Common use of Without Consent of Holders of Notes Clause in Contracts

Without Consent of Holders of Notes. (a) Notwithstanding Section 12.02, the Company, any Subsidiary Guarantor and the Trustee and the Collateral Agent may modify, supplement or amend this Indenture, the Notes, the Security Documents and the Intercreditor Agreement without the consent of any Holder of a Note to: (1) cure any ambiguity, omission, defect, mistake or inconsistency; (2) provide for the assumption by a successor of the obligations of the Company or any Subsidiary Guarantor under this Indenture, the Security Documents and the Intercreditor Agreement in accordance with the applicable provisions thereof; (3) provide for uncertificated Notes in addition to or in place of certificated Notes (provided, however that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code); (4) add guarantors or Collateral with respect to the Notes, including Subsidiary Guarantors, or release a Subsidiary Guarantor from its Subsidiary Guarantee and terminate such Subsidiary Guarantee or terminate a Lien securing the Notes; provided, however that the release and termination is in accordance with the applicable provisions of this Indenture; (5) secure the Notes or Subsidiary Guarantees; (6) add to the covenants of the Company or a Subsidiary Guarantor for the benefit of the Holders or surrender any right or power conferred upon the Company or a Subsidiary Guarantor; (7) make any change that does not adversely affect the rights of any Holder; (8) comply with any requirement of the Commission in connection with the qualification of this Indenture under the TIA; (9) provide for the succession of a successor Trustee; provided, however that the successor Trustee is otherwise qualified and eligible to act as such under this Indenture; (10) make, complete or confirm any grant of Collateral permitted or required by this Indenture or any of the Security Documents; (11) provide for the issuance of PIK Interest Notes or to increase the outstanding principal amount of the Notes, in each case in accordance with the limitations set forth in this Indenture as of the date hereof; (12) make any change as provided for in the Intercreditor Agreement; or (13) provide for conversion adjustments in accordance with Article Four in connection with a Reorganization Event. In addition, the Intercreditor Agreement may be amended in accordance with its terms and without the consent of any Holder, the Trustee or the Collateral Agent with the consent of the parties thereto or otherwise in accordance with its terms; provided, however that such amendment does not affect the rights, duties, protections, indemnities, immunities or obligations of the Trustee or the Collateral Agent. The Intercreditor Agreement will also provide that in certain circumstances the Security Documents may be amended automatically without the consent of Holders of Notes, the Trustee or the Collateral Agent in connection with any amendments to corresponding security documents creating Prior Liens; provided, however that such amendment does not affect the rights, duties, protections, indemnities, immunities or obligations of the Trustee or the Collateral Agent. (b) Upon the request of the Company, and upon receipt by the Trustee or Collateral Agent, as applicable, of the documents described in Section 16.04 and Section 12.06, the Trustee or Collateral Agent shall join with the Company and each Subsidiary Guarantor in the execution of any amendment or supplement authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee and the Collateral Agent shall not be obligated to enter into such amendment or supplement that affects its own rights, duties, protections, obligations, indemnities or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. (a) Notwithstanding Section 12.029.02 hereof, the CompanyIssuer, any Subsidiary Guarantor and the Trustee and the Collateral Agent may modify, amend or supplement or amend this Indenture, the Notes, the Security Documents and the Intercreditor Agreement without the consent of any Holder of a Note to: (1) cure any ambiguity, omission, defect, mistake or inconsistency; (2) provide for the assumption by a successor of the obligations of the Company or any Subsidiary Guarantor under this Indenture, the Security Documents and the Intercreditor Agreement Notes and the Issuer, the Trustee, the Collateral Agent and the Guarantors may amend or supplement any Guarantee issued under this Indenture, in accordance with each case, without the applicable provisions thereofconsent of any Holder: (1) to cure any ambiguity, omission, mistake, defect or inconsistency; (32) to provide for uncertificated Notes in addition to or in place of certificated Notes Notes; (provided, however that the uncertificated Notes are issued in registered form for purposes of 3) to comply with Section 163(f) of the Code)5.01 hereof; (4) add guarantors to provide for the assumption of the Issuer’s or Collateral with respect any Guarantor’s obligations to the Notes, including Subsidiary Guarantors, or release Holders in a Subsidiary Guarantor from its Subsidiary Guarantee and terminate such Subsidiary Guarantee or terminate a Lien securing the Notes; provided, however transaction that the release and termination is in accordance complies with the applicable provisions of this Indenture; (5) secure to make any change that would provide any additional rights or benefits to the Notes Holders or Subsidiary Guaranteesthat does not adversely affect the legal rights under this Indenture of any such Holder; (6) to add to the covenants of the Company or a Subsidiary Guarantor for the benefit of the Holders or to surrender any right or power conferred upon the Company Issuer or a Subsidiary any Guarantor; (7) make any change that does not adversely affect the rights of any Holder; (8) to comply with any requirement requirements of the Commission SEC in connection with the qualification of this Indenture under the TIATrust Indenture Act, if such qualification is required; (8) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee thereunder pursuant to the requirements thereof; (9) to add a Guarantor under this Indenture or to secure the Notes; (10) to conform the text of this Indenture or the Guarantees or the Notes to any provision of the “Description of the Notes” section of the Offering Memorandum to the extent that such provision in this Indenture, the Guarantees or the Notes was intended to be a verbatim recitation of a provision of the “Description of the Notes”; (11) to provide for the succession issuance of a successor TrusteeAdditional Notes; (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 to facilitate the issuance and administration of the Notes; provided, however however, that (i) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the successor Securities Act or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (13) to mortgage, pledge, hypothecate or grant any other Lien in favor of the Trustee or the Collateral Agent for the benefit of the Holders, as additional security for the payment and performance of all or any portion of the Notes Obligations, in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a Lien is otherwise qualified and eligible required to act as such under 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; (14) to add Additional First Lien Secured Parties to any Security Documents, to the extent permitted to be so secured by this Indenture; (1015) maketo enter into any intercreditor agreement having substantially similar terms with respect to the Holders as those set forth in the First Lien Intercreditor Agreement, complete or confirm any grant of Collateral permitted or required by this Indenture the ABL Intercreditor Agreement or any of the Security DocumentsJunior Lien Intercreditor Agreement, taken as a whole, or any joinder thereto; (1116) provide for in the issuance case of PIK Interest Notes any Security Document, to include therein any legend required to be set forth therein pursuant to the First Lien Intercreditor Agreement or the ABL Intercreditor Agreement or to increase modify any such legend as required by the outstanding principal amount of First Lien Intercreditor Agreement or the Notes, in each case in accordance with the limitations set forth in this Indenture as of the date hereof; (12) make any change as provided for in the ABL Intercreditor Agreement; or (1317) to provide for conversion adjustments the succession of any parties to the Security Documents (and other amendments that are administrative or ministerial in accordance with Article Four nature) in connection with a Reorganization Event. In additionan amendment, renewal, extension, substitution, refinancing, restructuring, replacement, supplementing or other modification from time to time of the ABL Facility, the Intercreditor Agreement may be amended in accordance with its terms and without the consent of any HolderSenior Secured Credit Facilities, the Trustee Existing Secured Notes or the Collateral Agent with the consent of the parties thereto or otherwise in accordance with its terms; provided, however any other agreement that such amendment does is not affect the rights, duties, protections, indemnities, immunities or obligations of the Trustee or the Collateral Agentprohibited by this Indenture. The Intercreditor Agreement will also provide that in certain circumstances the Security Documents may be amended automatically without the consent of Holders of Notes, the Trustee or the Collateral Agent in connection with any amendments to corresponding security documents creating Prior Liens; provided, however that such amendment does not affect the rights, duties, protections, indemnities, immunities or obligations of the Trustee or the Collateral Agent. (b) Upon the request of the CompanyIssuer accompanied by a resolution of the Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee or Collateral Agent, as applicable, of the documents described in Section 16.04 and Section 12.067.02(b) hereof (to the extent requested by the Trustee), the Trustee or Collateral Agent shall join with the Company Issuer and each Subsidiary Guarantor the Guarantors in the execution of any amendment amended or supplement supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee and the Collateral Agent shall not be obligated to enter into any such amendment amended or supplement supplemental indenture that affects its own rights, duties, protections, obligations, indemnities 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 D hereto, and delivery of an Officer’s Certificate.

Without Consent of Holders of Notes. (a) Notwithstanding Section 12.0210.02, the Company, any Subsidiary Guarantor and the Trustee and the Collateral Agent may modify, supplement or amend this Indenture, Indenture or the Notes, the Security Documents and the Intercreditor Agreement Notes without the consent of any Holder of a Note to: (1) cure any ambiguity, omission, defect, mistake or inconsistency; (2) provide for the assumption by a successor of the obligations of the Company or any Subsidiary Guarantor under this Indenture, the Security Documents and the Intercreditor Agreement in accordance with the applicable provisions thereof; (3) provide for uncertificated Notes in addition to or in place of certificated Notes (provided, however provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code); (4) add guarantors or Collateral with respect to the Notes, including Subsidiary Guarantors, or release a Subsidiary Guarantor from its Subsidiary Guarantee and terminate such Subsidiary Guarantee or terminate a Lien securing the NotesGuarantee; provided, however provided that the release and termination is in accordance with the applicable provisions of this Indenture; (5) secure the Notes or Subsidiary Guarantees; (6) add to the covenants of the Company or a Subsidiary Guarantor for the benefit of the Holders or surrender any right or power conferred upon the Company or a Subsidiary Guarantor; (7) make any change that does not adversely affect the rights of any Holder; provided, however, that any change to conform this Indenture to the “Description of Notes” in the Prospectus Supplement will not be deemed to adversely affect such legal rights; (8) comply with any requirement of the Commission SEC in connection with the qualification of this Indenture under the TIA;Trust Indenture Act; or (9) provide for the succession of a successor Trustee; provided, however provided that the successor Trustee is otherwise qualified and eligible to act as such under this Indenture; (10) make, complete or confirm any grant of Collateral permitted or required by this Indenture or any of the Security Documents; (11) provide for the issuance of PIK Interest Notes or to increase the outstanding principal amount of the Notes, in each case in accordance with the limitations set forth in this Indenture as of the date hereof; (12) make any change as provided for in the Intercreditor Agreement; or (13) provide for conversion adjustments in accordance with Article Four in connection with a Reorganization Event. In addition, the Intercreditor Agreement may be amended in accordance with its terms and without the consent of any Holder, the Trustee or the Collateral Agent with the consent of the parties thereto or otherwise in accordance with its terms; provided, however that such amendment does not affect the rights, duties, protections, indemnities, immunities or obligations of the Trustee or the Collateral Agent. The Intercreditor Agreement will also provide that in certain circumstances the Security Documents may be amended automatically without the consent of Holders of Notes, the Trustee or the Collateral Agent in connection with any amendments to corresponding security documents creating Prior Liens; provided, however that such amendment does not affect the rights, duties, protections, indemnities, immunities or obligations of the Trustee or the Collateral Agent. (b) Upon the request of the Company, and upon receipt by the Trustee or Collateral Agent, as applicable, of the documents described in Section 16.04 13.04 and Section 12.0610.06, the Trustee or Collateral Agent shall join with the Company and each Subsidiary Guarantor in the execution of any amendment amended or supplement supplemental Indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee and the Collateral Agent shall not be obligated to enter into such amendment amended or supplement supplemental Indenture that affects its own rights, duties, protections, obligations, indemnities duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. (a) Notwithstanding Section 12.029.02, the Company, any Subsidiary Guarantor and the Trustee and the Collateral Agent may modify, supplement or amend this Indenture, Indenture or the Notes, the Security Documents and the Intercreditor Agreement Notes without the consent of any Holder of a Note to: (1) cure any ambiguity, omission, defect, mistake or inconsistency; (2) provide for the assumption by a successor of the obligations of the Company or any Subsidiary Guarantor under this Indenture, the Security Documents and the Intercreditor Agreement in accordance with the applicable provisions thereof; (3) provide for uncertificated Notes in addition to or in place of certificated Notes (provided, however provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code); (4) add guarantors or Collateral with respect to the Notes, including Subsidiary Guarantors, or release a Subsidiary Guarantor from its Subsidiary Guarantee and terminate such Subsidiary Guarantee or terminate a Lien securing the NotesGuarantee; provided, however provided that the release and termination is in accordance with the applicable provisions of this Indenture; (5) secure the Notes or Subsidiary Guarantees; (6) add to the covenants of the Company or a Subsidiary Guarantor for the benefit of the Holders or surrender any right or power conferred upon the Company or a Subsidiary Guarantor; (7) make any change that does not adversely affect the rights of any Holder; provided, however, that any change to conform this Indenture to the “Description of Notes” in the Offering Memorandum will not be deemed to adversely affect such legal rights; (8) comply with any requirement of the Commission SEC in connection with the qualification of this Indenture under the TIA;Trust Indenture Act; or (9) provide for the succession of a successor Trustee; provided, however provided that the successor Trustee is otherwise qualified and eligible to act as such under this Indenture; (10) make, complete or confirm any grant of Collateral permitted or required by this Indenture or any of the Security Documents; (11) provide for the issuance of PIK Interest Notes or to increase the outstanding principal amount of the Notes, in each case in accordance with the limitations set forth in this Indenture as of the date hereof; (12) make any change as provided for in the Intercreditor Agreement; or (13) provide for conversion adjustments in accordance with Article Four in connection with a Reorganization Event. In addition, the Intercreditor Agreement may be amended in accordance with its terms and without the consent of any Holder, the Trustee or the Collateral Agent with the consent of the parties thereto or otherwise in accordance with its terms; provided, however that such amendment does not affect the rights, duties, protections, indemnities, immunities or obligations of the Trustee or the Collateral Agent. The Intercreditor Agreement will also provide that in certain circumstances the Security Documents may be amended automatically without the consent of Holders of Notes, the Trustee or the Collateral Agent in connection with any amendments to corresponding security documents creating Prior Liens; provided, however that such amendment does not affect the rights, duties, protections, indemnities, immunities or obligations of the Trustee or the Collateral Agent. (b) Upon the request of the Company, and upon receipt by the Trustee or Collateral Agent, as applicable, of the documents described in Section 16.04 12.04 and Section 12.069.06, the Trustee or Collateral Agent shall join with the Company and each Subsidiary Guarantor in the execution of any amendment amended or supplement supplemental Indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee and the Collateral Agent shall not be obligated to enter into such amendment amended or supplement supplemental Indenture that affects its own rights, duties, protections, obligations, indemnities duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. (a) Notwithstanding Section 12.029.02, the Company, any the Subsidiary Guarantor Guarantors and the Trustee and may amend or supplement this Indenture or the Collateral Agent may modify, supplement or amend this Indenture, the Notes, the Security Documents and the Intercreditor Agreement Notes without the consent of any Holder of a Note to: (1) cure convey, transfer, assign, mortgage or pledge any ambiguity, omission, defect, mistake property or inconsistencyassets to the Trustee as security for the Notes; (2) provide for evidence the succession of another Person to the Company or any Subsidiary Guarantor, or successive successions, and the assumption by a the successor Person of the covenants, agreements and obligations of the Company or any Subsidiary Guarantor under this Indenture, Indenture pursuant to the Security Documents and the Intercreditor Agreement in accordance with the applicable provisions thereofdescribed under Article Five; (3) add to the covenants of the Company and the Subsidiary Guarantors further covenants, restrictions, conditions or provisions for the protection of the Holders of the Notes; (4) cure any ambiguity or correct or supplement any provision contained in this Indenture that may be defective or inconsistent with any other provision contained in this Indenture, or make such other provisions in regard to matters or questions arising under this Indenture as the Board of Directors may deem necessary or desirable and that shall not materially and adversely affect the interests of the Holders of the Notes; (5) evidence and provide for the acceptance of appointment under this Indenture by a successor Trustee with respect to the Notes and 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 under this Indenture by more than one Trustee pursuant to the requirements of this Indenture; (6) provide for uncertificated Notes in addition to or in place of certificated Notes (Notes; provided, however however, 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; (47) add guarantors or Collateral additional Subsidiary Guarantees with respect to the Notes, including Subsidiary Guarantors, or Notes and release a any Subsidiary Guarantor from its Subsidiary Guarantee and terminate such Subsidiary Guarantee or terminate a Lien securing the Notes; provided, however that the release and termination is in accordance with the applicable provisions of this Indenture; (5) secure 8) provide for the Notes or Subsidiary Guaranteesissuance of Additional Notes; (69) add conform the text of this Indenture or the Notes to any provision of the Description of Notes in the offering memorandum related to the covenants of the Company or a Subsidiary Guarantor for the benefit of the Holders or surrender any right or power conferred upon the Company or a Subsidiary Guarantor;Initial Notes; or (710) make any change that does not adversely affect the rights of any Holder; (8) comply with any requirement of the Commission SEC in connection with the qualification of this Indenture under the TIA; (9) provide for the succession of a successor Trustee; provided, however that the successor Trustee is otherwise qualified and eligible to act as such under this Indenture; (10) make, complete or confirm any grant of Collateral permitted or required by this Indenture or any of the Security Documents; (11) provide for the issuance of PIK Interest Notes or to increase the outstanding principal amount of the Notes, in each case in accordance with the limitations set forth in this Indenture as of the date hereof; (12) make any change as provided for in the Intercreditor Agreement; or (13) provide for conversion adjustments in accordance with Article Four in connection with a Reorganization Event. In addition, the Intercreditor Agreement may be amended in accordance with its terms and without the consent of any Holder, the Trustee or the Collateral Agent with the consent of the parties thereto or otherwise in accordance with its terms; provided, however that such amendment does not affect the rights, duties, protections, indemnities, immunities or obligations of the Trustee or the Collateral Agent. The Intercreditor Agreement will also provide that in certain circumstances the Security Documents may be amended automatically without the consent of Holders of Notes, the Trustee or the Collateral Agent in connection with any amendments to corresponding security documents creating Prior Liens; provided, however that such amendment does not affect the rights, duties, protections, indemnities, immunities or obligations of the Trustee or the Collateral Agent. (b) Upon the request of the Company, Company and upon receipt by the Trustee or Collateral Agent, as applicable, of the documents described in under Section 16.04 and Section 12.069.06 hereof, the Trustee or Collateral Agent shall join with the Company and each the Subsidiary Guarantor Guarantors in the execution of any amendment amended or supplement supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee and the Collateral Agent shall not be obligated to enter into such amendment amended or supplement supplemental indenture that affects its own rights, duties, protections, obligations, indemnities duties or immunities under this Indenture or otherwise. Notwithstanding anything to the contrary contained herein, any supplemental indenture executed pursuant to Section 9.01(a)(7) may be executed by the Company, the Subsidiary Guarantor providing such Subsidiary Guarantee and the Trustee.

Without Consent of Holders of Notes. (a) Notwithstanding Section 12.029.02 hereof, the Company, any Subsidiary Guarantor and (with respect to a Subsidiary Guarantee or this Indenture to which it is a party), the Trustee and and, in the case of the Security Documents, the Collateral Agent Agent, may modify, amend or supplement or amend this Indenture, the Notes, the any Security Documents Document and any Subsidiary Guarantee or Notes or the Intercreditor Agreement without the consent of any Holder of a Note in order to: (1a) cure any ambiguity, omission, defect, mistake or inconsistencyinconsistency in this Indenture; (2b) comply with the provisions described under Section 5.01 or Section 4.15 hereto; (c) comply with any requirements of the SEC in connection with the qualification of this Indenture under the Trust Indenture Act; (d) evidence and provide for the assumption acceptance of appointment by a successor Trustee; (e) make any change that would provide any additional rights or benefits to the Holders or make any change that, in the good faith opinion of the obligations Board of Directors of the Company or as evidenced by a board resolution delivered to the Trustee, does not materially and adversely affect the rights of any Subsidiary Guarantor under this Indenture, the Security Documents and the Intercreditor Agreement in accordance with the applicable provisions thereofHolder; (3f) provide for uncertificated Notes in addition to or in place replacement of certificated Notes (provided, however that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code)Notes; (4g) provide for the issuance of Additional Notes in accordance with the Indenture; (h) add guarantors or Collateral release Subsidiary Guarantees with respect to the Notes, including Subsidiary Guarantorsin each case, or release a Subsidiary Guarantor from its Subsidiary Guarantee and terminate such Subsidiary Guarantee or terminate a Lien securing the Notes; provided, however that the release and termination is in accordance with the applicable provisions of this Indenture; (5) secure the Notes or Subsidiary Guarantees; (6i) add to additional assets as Collateral or release Collateral, in each case, in accordance with the covenants applicable provisions of the Company or a Subsidiary Guarantor for the benefit of the Holders or surrender any right or power conferred upon the Company or a Subsidiary Guarantor; (7) make any change that does not adversely affect the rights of any Holder; (8) comply with any requirement of the Commission in connection with the qualification of this Indenture under the TIA; (9) provide for the succession of a successor Trustee; provided, however that the successor Trustee is otherwise qualified and eligible to act as such under this Indenture; (10) make, complete or confirm any grant of Collateral permitted or required by this Indenture or any of the Security Documents; (11j) provide for the issuance of PIK Interest Notes enter into additional or to increase the outstanding principal amount of the Notes, in each case supplemental Security Documents in accordance with the limitations set forth in this Indenture as applicable provisions of the date hereof; (12) make any change as provided for in the Intercreditor AgreementIndenture and Security Documents; or (13k) conform the text of this Indenture, the Notes, the Subsidiary Guarantees or the Security Documents to any provision of the “Description of the Notes” section of the Offering Memorandum; or (l) to provide for conversion adjustments the accession of any parties to the Security Documents and Intercreditor Agreement (and other amendments that are administrative or ministerial in accordance with Article Four nature) in connection with a Reorganization Eventthe issuance or incurrence of Pari Passu Lien Indebtedness. In addition, the Intercreditor Agreement may be amended in accordance with its terms and without the consent of any Holder, the Trustee or the Collateral Agent with the consent of the parties thereto or otherwise in accordance with its terms; provided, however that such amendment does not affect the rights, duties, protections, indemnities, immunities or obligations of the Trustee or the Collateral Agent. The Intercreditor Agreement will also provide that in certain circumstances the Security Documents may be amended automatically without the consent of Holders of Notes, the Trustee or the Collateral Agent in connection with any amendments to corresponding security documents creating Prior Liens; provided, however that such amendment does not affect the rights, duties, protections, indemnities, immunities or obligations of the Trustee or the Collateral Agent. (b) Upon the request of the CompanyCompany 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 or Collateral Agent, as applicable, of the documents described in Section 16.04 and Section 12.067.02 hereof, the Trustee or Collateral Agent shall join with the Company and each the Subsidiary Guarantor Guarantors in the execution of any amendment amended or supplement supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee and the Collateral Agent shall not be obligated to enter into such amendment amended or supplement supplemental indenture that affects its own rights, duties, protections, obligations, indemnities 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 Subsidiary Guarantor under this Indenture upon execution and delivery by such Subsidiary Guarantor and the Trustee of a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, and delivery of an Officers’ Certificate.

Without Consent of Holders of Notes. (a) Notwithstanding Section 12.02, the Company, any Subsidiary Guarantor and the Trustee and the Collateral Agent may modify, supplement or amend 9.02 of this Indenture, the Notes, the Security Documents and the Intercreditor Agreement without the consent of any Holder of a Note toNotes, the Issuers, the Guarantors and the Trustee may amend or supplement this Indenture, the Notes or the Subsidiary Guarantees: (1a) to cure any ambiguity, omission, defect, mistake defect or inconsistency; (2b) provide for the assumption by a successor of the obligations of the Company or any Subsidiary Guarantor under this Indenture, the Security Documents and the Intercreditor Agreement in accordance with the applicable provisions thereof; (3) to provide for uncertificated Notes in addition to or in place of certificated Notes (provided, however that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code)Notes; (4c) add guarantors to provide for the assumption of an Issuer’s or Collateral with respect a Guarantor’s obligations to Holders of the Notes and Subsidiary Guarantees in the case of a merger or consolidation or disposition of all or substantially all of such Issuer’s or such Guarantor’s properties or assets, as applicable; (d) to make any change that would provide any additional rights or benefits to the NotesHolders of the Notes or that does not adversely affect the legal rights under this Indenture of any Holder, including provided that any change to conform this Indenture or the Notes to the Offering Memorandum will be deemed not to adversely affect such legal rights; (e) to secure the Notes or the Subsidiary Guarantors, or release a Subsidiary Guarantor from its Subsidiary Guarantee and terminate such Subsidiary Guarantee or terminate a Lien securing Guarantees pursuant to the Notes; provided, however that requirements of Section 4.12 hereof; (f) to provide for the release and termination is issuance of Additional Notes in accordance with the applicable provisions Sections 2.02 and 4.09 of this Indenture; (5g) secure to add any additional Guarantor or to evidence the Notes or release of any Guarantor from its Subsidiary GuaranteesGuarantee, in each case as provided in this Indenture; (6h) add to the covenants of the Company evidence or a Subsidiary Guarantor provide for the benefit acceptance of the Holders or surrender any right or power conferred upon the Company or appointment under this Indenture of a Subsidiary Guarantorsuccessor Trustee; (7i) make any change that does not adversely affect to release Liens securing the rights Notes in accordance with the last paragraph of Section 4.12 hereof or to confirm and evidence such release or the termination or discharge of any Holder;such Lien; or (8) j) to comply with any requirement requirements of the Commission SEC in connection with order to effect or maintain the qualification of this Indenture under the TIA; (9) provide for the succession of a successor Trustee; provided, however that the successor Trustee is otherwise qualified and eligible to act as such under this Indenture; (10) make, complete or confirm any grant of Collateral permitted or required by this Indenture or any of the Security Documents; (11) provide for the issuance of PIK Interest Notes or to increase the outstanding principal amount of the Notes, in each case in accordance with the limitations set forth in this Indenture as of the date hereof; (12) make any change as provided for in the Intercreditor Agreement; or (13) provide for conversion adjustments in accordance with Article Four in connection with a Reorganization Event. In addition, the Intercreditor Agreement may be amended in accordance with its terms and without the consent of any Holder, the Trustee or the Collateral Agent with the consent of the parties thereto or otherwise in accordance with its terms; provided, however that such amendment does not affect the rights, duties, protections, indemnities, immunities or obligations of the Trustee or the Collateral Agent. The Intercreditor Agreement will also provide that in certain circumstances the Security Documents may be amended automatically without the consent of Holders of Notes, the Trustee or the Collateral Agent in connection with any amendments to corresponding security documents creating Prior Liens; provided, however that such amendment does not affect the rights, duties, protections, indemnities, immunities or obligations of the Trustee or the Collateral Agent. (b) Upon the request of the CompanyIssuers, and upon receipt by the Trustee or Collateral Agent, as applicable, of the documents described in Section 16.04 and Section 12.069.06 hereof, the Trustee or Collateral Agent shall will join with the Company Issuers and each Subsidiary Guarantor the Guarantors in the execution of any amendment amended or supplement supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee and the Collateral Agent shall will not be obligated to enter into such amendment amended or supplement supplemental indenture that affects its own rights, duties, protections, obligations, indemnities duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. (a) Notwithstanding Section 12.029.02, the Company, any Subsidiary Guarantor and Guarantor, the Trustee and the Collateral Agent Agent, as applicable, may modify, amend or supplement or amend this Indenture, the Notesany Note Guarantee, the any Security Documents and the Document, any Intercreditor Agreement or Notes without the consent of any Holder of a Note toHolder: (1) to cure any ambiguity, omission, defectmistake, mistake defect or inconsistency; (2) provide for the assumption by a successor of the obligations of the Company or any Subsidiary Guarantor under this Indenture, the Security Documents and the Intercreditor Agreement in accordance with the applicable provisions thereof; (3) to provide for uncertificated Notes in addition to or in place of certificated Notes Notes; (provided, however that 3) to provide for the uncertificated Notes are issued in registered form for purposes of Section 163(f) assumption of the Code)Company’s or any Guarantor’s obligations to Holders of Notes and Note Guarantees in accordance with this Indenture in the case of a merger or consolidation or sale of all or substantially all of the Company’s or such Guarantor’s assets; (4) add guarantors to make any change that would not materially adversely affect the legal or Collateral with respect to the Notes, including Subsidiary Guarantors, or release a Subsidiary Guarantor from its Subsidiary Guarantee and terminate contractual rights under this Indenture of any such Subsidiary Guarantee or terminate a Lien securing the Notes; provided, however that the release and termination is in accordance with the applicable provisions of this IndentureHolder; (5) secure to comply with the Notes or Subsidiary Guaranteesprovisions under Section 4.08; (6) add to the covenants of the Company or a Subsidiary Guarantor evidence and provide for the benefit acceptance of the Holders appointment by a successor Trustee or surrender any right or power conferred upon the Company or a Subsidiary GuarantorCollateral Agent; (7) make to conform this Indenture, the Notes, the Intercreditor Agreement or any change that does not adversely affect Security Document to any provision of the rights “Description of any HolderNotes” in the Offering Memorandum to the extent such provision is intended to be a verbatim recitation thereof as certified in an Officer’s Certificate to the Trustee; (8) comply with to amend the Intercreditor Agreement to add additional holders of Additional Obligations permitted under this Indenture, the Intercreditor Agreement and any requirement of the Commission Additional Agreements then in connection with the qualification of this Indenture under the TIAeffect; (9) provide for to amend the succession Security Documents to add any holders of a successor Trustee; provided, however that Additional Pari Passu Obligations to the successor Trustee is otherwise qualified and eligible to act as such extent permitted under this Indenture, the Intercreditor Agreement and any Additional Pari Passu Agreement then in effect; (10) make, complete or confirm any grant of to add to the Collateral permitted or required by this Indenture or any of securing the Security Documents;Notes; or (11) provide for the issuance of PIK Interest Additional Notes or to increase the outstanding principal amount of the Notes, in each case in accordance with the limitations set forth in this Indenture as of the date hereof; (12) make any change as provided for in the Intercreditor Agreement; or (13) provide for conversion adjustments in accordance with Article Four in connection with a Reorganization Event. In addition, the Intercreditor Agreement may be amended in accordance with its terms and without the consent of any Holder, the Trustee or the Collateral Agent with the consent of the parties thereto or otherwise in accordance with its terms; provided, however that such amendment does not affect the rights, duties, protections, indemnities, immunities or obligations of the Trustee or the Collateral Agent. The Intercreditor Agreement will also provide that in certain circumstances the Security Documents may be amended automatically without the consent of Holders of Notes, the Trustee or the Collateral Agent in connection with any amendments to corresponding security documents creating Prior Liens; provided, however that such amendment does not affect the rights, duties, protections, indemnities, immunities or obligations of the Trustee or the Collateral Agent. (b) Upon the request of the Company, and upon receipt by the Trustee or Collateral Agent, as applicable, of the documents described in Section 16.04 and Section 12.06, the Trustee or Collateral Agent shall join with the Company and each Subsidiary Guarantor in the execution of any amendment or supplement authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee and the Collateral Agent shall not be obligated to enter into such amendment or supplement that affects its own rights, duties, protections, obligations, indemnities or immunities under this Indenture or otherwisein compliance with the terms hereof.

