to provide for uncertificated Notes or Guarantees in addition to or in place of certificated Notes; (3) to cure any ambiguity, defect Notes or inconsistencyGuarantees; (4) to add Note Guarantees comply with respect any requirements of the SEC in order to the Notes or to secure the Notes; (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 qualify effect or maintain the qualification of this Indenture under the TIA; (75) to add make any change that would provide any additional benefit or rights to the covenants of the Issuer or a Guarantor for the benefit of the Holders or to surrender any right or power herein conferred upon the Issuer or a Guarantor with respect to the NotesHolders; (8) 6) to provide for the issuance of Additional the Exchange Notes, which will have terms substantially identical in all material respects to the Initial Notes (except that the transfer restrictions contained in accordance the Initial Notes will be modified or eliminated, as appropriate), and which will be treated together with the provisions set forth in this Indenture; (9) to mortgage, pledge, hypothecate or grant any other Lien in favor outstanding Initial Notes as a single issue of the Collateral Agent or Trustee for the benefit of the Holders as additional security for the payment and performance of all or any portion of the obligations under the Notes and this Indenture in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a Lien is required to be granted to or for the benefit of the Trustee or the Collateral Agent pursuant to this Indenture, any of the Security Documents or otherwise; (10) to add or remove Secured Parties (or any agent acting on their behalf) to or from any Security Documents or to release Collateral from the Lien of this Indenture and the Security Documents when permitted or required by the Security Documents or this Indenturesecurities; or (117) to make any other change that does not materially adversely affect in any material respect the rights of any Holder Holders hereunder; provided that the Company has delivered to the Trustee an Opinion of Counsel and an Officers' Certificate stating that such amendment or supplement complies with the provisions of this Section 9.01. The Notwithstanding the foregoing, in formulating its opinion in regards to Section 9.01(1) or (7) the Trustee is hereby authorized entitled to join with the Issuer and the Guarantors in the execution rely on such evidence as it deems appropriate, including, without limitation, solely on an Opinion of any supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations which may be therein contained, but the Trustee shall not be obligated to enter into any such supplemental indenture which adversely affects its own rights, duties or immunities under this IndentureCounsel.

Without Consent of Holders. The Issuer and the Trustee (or in the case a) For purposes of the Security DocumentsNotes only, and not for purposes of any other Securities, the Collateral Agentenumerated clauses (1) may amendthrough (15) in Section 9.01 of the Base Indenture shall be amended and restated as follows and, waive or supplement this Indentureas so amended and restated, shall apply to the Security Documents, the Note Guarantees or the Notes without prior notice to or consent of any HolderNotes: (1) to provide for evidence the assumption by another Person of the Issuer’s or a GuarantorCompany’s obligations to under the Holders pursuant to Indenture and the Securities in accordance with Section 5.015.01 of the Indenture; (2) add to the covenants of the Company for the benefit of the Holders or surrender any right or power conferred upon the Company in the Indenture or the Securities; (3) add additional Events of Default for the benefit of the Holders; (4) provide for uncertificated Notes Securities in addition to or in place of certificated Notes; (3) to cure any ambiguitySecurities, defect or inconsistency; (4) to add Note Guarantees with respect to the Notes or to secure provide for the Notesissuance of bearer notes (with or without coupons); (5) to release provide any Guarantor from security for, or add any of its obligations under its Note Guarantee or this Indenture (to additional obligors on, the extent permitted by this Indenture)Securities; (6) evidence and provide for the acceptance of appointment by a successor Trustee with respect to qualify the Securities, and add to or change any provision as shall be necessary to provide for or facilitate the administration of the trusts by more than one Trustee; (7) comply with the requirements of the SEC in order to effect or maintain the qualification of this the Indenture under the TIA; (78) cure any ambiguity or correct or supplement any provision of the Indenture or the Securities which may be defective or inconsistent with any other provision of the Indenture or the Securities, provided that such action shall not adversely affect the interests of the Holders of the Securities in any material respect as determined in good faith by the Company; (9) to add conform any provision in the Indenture to the covenants requirements of the Issuer TIA; (10) add circumstances under which the Company will pay additional interest on the Securities; (11) add to, change, or a Guarantor for eliminate any provisions of the Indenture; provided that any such addition, change or elimination shall (A) neither (i) apply to any Securities created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision nor (ii) modify the Holders or to surrender rights of the Holder of any right or power herein conferred upon the Issuer or a Guarantor such Securities with respect to such provision or (B) become effective only when there are no outstanding Securities; (12) establish the form or terms of the Securities as permitted under the Indenture; (13) provide for the issuance of any additional Securities under the Indenture; (14) comply with the rules or regulations of any securities exchange or automated quotation system on which any of the Securities may be listed or traded; (15) conform the text of the Indenture or the Notes to any provision of the “Description of the Notes” in the prospectus supplement, dated as of May 7, 2020, relating to the offering of the Notes, or of the “Description of Debt Securities” in the prospectus, dated as of March 27, 2020, related to the offering of the Notes; (8) 16) supplement any provision to provide for such extent as shall be necessary to permit or facilitate the issuance defeasance and discharge of Additional Notes the Securities in accordance with the provisions set forth Indenture, provided that such action shall not adversely affect the interest of the Holders of the Securities in this Indentureany material respect; (917) to mortgage, pledge, hypothecate or grant implement any other Lien in favor of the Collateral Agent or Trustee for the benefit of the Holders as additional security for the payment and performance of all Three-Month Term SOFR Conventions or any portion of the obligations under the Notes Benchmark Transition provisions after a Benchmark Transition Event and this Indenture in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, its related Benchmark Replacement Date have occurred (or in which a Lien is required to be granted to or for the benefit of the Trustee or the Collateral Agent pursuant to this Indenture, any of the Security Documents or otherwise; (10) to add or remove Secured Parties (or any agent acting on their behalf) to or from any Security Documents or to release Collateral from the Lien of this Indenture and the Security Documents when permitted or required by the Security Documents or this Indentureanticipation thereof); or (1118) to make any other change that does not materially adversely affect the rights interests of the Holders of the applicable Securities in any Holder hereunder. The Trustee is hereby authorized to join with the Issuer and the Guarantors in the execution of any supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations which may be therein contained, but the Trustee shall not be obligated to enter into any such supplemental indenture which adversely affects its own rights, duties or immunities under this Indenturematerial respect.”

Without Consent of Holders. Section 9.1 of the Base Indenture shall be amended and restated in its entirety and replaced with the following: The Issuer Company and the Trustee (or in the case of the Security Documents, the Collateral Agent) may amend, waive amend or supplement this Indenture, the Security Documents, the Note Guarantees Indenture or the Notes Securities without prior notice to or the consent of any HolderHolder of Securities: (1) to provide for the assumption of the Issuer’s cure any ambiguity, omission, mistake, defect or a Guarantor’s obligations to the Holders pursuant to Section 5.01inconsistency; (2) to provide for uncertificated Notes Securities in addition to or in place of certificated NotesSecurities; (3) to cure any ambiguity, defect provide for the assumption of the Company’s obligations to Holders of Securities in accordance with the Indenture in the case of a merger or inconsistencyconsolidation or sale of all or substantially all of the Company’s properties or assets; (4) to add Note Guarantees with respect make any change that would provide any additional rights or benefits to the Notes Holders of Securities or to secure that does not materially, in the Notesgood faith determination of the Board of Directors of the Company, adversely affect the legal rights under the Indenture of any such Holder; (5) to release any Guarantor from any comply with requirements of its obligations the Commission in order to effect or maintain the qualification of the Indenture under its Note Guarantee or this the Trust Indenture (to the extent permitted by this Indenture)Act; (6) to qualify or maintain the qualification of this Indenture under the TIA; (7) to add to the covenants of the Issuer or a Guarantor for the benefit of the Holders or to surrender any right or power herein conferred upon the Issuer or Company; (7) to evidence and provide for the acceptance of appointment by a Guarantor with respect to the Notessuccessor Trustee; (8) to comply with the rules of any applicable securities depositary; (9) to add a Guarantor of the Securities; (10) to secure the Securities; (11) to provide for the issuance of Additional Notes Securities in accordance with the provisions set forth in this Indenture; (9) to mortgage, pledge, hypothecate or grant any other Lien in favor of the Collateral Agent or Trustee for the benefit of the Holders as additional security for the payment and performance of all or any portion of the obligations under the Notes and this Indenture in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a Lien is required to be granted to or for the benefit of the Trustee or the Collateral Agent pursuant to this Indenture, any of the Security Documents or otherwise; (10) to add or remove Secured Parties (or any agent acting on their behalf) to or from any Security Documents or 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 (1112) to make conform the Indenture or the Securities to the “Description of the Notes” section in the Prospectus Supplement, to the extent any other change that does provision of the Indenture or the Securities is expressly inconsistent with any provision of the “Description of the Notes”. After an amendment becomes effective, the Company is required to deliver to the Holders of each Security affected thereby a notice briefly describing such amendment. However, the failure to give such notice to all the Holders of each Security affected thereof, or any defect therein, will not materially adversely impair or affect the rights validity of any Holder hereunder. The Trustee is hereby authorized to join with the Issuer and the Guarantors in the execution of any amendment or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations which may be therein contained, but the Trustee shall not be obligated to enter into any such supplemental indenture which adversely affects its own rights, duties or immunities under this IndentureSection 9.1.

Without Consent of Holders. The Issuer Notwithstanding Section 9.02 of this Indenture, the Company, the Guarantors and the Trustee (may amend or in supplement this Indenture or the case of Notes or the Note Guarantees, and the Company and the Guarantors, together with the Collateral Agent, may amend or supplement the Security Documents, without the Collateral Agent) may amend, waive or supplement this Indenture, the Security Documents, the Note Guarantees or the Notes without prior notice to or consent of any Holder: (1) to provide for cure any ambiguity, defect or inconsistency in this Indenture, the assumption Notes or the Security Documents in a manner that does not adversely affect the rights of the Issuer’s or a Guarantor’s obligations to the Holders pursuant to Section 5.01any Holder; (2) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3) to cure any ambiguityprovide for the assumption of the Company’s or a Guarantor’s obligations to the Holders in the case of a merger or consolidation or sale of all or substantially all of the Company’s or such Guarantor’s assets, defect or inconsistencyas applicable; (4) to add Note Guarantees with respect make any change that would provide any additional rights or benefits to the Notes Holders or to secure that does not adversely affect the Noteslegal rights hereunder of any Holder; (5) to release any Guarantor from any conform the text of its obligations under its Note Guarantee or this Indenture (or the Notes to any provision of the “Description of Notes” section of the Offering Memorandum, to the extent permitted by that such provision in that “Description of Notes” was intended to be a verbatim or substantially verbatim recitation of a provision of this Indenture)Indenture or the Notes; (6) to qualify enter into additional or maintain the qualification of this Indenture under the TIAsupplemental Security Documents or provide for additional Collateral; (7) to add to the covenants make, complete or confirm any grant of Collateral permitted or required by this Indenture or any of the Issuer or a Guarantor for the benefit of the Holders Security Documents or to surrender any right or power herein conferred upon release Collateral in accordance with the Issuer or a Guarantor with respect to terms of this Indenture and the NotesSecurity Documents; (8) to evidence and provide for the acceptance and appointment under this Indenture of successor trustees pursuant to the requirements thereof; (9) to allow any Guarantor to execute a supplemental indenture substantially in the form of Exhibit E hereto and/or a joinder to the Guarantee and Collateral Agreement; or (10) to provide for the issuance of Additional Notes of the same or an additional series in accordance with the provisions limitations set forth in this Indenture; (9) to mortgage, pledge, hypothecate or grant any other Lien in favor Indenture as of the Collateral Agent or Trustee for date hereof. Upon the benefit request of the Holders as additional security for Company accompanied by a resolution of its Board of Directors authorizing the payment execution of any such amended or supplemental indenture, and performance of all or any portion upon receipt by the Trustee of the obligations under the Notes documents described in Sections 7.02 and this Indenture in any property or assets9.05 hereof, including any which are required to be mortgaged, pledged or hypothecated, or in which a Lien is required to be granted to or for the benefit of the Trustee or the Collateral Agent pursuant to this Indenture, any of the Security Documents or otherwise; (10) to add or remove Secured Parties (or any agent acting on their behalf) to or from any Security Documents or 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 (11) to make any other change that does not materially adversely affect the rights of any Holder hereunder. The Trustee is hereby authorized to will 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 which that may be therein contained, but the Trustee shall will not be obligated to enter into any such amended or supplemental indenture which adversely that affects its own rights, duties or immunities under this IndentureIndenture or otherwise. In addition, any release of, or any amendment to, or waiver of, the provisions of this Indenture or any Security Document that has the effect of releasing all or substantially all of the Collateral from the Liens securing the Notes will require the consent of Holders as and only to the extent provided under Section 10.05 hereof.

Without Consent of Holders. The (a) Notwithstanding Section 9.02, without the consent of any Holder, the Issuer and the Trustee (or in the case of the Security Documents, the Collateral Agent) may amend, waive amend or supplement this Indenture, the Security Documents, the Note Guarantees or Indenture and the Notes without prior notice to or consent of (and any Holder:Note Guarantee) (and any other documents relating thereto): (1) to provide for the assumption of the Issuer’s cure any ambiguity, omission, defect, mistake or a Guarantor’s obligations inconsistency (as described in an Officers’ Certificate provided to the Holders pursuant to Section 5.01Trustee); (2) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3) to cure provide for the assumption of the Issuer’s or any ambiguitySubsidiary Guarantor’s obligations to Holders of Notes and any Note Guarantees in the case of a merger, defect amalgamation or inconsistencyconsolidation or sale or other disposition of all or substantially all of the Issuer’s or such Subsidiary Guarantor’s assets in accordance with Section 5.01; (4) to add make any change that would provide any additional rights or benefits (including the addition of collateral or Note Guarantees with respect Guarantees) to the Holders of Notes or to secure that does not adversely affect in any material respect the Noteslegal rights under this Indenture of any such Holder; (5) to conform the text of this Indenture, any Note Guarantees or the Notes to any provision of the “Description of Notes” section of the Offering Circular; (6) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture; (7) to allow any Restricted Subsidiary to become a Subsidiary Guarantor by executing a supplemental indenture in accordance with Section 4.16; (8) to release any Subsidiary Guarantor from any of its obligations under its Note Guarantee or this Indenture (to the extent permitted by this Indenture); (6) to qualify or maintain the qualification of this Indenture under the TIA; (7) to add to the covenants of the Issuer or a Guarantor for the benefit of the Holders or to surrender any right or power herein conferred upon the Issuer or a Guarantor with respect to the Notes; (8) to provide for the issuance of Additional Notes in accordance with the provisions set forth in this Indenture; (9) to mortgage, pledge, hypothecate or grant any other Lien in favor evidence and provide the acceptance of the Collateral Agent or appointment of a successor Trustee for the benefit of the Holders as additional security for the payment and performance of all or any portion of the obligations under the Notes and this Indenture in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a Lien is required to be granted to or for the benefit of the Trustee or the Collateral Agent pursuant to this Indenture, any of the Security Documents or otherwise; (10) to add or remove Secured Parties (or any agent acting on their behalf) to or from any Security Documents or 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 (1110) to make any other change that does not materially adversely affect comply with the rights rules of any Holder hereunder. The applicable securities depository. (b) Upon the request of the Issuer, and upon receipt by the Trustee is hereby authorized to of the documents described in Section 12.03, the Trustee shall join with the Issuer and the and, subject to Section 9.01(a)(7), any Subsidiary 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 which that may be therein contained, but the Trustee shall not be obligated to enter into any such amended or supplemental indenture which that adversely affects (in the Trustee’s determination) its own rights, indemnities, duties or immunities under this IndentureIndenture or otherwise. (c) After an amendment, supplement or waiver under this Section 9.01 becomes effective, the Issuer shall send to the Holders of Notes affected thereby a written notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer to send such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement or waiver.

Without Consent of Holders. The Issuer Company and the Guarantors, when authorized by a resolution of their respective Boards of Directors, and the Trustee (or in the case of the Security Documents, the Collateral Agent) may amend, waive amend or supplement this Indenture, the Security Documents, the Note Guarantees Indenture or the Notes Securities without prior notice to or consent of any HolderSecurityholder: (1) to provide for the assumption of the Issuer’s or a Guarantor’s obligations to the Holders pursuant to Section 5.01; (2) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3i) to cure any ambiguity, defect or inconsistency; provided, however, that such amendment or supplement does not adversely affect the rights of any Holder; (4ii) to add Note Guarantees effect the assumption by a successor Person of all obligations of the Company under the Securities, this Indenture, the Registration Rights Agreement and the Escrow Agreement in connection with respect to the Notes or to secure the Notesany transaction complying with Article Five of this Indenture; (5iii) to release any Guarantor from any provide for uncertificated Securities in addition to or in place of its obligations under its Note Guarantee or this Indenture (to the extent permitted by this Indenture)certificated Securities; (6iv) to qualify comply with any requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; (7v) to make any change that would provide any additional benefit or rights to the Holders; (vi) to make any other change that does not adversely affect the rights of any Holder under this Indenture; (vii) to evidence the succession of another Person to any Guarantor and the assumption by any such successor of the covenants of such Guarantor herein and in the Guaranty; (viii) to add to the covenants of the Issuer Company or a Guarantor the Guarantors for the benefit of the Holders Holders, or to surrender any right or power herein conferred upon the Issuer Company or any Guarantor; (ix) to secure the Securities pursuant to the requirements of Section 4.18 or otherwise; or (x) to reflect the release of a Guarantor from its obligations with respect to the Notes; (8) to provide for the issuance of Additional Notes its Guarantee in accordance with the provisions set forth in this Indenture; (9) of Section 11.03 and to mortgageadd a Guarantor pursuant to the requirements of Section 4.20; provided, pledgehowever, hypothecate or grant any other Lien in favor of that the Collateral Agent or Trustee for the benefit of the Holders as additional security for the payment and performance of all or any portion of the obligations under the Notes and this Indenture in any property or assets, including any which are required Company has delivered to be mortgaged, pledged or hypothecated, or in which a Lien is required to be granted to or for the benefit of the Trustee an Opinion of Counsel stating that such amendment or supplement complies with the Collateral Agent pursuant to this Indenture, any of the Security Documents or otherwise; (10) to add or remove Secured Parties (or any agent acting on their behalf) to or from any Security Documents or to release Collateral from the Lien provisions of this Indenture and the Security Documents when permitted or required by the Security Documents or this Indenture; or (11) to make any other change that does not materially adversely affect the rights of any Holder hereunder. The Trustee is hereby authorized to join with the Issuer and the Guarantors in the execution of any supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations which may be therein contained, but the Trustee shall not be obligated to enter into any such supplemental indenture which adversely affects its own rights, duties or immunities under this IndentureSection 10.01.

Without Consent of Holders. The Issuer and the Trustee (or in the case of the Security Documents, the Collateral Agent) may amend, waive or supplement this Indenture, the Security Documents, the Note Guarantees or the Notes without prior notice to or consent of any Holder: (1) to provide for the assumption of the Issuer’s or a Guarantor’s obligations to the Holders pursuant to Section 5.01; (2) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3) to cure any ambiguity, defect or inconsistency; (4) to add Note Guarantees with respect to the Notes Notes, including any Subsidiary, or to secure the Notes; (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 qualify or maintain the qualification of this Indenture under the TIA; (7) to add to the covenants of the Issuer or a Guarantor for the benefit of the Holders of the Notes or to surrender any right or power herein conferred upon the Issuer or a Guarantor with respect to the Notes; (8) to provide for the issuance of Additional Notes in accordance with the provisions set forth in this Indenture; (9) to mortgage, pledge, hypothecate or grant any other Lien in favor of the Collateral Agent or Trustee for the benefit of the Holders as additional security for the payment and performance of all or any portion of the obligations under the Notes and this Indenture in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a Lien is required to be granted to or for the benefit of the Trustee or the Collateral Agent pursuant to this Indenture, any of the Security Documents or otherwise; (10) to add or remove Secured Parties (or any agent acting on their behalf) to or from any Security Documents or 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 (119) to make any other change that does not materially adversely affect the rights of any Holder hereunder. The Trustee is hereby authorized to join with the Issuer and the Guarantors in the execution of any supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations which may be therein contained, but the Trustee shall not be obligated to enter into any such supplemental indenture which adversely affects its own rights, duties or immunities under this Indenture.. Table of Contents -74-

Without Consent of Holders. The Issuer and Notwithstanding Section 9.02 hereof, the Issuer, the Co-Issuer, any Guarantor (with respect to a Guarantee, this Indenture or the Security Documents to which it is a party), the Trustee and/or the Notes Collateral Agent (or in and any other Agents party thereto (to the extent applicable)), as the case of the Security Documentsmay be, the Collateral Agent) may amend, waive amend or supplement this Indenture, the Security DocumentsNotes, the Note Guarantees any Guarantee or the Notes Security Documents without prior notice to or the consent of any Holder: (1a) to provide for the assumption of the Issuer’s cure any ambiguity, omission, mistake, defect or a Guarantor’s obligations to the Holders pursuant to Section 5.01inconsistency; (2b) to provide for uncertificated Notes in addition to or in place of certificated Notes; Notes (3provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) to cure any ambiguity, defect or inconsistency; (4) to add Note Guarantees with respect to of the Notes or to secure the Notes; (5) to release any Guarantor from any of its obligations under its Note Guarantee or this Indenture (to the extent permitted by this IndentureCode); (6c) to qualify or maintain the qualification of this Indenture under the TIAcomply with Section 5.01 hereof; (7d) to provide for the assumption of the Issuer’s, the Co-Issuer’s or any Guarantor’s obligations to the Holders; (e) to make any change that would provide any additional rights or benefits to the Holders or that does not materially adversely affect the legal rights under this Indenture of any such Holder; (f) to add to the or modify covenants of the Issuer or a Guarantor for the benefit of the Holders or to surrender any right or power herein conferred upon the Issuer, the Co-Issuer or a Guarantor with respect to the Notesany Guarantor; (8) g) to provide for the issuance of Additional Notes in accordance with the provisions set forth in terms of this Indenture; (9h) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee, a successor Notes Collateral Agent or a successor Paying Agent (or any other agents party thereto (to the extent applicable)) hereunder pursuant to the requirements hereof; (i) to secure the Notes and/or the related Guarantees or to add collateral thereto or to amend or supplement the foreign law and parallel debt provisions set forth in Exhibit H; (j) to add an obligor or a Guarantor under this Indenture; (k) to conform the text of this Indenture, the Notes, any Guarantees or the Security Documents, the Initial Intercreditor Agreements or any other applicable intercreditor agreement to any provision of the “Description of Secured Notes” section of the Offering Circular; (l) 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 such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (m) to release any Guarantor from its Guarantee pursuant to this Indenture when permitted or required by this Indenture; (n) to release and discharge any Lien securing the Notes when permitted or required by this Indenture (including pursuant to Section 4.12 hereof), the Security Documents, the Initial Intercreditor Agreements or any other applicable intercreditor agreement; (o) to comply with the rules of any applicable securities depositary; (p) to mortgage, pledge, hypothecate or grant any other Lien in favor of the Trustee or the Applicable Collateral Agent or Trustee for the benefit of the Holders Holders, as additional security for the payment and performance of all or any portion of the obligations under the Notes and this Indenture Obligations, in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a Lien is required to be granted to or for the benefit of the Trustee or the Notes Collateral Agent pursuant to this Indenture, any of the Security Documents Documents, the Initial Intercreditor Agreements, any other applicable intercreditor agreement or otherwise; (10q) to add or remove Additional Pari Passu Secured Parties (as defined in the First Lien Intercreditor Agreement) to any Security Documents, the Initial Intercreditor Agreements or any agent acting on their behalfother applicable intercreditor agreement; (r) to enter into any Acceptable Intercreditor Agreement or from amend an existing intercreditor agreement in a manner that would cause it to be (or continue to be) an Acceptable Intercreditor Agreement; (s) in the case of any Security Documents Document, to include therein any legend required to be set forth therein pursuant to the Initial Intercreditor Agreements or any other applicable intercreditor agreement or to release Collateral from the Lien of this Indenture and the Security Documents when permitted or modify any such legend as required by the Initial Intercreditor Agreements or any other applicable intercreditor agreement; and (t) to provide for the succession of any parties to the Security Documents Documents, the Initial Intercreditor Agreements or any other applicable intercreditor agreement (and other amendments that are administrative or ministerial in nature) in connection with an amendment, renewal, extension, substitution, refinancing, restructuring, replacement, supplementing or other modification from time to time of the New ABL Facility, the New Senior Secured Credit Facilities, any other Fixed Asset Obligations or any other agreement that is not prohibited by this Indenture; or . Upon the written request of the Issuer, and upon receipt by the Trustee and the Notes Collateral Agent of the documents described in Section 7.02 hereof (11) to make any other change that does not materially adversely affect the rights extent requested by the Trustee and/or the Notes Collateral Agent and subject to the last sentence of any Holder hereunder. The Section 9.05), the Trustee is hereby authorized to and/or the Notes Collateral Agent shall join with the Issuer and the Guarantors in the execution of any amended or supplemental indenture indenture, security documents or intercreditor agreements authorized or permitted by the terms of this Indenture and the Security Documents and to make any further appropriate agreements and stipulations which that may be therein contained, but the Trustee and/or the Notes Collateral Agent shall have the right, but not be obligated to to, enter into any such amended or supplemental indenture which adversely affects indenture, security documents or intercreditor agreements that affect its own rights, duties or immunities under this Indenture, the Security Documents or otherwise. Notwithstanding the foregoing, no Opinion of Counsel 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.