Without Consent of Holders of Notes. (a) Notwithstanding Section 12.029.02, the Company, any Subsidiary Guarantor and the Trustee and the Collateral Agent may modify, supplement or amend this Indenture, Indenture or the Notes, the Security Documents and the Intercreditor Agreement Notes without the consent of any Holder of a Note to: (1) cure any ambiguity, omission, defect, mistake or inconsistency; (2) provide for the assumption by a successor of the obligations of the Company or any Subsidiary Guarantor under this Indenture, the Security Documents and the Intercreditor Agreement in accordance with the applicable provisions thereof; (3) provide for uncertificated Notes in addition to or in place of certificated Notes (provided, however provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code); (4) add guarantors or Collateral with respect to the Notes, including Subsidiary Guarantors, or release a Subsidiary Guarantor from its Subsidiary Guarantee and terminate such Subsidiary Guarantee or terminate a Lien securing the NotesGuarantee; provided, however provided that the release and termination is in accordance with the applicable provisions of this Indenture; (5) secure the Notes or Subsidiary Guarantees; (6) add to the covenants of the Company or a Subsidiary Guarantor for the benefit of the Holders or surrender any right or power conferred upon the Company or a Subsidiary Guarantor; (7) make any change that does not adversely affect the rights of any Holder; provided, however, that any change to conform this Indenture to the “Description of Notes” in the Offering Memorandum will not be deemed to adversely affect such legal rights; (8) comply with any requirement of the Commission in connection with the qualification of this Indenture under the TIA;Trust Indenture Act; or (9) provide for the succession of a successor Trustee; provided, however provided that the successor Trustee is otherwise qualified and eligible to act as such under this Indenture; (10) make, complete or confirm any grant of Collateral permitted or required by this Indenture or any of the Security Documents; (11) provide for the issuance of PIK Interest Notes or to increase the outstanding principal amount of the Notes, in each case in accordance with the limitations set forth in this Indenture as of the date hereof; (12) make any change as provided for in the Intercreditor Agreement; or (13) provide for conversion adjustments in accordance with Article Four in connection with a Reorganization Event. In addition, the Intercreditor Agreement may be amended in accordance with its terms and without the consent of any Holder, the Trustee or the Collateral Agent with the consent of the parties thereto or otherwise in accordance with its terms; provided, however that such amendment does not affect the rights, duties, protections, indemnities, immunities or obligations of the Trustee or the Collateral Agent. The Intercreditor Agreement will also provide that in certain circumstances the Security Documents may be amended automatically without the consent of Holders of Notes, the Trustee or the Collateral Agent in connection with any amendments to corresponding security documents creating Prior Liens; provided, however that such amendment does not affect the rights, duties, protections, indemnities, immunities or obligations of the Trustee or the Collateral Agent. (b) Upon the request of the Company, and upon receipt by the Trustee or Collateral Agent, as applicable, of the documents described in Section 16.04 12.04 and Section 12.069.06, the Trustee or Collateral Agent shall join with the Company and each Subsidiary Guarantor in the execution of any amendment amended or supplement supplemental Indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee and the Collateral Agent shall not be obligated to enter into such amendment amended or supplement supplemental Indenture that affects its own rights, duties, protections, obligations, indemnities duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. (a) Notwithstanding Section 12.029.02 of this Indenture, the Company, any the Subsidiary Guarantor Guarantors and the Trustee and the Collateral Agent may modify, amend or supplement or amend this Indenture, the Subsidiary Guarantees, the Mirror Notes, the Security Documents and Mirror Note Pledge Agreements, the Intercreditor Agreement Mirror Note Guarantees or the Notes without the consent of any Holder of a Note toNote: (1) to cure any ambiguity, omission, defect, mistake defect or inconsistency; (2) provide for the assumption by a successor of the obligations of the Company or any Subsidiary Guarantor under this Indenture, the Security Documents and the Intercreditor Agreement in accordance with the applicable provisions thereof; (3) to provide for uncertificated Notes in addition to or in place of certificated Notes Notes; (provided, however that 3) to provide for the uncertificated Notes are issued in registered form for purposes of Section 163(f) assumption of the Code)Company's, a Mirror Note Issuer's or a Guarantor's obligations pursuant to this Indenture, a Subsidiary Guarantee, a Mirror Note or a Mirror Note Guarantee as the case may be, by a successor to the Company, such Mirror Note Issuer or such Guarantor pursuant to Article V hereof or to comply with Section 4.20; (4) add guarantors or Collateral with respect to the Notes, including Subsidiary Guarantors, or release a Subsidiary any Guarantor from its Subsidiary Guarantee and terminate such obligations under its Subsidiary Guarantee or terminate a Lien securing Mirror Note Guarantee (to the Notes; provided, however that the release and termination is in accordance with the applicable provisions of extent permitted by this Indenture); (5) secure the Notes to make any change that would provide any additional rights or Subsidiary Guarantees; (6) add benefits to the covenants of the Company or a Subsidiary Guarantor for the benefit of the Holders or surrender any right or power conferred upon the Company or a Subsidiary Guarantor; (7) make any change that does not adversely affect the legal rights hereunder of any such Holder;; or (8) 6) to comply with any requirement requirements of the Commission SEC in connection with order to effect or maintain the qualification of this Indenture under the TIA; (9) provide for the succession of a successor Trustee; provided, however that the successor Trustee is otherwise qualified and eligible to act as such under this Indenture; (10) make, complete or confirm any grant of Collateral permitted or required by this Indenture or any of the Security Documents; (11) provide for the issuance of PIK Interest Notes or to increase the outstanding principal amount of the Notes, in each case in accordance with the limitations set forth in this Indenture as of the date hereof; (12) make any change as provided for in the Intercreditor Agreement; or (13) provide for conversion adjustments in accordance with Article Four in connection with a Reorganization Event. In addition, the Intercreditor Agreement may be amended in accordance with its terms and without the consent of any Holder, the Trustee or the Collateral Agent with the consent of the parties thereto or otherwise in accordance with its terms; provided, however that such amendment does not affect the rights, duties, protections, indemnities, immunities or obligations of the Trustee or the Collateral Agent. The Intercreditor Agreement will also provide that in certain circumstances the Security Documents may be amended automatically without the consent of Holders of Notes, the Trustee or the Collateral Agent in connection with any amendments to corresponding security documents creating Prior Liens; provided, however that such amendment does not affect the rights, duties, protections, indemnities, immunities or obligations of the Trustee or the Collateral Agent. (b) Upon the request of the CompanyCompany 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 or Collateral Agent, as applicable, of the documents described in Section 16.04 and Section 12.069.06, the Trustee or Collateral Agent shall will join with the Company and each the Subsidiary Guarantor Guarantors in the execution of any amendment amended or supplement supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee and the Collateral Agent shall will not be obligated to enter into such amendment amended or supplement supplemental indenture that affects its own rights, duties, protections, obligations, indemnities duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. (a) Notwithstanding Section 12.02, the Company, any Subsidiary Guarantor and the Trustee and the Collateral Agent may modify, supplement or amend 9.02 of this Indenture, the NotesIssuers, the Security Documents Guarantors and the Intercreditor Agreement Trustee may amend or supplement this Indenture or the Notes without the consent of any Holder of a Note toNote: (1a) to cure any ambiguity, omission, defect, mistake defect or inconsistency; (2b) provide for the assumption by a successor of the obligations of the Company or any Subsidiary Guarantor under this Indenture, the Security Documents and the Intercreditor Agreement in accordance with the applicable provisions thereof; (3) to provide for uncertificated Notes in addition to or in place of certificated Notes (provided, however that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code)Notes; (4c) add guarantors or Collateral with respect to provide for the assumption of an Issuer’s obligations to the Notes, including Subsidiary Guarantors, or release a Subsidiary Guarantor from its Subsidiary Guarantee and terminate such Subsidiary Guarantee or terminate a Lien securing the Notes; provided, however that the release and termination is in accordance with the applicable provisions Holders of this IndentureNotes pursuant to Article 5 hereof; (5d) secure to make any change that would provide any additional rights or benefits to the Holders of the Notes or Subsidiary Guarantees; (6) add to the covenants of the Company or a Subsidiary Guarantor for the benefit of the Holders or surrender any right or power conferred upon the Company or a Subsidiary Guarantor; (7) make any change that does not adversely affect the legal rights hereunder of any Holder, provided that any change to conform this Indenture to the Offering Memorandum shall not be deemed to adversely affect the legal rights hereunder of any Holder; (8) e) to secure the Notes or the Subsidiary Guarantees pursuant to the requirements of Section 4.12 or otherwise; (f) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture; (g) to add any additional Guarantor with respect to the Notes or to evidence the release of any Guarantor from its Subsidiary Guarantee in accordance with Article 10 hereof; (h) to comply with any requirement requirements of the Commission SEC in connection with order to effect or maintain the qualification of this Indenture under the TIA; (9i) to provide for the succession reorganization of the Company as any other form of entity in accordance with the second paragraph of Section 5.01 hereof; or (j) to evidence or provide for the acceptance of appointment under this Indenture of a successor Trustee; provided, however that the successor Trustee is otherwise qualified and eligible to act as such under this Indenture; (10) make, complete or confirm any grant of Collateral permitted or required by this Indenture or any of the Security Documents; (11) provide for the issuance of PIK Interest Notes or to increase the outstanding principal amount of the Notes, in each case in accordance with the limitations set forth in this Indenture as of the date hereof; (12) make any change as provided for in the Intercreditor Agreement; or (13) provide for conversion adjustments in accordance with Article Four in connection with a Reorganization Event. In addition, the Intercreditor Agreement may be amended in accordance with its terms and without the consent of any Holder, the Trustee or the Collateral Agent with the consent of the parties thereto or otherwise in accordance with its terms; provided, however that such amendment does not affect the rights, duties, protections, indemnities, immunities or obligations of the Trustee or the Collateral Agent. The Intercreditor Agreement will also provide that in certain circumstances the Security Documents may be amended automatically without the consent of Holders of Notes, the Trustee or the Collateral Agent in connection with any amendments to corresponding security documents creating Prior Liens; provided, however that such amendment does not affect the rights, duties, protections, indemnities, immunities or obligations of the Trustee or the Collateral Agent. (b) Upon the request of the CompanyCompany 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 or Collateral Agent, as applicable, of the documents described in Section 16.04 and Section 12.069.06 hereof, the Trustee or Collateral Agent shall join with the Company Issuers and each Subsidiary Guarantor the Guarantors in the execution of any amendment amended or supplement supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee and the Collateral Agent shall not be obligated to enter into such amendment amended or supplement supplemental Indenture that affects its own rights, duties, protections, obligations, indemnities duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. (a) Notwithstanding Section 12.029.02 hereof, the Company, any Subsidiary Guarantor Company and the Trustee and the Collateral Agent may modify, amend or supplement or amend this Indenture, the Notes, Notes or the Security Documents and the Intercreditor Agreement Subsidiary Guarantees without the consent of any Holder of a Note toNote: (1a) to cure any ambiguity, omission, defect, mistake defect or inconsistency; (2b) provide for the assumption by a successor of the obligations of the Company or any Subsidiary Guarantor under this Indenture, the Security Documents and the Intercreditor Agreement in accordance with the applicable provisions thereof; (3) to provide for uncertificated Notes in addition to or in place of certificated Notes or to alter the provisions of Article II hereof (provided, however including the related definitions) in a manner that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code)does not materially adversely affect any Holder; (4c) add guarantors to provide for the assumption of the Company's or Collateral with respect any Guarantor's obligations to the NotesHolders of the Notes in the case of a merger, including Subsidiary Guarantors, consolidation or sale of all or substantially all assets of the Company pursuant to Article V hereof or of any Guarantor pursuant to Article XI hereof or to add any Person as a Guarantor hereunder or to release a Subsidiary any Guarantor from its Subsidiary Guarantee and terminate such Subsidiary Guarantee or terminate a Lien securing the Notes; provided, however that the release and termination is in accordance otherwise comply with the applicable provisions of this IndentureArticle XI; (5d) secure to make any change that would provide any additional rights or benefits to the Holders of the Notes or Subsidiary Guarantees; (6) add to the covenants of the Company or a Subsidiary Guarantor for the benefit of the Holders or surrender any right or power conferred upon the Company or a Subsidiary Guarantor; (7) make any change that does not adversely affect the legal rights hereunder of any such Holder; (8) e) to comply with any requirement requirements of the Commission SEC in connection with order to effect or maintain the qualification of this Indenture under the TIATIA or to allow any Guarantor to guarantee the Notes; (9f) to evidence or provide for the succession acceptance of appointment of a successor Trustee; provided, however that the successor Trustee is otherwise qualified and eligible pursuant to act as such under this Indenture; (10) make, complete Sections 7.08 or confirm any grant of Collateral permitted or required by this Indenture or any of the Security Documents; (11) provide for the issuance of PIK Interest Notes or to increase the outstanding principal amount of the Notes, in each case in accordance with the limitations set forth in this Indenture as of the date 7.09 hereof; (12g) make to add any change as provided for in the Intercreditor Agreementadditional Events of Default; or (13h) provide for conversion adjustments in accordance with Article Four in connection with a Reorganization Event. In addition, to secure the Intercreditor Agreement may be amended in accordance with its terms and without the consent of any Holder, the Trustee Notes or the Collateral Agent with the consent of the parties thereto or otherwise in accordance with its terms; provided, however that such amendment does not affect the rights, duties, protections, indemnities, immunities or obligations of the Trustee or the Collateral AgentSubsidiary Guarantees. The Intercreditor Agreement will also provide that in certain circumstances the Security Documents may be amended automatically without the consent of Holders of Notes, the Trustee or the Collateral Agent in connection with any amendments to corresponding security documents creating Prior Liens; provided, however that such amendment does not affect the rights, duties, protections, indemnities, immunities or obligations of the Trustee or the Collateral Agent. (b) Upon the request of the CompanyCompany 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 or Collateral Agent, as applicable, of the documents described in Section 16.04 and Section 12.067.02 hereof, the Trustee or Collateral Agent shall join with the Company and each Subsidiary Guarantor in the execution of any amendment amended or supplement supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee and the Collateral Agent shall not be obligated to enter into such amendment amended or supplement supplemental Indenture that affects its own rights, duties, protections, obligations, indemnities liabilities or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. (a) Notwithstanding Section 12.029.02, the Company, any Subsidiary Guarantor and the Guarantors, the Trustee and (if applicable) the Collateral Agent may modify, amend or supplement or amend this Indenture, the Notes, the Subsidiary Guarantees or the Security Documents and the Intercreditor Agreement Documents, without the consent of any Holder of a Note Note, to: (1a) cure any ambiguity, omission, defect, mistake defect or inconsistency; (2) provide for the assumption by a successor of the obligations of the Company or any Subsidiary Guarantor under this Indenture, the Security Documents and the Intercreditor Agreement in accordance with the applicable provisions thereof; (3b) provide for uncertificated Notes in addition to or in place of certificated Notes (provided, however provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code); (4c) add guarantors provide for the assumption of the Company’s or Collateral with respect a Guarantor’s obligations to the Notes, including Subsidiary Guarantors, or release a Subsidiary Guarantor from its Subsidiary Guarantee and terminate such Subsidiary Guarantee or terminate a Lien securing the Notes; provided, however that the release and termination is in accordance with the applicable provisions Holders of this Indenture; (5) secure the Notes in the case of a merger or Subsidiary Guarantees; (6) add to the covenants consolidation or sale of all or substantially all of the Company Company’s assets or a Subsidiary Guarantor for the benefit of the Holders or surrender any right or power conferred upon the Company or a Subsidiary Guarantor; (7d) make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder of any Holder; (8) comply with any requirement of the Commission in connection with the qualification of this Indenture under the TIA; (9) provide for the succession of a successor Trustee; provided, however that the successor Trustee is otherwise qualified and eligible to act as such under this Indenture; (10) make, complete or confirm any grant of Collateral permitted or required by this Indenture or any of the Security Documents; (11e) provide for the issuance of PIK Interest Additional Notes in accordance with the provisions set forth in this Indenture; (f) add Subsidiary Guarantees with respect to the Notes or add Collateral to increase secure the outstanding principal amount Notes or the Subsidiary Guarantees; (g) evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee or successor Collateral Agent thereunder pursuant to the requirements herein; or (h) conform the text of the Notes, in each case in accordance with the limitations set forth in Subsidiary Guarantees, this Indenture as of the date hereof; (12) make any change as provided for in the Intercreditor Agreement; or (13) provide for conversion adjustments in accordance with Article Four in connection with a Reorganization Event. In addition, the Intercreditor Agreement may be amended in accordance with its terms and without the consent of any Holder, the Trustee or the Collateral Agent with the consent of the parties thereto or otherwise in accordance with its terms; provided, however that such amendment does not affect the rights, duties, protections, indemnities, immunities or obligations of the Trustee or the Collateral Agent. The Intercreditor Agreement will also provide that in certain circumstances the Security Documents may to any provision of the “Description of Notes” section contained in the Offering Memorandum to the extent that such provision in such “Description of Notes” section was intended to be amended automatically without a verbatim recitation of a provision of the consent of Holders of Notes, the Trustee Subsidiary Guarantees, this Indenture, or the Collateral Agent in connection with any amendments Security Documents, which intent will be established by an Officers’ Certificate. Subject to corresponding security documents creating Prior Liens; providedSection 9.05, however that such amendment does not affect the rights, duties, protections, indemnities, immunities or obligations of the Trustee or the Collateral Agent. (b) Upon upon the request of the CompanyCompany authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee or Collateral Agent, as applicable, of the documents described in Section 16.04 and Section 12.067.02 hereof, the Trustee or (and, if applicable, the Collateral Agent Agent) shall join with the Company and each Subsidiary Guarantor the Guarantors in the execution of any amendment amended or supplement supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but neither the Trustee and nor the Collateral Agent shall not be obligated to enter into such amendment amended or supplement supplemental indenture that affects its own rights, duties, protections, obligations, indemnities duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. (a) Notwithstanding Section 12.029.02 of this Indenture, the Company, any the Subsidiary Guarantor Guarantors and the Trustee and (or the Collateral Agent or other representative of the Holders under any Security Document) may modify, amend or supplement or amend this Indenture, the Notes, Notes (including any notation or endorsement thereon) or any of the Security Documents and the Intercreditor Agreement or Subsidiary Guarantees without the consent of any Holder of a Note toNote: (1) to cure any ambiguity, omission, defect, mistake defect or inconsistency; (2) provide for the assumption by a successor of the obligations of the Company or any Subsidiary Guarantor under this Indenture, the Security Documents and the Intercreditor Agreement in accordance with the applicable provisions thereof; (3) to provide for uncertificated Notes in addition to or in place of certificated Notes Notes; (provided, however that 3) to provide for the uncertificated Notes are issued in registered form for purposes of Section 163(f) assumption of the Code)Company's or a Subsidiary Guarantor's obligations to the Holders of the Notes by a successor to the Company or a Subsidiary Guarantor pursuant to Article 5 or Article 11 hereof; (4) add guarantors or Collateral with respect to the Notes, including Subsidiary Guarantors, or release a Subsidiary Guarantor from its Subsidiary Guarantee and terminate such Subsidiary Guarantee or terminate a Lien securing the Notes; provided, however that the release and termination is in accordance with the applicable provisions of this Indenture; (5) secure the Notes or Subsidiary Guarantees; (6) add to the covenants of the Company or a Subsidiary Guarantor and its Subsidiaries hereunder for the benefit of the Holders of the Notes or to surrender any right or power conferred upon the Company or a Subsidiary GuarantorCompany; (75) to make any change that does not adversely affect would provide any additional rights or benefits to the rights Holders of any Holderthe Notes; (8) 6) to comply with any requirement requirements of the Commission in connection with order to effect or maintain the qualification of this Indenture under the TIA; (9) provide for the succession of a successor Trustee; provided, however that the successor Trustee is otherwise qualified and eligible to act as such under this Indenture; (10) make, complete or confirm any grant of Collateral permitted or required by this Indenture or any of the Security Documents; (11) provide for the issuance of PIK Interest Notes or to increase the outstanding principal amount of the Notes, in each case in accordance with the limitations set forth in this Indenture as of the date hereof; (12) make any change as provided for in the Intercreditor Agreement; or (137) provide for conversion adjustments in accordance to allow any Subsidiary Guarantor to execute a supplemental indenture with Article Four in connection with a Reorganization Eventrespect to the Notes. In addition, the Intercreditor Agreement may be amended in accordance with its terms and without the consent of any Holder, the Trustee or the Collateral Agent with the consent of the parties thereto or otherwise in accordance with its terms; provided, however that such amendment does not affect the rights, duties, protections, indemnities, immunities or obligations of the Trustee or the Collateral Agent. The Intercreditor Agreement will also provide that in certain circumstances the Security Documents may be amended automatically without the consent of Holders of Notes, the Trustee or the Collateral Agent in connection with any amendments to corresponding security documents creating Prior Liens; provided, however that such amendment does not affect the rights, duties, protections, indemnities, immunities or obligations of the Trustee or the Collateral Agent. (b) Upon the request of the CompanyCompany accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture or Security Document, and upon receipt by the Trustee or Collateral Agent, as applicable, of the documents described in Section 16.04 and Section 12.069.06 hereof, the Trustee or Collateral Agent shall join with the Company and each the Subsidiary Guarantor Guarantors in the execution of any amendment amended or supplement supplemental indenture or Security Document authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee and the Collateral Agent shall not be obligated to enter into such amendment amended or supplement supplemental indenture or Security Document that affects its own rights, duties, protections, obligations, indemnities duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. (a) Notwithstanding Section 12.029.02, the Company, any Subsidiary Guarantor and the Trustee and the Collateral Agent may modify, supplement or amend this Indenture, the Notes, the Security Documents and the Intercreditor Agreement without the consent of any Holder Holder, the Issuer, any Guarantor (with respect to its Guarantee, this Indenture, any Equal Priority Intercreditor Agreement, any Junior Priority Intercreditor Agreement or the Security Documents to which it is a party and excluding any amendment or supplement the sole purpose of a Note towhich is to add an additional Guarantor), the Trustee and the Notes Collateral Agent, without the consent of any Holders, may amend the Notes, the Guarantee, this Indenture, the Escrow Agreement, any Equal Priority Intercreditor Agreement, any Junior Priority Intercreditor Agreement or the Security Documents (including, in each case, if applicable, the form of agreements attached thereto as exhibits), for any of the following purposes: (1) to cure any ambiguity, omission, defectmistake, mistake defect or inconsistency, as evidenced in an Officer’s Certificate; (2) provide for the assumption by a successor of the obligations of the Company or any Subsidiary Guarantor under this Indenture, the Security Documents and the Intercreditor Agreement in accordance with the applicable provisions thereof; (3) to provide for uncertificated Notes in addition to or in place of certificated Notes or to alter the provisions of this Indenture relating to the form of Notes (provided, however including the related definitions) in a manner that the uncertificated Notes are issued in registered form for purposes of does not materially adversely affect any Holder; (3) to comply with Section 163(f) of the Code)5.01; (4) add guarantors to provide for the assumption of the obligations of the Issuer or Collateral with respect any Guarantor to the Notes, including Subsidiary Guarantors, or release a Subsidiary Guarantor from its Subsidiary Guarantee and terminate such Subsidiary Guarantee or terminate a Lien securing the Notes; provided, however that the release and termination is in accordance with the applicable provisions of this IndentureHolders; (5) secure to make any change that would provide any additional rights or benefits to the Notes Holders or Subsidiary Guaranteesthat does not adversely affect the rights under this Indenture of any such Holder; (6) to add to the covenants of the Company or a Subsidiary Guarantor for the benefit of the Holders or to surrender any right or power conferred upon the Company or a Subsidiary GuarantorIssuer; (7) make any change that does not adversely affect at the rights of any Holder; (8) Issuer’s election, to comply with any requirement requirements of the Commission SEC in connection with order to effect or maintain the qualification of this Indenture under the TIATrust Indenture Act, if such qualification should become required; (8) 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 hereunder pursuant to the requirements thereof; (9) to provide for the issuance of Additional Notes; (10) to add guarantees of the Notes under this Indenture in accordance with the terms of this Indenture; (11) to conform the text of this Indenture, any Equal Priority Intercreditor Agreement, any Junior Priority Intercreditor Agreement, the Security Documents, the Guarantees or the Notes to any provision of the “Description of the Notes” section of the Offering Memorandum to the extent that such provision in the “Description of the Notes” was intended by the Issuer to be a verbatim recitation of a provision of this Indenture, any Equal Priority Intercreditor Agreement, any Junior Priority Intercreditor Agreement, the Security Documents, the Guarantees or the Notes, such intention to be evidenced by an Officer’s Certificate of the Issuer delivered to the Trustee; (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 to facilitate the issuance and administration of Notes; provided 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; (13) to add Collateral with respect to any or all of the Notes and/or the Guarantees; (14) to release any Guarantor from its Guarantee pursuant to this Indenture when permitted or required by this Indenture; (15) to release any Collateral from the Lien securing the Notes when permitted or required by the Security Documents, this Indenture (including pursuant to the second paragraph under Section 4.12 and including any release of any lien that is not then otherwise required by this Indenture to be pledged as security for the Notes), any Equal Priority Intercreditor Agreement or any Junior Priority Intercreditor Agreement; (16) to comply with the rules of any applicable securities depositary; (17) to add any Equal Priority Secured Parties or Junior Priority Secured Parties to any Security Documents, any Equal Priority Intercreditor Agreement or any Junior Priority Intercreditor Agreement; (18) in the case of any Security Document, to include therein any legend required to be set forth therein pursuant to any Equal Priority Intercreditor Agreement or any Junior Priority Intercreditor Agreement, or to modify any such legend as required by any Equal Priority Intercreditor Agreement or any Junior Priority Intercreditor Agreement; (19) with respect to the Security Documents, any Equal Priority Intercreditor Agreement and any Junior Priority Intercreditor Agreement, as provided in the relevant Security Document, Equal Priority Intercreditor Agreement or Junior Priority Intercreditor Agreement as applicable; or (20) to provide for the succession of a successor Trustee; provided, however that the successor Trustee is otherwise qualified and eligible any parties to act as such under this Indenture; (10) make, complete or confirm any grant of Collateral permitted or required by this Indenture or any of the Security Documents; , any Equal Priority Intercreditor Agreement or any Junior Priority Intercreditor Agreement (11and any amendments that are administrative or ministerial in nature) provide for the issuance of PIK Interest Notes or to increase the outstanding principal amount of the Notes, in each case in accordance with the limitations set forth in this Indenture as of the date hereof; (12) make any change as provided for in the Intercreditor Agreement; or (13) provide for conversion adjustments in accordance with Article Four in connection with a Reorganization Event. In additionan amendment, the Intercreditor Agreement may be amended in accordance with its terms and without the consent renewal, extension, substitution, refinancing, restructuring, replacement, supplementing or other modification from time to time of any Holder, the Trustee or the Collateral Agent with the consent of the parties thereto or otherwise in accordance with its terms; provided, however other agreement that such amendment does is not affect the rights, duties, protections, indemnities, immunities or obligations of the Trustee or the Collateral Agent. The Intercreditor Agreement will also provide that in certain circumstances the Security Documents may be amended automatically without the consent of Holders of Notes, the Trustee or the Collateral Agent in connection with any amendments to corresponding security documents creating Prior Liens; provided, however that such amendment does not affect the rights, duties, protections, indemnities, immunities or obligations of the Trustee or the Collateral Agentprohibited by this Indenture. (b) Upon the request of the Company, and upon receipt by the Trustee or Collateral Agent, as applicable, of the documents described in Section 16.04 and Section 12.06, the Trustee or Collateral Agent shall join with the Company and each Subsidiary Guarantor in the execution of any amendment or supplement authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee and the Collateral Agent shall not be obligated to enter into such amendment or supplement that affects its own rights, duties, protections, obligations, indemnities or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. (a) Notwithstanding Section 12.029.02, without the consent of any Holder, the Company, any Subsidiary Guarantor and the Trustee and the Collateral Agent may modify, supplement or amend this Indenture, Indenture or the Notes, the Security Documents and the Intercreditor Agreement without the consent of any Holder of a Note Notes to: (1) cure any ambiguity, omission, defect, mistake or inconsistency; (2) provide for the assumption by a successor of the obligations of the Company or any Subsidiary Guarantor under this Indenture, the Security Documents and the Intercreditor Agreement in accordance with the applicable provisions thereof; (3) provide for uncertificated Notes in addition to or in place of certificated Notes (provided, however provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code); (4) add guarantors or Collateral with respect to the Notes, including Subsidiary Guarantors, or release a Subsidiary Guarantor from its Subsidiary Guarantee and terminate such Subsidiary Guarantee or terminate a Lien securing the NotesGuarantee; provided, however provided that the release and termination is in accordance with the applicable provisions of this Indenture; (5) secure the Notes or Subsidiary Guarantees; (6) add to the covenants of the Company or a Subsidiary Guarantor for the benefit of the Holders or surrender any right or power conferred upon the Company or a Subsidiary Guarantor; (7) make any change that does not adversely affect the rights of any Holder; provided, however, that any change to conform this Indenture to the “Description of Notes” in the Offering Memorandum will not be deemed to adversely affect such legal rights; (8) comply with any requirement of the Commission SEC in connection with the qualification of this Indenture under the TIA;Trust Indenture Act; or (9) provide for the succession of a successor Trustee; provided, however provided that the successor Trustee is otherwise qualified and eligible to act as such under this Indenture; (10) make, complete or confirm any grant of Collateral permitted or required by this Indenture or any of the Security Documents; (11) provide for the issuance of PIK Interest Notes or to increase the outstanding principal amount of the Notes, in each case in accordance with the limitations set forth in this Indenture as of the date hereof; (12) make any change as provided for in the Intercreditor Agreement; or (13) provide for conversion adjustments in accordance with Article Four in connection with a Reorganization Event. In addition, the Intercreditor Agreement may be amended in accordance with its terms and without the consent of any Holder, the Trustee or the Collateral Agent with the consent of the parties thereto or otherwise in accordance with its terms; provided, however that such amendment does not affect the rights, duties, protections, indemnities, immunities or obligations of the Trustee or the Collateral Agent. The Intercreditor Agreement will also provide that in certain circumstances the Security Documents may be amended automatically without the consent of Holders of Notes, the Trustee or the Collateral Agent in connection with any amendments to corresponding security documents creating Prior Liens; provided, however that such amendment does not affect the rights, duties, protections, indemnities, immunities or obligations of the Trustee or the Collateral Agent. (b) Upon the request of the Company, and upon receipt by the Trustee or Collateral Agent, as applicable, of the documents described in Section 16.04 12.04 and Section 12.069.06, the Trustee or Collateral Agent shall join with the Company and each Subsidiary Guarantor in the execution of any amendment amended or supplement supplemental Indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee and the Collateral Agent shall not be obligated to enter into such amendment amended or supplement supplemental Indenture that affects its own rights, duties, protections, obligations, indemnities duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. (a) Notwithstanding Section 12.029.02 hereof, the CompanyIssuers, any Subsidiary Guarantor and (with respect to a Guarantee or this Indenture), the Trustee and the Notes Collateral Agent may modify, amend or supplement or amend this Indenture, the Notes, the Security any Notes Documents and the Intercreditor Agreement without the consent of any Holder and the Issuers may direct the Trustee or the Notes Collateral Agent, and the Trustee or the Notes Collateral Agent shall (upon receipt of a Note the documents required by the last paragraph of this Section 9.01), enter into an amendment to the Notes Documents to: (1) to cure any ambiguity, omission, defectmistake, mistake defect or inconsistency; (2) to provide for the assumption by a successor Person of the obligations of the Company Issuers or any Subsidiary a Guarantor under any Notes Document pursuant to the terms of this Indenture, the Security Documents and the Intercreditor Agreement in accordance with the applicable provisions thereof; (3) to provide for uncertificated Notes of such series in addition to or in place of certificated Notes (provided, however that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code)Notes; (4) add guarantors to comply with Section 5.01 hereof; (5) to provide for the assumption by a successor entity of the obligations of either of the Issuers or Collateral with respect any Guarantor to the Notes, including Subsidiary Guarantors, or release a Subsidiary Guarantor from its Subsidiary Guarantee and terminate such Subsidiary Guarantee or terminate a Lien securing Holders under the Notes; provided, however that the release and termination is Notes Documents in accordance with with Section 5.01 hereof; (6) to make any change that would provide any additional rights or benefits to the applicable provisions Holders or that does not materially and adversely affect the legal rights of any such Holder under this Indenture; (57) secure the Notes or Subsidiary Guarantees; (6) to add to the covenants of the Company or a Subsidiary Guarantor for the benefit of the Holders or to surrender any right or power conferred upon the Company Issuers or a Subsidiary any Guarantor; (7) make any change that does not adversely affect the rights of any Holder; (8) to comply with any requirement requirements of the Commission SEC in connection with order to effect or maintain the qualification of this Indenture under the TIATrust Indenture Act; (9) to evidence and provide for the succession acceptance and appointment under this Indenture of a successor Trustee; providedTrustee or Notes Collateral Agent, however provided that the successor Trustee or Notes Collateral Agent is otherwise qualified and eligible to act as such under the terms of this Indenture; (10) maketo provide for the issuance of exchange notes or private exchange notes, complete or confirm any grant of Collateral permitted or required by this Indenture or any of the Security Documentswhich are identical to exchange notes except that they are not freely transferable; (11) provide for to add a Guarantor or a co-obligor of the issuance of PIK Interest Notes under this Indenture or to increase confirm and evidence the outstanding principal amount release, termination, discharge or retaking of any Guarantee or Lien with respect to or securing the NotesNotes when such release, in each case termination, discharge or retaking is provided for in accordance with and permitted by the limitations set forth in term of this Indenture as of Indenture, Collateral Documents and the date hereofPari Passu Intercreditor Agreement; (12) make any change as provided to add security to or for in the Intercreditor Agreement; orbenefit of the Notes; (13) provide for conversion adjustments in accordance with Article Four in connection with a Reorganization Event. In additionto conform the text of this Indenture, the Intercreditor Agreement may be amended in accordance with its terms and without the consent of any Holder, the Trustee Guarantees or the Collateral Agent with the consent of the parties thereto or otherwise in accordance with its terms; provided, however that such amendment does not affect the rights, duties, protections, indemnities, immunities or obligations of the Trustee or the Collateral Agent. The Intercreditor Agreement will also provide that in certain circumstances the Security Documents may be amended automatically without the consent of Holders of Notes, the Trustee or the Collateral Agent in connection with Notes to any amendments to corresponding security documents creating Prior Liens; provided, however that such amendment does not affect the rights, duties, protections, indemnities, immunities or obligations of the Trustee or the Collateral Agent. (b) Upon the request of the Company, and upon receipt by the Trustee or Collateral Agent, as applicable, of the documents described in Section 16.04 and Section 12.06, the Trustee or Collateral Agent shall join with the Company and each Subsidiary Guarantor in the execution of any amendment or supplement authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee and the Collateral Agent shall not be obligated to enter into such amendment or supplement that affects its own rights, duties, protections, obligations, indemnities or immunities under this Indenture or otherwise.provision of

Without Consent of Holders of Notes. (a) Notwithstanding Section 12.02, the Company, any Subsidiary Guarantor and the Trustee and the Collateral Agent may modify, supplement or amend 9.02 of this Indenture, the Notes, the Security Documents Company and the Intercreditor Agreement Trustee may amend or supplement this Indenture or the Notes without the consent of any Holder of a Note to: (1) cure any ambiguity, omission, defect, mistake defect or inconsistency; (2) provide for the assumption by a successor of the obligations of the Company or any Subsidiary Guarantor under this Indenture, the Security Documents and the Intercreditor Agreement in accordance with the applicable provisions thereof; (3) provide for uncertificated Notes in addition to or in place of certificated Notes Notes; (3) provide for the assumption of the obligations of the Company and/or a Subsidiary Guarantor to Holders in the case of a merger, consolidation, or amalgamation or sale of all or substantially all of the assets of the Company and/or a Subsidiary Guarantor; provided, however however, that the uncertificated Notes are issued Company or such successor shall deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such amalgamation, merger, consolidation, conveyance or transfer complies with this covenant and that all conditions precedent contained in registered form for purposes of Section 163(f) of the Code)this Indenture relating to such transaction have been complied with; (4) add guarantors make any change that would provide any additional rights or Collateral with respect benefits to the Notes, including Subsidiary Guarantors, or release a Subsidiary Guarantor from its Subsidiary Guarantee and terminate such Subsidiary Guarantee or terminate a Lien securing the Notes; provided, however that the release and termination is in accordance with the applicable provisions of this Indenture; (5) secure the Notes or Subsidiary Guarantees; (6) add to the covenants of the Company or a Subsidiary Guarantor for the benefit of the Holders or surrender any right or power conferred upon the Company or a Subsidiary Guarantor; (7) make any change that does not adversely affect the legal rights under this Indenture of any such Holder; (8) comply 5) add additional guarantees with any requirement of respect to the Commission in connection with the qualification of this Indenture under the TIA; (9) provide for the succession of a successor Trustee; provided, however that the successor Trustee is otherwise qualified and eligible to act as such under this Indenture; (10) make, complete or confirm any grant of Collateral permitted or required by this Indenture or any of the Security Documents; (11) provide for the issuance of PIK Interest Notes or to increase the outstanding principal amount of the Notes, in each case in accordance with the limitations set forth in this Indenture as of the date hereof; (12) make any change release Subsidiary Guarantors from Subsidiary Guarantees as provided for in the Intercreditor Agreement; or (13) provide for conversion adjustments in accordance with Article Four in connection with a Reorganization Event. In addition, the Intercreditor Agreement may be amended in accordance with its terms and without the consent of any Holder, the Trustee or the Collateral Agent with the consent of the parties thereto or otherwise in accordance with its terms; provided, however that such amendment does not affect the rights, duties, protections, indemnities, immunities or obligations of the Trustee or the Collateral Agent. The Intercreditor Agreement will also provide that in certain circumstances the Security Documents may be amended automatically without the consent of Holders of Notes, the Trustee or the Collateral Agent in connection with any amendments to corresponding security documents creating Prior Liens; provided, however that such amendment does not affect the rights, duties, protections, indemnities, immunities or obligations of the Trustee or the Collateral Agent. (b) Upon the request of the Company, and upon receipt by the Trustee or Collateral Agent, as applicable, of the documents described in Section 16.04 and Section 12.06, the Trustee or Collateral Agent shall join with the Company and each Subsidiary Guarantor in the execution of any amendment or supplement authorized or permitted by the terms of this Indenture and Indenture; (6) provide for the issuance of Additional Notes in accordance with this Indenture; (7) to make any further appropriate agreements and stipulations that may be therein contained, but conform the Trustee and the Collateral Agent shall not be obligated to enter into such amendment or supplement that affects its own rights, duties, protections, obligations, indemnities or immunities under text of this Indenture or otherwisethe Notes to any provision of the “Description of Notes” section of the Final Offering Memorandum for the Notes, dated September 10, 2015, 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 or the Notes, as set forth in an Officer’s Certificate.