Without Consent of Holders. The Issuer Without limiting the provisions of Section 11.15, the Company and the Guarantors, when authorized by a Board Resolution, and the Trustee (or in the case of the Security Documents, the Collateral Agent) may amend, waive or supplement this Indenture, the Security Documents, the Note Securities or Guarantees or the Notes any Security Document without prior notice to or consent of any HolderSecurityholder: (1) to provide for the assumption of the Issuer’s or a Guarantor’s obligations to the Holders pursuant to Section 5.01; (2) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3a) to cure any ambiguity, defect or inconsistency, provided that such amendment or supplement does not adversely affect the rights of any Holder; (4b) to add Note Guarantees with respect provide for uncertificated Securities in addition to the Notes or to secure the Notesin place of certificated Securities; (5c) to release comply with any Guarantor from any requirements of its obligations under its Note Guarantee or this Indenture (to the extent permitted by this Indenture); (6) to qualify or maintain the qualification of this Indenture SEC under the TIA; (7d) to add evidence the succession in accordance with Article V or X hereof of another Person to the Company or a Guarantor, as the case may be, and the assumption by any such successor of the covenants of the Issuer Company or a Guarantor for herein and in the benefit of the Holders or to surrender any right or power herein conferred upon the Issuer or a Guarantor with respect to the NotesSecurities; (8) to provide for the issuance of Additional Notes in accordance with the provisions set forth in this Indenture; (9e) to mortgage, pledge, hypothecate pledge or grant any other Lien a security interest in favor of the Collateral Agent or Trustee for the benefit of the Holders as additional security for the payment and performance of all or any portion of the its obligations under the Notes and this Indenture Indenture, in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a Lien security interest is required to be granted granted, to or for the benefit of the Trustee or the Collateral Agent pursuant to this Indenture, any of the Security Documents Document or otherwise; (10f) to evidence and provide for the acceptance of appointment hereunder by a separate or successor Trustee with respect to the Securities and to add or remove Secured Parties (or any agent acting on their behalf) to or from change any Security Documents or to release Collateral from of the Lien provisions of this Indenture and as shall be necessary to provide for or facilitate the Security Documents when permitted or required administration of the trust hereunder by more than one Trustee, pursuant to the Security Documents or this Indenture; orrequirements of Section 7.12; (11g) to make any other change that does not materially adversely affect the rights of any Holder hereunder. The Trustee is hereby authorized Holder; or (h) to join add or release any Guarantor strictly in accordance with the Issuer and the Guarantors in the execution of any supplemental indenture authorized or permitted by the terms another provision of this Indenture and to make any further appropriate agreements and stipulations which may be therein contained, but or under the Trustee shall not be obligated to enter into any Security Documents expressly providing for such supplemental indenture which adversely affects its own rights, duties addition or immunities under this Indenturerelease.

Without Consent of Holders. The Issuer Company and the Guarantors and the Trustee (or in the case of the Security Documents, the Collateral Agent) may amend, waive amend or supplement this Indenture, the Security Documents, the Note Guarantees Indenture or the Notes without prior notice to or consent of any HolderNoteholder: (1) to provide for the assumption of the Issuer’s cure any ambiguity, defect or a Guarantor’s obligations to the Holders pursuant to Section 5.01inconsistency; (2) to comply with Section 5.1 hereof; (3) to comply with any requirements of the SEC in connection with the qualification of the Indenture under the Trust Indenture Act; (4) to evidence and provide for the acceptance of appointment under the Indenture by a successor or replacement Trustee; (5) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3) to cure any ambiguity, defect or inconsistency; (4) to add Note Guarantees with respect to the Notes or to secure the Notes; (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 qualify or maintain provide for any Guarantee of the qualification of this Indenture under the TIANotes; (7) to add security to the covenants of the Issuer or a Guarantor for the benefit of the Holders Notes or to surrender confirm and evidence the release, termination or discharge of any right Guarantee of or power herein conferred upon Lien securing the Issuer Notes when such release, termination or a Guarantor with respect to discharge is permitted by the NotesIndenture and any applicable security documents; (8) to provide for or confirm the issuance of Additional Notes in accordance with the provisions set forth in this IndentureNotes; (9) to mortgage, pledge, hypothecate or grant make any other Lien in favor change that does not adversely affect the legal rights of the Collateral Agent or Trustee for the benefit of the Holders as additional security for the payment and performance of all or any portion of the obligations under the Notes and this Indenture in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a Lien is required to be granted to or for the benefit of the Trustee or the Collateral Agent pursuant to this Indenture, any of the Security Documents or otherwiseHolder; (10) to add or remove Secured Parties evidence the assumption by the Company (or any agent acting on their behalfits successor entity) to or from any Security Documents or to release Collateral from of the Lien obligations of this the Company under the Indenture and the Security Documents when permitted or required by the Security Documents or this Indenture; orNotes; (11) to make evidence the assumption by a Guarantor (or its successor entity) of the obligations under the Guarantee; (12) to add covenants or events of default for the protection of the Holders of the Notes; or (13) to conform any other change that does not materially adversely affect provision of the rights Indenture, the Notes or the Guarantees to the “Description of any Holder hereunderNew Notes” set forth in the Offering Memorandum. The Trustee is hereby authorized to join with the Issuer Company and the Guarantors in the execution of any supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations which may be therein contained, but the Trustee shall not be obligated to enter into any such supplemental indenture which adversely affects its own rights, duties or immunities under this Indenture.

Without Consent of Holders. The Issuer Subject to Section 9.03, the Issuer, the Guarantors and the Trustee (or in the case of the Security DocumentsTrustee, the Collateral Agent) as applicable, together, may amend, waive amend or supplement this Indenture, Indenture (including the Security Documents, the Note Guarantees Guarantees) or the Notes without prior notice to or consent of any Holder: (1) to provide for the assumption of the Issuer’s cure any ambiguity, defect or a Guarantor’s obligations to the Holders pursuant to Section 5.01;inconsistency, (2) to provide for uncertificated Notes in addition to or in place of certificated Notes;, (3) to cure provide for the assumption of the Issuer’s or any ambiguityGuarantor’s obligations to the Holders in the case of a merger, defect consolidation or inconsistency;sale of all or substantially all of the Issuer’s assets, in accordance with Article Five, (4) to add Note Guarantees with respect to the Notes or to secure the Notes;, (5) to release any Guarantor from its Guarantee or any of its other obligations under its Note Guarantee or this Indenture (to the extent permitted by this Indenture);, (6) to qualify make any change that would provide any additional rights or maintain the qualification of this Indenture under the TIA; (7) to add benefits to the Holders or that adds covenants of the Issuer or a any Guarantor for the benefit of the Holders Holders, or to surrender any right or power herein conferred upon the Issuer or a Guarantor with respect to the Notes;any Guarantor, (8) to provide for the issuance of Additional Notes in accordance with the provisions set forth in this Indenture; (9) to mortgage, pledge, hypothecate or grant any other Lien in favor of the Collateral Agent or Trustee for the benefit of the Holders as additional security for the payment and performance of all or any portion of the obligations under the Notes and this Indenture in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a Lien is required to be granted to or for the benefit of the Trustee or the Collateral Agent pursuant to this Indenture, any of the Security Documents or otherwise; (10) to add or remove Secured Parties (or any agent acting on their behalf) to or from any Security Documents or 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 (117) to make any other change that does not materially adversely affect the rights of any Holder hereunder. The Trustee is hereby authorized hereunder or under the Notes, (8) to join comply with requirements of the Issuer and SEC in order to effect or maintain the Guarantors in the execution of any supplemental indenture authorized or permitted by the terms qualification of this Indenture under, or to otherwise comply with, the Trust Indenture Act, (9) 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 such “Description of Notes” section was intended to be a substantially verbatim recitation of a provision of this 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 and to make add or change any further appropriate agreements and stipulations which may of the provisions of this Indenture as shall be therein containednecessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, but provided that the Issuer has delivered to the Trustee shall not be obligated to enter into any an Opinion of Counsel and an Officers’ Certificate, each stating that such supplemental indenture which adversely affects its own rights, duties amendment or immunities under supplement complies with the provisions of this IndentureSection 9.01.

Without Consent of Holders. The Issuer (a) Notwithstanding Section 9.02 of this Indenture, the Parent, the Issuer, the Subsidiary Guarantors and the Trustee (or in the case of the Security Documents, the Collateral Agent) may amend, waive amend or supplement this Indenture, the Security DocumentsNotes, the Note Guarantees or Subsidiary Guarantees, the Notes Intercreditor Deeds and the Collateral Documents without prior notice to or the consent of any HolderHolder to: (1) to provide for cure any ambiguity, omission, defect or inconsistency; provided that such amendment does not, in the assumption opinion of the Issuer’s or a Guarantor’s obligations to Trustee, adversely affect the Holders pursuant to Section 5.01rights of any Holder in any material respect; (2) to provide for the assumption by a successor corporation in accordance with this Indenture of the obligations of the Issuer under this Indenture, the Notes, the Subsidiary Guarantees and the Collateral Documents; (3) provide for uncertificated Notes in addition to or in place of certificated Notes; Notes (3provided, however, that the uncertificated Notes are issued in registered form for purposes of Section 163(f) to cure any ambiguityof the Code, defect or inconsistencyin a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code); (4) to add Note additional Guarantees with respect to the Notes or to secure the Notes; (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 qualify or maintain the qualification of this Indenture under the TIA; (7) to add to the covenants of the Issuer or a Guarantor for the benefit of the Holders or to surrender any right or power herein conferred upon the Issuer Company, any Restricted Subsidiary or a Guarantor with respect to the Notesany of their Subsidiaries; (8) to provide for the issuance of Additional Notes in accordance with the provisions set forth in this Indenture; (96) to mortgage, pledge, hypothecate or grant any other Lien in favor of the Collateral Agent or Trustee for the benefit of the Holders as additional security for the payment and performance of all or any portion of the obligations under the Notes and this Indenture in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a Lien is required to be granted to or for the benefit of the Trustee or the Collateral Agent pursuant to this Indenture, any of the Security Documents or otherwise; (10) to add or remove Secured Parties (or any agent acting on their behalf) to or from any Security Documents or 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 (11) to make any other change that does not materially adversely affect the rights of any Holder hereunderin any respect, subject to the provisions of this Indenture, the Notes, the Subsidiary Guarantees, the Intercreditor Deeds and the Collateral Documents; (7) provide for the issuance of Additional Notes; (8) mortgage, pledge, hypothecate or grant a security interest in any Property for the benefit of any Person or add additional Collateral to secure the Notes and Subsidiary Guarantees; provided, however, that the granting of such security interest is not prohibited by this Indenture and Section 4.12 is complied with; (9) release Note Guarantees and/or Liens in favor of the Security Trustee in the Collateral in accordance with the terms of this Indenture, the Intercreditor Deeds and the Collateral Documents, as applicable; (10) comply with any requirement of the SEC in connection with the qualification of this Indenture under the TIA; (11) provide for a reduction in the minimum denominations of the Notes; (12) provide for the issuance of Exchange Notes or Private Exchange Notes, which are identical to Exchange Notes except that they are not freely transferable; (13) 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 (i) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (14) add additional secured parties to the extent Liens securing obligations held by such parties are permitted under this Indenture; (15) enter into additional or supplemental Collateral Documents; (16) subject to clauses (A) and (B) of the last paragraph of Section 9.02, enter into any amendments or supplements to any of the Intercreditor Deeds or any Additional Intercreditor Deed or any Collateral Documents that is not prohibited by the terms of this Indenture and the Intercreditor Deed or Additional Intercreditor Deed, as applicable; and (17) provide for the succession of any parties to the Collateral Documents (and other amendments that are administrative or ministerial in nature) in connection with an amendment, renewal, extension, substitution, refinancing, restructuring, replacement, supplementing or other modification from time to time of any agreement in accordance with the terms of this Indenture and the relevant Collateral Document. (b) After an amendment becomes effective, the Issuer is required to mail to Holders a notice briefly describing such amendment. The However, the failure to give such notice to all Holders, or any defect therein, will not impair or affect the validity of the amendment. In addition, for so long as the Notes are listed on the Luxembourg Stock Exchange and the rules of such exchange so require, the Issuer will inform such exchange of any amendment, supplement or waiver and will publish notice of such amendment, supplement or waiver in Luxembourg in a daily newspaper with general circulation in Luxembourg (which is expected to be the Luxemburger Wort) or on the website of the Luxembourg Stock Exchange (▇▇▇.▇▇▇▇▇▇.▇▇). (c) Upon the request of the Issuer, and upon receipt by the Trustee is hereby authorized to of the documents described in Section 7.02 hereof, the Trustee will 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 which that may be therein contained, but the Trustee shall will not be obligated to enter into any such amended or supplemental indenture which adversely that affects its own rights, duties or immunities under this IndentureIndenture or otherwise.

Without Consent of Holders. (a) The Issuer Issuer, the Subsidiary Guarantors and the Trustee (or in the case of the Security DocumentsTrustee, the Collateral Agent) together, may amend, waive amend or supplement this Indenture, the Security Documents, the Note Guarantees Notes or the Notes Subsidiary Guarantees without prior notice to or consent of any Holder: (1) to provide for cure any ambiguity, defect or inconsistency in this Indenture, the assumption of Notes or the Issuer’s or a Guarantor’s obligations to the Holders pursuant to Section 5.01Subsidiary Guarantees; (2) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3) to cure any ambiguityprovide for the assumption of the Issuer’s or a Subsidiary Guarantor’s obligations to the Holders of the Notes in the case of a merger, defect consolidation or inconsistencysale of all or substantially all of the assets, in accordance with Article Five; (4) to add Note Guarantees with respect to the Notes or to secure the Notesany additional Subsidiary Guarantee by any additional Subsidiary Guarantor (which supplemental indenture need not be executed by existing Subsidiary Guarantors); (5) to release any Subsidiary Guarantor from any of its obligations under its Note Subsidiary Guarantee or this Indenture (to the extent permitted by this Indenture); (6) to qualify make any change that would not materially adversely affect the rights of any Holder; (7) to make any change to conform this Indenture, the Notes or the Subsidiary Guarantees to the "Description of Notes" section of the Offering Memorandum of the Issuer relating to the Notes dated March 11, 2015; (8) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; (7) to add to the covenants of the Issuer or a Guarantor for the benefit of the Holders or to surrender any right or power herein conferred upon the Issuer or a Guarantor with respect to the Notes; (8) to provide for the issuance of Additional Notes in accordance with the provisions set forth in this Indenture;Trust Indenture Act; or (9) to mortgage, pledge, hypothecate or grant any other Lien in favor of the Collateral Agent or Trustee evidence and provide for the benefit acceptance of an appointment by a successor trustee; provided, however, that the Holders as additional security for the payment and performance of all or any portion of the obligations under the Notes and this Indenture in any property or assets, including any which are required Issuer has delivered to be mortgaged, pledged or hypothecated, or in which a Lien is required to be granted to or for the benefit of the Trustee an Opinion of Counsel and an Officers’ Certificate, each stating that such amendment or supplement complies with the Collateral Agent pursuant to this Indenture, any of the Security Documents or otherwise; (10) to add or remove Secured Parties (or any agent acting on their behalf) to or from any Security Documents or to release Collateral from the Lien provisions of this Indenture and the Security Documents when permitted or required by the Security Documents or this Indenture; or (11) to make any other change that does not materially adversely affect the rights of any Holder hereunder. The Trustee is hereby authorized to join with the Issuer and the Guarantors in the execution of any supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations which may be therein contained, but the Trustee shall not be obligated to enter into any such supplemental indenture which adversely affects its own rights, duties or immunities under this IndentureSection 9.01.

Without Consent of Holders. The Issuer and This Indenture, the Trustee (or in Notes, the case of the Security DocumentsSubsidiary Guarantees, the Collateral Agent) Documents and the Intercreditor Agreement may amend, waive be amended or supplement this Indenture, the Security Documents, the Note Guarantees or the Notes supplemented without prior notice to or consent of any Holder: (1i) to provide for the assumption of the Issuer’s cure any ambiguity, omission, defect or a Guarantor’s obligations to the Holders pursuant to Section 5.01inconsistency; (2ii) to comply with (a) Article IV in respect of the assumption by a Successor Company of an obligation of the Company under this Indenture, the Notes and the Collateral Documents and (b) Article IV and Article X in respect of the assumption by a Person of the obligations of a Subsidiary Guarantor under its Subsidiary Guarantee, this Indenture and the Collateral Documents; (iii) 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 or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code; (3) to cure any ambiguity, defect or inconsistency; (4iv) to add Note Guarantees with respect to the Notes or to secure the Notes; (5) to release any a Subsidiary Guarantor from any of its obligations under its Note Subsidiary Guarantee or this Indenture (to in accordance with the extent permitted by applicable provisions of this Indenture); (6v) to qualify add additional property or maintain assets as Collateral to secure the qualification of this Indenture under Notes and the TIASubsidiary Guarantees or to appoint a Sub-Collateral Agent (as defined in the Security Agreement) for the purposes set forth in the Security Agreement; (7vi) to release Liens in favor of the Collateral Agent in the Collateral as provided in Section 11.3; (vii) to add to the covenants of the Issuer or a Guarantor 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 a Guarantor with respect to the NotesCompany; (8) viii) to make any change that does not adversely affect the rights of any Holder in any material respect; (ix) to comply with any requirement of the SEC in connection with the qualification of this Indenture under the TIA, as amended; (x) to 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; or provide for the appointment of a successor Collateral Agent; (xi) to enter into a Permitted Junior Lien Intercreditor Agreement; (xii) to conform the text of this Indenture, the Notes or the Subsidiary Guarantees to any provision of the “Description of notes” section of the Offering Memorandum, to the extent that such provision in the “Description of notes” is intended to be a verbatim recitation of a provision of this Indenture, the Notes or the Subsidiary Guarantees; or (xiii) to provide for or confirm the issuance of Additional Notes in accordance with the provisions set forth in this Indenture; (9) to mortgage, pledge, hypothecate or grant any other Lien in favor terms of the Collateral Agent or Trustee for the benefit Indenture. In addition, no consent of the Holders as additional security for the payment and performance of all or any portion of the obligations will be required under the Notes Collateral Documents and this Indenture in the Intercreditor Agreement to any property or assets, including any which are required amendments and other modifications to be mortgaged, pledged or hypothecated, or in which a Lien is required to be granted to or for the benefit of the Trustee or the Collateral Agent pursuant to this Indenture, any of Documents and the Security Documents or otherwise; Intercreditor Agreement (10A) to add or remove Secured Parties other parties (or any authorized agent acting on their behalfthereof or trustee therefor) to or from any Security Documents or to release Collateral from the holding Pari Passu Lien of Indebtedness that are Incurred in compliance with this Indenture and the Security Documents when permitted or required by the Security Documents or this Indenture; or Collateral Documents, (11B) to make establish that the Liens on any other change that does not materially adversely affect Collateral securing such Pari Passu Lien Indebtedness shall be pari passu under the rights of any Holder hereunder. The Trustee is hereby authorized to join Intercreditor Agreement with the Issuer Liens on such Collateral securing the Obligations under this Indenture and the Guarantors Notes, all on the terms provided for in the execution of any supplemental indenture authorized Intercreditor Agreement as in effect immediately prior to such amendment or permitted by other modification and (C) to provide that the Liens securing the Notes are senior to the Liens securing other Indebtedness pursuant to the terms of a Permitted Junior Lien Intercreditor Agreement. After an amendment under this Section becomes effective, the Company shall mail to Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section. A consent to any amendment, supplement or waiver under this Indenture and to make by any further appropriate agreements and stipulations which may be therein contained, but the Trustee Holder given in connection with a tender of such Holder’s Note shall not be obligated to enter into any rendered invalid by such supplemental indenture which adversely affects its own rights, duties or immunities under this Indenturetender.

Without Consent of Holders. (a) The Issuer Issuer, the Subsidiary Guarantors and the Trustee (or in the case of the Security DocumentsTrustee, the Collateral Agent) together, may amend, waive amend or supplement this Indenture, the Security Documents, the Note Guarantees Notes or the Notes Subsidiary Guarantees without prior notice to or consent of any Holder: (1) to provide for cure any ambiguity, defect or inconsistency in this Indenture, the assumption of Notes or the Issuer’s or a Guarantor’s obligations to the Holders pursuant to Section 5.01Subsidiary Guarantees; (2) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3) to cure any ambiguityprovide for the assumption of the Issuer’s or a Subsidiary Guarantor’s obligations to the Holders of the Notes in the case of a merger, defect consolidation or inconsistencysale of all or substantially all of the assets, in accordance with Article Five; (4) to add Note Guarantees with respect to the Notes or to secure the Notesany additional Subsidiary Guarantee by any additional Subsidiary Guarantor (which supplemental indenture need not be executed by existing Subsidiary Guarantors); (5) to release any Subsidiary Guarantor from any of its obligations under its Note Subsidiary Guarantee or this Indenture (to the extent permitted by this Indenture); (6) to qualify make any change that would not materially adversely affect the rights of any Holder; (7) to make any change to conform this Indenture, the Notes or the Subsidiary Guarantees to the "Description of notes" section of the Prospectus Supplement of the Issuer relating to the Notes dated June 30, 2016; (8) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; (7) to add to the covenants of the Issuer or a Guarantor for the benefit of the Holders or to surrender any right or power herein conferred upon the Issuer or a Guarantor with respect to the Notes; (8) to provide for the issuance of Additional Notes in accordance with the provisions set forth in this Indenture;Trust Indenture Act; or (9) to mortgage, pledge, hypothecate or grant any other Lien in favor of the Collateral Agent or Trustee evidence and provide for the benefit acceptance of an appointment by a successor trustee; provided, however, that the Holders as additional security for the payment and performance of all or any portion of the obligations under the Notes and this Indenture in any property or assets, including any which are required Issuer has delivered to be mortgaged, pledged or hypothecated, or in which a Lien is required to be granted to or for the benefit of the Trustee an Opinion of Counsel and an Officers’ Certificate, each stating that such amendment or supplement complies with the Collateral Agent pursuant to this Indenture, any of the Security Documents or otherwise; (10) to add or remove Secured Parties (or any agent acting on their behalf) to or from any Security Documents or to release Collateral from the Lien provisions of this Indenture and the Security Documents when permitted or required by the Security Documents or this Indenture; or (11) to make any other change that does not materially adversely affect the rights of any Holder hereunder. The Trustee is hereby authorized to join with the Issuer and the Guarantors in the execution of any supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations which may be therein contained, but the Trustee shall not be obligated to enter into any such supplemental indenture which adversely affects its own rights, duties or immunities under this IndentureSection 9.01.

Without Consent of Holders. (a) The Issuer Issuer, the Subsidiary Guarantors and the Trustee (or in the case of the Security DocumentsTrustee, the Collateral Agent) together, may amend, waive amend or supplement this Indenture, the Security Documents, the Note Guarantees Notes or the Notes Subsidiary Guarantees without prior notice to or consent of any Holder: (1) to provide for cure any ambiguity, defect or inconsistency in this Indenture, the assumption of Notes or the Issuer’s or a Guarantor’s obligations to the Holders pursuant to Section 5.01Subsidiary Guarantees; (2) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3) to cure any ambiguityprovide for the assumption of the Issuer’s or a Subsidiary Guarantor’s obligations to the Holders of the Notes in the case of a merger, defect consolidation or inconsistencysale of all or substantially all of the assets, in accordance with Article Five; (4) to add Note Guarantees with respect to the Notes or to secure the Notesany additional Subsidiary Guarantee by any additional Subsidiary Guarantor (which supplemental indenture need not be executed by existing Subsidiary Guarantors); (5) to release any Subsidiary Guarantor from any of its obligations under its Note Subsidiary Guarantee or this Indenture (to the extent permitted by this Indenture); (6) to qualify make any change that would not materially adversely affect the rights of any Holder; (7) to make any change to conform this Indenture, the Notes or the Subsidiary Guarantees to the "Description of notes" section of the Prospectus Supplement of the Issuer relating to the Notes dated March 28, 2017; (8) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; (7) to add to the covenants of the Issuer or a Guarantor for the benefit of the Holders or to surrender any right or power herein conferred upon the Issuer or a Guarantor with respect to the Notes; (8) to provide for the issuance of Additional Notes in accordance with the provisions set forth in this Indenture;Trust Indenture Act; or (9) to mortgage, pledge, hypothecate or grant any other Lien in favor of the Collateral Agent or Trustee evidence and provide for the benefit acceptance of an appointment by a successor trustee; provided, however, that the Holders as additional security for the payment and performance of all or any portion of the obligations under the Notes and this Indenture in any property or assets, including any which are required Issuer has delivered to be mortgaged, pledged or hypothecated, or in which a Lien is required to be granted to or for the benefit of the Trustee an Opinion of Counsel and an Officers’ Certificate, each stating that such amendment or supplement complies with the Collateral Agent pursuant to this Indenture, any of the Security Documents or otherwise; (10) to add or remove Secured Parties (or any agent acting on their behalf) to or from any Security Documents or to release Collateral from the Lien provisions of this Indenture and the Security Documents when permitted or required by the Security Documents or this Indenture; or (11) to make any other change that does not materially adversely affect the rights of any Holder hereunder. The Trustee is hereby authorized to join with the Issuer and the Guarantors in the execution of any supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations which may be therein contained, but the Trustee shall not be obligated to enter into any such supplemental indenture which adversely affects its own rights, duties or immunities under this IndentureSection 9.01.

Without Consent of Holders. The Issuer Notwithstanding Section 9.02, the Issuer, any Guarantor (with respect to its Guarantee or this Indenture) and the Trustee (or in and/or the case of the Security Documents, the Notes Collateral Agent) Agent may amend, waive amend or supplement this Indenture, the Security Documents, the Note Guarantees or Notes and any Guarantee without the Notes without prior notice to or consent of any Holder: (1) to provide for the assumption of the Issuer’s cure any ambiguity, omission, mistake, defect or a Guarantor’s obligations to the Holders pursuant to Section 5.01inconsistency; (2) to provide for uncertificated Notes of such series in addition to or in place of certificated Notes; (3) to cure any ambiguity, defect or inconsistencycomply with Section 5.01; (4) to add Note Guarantees with respect provide for the assumption of the Issuer’s or any Guarantor’s obligations to the Notes or Holders pursuant to secure the terms of this Indenture and the Notes;; Table of Contents (5) to release make any Guarantor from change that would provide any of its obligations additional rights or benefits to the Holders or that does not adversely affect the legal rights under its Note Guarantee or this Indenture (to the extent permitted by this Indenture)of any such Holder in any material respect; (6) to qualify or maintain the qualification of this Indenture under the TIA; (7) to add to the covenants of the Issuer or a Guarantor for the benefit of the Holders or to surrender any right or power herein conferred upon the Issuer or a Guarantor with respect to the Notesany Guarantor; (8) 7) to provide for the issuance of Additional Notes in accordance with the provisions set forth in terms of this Indenture; (8) 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; (9) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee or any successor Paying Agent thereunder pursuant to the requirements thereof; (10) to add a Guarantor, a guarantee of a Parent Entity, or a co-obligor of the Notes under this Indenture; (11) to conform the text of this Indenture, the Security Documents, the Notes or the Guarantees to any provision of the “Description of Senior Secured Notes” section of the Offering Circular to the extent that such provision in the “Description of Senior Secured Notes” section was intended to be a verbatim recitation of a provision of this Indenture, the Security Documents, the Notes or the Guarantees; (12) 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 such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (13) to release any Guarantor from its Guarantee pursuant to this Indenture when permitted or required by this Indenture; (14) to release and discharge any Lien securing the Notes when permitted or required by this Indenture (including pursuant to Section 4.12(b) or the Security Documents); (15) to comply with the rules of any applicable securities depositary; (16) to mortgage, pledge, hypothecate or grant any other Lien in favor of the Trustee or the Notes Collateral Agent or Trustee for the benefit of the Holders Holders, as additional security for the payment and performance of all or any portion of the obligations under the Notes and this Indenture Obligations, in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a Lien is required to be granted to or for the benefit of the Trustee or the Notes Collateral Agent pursuant to this Indenture, any of the Security Documents or otherwise; (1017) to add or remove Additional First Lien Secured Parties to any Security Documents; (18) to enter into any intercreditor agreement having substantially similar terms with respect to the Holders as those set forth in the First Lien Intercreditor Agreement, taken as a whole, or any agent acting on their behalfjoinder thereto; and Table of Contents (19) to or from in the case of any Security Documents Document, to include therein any legend required to be set forth therein pursuant to the First Lien Intercreditor Agreement or to release Collateral from the Lien of this Indenture and the Security Documents when permitted or modify any such legend as required by the Security Documents or this Indenture; or (11) to make any other change that does not materially adversely affect First Lien Intercreditor Agreement. Upon the rights request of the Issuer accompanied by a resolution of its Board authorizing the execution of any Holder hereunder. The such amended or supplemental indenture or security documents or intercreditor agreements, and upon receipt by the Trustee is hereby authorized to and the Notes Collateral Agent of the documents described in Section 9.05, the Trustee and/or the Notes Collateral Agent shall join with the Issuer and the Guarantors in the execution of any amended or supplemental indenture or security documents or intercreditor agreements authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations which that may be therein contained, but the Trustee and/or the Notes Collateral Agent shall not be obligated to enter into any such amended or supplemental indenture which adversely affects or security documents or intercreditor agreements that affect its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, no Opinion of Counsel shall be required in connection with the addition of a Guarantor under this Indenture from and after the Effective Date 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-2 hereto, provided the Trustee receives an Officer’s Certificate.

Without Consent of Holders. (a) The Issuer Issuer, the Subsidiary Guarantors and the Trustee (or in or, with respect to the case of the Security Collateral Documents, the Collateral AgentTrustee) may amend, waive amend or supplement this Indenture, the Security Documents, the Note Guarantees or Collateral Documents and the Notes without prior notice to or the consent of any Holder: (1i) to provide for the assumption of the Issuer’s cure any ambiguity, defect or a Guarantor’s obligations to the Holders pursuant to Section 5.01inconsistency; (2ii) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3iii) to cure comply with Article VI and Section 11.6; ----------- ------------ (iv) to make any ambiguity, defect change that would provide any additional rights or inconsistencybenefits to the Holders or that does not adversely affect the legal rights hereunder or thereunder of any Holder; (4v) to add Note Guarantees comply with respect requirements of the Commission in order to the Notes or to secure the Notes; (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 qualify effect or maintain the qualification of this Indenture under the TIA;; or (7vi) to add release any Subsidiary Guaranty of the Notes permitted to be released under Section 11.7, 12.1, 12.2 or 12.3. ------------ ---- ----- ---- Upon the covenants request of the Issuer, accompanied by a resolution of the Board of Directors of the Issuer authorizing the execution of any such supplemental indenture or a Guarantor for the benefit of the Holders or to surrender any right or power herein conferred amendment, and upon the Issuer or a Guarantor with respect to the Notes; (8) to provide for the issuance of Additional Notes in accordance with the provisions set forth in this Indenture; (9) to mortgage, pledge, hypothecate or grant any other Lien in favor of the Collateral Agent or Trustee for the benefit of the Holders as additional security for the payment and performance of all or any portion of the obligations under the Notes and this Indenture in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a Lien is required to be granted to or for the benefit of receipt by the Trustee or the Collateral Agent pursuant to this Indenture, any Trustee of the Security Documents documents described in Section 10.6 required or otherwise; (10) to add or remove Secured Parties (or any agent acting on their behalf) to or from any Security Documents or to release Collateral from the Lien of this Indenture and the Security Documents when permitted or required ------------- requested by the Security Documents or this Indenture; or (11) to make any other change that does not materially adversely affect Trustee, the rights of any Holder hereunder. The Trustee is hereby authorized to shall join with the Issuer and the Guarantors in the execution of any supplemental indenture or amendment authorized or permitted by the terms of this Indenture and to shall make any further appropriate agreements and stipulations which may be therein contained, but the Trustee shall not be obligated to enter into any such supplemental indenture which adversely or amendment that affects its own rights, duties or immunities under this IndentureIndenture or under the Collateral Documents or otherwise.

Without Consent of Holders. (a) The Issuer Issuer, the Subsidiary Guarantors and the Trustee (or in the case of the Security DocumentsTrustee, the Collateral Agent) together, may amend, waive amend or supplement this Indenture, the Security Documents, the Note Guarantees Notes or the Notes Subsidiary Guarantees without prior notice to or consent of any Holder: (1) to provide for cure any ambiguity, defect or inconsistency in this Indenture, the assumption of Notes or the Issuer’s or a Guarantor’s obligations to the Holders pursuant to Section 5.01Subsidiary Guarantees; (2) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3) to cure any ambiguityprovide for the assumption of the Issuer’s or a Subsidiary Guarantor’s obligations to the Holders of the Notes in the case of a merger, defect consolidation or inconsistencysale of all or substantially all of the assets, in accordance with Article Five; (4) to add Note Guarantees with respect to the Notes or to secure the Notesany additional Subsidiary Guarantee by any additional Subsidiary Guarantor (which supplemental indenture need not be executed by existing Subsidiary Guarantors); (5) to release any Subsidiary Guarantor from any of its obligations under its Note Subsidiary Guarantee or this Indenture (to the extent permitted by this Indenture); (6) to qualify make any change that would not materially adversely affect the rights of any Holder; (7) to make any change to conform this Indenture, the Notes or the Subsidiary Guarantees to the “Description of the Notes” section of the Prospectus Supplement of the Issuer relating to the Notes dated March 3, 2021; (8) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; (7) to add to the covenants of the Issuer or a Guarantor for the benefit of the Holders or to surrender any right or power herein conferred upon the Issuer or a Guarantor with respect to the Notes; (8) to provide for the issuance of Additional Notes in accordance with the provisions set forth in this Indenture;Trust Indenture Act; or (9) to mortgage, pledge, hypothecate or grant any other Lien in favor of the Collateral Agent or Trustee evidence and provide for the benefit acceptance of an appointment by a successor trustee; provided, however, that the Holders as additional security for the payment and performance of all or any portion of the obligations under the Notes and this Indenture in any property or assets, including any which are required Issuer has delivered to be mortgaged, pledged or hypothecated, or in which a Lien is required to be granted to or for the benefit of the Trustee an Opinion of Counsel and an Officers’ Certificate, each stating that such amendment or supplement complies with the Collateral Agent pursuant to this Indenture, any of the Security Documents or otherwise; (10) to add or remove Secured Parties (or any agent acting on their behalf) to or from any Security Documents or to release Collateral from the Lien provisions of this Indenture and the Security Documents when permitted or required by the Security Documents or this Indenture; or (11) to make any other change that does not materially adversely affect the rights of any Holder hereunder. The Trustee is hereby authorized to join with the Issuer and the Guarantors in the execution of any supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations which may be therein contained, but the Trustee shall not be obligated to enter into any such supplemental indenture which adversely affects its own rights, duties or immunities under this IndentureSection 9.01.

Without Consent of Holders. The Issuer and the Trustee (or in the case i) Notwithstanding Section 9.02 of the Security Documents, the Collateral Agent) may amend, waive or supplement this Indenture, the Security DocumentsIssuer, the Note Guarantees or Guarantors, the Trustee and the Notes Collateral Agent may amend or supplement the Note Documents without prior notice to or the consent of any Holder: (1) to provide for the assumption of the Issuer’s cure any mistake, ambiguity, defect or a Guarantor’s obligations to the Holders pursuant to Section 5.01inconsistency; (2) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3) to cure any ambiguityprovide for the assumption of the Issuer’s or a Guarantor’s obligations to the Holders and Guarantees in the case of a merger, defect consolidation, Division or inconsistencysale of all or substantially all of the Issuer’s or such Guarantor’s assets, as applicable; (4) to add Note Guarantees with respect to the Notes or to secure the Notes[reserved]; (5) to release make any Guarantor from change (including changing the CUSIP or other identifying number on any of its obligations under its Note Guarantee Notes) that would provide any additional rights or this Indenture (benefits to the extent permitted by this Indenture)Holders or that does not materially and adversely affect the legal rights hereunder of any Holder; (6) to qualify or maintain the qualification of this Indenture under the TIA[reserved]; (7) to add to the covenants of the Issuer or a Guarantor for the benefit of the Holders or to surrender any right or power herein conferred upon the Issuer or a Guarantor with respect to the Notes; (8) to provide for the issuance of Additional Notes in accordance with the provisions limitations set forth in this Indenture as of the Issue Date; (8) to allow any Guarantor to execute a supplemental indenture and/or a Guarantee with respect to the Notes; (9) 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; (910) to mortgage, pledge, hypothecate or grant any other Lien in favor of the Trustee or the Notes Collateral Agent or Trustee for the benefit of the Holders Notes Secured Parties, as additional security for the payment and performance of all or any portion of the obligations under the Notes and this Indenture Obligations, in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a Lien is required to be granted to or for the benefit of the Trustee or the Notes Collateral Agent pursuant to this Indenture, any of the Security Documents or otherwise; (1011) to add or remove Secured Parties representatives with respect to Indebtedness intended to have Junior Lien Priority, Senior Lien Priority and/or Pari Passu Lien Priority to the Intercreditor Agreements, in each case to the extent the related Indebtedness and Liens are permitted under this Indenture; (12) to enter into any intercreditor agreement having substantially similar terms with respect to the Holders as those set forth in the First Lien/Second Lien Intercreditor Agreement, or any agent acting on their behalfjoinder thereto; (13) in the case of any Security Document, to include therein any legend required to be set forth therein pursuant to the Intercreditor Agreements or to modify any such legend as required by the Intercreditor Agreements; (14) to or from provide for the succession of any parties to the Security Documents (and other amendments that are administrative or ministerial in nature) in connection with an amendment, renewal, extension, substitution, refinancing, restructuring, replacement, supplementing or other modification from time to time of the Credit Agreement, this Indenture or any other agreement that is not prohibited by this Indenture; or (15) to release Collateral from the Lien of this Indenture and securing the Security Documents Notes Obligations when permitted or required by the Security Documents Documents, this Indenture and/or the Intercreditor Agreements. (ii) Subject to Section 9.02, upon the request of the Issuer accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture or other amendment, supplement or modification to the Note Documents, and upon receipt by the Trustee and the Notes Collateral Agent, as applicable, of the documents described in Section 13.04 of this Indenture; or (11) to make any other change that does not materially adversely affect , the rights of any Holder hereunder. The Trustee is hereby authorized to and the Notes Collateral Agent shall join with the Issuer and the Guarantors in the execution of any amended or supplemental indenture or other amendment, supplement or modification to the Note Documents authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations which may be therein containedor other Note Document, but the Trustee and the Notes Collateral Agent shall not be obligated to enter into any such amended or supplemental indenture which adversely or other amendment, supplement or modification to the Note Documents that affects its own rights, duties or immunities under this IndentureIndenture or otherwise. The Trustee and Notes Collateral Agent shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel and Officers’ Certificate stating that such amendment or supplement is authorized or permitted by this Indenture or other Note Document, as applicable.

Without Consent of Holders. The Issuer Notwithstanding ‎Section 9.02, the Company, the Guarantors (with respect to the Guarantees) and the Trustee (or in the case of the Security Documents, the Collateral Agent) may amend, waive amend or supplement this Indenture, the Security DocumentsNotes, the Note Guarantees or and the Notes Collateral Documents without prior notice to or the consent of any Holder:Holder (except that no existing Guarantor need execute a supplemental indenture pursuant to clause (h) below): (1a) to provide for the assumption of the Issuer’s cure any ambiguity, defect or a Guarantor’s obligations to the Holders pursuant to Section 5.01inconsistency; (2b) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3c) to cure any ambiguityprovide for the assumption of the Company’s or a Guarantor’s obligations to Holders of Notes and 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, defect or inconsistencyas applicable; (4d) to add Note make any change that would provide any additional rights or benefits to the Holders of Notes or that does not adversely affect the legal rights hereunder or under the Notes, the Guarantees with respect and the Collateral Documents of any such Holder; (e) [Intentionally Omitted]; (f) to conform the text of this Indenture, the Guarantees, the Notes or the Collateral Documents to secure any provision of the “Description of the Secured Notes” section of the Offering Memorandum; (5g) 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 qualify or maintain the qualification of this Indenture under the TIA; (7) to add to the covenants of the Issuer or a Guarantor for the benefit of the Holders or to surrender any right or power herein conferred upon the Issuer or a Guarantor with respect to the Notes; (8) to provide for the issuance of Additional Notes in accordance with the provisions limitations set forth in this IndentureIndenture as of the date hereof; (9h) to mortgage, pledge, hypothecate or grant allow any other Lien Guarantor to execute a supplemental indenture substantially in favor the form of Exhibit B hereto and/or a Guarantee with respect to the Collateral Agent or Trustee for the benefit of the Holders as Notes; (i) to add any additional security for the payment and performance of all or any portion of the obligations obligors under the Notes and this Indenture in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a Lien is required to be granted to or for the benefit of the Trustee or the Collateral Agent pursuant to this Indenture, any of the Security Documents Notes or otherwisethe Guarantees; (10j) to secure any Additional First Lien Indebtedness or Additional Secured Indebtedness permitted to be incurred under this Indenture pursuant to the Collateral Documents and to appropriately include the same in the ABL Intercreditor Agreement; (k) to add or remove Secured Parties additional Collateral to secure the Notes; (or any agent acting on their behalfl) to comply with the provisions under ‎Section 4.01; and (m) to evidence and provide for the acceptance of an appointment by a successor Trustee. Subject to ‎Section 9.02, upon the written request of the Company accompanied by a Board Resolution authorizing the execution of any such amended or from any Security Documents or to release Collateral from the Lien of this Indenture supplemental indenture, and the Security Documents when permitted or required upon receipt by the Security Documents or this Indenture; or (11) to make any other change that does not materially adversely affect Trustee of the rights of any Holder hereunder. The documents described in ‎Section 7.02, the Trustee is hereby authorized to 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 the terms of this Indenture and to make any further appropriate agreements and stipulations which may be therein contained, but the Trustee shall not be obligated to enter into any such supplemental indenture which adversely directly affects its the Trustee’s own rights, duties or immunities under this IndentureIndenture or otherwise, in which case the Trustee may in its discretion, but will not be obligated to, enter into such amended or supplemental indenture. After an amendment or supplement under this Section 9.01 becomes effective, the Company 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 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 (other than with respect to a supplemental indenture to add a Guarantor) confirming that all conditions precedent are satisfied with respect to any supplemental indenture and that such supplemental indenture is authorized or permitted.

Without Consent of Holders. The Issuer Notwithstanding Section 9.02 hereof and except as otherwise provided in this Indenture or the respective Senior Notes, Subsidiary Guarantees or the Collateral Agreements, the Company and the Trustee (or in the case Subsidiary Guarantors, when authorized by Board Resolutions of the Security DocumentsCompany, and the Collateral Agent) Trustee, together, may amend, waive amend or supplement this Indenture, the Security DocumentsSenior Notes, the Note Subsidiary Guarantees or the Notes Collateral Agreements without prior notice to or consent of any Holder: (1) to provide for cure any ambiguity, defect or inconsistency; provided that such amendment or supplement does not adversely affect the assumption legal rights of the Issuer’s or a Guarantor’s obligations to the Holders pursuant to Section 5.01any Holder; (2) to comply with Article Five and Section 11.03; (3) to provide for uncertificated Senior Notes in addition to or in place of certificated Notes; Senior Notes (3provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) to cure any ambiguityof the Code, defect or inconsistencyin a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code); (4) to add Note Guarantees with respect make any other change that would provide any additional rights and benefits to the Holders of the Senior Notes or to secure and that does not adversely affect the Noteslegal rights under this Indenture of any such Holder; (5) to release any Guarantor from any provide for the assumption of its the Company's and the Subsidiary Guarantors' obligations under its Note Guarantee or this Indenture (to the extent permitted Holders in the case of a merger or consolidation not prohibited by this Indenture); (6) to qualify comply with any requirements of the SEC in order to effect or maintain the qualification of this Indenture and the Collateral Agreements under the TIA; (7) to add provide for additional Subsidiary Guarantors pursuant to the covenants of the Issuer Section 4.16 or a Guarantor for the benefit of the Holders or to surrender any right or power herein conferred upon the Issuer or a Guarantor with respect to the Notesotherwise; (8) to provide for the issuance appointment of Additional Notes a successor Trustee, as provided in accordance Section 7.08 hereof or a successor collateral agent, as provided in the Collateral Agreements. provided that the Company has delivered to the Trustee an Opinion of Counsel and Officers' Certificate stating that such amendment or supplement complies with the provisions set forth in of this Indenture; (9) to mortgage, pledge, hypothecate or grant any other Lien in favor Section 9.01. Upon the request of the Collateral Agent Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indenture, and upon receipt by the Trustee for the benefit of the Holders as additional security for the payment and performance of all or any portion of the obligations under the Notes and this Indenture documents described in any property or assetsSection 7.02 hereof, including any which are required to be mortgaged, pledged or hypothecated, or in which a Lien is required to be granted to or for the benefit of the Trustee or the Collateral Agent pursuant to this Indenture, any of the Security Documents or otherwise; (10) to add or remove Secured Parties (or any agent acting on their behalf) to or from any Security Documents or 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 (11) to make any other change that does not materially adversely affect the rights of any Holder hereunder. The Trustee is hereby authorized to shall join with the Issuer and the Guarantors Company 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 which that may be therein contained, but the Trustee shall not be obligated to enter into any such amended or supplemental indenture which Indenture that adversely affects its own rights, duties or immunities under this IndentureIndenture or otherwise. After an amendment or supplement under this Section becomes effective, the Company shall mail to the Holders affected thereby a notice briefly describing the amendment or supplement. Any failure of the Company to mail such notice, or a defect in such notice, shall not, however, in any way impair or affect the validity of any such amendment or supplement.

Without Consent of Holders. The Issuer Issuers, the Guarantors and the Trustee (or in the case of the Security Documents, the Collateral Agent) may amend, waive amend or supplement this Indenture, the Security DocumentsSecurities, the Note Guarantees or Guaranty and the Notes Security Documents without prior notice to or consent of any Holder: (1a) to provide for the assumption of the Issuer’s cure any ambiguity, omission, defect or a Guarantor’s obligations to the Holders pursuant to Section 5.01inconsistency; (2b) to comply with Article IX in respect of the assumption by a Person of the obligations of a Guarantor under the Guaranty, this Indenture and the Security Documents; (c) to provide for 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 or in a manner such that the uncertificated Securities are described in Section 163(f)(2)(B) of the Code; (3) to cure any ambiguity, defect or inconsistency; (4d) to add Note Guarantees guarantees with respect to the Notes Securities or to secure release a Guarantor from its obligations under the NotesGuaranty or this Indenture in accordance with this Indenture; (5e) to pledge or grant a security interest in favor of the Collateral Agent as additional security for the payment and performance of the Issuers’ and Guarantors’ obligations with respect to the Securities and the Guaranty thereof, in any property or assets, including any that are required to be mortgaged, pledged or hypothecated or in which a security interest is required to be granted, to the Collateral Agent pursuant to the Security Documents or otherwise; (f) to release any Guarantor from any Liens in favor of its obligations under its Note Guarantee or this Indenture (to the extent permitted by this Indenture)Collateral Agent in the Collateral as provided in accordance with Section 10.7; (6) to qualify or maintain the qualification of this Indenture under the TIA; (7g) to add to the covenants of the Issuer or a Guarantor Issuers for the benefit of the Holders or to surrender any right or power herein conferred upon the Issuer or a Guarantor with respect to the NotesIssuers; (8) to provide for the issuance of Additional Notes in accordance with the provisions set forth in this Indenture; (9) to mortgage, pledge, hypothecate or grant any other Lien in favor of the Collateral Agent or Trustee for the benefit of the Holders as additional security for the payment and performance of all or any portion of the obligations under the Notes and this Indenture in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a Lien is required to be granted to or for the benefit of the Trustee or the Collateral Agent pursuant to this Indenture, any of the Security Documents or otherwise; (10) to add or remove Secured Parties (or any agent acting on their behalf) to or from any Security Documents or 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 (11h) to make any other change that does not materially adversely affect the legal rights of any Holder hereunder. The Trustee is hereby authorized Holder; (i) to join comply with any requirement of the SEC in connection with the Issuer and the Guarantors in the execution of any supplemental indenture authorized or permitted by the terms qualification of this Indenture and under the TIA to make any further appropriate agreements and stipulations which may be therein contained, but the Trustee shall not be obligated to enter into any such supplemental indenture which adversely affects its own rights, duties or immunities under this Indenture.extent required;

Without Consent of Holders. The Issuer Notwithstanding Section 9.02 hereof, the Company and the Guarantors, each when authorized by a Board Resolution of its Board of Directors, and the Trustee (or in may, without the case consent of the Security DocumentsHolders of any outstanding Notes, the Collateral Agent) may amend, waive or supplement this Indenture, the Notes, the Security Documents, the Note Guarantees Guarantees, the Intercreditor Agreement or the Notes without prior notice to or consent of any HolderNotes: (1) to provide for the assumption of the Issuer’s or a Guarantor’s obligations to the Holders pursuant to Section 5.01; (2) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3a) to cure any ambiguity, defect or inconsistency; (4b) to add Note Guarantees with respect evidence the succession of another person to the Notes Company in accordance with Article Five hereof or the succession of another person to secure a Guarantor in accordance with Section 10.03 hereof, and the Notesassumption by any such successor of the obligations of the Company or such Guarantor, as the case may be, in accordance with this Indenture and the Security Documents; (5c) 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 qualify qualify, or maintain the qualification of of, this Indenture under the TIA; (7d) to add give effect to the covenants release of the Issuer any Released Interests or a Guarantor for the benefit any other release of the Holders or Collateral, in each case permitted to surrender any right or power herein conferred upon the Issuer or a Guarantor with respect to the Notes; (8) to provide for the issuance of Additional Notes be released in accordance with the provisions set forth in terms of this IndentureIndenture or the relevant Security Documents; (9e) to mortgage, pledge, hypothecate evidence or grant any other Lien effect the pledge of additional or substitute assets or property as Collateral in favor of the Collateral Agent or Trustee for the benefit of the Holders as additional security for the payment and performance of all or any portion of the obligations under the Notes and this Indenture in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a Lien is required to be granted to or for the benefit of the Trustee or the Collateral Agent pursuant to this Indenture, any of the Security Documents or otherwise; (10) to add or remove Secured Parties (or any agent acting on their behalf) to or from any Security Documents or to release Collateral from the Lien of accordance with this Indenture and the Security Documents when permitted or required by the Security Documents or this Indenture; orDocuments; (11f) to evidence the release of any Guarantor in accordance with Section 10.04 hereof or the addition of any new Guarantor in accordance with Sections 4.17 and 4.22 hereof; (g) to evidence and provide for the acceptance of appointment hereunder by a separate or successor Trustee with respect to the Notes and to make such additions or changes as shall be necessary or appropriate to provide for or facilitate the administration of the trusts hereunder by more than one trustee pursuant to the requirements of Section 7.12 hereof; (h) to comply with the requirements of the Trustee and the Depository (including their respective nominees) with respect to transfers of beneficial interests in the Notes or to provide for issuance of the Exchange Notes; and (i) to make any other change that would provide any additional rights or benefits to the Holders of the Notes, or that does not materially adversely affect the rights of any Holder hereunder. The Trustee is hereby authorized to join with the Issuer and the Guarantors in the execution of any supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations which may be therein contained, but the Trustee shall not be obligated to enter into any such supplemental indenture which adversely affects its own rights, duties or immunities Notes under this Indenture, the Notes, the Guarantees, the Registration Rights Agreement or the Security Documents or, in the case of any other change to the Intercreditor Agreement, that does not adversely affect the rights of any Holder of Notes in any material respect.