Without Consent of Holders of Notes. (a) Notwithstanding Section 12.02Without the consent of any Holders, the Company, any when authorized by a Board Resolution, each of the Subsidiary Guarantor Guarantors, when authorized by a Board Resolution, and the Trustee upon Company Request, at any time and from time to time, may amend or supplement any of the Collateral Agent may modifyConvertible Note Documents in the following circumstances, supplement or amend this Indenturein form satisfactory to the Trustee, for any of the Notes, the Security Documents and the Intercreditor Agreement without the consent of any Holder of a Note tofollowing purposes: (1a) to evidence the succession of another Person to the Company and the assumption by any such successor of the covenants of the Company contained in the Amended Indenture and in the Notes; (b) to add to the covenants of the Company for the benefit of the Holders or to surrender any right or power herein conferred upon the Company; (c) to alter the provisions of Article 2 hereof or the Restricted Notes Legend relating to the form of the Notes (including any related definitions) in a manner that does not materially adversely affect the legal rights of any Holder; (d) to cure any ambiguity, omissionto correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, defector to make any other provisions with respect to matters or questions arising under this Amended Indenture, mistake or inconsistencyprovided that such action shall not adversely affect the legal rights of any Holder; (2e) provide for to add any Restricted Subsidiary as an additional Subsidiary Guarantor as provided in Section 4.13(a) hereof or to evidence the succession of another Person to any Subsidiary Guarantor pursuant to Section 10.02(b) hereof and the assumption by a any such successor of the obligations covenants and agreements of the Company or any such Subsidiary Guarantor under this Indenturecontained herein, in the Security Documents Notes and in the Intercreditor Agreement in accordance with the applicable provisions thereofSubsidiary Guarantee of such Subsidiary Guarantor; (3f) to release a Subsidiary Guarantor from its Subsidiary Guarantee pursuant to Section 10.03 hereof; (g) to provide for uncertificated Notes in addition to or in place of certificated Notes (provided, however that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code)Notes; (4h) add guarantors or Collateral with respect to the Notes, including Subsidiary Guarantors, or release a Subsidiary Guarantor from its Subsidiary Guarantee and terminate such Subsidiary Guarantee or terminate a Lien securing the Notes; provided, however that the release and termination is in accordance with the applicable provisions of this Indenture; (5) secure the Notes or Subsidiary Guarantees; (6) add to the covenants of the Company or a Subsidiary Guarantor for the benefit of the Holders or surrender any right or power conferred upon the Company or a Subsidiary Guarantor; (7) make any change that does not adversely affect the rights of any Holder; (8) comply with any requirement of the Commission in connection with the qualification of this Indenture under the TIA; (9) provide for the succession of a successor Trustee; provided, however that the successor Trustee is otherwise qualified and eligible to act as such under this Indenture; (10) make, complete or confirm any grant of Collateral permitted or required by this Amended Indenture or any of the Security Convertible Note Documents; (11i) provide for the issuance of PIK Interest Notes to add any additional Collateral or to increase evidence the outstanding principal amount release of the Notesany Liens, in each case in accordance with the limitations set forth as provided in this Amended Indenture as of the date hereof; (12) make any change as provided for in the Intercreditor Agreement; or (13) provide for conversion adjustments in accordance with Article Four in connection with a Reorganization Event. In addition, the Intercreditor Agreement may be amended in accordance with its terms and without the consent of any Holder, the Trustee or the Collateral Agent with the consent of the parties thereto or otherwise in accordance with its terms; provided, however that such amendment does not affect the rights, duties, protections, indemnities, immunities or obligations of the Trustee or the Collateral Agent. The Intercreditor Agreement will also provide that in certain circumstances the Security Documents may be amended automatically without the consent of Holders of Notes, the Trustee or the Collateral Agent in connection with any amendments to corresponding security documents creating Prior Liens; provided, however that such amendment does not affect the rights, duties, protections, indemnities, immunities or obligations of the Trustee or the Collateral Agent. (b) Upon the request of the Company, and upon receipt by the Trustee or Collateral Agentother Convertible Note Documents, as applicable; and (j) with respect to the Collateral Agreements, of the documents described in Section 16.04 and Section 12.06, the Trustee or Collateral Agent shall join with the Company and each Subsidiary Guarantor as provided in the execution of any amendment or supplement authorized or permitted by the terms of this Indenture Collateral Trust and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee and the Collateral Agent shall not be obligated to enter into such amendment or supplement that affects its own rights, duties, protections, obligations, indemnities or immunities under this Indenture or otherwiseIntercreditor Agreement.

Without Consent of Holders of Notes. (a) Notwithstanding Section 12.02, the Company, any Subsidiary Guarantor and the Trustee and the Collateral Agent may modify, supplement or amend 9.02 of this Indenture, the NotesIssuers, the Security Documents Guarantors and the Intercreditor Agreement Trustee may amend or supplement this Indenture or the Notes without the consent of any Holder of a Note toNote: (1) to cure any ambiguity, omission, defect, mistake defect or inconsistency; (2) provide for the assumption by a successor of the obligations of the Company or any Subsidiary Guarantor under this Indenture, the Security Documents and the Intercreditor Agreement in accordance with the applicable provisions thereof; (3) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3) to provide for the assumption of an Issuer’s obligations to the Holders of Notes (provided, however that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code)pursuant to Article 5 hereof; (4) add guarantors to make any change that would provide any additional rights or Collateral with respect benefits to the Notes, including Subsidiary Guarantors, or release a Subsidiary Guarantor from its Subsidiary Guarantee and terminate such Subsidiary Guarantee or terminate a Lien securing the Notes; provided, however that the release and termination is in accordance with the applicable provisions Holders of this Indenture; (5) secure the Notes or Subsidiary Guarantees; (6) add to the covenants of the Company or a Subsidiary Guarantor for the benefit of the Holders or surrender any right or power conferred upon the Company or a Subsidiary Guarantor; (7) make any change that does not adversely affect the legal rights hereunder of any HolderHolder or to conform this Indenture to the Offering Memorandum; (5) to secure the Notes or the Subsidiary Guarantees pursuant to the requirements of Section 4.12 or otherwise; (6) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture; (7) to add any additional Guarantor with respect to the Notes or to evidence the release of any Guarantor from its Subsidiary Guarantee, in each case, in accordance with Article 10 hereof; (8) to comply with any requirement requirements of the Commission SEC in connection with order to effect or maintain the qualification of this Indenture under the TIA; (9) to evidence or provide for the succession acceptance of appointment under this Indenture of a successor Trustee; provided, however that the successor Trustee is otherwise qualified and eligible to act as such under this Indenture;or (10) make, complete or confirm any grant of Collateral permitted or required by this Indenture or any of the Security Documents; (11) to provide for the issuance of PIK Interest Notes or to increase the outstanding principal amount reorganization of the Notes, in each case Company as any other form of entity in accordance with the limitations set forth in this Indenture as of the date hereof; (12) make any change as provided for in the Intercreditor Agreement; or (13) provide for conversion adjustments in accordance with Article Four in connection with a Reorganization EventSection 5.01. In addition, the Intercreditor Agreement may be amended in accordance with its terms and without the consent of any Holder, the Trustee or the Collateral Agent with the consent of the parties thereto or otherwise in accordance with its terms; provided, however that such amendment does not affect the rights, duties, protections, indemnities, immunities or obligations of the Trustee or the Collateral Agent. The Intercreditor Agreement will also provide that in certain circumstances the Security Documents may be amended automatically without the consent of Holders of Notes, the Trustee or the Collateral Agent in connection with any amendments to corresponding security documents creating Prior Liens; provided, however that such amendment does not affect the rights, duties, protections, indemnities, immunities or obligations of the Trustee or the Collateral Agent. (b) Upon the request of the CompanyCompany 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 or Collateral Agent, as applicable, of the documents described in Section 16.04 and Section 12.069.06 hereof, the Trustee or Collateral Agent shall join with the Company Issuers and each Subsidiary Guarantor the Guarantors in the execution of any amendment amended or supplement supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee and the Collateral Agent shall not be obligated to enter into such amendment amended or supplement supplemental Indenture that affects its own rights, duties, protections, obligations, indemnities duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. (a) Notwithstanding Section 12.02, the Company, any Subsidiary Guarantor and the Trustee and the Collateral Agent may modify, supplement or amend 9.02 of this Indenture, the Notes, the Security Documents and the Intercreditor Agreement without the consent of any Holder of a Notes, the Issuers, the Guarantors and the Trustee may amend or supplement this Indenture, the Notes or the Note Guarantees to: (1) cure any ambiguityambiguities, omission, defect, mistake defect or inconsistency; (2) provide for the assumption by of any Issuer’s or Guarantor’s obligations to Holders of Notes in the case of a successor merger or consolidation or sale of the obligations all or substantially all of the Company such Issuer’s or any Subsidiary Guarantor under this Indenture, the Security Documents and the Intercreditor Agreement Guarantor’s assets in accordance with the applicable provisions thereofrequirements of Article 5 hereof or Section 10.04 hereof, as applicable; (3) provide for uncertificated Notes in addition to or in place of certificated Notes (provided, however that the uncertificated Notes notes are issued in registered form for purposes of Section 163(f) of the Code); (4) add guarantors any Person as a Guarantor of the Notes or Collateral with respect to secure the Notes, including Subsidiary Guarantors, Notes or release a Subsidiary Guarantor from its Subsidiary Guarantee and terminate such Subsidiary Guarantee or terminate a Lien securing the Notes; provided, however that the release and termination is in accordance with the applicable provisions of this IndentureNote Guarantees; (5) secure to comply with the Notes or Subsidiary Guaranteesrules of any applicable Depositary; (6) add to the covenants of the Company or a Subsidiary Guarantor for the benefit of the Holders or surrender any right or power conferred upon the Company or a Subsidiary Guarantor; (7) make any change that does not adversely affect the rights of any Holder; (8) comply with any requirement of the Commission in connection with the qualification of this Indenture under the TIA; (9) evidence and provide for the succession acceptance of an appointment under this Indenture of a successor Trustee; provided, however provided that the successor Trustee is otherwise qualified and eligible to act as such under the terms of this Indenture; (10) make, complete or confirm any grant of Collateral permitted or required by this Indenture or any of the Security Documents; (11) provide for the issuance of PIK Interest Notes or to increase the outstanding principal amount of the Notes, in each case in accordance with the limitations set forth in this Indenture as of the date hereof; (127) make any change as provided for that would provide any additional rights or benefits to the Holders of Notes or that does not adversely affect in any material respect the Intercreditor Agreementlegal rights under this Indenture of any such Holder; or (13) provide for conversion adjustments 8) conform this Indenture or the Notes to the descriptions thereof set forth in accordance with Article Four in connection with a Reorganization Event. In addition, the Intercreditor Agreement may be amended in accordance with its terms and without “Description of Notes” section of the consent of any Holder, Offering Memorandum to the extent that the Trustee or the Collateral Agent has received an Officers’ Certificate stating that such text constitutes an unintended conflict with the consent of the parties thereto or otherwise corresponding provision in accordance with its terms; provided, however that such amendment does not affect the rights, duties, protections, indemnities, immunities or obligations of the Trustee or the Collateral Agent. The Intercreditor Agreement will also provide that in certain circumstances the Security Documents may be amended automatically without the consent of Holders “Description of Notes, the Trustee or the Collateral Agent in connection with any amendments to corresponding security documents creating Prior Liens; provided, however that such amendment does not affect the rights, duties, protections, indemnities, immunities or obligations of the Trustee or the Collateral Agent. (b) ” Upon the request of the CompanyIssuers accompanied by resolutions of each of their Boards of Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee or Collateral Agent, as applicable, of the documents described in Section 16.04 and Section 12.067.02 hereof, the Trustee or Collateral Agent shall will join with the Company Issuers and each Subsidiary Guarantor the Guarantors in the execution of any amendment amended or supplement supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee and the Collateral Agent shall will not be obligated to enter into such amendment amended or supplement supplemental indenture that affects its own rights, duties, protections, obligations, indemnities liabilities or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. (a) Notwithstanding Section 12.029.02 of this Indenture, the Company, any Subsidiary Guarantor the Guarantors and the Trustee and the Collateral Agent may modify, amend or supplement or amend this Indenture, the Notes, Subsidiary Guarantees or the Security Documents and the Intercreditor Agreement Notes without the consent of any Holder of a Note toNote: (1) to cure any ambiguity, omission, defect, mistake defect or inconsistency; (2) provide for the assumption by a successor of the obligations of the Company or any Subsidiary Guarantor under this Indenture, the Security Documents and the Intercreditor Agreement in accordance with the applicable provisions thereof; (3) to provide for uncertificated Notes in addition to or in place of certificated Notes or to alter the provisions of Article 2 hereof (provided, however including the related definitions) in a manner that does not materially adversely affect any Holder; (3) to provide for the uncertificated Notes are issued in registered form for purposes of Section 163(f) assumption of the Code)Company’s or Guarantor’s obligations to the Holders of the Notes by a successor to the Company pursuant to Article 5 or Article 11 hereof; (4) add guarantors to make any change that would provide any additional rights or Collateral with respect benefits to the Notes, including Subsidiary Guarantors, or release a Subsidiary Guarantor from its Subsidiary Guarantee and terminate such Subsidiary Guarantee or terminate a Lien securing the Notes; provided, however that the release and termination is in accordance with the applicable provisions Holders of this Indenture; (5) secure the Notes or Subsidiary Guarantees; (6) add to the covenants of the Company or a Subsidiary Guarantor for the benefit of the Holders or surrender any right or power conferred upon the Company or a Subsidiary Guarantor; (7) make any change that does not adversely affect the legal rights hereunder of any HolderHolder of the Note; (8) 5) to comply with any requirement requirements of the Commission SEC in connection with order to effect or maintain the qualification of this Indenture under the TIA; (96) provide for the succession of a successor Trustee; provided, however that the successor Trustee is otherwise qualified and eligible to act as such under this Indenture; (10) make, complete or confirm any grant of Collateral permitted or required by this Indenture or any of the Security Documents; (11) provide for the issuance of PIK Interest Additional Notes or to increase the outstanding principal amount of the Notes, in each case in accordance with the limitations set forth in this Indenture as of the date hereof; (12) make any change as provided for in the Intercreditor Agreement; or (137) provide for conversion adjustments in accordance to allow any Guarantor to execute a supplemental indenture and/or Subsidiary Guarantee with Article Four in connection with a Reorganization Eventrespect to the Notes. In addition, the Intercreditor Agreement may be amended in accordance with its terms and without the consent of any Holder, the Trustee or the Collateral Agent with the consent of the parties thereto or otherwise in accordance with its terms; provided, however that such amendment does not affect the rights, duties, protections, indemnities, immunities or obligations of the Trustee or the Collateral Agent. The Intercreditor Agreement will also provide that in certain circumstances the Security Documents may be amended automatically without the consent of Holders of Notes, the Trustee or the Collateral Agent in connection with any amendments to corresponding security documents creating Prior Liens; provided, however that such amendment does not affect the rights, duties, protections, indemnities, immunities or obligations of the Trustee or the Collateral Agent. (b) Upon the request of the CompanyCompany 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 or Collateral Agent, as applicable, of the documents described in Section 16.04 and Section 12.067.02 hereof, the Trustee or Collateral Agent shall join with the Company and each Subsidiary Guarantor the Guarantors in the execution of any amendment amended or supplement supplemental Indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee and the Collateral Agent shall not be obligated to enter into such amendment amended or supplement supplemental Indenture that affects its own rights, duties, protections, obligations, indemnities duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. (a) Notwithstanding Section 12.029.02 hereof, the Company, any the Subsidiary Guarantor Guarantors and the Trustee and may amend or supplement the Collateral Agent may modify, supplement or amend this Indenture, the Notes, the Security Note Documents and the Intercreditor Agreement without the consent of any Holder of a Note toHolder: (1) to cure any ambiguity, omission, defectmistake, mistake error, defect or inconsistency; (2) provide for the assumption by a successor of the obligations of the Company or any Subsidiary Guarantor under this Indenture, the Security Documents and the Intercreditor Agreement in accordance with the applicable provisions thereof; (3) to provide for uncertificated Notes in addition to or in place of certificated Notes Notes; (provided, however that 3) to provide for the uncertificated Notes are issued in registered form for purposes of Section 163(f) assumption of the CodeCompany’s or a Subsidiary 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 Subsidiary Guarantor’s assets pursuant to Article 5 of this Indenture (if applicable); (4) add guarantors to make any change that would provide any additional rights or Collateral with respect benefits to the Notes, including Subsidiary Guarantors, Holders or release a Subsidiary Guarantor from its Subsidiary Guarantee and terminate that does not materially adversely affect the legal rights under this Indenture of any such Subsidiary Guarantee or terminate a Lien securing the Notes; provided, however that the release and termination is in accordance with the applicable provisions of this IndentureHolder; (5) secure the Notes or Subsidiary Guarantees; (6) add to the covenants comply with requirements of the Company SEC in order to effect or a Subsidiary Guarantor for the benefit of the Holders or surrender any right or power conferred upon the Company or a Subsidiary Guarantor; (7) make any change that does not adversely affect the rights of any Holder; (8) comply with any requirement of the Commission in connection with maintain the qualification of this Indenture under the TIA; (96) to conform the text of this Indenture, the Subsidiary Guarantees or the Notes to any provision of the “Description of the Notes” section of the Offering Memorandum, to the extent that such provision in the “Description of the Notes” was intended to be a verbatim or substantially verbatim recitation of a provision of this Indenture, the Notes or the Subsidiary Guarantees, as evidenced by an Officer’s Certificate; (7) to evidence and provide for the succession acceptance and appointment under this Indenture of a successor Trustee; provided, however that Trustee pursuant to the successor Trustee is otherwise qualified and eligible to act as such under this Indenturerequirements thereof; (10) make, complete or confirm any grant of Collateral permitted or required by this Indenture or any of the Security Documents; (11) 8) to provide for the issuance of PIK Interest Additional Notes or to increase the outstanding principal amount of the Notes, in each case in accordance with the limitations set forth in this Indenture; (9) to allow any Subsidiary Guarantor to execute a supplemental indenture substantially in the form of Exhibit D hereto and/or a Subsidiary Guarantee with respect to the Notes; (10) to release any Subsidiary Guarantor from its Subsidiary Guarantee pursuant to this Indenture as when permitted or required by this Indenture; (11) to grant or provide any collateral for the benefit of the date hereofNotes and execute any documentation in connection therewith; (12) to make any change as provided for in amendment to the Intercreditor Agreementprovisions of this Indenture relating to the transfer and legending of Notes not prohibited by the Indenture, including to facilitate the issuance and administration of Notes; provided, however, that such amendment does not materially and adversely affect the rights of Holders to transfer the Notes; or (13) provide for conversion adjustments in accordance to comply with Article Four in connection with a Reorganization Event. In addition, the Intercreditor Agreement may be amended in accordance with its terms rules and without the consent procedures of any Holder, the Trustee or the Collateral Agent with the consent of the parties thereto or otherwise in accordance with its terms; provided, however that such amendment does not affect the rights, duties, protections, indemnities, immunities or obligations of the Trustee or the Collateral Agentapplicable securities depository. The Intercreditor Agreement will also provide that in certain circumstances the Security Documents may be amended automatically without the consent of Holders of Notes, the Trustee or the Collateral Agent in connection with any amendments to corresponding security documents creating Prior Liens; provided, however that such amendment does not affect the rights, duties, protections, indemnities, immunities or obligations of the Trustee or the Collateral Agent. (b) Upon the request of the 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 or Collateral Agent, as applicable, of the documents described in Section 16.04 12.02 and Section 12.06, 9.05 hereof the Trustee or Collateral Agent shall join with the Company and each the Subsidiary Guarantor Guarantors in the execution of any amendment amended or supplement supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee and the Collateral Agent shall not be obligated to enter into such amendment amended or supplement supplemental indenture that affects its own rights, duties, protections, obligations, indemnities duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. (a) Notwithstanding Section 12.029.02 of this Indenture, the Company, any Subsidiary Guarantor the Guarantors and the Trustee and the Collateral Agent may modify, amend or supplement or amend this Indenture, the Notes, Subsidiary Guarantees or the Security Documents and the Intercreditor Agreement Notes without the consent of any Holder of a Note toNote: (1) to cure any ambiguity, omission, defect, mistake defect or inconsistency; (2) provide for the assumption by a successor of the obligations of the Company or any Subsidiary Guarantor under this Indenture, the Security Documents and the Intercreditor Agreement in accordance with the applicable provisions thereof; (3) to provide for uncertificated Notes in addition to or in place of certificated Notes Notes; (provided, however that 3) to provide for the uncertificated Notes are issued in registered form for purposes of Section 163(f) assumption of the Code)Company’s or a Guarantor’s Obligations to the Holders of the Notes by a successor to the Company or a Guarantor pursuant to Article 5 or Article 10 hereof; (4) add guarantors to make any change that would provide any additional rights or Collateral with respect benefits to the Notes, including Subsidiary Guarantors, or release a Subsidiary Guarantor from its Subsidiary Guarantee and terminate such Subsidiary Guarantee or terminate a Lien securing the Notes; provided, however that the release and termination is in accordance with the applicable provisions Holders of this Indenture; (5) secure the Notes or Subsidiary Guarantees; (6) add to the covenants of the Company or a Subsidiary Guarantor for the benefit of the Holders or surrender any right or power conferred upon the Company or a Subsidiary Guarantor; (7) make any change that does not adversely affect the legal rights under this Indenture of any HolderHolder of Notes; (8) 5) to comply with any requirement requirements of the Commission in connection with order to effect or maintain the qualification of this Indenture under the TIA; (96) provide for the succession of a successor Trustee; provided, however that the successor Trustee is otherwise qualified and eligible to act as such under this Indenture; (10) make, complete or confirm any grant of Collateral permitted or required by this Indenture or any of the Security Documents; (11) provide for the issuance of PIK Interest Additional Notes or to increase the outstanding principal amount of the Notes, in each case in accordance with the limitations set forth in this Indenture as of the date hereof; (12) make any change as provided for in the Intercreditor Agreement; or (137) provide for conversion adjustments in accordance to allow any Guarantor to execute a supplemental indenture and/or a Subsidiary Guarantee with Article Four in connection with a Reorganization Eventrespect to the Notes. In addition, the Intercreditor Agreement may be amended in accordance with its terms and without the consent of any Holder, the Trustee or the Collateral Agent with the consent of the parties thereto or otherwise in accordance with its terms; provided, however that such amendment does not affect the rights, duties, protections, indemnities, immunities or obligations of the Trustee or the Collateral Agent. The Intercreditor Agreement will also provide that in certain circumstances the Security Documents may be amended automatically without the consent of Holders of Notes, the Trustee or the Collateral Agent in connection with any amendments to corresponding security documents creating Prior Liens; provided, however that such amendment does not affect the rights, duties, protections, indemnities, immunities or obligations of the Trustee or the Collateral Agent. (b) Upon the request of the CompanyCompany 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 or Collateral Agent, as applicable, of the documents described in Section 16.04 Sections 7.02(b) and Section 12.069.06 hereof, the Trustee or Collateral Agent shall will join with the Company and each Subsidiary Guarantor the Guarantors in the execution of any amendment amended or supplement supplemental Indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee and the Collateral Agent shall will not be obligated to enter into any such amendment amended or supplement supplemental Indenture that affects its own rights, duties, protections, obligations, indemnities duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. (a) Notwithstanding Section 12.02SECTION 9.2, the Company, any the Subsidiary Guarantor Guarantors and the Trustee and may amend or supplement this Indenture or the Collateral Agent may modify, supplement or amend this Indenture, the Notes, the Security Documents and the Intercreditor Agreement Notes without the consent of any Holder of a Note toNote: (1i) to cure any ambiguity, omission, defect, mistake defect or inconsistency; (2ii) provide for the assumption by a successor of the obligations of the Company or any Subsidiary Guarantor under this Indenture, the Security Documents and the Intercreditor Agreement in accordance with the applicable provisions thereof; (3) to provide for uncertificated Notes in addition to or in place of certificated Notes Notes; (provided, however that iii) to provide for the uncertificated Notes are issued in registered form for purposes of Section 163(f) assumption of the CodeCompany's obligations to the Holders of the Notes pursuant to ARTICLE 5 or SECTION 10.4(b); (4iv) add guarantors to secure the Notes; (v) to make any change that would provide any additional rights or Collateral with respect benefits to the Notes, including Holders of the Notes or that does not adversely affect the legal rights under this Indenture of any such Holder; (vi) to add any Restricted Subsidiary Guarantors, as an additional Subsidiary Guarantor as provided in SECTION 10.2 or to evidence the succession of another Person to any Subsidiary Guarantor pursuant to SECTION 10.4 and the assumption by any such successor of the covenants and agreements of such Subsidiary Guarantor contained herein and in the Subsidiary Guarantee of such Subsidiary Guarantor; (vii) to release a Subsidiary Guarantor from its obligations under this Indenture and its Subsidiary Guarantee and terminate such Subsidiary Guarantee or terminate a Lien securing the Notes; providedpursuant to SECTION 10.5, however that the release and termination is in accordance with the applicable provisions of this Indenture;or (5viii) secure the Notes or Subsidiary Guarantees; (6) add to the covenants of the Company or a Subsidiary Guarantor for the benefit of the Holders or surrender any right or power conferred upon the Company or a Subsidiary Guarantor; (7) make any change that does not adversely affect the rights of any Holder; (8) comply with any requirement requirements of the Commission in connection with order to effect or maintain the qualification of this Indenture under the TIA; (9) provide for the succession of a successor Trustee; provided, however that the successor Trustee is otherwise qualified and eligible to act as such under this Indenture; (10) make, complete or confirm any grant of Collateral permitted or required by this Indenture or any of the Security Documents; (11) provide for the issuance of PIK Interest Notes or to increase the outstanding principal amount of the Notes, in each case in accordance with the limitations set forth in this Indenture as of the date hereof; (12) make any change as provided for in the Intercreditor Agreement; or (13) provide for conversion adjustments in accordance with Article Four in connection with a Reorganization Event. In addition, the Intercreditor Agreement may be amended in accordance with its terms and without the consent of any Holder, the Trustee or the Collateral Agent with the consent of the parties thereto or otherwise in accordance with its terms; provided, however that such amendment does not affect the rights, duties, protections, indemnities, immunities or obligations of the Trustee or the Collateral Agent. The Intercreditor Agreement will also provide that in certain circumstances the Security Documents may be amended automatically without the consent of Holders of Notes, the Trustee or the Collateral Agent in connection with any amendments to corresponding security documents creating Prior Liens; provided, however that such amendment does not affect the rights, duties, protections, indemnities, immunities or obligations of the Trustee or the Collateral Agent. (b) Upon the request of the CompanyCompany accompanied by a Board Resolution of its Board of Directors authorizing the execution of any such amendment or supplemental Indenture, and upon receipt by the Trustee or Collateral Agent, as applicable, of the documents described in Section 16.04 and Section 12.06SECTION 9.6, the Trustee or Collateral Agent shall join with the Company and each the Subsidiary Guarantor Guarantors in the execution of any amendment amended or supplement supplemental Indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee and the Collateral Agent shall not be obligated to enter into such amendment amended or supplement supplemental Indenture that affects its own rights, duties, protections, obligations, indemnities duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. (a) Notwithstanding Section 12.029.02, the Company, any Subsidiary Guarantor and the Trustee and the Collateral Agent Trustee may modify, supplement or amend this Indenture, the Notes, the Security Documents and the Intercreditor Agreement without the consent of any Holder of a Note to: (1) cure any ambiguity, omission, defect, mistake or inconsistency; (2) provide for the assumption by a successor of the obligations of the Company or any Subsidiary Guarantor under this Indenture, the Security Documents and the Intercreditor Agreement in accordance with the applicable provisions thereof; (3) provide for uncertificated Notes in addition to or in place of certificated Notes (provided, however provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code); (4) add guarantors or Collateral with respect to the Notes, including Subsidiary Guarantors, or release a Subsidiary Guarantor from its Subsidiary Guarantee and terminate such Subsidiary Guarantee or terminate a Lien securing the Notes; provided, however provided that the release and termination is in accordance with the applicable provisions of this Indenture; (5) secure the Notes or Subsidiary Guarantees; (6) add to the covenants of the Company or a Subsidiary Guarantor for the benefit of the Holders or surrender any right or power conferred upon the Company or a Subsidiary Guarantor; (7) make any change that does not adversely affect the rights of any Holder; (8) comply with any requirement of the Commission in connection with the qualification of this Indenture under the TIATrust Indenture Act; (9) provide for the succession of a successor Trustee; provided, however provided that the successor Trustee is otherwise qualified and eligible to act as such under this Indenture; (10) make, complete or confirm any grant of Collateral permitted or required by this Indenture Agreement or any of the Security Documents;, including to secure Additional Pari Passu Indebtedness permitted to be Incurred hereby; or (11) provide for the issuance of PIK Interest Notes or to increase the outstanding principal amount of the Notes, in each case in accordance with the limitations set forth in this Indenture as of the date hereof; (12) make any change as provided for in the Intercreditor Agreement or Collateral Trust Agreement; or (13) provide for conversion adjustments in accordance with Article Four in connection with a Reorganization Event. In addition, the Intercreditor Agreement may be amended in accordance with its terms and without the consent of any Holder, the Trustee or the Collateral Agent Trustee with the consent of the parties thereto or otherwise in accordance with its terms; provided, however including to add additional Pari Passu Indebtedness and add Junior Lien Indebtedness and add other parties (or any authorized agent thereof or trustee therefor) holding such Indebtedness thereto and to establish that the Liens on any Collateral securing such amendment does not affect Indebtedness shall (x) in the rightscase of Pari Passu Indebtedness, dutiesrank equally with the Liens on such Collateral securing the other Pari Passu Indebtedness then outstanding and (y) in the case of Junior Lien Indebtedness, protections, indemnities, immunities or obligations of rank junior to the Trustee or Liens on such Collateral securing the Collateral AgentPari Passu Indebtedness then outstanding. The Intercreditor Agreement will also provide that in certain circumstances the Security Documents may be amended automatically without the consent of Holders of Notes, the Trustee or the Collateral Agent Trustee in connection with any amendments to corresponding security documents creating Prior Liens; provided, however that such amendment does not affect the rights, duties, protections, indemnities, immunities or obligations of the Trustee or the Collateral Agent. (b) Upon the request of the Company, and upon receipt by the Trustee or Collateral Agent, as applicable, of the documents described in Section 16.04 13.04 and Section 12.069.06, the Trustee or Collateral Agent shall join with the Company and each Subsidiary Guarantor in the execution of any amendment or supplement authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee and the Collateral Agent shall not be obligated to enter into such amendment or supplement that affects its own rights, duties, protections, obligations, indemnities duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. (a) Notwithstanding Section 12.02, the Company, any Subsidiary Guarantor and the Trustee and the Collateral Agent may modify, supplement or amend 9.02 of this Indenture, the NotesIssuer, the Security Documents Subsidiary Guarantors and the Intercreditor Agreement Trustee may amend or supplement this Indenture, the Notes and the Subsidiary Guarantees without the consent of any Holder of a Note to: (1a) cure any ambiguity, omission, defect, mistake defect or inconsistency; (2b) provide for the assumption by a successor Surviving Person of the obligations of the Company or any Subsidiary Guarantor Issuer under this Indenture, the Security Documents and the Intercreditor Agreement in accordance with the applicable provisions thereof; (3c) evidence the assumption by a Surviving Person of the obligations of the Issuer to any such Holder and covenants for the protection of any such Holder; (d) provide for uncertificated Notes in addition to or in place of certificated Notes (provided, however that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code)Notes; (4e) add guarantors or Collateral provide for any Subsidiary Guarantee with respect to the Notes, including Subsidiary Guarantors, Notes or to release a Subsidiary Guarantor from its any Subsidiary Guarantee and terminate such Subsidiary Guarantee of the Notes as provided or terminate a Lien securing the Notes; provided, however that the release and termination is in accordance with the applicable provisions of permitted under this Indenture; (5) secure the Notes or Subsidiary Guarantees; (6) add to the covenants of the Company or a Subsidiary Guarantor for the benefit of the Holders or surrender any right or power conferred upon the Company or a Subsidiary Guarantor; (7f) make any change that does not adversely affect the rights of any Holder; (8) g) provide for the issuance of Additional Notes in accordance with this Indenture; (h) comply with any requirement of the Commission in connection with the qualification of this Indenture under the TIATIA or other applicable trust indenture legislation; (9i) provide add to the covenants of the Issuer for the succession benefit of a successor Trustee; provided, however that the successor Trustee is otherwise qualified and eligible Holders or to act as such under surrender any right or power conferred in this IndentureIndenture upon the Issuer; (10j) make, complete modify or confirm amend this Indenture to permit the qualification of indenture supplements hereto; and (k) conform any grant provision of Collateral permitted or required by this Indenture or any the Notes to the provisions under the caption “Description of the Security Documents; (11) provide for the issuance of PIK Interest Notes or to increase the outstanding principal amount of the Notes, in each case in accordance with the limitations set forth in this Indenture as of the date hereof; (12) make any change as provided for ” in the Intercreditor Agreement; or (13) provide for conversion adjustments in accordance with Article Four in connection with a Reorganization Event. In addition, the Intercreditor Agreement may be amended in accordance with its terms and without the consent of any Holder, the Trustee or the Collateral Agent with the consent of the parties thereto or otherwise in accordance with its terms; provided, however that such amendment does not affect the rights, duties, protections, indemnities, immunities or obligations of the Trustee or the Collateral Agent. The Intercreditor Agreement will also provide that in certain circumstances the Security Documents may be amended automatically without the consent of Holders of Notes, the Trustee or the Collateral Agent in connection with any amendments to corresponding security documents creating Prior Liens; provided, however that such amendment does not affect the rights, duties, protections, indemnities, immunities or obligations of the Trustee or the Collateral AgentOffering Memorandum. (b) Upon the request of the Company, and upon receipt by the Trustee or Collateral Agent, as applicable, of the documents described in Section 16.04 and Section 12.06, the Trustee or Collateral Agent shall join with the Company and each Subsidiary Guarantor in the execution of any amendment or supplement authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee and the Collateral Agent shall not be obligated to enter into such amendment or supplement that affects its own rights, duties, protections, obligations, indemnities or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. (a) Notwithstanding Section 12.02, the Company, any Subsidiary Guarantor and the Trustee and the Collateral Agent may modify, supplement or amend 9.02 of this Indenture, the NotesIssuers, the Security Documents Guarantors and the Intercreditor Agreement Trustee may amend or supplement this Indenture or the Notes or the Guarantees without the consent of any Holder of a Note toNote: (1) to cure any ambiguity, omission, defect, mistake defect or inconsistency; (2) provide for the assumption by a successor of the obligations of the Company or any Subsidiary Guarantor under this Indenture, the Security Documents and the Intercreditor Agreement in accordance with the applicable provisions thereof; (3) to provide for uncertificated Notes in addition to or in place of certificated Notes (provided, however 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 provide for the assumption by a Successor Company of the obligations of the Company under this Indenture and the Notes; (4) add guarantors or Collateral with respect to provide for the Notes, including Subsidiary Guarantors, or release assumption by a Successor Guarantor of the obligations of a Subsidiary Guarantor from under this Indenture and its Subsidiary Guarantee and terminate such Subsidiary Guarantee or terminate a Lien securing the Notes; provided, however that the release and termination is in accordance with the applicable provisions of this IndentureGuarantee; (5) secure to make any change that would provide any additional rights or benefits to the Holders of the Notes or Subsidiary Guarantees; (6) add to the covenants of the Company or a Subsidiary Guarantor for the benefit of the Holders or surrender any right or power conferred upon the Company or a Subsidiary Guarantor; (7) make any change that does not adversely affect the legal rights hereunder of any Holder; (8) 6) to comply with any requirement of the Commission SEC in connection with the qualification of this Indenture under the TIA; (7) to add Guarantees with respect to the Notes; (8) to secure the Notes; (9) provide to add to the covenants of the Issuers for the succession benefit of a successor Trusteethe Holders or to surrender any right or power conferred upon the Issuers; provided, however that the successor Trustee is otherwise qualified and eligible to act as such under this Indenture;or (10) make, complete or confirm to effect any grant provision of Collateral permitted or required by this Indenture or any of the Security Documents; (11) to make certain changes to this Indenture to provide for the issuance of PIK Interest Additional Notes or (subject to increase the outstanding principal amount of the Notes, in each case in accordance compliance with the limitations covenants set forth in this Indenture as of the date hereof; (12) make any change as provided for in the Intercreditor Agreement; or (13) provide for conversion adjustments in accordance with Article Four in connection with a Reorganization EventIndenture). In addition, the Intercreditor Agreement may be amended in accordance with its terms and without the consent of any Holder, the Trustee or the Collateral Agent with the consent of the parties thereto or otherwise in accordance with its terms; provided, however that such amendment does not affect the rights, duties, protections, indemnities, immunities or obligations of the Trustee or the Collateral Agent. The Intercreditor Agreement will also provide that in certain circumstances the Security Documents may be amended automatically without the consent of Holders of Notes, the Trustee or the Collateral Agent in connection with any amendments to corresponding security documents creating Prior Liens; provided, however that such amendment does not affect the rights, duties, protections, indemnities, immunities or obligations of the Trustee or the Collateral Agent. (b) Upon the request of the CompanyIssuers 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 or Collateral Agent, as applicable, of the documents described in Section 16.04 and Section 12.067.02 hereof, the Trustee or Collateral Agent shall will join with the Company Issuers and each Subsidiary Guarantor the Guarantors in the execution of any amendment amended or supplement supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee and the Collateral Agent shall will not be obligated to enter into such amendment amended or supplement supplemental indenture that affects its own rights, duties, protections, obligations, indemnities duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. (a) Notwithstanding Section 12.029.2 of this Indenture, the Company, any the Subsidiary Guarantor Guarantors and the Trustee and may amend or supplement this Indenture or the Collateral Agent may modify, supplement or amend this Indenture, the Notes, the Security Documents and the Intercreditor Agreement Notes without the consent of any Holder of a Note toNote: (1i) to cure any ambiguity, omission, defect, mistake defect or inconsistency; (2ii) provide for the assumption by a successor of the obligations of the Company or any Subsidiary Guarantor under this Indenture, the Security Documents and the Intercreditor Agreement in accordance with the applicable provisions thereof; (3) to provide for uncertificated Notes in addition to or in place of certificated Notes (provided, however that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code)Notes; (4iii) add guarantors or Collateral with respect to provide for the assumption of the Company's obligations to the Notes, including Holders of the Notes pursuant to Article 5 or Section 10.4(b) hereof; (iv) to secure the Notes pursuant to the requirements of Section 4.12 or otherwise; (v) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under this Indenture of any such Holder; (vi) to add any Restricted Subsidiary Guarantors, as an additional Subsidiary Guarantor as provided in Section 10.2 hereof or to evidence the succession of another Person to any Subsidiary Guarantor pursuant to Section 10.4 hereof and the assumption by any such successor of the covenants and agreements of such Subsidiary Guarantor contained herein and in the Subsidiary Guarantee of such Subsidiary Guarantor; (vii) to release a Subsidiary Guarantor from its obligations under this Indenture and its Subsidiary Guarantee and terminate such Subsidiary Guarantee or terminate a Lien securing the Notes; providedpursuant to Section 10.5 hereof, however that the release and termination is in accordance with the applicable provisions of this Indenture;or (5viii) secure the Notes or Subsidiary Guarantees; (6) add to the covenants of the Company or a Subsidiary Guarantor for the benefit of the Holders or surrender any right or power conferred upon the Company or a Subsidiary Guarantor; (7) make any change that does not adversely affect the rights of any Holder; (8) comply with any requirement requirements of the Commission in connection with order to effect or maintain the qualification of this Indenture under the TIA; (9) provide for the succession of a successor Trustee; provided, however that the successor Trustee is otherwise qualified and eligible to act as such under this Indenture; (10) make, complete or confirm any grant of Collateral permitted or required by this Indenture or any of the Security Documents; (11) provide for the issuance of PIK Interest Notes or to increase the outstanding principal amount of the Notes, in each case in accordance with the limitations set forth in this Indenture as of the date hereof; (12) make any change as provided for in the Intercreditor Agreement; or (13) provide for conversion adjustments in accordance with Article Four in connection with a Reorganization Event. In addition, the Intercreditor Agreement may be amended in accordance with its terms and without the consent of any Holder, the Trustee or the Collateral Agent with the consent of the parties thereto or otherwise in accordance with its terms; provided, however that such amendment does not affect the rights, duties, protections, indemnities, immunities or obligations of the Trustee or the Collateral Agent. The Intercreditor Agreement will also provide that in certain circumstances the Security Documents may be amended automatically without the consent of Holders of Notes, the Trustee or the Collateral Agent in connection with any amendments to corresponding security documents creating Prior Liens; provided, however that such amendment does not affect the rights, duties, protections, indemnities, immunities or obligations of the Trustee or the Collateral Agent. (b) Upon the request of the CompanyCompany 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 or Collateral Agent, as applicable, of the documents described in Section 16.04 and Section 12.069.6 hereof, the Trustee or Collateral Agent shall join with the Company and each the Subsidiary Guarantor Guarantors in the execution of any amendment amended or supplement supplemental Indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee and the Collateral Agent shall not be obligated to enter into such amendment amended or supplement supplemental Indenture that affects its own rights, duties, protections, obligations, indemnities duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. (a) Notwithstanding Section 12.02, the Company, any Subsidiary Guarantor and the Trustee and the Collateral Agent may modify, supplement or amend 9.02 of this Indenture, the NotesIssuers and the Guarantors and the Trustee may amend or supplement this Indenture, the Security Documents and Guarantees or the Intercreditor Agreement Notes without the consent of any Holder of a Note to: (1a) cure any ambiguity, omission, defect, mistake or inconsistency; (2b) provide for the assumption by a successor corporation of the obligations of the Company Issuers or any Subsidiary Guarantor under this Indenture, the Security Documents and the Intercreditor Agreement in accordance with the applicable provisions thereof; (3c) provide for uncertificated Notes in addition to or in place of certificated Notes (provided, however 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); (4d) add guarantors or Collateral Guarantees with respect to the Notes, including Subsidiary GuarantorsGuarantees, or release a Subsidiary Guarantor from its Subsidiary Guarantee and terminate such Subsidiary Guarantee or terminate a Lien securing the NotesGuarantee; provided, however however, that the release and termination is in accordance accord with the applicable provisions of this Indenture; (5e) secure the Notes or Subsidiary Guarantees; (6f) add to the covenants of the Company Issuers or a Subsidiary y Guarantor for the benefit of the Holders of the Notes or surrender any right or power conferred upon the Company Issuers or a Subsidiary Guarantor; (7g) make any change that does not adversely affect the rights of any Holder; (8) h) comply with any requirement of the Commission SEC in connection with the qualification of this Indenture under the TIA; (9i) provide for the issuance of exchange securities which shall have terms substantially identical in all respects to the Notes (except that the transfer restrictions contained in the Notes shall be modified or eliminated as appropriate) and which shall be treated, together with any outstanding Notes, as a single class of securities; or (j) provide for the succession of a successor Trustee; provided, however that the successor Trustee is otherwise qualified and eligible to act as such under this Indenture; (10) make, complete or confirm any grant of Collateral permitted or required by this Indenture or any of the Security Documents; (11) provide for the issuance of PIK Interest Notes or to increase the outstanding principal amount of the Notes, in each case in accordance with the limitations set forth in this Indenture as of the date hereof; (12) make any change as provided for in the Intercreditor Agreement; or (13) provide for conversion adjustments in accordance with Article Four in connection with a Reorganization Event. In addition, the Intercreditor Agreement may be amended in accordance with its terms and without the consent of any Holder, the Trustee or the Collateral Agent with the consent of the parties thereto or otherwise in accordance with its terms; provided, however that such amendment does not affect the rights, duties, protections, indemnities, immunities or obligations of the Trustee or the Collateral Agent. The Intercreditor Agreement will also provide that in certain circumstances the Security Documents may be amended automatically without the consent of Holders of Notes, the Trustee or the Collateral Agent in connection with any amendments to corresponding security documents creating Prior Liens; provided, however that such amendment does not affect the rights, duties, protections, indemnities, immunities or obligations of the Trustee or the Collateral Agent. (b) Upon the request of the Issuers accompanied by a resolution of the Board of Directors of the Company (in the case of the Company), and of the Board of Directors of Finance Co and each of the Subsidiary Guarantors (in the case of Finance Co and the Subsidiary Guarantors), authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee or Collateral Agent, as applicable, of the documents described in Section 16.04 and 7.02(b) hereof stating that such amended or supplemental indenture complies with this Section 12.069.01, the Trustee or Collateral Agent shall join with the Company Issuers and each of the Subsidiary Guarantor Guarantors in the execution of any amendment amended or supplement supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee and the Collateral Agent shall not be obligated to enter into such amendment amended or supplement supplemental indenture that affects its own rights, duties, protections, obligations, indemnities duties or immunities under this Indenture or otherwise. It shall not be necessary for the consent of the Holders of Notes under this Section 9.01 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof.

Without Consent of Holders of Notes. (a) Notwithstanding Section 12.029.02 hereof, the Company, any Subsidiary Guarantor Guarantor, any other obligor under the Notes and the Trustee and the Collateral Agent may modify, supplement or amend this Indenture, the Notes, any Security Document or the Security Documents and the Intercreditor Subordination Agreement without the consent of any Holder of a Note toNote: (1) cure to evidence the succession of another Person to the Company, a Guarantor, or any ambiguityother obligor under the Notes, omissionand the assumption by any such successor of the covenants of the Company, defectsuch Guarantor or such obligor in this Indenture and in the Notes, mistake or inconsistencyany Guarantee and the Security Documents in accordance with Section 5.01 hereof; (2) provide for the assumption by a successor of the obligations of the Company or any Subsidiary Guarantor under this Indenture, the Security Documents and the Intercreditor Agreement in accordance with the applicable provisions thereof; (3) provide for uncertificated Notes in addition to or in place of certificated Notes (provided, however that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code); (4) add guarantors or Collateral with respect to the Notes, including Subsidiary Guarantors, or release a Subsidiary Guarantor from its Subsidiary Guarantee and terminate such Subsidiary Guarantee or terminate a Lien securing the Notes; provided, however that the release and termination is in accordance with the applicable provisions of this Indenture; (5) secure the Notes or Subsidiary Guarantees; (6) add to the covenants of the Company Company, any Guarantor or a Subsidiary Guarantor any other obligor under the Notes for the benefit of the Holders of the Notes or to surrender any right or power conferred upon the Company or a Subsidiary Guarantor; (7) make any change that does not adversely affect the rights of Guarantor or any Holder; (8) comply with any requirement of the Commission in connection with the qualification of this Indenture other obligor under the TIA; (9) provide for the succession of a successor Trustee; providedNotes, however that the successor Trustee is otherwise qualified and eligible to act as such under applicable, in this Indenture; (10) make, complete the Notes, in any Guarantee or confirm any grant of Collateral permitted or required by this Indenture or in any of the Security Documents; (113) to cure any ambiguity, or to correct or supplement any provision in this Indenture, the Notes or any Guarantee which may be defective or inconsistent with any other provision in this Indenture, the Notes, any Guarantee or any Security Document; (4) to make any provision with respect to matters or questions arising under this Indenture, the Notes, any Guarantee, the Subordination Agreement or any Security Document; provided that such provisions shall not adversely affect the Holders of the Notes in any material respect; (5) to add a Guarantor or additional obligor under this Indenture or permit any Person to guarantee the Notes and/or obligations under this Indenture; (6) to release a Guarantor as provided in this Indenture; (7) to evidence and provide the acceptance of the appointment of a successor Trustee under this Indenture; (8) to mortgage, pledge, hypothecate or grant a security interest in favor of the Trustee for the benefit of the Holders of the Notes as additional security for the payment and performance of all or any portion of the Note Obligations, in any property, or assets, including any of which are required to be mortgaged, pledged or hypothecated, or in which a security interest 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; (9) to release Collateral from the Lien of this Indenture and the Security Documents when permitted or required by the Subordination Agreement, Security Documents or this Indenture; (10) to provide for the issuance of PIK Interest Additional Notes or to increase the outstanding principal amount of the Notes, in each case under this Indenture in accordance with the limitations set forth in this Indenture as of the date hereof; (12) make any change as provided for in the Intercreditor AgreementIndenture; or (1311) provide for conversion adjustments in accordance to comply with Article Four in connection with a Reorganization Event. In addition, the Intercreditor Agreement may be amended in accordance with its terms and without the consent rules of any Holder, the Trustee or the Collateral Agent with the consent of the parties thereto or otherwise in accordance with its terms; provided, however that such amendment does not affect the rights, duties, protections, indemnities, immunities or obligations of the Trustee or the Collateral Agent. The Intercreditor Agreement will also provide that in certain circumstances the Security Documents may be amended automatically without the consent of Holders of Notes, the Trustee or the Collateral Agent in connection with any amendments to corresponding security documents creating Prior Liens; provided, however that such amendment does not affect the rights, duties, protections, indemnities, immunities or obligations of the Trustee or the Collateral Agentapplicable securities depositary. (b) Upon the request of the CompanyCompany accompanied by a resolution of its Board of Directors authorizing the execution of any such amendment or supplement, and upon receipt by the Trustee or Collateral Agent, as applicable, of the documents described in Section 16.04 7.02 and Section 12.069.06 hereof, the Trustee or Collateral Agent shall join with the Company and each Subsidiary Guarantor in the execution of any such amendment or supplement authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee and the Collateral Agent shall not be obligated to enter into such amendment or supplement that affects its own rights, duties, protections, obligations, indemnities duties or immunities under this Indenture or otherwise. (c) After an amendment or supplement under this Section 9.01 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 any defect therein, shall not, however, in any way impair or affect the validity of such amendment or supplement.