Without Consent of Holders. The Issuer Issuers and the Guarantors, when authorized by Board Resolutions of their respective Boards of Directors, and the Trustee (or in the case of the Security Documents, the Collateral Agent) may amend, waive or supplement (or, if applicable, authorize the Collateral Agent to amend, waive or supplement) this Indenture, the Security DocumentsSecurities, the Note Guarantees or Guarantees, any Security Document and/or the Notes Intercreditor Agreements without prior notice to or consent of any HolderSecurityholder: (1) to provide for the assumption of the Issuer’s or a Guarantor’s obligations to the Holders pursuant to Section 5.01; (2) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3a) to cure any ambiguity, defect or inconsistency, provided that such amendment or supplement does not adversely affect the rights of any Holder; (4b) to add Note Guarantees with respect provide for uncertificated Securities in addition to the Notes or to secure the Notesin place of certificated Securities; (5c) to release comply with any Guarantor from any requirements of its obligations the SEC under its Note Guarantee the TIA, including the qualification of the Indenture under the TIA or this Indenture (to the extent permitted by this Indenture)requirement of the Canada Business Corporations Act; (6d) to qualify evidence the succession in accordance with Article V or maintain X hereof of another Person to an Issuer or a Guarantor, as the qualification case may be, and the assumption by any such successor of this Indenture under the TIA; (7) to add to the covenants of the an Issuer or a Guarantor for herein and in the benefit of the Holders or to surrender any right or power herein conferred upon the Issuer or a Guarantor with respect to the NotesSecurities; (8) to provide for the issuance of Additional Notes in accordance with the provisions set forth in this Indenture; (9e) to mortgage, pledge, hypothecate pledge or grant any other Lien a security interest in favor of the Collateral Agent or Trustee for the benefit of the Holders as additional security for the payment and performance of all or any portion of the its obligations under the Notes and this Indenture Indenture, in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a Lien security interest is required to be granted granted, to or for the benefit of the Trustee or the Collateral Agent pursuant to this IndentureSection 11.6 hereof, any of the Security Documents Document or otherwise; (10f) to evidence and provide for the acceptance of appointment hereunder by a separate or successor Trustee with respect to the Securities and to add or remove Secured Parties (or any agent acting on their behalf) to or from change any Security Documents or to release Collateral from of the Lien provisions of this Indenture and as shall be necessary to provide for or facilitate the Security Documents when permitted or required administration of the trust hereunder by more than one Trustee, pursuant to the Security Documents or this Indenture; orrequirements of Section 7.12; (11g) to make any other change that does not materially adversely affect the rights of any Holder hereunder. The Trustee is hereby authorized Holder; (h) to join add or release any Guarantor strictly in accordance with the Issuer and the Guarantors in the execution of any supplemental indenture authorized or permitted by the terms another provision of this Indenture and or under the Security Documents expressly providing for such addition or release; or (i) to make release from the Lien of the Security Documents any further appropriate agreements and stipulations which may be therein containedClosed Facility, but the Trustee shall not be obligated to enter into Specialty Steel Assets or any such supplemental indenture which adversely affects its own rightsReleased Mortgaged Property, duties or immunities under this Indenturein each case in accordance with Section 11.3(b).

Without Consent of Holders. The Issuer and This Indenture, the Trustee (or in Notes, the case of the Security DocumentsNote Guarantees, the Collateral Agent) Documents and the Escrow Agreement may amend, waive be amended or supplement this Indenturesupplemented by the Issuer, the Security DocumentsGuarantors, the Note Guarantees or Trustee, the Notes Collateral Agent (as applicable) and the Escrow Agent (solely with respect to the Escrow Agreement) without prior notice to or consent of any Holder: (1i) to provide for the assumption of the Issuer’s cure any ambiguity, omission, defect or a Guarantor’s obligations to the Holders pursuant to Section 5.01inconsistency; (2ii) to comply with (a) Article IV in respect of the assumption by a Successor Issuer of an obligation of the Issuer under this Indenture, the Notes and the Collateral Documents and (b) Article IV and Article X in respect of the assumption by a Person of the obligations of a Guarantor under its Note Guarantee, this Indenture, the Notes and the Collateral Documents; (iii) 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; (3iv) to cure any ambiguityissue Additional Notes in accordance with this Indenture, defect or inconsistency; (4) to add Note Guarantees with respect to the Notes or to secure the Notes; (5) to release any a Guarantor from any of its obligations under its Note Guarantee or this Indenture (to the extent permitted by this Indenture); (6) to qualify or maintain the qualification of this Indenture under the TIA; (7) to add to the covenants of the Issuer or a Guarantor for the benefit of the Holders or to surrender any right or power herein conferred upon the Issuer or a Guarantor with respect to the Notes; (8) to provide for the issuance of Additional Notes in accordance with the applicable provisions set forth in of this Indenture; (9v) add additional property or assets as Collateral to secure the Notes and the Note Guarantees; (vi) to mortgage, pledge, hypothecate or grant any other Lien release Liens in favor of the Notes Collateral Agent or Trustee for the benefit of the Holders as additional security for the payment and performance of all or any portion of the obligations under the Notes and this Indenture in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a Lien is required to be granted to or for the benefit of the Trustee or the Collateral Agent pursuant to this Indenture, any of the Security Documents as provided in Section 11.2 or otherwise; (10) to add or remove Secured Parties (or any agent acting on their behalf) to or from any Security Documents or to release Collateral from the Lien of otherwise in accordance with this Indenture and the Security Documents when permitted or required by the Security Documents or this Indenture; or (11) to make any other change that does not materially adversely affect the rights of any Holder hereunder. The Trustee is hereby authorized to join with the Issuer and the Guarantors in the execution of any supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations which may be therein contained, but the Trustee shall not be obligated to enter into any such supplemental indenture which adversely affects its own rights, duties or immunities under this Indenture.Collateral Documents;

Without Consent of Holders. The Issuer Notwithstanding Section 9.02, the Issuers, any Guarantor and the Trustee (or in the case of the Security Documents, and the Collateral Agent) , as applicable, may amend, waive amend or supplement this Indenture, the Security DocumentsNotes, any Note Guarantee, the Note Guarantees Security Documents or the Notes Intercreditor Agreement without prior notice to or the consent of any Holder: (1) to provide for the assumption of the Issuer’s cure any ambiguity, omission, mistake, defect or a Guarantor’s obligations to the Holders pursuant to Section 5.01inconsistency; (2) 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); (3) to cure provide for the assumption of the Issuers’ or any ambiguity, defect Guarantor’s obligations to Holders and Note Guarantees in accordance with this Indenture and the Security Documents in the case of a merger or inconsistencyconsolidation or sale of all or substantially all of the Issuers’ or such Guarantor’s assets; (4) to add Note Guarantees with respect to make any change that would not materially adversely affect the Notes legal or to secure the Notescontractual rights under this Indenture of any such Holder; (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 qualify or maintain the qualification of this Indenture under the TIA; (7) to add to the covenants of the Issuer or a Guarantor Issuers for the benefit of the Holders or to surrender any right or power herein conferred upon the Issuer Issuers or a Guarantor any Guarantor; (a) to add or release Note Guarantees, and/or collateral, in accordance with the terms of this Indenture with respect to the NotesNotes or (b) to add one or more co-issuers of the Notes as required under Section 5.01(a); (7) to evidence and provide for the acceptance of appointment by a successor Trustee or Collateral Agent; (8) to provide for the issuance of Additional Notes in accordance with the provisions set forth in conform this Indenture, the Notes, any Note Guarantee, any Security Document or the Intercreditor Agreement to any provision of the “Description of Notes” in the Offering Memorandum to the extent such provision is intended to be a verbatim recitation thereof; (9) to mortgageamend the Intercreditor Agreement to add additional holders of Additional Obligations permitted under this Indenture, pledgethe Intercreditor Agreement and any Additional Agreements then in effect; (10) to amend the Security Documents to add any holders of Additional Pari Passu Obligations to the extent permitted under this Indenture, hypothecate the Intercreditor Agreement and any Additional Pari Passu Agreement then in effect; (11) to (x) to make, complete or confirm any grant any other Lien in favor of the Collateral Agent permitted or Trustee for the benefit of the Holders as additional security for the payment and performance of all or any portion of the obligations under the Notes and this Indenture in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a Lien is required to be granted to or for the benefit of the Trustee or the Collateral Agent pursuant to by this Indenture, any of the Security Documents or otherwise; (10) to add or remove Secured Parties (the Intercreditor Agreement, or any agent acting on their behalf) release of Collateral pursuant to or from any Security Documents or to release Collateral from the Lien terms of this Indenture and the Security Documents when permitted or required by Indenture, any of the Security Documents or this Indenture; orthe Intercreditor Agreement, (y) add to the Collateral securing the Notes, or (z) to extend the timeline for delivery or perfection under the Security Documents; (1112) to comply with any requirement of the SEC in connection with any qualification of this Indenture under the U.S. Trust Indenture Act of 1939, as amended; (13) to make any other change amendment to the provisions of this Indenture relating to the transfer and legending of the Notes as permitted by this Indenture, including, without limitation, to facilitate the issuance and administration of the Notes; provided, however, that (i) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of any Holder hereunder. The Trustee is hereby authorized Holders to join transfer Notes; or (14) to provide for the issuance of Additional Notes under this Indenture in compliance with the Issuer and the Guarantors in the execution of any supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations which may be therein contained, but the Trustee shall not be obligated to enter into any such supplemental indenture which adversely affects its own rights, duties or immunities under this Indenturehereof.

Without Consent of Holders. The Issuer Notwithstanding Section 9.02, the Issuer, any Note Guarantor (with respect to a Note Guarantee, this Indenture, the Equal Priority Intercreditor Agreement or the Security Documents to which it is a party, except that no existing Subsidiary Guarantor will be required to execute any amended or supplemental Indenture that solely relates to changes described in Section 9.01(7)), the Trustee and the Trustee (or in the case of the Security Documents, the Notes Collateral Agent) Agent may amend, waive amend or supplement this Indenture, the Security DocumentsNotes, any Note Guarantee, the Note Guarantees Equal Priority Intercreditor Agreement or the Notes Security Documents without prior notice to or the consent of any Holder: (1) to provide for the assumption of the Issuer’s cure any ambiguity, omission, mistake, defect or a Guarantor’s obligations to the Holders pursuant to Section 5.01inconsistency; (2) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3) to cure provide for the assumption of the Issuer’s or any ambiguityNote Guarantor’s obligations pursuant to the terms of this Indenture, defect the Notes, any Note Guarantee, the Equal Priority Intercreditor Agreement or inconsistencyany Security Documents, as provided for, or otherwise to comply with, Article 5; (4) to add Note Guarantees with respect make any change that would provide any additional rights or benefits to the Notes Holders or to secure that does not materially adversely affect the Noteslegal rights under this Indenture of any Holder; (5) to release any Guarantor from any of its obligations under its Note Guarantee add covenants or this Indenture (to the extent permitted by this Indenture); (6) to qualify or maintain the qualification of this Indenture under the TIA; (7) to add to the covenants of the Issuer or a Guarantor other rights for the benefit of the Holders or to surrender any right or power herein conferred upon the Issuer or any Note Guarantor; (6) to evidence and provide for the acceptance and appointment under this Indenture of a Guarantor with respect successor Trustee or a successor Notes Collateral Agent thereunder pursuant to the Notesrequirements thereof; (7) to add a Note Guarantor or another guarantor under this Indenture or to release a Note Guarantee or another guarantee of the Notes in accordance with the terms of this Indenture, the Equal Priority Intercreditor Agreement and/or the Security Documents; (8) to conform the text of this Indenture (including the Note Guarantees), the Notes, the Equal Priority Intercreditor Agreement or the Security Documents, 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 (including the Note Guarantees), the Notes, the Equal Priority Intercreditor Agreement or any Security Document, as certified to the Trustee in an Officer’s Certificate; (9) 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 or to ensure compliance with applicable securities laws; or (10) to provide for the issuance of Additional Notes in accordance with the provisions set forth in terms of this Indenture; (911) to mortgage, pledge, hypothecate add Collateral with respect to any or grant any other Lien in favor all of the Collateral Agent or Trustee for Notes and/or the benefit of the Holders as additional security for the payment and performance of all or any portion of the obligations under the Notes and this Indenture in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a Lien is required to be granted to or for the benefit of the Trustee or the Collateral Agent pursuant to this Indenture, any of the Security Documents or otherwiseNote Guarantees; (1012) to add or remove Secured Parties (or release any agent acting on their behalf) to or from any Security Documents or to release Collateral from the Lien of this Indenture and securing the Security Documents Notes when permitted or required by the Security Documents, this Indenture and including any release of any lien that is not then otherwise required by this Indenture to be pledged as security for the Notes) or the Equal Priority Intercreditor Agreement; (13) to add any Additional Equal Priority Secured Parties to any Security Documents or the Equal Priority Intercreditor Agreement; (14) to enter into any intercreditor agreement having substantially similar terms with respect to the Holders as those set forth in the Equal Priority Intercreditor Agreement, taken as a whole, or any joinder thereto; (15) in the case of any Security Document, to include therein any legend required to be set forth therein pursuant to the Equal Priority Intercreditor Agreement, or to modify any such legend as required by the Equal Priority Intercreditor Agreement; (16) to provide for the succession of any parties to the Security Documents or the Equal Priority Intercreditor Agreement (and any amendments that are administrative or ministerial in nature) in connection with an amendment, renewal, extension, substitution, refinancing, restructuring, replacement, supplementing or other modification from time to time of the Senior Credit Facilities or any other agreement that is not prohibited by this Indenture; or (1117) to make any other change that does not materially adversely affect comply with requirements of the rights SEC in order to effect or maintain the qualification of any Holder hereunderthis Indenture under the Trust Indenture Act, as applicable. The Upon the request of the Issuer, and upon receipt by the Trustee is hereby authorized to of the documents described in Section 9.06, the Trustee and/or the Notes Collateral Agent shall join with the Issuer and the any Note Guarantors in the execution of any amended or supplemental indenture or security documents or intercreditor agreements authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations which that may be therein contained, but the Trustee and/or the Notes Collateral Agent shall not be obligated to enter into any such amended or supplemental indenture which adversely affects or security documents or intercreditor agreements that affect its own rights, duties or immunities under this IndentureIndenture or otherwise.

Without Consent of Holders. The Issuer Notwithstanding Section 9.02 of this Indenture, without the consent of any Holder, the Issuer, the Guarantors, the Trustee and the Trustee Collateral Agent (or in the case of the Security Documents, the Collateral Agentif applicable) may amend, waive amend or supplement this Indenture, the Security DocumentsNotes, the Note Guarantees or the Notes without prior notice to or consent of any HolderSecurity Documents: (1) to cure any ambiguity, defect, omission or inconsistency in this Indenture, the Notes, the Note Guarantees or the Security Documents; (2) to provide for the assumption of the Issuer’s or a Guarantor’s obligations to Holders and the Holders pursuant Note Guarantees in the case of a merger or consolidation or sale of all or substantially all of the Issuer’s or such Guarantor’s assets to comply with Article 5 or Section 5.01; (2) to provide for uncertificated Notes in addition to or in place of certificated Notes;10.04; (3) to cure comply with any ambiguity, defect or inconsistency; (4) to add Note Guarantees requirements of the Commission in connection with respect to the Notes or to secure the Notes; (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 qualify or maintain the qualification of this Indenture under the TIA;, if applicable; (74) to evidence and provide for the acceptance of an appointment by a successor Trustee or successor Collateral Agent (if applicable); (5) to provide for any Guarantee of the Notes or to confirm and evidence the release, termination or discharge of any Guarantee of the Notes when such release, termination or discharge is required or permitted by this Indenture; (6) to add to the covenants of the Issuer or a any Guarantor for the benefit of the Holders or to surrender any right or power herein conferred upon the Issuer or a Guarantor with respect to the Notes;any Guarantor; (8) 7) to provide for the issuance of Additional Notes and related Guarantees in accordance with the provisions set forth in terms of this Indenture and the Security Documents; (8) to conform the text of this Indenture, the Notes, the Note Guarantees or the Security Documents to any provision of the “Description of the Notes” section of the Offering Memorandum; (9) to add additional assets as Collateral, to release Collateral from the Lien pursuant to this Indenture and the Security Documents when permitted or required by this Indenture and the Security Documents, to secure additional extensions of credit and add additional secured creditors holding Obligations that are permitted to constitute Pari Passu Lien Obligations under the Security Documents pursuant to the terms of this Indenture; (910) to mortgage, pledge, hypothecate or grant any other Lien in favor of the Collateral Agent or Trustee for the benefit of itself, the Holders Trustee and the Holders, as additional security for the payment and performance of all or any portion of the Notes and the Issuer’s and Guarantors’ obligations under the Notes and this Indenture Indenture, in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a Lien is required to be granted to or for the benefit of the Trustee or the Collateral Agent pursuant to this Indenture, any of the Security Documents or otherwise; (10) to add or remove Secured Parties (or any agent acting on their behalf) to or from any Security Documents or 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 (11) to make any other change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under this Indenture of any Holder in any material respect; (12) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes; provided, however, that (a) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act, or any other applicable securities law and (b) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (13) to supplement any Holder hereunderof the provisions of this Indenture to the extent necessary to permit or facilitate defeasance and discharge of the Notes; provided, that the action shall not adversely affect the interests of the Holders; (14) provide for a reduction in the minimum denominations of the Notes; (15) comply with the rules of any applicable securities depositary; or (16) 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. The Upon the request of the Issuer accompanied by a Board Resolution authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee is hereby authorized to of the documents described in Sections 7.02, 9.05 and 13.03 hereof, the Trustee shall join with the Issuer and the Guarantors in the execution of any amended or supplemental indenture or other amendment or supplement authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations which that may be therein contained, but the Trustee shall not be obligated to enter into any such amended or supplemental indenture which adversely or other amendment or supplement that affects its own rights, duties or immunities under this IndentureIndenture or otherwise.

Without Consent of Holders. The Issuer Notwithstanding Section 9.02 of this Indenture, without the consent of any Holder, the Issuer, the Guarantors, the Trustee and the Collateral Trustee (or in the case of the Security Documents, the Collateral Agent) may amend, waive amend or supplement this Indenture, the Security DocumentsNotes, the Note Guarantees or and the Notes without prior notice to or consent of any HolderSecurity Documents: (1a) to provide for the assumption of the Issuer’s cure any ambiguity, defect or a Guarantor’s obligations to the Holders pursuant to Section 5.01inconsistency; (2b) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3c) to cure any ambiguity, defect provide for the assumption of the Issuer’s or inconsistencya Guarantor’s obligations to Holders and Note Guarantees by a successor to the Issuer or such Guarantor pursuant to Article 5 or Article 10 hereof; (4d) to add make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights hereunder of any such Holder; (e) to make, complete or confirm any grant of Collateral permitted or required by this Indenture or any Security Document or to evidence the release, termination or discharge of any Collateral or Security Documents or Note Guarantees in accordance with the terms of this Indenture or the Security Documents; (f) to conform the text of this Indenture, the Notes, the Note Guarantees or the Security Documents to any provision of the “Description of the Exchange Notes” section of the Offering Circular, to the extent that such provision in that “Description of the Exchange Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Notes, the Note Guarantees or the Security Documents, which intent may be evidenced by an Officers’ Certificate of the Issuer or Guarantor to that effect; (g) to enter into additional or supplemental Security Documents or otherwise provide additional Collateral; (h) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes or to secure the Notes; (5i) to release any Guarantor from any subordinate the Liens of its obligations under its Note Guarantee or this Indenture (the Collateral Trustee on the Collateral to the extent permitted by this Indenture)Permitted Priority Liens; (6j) to qualify evidence and provide for the acceptance of appointment hereunder by a successor trustee pursuant to the requirements of this Indenture; (k) to provide for the release of a Guarantee of the Notes by a Restricted Subsidiary of the Issuer which release is otherwise permitted under this Indenture and would not result in a Default or Event of Default; or (l) to comply with the requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; (7) to add to the covenants of the Issuer or a Guarantor for the benefit of the Holders or to surrender any right or power herein conferred upon the Issuer or a Guarantor with respect to the Notes; (8) to provide for the issuance of Additional Notes in accordance with the provisions set forth in this Indenture; (9) to mortgage, pledge, hypothecate or grant any other Lien in favor of the Collateral Agent or Trustee for the benefit of the Holders as additional security for the payment and performance of all or any portion of the obligations under the Notes and this Trust Indenture in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a Lien is required to be granted to or for the benefit of the Trustee or the Collateral Agent pursuant to this Indenture, any of the Security Documents or otherwise; (10) to add or remove Secured Parties (or any agent acting on their behalf) to or from any Security Documents or 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 (11) to make any other change that does not materially adversely affect the rights of any Holder hereunder. The Trustee is hereby authorized to join with the Issuer and the Guarantors in the execution of any supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations which may be therein contained, but the Trustee shall not be obligated to enter into any such supplemental indenture which adversely affects its own rights, duties or immunities under this IndentureAct.