Without Consent of Holders of Notes. (a) Notwithstanding Section 12.02, the Company, any Subsidiary Guarantor and the Trustee and the Collateral Agent may modify, supplement or amend 9.02 of this Indenture, the NotesIssuers, the Security Documents Guarantors and the Intercreditor Agreement Trustee may amend or supplement this Indenture or the Notes without the consent of any Holder of a Note toNote: (1a) to cure any ambiguity, omission, defect, mistake defect or inconsistency; (2b) provide for the assumption by a successor of the obligations of the Company or any Subsidiary Guarantor under this Indenture, the Security Documents and the Intercreditor Agreement in accordance with the applicable provisions thereof; (3) to provide for uncertificated Notes in addition to or in place of Notes in registered, certificated Notes (provided, however that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code)form; (4c) add guarantors or Collateral with respect to provide for the assumption of an Issuer’s obligations to the Notes, including Subsidiary Guarantors, or release a Subsidiary Guarantor from its Subsidiary Guarantee and terminate such Subsidiary Guarantee or terminate a Lien securing the Notes; provided, however that the release and termination is in accordance with the applicable provisions Holders of this IndentureNotes pursuant to Article 5 hereof; (5d) secure to make any change that would provide any additional rights or benefits to the Holders of the Notes or Subsidiary Guarantees; (6) add to the covenants of the Company or a Subsidiary Guarantor for the benefit of the Holders or surrender any right or power conferred upon the Company or a Subsidiary Guarantor; (7) make any change that does not adversely affect the legal rights hereunder of any Holder; provided that any change to conform this Indenture to the Offering Memorandum shall not be deemed to adversely affect the legal rights hereunder of any Holder: (e) to secure the Notes or the Subsidiary Guarantees pursuant to the requirements of Section 4.12 or otherwise; (8) f) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture; (g) to add any additional Guarantor with respect to the Notes or to evidence the release of any Guarantor from its Subsidiary Guarantee in accordance with Article 10 hereof; (h) to comply with any requirement requirements of the Commission SEC in connection with order to effect or maintain the qualification of this Indenture under the TIA; (9i) to provide for the succession reorganization of the Company as any other form of entity in accordance with the second paragraph of Section 5.01 hereof; or (j) to evidence or provide for the acceptance of appointment under this Indenture of a successor Trustee; provided, however that the successor Trustee is otherwise qualified and eligible to act as such under this Indenture; (10) make, complete or confirm any grant of Collateral permitted or required by this Indenture or any of the Security Documents; (11) provide for the issuance of PIK Interest Notes or to increase the outstanding principal amount of the Notes, in each case in accordance with the limitations set forth in this Indenture as of the date hereof; (12) make any change as provided for in the Intercreditor Agreement; or (13) provide for conversion adjustments in accordance with Article Four in connection with a Reorganization Event. In addition, the Intercreditor Agreement may be amended in accordance with its terms and without the consent of any Holder, the Trustee or the Collateral Agent with the consent of the parties thereto or otherwise in accordance with its terms; provided, however that such amendment does not affect the rights, duties, protections, indemnities, immunities or obligations of the Trustee or the Collateral Agent. The Intercreditor Agreement will also provide that in certain circumstances the Security Documents may be amended automatically without the consent of Holders of Notes, the Trustee or the Collateral Agent in connection with any amendments to corresponding security documents creating Prior Liens; provided, however that such amendment does not affect the rights, duties, protections, indemnities, immunities or obligations of the Trustee or the Collateral Agent. (b) Upon the request of the Company, and upon receipt by the Trustee or Collateral Agent, as applicable, of the documents described in Section 16.04 and Section 12.069.06 hereof, the Trustee or Collateral Agent shall join with the Company Issuers and each Subsidiary Guarantor the Guarantors in the execution of any amendment amended or supplement supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee and the Collateral Agent shall not be obligated to enter into such amendment amended or supplement supplemental indenture that affects its own rights, duties, protections, obligations, indemnities duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. (a) Notwithstanding Section 12.02, the Company, any Subsidiary Guarantor and the Trustee and the Collateral Agent may modify, supplement or amend 9.02 of this Indenture, the Notes, the Security Documents and the Intercreditor Agreement without the consent of any Holder of a Note toNotes, the Issuers, the Parent, the Subsidiary Guarantors and the Trustee may amend or supplement this Indenture or the Notes: (1) to cure any ambiguity, omission, defect, mistake defect or inconsistency; (2) provide for the assumption by a successor of the obligations of the Company or any Subsidiary Guarantor under this Indenture, the Security Documents and the Intercreditor Agreement in accordance with the applicable provisions thereof; (3) to provide for uncertificated Notes in addition to or in place of certificated Definitive Notes; (3) to provide for the assumption of an Issuer’s or a Guarantor’s obligations to Holders of Notes (providedin the case of a merger or consolidation or sale, however that the uncertificated Notes are issued in registered form for purposes assignment, transfer, lease, conveyance or other disposition of Section 163(f) all or substantially all of the Code)such Issuer’s or Guarantor’s properties or assets; (4) add guarantors or Collateral with respect to the Notes, including Subsidiary Guarantors, or release a Subsidiary Guarantor from its Subsidiary Guarantee and terminate such Subsidiary Guarantee or terminate a Lien securing the Notes; provided, however that the release and termination is in accordance with the applicable provisions of this Indenture; (5) secure the Notes or Subsidiary Guarantees; (6) add to the covenants of the Company or a Subsidiary Guarantor for the benefit of the Holders or surrender any right or power conferred upon the Company or a Subsidiary Guarantor; (7) 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 such Holder; provided that any change to conform this Indenture or the Notes to the Offering Memorandum will not be deemed to adversely affect such legal rights; (8) comply with any requirement 5) to secure the Notes or the Note Guarantees pursuant to the requirements of the Commission in connection with the qualification of this Indenture under the TIASection 4.12 or otherwise; (96) provide for the succession of a successor Trustee; provided, however that the successor Trustee is otherwise qualified and eligible to act as such under this Indenture; (10) make, complete or confirm any grant of Collateral permitted or required by this Indenture or any of the Security Documents; (11) provide for the issuance of PIK Interest Additional Notes or to increase the outstanding principal amount of the Notes, in each case in accordance with the limitations set forth in this Indenture as of the date hereofIndenture; (127) make to add any change additional Guarantor or to evidence the release of any Guarantor from its Note Guarantee, in each case as provided for in this Indenture; (8) to comply with requirements of the Intercreditor AgreementCommission in order to effect or maintain the qualification of this Indenture under the TIA; or (139) to evidence or provide for conversion adjustments in accordance with Article Four in connection with the acceptance of appointment under this Indenture of a Reorganization Eventsuccessor Trustee. In addition, the Intercreditor Agreement may be amended in accordance with its terms and without the consent of any Holder, the Trustee or the Collateral Agent with the consent of the parties thereto or otherwise in accordance with its terms; provided, however that such amendment does not affect the rights, duties, protections, indemnities, immunities or obligations of the Trustee or the Collateral Agent. The Intercreditor Agreement will also provide that in certain circumstances the Security Documents may be amended automatically without the consent of Holders of Notes, the Trustee or the Collateral Agent in connection with any amendments to corresponding security documents creating Prior Liens; provided, however that such amendment does not affect the rights, duties, protections, indemnities, immunities or obligations of the Trustee or the Collateral Agent. (b) Upon the request of the Company, and upon receipt by the Trustee or Collateral Agent, as applicable, of the documents described in Section 16.04 and Section 12.069.06 hereof, the Trustee or Collateral Agent shall will join with the Company Issuers, the Parent and each the Subsidiary Guarantor Guarantors in the execution of any amendment amended or supplement supplemental indenture authorized or permitted by the terms of this Indenture Section 9.01 and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee and the Collateral Agent shall will not be obligated to enter into such amendment amended or supplement supplemental indenture that affects its own rights, duties, protections, obligations, indemnities duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. (a) Notwithstanding Section 12.029.02, the Company, the Issuer, any Subsidiary Guarantor and the Trustee and the Collateral Agent may modify, amend or supplement or amend this Indenture, the Notes, Note Guarantees or the Security Documents and the Intercreditor Agreement Notes without the consent of any Holder of a Note to: (1) cure any ambiguity, omission, defect, mistake defect or inconsistency; (2) provide for the assumption by a successor entity of the obligations of the Company Company, the Issuer or any a Subsidiary Guarantor under this Indenture, the Security Documents and the Intercreditor Agreement in accordance with the applicable provisions thereof; (3) provide for uncertificated Notes in addition to or in place of certificated Notes (provided, however however, that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the CodeInternal Revenue Code of 1986, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Internal Revenue Code of 1986); (4) add guarantors or Collateral with respect to provide for any Guarantees of the Notes, including Subsidiary Guarantorsto secure the Notes or to confirm and evidence the release, termination or release discharge of any Guarantee of a Subsidiary Guarantor from its Subsidiary Guarantee and terminate such Subsidiary Guarantee or terminate a Lien securing the Notes; providedNotes when such release, however that the release and termination or discharge is in accordance with the applicable provisions of permitted under this Indenture; (5) secure the Notes or Subsidiary Guarantees; (6) add to the covenants of the Company or a any Restricted Subsidiary Guarantor for the benefit of the Holders or to surrender any right or power conferred upon the Company or a Subsidiary Guarantorany Restricted Subsidiary; (76) make any change that does not adversely affect the rights of any HolderHolder in any material respect; (7) make any amendment to the provisions of this Indenture relating to the form, authentication, 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 affect the rights of Holders to transfer Notes; (8) comply with any requirement of the Commission in connection with the qualification of this Indenture under the TIA (if the Issuer elects to qualify this Indenture under the TIA); (9) provide convey, transfer, assign, mortgage or pledge as security for the succession of a successor Trustee; provided, however that the successor Trustee is otherwise qualified and eligible to act as such under this IndentureNotes any property or assets in accordance with Section 4.13; (10) make, complete or confirm any grant to evidence and provide for the acceptance of Collateral permitted or required an appointment hereunder by this Indenture or any of the Security Documents;a successor Trustee; or (11) provide for to conform to the issuance of PIK Interest Notes or to increase the outstanding principal amount “Description of the Notes” in the Offering Memorandum, in each case in accordance with the limitations as set forth in this Indenture as of an Officer’s Certificate delivered to the date hereof; (12) make any change as provided for in the Intercreditor Agreement; or (13) provide for conversion adjustments in accordance with Article Four in connection with a Reorganization EventTrustee. In addition, the Intercreditor Agreement may be amended in accordance with its terms and without the consent of any Holder, the Trustee or the Collateral Agent with the consent of the parties thereto or otherwise in accordance with its terms; provided, however that such amendment does not affect the rights, duties, protections, indemnities, immunities or obligations of the Trustee or the Collateral Agent. The Intercreditor Agreement will also provide that in certain circumstances the Security Documents may be amended automatically without the consent of Holders of Notes, the Trustee or the Collateral Agent in connection with any amendments to corresponding security documents creating Prior Liens; provided, however that such amendment does not affect the rights, duties, protections, indemnities, immunities or obligations of the Trustee or the Collateral Agent. (b) Upon the request of the CompanyCompany 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 or Collateral Agent, as applicable, of the documents described in Section 16.04 and Section 12.067.02 hereof, the Trustee or Collateral Agent shall join with the Company Company, the Issuer and each the Subsidiary Guarantor Guarantors in the execution of any amendment amended or supplement supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee and the Collateral Agent shall not be obligated to enter into such amendment amended or supplement supplemental indenture that affects its own rights, duties, protections, obligations, indemnities duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. (a) Notwithstanding Section 12.029.02 hereof, the CompanyIssuers, any Subsidiary Guarantor and the Guarantors, the Trustee and the Collateral Agent may modify, will be authorized to amend or supplement or amend this Indenture, the Notes, the Security Documents and Intercreditor Agreement, the Intercreditor Collateral Documents, any Note Guarantees or the Registration Rights Agreement without the consent of any Holder of a Note toNote: (1) to cure any ambiguity, omission, defect, mistake defect or inconsistency; (2) provide for the assumption by a successor of the obligations of the Company or any Subsidiary Guarantor under this Indenture, the Security Documents and the Intercreditor Agreement in accordance with the applicable provisions thereof; (3) to provide for uncertificated Notes in addition to or in place of certificated Notes Notes; (provided3) to provide for the assumption of an Issuer’s or a Guarantor’s obligations under this Indenture, however that the uncertificated Notes are issued Collateral Documents, the Notes, the Intercreditor Agreement, the Parent Guarantee, the Canadian Subsidiary Guarantee, the Issuers’ Guarantee and the Note Guarantees to the Holders in registered form for purposes the case of a merger, consolidation, amalgamation or sale, transfer, conveyance, or other disposition or assignment, of all or substantially all of such Issuer’s or such Guarantor’s assets in accordance with Section 163(f) of the Code)5.01; (4) add guarantors or Collateral with respect to the Notes, including Subsidiary Guarantors, or release a Subsidiary any Guarantor from any of its Subsidiary Guarantee and terminate such obligations under its Note Guarantee, the Canadian Subsidiary Guarantee or terminate a Lien securing this Indenture (to the Notes; provided, however that the release and termination is in accordance with the applicable provisions of extent permitted by this Indenture); (5) secure to make any change that would provide any additional rights or benefits to the Notes Holders or Subsidiary Guaranteesthat does not materially adversely affect the rights under this Indenture of any such Holder; (6) add to comply with the covenants requirements of the Company SEC in order to effect or a Subsidiary Guarantor for the benefit of the Holders or surrender any right or power conferred upon the Company or a Subsidiary Guarantor; (7) make any change that does not adversely affect the rights of any Holder; (8) comply with any requirement of the Commission in connection with maintain the qualification of this Indenture under the TIA; (97) provide for to conform the succession text of this Indenture, any Collateral Document, any Note Guarantee, the Intercreditor Agreement or the Notes to any provision of the “Description of Notes” section of the Offering Memorandum to the extent that such provision in the “Description of Notes” section of the Offering Memorandum was intended to be a verbatim recitation of a successor Trustee; provided, however that the successor Trustee is otherwise qualified and eligible to act as such under provision of this Indenture, any Collateral Document, any Note Guarantee, the Intercreditor Agreement or the Notes, which intent may be evidenced by an Officer’s Certificate to that effect; (10) make, complete 8) to enter into additional or confirm any grant of supplemental Collateral permitted or required by this Indenture or any of the Security Documents; (119) to provide for the issuance of PIK Interest Additional Notes or to increase the outstanding principal amount of the Notes, in each case in accordance with the limitations set forth in this Indenture as of the date hereofof this Indenture; (10) to allow any Guarantor to execute a supplemental indenture, a supplement to the Canadian Subsidiary Guarantee and/or a Note Guarantee with respect to the Notes; (11) to release Collateral as permitted or required by the Collateral Documents or by Article 8 of this Indenture; (12) make any change as provided for in to add assets to Collateral to secure First Lien Obligations or to amend the Intercreditor AgreementCollateral Documents to secure additional First Lien Obligations to the extent such obligations are permitted under this Indenture; or (13) to evidence and provide for conversion adjustments in accordance with Article Four in connection with the appointment of a Reorganization Eventsuccessor trustee or collateral agent. In addition, the Intercreditor Agreement may be amended in accordance with its terms and without the consent of any Holder, the Trustee or the Collateral Agent with the consent of the parties thereto or otherwise in accordance with its terms; provided, however that such amendment does not affect the rights, duties, protections, indemnities, immunities or obligations of the Trustee or the Collateral Agent. The Intercreditor Agreement will also provide that in certain circumstances the Security Documents may be amended automatically without the consent of Holders of Notes, the Trustee or the Collateral Agent in connection with any amendments to corresponding security documents creating Prior Liens; provided, however that such amendment does not affect the rights, duties, protections, indemnities, immunities or obligations of the Trustee or the Collateral Agent. (b) Upon the request of the CompanyIssuers accompanied by a resolution of each Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee or Collateral Agent, as applicable, of the documents described in Section 16.04 and Section 12.069.06 hereof, the Trustee or Collateral Agent shall will join with the Company Issuers and each Subsidiary Guarantor 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 that may be therein contained, but the Trustee and the Collateral Agent shall will not be obligated to enter into such amendment amended or supplement supplemental indenture that affects its own rights, duties, protections, obligations, indemnities duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. (a) Notwithstanding Section 12.02, the Company, any Subsidiary Guarantor and the Trustee and the Collateral Agent may modify, supplement or amend 9.02 of this Indenture, the Notes, the Security Documents and the Intercreditor Agreement without the consent of any Holder of a Notes, the Company, the Guarantors and the Trustee may amend or supplement this Indenture, the Notes or the Note toGuarantees: (1) to cure any ambiguity, omission, defect, mistake defect or inconsistency; (2) provide for the assumption by a successor of the obligations of the Company or any Subsidiary Guarantor under this Indenture, the Security Documents and the Intercreditor Agreement in accordance with the applicable provisions thereof; (3) to provide for uncertificated Notes in addition to or in place of certificated Notes Notes; (provided, however that 3) to provide for the uncertificated Notes are issued in registered form for purposes of Section 163(f) assumption of the Code)Company’s or a Guarantor’s obligations to the Holders of the Notes and Note Guarantees by a successor to the Company or such Guarantor pursuant to Article 5 or Article 10 hereof; (4) add guarantors or Collateral with respect to the Notes, including Subsidiary Guarantors, or release a Subsidiary Guarantor from its Subsidiary Guarantee and terminate such Subsidiary Guarantee or terminate a Lien securing the Notes; provided, however that the release and termination is in accordance with the applicable provisions of this Indenture; (5) secure the Notes or Subsidiary Guarantees; (6) add to the covenants of the Company or a Subsidiary Guarantor for the benefit of the Holders or surrender any right or power conferred upon the Company or a Subsidiary Guarantor; (7) make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not materially adversely affect the legal rights hereunder of any Holder; (8) 5) to comply with any requirement requirements of the Commission SEC in connection with order to effect or maintain the qualification of this Indenture under the TIA; (96) provide for the succession of a successor Trustee; provided, however that the successor Trustee is otherwise qualified and eligible to act as such under this Indentureenter into additional or supplemental Security Documents; (107) to release Collateral in accordance with the terms of this Indenture and the Security Documents; (8) to make, complete or confirm any grant of Collateral permitted or required by this Indenture or any of the Security Documents or any release of Collateral that becomes effective as set forth in this Indenture or any of the Security Documents; (119) to provide for the issuance of PIK Interest additional Notes or to increase the outstanding principal amount of the Notes, in each case in accordance with the limitations set forth in this Indenture as of the date hereof; (12) make any change as provided for in the Intercreditor AgreementOctober 15, 2010; or (1310) provide for conversion adjustments in accordance to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with Article Four in connection with a Reorganization Eventrespect to the Notes. In addition, the Intercreditor Agreement may be amended in accordance with its terms and without the consent of any Holder, the Trustee or the Collateral Agent with the consent of the parties thereto or otherwise in accordance with its terms; provided, however that such amendment does not affect the rights, duties, protections, indemnities, immunities or obligations of the Trustee or the Collateral Agent. The Intercreditor Agreement will also provide that in certain circumstances the Security Documents may be amended automatically without the consent of Holders of Notes, the Trustee or the Collateral Agent in connection with any amendments to corresponding security documents creating Prior Liens; provided, however that such amendment does not affect the rights, duties, protections, indemnities, immunities or obligations of the Trustee or the Collateral Agent. (b) Upon the written request of the CompanyCompany 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 or Collateral Agent, as applicable, of the documents described in Section 16.04 and Section 12.069.06 hereof, the Trustee or Collateral Agent shall will join with the Company and each Subsidiary Guarantor the Guarantors in the execution of any amendment amended or supplement supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee and the Collateral Agent shall will not be obligated to enter into such amendment amended or supplement supplemental indenture that affects its own rights, duties, protections, obligations, indemnities duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. (a) Notwithstanding Section 12.029.02 hereof, the Company, any Subsidiary Guarantor and the Trustee and the Collateral Agent may modify, supplement or amend this Indenture, the Notes, the Security Documents and the Intercreditor Agreement without the consent of any Holder of a Note Holder, the Issuer, the Trustee and the other parties thereto, as applicable, may amend or supplement any Notes Document to: (1) cure any ambiguity, omission, defect, mistake error or inconsistency, conform any provision of this Indenture to the “Description of the Notes” as set forth in the Offering Memorandum or reduce the minimum denomination of the Notes; (2) provide for the assumption by a successor Person of the obligations of the Company Issuer or any Subsidiary Guarantor under this Indenture, the Security Documents and the Intercreditor Agreement in accordance with the applicable provisions thereofany Notes Document; (3) provide for uncertificated Notes in addition to or in place of certificated Notes (provided, however provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code); (4) add guarantors or Collateral with respect to the Notes, including Subsidiary Guarantors, or release a Subsidiary Guarantor from its Subsidiary Guarantee and terminate such Subsidiary Guarantee or terminate a Lien securing the Notes; provided, however that the release and termination is in accordance with the applicable provisions of this Indenture; (5) secure the Notes or Subsidiary Guarantees; (6) add to the covenants of the Company or a Subsidiary Guarantor for the benefit of the Holders Holders, directly or indirectly, or surrender any right or power conferred upon the Company or a Subsidiary Guarantorany Restricted Subsidiary; (75) make any change that does not adversely affect the rights of any HolderHolder in any material respect; (8) 6) at the Issuer’s election, comply with any requirement of the Commission SEC in connection with the qualification of this Indenture under the TIATrust Indenture Act, if such qualification is required; (7) make such provisions as necessary (as determined in good faith by the Issuer) for the issuance of Additional Notes; (8) to provide for any Restricted Subsidiary to provide a Note Guarantee in accordance with Sections 4.06 and 4.14, to add, directly or indirectly, Note Guarantees; to add, directly or indirectly, security to or for the benefit of the Notes; or to effectuate or confirm and evidence the release, termination, discharge or retaking of any Note Guarantee or Lien (including the Collateral and the Security Documents) or any amendment in respect thereof with respect to or securing the Notes, directly or indirectly, when such release, termination, discharge, retaking or amendment is provided for under this Indenture, the relevant Security Documents, the Intercreditor Agreement or any Additional Intercreditor Agreement; (9) to evidence and provide for the succession acceptance and appointment under this Indenture and the Intercreditor Agreement of a successor TrusteeTrustee or Security Agent pursuant to the requirements thereof or to provide for the accession by the Trustee or Security Agent to any Notes Document; provided, however that the successor Trustee is otherwise qualified and eligible to act as such under this Indenture;or (10) makein the case of the Security Documents, complete to mortgage, pledge, hypothecate or confirm grant a security interest in favor of the Security Agent for the benefit of the Holders and the Trustee, in any grant of Collateral permitted or property which is required by this Indenture to be mortgaged, pledged or hypothecated, or in which a security interest is required to be granted to the Security Agent, or to the extent necessary to grant a security interest for the benefit of any Person; provided that the granting of such security interest is not prohibited by this Indenture and Section 4.10 is complied with. In formulating its opinion on such matters, the Trustee shall be entitled to request and rely on such evidence as it deems appropriate, including an Officer’s Certificate and an Opinion of Counsel. The consent of the Security Documents; (11) provide for Holders is not necessary under this Indenture to approve the issuance particular form of PIK Interest any proposed amendment of any Notes or to increase Document. It is sufficient if such consent approves the outstanding principal amount substance of the Notes, in each case in accordance with the limitations set forth in proposed amendment. A consent to any amendment or waiver under this Indenture as by any Holder of the date hereof; (12) make any change as provided for in the Intercreditor Agreement; or (13) provide for conversion adjustments in accordance with Article Four Notes given in connection with a Reorganization Event. In addition, the Intercreditor Agreement may be amended in accordance with its terms and without the consent tender of any such Holder, the Trustee or the Collateral Agent with the consent of the parties thereto or otherwise in accordance with its terms; provided, however that such amendment does not affect the rights, duties, protections, indemnities, immunities or obligations of the Trustee or the Collateral Agent. The Intercreditor Agreement ’s Notes will also provide that in certain circumstances the Security Documents may be amended automatically without the consent of Holders of Notes, the Trustee or the Collateral Agent in connection with any amendments to corresponding security documents creating Prior Liens; provided, however that such amendment does not affect the rights, duties, protections, indemnities, immunities or obligations of the Trustee or the Collateral Agent. (b) Upon the request of the Company, and upon receipt by the Trustee or Collateral Agent, as applicable, of the documents described in Section 16.04 and Section 12.06, the Trustee or Collateral Agent shall join with the Company and each Subsidiary Guarantor in the execution of any amendment or supplement authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee and the Collateral Agent shall not be obligated to enter into rendered invalid by such amendment or supplement that affects its own rights, duties, protections, obligations, indemnities or immunities under this Indenture or otherwise.tender. 103

Without Consent of Holders of Notes. (a) Notwithstanding Section 12.02Without the consent of any Holder of Notes, the CompanyIssuers, any Subsidiary Guarantor and the Guarantors, the Trustee and the Collateral Agent may modify, amend or supplement or amend this Indenture, the NotesSecurity Documents, the Security Documents and Notes or the Intercreditor Agreement without the consent of any Holder of a Note toGuarantees: (1a) to cure any ambiguity, omissionmistake, defect, mistake defect or inconsistency; (2b) provide for the assumption by a successor of the obligations of the Company or any Subsidiary Guarantor under this Indenture, the Security Documents and the Intercreditor Agreement in accordance with the applicable provisions thereof; (3) to provide for uncertificated Notes in addition to or in place of certificated Notes (provided, however that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code)Notes; (4c) add guarantors to provide for the assumption by a Successor Company, a Co-Issuer Successor Company or Collateral with respect a successor company of a Guarantor, as applicable, of such Issuer’s or such Guarantor’s obligations under this Indenture; (d) to 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 of any Holder in any material respect; (e) to secure the Notes, ; (f) to add a Note Guarantee; (g) to conform the text of this Indenture or the Notes (including Subsidiary Guarantors, or the related Note Guarantees) to any provision of the “Description of Notes” included in the Offering Memorandum; (h) to provide for the issuance of Additional Notes in accordance with the provisions set forth in this Indenture; (i) to release a Subsidiary Guarantor from its Subsidiary Guarantee and terminate Note Guarantee; provided that such Subsidiary Guarantee or terminate a Lien securing the Notes; provided, however that the release and termination is in accordance with the applicable provisions of this Indenture; (5j) secure the Notes or Subsidiary Guarantees; (6) add to the covenants of the Company or a Subsidiary Guarantor for the benefit of the Holders or surrender any right or power conferred upon the Company or a Subsidiary Guarantor; (7) make any change that does not adversely affect the rights of any Holder; (8) comply with any requirement of the Commission in connection with the qualification of this Indenture under the TIA; (9) evidence and provide for the succession acceptance of appointment by a successor Trustee; provided, however that the trustee or a successor Trustee is otherwise qualified and eligible to act as such collateral agent under this Indenture; (10) make, complete or confirm any grant of Collateral permitted or required by this Indenture or any of the Security Documents; (11k) provide for the issuance of PIK Interest Notes or to increase the outstanding principal amount release any Lien granted in favor of the Notes, in each case in accordance with the limitations set forth in this Indenture as Holders of the date hereof; (12) make any change as provided for in Notes pursuant to Section 4.06 upon release of the Intercreditor AgreementLien securing the underlying obligation that gave rise to such Lien; or (13l) to provide for conversion adjustments the accession of any parties to the Security Documents (and other amendments that are administrative or ministerial in accordance with Article Four nature) in connection with a Reorganization Eventan incurrence of additional First-Priority Obligations permitted by this Indenture, provided that the Issuers have delivered to the Trustee an Opinion of Counsel and an Officer’s Certificate, each stating that such amendment or supplement complies with the provisions of this Section 9.01. In addition, the Intercreditor Agreement may be amended in accordance with its terms and without the consent of holders of at least 66 2/3% in principal amount of Notes then outstanding, no amendment, supplement or waiver may modify any Holder, the Trustee Security Document or the Collateral Agent provisions in this Indenture dealing with the consent of the parties thereto Collateral or otherwise in accordance with its terms; provided, however that such amendment does not affect the rights, duties, protections, indemnities, immunities or obligations of the Trustee or the Collateral Agent. The Intercreditor Agreement will also provide that in certain circumstances the Security Documents may be amended automatically without that would have the consent impact of Holders releasing all or substantially all of Notes, the Trustee or the Collateral Agent in connection with any amendments to corresponding security documents creating Prior Liens; provided, however that such amendment does not affect from the rights, duties, protections, indemnities, immunities or obligations Liens of the Trustee or the Collateral Agent. Security Documents (b) Upon the request of the Company, and upon receipt by the Trustee or Collateral Agent, except as applicable, of the documents described in Section 16.04 and Section 12.06, the Trustee or Collateral Agent shall join with the Company and each Subsidiary Guarantor in the execution of any amendment or supplement authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee and Security Documents) or change or alter the Collateral Agent shall not be obligated to enter into such amendment or supplement that affects its own rights, duties, protections, obligations, indemnities or immunities under this Indenture or otherwisepriority of the security interests in the Collateral.

Without Consent of Holders of Notes. (a) Notwithstanding Section 12.02, the Company, any Subsidiary Guarantor and the Trustee and the Collateral Agent may modify, supplement or amend 9.02 of this Indenture, the Notes, the Security Documents and the Intercreditor Agreement without the consent of any Holder of a Holder, the Company, the Guarantors and the Trustee may amend or supplement this Indenture, the Notes and the Note Guarantees or deliver any additional document or instrument to: (1) cure any ambiguity, omission, defect, mistake defect or inconsistency; (2) provide for the assumption by a successor of the obligations of the Company or any Subsidiary Guarantor under this Indenture, the Security Documents and Notes, or the Intercreditor Agreement Note Guarantees in accordance with the applicable provisions thereofSection 5.01; (3) provide for or facilitate the issuance of uncertificated Notes in addition to or in place of certificated Notes (provided, however that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code)Definitive Notes; (4) comply with the rules of any applicable Depository; (5) (A) add guarantors or Collateral Guarantors with respect to the Notes, including Subsidiary Guarantors, Notes or (B) release a Subsidiary Guarantor from its Subsidiary Guarantee and terminate such Subsidiary obligations under its Note Guarantee or terminate a Lien securing the Notes; provided, however that the release and termination is this Indenture in accordance with the applicable provisions of this Indenture; (56) secure the Notes or Subsidiary Guaranteesand the Note Guarantees in relation thereto; (67) add to the covenants of the Company or a Subsidiary Guarantor its Restricted Subsidiaries or Events of Default for the benefit of the Holders Holders, or make changes that would provide additional rights to such Holders, or surrender any right or power conferred upon the Company or a Subsidiary any Guarantor; (7) 8) make any change that does not adversely affect the legal rights under this Indenture of any Holder; (8) comply with any requirement of the Commission in connection with the qualification of this Indenture under the TIA; (9) evidence and provide for the succession acceptance of an appointment under this Indenture of a successor Trustee; provided, however provided that the such successor Trustee is otherwise qualified and eligible to act as such under the terms of this Indenture; (10) make, complete or confirm make any grant amendment to the provisions of Collateral this Indenture relating to the transfer and legending of such Notes as permitted or required by this Indenture, including, without limitation, to facilitate the issuance and administration of such Notes; provided, however, that (A) compliance with this Indenture or as so amended would not result in such Notes being transferred in violation of any applicable securities laws and regulations and (B) such amendment does not materially and adversely affect the rights of the Security Documents;Holders to transfer such Notes; or (11) provide for the issuance of PIK Interest Notes or to increase the outstanding principal amount of the Notes, in each case in accordance with the limitations set forth in this Indenture as of the date hereof; (12) make any change as provided for in to comply with or conform to any requirement of the Intercreditor Agreement; or (13) provide for conversion adjustments in accordance with Article Four in connection with a Reorganization Event. In addition, the Intercreditor Agreement may be amended in accordance with its terms and without the consent of any Holder, the Trustee Canada Business Corporations Act relating to trust indentures or the Collateral Agent with the consent of the parties thereto or otherwise in accordance with its terms; provided, however that such amendment does not affect the rights, duties, protections, indemnities, immunities or obligations of the Trustee or the Collateral Agent. The Intercreditor Agreement will also provide that in certain circumstances the Security Documents may be amended automatically without the consent of Holders of Notes, the Trustee or the Collateral Agent in connection with any amendments to corresponding security documents creating Prior Liens; provided, however that such amendment does not affect the rights, duties, protections, indemnities, immunities or obligations of the Trustee or the Collateral AgentU.S. Trust Indenture Act. (b) Upon After an amendment, supplement or waiver under this Section 9.01 becomes effective, the request Company shall send to the Holders affected thereby a written notice briefly describing the amendment, supplement or waiver. Any failure of the CompanyCompany to send such notice, and upon receipt by or any defect therein, shall not, however, in any way impair or affect the Trustee or Collateral Agent, as applicable, of the documents described in Section 16.04 and Section 12.06, the Trustee or Collateral Agent shall join with the Company and each Subsidiary Guarantor in the execution validity of any amendment such amendment, supplement or supplement authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee and the Collateral Agent shall not be obligated to enter into such amendment or supplement that affects its own rights, duties, protections, obligations, indemnities or immunities under this Indenture or otherwisewaiver.

Without Consent of Holders of Notes. (a) Notwithstanding Section 12.029.02 hereof, the CompanyIssuers, any Subsidiary Guarantor and (with respect to a Guarantee or this Indenture), the Trustee and the Collateral Second Lien Agent may modify, amend or supplement or amend this Indenture, the Notes, the Security Documents and the Intercreditor Agreement any Guarantee or Notes without the consent of any Holder of a Note toHolder: (1) to cure any ambiguity, omission, defectmistake, mistake defect or inconsistency; (2) provide for the assumption by a successor of the obligations of the Company or any Subsidiary Guarantor under this Indenture, the Security Documents and the Intercreditor Agreement in accordance with the applicable provisions thereof; (3) to provide for uncertificated Notes in addition to or in place of certificated Notes Notes; (provided, however that the uncertificated Notes are issued in registered form for purposes of Section 163(f3) of the Code)to comply with Sections 5.01 hereof; (4) add guarantors to provide for the assumption of the Issuers’ or Collateral with respect any Guarantor’s obligations to the NotesHolders; (5) to make any change or changes that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights, including Subsidiary Guarantorstaken as a whole, under this Indenture of any such Holder; (6) to release Collateral from any Lien pursuant to the Indenture and the Security Documents when permitted or release required by this Indenture or to add assets to the Collateral to the extent necessary to provide for the granting of a Subsidiary Guarantor from its Subsidiary Guarantee and terminate such Subsidiary Guarantee or terminate a Lien securing security interest for the Notesbenefit of any Person; provided, however however, that the release and termination granting of such security interest is in accordance with the applicable provisions of not prohibited under Section 4.20 hereof or otherwise under this Indenture; (57) secure to add parties to the Notes Security Documents, including Guarantors, or Subsidiary Guaranteessuccessors, including successor trustees or other representatives; (68) to make provision for pledges of any collateral to secure the Notes; (9) to add to the covenants of the Company or a Subsidiary Guarantor for the benefit of the Holders or to surrender any right or power conferred upon the Company Issuers or a Subsidiary any Guarantor; (710) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act; (11) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee or a successor Second Lien Agent thereunder pursuant to the requirements thereof; (12) to provide for the issuance of exchange notes or private exchange notes, which are identical to exchange notes except that they are not freely tradeable; (13) to provide for the issuance of Additional Notes in accordance with this Indenture; (14) to add a Guarantor under this Indenture or to release a Guarantor in accordance with the terms of this Indenture; (15) to conform the text of this Indenture, Guarantees, the Security Documents 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 verbatim recitation of a provision of this Indenture, Guarantees, the Security Documents or the Notes; (16) to make any 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 (i) compliance with this Indenture as so amended would not result in the 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 the Notes; (17) to make any other modifications to the Notes or this Indenture of a formal, minor or technical nature, or necessary to correct a manifest error, so long as such modification does not adversely affect the rights of any HolderHolders in any material respect; (8) comply with 18) to mortgage, pledge, hypothecate or grant any requirement other Lien in favor of the Commission in connection with the qualification of this Indenture under the TIA; (9) provide Second Lien Agent for the succession of a successor Trustee; provided, however that the successor Trustee is otherwise qualified and eligible to act as such under this Indenture; (10) make, complete or confirm any grant of Collateral permitted or required by this Indenture or any benefit of the Security Documents; (11) provide for Trustee on behalf of the issuance of PIK Interest Notes or to increase the outstanding principal amount Holders of the Notes, in each case in accordance with as additional security for the limitations set forth in this Indenture as payment and performance of all or any portion of the date hereof; (12) make Second Lien Obligations, in any change as provided 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 in the Intercreditor Agreement; or (13) provide for conversion adjustments in accordance with Article Four in connection with a Reorganization Event. In addition, the Intercreditor Agreement may be amended in accordance with its terms and without the consent of any Holder, the Trustee or the Collateral Agent with the consent of the parties thereto or otherwise in accordance with its terms; provided, however that such amendment does not affect the rights, duties, protections, indemnities, immunities or obligations benefit of the Trustee or the Collateral Agent. The Intercreditor Agreement will also provide that in certain circumstances Second Lien Agent pursuant to this Indenture, any of the Security Documents may be amended automatically without or otherwise; (19) to secure any Priority Lien Obligations or any Permitted Additional Pari Passu Obligations under the consent Security Documents and, if applicable, to include the same in the Intercreditor Agreements; (20) to enter into any intercreditor arrangements with respect to Indebtedness secured by junior Liens on the Collateral; or (21) to provide for (i) the succession of Holders of Notes, any parties to the Trustee Security Documents or the Collateral Agent Intercreditor Agreements (and other amendments that are administrative or ministerial in nature) in connection with any amendments an amendment, renewal, extension, substitution, refinancing, restructuring, replacement, supplementing or other modification from time to corresponding security documents creating Prior Liens; provided, however that such amendment does not affect the rights, duties, protections, indemnities, immunities or obligations time of the Trustee Credit Agreements or any other agreement that is not prohibited by this Indenture, or (ii) the Collateral Agent. (b) succession of the Second Lien Agent as collateral agent under this Indenture, the Intercreditor Agreements and the Security Documents. Upon the request of the CompanyIssuers accompanied by a resolution of their respective boards of directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee or Collateral Agent, as applicable, of the documents described in Section 16.04 and Section 12.067.02 hereof, the Trustee or Collateral Agent shall join with the Company Issuers and each Subsidiary Guarantor the Guarantors in the execution of any amendment amended or supplement supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee and the Collateral Agent shall not be obligated to enter into such amendment amended or supplement supplemental indenture that affects its own rights, duties, protections, obligations, indemnities 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 D hereto, and delivery of an Officer’s Certificate.