Without Consent of Holders. The Issuer and the Trustee (or in the case of the Security Documentsa) Notwithstanding Section 9.2, the Collateral Agent) may amend, waive or supplement this Indenture, the Security DocumentsNotes, the Note Guarantees Guaranties and the other Second Lien Documents may be amended or supplemented by the Issuer, any Guarantor (with respect to a Second Lien Document to which it is a party), the Trustee and the Secured Notes Collateral Agent (if applicable) without prior notice to or consent of any Holder: (1i) to cure any ambiguity, omission, mistake, defect or inconsistency identified in an Officer’s Certificate of the Issuer delivered to the Trustee; (ii) to provide for the assumption by a successor Person of the Issuer’s obligations of the Issuer or a Guarantor’s obligations to any Guarantor under this Indenture, the Holders pursuant to Section 5.01Second Lien Collateral Documents and the Notes or Guaranty or any other Second Lien Document, as the case may be; (2) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3) to cure any ambiguity, defect or inconsistency; (4) to add Note Guarantees with respect to the Notes or to secure the Notes; (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 qualify or maintain the qualification of this Indenture under the TIA; (7iii) to add to the covenants or Events of the Issuer or a Guarantor Default for the benefit of the Holders or to surrender any right or power herein conferred upon the Issuer or a any Guarantor or any Subsidiary; (iv) to make any change that does not adversely affect the rights of any Holder in any material respect upon delivery to the Trustee of an Officer’s Certificate of the Issuer certifying the absence of such adverse effect or to make any change that would provide any additional rights or benefits to the Holders; (v) to add or release Guaranties in accordance with the terms of this Indenture with respect to the Notes; (8) vi) to supplement Schedules 4.1, 4.2 and 4.3, in accordance with a supplemental indenture substantially in the form attached to this Indenture as Exhibit E, in connection with the addition of a Subsidiary as a Guarantor; (vii) to add additional assets as Collateral; (viii) to make, complete or confirm any grant of Collateral permitted or required by this Indenture or any of the other Second Lien Documents, any release of Collateral pursuant to the terms of this Indenture or any of the other Second Lien Documents or any release, termination or discharge of any Lien pursuant to the terms of this Indenture or any of the other Second Lien Documents; (ix) 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; (x) to comply with any requirement of the SEC in connection with the qualification of this Indenture under the TIA; (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 (i) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities Law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (xii) to evidence and provide for the acceptance of appointment by a successor Trustee or Secured Notes Collateral Agent; provided that the successor Trustee or Secured Notes Collateral Agent is otherwise qualified and eligible to act as such under the terms of this Indenture; (xiii) to provide for or confirm the issuance of Additional Notes in accordance with the provisions set forth in this Indenture; (9) to mortgage, pledge, hypothecate or grant any other Lien in favor of the Collateral Agent or Trustee for the benefit of the Holders as additional security for the payment and performance of all or any portion of the obligations under the Notes and this Indenture in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a Lien is required to be granted to or for the benefit of the Trustee or the Collateral Agent pursuant to this Indenture, any of the Security Documents or otherwise; (10) to add or remove Secured Parties (or any agent acting on their behalf) to or from any Security Documents or 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 (11xiv) to make comply with Section 4.4. (b) Holders will be deemed to have consented for purposes of the Second Lien Collateral Documents to any of the following amendments and other modifications to the Second Lien Collateral Documents: (i) to establish that the Liens on any Collateral securing any Indebtedness replacing the First Lien Credit Agreement or any other change First Lien Facility permitted to be incurred under Section 4.3 shall have a senior priority to the Liens on such Collateral securing any Obligations under this Indenture, the Notes and the Guaranties, all on the terms provided for in the Intercreditor Agreement in effect immediately prior to such replacement; and (ii) upon any cancellation or termination of the First Lien Credit Agreement and all other First Lien Facilities without a replacement thereof, to establish that the Collateral shall secure the Obligations under this Indenture, the Notes and the Guaranties on a first priority basis. The Secured Notes Collateral Agent shall sign any amendment, waiver or other modification to the Second Lien Collateral Documents set forth in this Section 9.1(b) if such amendment, waiver or other modification does not materially adversely affect the rights rights, duties, liabilities or immunities of the Secured Notes Collateral Agent. In executing any Holder hereunder. The Trustee is hereby authorized amendment, waiver or other modification to join with the Issuer Second Lien Collateral Documents, the Secured Notes Collateral Agent shall be entitled to receive and the Guarantors (subject to Section 7.1 hereof) shall be fully protected in relying upon an Officer’s Certificate stating that the execution of any supplemental indenture such amendment, waiver or other modification is authorized or permitted by the terms of this Indenture applicable Second Lien Collateral Document, and to make any further appropriate agreements and stipulations which may be therein contained, but complies with the Trustee shall not be obligated to enter into any such supplemental indenture which adversely affects its own rights, duties or immunities under this Indentureprovisions thereof.

Without Consent of Holders. The Issuer and Notwithstanding Section 9.02 hereof, the Company, the Guarantors, the Trustee (or in the case of the Security Documents, and the Collateral Agent) , as the case may amendbe, waive may amend or supplement this EchoStar Exchange Notes Indenture, the Security DocumentsEchoStar Exchange Notes, the Note Guarantees Notes Guarantees, or the Notes Security Documents without prior notice to or the consent of any Holder: (1) to provide for the assumption of the Issuer’s or a Guarantor’s obligations to the Holders pursuant to Section 5.01; (2) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3) to cure any ambiguity, defect or inconsistency; (2) to provide for uncertificated EchoStar Exchange Notes in addition to or in place of certificated EchoStar Exchange Notes; (3) to provide for the assumption of the Company’s or a Guarantor’s obligations to the Holders in the case of a merger or consolidation or sale of all or substantially all of the Company’s or a Guarantor’s assets, as applicable; (4) to add Note Guarantees with respect make any change that would provide any additional rights or benefits to the Notes Holders or to secure that does not adversely affect the Noteslegal rights hereunder of any Holder; (5) to release any Guarantor from any comply with requirements of its obligations under its Note Guarantee or this Indenture (the SEC in order to the extent permitted by this Indenture); (6) to qualify effect or maintain the qualification of this EchoStar Exchange Notes Indenture under the TIA; (6) to conform the text of this EchoStar Exchange Notes Indenture, the EchoStar Exchange Notes, the Notes Guarantees or the Security Documents to any provision of the “Description of the EchoStar Exchange Notes” section of the Company’s prospectus filed with the SEC pursuant to Rule 424(b)(3) under the Securities Act on October 10, 2024 to the extent that such provision in such “Description of the EchoStar Exchange Notes” was intended to be a verbatim or substantially verbatim recitation of a provision thereof; (7) to add to the covenants of the Issuer enter into additional or a Guarantor supplemental Security Documents or provide for the benefit of the Holders or to surrender any right or power herein conferred upon the Issuer or a Guarantor with respect to the Notesadditional Collateral; (8) to allow any Guarantor to execute a supplemental indenture; (9) to make, complete or confirm any Notes Guarantee or any grant of Collateral permitted or required by the EchoStar Exchange Notes Indenture, any Intercreditor Agreement or any of the Security Documents; (10) to release Notes Guarantees or any Collateral when permitted or required by the terms of this EchoStar Exchange Notes Indenture, any Intercreditor Agreement and the Security Documents; (11) to evidence and provide for the acceptance and appointment under this EchoStar Exchange Notes Indenture of successor trustees pursuant to the requirements thereof; (12) to secure any Notes Obligations under the Security Documents; or (13) to provide for the issuance of PIK Notes and Additional Notes in accordance with the provisions limitations set forth in this the EchoStar Exchange Notes Indenture; (9) to mortgage, pledge, hypothecate or grant any other Lien in favor . Upon the request of the Collateral Agent Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee for the benefit of the Holders as additional security for the payment and performance of all or any portion of the obligations under the Notes and this Indenture documents described in any property or assetsSection 7.02 hereof, including any which are required to be mortgaged, pledged or hypothecated, or in which a Lien is required to be granted to or for the benefit of the Trustee or and/or the Collateral Agent pursuant to this IndentureAgent, any of as the Security Documents or otherwise; (10) to add or remove Secured Parties (or any agent acting on their behalf) to or from any Security Documents or 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 (11) to make any other change that does not materially adversely affect the rights of any Holder hereunder. The Trustee is hereby authorized to case may be, may join with the Issuer Company and the Guarantors in the execution of any amended or supplemental indenture or amendment or supplement to the EchoStar Exchange Notes, the Notes Guarantees or the Security Documents authorized or permitted by the terms of this EchoStar Exchange Notes Indenture and to make any further appropriate agreements and stipulations which that may be therein contained, but in all events the Trustee shall and the Collateral Agent will not be obligated to enter into any such amended or supplemental indenture which adversely or amendment or supplement to the EchoStar Exchange Notes, the Notes Guarantees or the Security Documents that affects its own rights, duties or immunities under this EchoStar Exchange Notes Indenture, the EchoStar Exchange Notes, the Notes Guarantees or the Security Documents or otherwise.

Without Consent of Holders. The Issuer Notwithstanding Section 9.02 of this Indenture, without the consent of any Holder of Notes, the Issuer, the Guarantors (to the extent a party to the applicable document) and the Trustee (or in and to the case of the Security Documents, extent applicable the Collateral Agent) may amend, waive amend or supplement this Indenture, the Security DocumentsNotes, the Note Guarantees Guarantees, the Security Documents or the Notes without prior notice to or consent of any HolderIntercreditor Agreement: (1) to provide for the assumption of the Issuer’s cure any ambiguity, defect or a Guarantor’s obligations to the Holders pursuant to Section 5.01inconsistency; (2) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3) to cure provide for the assumption of the Issuer’s or any ambiguity, defect Guarantor’s obligations to Holders of Notes in the case of a merger or inconsistencyconsolidation or sale of all or substantially all of the Issuer’s or such Guarantor’s assets; (4) to make any change that would provide any additional rights or benefits to the Holders of Notes or that does not adversely affect in any material respect the legal rights under the Notes Documents of any such Holder; (5) to comply with requirements of the Commission in order to effect or maintain the qualification of this Indenture under the TIA; (6) to provide for the issuance of Additional Notes in accordance with this Indenture; (7) to add Note Guarantees Guarantors with respect to the Notes or to secure the Notes; (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 qualify or maintain the qualification of this Indenture under the TIA; (7) 8) to add to the covenants of the Issuer or a Guarantor for the benefit of the Holders or to surrender any right or power herein conferred upon the Issuer or a Guarantor with respect to the Notes; (8) to provide for the issuance of Additional Notes in accordance with the provisions set forth in this Indentureadditional assets as Collateral; (9) to mortgage, pledge, hypothecate or grant any other release Collateral from the Lien in favor of the Collateral Agent or Trustee for the benefit of the Holders as additional security for the payment and performance of all or any portion of the obligations under the Notes and this Indenture Guarantor from its Guarantee, in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a Lien is required to be granted to or for the benefit of the Trustee or the Collateral Agent each case pursuant to this Indenture, any of the Security Documents and the Intercreditor Agreement when permitted or required by this Indenture, the Security Documents or otherwisethe Intercreditor Agreement; (10) to add or remove Secured Parties Other Pari Passu Lien Obligations to the Security Documents; (or any agent acting on their behalf11) to comply with the rules of any applicable securities depositary; (12) to provide for a successor trustee or from any Security Documents or to release Collateral from collateral agent in accordance with the Lien terms of this Indenture and the Security Documents when permitted or required by the Security Documents or to otherwise comply with any requirement of this Indenture; or (1113) to make conform the text of this Indenture, the Notes, the Security Agreement, any other change Security Documents or the Intercreditor Agreement to any provision of the “Description of Notes” section of the Offering Memorandum to the extent that, in the good faith opinion of the Issuer, such provision was intended by the Issuer to be a verbatim recitation of the text of the “Description of the Notes” section of the Offering Memorandum, which intent shall be evidenced by an Officers’ Certificate to that does not materially adversely affect effect; provided that the rights Issuer has delivered to the Trustee an Opinion of any Holder hereunder. The Trustee is hereby authorized to join Counsel and an Officers’ Certificate, each stating that such amendment or supplement complies with the Issuer and the Guarantors in the execution of any supplemental indenture authorized or permitted by the terms provisions of this Indenture and to make any further appropriate agreements and stipulations which may be therein contained, but the Trustee shall not be obligated to enter into any such supplemental indenture which adversely affects its own rights, duties or immunities under this IndentureSection 9.01.

Without Consent of Holders. The Issuer and the Trustee (or in the case Notwithstanding Section 9.2 of the Security Documents, the Collateral Agent) may amend, waive or supplement this Indenture, the Security Issuer, any Guarantor (with respect to its Guarantee, this Indenture or the Collateral Documents), the Note Guarantees Trustee and/or the Collateral Agent may amend, supplement or modify this Indenture, any Guarantee, the Collateral Documents and the Notes without prior notice to or the consent of any Holder: (1) to provide for the assumption of the Issuer’s cure any ambiguity, omission, mistake, defect or a Guarantor’s obligations to the Holders pursuant to Section 5.01inconsistency; (2) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3) to cure any ambiguityprovide for the assumption of the Issuer’s or a Guarantor’s obligations to Holders of Notes and Guarantees in the case of a merger, defect amalgamation or inconsistencyconsolidation or sale of all or substantially all of the Issuer’s or such Guarantor’s assets, as applicable in each case, in accordance with the terms of this Indenture and the Collateral Documents; (4) to add Note Guarantees with respect make any change that would provide any additional rights or benefits to the Holders of Notes or (including the addition of collateral to secure the NotesNotes and/or additional guarantees) or that does not adversely affect the legal rights under this Indenture of any such Holder; (5) to release conform the text of this Indenture, the Collateral Documents, the Guarantees or the Notes to any Guarantor from any provision of its obligations under its Note Guarantee or this Indenture (to the extent permitted by that such provision of this Indenture), the Collateral Documents, the Guarantees or the Notes was intended to conform to the text of this Indenture as evidenced by an Officer’s Certificate; (6) to qualify or maintain the qualification of this Indenture under the TIA; (7) to add to the covenants of the Issuer or a Guarantor for the benefit of the Holders or to surrender any right or power herein conferred upon the Issuer or a Guarantor with respect to the Notes; (8) to provide for the issuance of Additional Notes in accordance with the provisions limitations set forth in this Indenture as of the Issue Date; (7) to allow any Guarantor to execute a supplemental indenture and/or a Guarantee with respect to the Notes or to release any Guarantor from its Guarantee if such release is in accordance with the terms of this Indenture; (8) to evidence and provide for the acceptance and appointment under this Indenture or Collateral Documents of a successor Trustee or Collateral Agent, as applicable, pursuant to the requirements thereof; (9) to mortgageadd additional assets as Collateral or to release any Collateral from the Liens securing the Notes, pledge, hypothecate or grant any other Lien in favor each case pursuant to the terms of this Indenture and the Collateral Agent Documents, as and when permitted or Trustee for the benefit of the Holders as additional security for the payment and performance of all or any portion of the obligations under the Notes and required by this Indenture in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a Lien is required to be granted to or for the benefit of the Trustee or and the Collateral Agent pursuant to this Indenture, any of the Security Documents or otherwiseDocuments; (10) to add or remove Secured Parties 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 (i) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any agent acting on their behalfapplicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (11) to make, complete or from confirm any Security grant of Collateral permitted or required by this Indenture or any of the Collateral Documents or any release, termination or discharge of Collateral that becomes effective as set forth in this Indenture or any of the Collateral Documents; (12) to release enter into any Acceptable Intercreditor Agreement or intercreditor agreement having substantially similar terms with respect to the Holders as those set forth in the Pari Passu Intercreditor Agreement, taken as a whole, or any joinder thereto; (13) to release, terminate and/or discharge Collateral from the Lien of this Indenture and securing the Security Documents Obligations when permitted or required by this Indenture or the Security Collateral Documents; and (14) to amend the Collateral Documents or to provide for the addition of any creditors to such agreements to the extent a pari passu Lien for the benefit of such creditor is permitted by the terms of this Indenture; or (11) . Subject to make any other change that does not materially adversely affect Section 9.2, upon the rights request of any Holder hereunder. The the Issuer and upon receipt by the Trustee is hereby authorized to and the Collateral Agent of the documents described in Section 9.6 and Section 13.2 hereof, the Trustee and/or the Collateral Agent will join with the Issuer and the Guarantors in the execution of any such amended or supplemental indenture authorized indenture, security documents or permitted by intercreditor agreements, unless such amended or supplemental indenture, security documents or intercreditor agreements affects the terms of this Indenture and to make any further appropriate agreements and stipulations which may be therein contained, but the Trustee shall not be obligated to enter into any such supplemental indenture which adversely affects its Trustee’s or Collateral Agent’s own rights, duties duties, liabilities or immunities under this IndentureIndenture and the Collateral Documents or otherwise, in which case the Trustee or Collateral Agent, as applicable, may in its discretion, but will not be obligated to, enter into such amended or supplemental indenture, security documents or intercreditor agreements.

Without Consent of Holders. The Issuer and Notwithstanding Section 9.02, the Company, the Guarantors, the Trustee (or in the case of the Security Documents, and the Collateral Agent) , as applicable, may amend, supplement or waive or supplement any provision of this Indenture, the Security DocumentsNotes, the Note Guarantees Guarantees, the Collateral Documents or the Notes Intercreditor Agreement, without prior notice to or the consent of any Holder: (1) to provide for the assumption of the Issuer’s cure any ambiguity, defect or a Guarantor’s obligations to the Holders pursuant to Section 5.01inconsistency; (2) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3) to cure any ambiguityprovide for the assumption of an Company’s or a Guarantor’s obligations to Holders in the case of a merger or consolidation or sale of all or substantially all of the Company’s or such Guarantor’s assets, defect or inconsistencyas applicable; (4) to add Note Guarantees with respect make any change that would provide any additional rights or benefits to the Notes Holders or to secure that does not adversely affect the Noteslegal rights under this Indenture of any such Holder; (5) to release any Guarantor from any comply with requirements of its obligations under its Note Guarantee or this Indenture (the SEC in order to the extent permitted by this Indenture); (6) to qualify effect or maintain the qualification of this Indenture under the TIA; (76) to add conform the text of the Indenture Documents to any provision of the “Description of Notes” section of the Offering Memorandum to the covenants extent that such provision was intended to be a verbatim recitation of the Issuer or a Guarantor for the benefit applicable provision of the Holders or to surrender any right or power herein conferred upon the Issuer or a Guarantor with respect to the NotesIndenture Document; (8) 7) to provide for the issuance of Additional Notes in accordance with the provisions limitations set forth in this Indenture; (8) to evidence and provide for the acceptance and appointment of a successor trustee under this Indenture pursuant to the requirements hereof; (9) to mortgage, pledge, hypothecate or grant allow any other Lien in favor of the Collateral Agent or Trustee for the benefit of the Holders as additional security for the payment and performance of all or any portion of the obligations under Guarantor to execute a supplemental indenture to evidence its Note Guarantee with respect to the Notes and this Indenture or to release a Guarantor from its Note Guarantee in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a Lien is required to be granted to or for accordance with the benefit terms of the Trustee or the Collateral Agent pursuant to this Indenture, any of the Security Documents or otherwise;; or (10) to add enter into additional or remove Secured Parties (or any agent acting on their behalf) to or from any Security supplemental Collateral Documents or to release Collateral from the Lien of this Indenture and or the Security Collateral Documents when permitted or required by the Security Documents or this Indenture; or (11) to make any other change that does not materially adversely affect the rights of any Holder hereunder. The Trustee is hereby authorized to join in accordance with the Issuer and the Guarantors in the execution of any supplemental indenture authorized or permitted by the terms of this Indenture and Indenture, subject to make any further appropriate agreements and stipulations which may be therein contained, but the Trustee shall not be obligated to enter into any such supplemental indenture which adversely affects its own rights, duties or immunities under this IndentureIntercreditor Agreement.

Without Consent of Holders. The Issuer (a) Notwithstanding Section 9.02, without the consent of any Holder, the Issuers, the Subsidiary Guarantors and the Trustee (or in the case of the Security Documents, the Collateral Agent) may amend, waive amend or supplement this Indenture, the Security Documents, Notes and the Note Guarantees or the Notes without prior notice to or consent of any Holderto: (1) to provide for the assumption of the Issuer’s cure any ambiguity, defect or a Guarantor’s obligations to the Holders pursuant to Section 5.01inconsistency; (2) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3) to cure any ambiguityprovide for the assumption of the Issuers’ or a Subsidiary Guarantor’s obligations to Holders of Notes and Note Guarantees in the case of a merger, defect amalgamation or inconsistencyconsolidation or sale of all or substantially all of such Issuer’s or such Subsidiary Guarantor’s assets in accordance with Section 5.01; (4) to add Note Guarantees with respect make any change that would provide any additional rights or benefits (including the addition of collateral) to the Holders of Notes or to secure that does not adversely affect in any material respect the Noteslegal rights under this Indenture of any such Holder; (5) to release any Guarantor from any of its obligations under its Note Guarantee or this Indenture (to the extent permitted by this Indenture)[reserved]; (6) to qualify or maintain conform the qualification text of this Indenture under Indenture, the TIANote Guarantees or the Notes to any provision of the “Description of Notes” section of the Offering Circular; (7) to add to the covenants of the Issuer or a Guarantor for the benefit of the Holders or to surrender any right or power herein conferred upon the Issuer or a Guarantor with respect to the Notes; (8) to provide for the issuance of Additional additional Notes in accordance with the provisions limitations set forth in this Indenture; (9) 8) to mortgage, pledge, hypothecate allow any Subsidiary Guarantor to execute a supplemental indenture (which supplemental indenture need not be executed by the Issuers or grant any other Lien in favor of Subsidiary Guarantor) and/or a Note Guarantee with respect to the Collateral Agent or Trustee for the benefit of the Holders as additional security for the payment and performance of all or any portion of the obligations under the Notes and this Indenture in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a Lien is required to be granted to or for the benefit of the Trustee or the Collateral Agent pursuant to this Indenture, any of the Security Documents or otherwise; (10) to add or remove Secured Parties (or any agent acting on their behalf) to or from any Security Documents or to release Collateral from the Lien of this Indenture and the Security Documents when permitted or required by the Security Documents or this IndentureNotes; or (119) to make any other change that does not materially adversely affect comply with the rights rules of any Holder hereunder. The applicable securities depository. (b) Upon the request of the Issuers, and upon receipt by the Trustee is hereby authorized to of the documents described in Section 12.04, the Trustee shall join with the Issuer and Issuers and, subject to clause (a)(8) above, the Subsidiary 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 which that may be therein contained, but the Trustee shall not be obligated to enter into any such amended or supplemental indenture which adversely that affects its own rights, duties or immunities under this IndentureIndenture or otherwise. (c) After an amendment, supplement or waiver under this Section 9.01 becomes effective, the Issuers shall send to the Holders of Notes affected thereby a written notice briefly describing the amendment, supplement or waiver. Any failure of the Issuers to send such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement or waiver.

Without Consent of Holders. The Issuer Company, the Guarantors and the Trustee (may modify or in the case of the Security Documents, the Collateral Agent) may amend, waive or supplement amend this Indenture, the Security Documents, the Note Guarantees Indenture or the Notes Securities without prior notice to or the consent of any HolderSecurityholder to: (1a) add guarantees with respect to the Securities or secure the Securities, including without limitation to add any Subsidiary as an additional Guarantor as provided in Section 11.05 hereof or to evidence the succession of another Person to any Guarantor pursuant to Section 11.03 hereof and the assumption by any such successor of the covenants and agreements of such Guarantor contained herein and in the Subsidiary Guarantee of such Guarantor; (b) conform this Indenture and the Securities to the “Description of Notes” as set forth in the Prospectus; (c) add to the covenants of the Company or Events of Default for the benefit of the Holders of Securities; (d) surrender any right or power herein conferred upon the Company; (e) eliminate the right of the Company to make a Physical Settlement Election in order to satisfy its Conversion Obligations pursuant to Section 10.03(b) hereof; (f) provide for the assumption by a successor company of the Issuer’s or a GuarantorCompany’s obligations to the Holders of Securities in the case of a merger, consolidation, conveyance, transfer, sale or lease pursuant to Article 5 or Section 5.0110.06 hereof; (2g) comply with the requirements of the SEC in order to effect or maintain the qualification of this Indenture or any supplemental indenture under the TIA; (h) cure any ambiguity, manifest error or defect; (i) cure any omission or correct any inconsistency in the Indenture, provided that the rights of the Securityholders are not adversely affected in any material respect; (j) make other changes to this Indenture or forms or terms of the Securities so long as no such change individually or in the aggregate with all other such changes has or will have a material adverse effect on the interests of the Holders of the Securities; (k) establish the form of Securities (substantially in the form of Exhibit B); (l) evidence and provide for the acceptance of the appointment under this Indenture of a successor Trustee in accordance with the terms of this Indenture; (m) provide for uncertificated Notes Securities in addition to or in place of certificated Notes;Certificated Securities; provided, however, that the 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; or (3n) to cure any ambiguity, defect or inconsistency; (4) to add Note Guarantees with respect to the Notes or to secure the Notes; (5) to release any Guarantor from any of its obligations under its Note Subsidiary Guarantee or this Indenture (to the extent permitted by this Indenture); (6) to qualify or maintain the qualification of this Indenture under the TIA; (7) to add to the covenants of the Issuer or a Guarantor for the benefit of the Holders or to surrender any right or power herein conferred upon the Issuer or a Guarantor with respect to the Notes; (8) to provide for the issuance of Additional Notes in accordance with the provisions set forth in this Indenture; (9) to mortgage, pledge, hypothecate or grant any other Lien in favor of the Collateral Agent or Trustee for the benefit of the Holders as additional security for the payment and performance of all or any portion of the obligations under the Notes and this Indenture in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a Lien is required to be granted to or for the benefit of the Trustee or the Collateral Agent pursuant to this Indenture, any of the Security Documents or otherwise; (10) to add or remove Secured Parties (or any agent acting on their behalf) to or from any Security Documents or 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 (11) to make any other change that does not materially adversely affect the rights of any Holder hereunder. The Trustee is hereby authorized to join with the Issuer and the Guarantors provided in the execution of any supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations which may be therein contained, but the Trustee shall not be obligated to enter into any such supplemental indenture which adversely affects its own rights, duties or immunities under this Indenture.