Without Consent of Holders of Notes. (a) Notwithstanding Section 12.029.2 of this Indenture, the Company, any the Subsidiary Guarantor Guarantors, if any, and the Trustee and the Collateral Agent may modify, amend or supplement or amend this Indenture, the NotesNotes or the Subsidiary Guarantees, the Security Documents and the Intercreditor Agreement if any, without the consent of any Holder of a Note toNote: (1a) to cure any ambiguity, omission, defect, mistake defect or inconsistency;; 89 83 (2b) provide for the assumption by a successor of the obligations of the Company or any Subsidiary Guarantor under this Indenture, the Security Documents and the Intercreditor Agreement in accordance with the applicable provisions thereof; (3) to provide for uncertificated Notes Securities in addition to or in place of certificated Notes Securities (provided, however however, that the uncertificated Notes Securities are issued in registered form for purposes of Section 163(f) of the Internal Revenue Code of 1986, as amended (the "Code"), or in a manner such that the uncertificated Securities are described in Section 163(f)(2)(B) of the Code); (4c) add guarantors to provide for the assumption of the Company's or Collateral with respect any Subsidiary Guarantor's, if any, obligations to the Notes, including Subsidiary Guarantors, or release a Subsidiary Guarantor from its Subsidiary Guarantee and terminate such Subsidiary Guarantee or terminate a Lien securing Holders of the Notes; provided, however that Notes in the release and termination is in accordance with the applicable provisions case of this Indentureany transaction permitted under Article 5 hereof; (5d) secure to make any change that would provide any additional rights or benefits to the Holders of the Notes or Subsidiary Guarantees; (6) add to the covenants of the Company or a Subsidiary Guarantor for the benefit of the Holders or surrender any right or power conferred upon the Company or a Subsidiary Guarantor; (7) make any change that does not adversely affect the legal rights hereunder of any HolderHolder of the Note; (8) e) to secure the Notes; (f) to comply with any requirement requirements of the Commission in connection with order to effect or maintain the qualification of this Indenture under the TIA; (9) provide for the succession of a successor Trustee; provided, however that the successor Trustee is otherwise qualified and eligible to act as such under this Indenture; (10) make, complete or confirm any grant of Collateral permitted or required by this Indenture or any of the Security Documents; (11) provide for the issuance of PIK Interest Notes or to increase the outstanding principal amount of the Notes, in each case in accordance with the limitations set forth in this Indenture as of the date hereof; (12) make any change as provided for in the Intercreditor Agreement; or (13g) provide for conversion adjustments in accordance with Article Four in connection with to add a Reorganization EventSubsidiary Guarantee under this Indenture. In addition, the Intercreditor Agreement may be amended in accordance with its terms and without the consent of any Holder, the Trustee or the Collateral Agent with the consent of the parties thereto or otherwise in accordance with its terms; provided, however that such amendment does not affect the rights, duties, protections, indemnities, immunities or obligations of the Trustee or the Collateral Agent. The Intercreditor Agreement will also provide that in certain circumstances the Security Documents may be amended automatically without the consent of Holders of Notes, the Trustee or the Collateral Agent in connection with any amendments to corresponding security documents creating Prior Liens; provided, however that such amendment does not affect the rights, duties, protections, indemnities, immunities or obligations of the Trustee or the Collateral Agent. (b) Upon the request of the CompanyCompany accompanied by a resolution of the Board of Directors of the Company and each of the Subsidiary Guarantors, if any, as the case may be, authorizing the execution of any such amended or supplemental Indenture, and upon receipt by the Trustee or Collateral Agent, as applicable, of the documents described in Section 16.04 Sections 9.6, 11.4 and Section 12.0611.5 hereof, the Trustee or Collateral Agent shall join with the Company and each the Subsidiary Guarantor Guarantors, if any, in the execution of any amendment amended or supplement supplemental Indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee and the Collateral Agent shall not be obligated to enter into such amendment amended or supplement supplemental Indenture that adversely affects its own rights, duties, protections, obligations, indemnities duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. (a) Notwithstanding Section 12.02, the Company, any Subsidiary Guarantor and the Trustee and the Collateral Agent may modify, supplement or amend 9.02 of this Indenture, the Company and the Trustee may amend or supplement this Indenture or Notes, and with respect to a Subsidiary Guarantee, the Security Documents Guarantor under such Subsidiary Guarantee and the Intercreditor Agreement Trustee may amend or supplement such Subsidiary Guarantee, without the consent of any Holder of a Note toNote: (1a) to cure any ambiguity, omission, defect, mistake defect or inconsistency; (2b) provide for the assumption by a successor of the obligations of the Company or any Subsidiary Guarantor under this Indenture, the Security Documents and the Intercreditor Agreement in accordance with the applicable provisions thereof; (3) to provide for uncertificated Notes in addition to or in place of certificated Notes (provided, however that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code)Notes; (4c) add guarantors or Collateral to comply with respect to the Notes, including Subsidiary Guarantors, or release a Subsidiary Guarantor from its Subsidiary Guarantee and terminate such Subsidiary Guarantee or terminate a Lien securing the Notes; provided, however that the release and termination is in accordance with the applicable provisions of this IndentureArticle 5 hereof; (5d) secure to provide for the assumption of the Company's or any Guarantor's obligations to the Holders of the Notes; (e) to make any change that would provide any additional rights or benefits to the Holders of the Notes or Subsidiary Guaranteesthat does not adversely affect the legal rights hereunder of any such Holder; (6f) to add to the covenants of the Company or a Subsidiary Guarantor for the benefit of the Holders or to surrender any right or power conferred upon the Company or a Subsidiary GuarantorCompany; (7g) make any change that does not adversely affect the rights of any Holder; (8) to comply with any requirement requirements of the Commission SEC in connection with order to effect or maintain the qualification of this Indenture under the TIA; (9) provide for the succession of a successor Trustee; provided, however that the successor Trustee is otherwise qualified and eligible to act as such under this Indenture; (10) make, complete or confirm any grant of Collateral permitted or required by this Indenture or any of the Security Documents; (11) provide for the issuance of PIK Interest Notes or to increase the outstanding principal amount of the Notes, in each case in accordance with the limitations set forth in this Indenture as of the date hereof; (12) make any change as provided for in the Intercreditor Agreement; or (13h) provide for conversion adjustments in accordance with Article Four in connection with to add a Reorganization EventGuarantor under this Indenture. In addition, the Intercreditor Agreement may be amended in accordance with its terms and without the consent of any Holder, the Trustee or the Collateral Agent with the consent of the parties thereto or otherwise in accordance with its terms; provided, however that such amendment does not affect the rights, duties, protections, indemnities, immunities or obligations of the Trustee or the Collateral Agent. The Intercreditor Agreement will also provide that in certain circumstances the Security Documents may be amended automatically without the consent of Holders of Notes, the Trustee or the Collateral Agent in connection with any amendments to corresponding security documents creating Prior Liens; provided, however that such amendment does not affect the rights, duties, protections, indemnities, immunities or obligations of the Trustee or the Collateral Agent. (b) Upon the written request of the CompanyCompany accompanied by resolutions of the Board of Directors authorizing the execution of any such amended or supplemental Indenture, and upon receipt by the Trustee or Collateral Agent, as applicable, of the documents described an Officers' Certificate and an Opinion of Counsel in compliance with Section 16.04 and Section 12.061.05 hereof, the Trustee or Collateral Agent shall join with the Company and each Subsidiary Guarantor the Guarantors, if any, in the execution of any amendment amended or supplement supplemental Indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee and the Collateral Agent shall not be obligated to enter into such amendment amended or supplement supplemental Indenture that affects its own rights, duties, protections, obligations, indemnities duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. (a) Notwithstanding Section 12.0210.02 of the Indenture, the Company, any Subsidiary Guarantor Issuers and the Guarantors and the Trustee and may amend or supplement the Collateral Agent may modify, supplement or amend this Indenture, the Notes, Guarantees or the Security Documents and the Intercreditor Agreement Notes without the consent of any Holder of a Note to: (1a) cure any ambiguity, omission, defect, mistake or inconsistency; (2b) provide for the assumption by a successor corporation of the obligations of the Company Issuers or any Subsidiary Guarantor under this the Indenture, the Security Documents and the Intercreditor Agreement in accordance with the applicable provisions thereof; (3c) provide for uncertificated Notes in addition to or in place of certificated Notes (provided, however 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); (4d) add guarantors or Collateral Guarantees with respect to the Notes, including Subsidiary GuarantorsGuarantees, or release a Subsidiary Guarantor from its Subsidiary Guarantee and terminate such Subsidiary Guarantee or terminate a Lien securing the NotesGuarantee; provided, however however, that the release and termination is in accordance accord with the applicable provisions of this the Indenture; (5e) secure the Notes or Subsidiary Guarantees; (6f) add to the covenants of the Company Issuers or a Subsidiary Guarantor for the benefit of the Holders of the Notes or surrender any right or power conferred upon the Company Issuers or a Subsidiary Guarantor; (7g) make any change that does not adversely affect the rights of any Holder; (8) h) comply with any requirement of the Commission SEC in connection with the qualification of this the Indenture under the TIA; (9i) [Intentionally deleted]; or (j) provide for the succession of a successor Trustee; provided, however that the successor Trustee is otherwise qualified and eligible to act as such under this Indenture; (10) make, complete or confirm any grant of Collateral permitted or required by this Indenture or any of the Security Documents; (11) provide for the issuance of PIK Interest Notes or to increase the outstanding principal amount of the Notes, in each case in accordance with the limitations set forth in this Indenture as of the date hereof; (12) make any change as provided for in the Intercreditor Agreement; or (13) provide for conversion adjustments in accordance with Article Four in connection with a Reorganization Event. In addition, the Intercreditor Agreement may be amended in accordance with its terms and without the consent of any Holder, the Trustee or the Collateral Agent with the consent of the parties thereto or otherwise in accordance with its terms; provided, however that such amendment does not affect the rights, duties, protections, indemnities, immunities or obligations of the Trustee or the Collateral Agent. The Intercreditor Agreement will also provide that in certain circumstances the Security Documents may be amended automatically without the consent of Holders of Notes, the Trustee or the Collateral Agent in connection with any amendments to corresponding security documents creating Prior Liens; provided, however that such amendment does not affect the rights, duties, protections, indemnities, immunities or obligations of the Trustee or the Collateral Agent. (b) Upon the request of the Issuers accompanied by a resolution of the Board of Directors of the Company (in the case of the Company), and of the Board of Directors of Finance Co and each of the Subsidiary Guarantors (in the case of Finance Co and the Subsidiary Guarantors), authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee or Collateral Agent, as applicable, of the documents described in Section 16.04 and 8.02(b) hereof stating that such amended or supplemental indenture complies with this Section 12.0610.01, the Trustee or Collateral Agent shall join with the Company Issuers and each of the Subsidiary Guarantor Guarantors in the execution of any amendment amended or supplement supplemental indenture authorized or permitted by the terms of this the Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee and the Collateral Agent shall not be obligated to enter into such amendment amended or supplement supplemental indenture that affects its own rights, duties, protections, obligations, indemnities duties or immunities under this the Indenture or otherwise. It shall not be necessary for the consent of the Holders of Notes under this Section 10.01 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof.

Without Consent of Holders of Notes. (a) Notwithstanding Section 12.02, the Company, any Subsidiary Guarantor and the Trustee and the Collateral Agent may modify, supplement or amend 9.02 of this Indenture, the Notes, the Security Documents and the Intercreditor Agreement without the consent of any Holder of a Notes, the Partnership, the Guarantors and the Trustee may amend or supplement this Indenture, the Notes or the Note toGuarantees: (1) to cure any ambiguity, omission, defect, mistake defect or inconsistency; (2) provide for the assumption by a successor of the obligations of the Company or any Subsidiary Guarantor under this Indenture, the Security Documents and the Intercreditor Agreement in accordance with the applicable provisions thereof; (3) to provide for uncertificated Notes in addition to or in place of certificated Notes Notes; (provided, however that 3) to provide for the uncertificated Notes are issued in registered form for purposes of Section 163(f) assumption of the Code)Partnership’s or a Guarantor’s obligations to the Holders of the Notes and Note Guarantees by a successor to the Partnership or such Guarantor pursuant to Article 5 or Article 10 hereof; (4) add guarantors to make any change that would provide any additional rights or Collateral with respect benefits to the Notes, including Subsidiary Guarantors, or release a Subsidiary Guarantor from its Subsidiary Guarantee and terminate such Subsidiary Guarantee or terminate a Lien securing the Notes; provided, however that the release and termination is in accordance with the applicable provisions Holders of this Indenture; (5) secure the Notes or Subsidiary Guarantees; (6) add to the covenants of the Company or a Subsidiary Guarantor for the benefit of the Holders or surrender any right or power conferred upon the Company or a Subsidiary Guarantor; (7) make any change that does not adversely affect the legal rights hereunder of any Holder; (8) comply with 5) to conform the text of this Indenture, the Notes or the Note Guarantees to any requirement provision of the Commission in connection with “Description of notes” section of the qualification of this Indenture under the TIAOffering Memorandum; (96) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes; (7) to secure the Notes and/or the Guarantees; or (8) to provide for the succession of a successor Trustee; provided, however that the successor Trustee is otherwise qualified and eligible to act as such under this Indenture; (10) make, complete or confirm any grant of Collateral permitted or required by this Indenture or any reorganization of the Security Documents; (11) provide for the issuance Partnership as any other form of PIK Interest Notes or to increase the outstanding principal amount of the Notesentity, in each case in accordance with the limitations set forth in this Indenture as provisions of the date hereof; (12) make any change as provided for in the Intercreditor Agreement; or (13) provide for conversion adjustments in accordance with Article Four in connection with a Reorganization EventSection 5.01. In addition, the Intercreditor Agreement may be amended in accordance with its terms and without the consent of any Holder, the Trustee or the Collateral Agent with the consent of the parties thereto or otherwise in accordance with its terms; provided, however that such amendment does not affect the rights, duties, protections, indemnities, immunities or obligations of the Trustee or the Collateral Agent. The Intercreditor Agreement will also provide that in certain circumstances the Security Documents may be amended automatically without the consent of Holders of Notes, the Trustee or the Collateral Agent in connection with any amendments to corresponding security documents creating Prior Liens; provided, however that such amendment does not affect the rights, duties, protections, indemnities, immunities or obligations of the Trustee or the Collateral Agent. (b) Upon the request of the CompanyPartnership accompanied by a resolution of the Board of Directors of the General Partner authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee or Collateral Agent, as applicable, of the documents described in Section 16.04 and Section 12.067.02 hereof, the Trustee or Collateral Agent shall will join with the Company Partnership and each Subsidiary Guarantor the Guarantors in the execution of any amendment amended or supplement supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee and the Collateral Agent shall will not be obligated to enter into such amendment amended or supplement supplemental indenture that affects its own rights, duties, protections, obligations, indemnities duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. (a) Notwithstanding Section 12.029.2 hereof, eircom Funding, the Company, any Subsidiary Guarantor Note Guarantor, Holdings and the Trustee and may amend or supplement this Indenture or the Collateral Agent may modify, supplement or amend this Indenture, the Notes, the Security Documents and the Intercreditor Agreement Notes without the consent of any Holder of a Note or any other Person to: (1) cure any ambiguity, omission, defect, mistake error or inconsistency; (2) provide for the assumption by a successor Person of the obligations of the Company or any Subsidiary Note Guarantor or other obligor under this Indenture, the Security Documents and the Intercreditor Agreement in accordance with the applicable provisions thereof; (3) provide for uncertificated Senior Subordinated Notes in addition to or in place of certificated Senior Subordinated Notes (provided, however provided that the uncertificated Senior Subordinated Notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Senior Subordinated Notes are described in Section 163(f)(2)(B) of the Code); (4) add guarantors or Collateral with respect to the Notes, including Subsidiary Guarantors, or release a Subsidiary Guarantor from its Subsidiary Guarantee and terminate such Subsidiary Guarantee or terminate a Lien securing the Notes; provided, however that the release and termination is in accordance with the applicable provisions of this Indenture; (5) secure the Notes or Subsidiary Guarantees; (6) add to the covenants of the Company or a Subsidiary Guarantor for the benefit of the Holders holders or surrender any right or power conferred upon the Company or a Subsidiary GuarantorCompany; (75) make any change that does not adversely affect the rights of any HolderHolder in any material respect; (8) 6) comply with any requirement of the Commission SEC in connection with the qualification of this Indenture under the TIATrust Indenture Act; (7) make such provisions as necessary (as determined in good faith by the Company) for the issuance of exchange securities or Additional Notes; (8) provide for any Restricted Subsidiary to become an Additional Note Guarantor in accordance with the provisions of Section 10.1, to add Guarantees with respect to the Senior Subordinated Notes, to secure the Senior Subordinated Notes, or to confirm and evidence the release, termination or discharge of any Guarantee or Lien with respect to or securing the Senior Subordinated Notes when such release, termination or discharge is provided for under this Indenture; or (9) to provide that any Indebtedness that becomes or will become an obligation of a Successor Company or a Note Guarantor pursuant to a transaction governed by Section 5.1 (that is not a Subordinated Obligation) is Senior Subordinated Indebtedness or Note Guarantor Senior Subordinated Indebtedness for the succession purposes of the Senior Subordinated Indenture. However, no amendment may be made to the provisions of Article XI or Section 10.5(a)(1) or 10.5(b)(2) of this Indenture that materially and adversely affects the rights of any holder of the Senior Notes or any other Designated Senior Debt (in either case, then outstanding) unless the trustee in respect of the Senior Notes (acting on the instructions of a successor Trustee; provided, however that the successor Trustee is otherwise qualified and eligible to act as such under this Indenture; (10) make, complete or confirm any grant of Collateral permitted or required by this Indenture or any of the Security Documents; (11) provide for the issuance of PIK Interest Notes or to increase the outstanding majority in principal amount of the holders of such Senior Notes, in each case in accordance with the limitations set forth in this Indenture as of the date hereof; (12) make any change as provided for in the Intercreditor Agreement; or (13) provide for conversion adjustments in accordance with Article Four in connection with a Reorganization Event. In addition), the Intercreditor Agreement may be amended in accordance with its terms and without the consent requisite holders of any Holder, the Trustee such Designated Senior Debt or the Collateral Agent with relevant Designated Senior Agent, as the case may be, consent of the parties thereto or otherwise in accordance with its terms; provided, however that to such amendment does not affect the rights, duties, protections, indemnities, immunities or obligations of the Trustee or the Collateral Agentchange. The Intercreditor Agreement will also provide that in certain circumstances the Security Documents may be amended automatically without the consent of Holders of Notes, the Trustee or the Collateral Agent in connection with any amendments to corresponding security documents creating Prior Liens; provided, however that such amendment does not affect the rights, duties, protections, indemnities, immunities or obligations of the Trustee or the Collateral Agent. (b) Upon the request of the Company, and upon receipt accompanied by a Board Resolution authorizing the Trustee execution of any such amended or Collateral Agentsupplemental indenture, as applicable, of the documents described in subject to Section 16.04 and Section 12.069.6, the Trustee or Collateral Agent shall join with eircom Funding, the Company Company, any Note Guarantor and each Subsidiary Guarantor Holdings in the execution of any amendment amended or supplement supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that which may be therein contained, but the Trustee and the Collateral Agent shall not be obligated to enter into such amendment amended or supplement that supplemental indenture which adversely affects its own rights, duties, protections, obligations, indemnities duties or immunities under this Indenture hereunder or otherwise. The Company will inform the Luxembourg Stock Exchange and the Irish Stock Exchange, if the Senior Subordinated Notes are listed on such exchanges and the rules of such exchanges so require, of any of the foregoing amendments, supplements and waivers and provide, if the Senior Subordinated Notes are listed on such exchanges and the rules of such exchanges so require, a supplement to the Offering Memorandum setting forth reasonable details in connection with any such amendments, supplements or waivers.

Without Consent of Holders of Notes. (a) Notwithstanding Section 12.029.02, the Company, any the Subsidiary Guarantor Guarantors and the Trustee and may amend or supplement this Indenture or the Collateral Agent may modify, supplement or amend this Indenture, the Notes, the Security Documents and the Intercreditor Agreement Notes without the consent of any Holder of a Note to: (1) cure convey, transfer, assign, mortgage or pledge any ambiguity, omission, defect, mistake property or inconsistencyassets to the Trustee as security for the Notes; (2) provide for evidence the succession of another Person to the Company, or successive successions, and the assumption by a the successor Person of the covenants, agreements and obligations of the Company or any Subsidiary Guarantor under this Indenture, Indenture pursuant to the Security Documents and the Intercreditor Agreement in accordance with the applicable provisions thereofdescribed under Article 5; (3) add to the covenants of the Company and the Subsidiary Guarantors such further covenants, restrictions, conditions or provisions for the protection of the Holders of Notes; (4) cure any ambiguity or correct or supplement any provision contained in this Indenture that may be defective or inconsistent with any other provision contained in this Indenture, or make such other provisions in regard to matters or questions arising under this Indenture as the Board of Directors may deem necessary or desirable and that shall not materially and adversely affect the interests of the Holders of Notes; (5) evidence and provide for the acceptance of appointment under this Indenture by a successor Trustee with respect to the Notes and 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 under this Indenture by more than the one Trustee pursuant to the requirements of this Indenture; (6) provide for uncertificated Notes in addition to or in place of certificated Notes (provided, however however, 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); (47) add guarantors or Collateral additional Guarantees with respect to the Notes, including Subsidiary Guarantors, or Notes and release a any Subsidiary Guarantor from its Subsidiary Guarantee and terminate such Subsidiary Guarantee or terminate a Lien securing the Notes; provided, however that the release and termination is in accordance with the applicable provisions of this Indenture; (5) secure 8) provide for the Notes or Subsidiary Guaranteesissuance of Additional Notes; (69) add conform the text of this Indenture or the Notes to any provision of the Description of Notes in the offering memorandum related to the covenants of Notes issued on the Company or a Subsidiary Guarantor for the benefit of the Holders or surrender any right or power conferred upon the Company or a Subsidiary Guarantor;Issue Date; or (710) make any change that does not adversely affect the rights of any Holder; (8) comply with any requirement of the Commission SEC in connection with the qualification of this Indenture under the TIA; (9) provide for the succession of a successor Trustee; provided, however that the successor Trustee is otherwise qualified and eligible to act as such under this Indenture; (10) make, complete or confirm any grant of Collateral permitted or required by this Indenture or any of the Security Documents; (11) provide for the issuance of PIK Interest Notes or to increase the outstanding principal amount of the Notes, in each case in accordance with the limitations set forth in this Indenture as of the date hereof; (12) make any change as provided for in the Intercreditor Agreement; or (13) provide for conversion adjustments in accordance with Article Four in connection with a Reorganization Event. In addition, the Intercreditor Agreement may be amended in accordance with its terms and without the consent of any Holder, the Trustee or the Collateral Agent with the consent of the parties thereto or otherwise in accordance with its terms; provided, however that such amendment does not affect the rights, duties, protections, indemnities, immunities or obligations of the Trustee or the Collateral Agent. The Intercreditor Agreement will also provide that in certain circumstances the Security Documents may be amended automatically without the consent of Holders of Notes, the Trustee or the Collateral Agent in connection with any amendments to corresponding security documents creating Prior Liens; provided, however that such amendment does not affect the rights, duties, protections, indemnities, immunities or obligations of the Trustee or the Collateral Agent. (b) Upon the request of the CompanyCompany accompanied by a Board Resolution authorizing the execution of any such amended or supplemental Indenture, and upon receipt by the Trustee or Collateral Agent, as applicable, of the documents described in under Section 16.04 and Section 12.069.06 hereof, the Trustee or Collateral Agent shall join with the Company and each the Subsidiary Guarantor Guarantors in the execution of any amendment amended or supplement supplemental Indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee and the Collateral Agent shall not be obligated to enter into such amendment amended or supplement supplemental indenture that affects its own rights, duties, protections, obligations, indemnities duties or immunities under this Indenture or otherwise. Notwithstanding anything to the contrary contained herein, any supplemental indenture executed pursuant to Section 9.01(a)(7) may be executed by the Company, the Subsidiary Guarantor providing such Subsidiary Guarantee and the Trustee.

Without Consent of Holders of Notes. (a) Notwithstanding Section 12.029.02 of this Indenture, the Company, any Subsidiary Guarantor the Guarantors and the Trustee and the Collateral Agent may modify, amend or supplement or amend this Indenture, the Notes, the Note Guarantees or any Security Documents and the Intercreditor Agreement Document without the consent of any Holder of a Note toNote: (1) to cure any ambiguity, omission, defect, mistake defect or inconsistency; (2) provide for the assumption by a successor of the obligations of the Company or any Subsidiary Guarantor under this Indenture, the Security Documents and the Intercreditor Agreement in accordance with the applicable provisions thereof; (3) to provide for uncertificated Notes in addition to or in place of certificated Notes Notes; (provided, however that 3) to provide for the uncertificated Notes are issued in registered form for purposes of Section 163(f) assumption of the Code)Company's or a Guarantor's obligations to the Holders of the Notes and Note Guarantees by a successor to the Company or such Guarantor pursuant to Article 5 or Article 11 hereof; (4) add guarantors or Collateral with respect to the Notes, including Subsidiary Guarantors, or release a Subsidiary Guarantor from its Subsidiary Guarantee and terminate such Subsidiary Guarantee or terminate a Lien securing the Notes; provided, however that the release and termination is in accordance with the applicable provisions of this Indenture; (5) secure the Notes or Subsidiary Guarantees; (6) add to the covenants of the Company or a Subsidiary Guarantor for the benefit of the Holders or surrender any right or power conferred upon the Company or a Subsidiary Guarantor; (7) make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not materially adversely affect the legal rights hereunder of any Holder; (8) 5) to comply with any requirement requirements of the Commission SEC in connection with order to effect or maintain the qualification of this Indenture under the TIA; (6) to conform the text of this Indenture, the Notes or the Security Documents to any provision of the "Description of Secured Notes" section of the Company's Offering Circular dated April 8, 2004, relating to the initial offering of the Notes; (7) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes; (8) to add any additional assets as Collateral; (9) provide to reflect the grant of Liens on the Collateral for the succession benefit of a successor Trustee; providedan additional secured party, however that to the successor Trustee extent such Indebtedness and the Lien securing such Indebtedness is otherwise qualified and eligible to act as such under permitted by the terms of this Indenture;; or (10) make, complete or confirm any grant to release Collateral from the Lien of Collateral this Indenture and the Security Documents when permitted or required by this Indenture or any of the Security Documents; (11) provide for the issuance of PIK Interest Notes or to increase the outstanding principal amount of the Notes, in each case in accordance with the limitations set forth in this Indenture as of the date hereof; (12) make any change as provided for in the Intercreditor Agreement; or (13) provide for conversion adjustments in accordance with Article Four in connection with a Reorganization Event. In addition, the Intercreditor Agreement may be amended in accordance with its terms and without the consent of any Holder, the Trustee or the Collateral Agent with the consent of the parties thereto or otherwise in accordance with its terms; provided, however that such amendment does not affect the rights, duties, protections, indemnities, immunities or obligations of the Trustee or the Collateral Agent. The Intercreditor Agreement will also provide that in certain circumstances the Security Documents may be amended automatically without the consent of Holders of Notes, the Trustee or the Collateral Agent in connection with any amendments to corresponding security documents creating Prior Liens; provided, however that such amendment does not affect the rights, duties, protections, indemnities, immunities or obligations of the Trustee or the Collateral Agent. (b) hereunder. Upon the request of the CompanyCompany 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 or Collateral Agent, as applicable, of the documents described in Section 16.04 and Section 12.067.02 hereof, the Trustee or Collateral Agent shall will join with the Company and each Subsidiary Guarantor the Guarantors in the execution of any amendment amended or supplement supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee and the Collateral Agent shall will not be obligated to enter into such amendment amended or supplement supplemental indenture that affects its own rights, duties, protections, obligations, indemnities duties or immunities under this Indenture or otherwise. After an amendment, supplement or waiver under this Section 9.01 becomes effective, the Company will mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver.

Without Consent of Holders of Notes. (a) Notwithstanding Section 12.029.02, the Company, any the Subsidiary Guarantor Guarantors and the Trustee and may amend or supplement this Indenture or the Collateral Agent may modify, supplement or amend this Indenture, the Notes, the Security Documents and the Intercreditor Agreement Notes either series without the consent of any Holder of a Note of such series to: (1) cure convey, transfer, assign, mortgage or pledge any ambiguity, omission, defect, mistake property or inconsistencyassets to the Trustee as security for the Notes; (2) provide for evidence the succession of another Person to the Company or any Subsidiary Guarantor, or successive successions, and the assumption by a the successor Person of the covenants, agreements and obligations of the Company or any Subsidiary Guarantor under this Indenture, Indenture pursuant to the Security Documents and the Intercreditor Agreement in accordance with the applicable provisions thereofdescribed under Article Five; (3) add to the covenants of the Company and the Subsidiary Guarantors such further covenants, restrictions, conditions or provisions for the protection of the Holders of the Notes; or make any change that does not adversely affect the rights of any Holder of the Notes; (4) cure any ambiguity or correct or supplement any provision contained in this Indenture that may be defective or inconsistent with any other provision contained in this Indenture, or make such other provisions in regard to matters or questions arising under this Indenture as the Board of Directors may deem necessary or desirable and that shall not materially and adversely affect the interests of the Holders of the Notes; (5) evidence and provide for the acceptance of appointment under this Indenture by a successor Trustee with respect to the Notes and 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 under this Indenture by more than one Trustee pursuant to the requirements of this Indenture; (6) provide for uncertificated Notes of such series in addition to or in place of certificated Notes (Notes; provided, however however, 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; (47) add guarantors or Collateral additional Subsidiary Guarantees with respect to the Notes, including Subsidiary Guarantors, or Notes and release a any Subsidiary Guarantor from its Subsidiary Guarantee and terminate such Subsidiary Guarantee or terminate a Lien securing the Notes; provided, however that the release and termination is in accordance with the applicable provisions of this Indenture; (5) secure 8) provide for the Notes or Subsidiary Guaranteesissuance of Additional Notes; (69) add conform the text of this Indenture or the Notes to any provision of the Description of Notes in the offering memorandum related to the covenants of the Company or a Subsidiary Guarantor for the benefit of the Holders or surrender any right or power conferred upon the Company or a Subsidiary Guarantor;Initial Notes; or (710) make any change that does not adversely affect the rights of any Holder; (8) comply with any requirement of the Commission SEC in connection with the qualification of this Indenture under the TIA; (9) provide for the succession of a successor Trustee; provided, however that the successor Trustee is otherwise qualified and eligible to act as such under this Indenture; (10) make, complete or confirm any grant of Collateral permitted or required by this Indenture or any of the Security Documents; (11) provide for the issuance of PIK Interest Notes or to increase the outstanding principal amount of the Notes, in each case in accordance with the limitations set forth in this Indenture as of the date hereof; (12) make any change as provided for in the Intercreditor Agreement; or (13) provide for conversion adjustments in accordance with Article Four in connection with a Reorganization Event. In addition, the Intercreditor Agreement may be amended in accordance with its terms and without the consent of any Holder, the Trustee or the Collateral Agent with the consent of the parties thereto or otherwise in accordance with its terms; provided, however that such amendment does not affect the rights, duties, protections, indemnities, immunities or obligations of the Trustee or the Collateral Agent. The Intercreditor Agreement will also provide that in certain circumstances the Security Documents may be amended automatically without the consent of Holders of Notes, the Trustee or the Collateral Agent in connection with any amendments to corresponding security documents creating Prior Liens; provided, however that such amendment does not affect the rights, duties, protections, indemnities, immunities or obligations of the Trustee or the Collateral Agent. (b) Upon the request of the Company, Company and upon receipt by the Trustee or Collateral Agent, as applicable, of the documents described in under Section 16.04 and Section 12.069.06 hereof, the Trustee or Collateral Agent shall join with the Company and each the Subsidiary Guarantor Guarantors in the execution of any amendment amended or supplement supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee and the Collateral Agent shall not be obligated to enter into such amendment amended or supplement supplemental indenture that affects its own rights, duties, protections, obligations, indemnities duties or immunities under this Indenture or otherwise. Notwithstanding anything to the contrary contained herein, any supplemental indenture executed pursuant to Section 9.01(a)(7) may be executed by the Company, the Subsidiary Guarantor providing such Subsidiary Guarantee and the Trustee.

Without Consent of Holders of Notes. (a) Notwithstanding Section 12.029.02, the CompanyIssuers, any Guarantor, any other obligor under the Notes and the Trustee may amend or supplement this Indenture, any Subsidiary Guarantor and the Trustee and the Collateral Agent may modify, supplement Guarantee or amend this Indenture, the Notes, the Security Documents and the Intercreditor Agreement Notes without the consent of any Holder of a Note to: (1a) cure any ambiguity, omission, defect, mistake or inconsistencyinconsistency in this Indenture, the Notes or any Subsidiary Guarantee; (2b) comply with the provisions of Article 5 or Section 4.08; (c) comply with any requirements of the SEC in connection with the qualification of this Indenture under the Trust Indenture Act; (d) evidence and provide for the assumption acceptance of appointment by a successor of the obligations of the Company Trustee under this Indenture; (e) make any other provisions with respect to matters or any Subsidiary Guarantor questions arising under this Indenture, the Security Documents and Notes or any Subsidiary Guarantee; provided that, in each case, such provisions, shall not materially adversely affect the Intercreditor Agreement interests of the Holders; (f) provide for the issuance of Additional Notes or PIK Notes in accordance with the applicable provisions thereofthis Indenture; (3g) provide for uncertificated Notes in addition to or in place replacement of certificated Notes Notes; (provided, however that h) in the uncertificated event PIK Notes are issued in registered form for purposes certificated form, to make appropriate amendments to this Indenture to reflect changes to minimum denomination of Section 163(f) of the Code); (4) add guarantors or Collateral with respect to the certificated PIK Notes, including Subsidiary Guarantors, or release a Subsidiary Guarantor from its Subsidiary Guarantee establish minimum redemption amounts for certificated PIK Notes and terminate such Subsidiary Guarantee or terminate a Lien securing other changes necessary to administer the certificated PIK Notes; provided, however that the release and termination is in accordance with the applicable provisions of this Indenture; (5) secure the Notes or Subsidiary Guarantees; (6) add to the covenants of the Company or a Subsidiary Guarantor for the benefit of the Holders or surrender any right or power conferred upon the Company or a Subsidiary Guarantor; (7) make any change that does not adversely affect the rights of any Holder; (8) comply with any requirement of the Commission in connection with the qualification of this Indenture under the TIA; (9) provide for the succession of a successor Trustee; provided, however that the successor Trustee is otherwise qualified and eligible to act as such under this Indenture; (10) make, complete or confirm any grant of Collateral permitted or required by this Indenture or any of the Security Documents; (11) provide for the issuance of PIK Interest Notes or to increase the outstanding principal amount of the Notes, in each case in accordance with the limitations set forth in this Indenture as of the date hereof; (12) make any change as provided for in the Intercreditor Agreement; or (13i) provide for conversion adjustments in accordance with Article Four in connection with a Reorganization Event. In additionconform the text of this Indenture, the Intercreditor Agreement may be amended in accordance with its terms and without the consent of any Holder, the Trustee or the Collateral Agent with the consent of the parties thereto or otherwise in accordance with its terms; provided, however that such amendment does not affect the rights, duties, protections, indemnities, immunities or obligations of the Trustee or the Collateral Agent. The Intercreditor Agreement will also provide that in certain circumstances the Security Documents may be amended automatically without the consent of Holders of Notes, the Trustee or the Collateral Agent in connection with Subsidiary Guarantees (if any) to any amendments to corresponding security documents creating Prior Liens; provided, however that such amendment does not affect the rights, duties, protections, indemnities, immunities or obligations provision of the Trustee or the Collateral Agent. (b) Upon the request “Description of the Company, and upon receipt by the Trustee or Collateral Agent, as applicable, of the documents described in Section 16.04 and Section 12.06, the Trustee or Collateral Agent shall join with the Company and each Subsidiary Guarantor Notes” contained in the execution of any amendment or supplement authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee and the Collateral Agent shall not be obligated to enter into such amendment or supplement that affects its own rights, duties, protections, obligations, indemnities or immunities under this Indenture or otherwiseOffering Memorandum as evidenced in an Officers’ Certificate.

Without Consent of Holders of Notes. (a) Notwithstanding Section 12.029.2, the Company, any the Subsidiary Guarantor Guarantors and the Trustee and may amend or supplement this Indenture or the Collateral Agent may modify, supplement or amend this Indenture, the Notes, the Security Documents and the Intercreditor Agreement Notes without the consent of any Holder of a Note toNote: (1i) to cure any ambiguity, omission, defect, mistake defect or inconsistency; (2ii) provide for the assumption by a successor of the obligations of the Company or any Subsidiary Guarantor under this Indenture, the Security Documents and the Intercreditor Agreement in accordance with the applicable provisions thereof; (3) to provide for uncertificated Notes in addition to or in place of certificated Notes Notes; (provided, however that iii) to provide for the uncertificated Notes are issued in registered form for purposes of Section 163(f) assumption of the CodeCompany's obligations to the Holders of the Notes pursuant to Article 5 or Section 10.4(b); (4iv) add guarantors to secure the Notes; (v) to make any change that would provide any additional rights or Collateral with respect benefits to the Notes, including Holders of the Notes or that does not adversely affect the legal rights under this Indenture of any such Holder; (vi) to add any Restricted Subsidiary Guarantors, as an additional Subsidiary Guarantor as provided in Section 10.2 or to evidence the succession of another Person to any Subsidiary Guarantor pursuant to Section 10.4 and the assumption by any such successor of the covenants and agreements of such Subsidiary Guarantor contained herein and in the Subsidiary Guarantee of such Subsidiary Guarantor; (vii) to release a Subsidiary Guarantor from its obligations under this Indenture and its Subsidiary Guarantee and terminate such Subsidiary Guarantee or terminate a Lien securing the Notes; providedpursuant to Section 10.5, however that the release and termination is in accordance with the applicable provisions of this Indenture;or (5viii) secure the Notes or Subsidiary Guarantees; (6) add to the covenants of the Company or a Subsidiary Guarantor for the benefit of the Holders or surrender any right or power conferred upon the Company or a Subsidiary Guarantor; (7) make any change that does not adversely affect the rights of any Holder; (8) comply with any requirement requirements of the Commission in connection with order to effect or maintain the qualification of this Indenture under the TIA; (9) provide for the succession of a successor Trustee; provided, however that the successor Trustee is otherwise qualified and eligible to act as such under this Indenture; (10) make, complete or confirm any grant of Collateral permitted or required by this Indenture or any of the Security Documents; (11) provide for the issuance of PIK Interest Notes or to increase the outstanding principal amount of the Notes, in each case in accordance with the limitations set forth in this Indenture as of the date hereof; (12) make any change as provided for in the Intercreditor Agreement; or (13) provide for conversion adjustments in accordance with Article Four in connection with a Reorganization Event. In addition, the Intercreditor Agreement may be amended in accordance with its terms and without the consent of any Holder, the Trustee or the Collateral Agent with the consent of the parties thereto or otherwise in accordance with its terms; provided, however that such amendment does not affect the rights, duties, protections, indemnities, immunities or obligations of the Trustee or the Collateral Agent. The Intercreditor Agreement will also provide that in certain circumstances the Security Documents may be amended automatically without the consent of Holders of Notes, the Trustee or the Collateral Agent in connection with any amendments to corresponding security documents creating Prior Liens; provided, however that such amendment does not affect the rights, duties, protections, indemnities, immunities or obligations of the Trustee or the Collateral Agent. (b) Upon the request of the CompanyCompany accompanied by a Board Resolution of its Board of Directors authorizing the execution of any such amendment or supplemental Indenture, and upon receipt by the Trustee or Collateral Agent, as applicable, of the documents described in Section 16.04 and Section 12.069.6, the Trustee or Collateral Agent shall join with the Company and each the Subsidiary Guarantor Guarantors in the execution of any amendment amended or supplement supplemental Indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee and the Collateral Agent shall not be obligated to enter into such amendment amended or supplement supplemental Indenture that affects its own rights, duties, protections, obligations, indemnities duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. (a) Notwithstanding Section 12.029.02 of this Indenture, the Company, any the Subsidiary Guarantor Guarantors and the Trustee and the Collateral Agent may modify, amend or supplement or amend this Indenture, the Subsidiary Guarantees, the Mirror Notes, the Security Documents and Mirror Note Pledge Agreements, the Intercreditor Agreement Mirror Note Guarantees or the Notes without the consent of any Holder of a Note toNote: (1) to cure any ambiguity, omission, defect, mistake defect or inconsistency; (2) provide for the assumption by a successor of the obligations of the Company or any Subsidiary Guarantor under this Indenture, the Security Documents and the Intercreditor Agreement in accordance with the applicable provisions thereof; (3) to provide for uncertificated Notes in addition to or in place of certificated Notes Notes; (provided, however that 3) to provide for the uncertificated Notes are issued in registered form for purposes of Section 163(f) assumption of the Code)Company's, a Mirror Note Issuer's or a Guarantor's obligations pursuant to this Indenture, a Subsidiary Guarantee, a Mirror Note or a Mirror Note Guarantee as the case may be, by a successor to the Company, such Mirror Note Issuer or such Guarantor pursuant to Article V hereof or to comply with Section 4.15; (4) add guarantors or Collateral with respect to the Notes, including Subsidiary Guarantors, or release a Subsidiary any Guarantor from its Subsidiary Guarantee and terminate such obligations under its Subsidiary Guarantee or terminate a Lien securing Mirror Note Guarantee (to the Notes; provided, however that the release and termination is in accordance with the applicable provisions of extent permitted by this Indenture); (5) secure the Notes to make any change that would provide any additional rights or Subsidiary Guarantees; (6) add benefits to the covenants of the Company or a Subsidiary Guarantor for the benefit of the Holders or surrender any right or power conferred upon the Company or a Subsidiary Guarantor; (7) make any change that does not adversely affect the legal rights hereunder of any such Holder;; or (8) 6) to comply with any requirement requirements of the Commission SEC in connection with order to effect or maintain the qualification of this Indenture under the TIA; (9) provide for the succession of a successor Trustee; provided, however that the successor Trustee is otherwise qualified and eligible to act as such under this Indenture; (10) make, complete or confirm any grant of Collateral permitted or required by this Indenture or any of the Security Documents; (11) provide for the issuance of PIK Interest Notes or to increase the outstanding principal amount of the Notes, in each case in accordance with the limitations set forth in this Indenture as of the date hereof; (12) make any change as provided for in the Intercreditor Agreement; or (13) provide for conversion adjustments in accordance with Article Four in connection with a Reorganization Event. In addition, the Intercreditor Agreement may be amended in accordance with its terms and without the consent of any Holder, the Trustee or the Collateral Agent with the consent of the parties thereto or otherwise in accordance with its terms; provided, however that such amendment does not affect the rights, duties, protections, indemnities, immunities or obligations of the Trustee or the Collateral Agent. The Intercreditor Agreement will also provide that in certain circumstances the Security Documents may be amended automatically without the consent of Holders of Notes, the Trustee or the Collateral Agent in connection with any amendments to corresponding security documents creating Prior Liens; provided, however that such amendment does not affect the rights, duties, protections, indemnities, immunities or obligations of the Trustee or the Collateral Agent. (b) Upon the request of the CompanyCompany 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 or Collateral Agent, as applicable, of the documents described in Section 16.04 and Section 12.069.6 of the Base Indenture, the Trustee or Collateral Agent shall will join with the Company and each the Subsidiary Guarantor Guarantors in the execution of any amendment amended or supplement supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee and the Collateral Agent shall will not be obligated to enter into such amendment amended or supplement supplemental indenture that affects its own rights, duties, protections, obligations, indemnities duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. (a) Notwithstanding Section 12.029.02, the Company, any Subsidiary Guarantor and the Trustee and the Collateral Agent may modify, supplement or amend this Indenture, the Notes, the Security Documents and the Intercreditor Agreement without the consent of any Holder of a Note to: (1) cure any ambiguity, omission, defect, mistake or inconsistency; (2) provide for the assumption by a successor of the obligations of the Company or any Subsidiary Guarantor under this Indenture, the Security Documents and the Intercreditor Agreement in accordance with the applicable provisions thereof; (3) provide for uncertificated Notes in addition to or in place of certificated Notes (provided, however provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code); (4) add guarantors or Collateral with respect to the Notes, including Subsidiary Guarantors, or release a Subsidiary Guarantor from its Subsidiary Guarantee and terminate such Subsidiary Guarantee or terminate a Lien securing the Notes; provided, however provided that the release and termination is in accordance with the applicable provisions of this Indenture; (5) secure the Notes or Subsidiary Guarantees; (6) add to the covenants of the Company or a Subsidiary Guarantor for the benefit of the Holders or surrender any right or power conferred upon the Company or a Subsidiary Guarantor; (7) make any change that does not adversely affect the rights of any Holder; (8) comply with any requirement of the Commission in connection with the qualification of this Indenture under the TIATrust Indenture Act; (9) provide for the succession of a successor Trustee; provided, however provided that the successor Trustee is otherwise qualified and eligible to act as such under this Indenture;; or (10) make, complete or confirm any grant of Collateral permitted or required by this Indenture Agreement or any of the Security Documents; (11) provide for the issuance of PIK Interest Notes or to increase the outstanding principal amount of the Notes, in each case in accordance with the limitations set forth in this Indenture as of the date hereof; (12) make any change as provided for in the Intercreditor Agreement; or (13) provide for conversion adjustments in accordance with Article Four in connection with a Reorganization Event. In addition, the Intercreditor Agreement may be amended in accordance with its terms and without the consent of any Holder, the Trustee or the Collateral Agent with the consent of the parties thereto or otherwise in accordance with its terms; provided, however including to add additional Pari Passu Indebtedness and add other parties (or any authorized agent thereof or trustee therefor) holding such Indebtedness thereto and to establish that the Liens on any Collateral securing such amendment does not affect Indebtedness shall rank equally with the rights, duties, protections, indemnities, immunities or obligations of Liens on such Collateral securing the Trustee or the Collateral Agentother Pari Passu Indebtedness then outstanding. The Intercreditor Agreement will also provide that in certain circumstances the Security Documents may be amended automatically without the consent of Holders of Notes, the Trustee or the Collateral Agent in connection with any amendments to corresponding security documents creating Prior Liens; provided, however that such amendment does not affect the rights, duties, protections, indemnities, immunities or obligations of the Trustee or the Collateral Agent. (b) Upon the request of the Company, and upon receipt by the Trustee or Collateral Agent, as applicable, of the documents described in Section 16.04 13.04 and Section 12.069.06, the Trustee or Collateral Agent shall join with the Company and each Subsidiary Guarantor in the execution of any amendment or supplement authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee and the Collateral Agent shall not be obligated to enter into such amendment or supplement that affects its own rights, duties, protections, obligations, indemnities duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. (a) Notwithstanding Section 12.029.02 hereof, the CompanyIssuers, any Subsidiary Guarantor and (with respect to a Guarantee or this Indenture), the Trustee and the Notes Collateral Agent may modify, amend or supplement or amend this Indenture, the Notes, the Security any Notes Documents and the Intercreditor Agreement without the consent of any Holder and the Issuers may direct the Trustee or the Notes Collateral Agent, and the Trustee or the Notes Collateral Agent shall (upon receipt of a Note the documents required by the last paragraph of this Section 9.01), enter into an amendment to the Notes Documents to: (1) to cure any ambiguity, omission, defectmistake, mistake defect or inconsistency; (2) to provide for the assumption by a successor Person of the obligations of the Company Issuers or any Subsidiary a Guarantor under any Notes Document pursuant to the terms of this Indenture, the Security Documents and the Intercreditor Agreement in accordance with the applicable provisions thereof; (3) to provide for uncertificated Notes of such series in addition to or in place of certificated Notes (provided, however that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code)Notes; (4) add guarantors to comply with Section 5.01 hereof; (5) to provide for the assumption by a successor entity of the obligations of either of the Issuers or Collateral with respect any Guarantor to the Notes, including Subsidiary Guarantors, or release a Subsidiary Guarantor from its Subsidiary Guarantee and terminate such Subsidiary Guarantee or terminate a Lien securing Holders under the Notes; provided, however that the release and termination is Notes Documents in accordance with Section 5.01 hereof; (6) to make any change that would provide any additional rights or benefits to the applicable provisions Holders or that does not materially and adversely affect the legal rights of any such Holder under this Indenture; (57) secure the Notes or Subsidiary Guarantees; (6) to add to the covenants of the Company or a Subsidiary Guarantor for the benefit of the Holders or to surrender any right or power conferred upon the Company Issuers or a Subsidiary any Guarantor; (7) make any change that does not adversely affect the rights of any Holder; (8) to comply with any requirement requirements of the Commission SEC in connection with order to effect or maintain the qualification of this Indenture under the TIATrust Indenture Act; (9) to evidence and provide for the succession acceptance and appointment under this Indenture of a successor Trustee; providedTrustee or Notes Collateral Agent, however provided that the successor Trustee or Notes Collateral Agent is otherwise qualified and eligible to act as such under the terms of this Indenture; (10) maketo provide for the issuance of exchange notes or private exchange notes, complete or confirm any grant of Collateral permitted or required by this Indenture or any of the Security Documentswhich are identical to exchange notes except that they are not freely transferable; (11) provide for to add a Guarantor or a co-obligor of the issuance of PIK Interest Notes under this Indenture or to increase confirm and evidence the outstanding principal amount release, termination, discharge or retaking of any Guarantee or Lien with respect to or securing the NotesNotes when such release, in each case termination, discharge or retaking is provided for in accordance with and permitted by the limitations set forth in term of this Indenture as of Indenture, Collateral Documents and the date hereofPari Passu Intercreditor Agreement; (12) to add security to or for the benefit of the Notes; |US-DOCS\143900591.2|| (13) to conform the text of this Indenture, Guarantees or the Notes to any provision of the “Description of Notes” section of the Offering Memorandum; (14) to make any change amendment to the provisions of this Indenture relating to the transfer and legending of Notes as provided for 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 Intercreditor AgreementSecurities Act or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; or (1315) provide for conversion adjustments to mortgage, pledge, hypothecate or grant any other Lien in accordance with Article Four in connection with a Reorganization Event. In addition, the Intercreditor Agreement may be amended in accordance with its terms and without the consent favor of any Holder, the Trustee or the Notes Collateral Agent with for its benefit and the consent benefit of the parties thereto Trustee, the Holders of the Notes and the holders of any future Other Pari Passu Lien Obligations, as additional security for the payment and performance of all or otherwise any portion of the Obligations, in accordance with its terms; providedany property or assets, however that such amendment does not affect 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 rights, duties, protections, indemnities, immunities or obligations benefit of the Trustee or the Notes Collateral Agent. The Agent pursuant to this Indenture, the Pari Passu Intercreditor Agreement, the Collateral Documents or otherwise; (16) provide for the release of Collateral from the Lien pursuant to this Indenture, the Collateral Documents and the Pari Passu Intercreditor Agreement will also provide that in certain circumstances when permitted or required by the Security Documents may be amended automatically without Collateral Documents, this Indenture or the consent of Holders of NotesPari Passu Intercreditor Agreement; (17) secure any future Indebtedness to the extent permitted under this Indenture, the Trustee Collateral Documents and the Pari Passu Intercreditor Agreement; (18) to add additional parties with Pari Passu Lien Priority to any Collateral Documents; (19) 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 joinder thereto; (20) in the case of any Collateral Document, to include therein any legend required to be set forth therein pursuant to the Pari Passu Intercreditor Agreement or to modify any such legend as required by the Pari Passu Intercreditor Agreement; and (21) to provide for the succession of any parties to the Collateral Agent Documents (and other amendments that are administrative or ministerial in nature) in connection with any amendments an amendment, renewal, extension, substitution, refinancing, restructuring, replacement, supplementing or other modification from time to corresponding security documents creating Prior Liens; provided, however that such amendment does not affect the rights, duties, protections, indemnities, immunities or obligations time of the Trustee Senior Credit Facilities or the Collateral Agent. (b) any other agreement that is not prohibited by this Indenture. Upon the request of the Company, Issuers and upon receipt by the Trustee or Collateral Agent, as applicable, of the documents described in Section 16.04 and Section 12.069.06 hereof, the Trustee or Collateral Agent shall join with the Company Company, Issuers and each Subsidiary Guarantor the Guarantors in the execution of any amendment amended or supplement supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee and the Collateral Agent shall not be obligated to enter into such amendment amended or supplement supplemental indenture that affects its own rights, duties, protections, obligations, indemnities 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 (i) 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, (ii) execution and delivery by such Guarantor and the Trustee of the Completion Date Supplemental Indenture, the form of which is attached |US-DOCS\143900591.2|| as Exhibit E hereto and (iii) delivery of an Officer’s Certificate complying with the provisions of Sections 9.06, 12.04 and 12.05 hereof.

Without Consent of Holders of Notes. (a) Notwithstanding Section 12.029.02 hereof, the CompanyCo-Obligors, the Guarantors, any Subsidiary Guarantor other obligor under the Notes and the Trustee and the Collateral Agent may modify, supplement or amend this Indenture, the Notes, the Security Documents and the Intercreditor Agreement or any of the Collateral Documents without the consent of any Holder of a Note toNote: (1) cure to evidence the succession of another Person to the Company, ▇▇▇▇▇ ▇▇▇▇▇ GP, a Guarantor or any ambiguityother obligor under the Notes, omissionand the assumption by any such successor of the covenants of the Company, defect, mistake ▇▇▇▇▇ ▇▇▇▇▇ GP or inconsistencysuch Guarantor or such obligor in this Indenture and in the Notes and in any Guarantee in accordance with Section 5.01 hereof; (2) provide for the assumption by a successor of the obligations of the Company or any Subsidiary Guarantor under this Indenture, the Security Documents and the Intercreditor Agreement in accordance with the applicable provisions thereof; (3) provide for uncertificated Notes in addition to or in place of certificated Notes (provided, however that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code); (4) add guarantors or Collateral with respect to the Notes, including Subsidiary Guarantors, or release a Subsidiary Guarantor from its Subsidiary Guarantee and terminate such Subsidiary Guarantee or terminate a Lien securing the Notes; provided, however that the release and termination is in accordance with the applicable provisions of this Indenture; (5) secure the Notes or Subsidiary Guarantees; (6) add to the covenants of the Company Company, ▇▇▇▇▇ ▇▇▇▇▇ GP, any Guarantor or a Subsidiary Guarantor any other obligor upon the Notes for the benefit of the Holders of the Notes or to surrender any right or power conferred upon the Company Company, ▇▇▇▇▇ ▇▇▇▇▇ GP or a Subsidiary Guarantorany Guarantor or any other obligor upon the Notes, as applicable, in this Indenture, in the Notes or in any Guarantee; (73) to cure any ambiguity, or to correct or supplement any provision in this Indenture, the Notes or any Guarantee which may be defective or inconsistent with any other provision in this Indenture, the Notes or any Guarantee; (4) to make any change other provisions with respect to matters or questions arising under this Indenture, the Notes or any Guarantee; provided that does such provisions shall not adversely affect in any material respect the rights interest of any Holderthe Holders of the Notes; (8) 5) to comply with any requirement the requirements of the Commission in connection with order to effect or maintain the qualification of this Indenture under the TIA; (6) to add a Guarantor or additional obligor under this Indenture or permit any Person to guarantee the Notes and/or obligations under this Indenture; (7) to release a Guarantor as provided in this Indenture; (8) to comply with the rules of any applicable securities depositary; (9) to evidence and provide for the succession acceptance of the appointment of a successor Trustee; provided, however that the successor Trustee is otherwise qualified and eligible to act as such under this Indenture; (10) maketo mortgage, complete pledge, hypothecate or confirm grant a security interest in favor of the Trustee or the Collateral Agent for the benefit of the Holders of the Notes as additional security for the payment and performance of the Company’s, ▇▇▇▇▇ ▇▇▇▇▇ GP’s and any grant of Collateral permitted Guarantor’s obligations under this Indenture, in any property, or required by this Indenture or assets, including any of which are required to be mortgaged, pledged or hypothecated, or in which a security interest is required to be granted to the Security DocumentsTrustee pursuant to this Indenture, the Collateral Documents or otherwise; (11) to provide for the issuance of PIK Interest Additional Notes or to increase the outstanding principal amount of the Notes, in each case under this Indenture in accordance with the limitations set forth in this Indenture as of the date hereofIndenture; (12) make any change as provided to provide for in the Intercreditor issuance of the Exchange Notes pursuant to the terms of this Indenture and the Registration Rights Agreement; or; (13) to provide for conversion adjustments the accession or succession of any parties to the Collateral Documents or the 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 Revolving Credit Agreement, the Term Loan Agreement or any other agreement or action that is not prohibited by this Indenture; (14) to provide for the release or addition of Collateral in accordance with Article Four in connection with a Reorganization Event. In addition, the Intercreditor terms of this Indenture and the Collateral Documents; and (15) to provide security for additional Term Loans or borrowings under the Revolving Credit Agreement may be amended that are incurred in accordance with its terms and without the consent of any Holder, the Trustee or the Collateral Agent with the consent of the parties thereto or otherwise in accordance with its terms; provided, however that such amendment does not affect the rights, duties, protections, indemnities, immunities or obligations of the Trustee or the Collateral Agent. The Intercreditor Agreement will also provide that in certain circumstances the Security Documents may be amended automatically without the consent of Holders of Notes, the Trustee or the Collateral Agent in connection with any amendments to corresponding security documents creating Prior Liens; provided, however that such amendment does not affect the rights, duties, protections, indemnities, immunities or obligations of the Trustee or the Collateral Agentthis Indenture. (b) Upon the request of the CompanyCo-Obligors accompanied by a resolution of their Boards of Directors authorizing the execution of any such amended or supplemental Indenture, and upon receipt by the Trustee or Collateral Agent, as applicable, of the documents described in Section 16.04 7.02 and Section 12.069.06 hereof, the Trustee or Collateral Agent shall join with the Company and each Subsidiary Guarantor Co-Obligors in the execution of any amendment amended or supplement supplemental Indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee and the Collateral Agent shall not be obligated to enter into such amendment amended or supplement supplemental Indenture that adversely affects its own rights, duties, protections, obligations, indemnities duties or immunities under this Indenture or otherwiseIndenture.

Without Consent of Holders of Notes. (a) Notwithstanding Section 12.02, the Company, any Subsidiary Guarantor and the Trustee and the Collateral Agent may modify, supplement or amend 9.02 of this Indenture, the Notes, the Security Documents and the Intercreditor Agreement without the consent of any Holder of a Holder, the Issuer, the Parent Guarantor, the Trustee and the other parties thereto, as applicable, may amend or supplement, any Note Documents to: (1) cure any ambiguity, omission, mistake, defect, mistake error or inconsistency, conform any provision to the “Description of the Notes” section of the Offering Memorandum, or reduce the minimum denomination of the Notes; (2) provide for the assumption by a successor Person of the obligations of the Company Issuer or any Subsidiary a Guarantor under this Indenture, the Security Documents and the Intercreditor Agreement in accordance with the applicable provisions thereofany Note Document; (3) provide for uncertificated certificated Notes in addition to or in place of certificated Notes (provided, however that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code)Notes; (4) add guarantors or Collateral with respect to the Notes, including Subsidiary Guarantors, or release a Subsidiary Guarantor from its Subsidiary Guarantee and terminate such Subsidiary Guarantee or terminate a Lien securing the Notes; provided, however that the release and termination is in accordance with the applicable provisions of this Indenture; (5) secure the Notes or Subsidiary Guarantees; (6) add to the covenants of the Company or provide for a Subsidiary Guarantor Guarantee for the benefit of the Holders or surrender any right or power conferred upon the Company Parent Guarantor or a Subsidiary Guarantorany Restricted Subsidiary; (75) add Liens to secure the Notes; (6) make any change that does not adversely affect the rights of any HolderHolder in any material respect; (8) 7) at the Parent Guarantor’s election, comply with any requirement of the Commission SEC in connection with the qualification of this Indenture under the TIATrust Indenture Act of 1939, as amended, if such qualification is required; (8) make such provisions as necessary (as determined in good faith by the Parent Guarantor) for the issuance of Additional Notes; (9) to provide for any Restricted Subsidiary to provide a Guarantee in accordance with Section 4.11 and Article XI hereof and in connection therewith to execute a supplemental indenture substantially in the succession form of a successor Trustee; providedExhibit D hereto, however that to add Guarantees with respect to the successor Trustee Notes or to confirm and evidence the release, termination, discharge or retaking of any Guarantee with respect to the Notes when such release, termination, discharge or retaking is otherwise qualified and eligible to act as such provided for under this Indenture; (10) make, complete or confirm any grant of Collateral permitted or required by to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee pursuant to the requirements thereof or to provide for the accession by the Trustee to any of the Security Documents;Note Document; or (11) provide for to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted, or not prohibited, by this Indenture, including to facilitate the issuance and administration of PIK Interest Notes or to increase the outstanding principal amount of the Notes; provided, in each case in accordance however, that (i) compliance with the limitations set forth in this Indenture as so amended would not result in Notes being transferred in violation of the date hereof; Securities Act or any applicable securities law and (12ii) make any change as provided for in the Intercreditor Agreement; or (13) provide for conversion adjustments in accordance with Article Four in connection with a Reorganization Event. In addition, the Intercreditor Agreement may be amended in accordance with its terms and without the consent of any Holder, the Trustee or the Collateral Agent with the consent of the parties thereto or otherwise in accordance with its terms; provided, however that such amendment does not materially and adversely affect the rights, duties, protections, indemnities, immunities or obligations of the Trustee or the Collateral Agent. The Intercreditor Agreement will also provide that in certain circumstances the Security Documents may be amended automatically without the consent rights of Holders of to transfer Notes, the Trustee or the Collateral Agent in connection with any amendments to corresponding security documents creating Prior Liens; provided, however that such amendment does not affect the rights, duties, protections, indemnities, immunities or obligations of the Trustee or the Collateral Agent. (b) Upon the request of the Company, and upon receipt by the Trustee or Collateral Agent, as applicable, of the documents described in Section 16.04 and Section 12.06, the Trustee or Collateral Agent shall join with the Company and each Subsidiary Guarantor in the execution of any amendment or supplement authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee and the Collateral Agent shall not be obligated to enter into such amendment or supplement that affects its own rights, duties, protections, obligations, indemnities or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. (a) Notwithstanding Section 12.029.02, the Company, any Subsidiary Guarantor and the Trustee and the Collateral Agent may modify, supplement or amend this Indenture, the Notes, the Security Documents and the Intercreditor Agreement without the consent of any Holder of a Note to: (1) cure any ambiguity, omission, defect, mistake or inconsistency; (2) provide for the assumption by a successor of the obligations of the Company or any Subsidiary Guarantor under this Indenture, the Security Documents and the Intercreditor Agreement Indenture in accordance with the applicable provisions thereofof this Indenture; (3) provide for uncertificated Notes in addition to or in place of certificated Notes (provided, however provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code); (4) add guarantors or Collateral with respect to the Notes, including Subsidiary Guarantors, or release a Subsidiary Guarantor from its Subsidiary Guarantee and terminate such Subsidiary Guarantee or terminate a Lien securing the Notes; provided, however provided that the release and termination is in accordance with the applicable provisions of this Indenture; (5) secure the Notes or Subsidiary Guarantees; (6) add to the covenants of the Company or a Subsidiary Guarantor for the benefit of the Holders or surrender any right or power conferred upon the Company or a Subsidiary Guarantor; (7) make any change that does not adversely affect the rights of any Holder; (8) comply with any requirement of the Commission in connection with the qualification of this Indenture under the TIATrust Indenture Act; (9) provide for the succession of a successor Trustee; provided, however provided that the successor Trustee is otherwise qualified and eligible to act as such under this Indenture;; or (10) make, complete or confirm any grant of Collateral permitted or required by this Indenture Agreement or any of the Security Documents; (11) provide for the issuance of PIK Interest Notes or to increase the outstanding principal amount of the Notes, in each case in accordance with the limitations set forth in this Indenture as of the date hereof; (12) make any change as provided for in the Intercreditor Agreement; or (13) provide for conversion adjustments in accordance with Article Four in connection with a Reorganization Event. In addition, the Intercreditor Agreement may be amended in accordance with its terms and without the consent of any Holder, the Trustee or the Collateral Agent with the consent of the parties thereto or otherwise in accordance with its terms; provided, however including to add additional Pari Passu Indebtedness and add other parties (or any authorized agent thereof or trustee therefor) holding such Indebtedness thereto and to establish that the Liens on any Collateral securing such amendment does not affect Indebtedness shall rank equally with the rights, duties, protections, indemnities, immunities or obligations of Liens on such Collateral securing the Trustee or the Collateral Agentother Pari Passu Indebtedness then outstanding. The Intercreditor Agreement will also provide that in certain circumstances the Security Documents may be amended automatically without the consent of Holders of Notes, the Trustee or the Collateral Agent in connection with any amendments to corresponding security documents creating Prior Liens; provided, however that such amendment does not affect the rights, duties, protections, indemnities, immunities or obligations of the Trustee or the Collateral Agent. (b) Upon the request of the Company, and upon receipt by the Trustee or Collateral Agent, as applicable, of the documents described in Section 16.04 13.04 and Section 12.069.06, the Trustee or Collateral Agent shall join with the Company and each Subsidiary Guarantor in the execution of any amendment amended or supplement supplemental Indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee and the Collateral Agent shall not be obligated to enter into such amendment amended or supplement supplemental Indenture that affects its own rights, duties, protections, obligations, indemnities duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. (a) Notwithstanding Section 12.029.02 hereof, the Company, any Subsidiary Guarantor the Guarantors and the Trustee may amend and the Collateral Agent may modify, supplement or amend change this Indenture, the Notes, Indenture and the Security Documents and the Intercreditor Agreement may consent to without the consent of any Holder of a Note the Holders in order to: (1a) cure evidence the succession of another corporation to the Company or each Guarantor or successive successions, and the assumption by any ambiguitysuccessor corporation of certain covenants, omission, defect, mistake or inconsistencyagreements and obligations; (2) provide for the assumption by a successor of the obligations of the Company or any Subsidiary Guarantor under this Indenture, the Security Documents and the Intercreditor Agreement in accordance with the applicable provisions thereof; (3) provide for uncertificated Notes in addition to or in place of certificated Notes (provided, however that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code); (4) add guarantors or Collateral with respect to the Notes, including Subsidiary Guarantors, or release a Subsidiary Guarantor from its Subsidiary Guarantee and terminate such Subsidiary Guarantee or terminate a Lien securing the Notes; provided, however that the release and termination is in accordance with the applicable provisions of this Indenture; (5) secure the Notes or Subsidiary Guarantees; (6b) add to the covenants of the Company for the benefit of the Holders; (c) cure any ambiguity, omission, defect or inconsistency, provided that such action does not adversely affect the interests of the Holders; (d) ▇▇▇▇▇▇, transfer, assign, mortgage or pledge any property to or with the Trustee; (e) evidence and provide the acceptance of the appointment of a Subsidiary successor Trustee under this Indenture; and (i) evidence the succession of another corporation to each Guarantor, or successive successions, and the assumption by any successor corporation of certain covenants, agreements and obligations; (ii) add to the covenants of a Guarantor for the benefit of the Holders Holders; (iii) evidence and provide for any new Guarantees with respect to the Notes or surrender any right or power conferred upon the Company or a Subsidiary Guarantor; (7) make any change that does not adversely affect the rights release of any Holder; Guarantor pursuant to the Indenture; (8) comply with any requirement of the Commission in connection with the qualification of this Indenture under the TIA; (9iv) provide for the succession of a successor Trusteeadditional Collateral; provided, however that the successor Trustee is otherwise qualified and eligible to act as such under this Indenture; (10v) make, complete or confirm any grant of release Collateral permitted or required by in accordance with this Indenture or any of and the Security Documents; ; and (11vi) provide for to secure any Pari Passu Third Lien Indebtedness. Upon the issuance of PIK Interest Notes or to increase the outstanding principal amount request of the NotesCompany accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, in each case in accordance with and upon receipt by the limitations set forth in this Indenture as Trustee of the date documents described in Section 9.06 hereof; (12) make any change as provided for in the Intercreditor Agreement; or (13) provide for conversion adjustments in accordance with Article Four in connection with a Reorganization Event. In addition, the Intercreditor Agreement may be amended in accordance with its terms and without the consent of any Holder, the Trustee or the Collateral Agent with the consent of the parties thereto or otherwise in accordance with its terms; provided, however that such amendment does not affect the rights, duties, protections, indemnities, immunities or obligations of the Trustee or the Collateral Agent. The Intercreditor Agreement will also provide that in certain circumstances the Security Documents may be amended automatically without the consent of Holders of Notes, the Trustee or the Collateral Agent in connection with any amendments to corresponding security documents creating Prior Liens; provided, however that such amendment does not affect the rights, duties, protections, indemnities, immunities or obligations of the Trustee or the Collateral Agent. (b) Upon the request of the Company, and upon receipt by the Trustee or Collateral Agent, as applicable, of the documents described in Section 16.04 and Section 12.06, the Trustee or Collateral Agent shall join with the Company and each Subsidiary Guarantor 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 that may be therein contained, but the Trustee and the Collateral Agent shall will not be obligated to enter into such amendment amended or supplement supplemental indenture that affects its own rights, duties, protections, obligations, indemnities duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. (a) Notwithstanding Section 12.029.02 of this Indenture, the Company, any Subsidiary Guarantor the Guarantors, the Collateral Agent and the Trustee and may amend or supplement this Indenture or the Collateral Agent may modify, supplement Notes or amend this Indenture, the Notes, the Security Documents and the Intercreditor Agreement Note Guarantees without the consent of any Holder of a Note Notes to: (1a) cure any ambiguity, omission, defect, mistake defect or inconsistency; (2) provide for the assumption by a successor of the obligations of the Company or any Subsidiary Guarantor under this Indenture, the Security Documents and the Intercreditor Agreement in accordance with the applicable provisions thereof; (3b) provide for uncertificated Notes in addition to or in place of certificated Notes (provided, however that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code)Notes; (4c) add guarantors provide for the assumption of the Company’s or Collateral with respect a Guarantor’s obligations to the Notes, including Subsidiary Guarantors, Holders of the Notes and Note Guarantees by a successor to the Company or release a Subsidiary such Guarantor from its Subsidiary Guarantee and terminate such Subsidiary Guarantee or terminate a Lien securing the Notes; provided, however that the release and termination is in accordance with the applicable provisions of this Indenturepursuant to Article V hereof; (5) secure the Notes or Subsidiary Guarantees; (6) add to the covenants of the Company or a Subsidiary Guarantor for the benefit of the Holders or surrender any right or power conferred upon the Company or a Subsidiary Guarantor; (7d) make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder of any such Holder; (8) e) comply with any requirement requirements of the Commission SEC in connection with order to effect or maintain the qualification of this Indenture under the TIA; (9f) provide for allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the succession of a successor Trustee; provided, however that the successor Trustee is otherwise qualified and eligible to act as such under this IndentureNotes; (10g) makeconform the text of this Indenture to any provision of the “Description of the Senior Notes” contained in the Statement, complete or confirm any grant to the extent that such provision in that “Description of Collateral permitted or required by the Senior Notes” was intended to be a verbatim recitation of a provision of this Indenture or any of the Security DocumentsNotes, as evidenced by an Officers’ Certificate; (11h) provide for the issuance of PIK Interest Additional Notes or to increase the outstanding principal amount of the Notes, in each case in accordance with the limitations set forth in under this Indenture as to the extent otherwise so permitted under the terms of the date hereof; (12) make any change as provided for in the Intercreditor Agreementthis Indenture; or (13i) evidence and provide for conversion adjustments in accordance with Article Four in connection with the acceptance of appointment by a Reorganization Eventsuccessor Trustee. In addition, the Intercreditor Agreement may be amended in accordance with its terms and without the consent of any Holder, the Trustee or the Collateral Agent with the consent of the parties thereto or otherwise in accordance with its terms; provided, however that such amendment does not affect the rights, duties, protections, indemnities, immunities or obligations of the Trustee or the Collateral Agent. The Intercreditor Agreement will also provide that in certain circumstances the Security Documents may be amended automatically without the consent of Holders of Notes, the Trustee or the Collateral Agent in connection with any amendments to corresponding security documents creating Prior Liens; provided, however that such amendment does not affect the rights, duties, protections, indemnities, immunities or obligations of the Trustee or the Collateral Agent. (b) Upon the written request of the CompanyCompany accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Collateral Agent and the Trustee or Collateral Agent, as applicable, of the documents described in Section 16.04 7.02 and Section 12.069.05 hereof, the Trustee or Collateral Agent shall join with the Company and each Subsidiary Guarantor the Guarantors in the execution of any amendment amended or supplement supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but neither the Trustee and nor the Collateral Agent shall not be obligated to enter into such amendment amended or supplement supplemental indenture that affects its own rights, duties, protections, obligations, indemnities duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. (a) Notwithstanding Section 12.029.2 hereof, the Company, eircom, any Subsidiary Note Guarantor and the Trustee and may amend or supplement this Indenture or the Collateral Agent may modify, supplement or amend this Indenture, the Notes, the Security Documents and the Intercreditor Agreement Notes without the consent of any Holder of a Note or any other Person to: (1) cure any ambiguity, omission, defect, mistake error or inconsistency; (2) provide for the assumption by a successor Person of the obligations of the Company or any Subsidiary Note Guarantor under this Indenture, the Security Documents and the Intercreditor Agreement in accordance with the applicable provisions thereof; (3) provide for uncertificated Senior Notes in addition to or in place of certificated Senior Notes (provided, however provided that the uncertificated Senior Notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Senior Notes are described in Section 163(f)(2)(B) of the Code); (4) add guarantors or Collateral with respect to the Notes, including Subsidiary Guarantors, or release a Subsidiary Guarantor from its Subsidiary Guarantee and terminate such Subsidiary Guarantee or terminate a Lien securing the Notes; provided, however that the release and termination is in accordance with the applicable provisions of this Indenture; (5) secure the Notes or Subsidiary Guarantees; (6) add to the covenants of the Company or a Subsidiary Guarantor for the benefit of the Holders holders or surrender any right or power conferred upon the Company or a Subsidiary GuarantorCompany; (75) make any change that does not adversely affect the rights of any HolderHolder in any material respect; (8) 6) comply with any requirement of the Commission SEC in connection with the qualification of this Indenture under the TIATrust Indenture Act; (97) provide for make such provisions as necessary (as determined in good faith by the succession of a successor Trustee; provided, however that the successor Trustee is otherwise qualified and eligible to act as such under this Indenture; (10Company) make, complete or confirm any grant of Collateral permitted or required by this Indenture or any of the Security Documents; (11) provide for the issuance of PIK Interest Notes exchange securities or Additional Notes; or (8) provide for any Restricted Subsidiary to increase the outstanding principal amount of the Notes, in each case become an Additional Note Guarantor in accordance with the limitations set forth in this Indenture as provisions of Section 11.1 to add Guarantees with respect to the date hereof; (12) make Senior Notes, to secure the Senior Notes, or to confirm and evidence the release, termination or discharge of any change as Guarantee or Lien with respect to or securing the Senior Notes when such release, termination or discharge is provided for in the Intercreditor Agreement; or (13) provide for conversion adjustments in accordance with Article Four in connection with a Reorganization Eventunder this Indenture. In addition, the Intercreditor Agreement may be amended in accordance with its terms and without the consent of any Holder, the Trustee or the Collateral Agent with the consent of the parties thereto or otherwise in accordance with its terms; provided, however that such amendment does not affect the rights, duties, protections, indemnities, immunities or obligations of the Trustee or the Collateral Agent. The Intercreditor Agreement will also provide that in certain circumstances the Security Documents may be amended automatically without the consent of Holders of Notes, the Trustee or the Collateral Agent in connection with any amendments to corresponding security documents creating Prior Liens; provided, however that such amendment does not affect the rights, duties, protections, indemnities, immunities or obligations of the Trustee or the Collateral Agent. (b) Upon the request of the Company, and upon receipt accompanied by a Board Resolution authorizing the Trustee execution of any such amended or Collateral Agentsupplemental indenture, as applicable, of the documents described in subject to Section 16.04 and Section 12.069.6, the Trustee or Collateral Agent shall join with the Company Company, eircom and each Subsidiary any Note Guarantor in the execution of any amendment amended or supplement supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that which may be therein contained, but the Trustee and the Collateral Agent shall not be obligated to enter into such amendment amended or supplement that supplemental indenture which adversely affects its own rights, duties, protections, obligations, indemnities duties or immunities under this Indenture hereunder or otherwise. The Company will inform the Luxembourg Stock Exchange and the Irish Stock Exchange, if the Senior Notes are listed on such exchanges and the rules of such exchanges so require, of any of the foregoing amendments, supplements and waivers and provide, if the Senior Notes are listed on such exchanges and the rules of such exchanges so require, a supplement to the Offering Memorandum setting forth reasonable details in connection with any such amendments, supplements or waivers.