Without Consent of Holders. The Issuer Notwithstanding Section 9.02 hereof, from time to time, the Company and the Trustee (or in the case of the Security Documents, the Collateral Agent) may amend, waive amend or supplement this Indenture, the Security DocumentsIntercreditor Agreement, the Note Guarantees Arazi/Lancaster Collateral Agreement, any Security Document or the Notes Securities without prior notice to or the consent of any HolderHolder of Creditor Notes: (1) to provide for the assumption of the Issuer’s or a Guarantor’s obligations to the Holders pursuant to Section 5.01; (2) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3) to cure any ambiguity, defect or inconsistency; (2) to provide for certificated Securities in addition to or in place of uncertificated Securities; (3) to comply with Article 5 and/or Article 12 hereof; (4) to make any change that would provide any additional rights or benefits to Holders or that does not materially and adversely affect the legal rights hereunder of any Holder; (5) to evidence and provide for the acceptance of an appointment by a successor trustee and to add to or change the provisions of this Indenture as shall be necessary to facilitate the appointment of a separate trustee pursuant to Section 6.15; (6) to allow any Subsidiary Guarantor to execute a supplemental indenture and/or add Note Guarantees with respect to the Notes or to secure the NotesSecurities; (57) (A) to release enter into additional or supplemental Security Documents or otherwise add Collateral for or further secure the Securities or any Guarantor from Note Guarantees or any other obligation under this Indenture or (B) to make, complete or confirm any grant of Collateral permitted or required by this Indenture or any of its obligations under its Note Guarantee the Security Documents or any release, termination or discharge of Collateral that becomes effective as set forth in this Indenture or any of the Security Documents; (8) to release a Subsidiary Guarantor as provided in this Indenture; (9) to add any Priority Lien Obligations, First Lien Obligations, Second Lien Obligations, Third Lien Obligations, Fourth Lien Obligations or Fifth Lien Obligations, in each case, to the extent permitted by under this Indenture), to the Security Documents, the Arazi/Lancaster Collateral Agreement, and the Intercreditor Agreement on the terms set forth therein, or otherwise in accordance with the terms of this Indenture, any Security Document, the Arazi/Lancaster Collateral Agreement or the Intercreditor Agreement; (610) to qualify conform the provisions of this Indenture, the Securities, the Note Guarantees, the Security Documents, the Arazi/Lancaster Collateral Agreement and the Intercreditor Agreement to any provision of the Participating Notes Indenture, the Participating Notes, the related guarantees, the Security Documents, the Arazi/Lancaster Collateral Agreement and the Intercreditor Agreement that has been consented to by the requisite principal amount of Participating Notes pursuant to article IX of the Participating Notes Indenture; or (11) to comply with the requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; (7) to add to the covenants of the Issuer or a Guarantor for the benefit of the Holders or to surrender any right or power herein conferred upon the Issuer or a Guarantor with respect to the Notes; (8) to provide for the issuance of Additional Notes in accordance with the provisions set forth in this Indenture; (9) to mortgage, pledge, hypothecate or grant any other Lien in favor of the Collateral Agent or Trustee for the benefit of the Holders as additional security for the payment and performance of all or any portion of the obligations under the Notes and this Indenture in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a Lien is required to be granted to or for the benefit of the Trustee or the Collateral Agent pursuant to this Indenture, any of the Security Documents or otherwise; (10) to add or remove Secured Parties (or any agent acting on their behalf) to or from any Security Documents or 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 (11) to make any other change that does not materially adversely affect the rights of any Holder hereunder. The Trustee is hereby authorized to join with the Issuer and the Guarantors in the execution of any supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations which may be therein contained, but the Trustee shall not be obligated to enter into any such supplemental indenture which adversely affects its own rights, duties or immunities under this Indenture.

Without Consent of Holders. The Issuer and Notwithstanding Section 9.02 hereof, the Issuers, any Guarantor (with respect to a Guarantee, this Indenture or the Security Documents to which it is a party), the Trustee and/or the Notes Collateral Agent (or in and any other Agents party thereto (to the extent applicable)), as the case of the Security Documentsmay be, the Collateral Agent) may amend, waive amend or supplement this Indenture, the Security DocumentsNotes, the Note Guarantees any Guarantee or the Notes Security Documents without prior notice to or the consent of any Holder: (1a) to provide for the assumption of the Issuer’s cure any ambiguity, omission, mistake, defect or a Guarantor’s obligations to the Holders pursuant to Section 5.01inconsistency; (2b) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3c) to cure any ambiguity, defect or inconsistencycomply with Section 5.01 hereof; (4d) to provide for the assumption of the Issuer’s, the Co-Issuer’s or any Guarantor’s obligations to the Holders; (e) to make any change that would provide any additional rights or benefits to the Holders or that does not materially adversely affect the legal rights under this Indenture of any such Holder; (f) to add Note Guarantees with respect to the Notes or to secure the Notes; (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 qualify or maintain the qualification of this Indenture under the TIA; (7) to add to the modify covenants of the Issuer or a Guarantor for the benefit of the Holders or to surrender any right or power herein conferred upon the Issuer Issuers or a Guarantor with respect to the Notesany Guarantor; (8) g) to provide for the issuance of Additional Notes in accordance with the provisions set forth in terms of this Indenture; (9h) to evidence and provide for the acceptance and appointment under this Indenture of a successor ▇▇▇▇▇▇▇, a successor Notes Collateral Agent or a successor Paying Agent (or any other applicable agent) hereunder pursuant to the requirements hereof; (i) to add an obligor or a Guarantor under this Indenture; (j) to conform the text of this Indenture, the Notes, any Guarantees or the Security Documents to any provision of the “Description of Secured Notes” section of the Offering Memorandum; (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, without limitation 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) to release any Guarantor from its Guarantee pursuant to this Indenture when permitted or required by this Indenture; (m) to release and discharge any Lien securing the Notes when permitted or required by this Indenture or the Security Documents; (n) to comply with the rules of any applicable securities depositary; (o) to mortgage, pledge, hypothecate or grant any other Lien in favor of the Trustee or the Notes Collateral Agent or Trustee for the benefit of the Holders Holders, as additional security for the payment and performance of all or any portion of the obligations under the Pari Passu Notes and this Indenture Obligations, in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a Lien is required to be granted to or for the benefit of the Trustee or the Notes Collateral Agent pursuant to this Indenture, any of the Security Documents or otherwise; (10p) to add or remove Additional Pari Passu Secured Parties to any Security Documents; (q) (A) to enter into any intercreditor agreement having substantially similar terms with respect to the Holders as those set forth in the Pari Passu Intercreditor Agreement, taken as a whole, or any agent acting on their behalfjoinder thereto; or (B) enter into the Junior Lien Intercreditor Agreement or any intercreditor agreement having substantially similar terms with respect to the Holders as those set forth in the Junior Lien Intercreditor Agreement, taken as a whole, or any joinder thereto, (C) to enter into the ABL/Fixed Asset Intercreditor Agreement or from any intercreditor agreement having substantially similar terms with respect to the Holders as those set forth in the ABL/Fixed Asset Intercreditor Agreement, taken as a whole, or any joinder thereto and (D) to enter into any amendment or supplement to any intercreditor agreement to add other debt representatives as party thereto and to make such other changes to the applicable intercreditor agreement, as in the good faith determination of the Issuer, are required to effectuate the foregoing; (r) in the case of any Security Documents Document, to include therein any legend required to be set forth therein pursuant to the Pari Passu Intercreditor Agreement or any other intercreditor agreement or to release Collateral from modify any such legend as required by the Lien Pari Passu Intercreditor Agreement or any other intercreditor agreement; and (s) to provide for the succession of this Indenture and any parties to the Security Documents when permitted (and other amendments that are administrative or required ministerial in nature) in connection with an amendment, renewal, extension, substitution, refinancing, restructuring, replacement, supplementing or other modification from time to time of the Senior Secured Credit Facilities or any other agreement that is not prohibited by this Indenture. Upon the request of the Issuer, and upon receipt by the Security Documents or this Indenture; or Trustee and the Notes Collateral Agent of the documents described in Section 7.02 hereof (11) to make any other change that does not materially adversely affect the rights extent requested by the Trustee and/or the Notes Collateral Agent and subject to the last sentence of any Holder hereunder. The Section 9.05), the Trustee is hereby authorized to and/or the Notes Collateral Agent shall join with the Issuer Issuers and the Guarantors in the execution of any amended or supplemental indenture indenture, security documents or intercreditor agreements authorized or permitted by the terms of this Indenture and the Security Documents and to make any further appropriate agreements and stipulations which that may be therein contained, but the Trustee and/or the Notes Collateral Agent shall have the right, but not be obligated to to, enter into any such amended or supplemental indenture which adversely affects indenture, security documents or intercreditor agreements that affect its own rights, duties or immunities under this Indenture, the Security Documents or otherwise. Notwithstanding the foregoing, no Opinion of Counsel or board resolution shall under this Section 9.01 be required in connection with the addition of a Guarantor under this Indenture upon execution and delivery by such Guarantor, the Trustee and the Notes Collateral Agent of a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto.

Without Consent of Holders. The Issuer Company and Trustee may modify and amend this Indenture or any Security Document without the Trustee (or in the case of the Security Documents, the Collateral Agent) may amend, waive or supplement this Indenture, the Security Documents, the Note Guarantees or the Notes without prior notice to or consent of any HolderHolder for any of the following purposes so long as such modification or amendment does not, in the opinion of the Trustee, adversely affect the rights of any of the Holders in any material respect: (1i) to provide for the assumption of the Issuer’s cure any ambiguity, omission, defect or a Guarantor’s obligations inconsistency in this Indenture or any Security Document; (ii) to the Holders pursuant to comply with Section 5.01; (2iii) to provide for uncertificated Notes certificated Notes, in addition to or in place of certificated uncertificated Notes; (3) to cure any ambiguity, defect or inconsistency; (4iv) to add Note additional Guarantees with respect to the Notes or to secure the Notes; (5v) to release any Guarantor from any of its obligations secure the Notes under its Note Guarantee or this Indenture (to the extent permitted by this Indenture); (6vi) to qualify add to the covenants of the Company for the benefit of the Holders of the Notes or maintain to surrender any right or power conferred upon the Company; (vii) to comply with any requirement of the Commission in connection with the qualification of this Indenture under the TIA; (7viii) to add to the covenants of the Issuer or a Guarantor for the benefit of the Holders or to surrender any right or power herein conferred upon the Issuer or a Guarantor with respect to the Notes; (8) to provide for the issuance of Additional Notes in accordance with the provisions set forth in this Indenture; (9) to mortgage, pledge, hypothecate or grant any other Lien in favor of the Collateral Agent or Trustee for the benefit of the Holders as additional security for the payment and performance of all or any portion of the obligations under the Notes and this Indenture in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a Lien is required to be granted to or for the benefit of the Trustee or the Collateral Agent pursuant to this Indenture, any including the issuance of Additional Notes as restricted securities under the Security Documents or otherwise; (10) Securities Act and Exchange Notes issued in exchange for such Additional Notes pursuant to add or remove Secured Parties (or any agent acting on their behalf) to or from any Security Documents or to release Collateral from an exchange offer registered with the Lien of this Indenture and the Security Documents when permitted or required by the Security Documents or this IndentureCommission; or (11ix) to make any other change that does not materially adversely affect evidence and provide the rights acceptance of any Holder hereunderthe appointment of a successor Trustee under Section 7.09. The Trustee is hereby authorized to join with the Issuer and the Guarantors in the execution of any supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations which may be therein containedIn formulating its opinion on such matters, but the Trustee shall not be obligated entitled to enter into any rely on such supplemental indenture which adversely affects its own rightsevidence as it deems appropriate, duties or immunities under this Indentureincluding, without limitation, solely on an Opinion of Counsel.

Without Consent of Holders. The Issuer Issuer, the Subsidiary Guarantors and the Trustee (or in the case of the Security DocumentsTrustee, the Collateral Agent) together, may amend, waive amend or supplement this Indenture, the Securities, any Note Guarantee or the Security Documents, the Note Guarantees or the Notes without prior notice to or consent of any Holder, to: (1) to provide for the assumption of the Issuer’s or a Guarantor’s obligations to the Holders pursuant to Section 5.01; (2) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3) to cure any ambiguity, defect or inconsistencyinconsistency in this Indenture; (42) to add Note Guarantees comply with respect to the Notes provisions described under Article V or to secure the NotesSection 4.14; (53) to release comply with any Guarantor from any requirements of its obligations under its Note Guarantee or this Indenture (to the extent permitted by this Indenture); (6) to qualify or maintain Commission in connection with the qualification of this Indenture under the TIA; (4) evidence and provide for the acceptance of appointment by a successor Trustee; (5) add a Subsidiary Guarantor; (6) add any additional asset as Collateral; (7) to add to release any Collateral from the covenants Note Liens when permitted or required under this Indenture or the Security Documents; (8) permit the creation and perfection of Liens on the Issuer or a Guarantor Collateral (other than the Escrow Account and the escrowed funds held therein) for the benefit of the Holders or to surrender any right or power herein conferred upon the Issuer or a Guarantor with respect holders of Parity Lien Indebtedness, to the Notesextent such indebtedness and the Parity Lien securing such indebtedness is permitted by the terms of this Indenture and the Security Documents; (8) to 9) provide for the issuance of Additional Notes in accordance with the provisions set forth in this Indenture; (9) to mortgage, pledge, hypothecate or grant any other Lien in favor terms of the Collateral Agent or Trustee for the benefit of the Holders as additional security for the payment and performance of all or any portion of the obligations under the Notes and this Indenture in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a Lien is required to be granted to or for the benefit of the Trustee or the Collateral Agent pursuant to this Indenture, any of the Security Documents or otherwise; (10) to add or remove Secured Parties (or any agent acting on their behalf) to or from any Security Documents or 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 (1110) conform this Indenture or the Security Documents to make any other change that does not materially adversely affect the rights "Description of any Holder hereunder. The Trustee is hereby authorized to join with the Issuer and the Guarantors Notes" contained in the execution Offering Memorandum to the extent that such provision in the "Description of any supplemental indenture authorized or permitted by Notes" contained in the terms Offering Memorandum was intended to be a verbatim recitation of a provision of this Indenture and or the Security Documents; provided that the Issuer has delivered to make any further appropriate agreements and stipulations which may be therein contained, but the Trustee shall not be obligated to enter into any an Opinion of Counsel and an Officers' Certificate, each stating that such supplemental indenture which adversely affects its own rights, duties amendment or immunities under supplement complies with the provisions of this IndentureSection 9.1.

Without Consent of Holders. The Issuer and the Trustee Notwithstanding Section 9.02 (or in the case “With Consent of the Security Documents, the Collateral AgentHolders”) may amend, waive or supplement of this Indenture, the Security DocumentsCompany, the Note Guarantees Guarantors, the Trustee, the Noteholder Collateral Agent and the Pari Passu Collateral Agent, as applicable, may amend or supplement this Indenture Documents and the Notes Registration Rights Agreement without prior notice to or the consent of any Holder: (1) to provide for the assumption of the Issuer’s cure any ambiguity, defect or a Guarantor’s obligations to the Holders pursuant to Section 5.01inconsistency; (2) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3) to cure any ambiguityprovide for the assumption of the Company’s or a Guarantor’s obligations to Holders 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, defect or inconsistencyas applicable; (4) to add Note Guarantees with respect make any change that would provide any additional rights or benefits to the Notes Holders or to secure that does not adversely affect the Noteslegal rights under this Indenture of any such Holder; (5) to release any Guarantor from any comply with requirements of its obligations under its Note Guarantee or this Indenture (the SEC in order to the extent permitted by this Indenture); (6) to qualify effect or maintain the qualification of this Indenture under the TIA; (6) to conform the text of this Indenture, the Collateral Agreements, the Notes or the Note Guarantees to any provision of the Description of Notes to the extent that such provision in the Description of Notes was intended to be set forth, verbatim or in substance, in a provision of this Indenture, the Collateral Agreements, the Notes or the Note Guarantees, which intent shall be evidenced by an Officers’ Certificate to that effect; (7) to add to evidence and provide for the covenants acceptance of the Issuer appointment under this Indenture and the Collateral Agreements of a successor Trustee, Noteholder Collateral Agent or a Guarantor for Pari Passu Collateral Agent; (8) to make any other provisions with respect to matters or questions arising under this Indenture, the benefit Collateral Agreements, the Notes, the Note Guarantees or the Intercreditor Agreement (if any), provided that the actions pursuant to this clause will not adversely affect the interests of the Holders of the Notes in any material respect, as determined in good faith by the Company; (9) to enter into additional or supplemental Collateral Agreements; (10) to surrender release Collateral when permitted or required by this Indenture or the Collateral Agreements; (11) to provide for the issuance of additional Notes in accordance with the limitations set forth in this Indenture as of the date of this Indenture, including Section 4.08 (“Incurrence of Indebtedness and Issuance of Preferred Stock”); (12) to allow any right or power herein conferred upon the Issuer or Guarantor to execute a Guarantor supplemental indenture and/or a Note Guarantee with respect to the Notes; (8) to provide for the issuance of Additional Notes in accordance with the provisions set forth in this Indenture; (913) to mortgageenter into, pledgeand to perfect security interests and Liens granted therein, hypothecate or grant any other Lien in favor the Collateral Agreements and transactions contemplated thereby respecting Bahamian registration of the Collateral Agent or Trustee for Tungsten Explorer and its mortgaging after the benefit of the Holders as additional security for the payment and performance of all or any portion of the obligations under the Notes and this Indenture in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a Lien is required to be granted to or for the benefit of the Trustee or the Collateral Agent pursuant to this Indenture, any of the Security Documents or otherwise; (10) to add or remove Secured Parties (or any agent acting on their behalf) to or from any Security Documents or to release Collateral from the Lien of this Indenture and the Security Documents when permitted or required by the Security Documents or this IndentureIssue Date; or (1114) to make any other change that does not materially adversely affect accept and consent to, and to take all steps to perfect a security interest under, Collateral Agreements to be granted subsequent to the rights Issue Date, including with respect to Drilling Contracts and Internal Charters. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any Holder hereunder. The such amended or supplemental indenture, and upon receipt by the Trustee is hereby authorized to of the documents described in Section 7.02(b) (“Rights of Trustee”) hereof, the Trustee will 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 which that may be therein contained, but the Trustee shall will not be obligated to enter into any such amended or supplemental indenture which adversely that affects its own rights, duties or immunities under this IndentureIndenture or otherwise.

Without Consent of Holders. The Issuer and From time to time, the Company, the Guarantors, the Trustee (and, if such amendment, modification or in the case of the Security Documentssupplement relates to any Collateral Agreement, the Collateral Agent) , without the consent of the Holders, may amend, waive modify or supplement this Indenture, the Security DocumentsNotes, the Note Guarantees or and the Notes without prior notice to or consent of any HolderCollateral Agreements: (1) to provide for the assumption of the Issuer’s cure any ambiguity, defect or a Guarantor’s obligations to the Holders pursuant to Section 5.01inconsistency contained therein; (2) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3) to cure any ambiguity, defect provide for the assumption of the Company's or inconsistencya Guarantor's obligations to Holders in the case of a merger or consolidation involving the Company or such Guarantor or sale of all or substantially all of the assets of the Company or such Guarantor or the release of a Guarantor to the extent permitted under this Indenture; (4) to add Note Guarantees with respect make any change that would provide any additional rights or benefits to the Notes Holders or to secure that does not adversely affect the legal rights of any such Holder under this Indenture, the Notes, the Guarantees, the Registration Rights Agreement, the Intercreditor Agreement or the Collateral Agreements; (5) to release any Guarantor from any comply with requirements of its obligations under its Note Guarantee or this Indenture (the Commission in order to the extent permitted by this Indenture); (6) to qualify effect or maintain the qualification of this Indenture under the TIA; (76) to add allow any Subsidiary or any other Person to the covenants of the Issuer or a Guarantor for the benefit of the Holders or to surrender any right or power herein conferred upon the Issuer or a Guarantor with respect to guarantee the Notes; (8) to provide for the issuance of Additional Notes in accordance with the provisions set forth in this Indenture; (97) to mortgage, pledge, hypothecate or grant any other Lien in favor of the Collateral Agent or Trustee for the benefit of the Holders release a Guarantor as additional security for the payment and performance of all or any portion of the obligations under the Notes and this Indenture in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a Lien is required to be granted to or for the benefit of the Trustee or the Collateral Agent pursuant to this Indenture, any of the Security Documents or otherwise; (10) to add or remove Secured Parties (or any agent acting on their behalf) to or from any Security Documents or to release Collateral from the Lien of permitted by this Indenture and the Security Documents when permitted or required by the Security Documents or this Indenturerelevant Guarantee; or (11) 8) if necessary, in connection with any addition or release of Collateral permitted under the terms of this Indenture or Collateral Agreements, so long as such amendment, modification or supplement does not, in the opinion of the Trustee and, if such amendment, modification or supplement relates to make any other change that does not materially Collateral Agreement, the Collateral Agent, adversely affect the rights of any Holder hereunderof the Holders in any material respect. The Trustee is hereby authorized to join with the Issuer and the Guarantors in the execution In formulating its opinion on such matters, each of any supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations which may be therein contained, but the Trustee shall not and, if such amendment, modification or supplement relates to any Collateral Agreement, the Collateral Agent, will be obligated entitled to enter into any rely on such supplemental indenture which adversely affects its own rightsevidence as it deems appropriate, duties or immunities under this Indentureincluding, without limitation, solely on an Opinion of Counsel.

Without Consent of Holders. The Issuer Issuers, the Guarantors and the Trustee (or in the case of the Security Documents, the Collateral Agent) may amend, waive amend or supplement this Indenture, the Security DocumentsSecurities, the Note Guarantees or Guaranty, the Notes Intercreditor Agreement, the Second Lien Intercreditor Agreement and the Security Documents without prior notice to or consent of any Holder: (1a) to provide for the assumption of the Issuer’s cure any ambiguity, omission, defect or a Guarantor’s obligations to the Holders pursuant to Section 5.01inconsistency; (2b) to comply with Article X in respect of the assumption by a Person of the obligations of a Guarantor under the Guaranty, this Indenture and the Security Documents; (c) to provide for 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 or in a manner such that the uncertificated Securities are described in Section 163(f)(2)(B) of the Code; (3) to cure any ambiguity, defect or inconsistency; (4d) to add Note Guarantees guarantees with respect to the Notes Securities or to secure release a Guarantor from its obligations under the NotesGuaranty or this Indenture in accordance with this Indenture; (5e) to pledge or grant a security interest in favor of the Collateral Agent as additional security for the payment and performance of the Issuers’ and Guarantors’ obligations with respect to the Securities and the Guaranty thereof, in any property or assets, including any that are required to be mortgaged, pledged or hypothecated or in which a security interest is required to be granted, to the Collateral Agent pursuant to the Security Documents or otherwise; (f) to release any Guarantor from any Liens in favor of its obligations under its Note Guarantee or this Indenture (to the extent permitted by this Indenture)Collateral Agent in the Collateral as provided in accordance with Section 11.7; (6) to qualify or maintain the qualification of this Indenture under the TIA; (7g) to add to the covenants of the Issuer or a Guarantor Issuers for the benefit of the Holders or to surrender any right or power herein conferred upon the Issuer or a Guarantor with respect to the NotesIssuers; (8) h) to make any change that does not adversely affect the legal rights of any Holder; (i) to comply with any requirement of the SEC in connection with the qualification of this Indenture under the TIA to the extent required; (j) to 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; (k) to provide for the issuance of Additional Notes the Exchange Securities, which will have terms substantially identical in accordance all respects to the Initial Securities, (except that the transfer restrictions contained in the Initial Securities, if any, will be modified or eliminated, as appropriate), and which will be treated, together with the provisions set forth in this Indentureany outstanding Initial Securities, as a single class of securities; (9) to mortgage, pledge, hypothecate or grant any other Lien in favor of the Collateral Agent or Trustee for the benefit of the Holders as additional security for the payment and performance of all or any portion of the obligations under the Notes and this Indenture in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a Lien is required to be granted to or for the benefit of the Trustee or the Collateral Agent pursuant to this Indenture, any of the Security Documents or otherwise; (10l) to add or remove Secured Parties (or any agent acting on their behalf) to or from any Security Documents or to release Collateral from the Lien additional Events of this Indenture and the Security Documents when permitted or required by the Security Documents or this IndentureDefault; or (11m) to make provision with respect to the conversion rights of Holders pursuant to the requirements of Section 14.9. After an amendment or supplement under this Section becomes effective, the Issuers shall mail to the Holders a notice briefly describing such amendment or supplement. The failure to give such notice to all Holders, or any other change that does defect therein, shall not materially adversely impair or affect the rights validity of any Holder hereunder. The Trustee is hereby authorized to join with the Issuer and the Guarantors in the execution of any supplemental indenture authorized an amendment or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations which may be therein contained, but the Trustee shall not be obligated to enter into any such supplemental indenture which adversely affects its own rights, duties or immunities supplement under this IndentureSection.

Without Consent of Holders. The Issuer Issuer, the Co-Issuer, the Guarantors and the Trustee (or in the case of the Security Documents, the Collateral Agent) may amend, waive or supplement this Indenture, the Security Documents, the Note Guarantees or the Notes without prior notice to or consent of any Holder: (1) to provide for the assumption of the Issuer’s 's, the Co-Issuer's or a Guarantor’s 's obligations to the Holders pursuant to Section 5.01; (2) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3) to cure any ambiguity, omission, defect or inconsistency; (4) to add Note Guarantees guarantees with respect to the Notes or to secure the Notes; (5) to release any Guarantor from any of its obligations under its Note Guarantee or this Indenture (to the extent permitted by this Indenture); (5) to secure the Notes; (6) to qualify add covenants of the Issuer or the Co-Issuer for the benefit of the Holders or surrender any right or power conferred upon the Issuer or the Co-Issuer; (7) to provide for the issuance of Exchange Notes and Note Guarantees in respect thereof; (8) to maintain the qualification of this Indenture under the TIA; (7) to add to the covenants of the Issuer or a Guarantor for the benefit of the Holders or to surrender any right or power herein conferred upon the Issuer or a Guarantor with respect to the Notes; (8) to provide for the issuance of Additional Notes in accordance with the provisions set forth in this Indenture; (9) to mortgage, pledge, hypothecate or grant any other Lien in favor of the Collateral Agent or Trustee for the benefit of the Holders as additional security for the payment and performance of all or any portion of the obligations under the Notes and this Indenture in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a Lien is required to be granted to or for the benefit of the Trustee or the Collateral Agent pursuant to this Indenture, any of the Security Documents or otherwise; (10) to add or remove Secured Parties (or any agent acting on their behalf) to or from any Security Documents or 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 (119) to make any other change that does not materially adversely affect the rights of any Holder hereunder. The Trustee is hereby authorized to join with the Issuer, the Co-Issuer and the Guarantors in the execution of any supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations which may be therein contained, but the Trustee shall not be obligated to enter into any such supplemental indenture which adversely affects its own rights, duties or immunities under this Indenture.

Without Consent of Holders. The Issuer Notwithstanding Section 9.02, the Company, any Guarantor (with respect to a Guarantee or this Indenture) and the Trustee (or in the case of the Security Documents, the Collateral Agent) may amend, waive amend or supplement this Indenture, the Security Documents, the Note Guarantees Indenture and any Guarantee or the Notes without prior notice to or the consent of any Holder: (1a) to provide for the assumption of the Issuercure any ambiguity, omission, mistake, defect or inconsistency, as set forth in an Officer’s or a Guarantor’s obligations to the Holders pursuant to Section 5.01Certificate; (2b) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3c) to cure any ambiguity, defect or inconsistencycomply with Section 5.01; (4d) to provide for the assumption of the Company’s or any Guarantor’s obligations to the Holders; (e) 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 adversely affect the legal rights under this Indenture of any such Holder in any material respect; (f) to add Note Guarantees with respect to the Notes or to secure the Notes; (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 qualify or maintain the qualification of this Indenture under the TIA; (7) to add to the covenants of the Issuer or a Guarantor for the benefit of the Holders or to surrender any right or power herein conferred upon the Issuer Company or a Guarantor with respect to the Notesany Guarantor; (8) g) to provide for the issuance of Additional Notes or PIK Notes in accordance with the provisions set forth in terms of this Indenture; (9h) to mortgage, pledge, hypothecate or grant any other Lien in favor comply with requirements of the Collateral Agent SEC in order to effect or Trustee maintain the qualification of this Indenture under the Trust Indenture Act, if applicable; (i) to evidence and provide for the benefit acceptance and appointment under this Indenture of a successor Trustee or a successor Paying Agent thereunder pursuant to the requirements thereof; (j) 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 a Guarantee of a Parent Entity of the Holders as additional security for the payment and performance of all or any portion of the obligations Company under the Notes and this Indenture in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a Lien is required to be granted to or for the benefit of the Trustee or the Collateral Agent pursuant to this Indenture, or to release any such Guarantor or Guarantee if at the time of the Security Documents or otherwisesuch release such Guarantor is not otherwise required by this Indenture to be a Guarantor; (10l) to add or remove Secured Parties (or any agent acting on their behalf) to or from any Security Documents or to release Collateral from conform the Lien text of this Indenture and Indenture, the Security Documents when permitted Guarantees or required by the Security Documents or Notes to any provision of the “Description of the Notes” section of the Offering 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, the Guarantee or the Notes, as set forth in an Officer’s Certificate; or (11m) to make any other change 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 (1) 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 (2) such amendment does not materially and adversely affect the rights of Holders to transfer Notes. Upon the request of the Company accompanied by a resolution of its board of directors authorizing the execution of any Holder hereunder. The such amended or supplemental indenture, and upon receipt by the Trustee is hereby authorized to of the documents described in Section 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 which that may be therein contained, but the Trustee shall not be obligated to enter into any such amended or supplemental indenture which adversely that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, (1) no Opinion of Counsel 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, 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 and delivery on the Issue Date of this Indenture and the Initial Notes.

Without Consent of Holders. The Issuer Company, the Guarantors, the Trustee and the Trustee Collateral Agent (or in the case of the Security Documents, the Collateral Agentif applicable) may amend, waive amend or supplement this Indenture, the Security Documents, Notes and the Note Subsidiary Guarantees or the Notes without prior notice to or consent of any HolderNoteholder: (1) to provide for the assumption of the Issuer’s cure any ambiguity, omission, mistake, defect or a Guarantor’s obligations to the Holders pursuant to Section 5.01inconsistency; (2) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3) to cure provide for the assumption of the Company’s or any ambiguityGuarantor’s obligations to Holders of the Notes in the case of a merger or consolidation or sale of all or substantially all of the Company’s or such Guarantor’s properties or assets, defect or inconsistencyincluding the addition of any co-issuer of the Notes; (4) to add Note Guarantees with respect make any change that would provide any additional rights or benefits to the Holders of Notes or that does not adversely affect the legal rights of any such Holders under this Indenture, including to secure comply with requirements of the NotesSEC or the depositary in order to maintain the transferability of the Notes pursuant to Rule 144A or Regulation S; (5) to add any additional Guarantor or to release any Guarantor from its Subsidiary Guarantee, to evidence or provide for the acceptance of appointment of a successor trustee or to add any additional Events of its obligations under its Note Guarantee or this Indenture (to the extent permitted by Default, in each case, as provided in this Indenture); (6) to qualify or maintain conform the qualification text of this Indenture under Indenture, such Notes, the TIASubsidiary Guarantees or the Security Documents to any provision of the “Description of the Notes” in the Offering Memorandum to the extent that such provision in this “Description of the Notes” was intended to set forth, verbatim or in substance, a provision of this Indenture, the Notes, the Subsidiary Guarantees or the Security Documents (which intent will be certified to the Trustee in an Officers’ Certificate); (7) to add to provide for the covenants issuance of additional Notes and related Subsidiary Guarantees (and the Issuer or a Guarantor grant of security for the benefit of the Holders or to surrender any right or power herein conferred upon the Issuer or a Guarantor with respect to the Notes; (8) to provide for the issuance of Additional additional Notes and related guarantees) in accordance with the provisions limitations set forth in this Indenture; (8) to evidence or provide for the acceptance of appointment under this Indenture of a successor trustee or evidence and provide for a successor or replacement Collateral Agent under the Security Documents; (9) to make, complete or confirm any grant of Collateral permitted or required by this Indenture, any of the Security Documents or any release of Collateral that becomes effective as set forth in this Indenture, any of the Security Documents; (10) to add additional secured parties to the extent Liens securing obligations held by such parties are permitted under this Indenture, any of the Security Documents; (11) to mortgage, pledge, hypothecate or grant any other Lien in favor of the Collateral Agent or Trustee a security interest for the benefit of the Trustee and the Holders of the Notes as additional security for the payment and performance of all or the Company’s and any portion of the Guarantor’s obligations under the Notes and this Indenture Indenture, in any property property, or assets, including any of which are required to be mortgaged, pledged or hypothecated, or in which a Lien security interest is required to be granted to or for the benefit of the Trustee or the Collateral Agent pursuant to in accordance with the terms of this Indenture, any of the Security Documents Indenture or otherwise; (1012) to add or remove Secured Parties (or provide for the succession of any agent acting on their behalf) parties to or from any Security Documents or to release Collateral from the Lien of this Indenture and the Security Documents when permitted (and other amendments that are administrative or required by the Security Documents ministerial in nature) in connection with an amendment, renewal, extension, substitution, refinancing, restructuring, replacement, supplementing or this Indenture; or (11) other modification from time to make any other change that does not materially adversely affect the rights time of any Holder hereunder. The Trustee is hereby authorized to join agreement in accordance with the Issuer and the Guarantors in the execution of any supplemental indenture authorized or permitted by the terms of this Indenture and the relevant Security Document; and (13) to make any further appropriate agreements and stipulations which may be therein contained, but change not materially adverse to the Trustee shall not be obligated Holders of the Notes in order to enter facilitate entry into any such supplemental indenture which adversely affects its own rights, duties the ABL Facility or immunities under this Indenture.Junior Lien Documents

Without Consent of Holders. The Issuer Company, the Subsidiary Guarantors and the Trustee (or in the case of the Security Documents, the Collateral Agent) may amend, waive amend or supplement this Indenture, the Security DocumentsSecurities, the Note Subsidiary Guarantees or and the Notes Collateral Documents without prior notice to or consent of any HolderSecurityholder: (1) to provide for the assumption of the Issuer’s cure any ambiguity, omission, defect or a Guarantor’s obligations to the Holders pursuant to Section 5.01inconsistency; (2) to comply with (i) Article IV in respect of the assumption by a Successor Company of the obligations of the Company under this Indenture, the Securities, the Registration Rights Agreement and the Collateral Documents and (ii) Article X in respect of the assumption by a Person of the obligations of a Subsidiary Guarantor under its Subsidiary Guarantee, this Indenture, the Registration Rights Agreement and the Collateral Documents; (3) to provide for uncertificated Notes Securities in addition to or in place of certificated Notes; (3Securities; provided, however, that the uncertificated Securities are issued in registered form for purposes of Section 163(f) to cure any ambiguity, defect of the Code or inconsistencyin a manner such that the uncertificated Securities are described in Section 163(f)(2)(B) of the Code; (4) to add Note Guarantees with respect to the Notes Securities or to secure the Notesrelease a Subsidiary Guarantor from its Subsidiary Guarantee from its obligations under its Subsidiary Guarantee or this Indenture in accordance with this Indenture; (5) to release any Guarantor from any pledge or grant a security interest in favor of its the Collateral Agent as additional security for the payment and performance of the Company’s and Subsidiary Guarantors’ obligations under its Note Guarantee or this Indenture (with respect to the extent permitted by this Indenture)Securities and the Subsidiary Guarantees thereof, in any property or assets, including any that are required to be mortgaged, pledged or hypothecated or in which a security interest is required to be granted, to the Collateral Agent pursuant to the Collateral Documents or otherwise; (6) to qualify or maintain release Liens in favor of the qualification of this Indenture under Collateral Agent in the TIACollateral as provided in accordance with Section 11.6; (7) to add to the covenants of the Issuer or a Guarantor Company for the benefit of the Holders or to surrender any right or power herein conferred upon the Issuer or a Guarantor with respect to the NotesCompany; (8) to make any change that does not adversely affect the rights of any Securityholder or, in the case of the Intercreditor Agreement, that does not adversely affect the rights of any Securityholder in any material respect; (9) to comply with any requirement of the SEC in connection with the qualification of this Indenture under the TIA; (10) to 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; (11) to provide for the issuance of Additional Notes the Exchange Securities, which will have terms substantially identical in accordance with all respects to the provisions set forth in this Indenture; (9) to mortgage, pledge, hypothecate or grant any other Lien in favor of the Collateral Agent or Trustee for the benefit of the Holders as additional security for the payment and performance of all or any portion of the obligations under the Notes and this Indenture in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a Lien is required to be granted to or for the benefit of the Trustee Initial Securities or the Collateral Agent pursuant to this IndentureAdditional Securities, as the case may be (except that the transfer restrictions contained in the Initial Securities or the Additional Securities, if any, will be modified or eliminated, as appropriate), and which will be treated, together with any outstanding Initial Securities or Additional Securities, as a single class of the Security Documents or otherwise; (10) to add or remove Secured Parties (or any agent acting on their behalf) to or from any Security Documents or to release Collateral from the Lien of this Indenture and the Security Documents when permitted or required by the Security Documents or this Indenturesecurities; or (1112) to make conform the text of this Indenture, the Securities, the Subsidiary Guarantees or the Collateral Documents to any other change provision under the heading “Description of the Notes” in the Offering Memorandum to the extent that does such provision in the Offering Memorandum is intended to be a verbatim recitation of a provision of this Indenture, the Securities, the Subsidiary Guarantees or the Collateral Documents. After an amendment or supplement under this Section becomes effective, the Company shall mail to Securityholders a notice briefly describing such amendment or supplement. The failure to give such notice to all Securityholders, or any defect therein, shall not materially adversely impair or affect the rights validity of any Holder hereunder. The Trustee is hereby authorized to join with the Issuer and the Guarantors in the execution of any supplemental indenture authorized an amendment or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations which may be therein contained, but the Trustee shall not be obligated to enter into any such supplemental indenture which adversely affects its own rights, duties or immunities supplement under this IndentureSection.

Without Consent of Holders. The Issuer Notwithstanding Section 9.2 of this Indenture, the Issuer, any Guarantor (with respect to its Guarantee or this Indenture), the Trustee and the Trustee (or in the case of the Security Documents, the Collateral Agent) Agent may amend, waive amend or supplement this Indenture, the any Security DocumentsDocument, the Note Guarantees or any Guarantee and the Notes without prior notice to or the consent of any Holder: (1) to provide for the assumption of the Issuer’s cure any ambiguity, omission, mistake, defect or a Guarantor’s obligations to the Holders pursuant to Section 5.01inconsistency; (2) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3) to cure any ambiguity, defect comply with Article IV or inconsistencySection 10.2(b); (4) to add Note Guarantees with respect provide the assumption of the Issuer’s or any Guarantor’s obligations to the Notes or to secure the NotesHolders; (5) to release make any Guarantor from change that would provide any of its obligations under its Note Guarantee additional rights or this Indenture (benefits to the extent permitted by Holders or that does not adversely affect the legal rights under this Indenture), the Notes, the Guarantees or the Security Documents of any such Holder; (6) to qualify or maintain the qualification of this Indenture under the TIA; (7) to add to the covenants of the Issuer or a Guarantor for the benefit of the Holders or to surrender any right or power herein conferred upon the Issuer or a Guarantor with respect Guarantor; (7) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee pursuant to the Notesrequirements hereof; (8) to add a Guarantor under this Indenture or to add additional assets as Collateral; (9) release Liens in favor of the Collateral Agent in the Collateral as provided under Section 11.6 or otherwise in accordance with the terms of this Indenture or any Security Documents; (10) to conform the text of this Indenture, the Notes, the Security Documents or the Guarantees to any provision under the heading “Description of notes” in the Offering Memorandum to the extent that such provision in the Offering Memorandum was intended (as evidenced by an Officers’ Certificate from the Issuer) to be a verbatim recitation of a provision of this Indenture, the Notes, the Security Documents or the Guarantees; (11) to add any Pari Passu Payment Lien Obligations to the Security Documents on the terms set forth therein or to add any Junior Lien Indebtedness pursuant to the Junior Lien Intercreditor Agreement; (12) to provide for the issuance of Exchange Notes and Additional Notes in accordance with the provisions limitations set forth in this Indenture; (9) to mortgage, pledge, hypothecate or grant any other Lien in favor the Indenture as of the Collateral Agent or Trustee for the benefit of the Holders as additional security for the payment and performance of all or any portion of the obligations under the Notes and this Indenture in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a Lien is required to be granted to or for the benefit of the Trustee or the Collateral Agent pursuant to this Indenture, any of the Security Documents or otherwise; (10) to add or remove Secured Parties (or any agent acting on their behalf) to or from any Security Documents or to release Collateral from the Lien of this Indenture and the Security Documents when permitted or required by the Security Documents or this IndentureIssue Date; or (1113) to make any other change that does not materially adversely affect comply with the rights requirements of the SEC in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act. Subject to Section 9.2, upon the request of the Issuer accompanied by a resolution of its Board of Directors authorizing the execution of any Holder hereunder. The such amended or supplemental indenture, and upon receipt by the Trustee is hereby authorized to of the documents described in Section 13.4 hereof, the Trustee 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 the terms of this Indenture and to make any further appropriate agreements and stipulations which may be therein contained, but the Trustee shall not be obligated to enter into any such supplemental indenture which adversely directly affects its the 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 amended or supplemental Indenture. After an amendment or supplement under this Section 9.1 becomes effective, the 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 an amendment or supplement under this Section 9.1.

Without Consent of Holders. The Issuer Issuers, the Guarantors and the Trustee (or in the case of the Security Documents, the Collateral Agent) may amend, waive amend or supplement this Indenture, the Security DocumentsSecurities, the Note Guarantees or Guaranty, the Notes Intercreditor Agreement, the Second Lien Intercreditor Agreement and the Security Documents without prior notice to or consent of any Holder: (1a) to provide for the assumption of the Issuer’s cure any ambiguity, omission, defect or a Guarantor’s obligations to the Holders pursuant to Section 5.01inconsistency; (2b) to comply with Article X in respect of the assumption by a Person of the obligations of a Guarantor under the Guaranty, this Indenture and the Security Documents; (c) to provide for 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 or in a manner such that the uncertificated Securities are described in Section 163(f)(2)(B) of the Code; (3) to cure any ambiguity, defect or inconsistency; (4d) to add Note Guarantees guarantees with respect to the Notes Securities or to secure release a Guarantor from its obligations under the NotesGuaranty or this Indenture in accordance with this Indenture; (5e) to pledge or grant a security interest in favor of the Collateral Agent as additional security for the payment and performance of the Issuers’ and Guarantors’ obligations with respect to the Securities and the Guaranty thereof, in any property or assets, including any that are required to be mortgaged, pledged or hypothecated or in which a security interest is required to be granted, to the Collateral Agent pursuant to the Security Documents or otherwise; (f) to release any Guarantor from any Liens in favor of its obligations under its Note Guarantee or this Indenture (to the extent permitted by this Indenture)Collateral Agent in the Collateral as provided in accordance with Section 11.7; (6) to qualify or maintain the qualification of this Indenture under the TIA; (7g) to add to the covenants of the Issuer or a Guarantor Issuers for the benefit of the Holders or to surrender any right or power herein conferred upon the Issuer or a Guarantor with respect to the NotesIssuers; (8) h) to make any change that does not adversely affect the legal rights of any Holder; (i) to comply with any requirement of the SEC in connection with the qualification of this Indenture under the TIA to the extent required; (j) to 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; (k) to provide for the issuance of Additional Notes the Exchange Securities, which will have terms substantially identical in accordance all respects to the Initial Securities, (except that the transfer restrictions contained in the Initial Securities, if any, will be modified or eliminated, as appropriate), and which will be treated, together with the provisions set forth in this Indenture; (9) to mortgageany outstanding Initial Securities, pledge, hypothecate or grant any other Lien in favor as a single class of the Collateral Agent or Trustee for the benefit of the Holders as additional security for the payment and performance of all or any portion of the obligations under the Notes and this Indenture in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a Lien is required to be granted to or for the benefit of the Trustee or the Collateral Agent pursuant to this Indenture, any of the Security Documents or otherwise; (10) to add or remove Secured Parties (or any agent acting on their behalf) to or from any Security Documents or to release Collateral from the Lien of this Indenture and the Security Documents when permitted or required by the Security Documents or this Indenturesecurities; or (11l) to make add additional Events of Default. After an amendment or supplement under this Section becomes effective, the Issuers shall mail to the Holders a notice briefly describing such amendment or supplement. The failure to give such notice to all Holders, or any other change that does defect therein, shall not materially adversely impair or affect the rights validity of any Holder hereunder. The Trustee is hereby authorized to join with the Issuer and the Guarantors in the execution of any supplemental indenture authorized an amendment or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations which may be therein contained, but the Trustee shall not be obligated to enter into any such supplemental indenture which adversely affects its own rights, duties or immunities supplement under this IndentureSection.

Without Consent of Holders. The Issuer Subject to Section 9.03, the Issuer, the Guarantors and the Trustee (or in the case of the Security DocumentsTrustee, the Collateral Agent) as applicable, together, may amend, waive amend or supplement this Indenture, Indenture (including the Security Documents, the Note Guarantees Guarantees) or the Notes without prior notice to or consent of any Holder: (1) to provide for the assumption of the Issuer’s cure any ambiguity, defect or a Guarantor’s obligations to the Holders pursuant to Section 5.01;inconsistency, (2) to provide for uncertificated Notes in addition to or in place of certificated Notes;, (3) to cure provide for the assumption of the Issuer’s or any ambiguityGuarantor’s obligations to the Holders in the case of a merger, defect consolidation or inconsistency;sale of all or substantially all of the Issuer’s assets, in accordance with Article Five, (4) to add Note Guarantees with respect to the Notes or to secure the Notes;, (5) to release any Guarantor from its Guarantee or any of its other obligations under its Note Guarantee or this Indenture (to the extent permitted by this Indenture);, (6) to qualify make any change that would provide any additional rights or maintain the qualification of this Indenture under the TIA; (7) to add benefits to the Holders or that adds covenants of the Issuer or a any Guarantor for the benefit of the Holders Holders, or to surrender any right or power herein conferred upon the Issuer or a Guarantor with respect to the Notes;any Guarantor, (8) to provide for the issuance of Additional Notes in accordance with the provisions set forth in this Indenture; (9) to mortgage, pledge, hypothecate or grant any other Lien in favor of the Collateral Agent or Trustee for the benefit of the Holders as additional security for the payment and performance of all or any portion of the obligations under the Notes and this Indenture in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a Lien is required to be granted to or for the benefit of the Trustee or the Collateral Agent pursuant to this Indenture, any of the Security Documents or otherwise; (10) to add or remove Secured Parties (or any agent acting on their behalf) to or from any Security Documents or 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 (117) to make any other change that does not materially adversely affect the rights of any Holder hereunder. The Trustee is hereby authorized hereunder or under the Notes, (8) to join comply with requirements of the Issuer and SEC in order to effect or maintain the Guarantors in the execution of any supplemental indenture authorized or permitted by the terms qualification of this Indenture under, or to otherwise comply with, the Trust Indenture Act, (9) to conform the text of this Indenture or the Notes to any provision of the “Description of Notes” section of the Offering Circular 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 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 and to make add or change any further appropriate agreements and stipulations which may of the provisions of this Indenture as shall be therein containednecessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, but provided that the Issuer has delivered to the Trustee shall not be obligated to enter into any an Opinion of Counsel and an Officers’ Certificate, each stating that such supplemental indenture which adversely affects its own rights, duties amendment or immunities under supplement complies with the provisions of this IndentureSection 9.01.

Without Consent of Holders. The Issuer Issuers and the Guarantors, when authorized by a resolution of their respective Boards of Directors, and the Trustee (or in the case of the Security Documents, the Collateral Agent) may amend, waive amend or supplement this Indenture, the Security Documents, the Note Guarantees Securities or the Notes Collateral Documents without prior notice to or consent of any HolderSecurityholder: (1) to provide for the assumption of the Issuer’s or a Guarantor’s obligations to the Holders pursuant to Section 5.01; (2) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3i) to cure any ambiguity, defect or inconsistency; provided, however, that such amendment or supplement does not adversely affect the rights of any Holder; (4ii) to add Note Guarantees effect the assumption by a successor Person of all obligations of either Issuer under the Securities, this Indenture, the Registration Rights Agreement and the Collateral Documents in connection with respect to the Notes or to secure the Notesany transaction complying with Article Five of this Indenture; (5iii) to release any Guarantor from any provide for uncertificated Securities in addition to or in place of its obligations under its Note Guarantee or this Indenture (to the extent permitted by this Indenture)certificated Securities; (6iv) to qualify comply with any requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; (7v) to make any change that would provide any additional benefit or rights to the Holders; (vi) to make any other change that does not adversely affect the rights of any Holder under this Indenture; (vii) to evidence the succession of another Person to any Guarantor and the assumption by any such successor of the covenants of such Guarantor herein and in the Guaranty; (viii) to add to the covenants of the Issuer Issuers or a Guarantor the Guarantors for the benefit of the Holders Holders, or to surrender any right or power herein conferred upon the Issuer Issuers or any Guarantor; (ix) to secure the Securities pursuant to the requirements of Section 4.18 or otherwise; or (x) to reflect the release of a Guarantor from its obligations with respect to the Notes; (8) to provide for the issuance of Additional Notes its Guarantee in accordance with the provisions set forth in this Indenture; (9) of Section 11.03 and to mortgageadd a Guarantor pursuant to the requirements of Section 4.20; provided, pledgehowever, hypothecate or grant any other Lien in favor of that the Collateral Agent or Trustee for the benefit of the Holders as additional security for the payment and performance of all or any portion of the obligations under the Notes and this Indenture in any property or assets, including any which are required Issuers have delivered to be mortgaged, pledged or hypothecated, or in which a Lien is required to be granted to or for the benefit of the Trustee an Opinion of Counsel stating that such amendment or supplement complies with the Collateral Agent pursuant to this Indenture, any of the Security Documents or otherwise; (10) to add or remove Secured Parties (or any agent acting on their behalf) to or from any Security Documents or to release Collateral from the Lien provisions of this Indenture and the Security Documents when permitted or required by the Security Documents or this Indenture; or (11) to make any other change that does not materially adversely affect the rights of any Holder hereunder. The Trustee is hereby authorized to join with the Issuer and the Guarantors in the execution of any supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations which may be therein contained, but the Trustee shall not be obligated to enter into any such supplemental indenture which adversely affects its own rights, duties or immunities under this IndentureSection 10.01.

Without Consent of Holders. The Issuer Company, the Parent Guarantor and the Subsidiary Guarantors, when authorized by a resolution of their respective Boards of Directors (as evidenced by Board Resolutions), and the Trustee (or in the case of the Security Documents, the Collateral Agent) may amend, waive amend or supplement this Indenture, the Security Documents, the Note Guarantees Indenture or the Notes without prior notice to or the consent of any Holder: (1) to provide for cure any ambiguity, defect or inconsistency in this Indenture; provided that such amendments or supplements shall not, in the assumption good faith opinion of the Issuer’s or Board of Directors of the Parent Guarantor as evidenced by a Guarantor’s obligations to Board Resolution, adversely affect the interests of the Holders pursuant to Section 5.01in any material respect; (2) to comply with Article Five; (3) to comply with any requirements of the Commission in connection with the qualification of this Indenture under the TIA; (4) to evidence and provide for the acceptance of appointment hereunder by a successor T▇▇▇▇▇▇; (5) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3) to cure any ambiguity, defect or inconsistency; (46) to add Note one or more additional Guarantees with respect to on the Notes or to secure the Notes; (5) to release any Guarantor from any of its obligations under its Note Guarantee or this Indenture (to the extent permitted terms required by this Indenture); (6) to qualify or maintain the qualification of this Indenture under the TIA; (7) to add to make any change that, in the covenants good faith opinion of the Issuer or a Guarantor for the benefit Board of Directors of the Holders or to surrender Parent Guarantor as evidenced by a Board Resolution, does not materially and adversely affect the rights of any right or power herein conferred upon the Issuer or a Guarantor with respect to the NotesHolder; (8) to provide for add any additional assets to the issuance of Additional Notes in accordance with the provisions set forth in this IndentureCollateral; (9) to mortgage, pledge, hypothecate or reflect the grant any other Lien in favor of Liens on the Collateral Agent or Trustee for the benefit of an additional secured party, to the Holders as additional security for extent that such Indebtedness and the payment and performance Lien securing such Indebtedness is permitted by the terms of all or any portion of the obligations under the Notes and this Indenture in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a Lien is required to be granted to or for the benefit of the Trustee or the Collateral Agent pursuant to this Indenture, any of the Security Documents or otherwise;; and (10) to add or remove Secured Parties (or any agent acting on their behalf) to or from any Security Documents or to release Collateral from the Lien of this Indenture and the Security Documents when permitted or required by this Indenture or the Security Documents. In addition, the Trustee may, without the consent of the Holders of Notes, enter into any amendments or modifications of the Security Documents or this Indenture; or (11) the Intercreditor Agreement as necessary to make any other change that does not materially adversely affect carry out the rights of any Holder hereunder. The Trustee is hereby authorized to join with the Issuer and the Guarantors in the execution of any supplemental indenture authorized or permitted transactions contemplated thereby and, by the terms of this Indenture and to make any further appropriate agreements and stipulations which may be therein contained, but the Trustee shall not be obligated to enter into any such supplemental indenture which adversely affects its own rights, duties or immunities under this Indenture.

Without Consent of Holders. The Issuer and Issuer, when authorized by a resolution of its Board of Directors (as evidenced by a Board Resolution), the Trustee (or in the case of the Security Documents, and the Collateral Agent) , as applicable, may amend, waive amend or supplement this Indenture, the Security Documents, the Note Guarantees or Intercreditor Agreement, the Notes and/or any Guarantee without prior notice to or the consent of any Holder: (1) to provide for the assumption of the Issuer’s cure any ambiguity, defect, omission, mistake or a Guarantor’s obligations to the Holders pursuant to Section 5.01inconsistency; (2) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3) to cure provide for the assumption of the Issuer’s or any ambiguityGuarantor’s obligations to Holders in the case of a merger, defect consolidation, amalgamation or inconsistencyother combination of the Issuer or any Guarantor or sale of all or substantially all of the Issuer’s or such Guarantor’s assets; (4) to add Note Guarantees with respect make any change that would provide any additional rights or benefits to the Holders of Notes or to secure that does not materially adversely affect the Notesrights or interests of any such Holder under this Indenture, the Security Documents and/or the Intercreditor Agreement; (5) to release alter the form of Notes to provide for any Guarantor from any of its obligations under its Note Guarantee or this Indenture (changes in applicable tax laws to the extent permitted by this Indenture)that such changes do not materially adversely affect the rights or interests of any Holder; (6) to qualify comply with requirements of the Commission in order to effect or maintain the qualification of this Indenture under the TIATrust Indenture Act; (7) to add to the covenants of the Issuer or a Guarantor for the benefit of the Holders or to surrender any right or power herein conferred upon the Issuer or a Guarantor with respect to the Notes; (8) to provide for the issuance of Additional Notes in accordance with the provisions set forth in this Indenture; (9) to mortgage, pledge, hypothecate or grant any other Lien in favor of the Collateral Agent or Trustee for the benefit of the Trustee on behalf of the Holders of the Notes, as additional security for the payment and performance of all or any portion of the obligations Notes Obligations under the Notes and this Indenture and the Notes, in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a Lien is required to be granted to or for the benefit of the Trustee or the Collateral Agent pursuant to this Indenture, any of the Security Documents or otherwise; (10) 8) to add or remove Secured Parties (or any agent acting on their behalf) to or from any Security Documents or to provide for the release of Collateral from the Lien of under this Indenture and the Security Documents when permitted or required by the Security Documents, the Intercreditor Agreement or this Indenture; (9) to secure any Permitted Additional Parity Debt under the Security Documents and to appropriately include the same in the Intercreditor Agreement; (10) to provide for the issuance of Additional Notes in accordance with the terms of this Indenture; (11) to provide for a successor Trustee in accordance with the terms of this Indenture or to otherwise comply with any requirement of this Indenture; or (1112) to make any other change that does not materially adversely affect provide for assumption by MTW of the rights Obligations of any Holder hereunder. The Trustee is hereby authorized to join with the Escrow Issuer under the Notes and the Guarantors in the execution of any supplemental indenture authorized or permitted by the terms of this Indenture and the simultaneous release of the Escrow Issuer from such Obligations. This Section 9.01 is subject to make any further appropriate agreements and stipulations which may be therein contained, but the Trustee shall not be obligated to enter into any such supplemental indenture which adversely affects its own rights, duties or immunities under this IndentureSection 9.06.

Without Consent of Holders. The Issuer and From time to time, the Company, the Guarantors, the Trustee (and, if such amendment, modification, waiver or in the case of the Security Documentssupplement relates to any Collateral Agreement, the Collateral Agent) , without the consent of any Holders, may amend, waive modify or supplement this Indenture, the Security DocumentsNotes, the Note Notes Guarantees or and the Notes without prior notice to or consent of any HolderCollateral Agreements: (1a) to provide for the assumption of the Issuer’s cure any ambiguity, defect or a Guarantor’s obligations to the Holders pursuant to Section 5.01inconsistency contained therein; (2b) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3c) to cure any ambiguityprovide for the assumption of the Company’s or a Guarantor’s obligations to Holders in accordance with Section 5.01, defect or inconsistencyas the case may be; (4d) to add Note Guarantees with respect make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights of any such Holder under this Indenture, Notes, the Notes Guarantees or to secure the NotesCollateral Agreements; (5e) to release any Guarantor from any comply with requirements of its obligations under its Note Guarantee or this Indenture (the SEC in order to the extent permitted by this Indenture); (6) to qualify or effect, if applicable, or, once effected, maintain the qualification of this Indenture under the TIA; (7f) in connection with any addition of Collateral to add to the covenants of the Issuer or a Guarantor for the benefit of the Holders or to surrender any right or power herein conferred upon the Issuer or a Guarantor with respect to secure the Notes; (8) g) to provide for allow any Subsidiary or any other Person to guarantee the issuance of Additional Notes in accordance with the provisions set forth in this IndentureNotes; (9h) to mortgage, pledge, hypothecate or grant any other Lien in favor of the Collateral Agent or Trustee for the benefit of the Holders release a Guarantor as additional security for the payment and performance of all or any portion of the obligations under the Notes and this Indenture in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a Lien is required to be granted to or for the benefit of the Trustee or the Collateral Agent pursuant to this Indenture, any of the Security Documents or otherwise; (10) to add or remove Secured Parties (or any agent acting on their behalf) to or from any Security Documents or 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 (11i) to make any other change that does not materially adversely affect the rights of any Holder hereunder. The Trustee is hereby authorized to join with the Issuer and the Guarantors in the execution of any supplemental indenture authorized or release Collateral solely as permitted by under the terms of this Indenture and or the Collateral Agreements. Notwithstanding the foregoing, in formulating its opinion in regards to make any further appropriate agreements and stipulations which may be therein contained, but this Section 9.01 the Trustee shall not be obligated or the Collateral Agent, as applicable, is entitled to enter into any rely on such supplemental indenture which adversely affects its own rightsevidence as it deems appropriate, duties or immunities under this Indentureincluding, without limitation, solely on an Opinion of Counsel.

Without Consent of Holders. The Issuer Company, the Trustee and the Trustee (or in the case of the Security Documents, the Collateral Agent) Agent may amend, waive amend or supplement this Indenture, the Security DocumentsNotes, the Note Guarantees Guarantees, the Intercreditor Agreement or any Security Documents without the Notes without prior notice to or consent of any Holder: (1a) to add guarantees or additional obligors with respect to the Company’s obligations under this Indenture or the Notes; (b) to allow any Guarantor to execute a supplemental Indenture or a Note Guarantee with respect to the Notes or to release a Guarantor as provided in this Indenture; (c) to provide for the assumption of the IssuerCompany’s or a Guarantor’s obligations to under this Indenture and under the Holders pursuant to Section 5.01Notes or Note Guarantees, as applicable, by a Reorganization Successor Corporation as described in Article 5 or Article 12 hereof; (2d) to provide for uncertificated the assumption of the Company’s obligations under this Indenture and under the Notes by a Merger Successor Corporation as described in addition Section 10.08 or to or modify the conversion rights of the Holders in place accordance with Section 10.08 hereof upon the occurrence of certificated Notesa Merger Event; (3e) to surrender any right or power conferred upon the Company or a Guarantor under this Indenture; (f) to add to the Company’s or a Guarantor’s covenants for the benefit of the Holders; (g) to cure any ambiguity, ambiguity or correct any inconsistency or defect in this Indenture or inconsistencyin the Notes that does not adversely affect Holders; (4h) to add Note Guarantees comply with respect to any requirement of the Notes or to secure the Notes; (5) to release SEC in connection with any Guarantor from any of its obligations under its Note Guarantee or this Indenture (to the extent permitted by this Indenture); (6) to qualify or maintain the qualification of this Indenture or a supplement hereto under the TIA; (7i) to add to evidence the covenants acceptance of the Issuer or appointment by a Guarantor for the benefit of the Holders or to surrender any right or power herein conferred upon the Issuer or a Guarantor successor Trustee with respect to the Notesthis Indenture; (8) j) to comply with the rules of any applicable depositary; (k) to make, complete, confirm or add any grant of Collateral permitted or required by this Indenture, the Intercreditor Agreement or any of the Security Documents or any release of Collateral that is permitted under this Indenture, the Intercreditor Agreement and the Security Documents; (l) to provide for the issuance of Additional Notes in accordance with the provisions limitations set forth in this IndentureIndenture as of the date hereof; (9m) to mortgage, pledge, hypothecate or grant secure any other Lien in favor of the Collateral Agent or Trustee for the benefit of the Holders as additional security for the payment and performance of all or any portion of the obligations Permitted Additional Pari Passu Obligations under the Notes and this Indenture in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a Lien is required to be granted to or for the benefit of the Trustee or the Collateral Agent pursuant to this Indenture, any of the Security Documents or otherwise; (10) and to add or remove Secured Parties (or any agent acting on their behalf) to or from any Security Documents or to release Collateral from appropriately include the Lien of this Indenture and same in the Security Documents when permitted or required by the Security Documents or this IndentureIntercreditor Agreement; or (11n) to make any other change; provided that such change that individually, or in the aggregate with all other such changes, does not materially adversely affect have, and will not have, an adverse effect on the interest of the Holders. In addition, the Trustee and the Collateral Agent will be authorized to amend the Intercreditor Agreement or the Security Documents to add additional secured parties holding Senior Lien Obligations permitted by this Indenture with the same Lien priorities and rights as provided in the Intercreditor Agreement or to enter into intercreditor arrangements with the holders of any Holder hereunder. The Trustee is hereby authorized to join with the Issuer and the Guarantors in the execution of any supplemental indenture authorized or permitted by such Indebtedness so long as the terms of this Indenture such intercreditor arrangements are not less favorable to the Holders than the intercreditor provisions contained in the Security Agreement and to make any further appropriate agreements and stipulations which may be therein contained, but the Trustee shall not be obligated to enter into any such supplemental indenture which adversely affects its own rights, duties or immunities under this IndentureIntercreditor Agreement.

Without Consent of Holders. The Issuer Issuers and the Trustee (or in Guarantors, when authorized by a Board Resolution, and the case of the Security DocumentsTrustee, the Collateral Agent) together, may amend, waive amend or supplement this Indenture, the Security DocumentsNotes, the Note Guarantees Parent Guarantee or the Notes Guarantees without prior notice to or consent of any Holder: (1) to provide for cure any ambiguity, defect or inconsistency; PROVIDED that such amendment or supplement does not adversely affect the assumption rights of the Issuer’s or a Guarantor’s obligations to the Holders pursuant to Section 5.01any Holder in any material respect; (2) to comply with ARTICLE FIVE; (3) to provide for uncertificated Units, Notes or Guarantees in addition to or in place of certificated Notes; (3) to cure any ambiguity, defect Notes or inconsistencyGuarantees; (4) to add Note Guarantees comply with respect any requirements of the SEC in order to the Notes or to secure the Notes; (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 qualify effect or maintain the qualification of this Indenture under the TIA; (75) to add make any change that would provide any additional benefit or rights to the covenants of the Issuer or a Guarantor for the benefit of the Holders or to surrender that does not adversely affect the rights of any right or power herein conferred upon the Issuer or a Guarantor with respect to the NotesHolder; (8) 6) to provide for the issuance of Additional the Exchange Units, which will have terms substantially identical in all material respects to the Initial Units (except that the transfer restrictions contained in the Initial Notes in accordance will be modified or eliminated, as appropriate), and which will be treated together with the provisions set forth in this Indenture; (9) to mortgage, pledge, hypothecate or grant any other Lien in favor outstanding Initial Units as a single issue of the Collateral Agent or Trustee for the benefit of the Holders as additional security for the payment and performance of all or any portion of the obligations under the Notes and this Indenture in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a Lien is required to be granted to or for the benefit of the Trustee or the Collateral Agent pursuant to this Indenture, any of the Security Documents or otherwise; (10) to add or remove Secured Parties (or any agent acting on their behalf) to or from any Security Documents or to release Collateral from the Lien of this Indenture and the Security Documents when permitted or required by the Security Documents or this Indenturesecurities; or (117) to make any other change that does not materially adversely affect in any material respect the rights of any Holder Holders hereunder. The ; PROVIDED that the Issuers have delivered to the Trustee is hereby authorized to join an Opinion of Counsel and an Officers' Certificate stating that such amendment or supplement complies with the Issuer and the Guarantors in the execution of any supplemental indenture authorized or permitted by the terms provisions of this Indenture and to make any further appropriate agreements and stipulations which may be therein contained, but the Trustee shall not be obligated to enter into any such supplemental indenture which adversely affects its own rights, duties or immunities under this IndentureSECTION 9.01.

Without Consent of Holders. The Issuer and the Trustee (or in the case of the Security DocumentsTrustee, the Collateral Agent) together, may amend, waive amend or supplement this Indenture, the Security Documents, the Note Guarantees Indenture or the Notes Securities without prior notice to or consent of any HolderSecurityholder: (1) to provide for cure any ambiguity, defect or inconsistency so long as such change does not adversely affect the assumption rights of the Issuer’s or a Guarantor’s obligations to the any Holders pursuant to Section 5.01in any material respect; (2) to evidence the succession in accordance with Article 5 hereof of another Person to the Issuer or the Company and the assumption by any such successor of the covenants of the Issuer or the Company herein and in the Securities; (3) to provide for the issuance of Additional Securities in accordance with the provisions set forth in this Indenture or to provide for uncertificated Notes Securities in addition to or in place of certificated Notes; (3) to cure any ambiguity, defect or inconsistencySecurities; (4) to add Note Guarantees comply with respect to any requirements of the Notes or to secure the Notes; (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 qualify or maintain Commission in connection with the qualification of this Indenture under the TIA; (7) to add to the covenants of the Issuer or a Guarantor for the benefit of the Holders or to surrender any right or power herein conferred upon the Issuer or a Guarantor with respect to the Notes; (8) to provide for the issuance of Additional Notes in accordance with the provisions set forth in this Indenture; (9) to mortgage, pledge, hypothecate or grant any other Lien in favor of the Collateral Agent or Trustee for the benefit of the Holders as additional security for the payment and performance of all or any portion of the obligations under the Notes and this Indenture in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a Lien is required to be granted to or for the benefit of the Trustee or the Collateral Agent pursuant to this Indenture, any of the Security Documents or otherwise; (10) to add or remove Secured Parties (or any agent acting on their behalf) to or from any Security Documents or 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 (115) to make any other change that would provide any additional benefit or rights to the Securityholders or that does not materially adversely affect the rights of any Holder hereunder. The Trustee is hereby authorized in any material respect; (6) to join add a Guarantor, or to release a Guarantor from its obligations and its Guarantee in accordance with the Issuer and the Guarantors in the execution of any supplemental indenture authorized or permitted by the terms of this Indenture and Indenture; (7) to make any further appropriate agreements and stipulations which may change to Article 10 or Article 12 that would limit or terminate the benefits available to any holder of Senior Debt under Article 10 or Article 12, respectively; (8) to conform the text of the section entitled “Description of Notes” in the Offering Memorandum, the Securities or the Guarantees to any provision of this Indenture to the extent that such provision in this Indenture was intended to be therein containeda verbatim recitation of a provision of the section entitled “Description of Notes” in the Offering Memorandum, but the Securities or the Guarantees, as certified to the Trustee shall not be obligated in an Officer’s Certificate; or (9) to enter into any secure the Securities and the Guarantees; provided that the Issuer has delivered to the Trustee an Opinion of Counsel and an Officer’s Certificate of the Issuer, each stating that such supplemental indenture which adversely affects its own rights, duties amendment or immunities under supplement complies with the provisions of this IndentureSection 9.01.

Without Consent of Holders. The Issuer Issuers and the Guarantors, when authorized by a resolution of their respective Boards of Directors, and the Trustee (or in the case of the Security Documents, the Collateral Agent) may amend, waive amend or supplement this Indenture, the Security Documents, the Note Guarantees Indenture or the Notes Securities without prior notice to to-or consent of any HolderSecurityholder: (1) to provide for the assumption of the Issuer’s or a Guarantor’s obligations to the Holders pursuant to Section 5.01; (2) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3i) to cure any ambiguity, defect or inconsistency; provided, however, that such amendment or supplement does not adversely affect the rights of any Holder; (4ii) to add Note Guarantees effect the assumption by a successor Person of all obligations of the Issuers under the Securities and this Indenture in connection with respect to the Notes or to secure the Notesany transaction complying with Article Five of this Indenture; (5iii) to release any Guarantor from any provide for uncertificated Securities in addition to or in place of its obligations under its Note Guarantee or this Indenture (to the extent permitted by this Indenture)certificated Securities; (6iv) to qualify comply with any requirements of the SEC in order to effect or maintain the qualification of this Indenture indenture under the TIA; (7v) to make any change that would provide any additional benefit or rights to the Holders; (vi) to make any other change that does not adversely affect the rights of any Holder under this Indenture; (vii) to evidence the succession of another Person to any Guarantor and the assumption by any such successor of the covenants of such Guarantor herein and in the Guarantee in accordance with Article Five hereof; (viii) to add to the covenants of the Issuer Issuers or a any Guarantor for the benefit of the Holders Holders, or to surrender any right or power herein conferred upon the Issuer Issuers or a any Guarantor; (ix) to secure the Securities pursuant to the requirements of Section 4.18 or otherwise; or (x) to reflect the release of any Guarantor from its obligations with respect to the Notes; (8) to provide for the issuance of Additional Notes its Guarantee in accordance with the provisions set forth in this Indenture; (9) of Section 11.03; provided, however, that the Company has delivered to mortgage, pledge, hypothecate or grant any other Lien in favor of the Collateral Agent or Trustee for the benefit of the Holders as additional security for the payment and performance of all or any portion of the obligations under the Notes and this Indenture in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a Lien is required to be granted to or for the benefit of the Trustee an opinion of Counsel stating that such amendment or supplement complies with the Collateral Agent pursuant to this Indenture, any of the Security Documents or otherwise; (10) to add or remove Secured Parties (or any agent acting on their behalf) to or from any Security Documents or to release Collateral from the Lien provisions of this Indenture and the Security Documents when permitted or required by the Security Documents or this Indenture; or (11) to make any other change that does not materially adversely affect the rights of any Holder hereunder. The Trustee is hereby authorized to join with the Issuer and the Guarantors in the execution of any supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations which may be therein contained, but the Trustee shall not be obligated to enter into any such supplemental indenture which adversely affects its own rights, duties or immunities under this IndentureSection 10.01.

Without Consent of Holders. The Issuer Notwithstanding Section 10.02, the Company, the Trustee and the Trustee (or in the case of the Security Documents, the Collateral Agent) Agent may amend, supplement or waive or supplement this Indenture, any provision of the Security Documents, Indenture Documents without the Note Guarantees or the Notes without prior notice to or consent of any HolderHolder to: (1a) cure any ambiguity, defect, mistake or inconsistency or to provide for the assumption make a modification of the Issuer’s a formal, minor or technical nature or to correct a Guarantor’s obligations to the Holders pursuant to Section 5.01manifest error; (2b) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3c) to cure any ambiguity, defect or inconsistencycomply with Article 6; (4d) provide for the assumption of the Company’s or any Guarantor’s obligations to Holders in the case of a merger or consolidation or sale of all or substantially all of the Company’s or such Guarantor’s assets; (e) add Note Guarantees with respect to the Notes or to secure the Notes; (5f) add to release the covenants of the Company or any Guarantor from for the benefit of the holders of the Notes or surrender any of its obligations under its Note Guarantee right or this Indenture (to power conferred upon the extent permitted by this Indenture)Company or any Guarantor; (6g) make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under the Indenture Documents of any such Holder; (h) if it becomes necessary to qualify this Indenture under the TIA, comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; (7i) to add (i) enter into additional or supplemental Collateral Documents, (ii) release Collateral or Guarantors in accordance with the terms of this Indenture and the Collateral Documents or (iii) enter into any replacement intercreditor agreement substantially in the form of the Intercreditor Agreement entered into on the Issue Date; (j) evidence and provide for the acceptance and appointment under this Indenture of a successor trustee pursuant to the covenants requirements hereof; (k) 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 Issuer Notes or a Guarantor for to comply with the benefit rules of any applicable securities depository; provided, however, that (i) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders or to surrender any right or power herein conferred upon the Issuer or a Guarantor with respect to the transfer Notes; (8) l) conform the text of the Indenture Documents to any provision of the “Description of Notes” section of the Offering Memorandum to the extent that such provision of the “Description of Notes” was intended to be a verbatim recitation of a provision of the Indenture Documents, which intent shall be evidenced by an Officer’s Certificate of the Company to that effect; (m) provide for or confirm the issuance of Additional Notes in accordance with the provisions set forth in this Indenture; (9) to mortgage, pledge, hypothecate or grant any other Lien in favor terms of the Collateral Agent or Trustee for the benefit of the Holders as additional security for the payment and performance of all or any portion of the obligations under the Notes and this Indenture in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a Lien is required to be granted to or for the benefit of the Trustee or the Collateral Agent pursuant to this Indenture, any of the Security Documents or otherwise; (10) to add or remove Secured Parties (or any agent acting on their behalf) to or from any Security Documents or 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 (11n) to make any other change that does not materially adversely affect subject the rights of any Holder hereunder. The Trustee is hereby authorized to join with the Issuer and the Guarantors security interests in the execution Collateral in respect of any supplemental indenture authorized or permitted by Pari Passu Payment Lien Obligations to the terms of this Indenture the Collateral Documents and Intercreditor Agreement, to make any further appropriate agreements the extent the incurrence of such Pari Passu Indebtedness and stipulations which may be therein contained, but the Trustee shall not be obligated to enter into any grant of all Liens on Collateral held for the benefit of such supplemental indenture which adversely affects its own rights, duties or immunities Pari Passu Indebtedness was permitted under this Indenture. After an amendment, supplement or waiver under this Section 10.01 becomes effective, the Company will send to Holders a notice briefly describing such amendment, supplement or waiver. However, the failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of the amendment, supplement or waiver.