Without Consent of Holders of Notes. (a) Notwithstanding Section 12.029.02 of this Indenture, the Company, any the Subsidiary Guarantor Guarantors and the Trustee and may amend or supplement this Indenture or the Collateral Agent may modify, supplement or amend this Indenture, the Notes, the Security Documents and the Intercreditor Agreement Notes without the consent of any Holder of a Note toNote: (1i) to cure any ambiguity, omission, defect, mistake defect or inconsistency; (2ii) provide for the assumption by a successor of the obligations of the Company or any Subsidiary Guarantor under this Indenture, the Security Documents and the Intercreditor Agreement in accordance with the applicable provisions thereof; (3) to provide for uncertificated Notes in addition to or in place of certificated Notes (provided, however that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code)Notes; (4iii) add guarantors or Collateral with respect to provide for the assumption of the Company's obligations to the Notes, including Holders of the Notes pursuant to Article 5 or Section 10.04(b) hereof; (iv) to secure the Notes pursuant to the requirements of Section 4.12 or otherwise; (v) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under this Indenture of any such Holder; (vi) to add any Restricted Subsidiary Guarantors, as an additional Subsidiary Guarantor as provided in Section 10.02 hereof or to evidence the succession of another Person to any Subsidiary Guarantor pursuant to Section 10.04 hereof and the assumption by any such successor of the covenants and agreements of such Subsidiary Guarantor contained herein and in the Subsidiary Guarantee of such Subsidiary Guarantor; (vii) to release a Subsidiary Guarantor from its obligations under this Indenture and its Subsidiary Guarantee and terminate such Subsidiary Guarantee or terminate a Lien securing the Notespursuant to Section 10.05 hereof; provided, however that the release and termination is in accordance with the applicable provisions of this Indenture;or (5viii) secure the Notes or Subsidiary Guarantees; (6) add to the covenants of the Company or a Subsidiary Guarantor for the benefit of the Holders or surrender any right or power conferred upon the Company or a Subsidiary Guarantor; (7) make any change that does not adversely affect the rights of any Holder; (8) comply with any requirement requirements of the Commission in connection with order to effect or maintain the qualification of this Indenture under the TIA; (9) provide for the succession of a successor Trustee; provided, however that the successor Trustee is otherwise qualified and eligible to act as such under this Indenture; (10) make, complete or confirm any grant of Collateral permitted or required by this Indenture or any of the Security Documents; (11) provide for the issuance of PIK Interest Notes or to increase the outstanding principal amount of the Notes, in each case in accordance with the limitations set forth in this Indenture as of the date hereof; (12) make any change as provided for in the Intercreditor Agreement; or (13) provide for conversion adjustments in accordance with Article Four in connection with a Reorganization Event. In addition, the Intercreditor Agreement may be amended in accordance with its terms and without the consent of any Holder, the Trustee or the Collateral Agent with the consent of the parties thereto or otherwise in accordance with its terms; provided, however that such amendment does not affect the rights, duties, protections, indemnities, immunities or obligations of the Trustee or the Collateral Agent. The Intercreditor Agreement will also provide that in certain circumstances the Security Documents may be amended automatically without the consent of Holders of Notes, the Trustee or the Collateral Agent in connection with any amendments to corresponding security documents creating Prior Liens; provided, however that such amendment does not affect the rights, duties, protections, indemnities, immunities or obligations of the Trustee or the Collateral Agent. (b) Upon the request of the CompanyCompany 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 or Collateral Agent, as applicable, of the documents described in Section 16.04 and Section 12.069.06 hereof, the Trustee or Collateral Agent shall join with the Company and each the Subsidiary Guarantor Guarantors in the execution of any amendment amended or supplement supplemental Indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee and the Collateral Agent shall not be obligated to enter into such amendment amended or supplement supplemental Indenture that affects its own rights, duties, protections, obligations, indemnities duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. (a) Notwithstanding Section 12.02hereof, the Company, any Subsidiary Guarantor and (with respect to a Subsidiary Guarantee or this Indenture to which it is a party), the Trustee and and, in the case of the Security Documents, the Collateral Agent Agent, may modify, amend or supplement or amend this Indenture, the Notes, the any Security Documents Document and any Subsidiary Guarantee or Notes or the Intercreditor Agreement without the consent of any Holder of a Note in order to: (1a) cure any ambiguity, omission, defect, mistake or inconsistencyinconsistency in this Indenture; (2b) comply with the provisions described under or hereto; (c) comply with any requirements of the SEC in connection with the qualification of this Indenture under the Trust Indenture Act; (d) evidence and provide for the assumption acceptance of appointment by a successor Trustee; (e) make any change that would provide any additional rights or benefits to the Holders or make any change that, in the good faith opinion of the obligations Board of Directors of the Company or as evidenced by a board resolution, does not materially and adversely affect the rights of any Subsidiary Guarantor under this Indenture, the Security Documents and the Intercreditor Agreement in accordance with the applicable provisions thereofHolder;; (3f) provide for uncertificated Notes in addition to or in place replacement of certificated Notes (provided, however that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code)Notes; (4g) provide for the issuance of Additional Notes in accordance with the Indenture; (h) add guarantors or Collateral release Subsidiary Guarantees with respect to the Notes, including Subsidiary Guarantorsin each case, or release a Subsidiary Guarantor from its Subsidiary Guarantee and terminate such Subsidiary Guarantee or terminate a Lien securing the Notes; provided, however that the release and termination is in accordance with the applicable provisions of this Indenture; (5) secure the Notes or Subsidiary Guarantees; (6i) add to additional assets as Collateral or release Collateral, in each case, in accordance with the covenants applicable provisions of the Company or a Subsidiary Guarantor for the benefit of the Holders or surrender any right or power conferred upon the Company or a Subsidiary Guarantor; (7) make any change that does not adversely affect the rights of any Holder; (8) comply with any requirement of the Commission in connection with the qualification of this Indenture under the TIA; (9) provide for the succession of a successor Trustee; provided, however that the successor Trustee is otherwise qualified and eligible to act as such under this Indenture; (10) make, complete or confirm any grant of Collateral permitted or required by this Indenture or any of the Security Documents; (11j) provide for the issuance of PIK Interest Notes enter into additional or to increase the outstanding principal amount of the Notes, in each case in accordance with the limitations set forth in this Indenture as of the date hereof; (12) make any change as provided for in the Intercreditor Agreementsupplemental Security Documents; or (13k) provide for conversion adjustments in accordance with Article Four in connection with a Reorganization Event. In additionconform the text of this Indenture, the Intercreditor Agreement may be amended in accordance with its terms and without the consent of any HolderNotes, the Trustee Subsidiary Guarantees or the Collateral Agent with the consent of the parties thereto or otherwise in accordance with its terms; provided, however that such amendment does not affect the rights, duties, protections, indemnities, immunities or obligations of the Trustee or the Collateral Agent. The Intercreditor Agreement will also provide that in certain circumstances the Security Documents may be amended automatically without the consent of Holders of Notes, the Trustee or the Collateral Agent in connection with to any amendments to corresponding security documents creating Prior Liens; provided, however that such amendment does not affect the rights, duties, protections, indemnities, immunities or obligations provision of the Trustee or “Description of the Collateral Agent. (b) Notes” section of the Offering Memorandum. Upon the request of the CompanyCompany 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 or Collateral Agent, as applicable, of the documents described in Section 16.04 and Section 12.06hereof, the Trustee or Collateral Agent shall join with the Company and each the Subsidiary Guarantor Guarantors in the execution of any amendment amended or supplement supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee and the Collateral Agent shall not be obligated to enter into such amendment amended or supplement supplemental indenture that affects its own rights, duties, protections, obligations, indemnities 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 Subsidiary Guarantor under this Indenture upon execution and delivery by such Subsidiary Guarantor and the Trustee of a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, and delivery of an Officers’ Certificate.

Without Consent of Holders of Notes. (a) Notwithstanding Section 12.029.02 hereof, the CompanyIssuer, any Subsidiary Guarantor and (with respect to a Guarantee or this Indenture) the Trustee and the Second Lien Collateral Agent may modify, amend or supplement or amend this Indenture, the NotesIntercreditor Agreement (if then in effect), the Security Documents and Documents, any Guarantee or the Intercreditor Agreement Notes without the consent of any Holder of a Note toHolder: (1) to cure any ambiguity, omission, defectmistake, mistake defect or inconsistency; (2) provide for the assumption by a successor of the obligations of the Company or any Subsidiary Guarantor under this Indenture, the Security Documents and the Intercreditor Agreement in accordance with the applicable provisions thereof; (3) to provide for uncertificated Notes in addition to or in place of certificated Notes Notes; (provided, however that the uncertificated Notes are issued in registered form for purposes of 3) to comply with Section 163(f) of the Code)5.01 hereof; (4) add guarantors to provide for the assumption of the Issuer’s or Collateral with respect any Guarantor’s obligations to the NotesHolders by any Successor Company or Successor Person, including Subsidiary Guarantors, or release a Subsidiary Guarantor from its Subsidiary Guarantee and terminate such Subsidiary Guarantee or terminate a Lien securing the Notes; provided, however that the release and termination is in accordance with the applicable provisions of this Indentureas applicable; (5) secure to make any change that would provide any additional rights or benefits to the Notes Holders (including to expand the Collateral) or Subsidiary Guaranteesthat does not materially adversely affect the legal rights under this Indenture of any such Holder; (6) to add to the covenants of the Company or a Subsidiary Guarantor for the benefit of the Holders or to surrender any right or power conferred upon the Company Issuer or a Subsidiary any Guarantor; (7) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee, successor Second Lien Collateral Agent or successor Agent thereunder pursuant to the requirements thereof; (8) to add a Subsidiary Guarantor under this Indenture or to secure the Obligations hereunder; (9) to conform the text of this Indenture, the Intercreditor Agreement, the Security Documents, the Guarantees or the Notes to any provision of the “Description of Exchange Notes” section of the Exchange Offer Memorandum as described in an Officer’s Certificate; (10) to make any 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 (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; (8) comply with any requirement of the Commission in connection with the qualification of this Indenture under the TIA; (9) provide for the succession of a successor Trustee; provided, however that the successor Trustee is otherwise qualified and eligible Holders to act as such under this Indenture; (10) make, complete or confirm any grant of Collateral permitted or required by this Indenture or any of the Security Documentstransfer Notes; (11) provide for to release or subordinate Collateral as permitted by this Indenture, the issuance of PIK Interest Notes Security Documents or to increase the outstanding principal amount of the Notes, in each case in accordance with the limitations set forth in this Indenture as of the date hereofIntercreditor Agreement; (12) make any change as provided for in the Intercreditor Agreement[Reserved]; or (13) provide for conversion adjustments in accordance with Article Four in connection with to add additional secured creditors holding First Lien Obligations, Additional Second Lien Obligations or Obligations secured by a Reorganization Event. In addition, Lien junior to the Intercreditor Agreement may be amended in accordance with its terms and without Liens securing the consent of any Holder, the Trustee or the Collateral Agent with the consent of the parties thereto or otherwise in accordance with its terms; provided, however that such amendment does not affect the rights, duties, protections, indemnities, immunities or obligations of the Trustee or the Collateral Agent. The Intercreditor Agreement will also provide that in certain circumstances the Security Documents may be amended automatically without the consent of Holders of Notes, in each case, to the Trustee or the Collateral Agent extent permitted in connection with any amendments to corresponding security documents creating Prior Liens; provided, however that such amendment does not affect the rights, duties, protections, indemnities, immunities or obligations of the Trustee or the Collateral Agentthis Indenture. (b) Upon the request of the Company, and upon receipt by the Trustee or Collateral Agent, as applicable, of the documents described in Section 16.04 and Section 12.06, the Trustee or Collateral Agent shall join with the Company and each Subsidiary Guarantor in the execution of any amendment or supplement authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee and the Collateral Agent shall not be obligated to enter into such amendment or supplement that affects its own rights, duties, protections, obligations, indemnities or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. (a) Notwithstanding Section 12.029.02, the Company, any the Subsidiary Guarantor Guarantors and the Trustee and may amend or supplement this Indenture or the Collateral Agent may modify, supplement or amend this Indenture, the Notes, the Security Documents and the Intercreditor Agreement Notes without the consent of any Holder of a Note to: (1) cure convey, transfer, assign, mortgage or pledge any ambiguity, omission, defect, mistake property or inconsistencyassets to the Trustee as security for the Notes; (2) provide for evidence the succession of another Person to the Company or any Subsidiary Guarantor, or successive successions, and the assumption by a the successor Person of the covenants, agreements and obligations of the Company or any Subsidiary Guarantor under this Indenture, Indenture pursuant to the Security Documents and the Intercreditor Agreement in accordance with the applicable provisions thereofdescribed under Article Five; (3) add to the covenants of the Company and the Subsidiary Guarantors such further covenants, restrictions, conditions or provisions for the protection of the Holders of the Notes; (4) cure any ambiguity or correct or supplement any provision contained in this Indenture that may be defective or inconsistent with any other provision contained in this Indenture, or make such other provisions in regard to matters or questions arising under this Indenture as the Board of Directors may deem necessary or desirable and that shall not materially and adversely affect the interests of the Holders of the Notes; (5) evidence and provide for the acceptance of appointment under this Indenture by a successor Trustee with respect to the Notes and 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 under this Indenture by more than one Trustee pursuant to the requirements of this Indenture; (6) provide for uncertificated Notes in addition to or in place of certificated Notes (Notes; provided, however however, 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; (47) add guarantors or Collateral additional Subsidiary Guarantees with respect to the Notes, including Subsidiary Guarantors, or Notes and release a any Subsidiary Guarantor from its Subsidiary Guarantee and terminate such Subsidiary Guarantee or terminate a Lien securing the Notes; provided, however that the release and termination is in accordance with the applicable provisions of this Indenture; (5) secure 8) provide for the Notes or Subsidiary Guaranteesissuance of Additional Notes; (69) add conform the text of this Indenture or the Notes to any provision of the Description of Notes in the offering memorandum related to the covenants of the Company or a Subsidiary Guarantor for the benefit of the Holders or surrender any right or power conferred upon the Company or a Subsidiary Guarantor;Initial Notes; or (710) make any change that does not adversely affect the rights of any Holder; (8) comply with any requirement of the Commission SEC in connection with the qualification of this Indenture under the TIA; (9) provide for the succession of a successor Trustee; provided, however that the successor Trustee is otherwise qualified and eligible to act as such under this Indenture; (10) make, complete or confirm any grant of Collateral permitted or required by this Indenture or any of the Security Documents; (11) provide for the issuance of PIK Interest Notes or to increase the outstanding principal amount of the Notes, in each case in accordance with the limitations set forth in this Indenture as of the date hereof; (12) make any change as provided for in the Intercreditor Agreement; or (13) provide for conversion adjustments in accordance with Article Four in connection with a Reorganization Event. In addition, the Intercreditor Agreement may be amended in accordance with its terms and without the consent of any Holder, the Trustee or the Collateral Agent with the consent of the parties thereto or otherwise in accordance with its terms; provided, however that such amendment does not affect the rights, duties, protections, indemnities, immunities or obligations of the Trustee or the Collateral Agent. The Intercreditor Agreement will also provide that in certain circumstances the Security Documents may be amended automatically without the consent of Holders of Notes, the Trustee or the Collateral Agent in connection with any amendments to corresponding security documents creating Prior Liens; provided, however that such amendment does not affect the rights, duties, protections, indemnities, immunities or obligations of the Trustee or the Collateral Agent. (b) Upon the request of the Company, Company and upon receipt by the Trustee or Collateral Agent, as applicable, of the documents described in under Section 16.04 and Section 12.069.06 hereof, the Trustee or Collateral Agent shall join with the Company and each the Subsidiary Guarantor Guarantors in the execution of any amendment amended or supplement supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee and the Collateral Agent shall not be obligated to enter into such amendment amended or supplement supplemental indenture that affects its own rights, duties, protections, obligations, indemnities duties or immunities under this Indenture or otherwise. Notwithstanding anything to the contrary contained herein, any supplemental indenture executed pursuant to Section 9.01(a)(7) may be executed by the Company, the Subsidiary Guarantor providing such Subsidiary Guarantee and the Trustee.

Without Consent of Holders of Notes. (a) Notwithstanding Section 12.029.02 hereof, the CompanyIssuer, any Subsidiary Guarantor and (with respect to a Note Guarantee, this Indenture or any Collateral Document or Intercreditor Agreement to which such Guarantor is a party), the Trustee and the Master Collateral Agent (with respect to any Collateral Document or Intercreditor Agreement), subject to the restrictions in the Collateral Agency and Accounts Agreement, may modify, amend or supplement or amend this Indenture, the Notes, this Indenture and any of the Security Collateral Documents and or Intercreditor Agreements (including, for the avoidance of doubt, any exhibit, schedule or other attachment to the Notes, this Indenture or any Collateral Document or Intercreditor Agreement Agreement) without the consent of any Holder of a Note Notes and the Issuer may direct the Trustee and, if applicable, the Master Collateral Agent, and the Trustee and, if applicable, the Master Collateral Agent, shall (upon receipt of the documents contemplated by, and subject to the terms of, the last paragraph of this Section 9.01), enter into an amendment to this Indenture or any of the Collateral Documents or Intercreditor Agreements, as applicable, to: (1i) cure any ambiguity, omission, defect, mistake or inconsistency; (2) provide for effect the assumption by issuance of Additional Notes of a successor of the obligations of the Company or any Subsidiary Guarantor under this Indenture, the Security Documents and the Intercreditor Agreement Series in accordance with the terms of this Indenture and the Collateral Documents, as applicable provisions thereof(including by increasing (but, for the avoidance of doubt, not decreasing), the amount of amortization due and payable with regard to any outstanding Series of Notes); or amend or supplement any Intercreditor Agreement; provided that no such agreement shall amend, modify or otherwise directly and adversely affect the rights or duties of the Trustee or the Master Collateral Agent under this Indenture or any Collateral Document without its prior written consent; (3ii) provide for uncertificated Notes in addition evidence the succession of another Person to Loyalty Co or in place any Guarantor pursuant to a consolidation, merger or conveyance, transfer or lease of certificated Notes (provided, however that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code); (4) add guarantors or Collateral with respect to the Notes, including Subsidiary Guarantors, or release a Subsidiary Guarantor from its Subsidiary Guarantee and terminate such Subsidiary Guarantee or terminate a Lien securing the Notes; provided, however that the release and termination is in accordance with the applicable provisions of assets permitted under this Indenture; (5iii) secure the Notes or Subsidiary Guarantees; (6) add to the covenants of the Company or a Subsidiary Guarantor for the benefit of the Holders or surrender any right or power conferred upon the Company Issuer or a Subsidiary any Guarantor; 131 (iv) add to the covenants such further covenants, restrictions, conditions or provisions for the protection of the Holders of the Notes, and to add any additional Events of Default for the Notes; (7v) (x) to cure any ambiguity, omission, mistake, defect or inconsistency (as reasonably determined in good faith by Alaska), (y) effect administrative changes of a technical or immaterial nature and (z) correct or cure any incorrect cross references or similar inaccuracies and such amendment shall be deemed approved by the Holders if the Holders shall have received at least five (5) Business Days’ prior written notice of such change and the Trustee shall not have received, within five (5) Business Days of the date of such notice to the Holders, a written notice from the Permitted Noteholders of each Series stating that such Permitted Noteholders object to such amendment; (vi) convey, transfer, assign, mortgage or pledge any property to or with the Trustee, or to make any change that does such other provisions in regard to matters or questions arising under this Indenture as shall not adversely affect the rights interests of any Holderholders of Notes; (8) comply with any requirement of the Commission vii) to modify or amend this Indenture in connection with such a manner as to permit the qualification of this Indenture or any supplemental Indenture under the TIATrust Indenture Act as then in effect; (9viii) to add to or change any provisions of this Indenture to such extent as necessary to permit or facilitate the issuance of the Notes of a Series in bearer or uncertificated form, provided that any such action shall not adversely affect the interests of the Holders of Notes of such Series in any material respect; (ix) (A) effect the granting, perfection, protection, expansion or enhancement of any security interest for the benefit of the Senior Secured Parties, in any property or so that the security interests therein comply with applicable requirements of law, (B) as required by local law or advice of counsel to give effect to, or protect any security interest for the benefit of the Senior Secured Parties, in any property or so that the security interests therein comply with applicable requirements of law, or (C) to cure ambiguities, omissions, mistakes or defects (as reasonably determined in good faith by the Issuer with respect to this Indenture or the Collateral Controlling Party (at the direction of the applicable party) in the case of any Collateral Document) or to cause such guarantee, collateral or security document or other document to be consistent with this Indenture and the Collateral Documents; (x) provide additional guarantees for the Notes of any Series; (xi) evidence the release of liens in favor of the Master Collateral Agent in the Collateral in accordance with the terms of this Indenture or the Collateral Documents; 132 (xii) evidence and provide for the succession acceptance of appointment of a separate or 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 this Indenture by more than one Trustee; provided, however that the successor Trustee is otherwise qualified and eligible to act as such under this Indenture;or (10xiii) makeconform any term or provision of the Notes, complete or confirm any grant of Collateral permitted or required by this Indenture the Note Guarantees or any of the Security Documents; (11) provide for Notes Documents to any description of the issuance section “Description of PIK Interest Notes Notes” in the Offering Memorandum to the extent that such provision in the Offering Memorandum was intended to be a verbatim recitation of such term or to increase the outstanding principal amount provision of the Notes, in each case in accordance with the limitations Note Guarantees or any of the Notes Documents, as set forth in this Indenture as of an Officer’s Certificate delivered to the date hereof; (12) make any change as provided for in the Intercreditor Agreement; or (13) provide for conversion adjustments in accordance with Article Four in connection with a Reorganization Event. In addition, the Intercreditor Agreement may be amended in accordance with its terms and without the consent of any Holder, the Trustee or the Collateral Agent with the consent of the parties thereto or otherwise in accordance with its terms; provided, however that such amendment does not affect the rights, duties, protections, indemnities, immunities or obligations of the Trustee or the Collateral Agent. The Intercreditor Agreement will also provide that in certain circumstances the Security Documents may be amended automatically without the consent of Holders of Notes, the Trustee or the Collateral Agent in connection with any amendments to corresponding security documents creating Prior Liens; provided, however that such amendment does not affect the rights, duties, protections, indemnities, immunities or obligations of the Trustee or the Collateral AgentTrustee. (b) Upon the request of the Company, Issuer and upon receipt by the Trustee or and, if applicable, the Master Collateral Agent, as applicable, of the documents described in Section 16.04 and Section 12.069.06 hereof, the Trustee or and the Master Collateral Agent Agent, if applicable, shall join with the Company Issuer and each Subsidiary Guarantor the Guarantors in the execution of any amendment amended or supplement supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but neither the Trustee and nor the Master Collateral Agent shall not be obligated to to, but may in its discretion, enter into such amendment amended or supplement supplemental indenture that affects its own rights, duties, protections, obligations, indemnities 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.

Without Consent of Holders of Notes. (a) Notwithstanding Section 12.029.02 of this Indenture, the Company, any Subsidiary Guarantor the Guarantors, and the Trustee and the Collateral Agent may modify, amend or supplement or amend this Indenture, the Notes, Notes or the Security Collateral Documents and the Intercreditor Agreement without the consent of any Holder of a Note toNote: (1i) to cure any ambiguity, omission, defect, mistake defect or inconsistency; (2ii) provide for the assumption by a successor of the obligations of the Company or any Subsidiary Guarantor under this Indenture, the Security Documents and the Intercreditor Agreement in accordance with the applicable provisions thereof; (3) to provide for uncertificated Notes in addition to or in place of certificated Notes (provided, however that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code)Notes; (4iii) to provide for the assumption of the Company’s or any Guarantor’s obligations to Holders of Notes in the case of a merger or consolidation or sale of all or substantially all of the Company’s or such Guarantor’s assets; (iv) to add guarantors any additional assets as Collateral; (v) to release Collateral from the Lien of the Indenture and the Collateral Documents when permitted or required by the Collateral with respect to Documents or the Notes, including Subsidiary Guarantors, or release a Subsidiary Guarantor from its Subsidiary Guarantee and terminate such Subsidiary Guarantee or terminate a Lien securing the Notes; provided, however that the release and termination is in accordance with the applicable provisions of this Indenture; (5vi) secure upon any amendment, waiver or consent to the Notes First Priority Collateral Documents granting the First Priority Liens on the Collateral, amending, waiving or Subsidiary Guaranteesconsenting to the comparable provisions of the Collateral Documents as and to the extent set forth in the Intercreditor Agreement; (6vii) add to the covenants of the Company or a Subsidiary Guarantor for the benefit of the Holders or surrender any right or power conferred upon the Company or a Subsidiary Guarantor; (7) 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 Holdersuch Holder in any material respect; (8) viii) to comply with any requirement requirements of the Commission in connection with order to effect or maintain the qualification of this Indenture under the TIA; (9) provide for the succession of a successor Trustee; provided, however that the successor Trustee is otherwise qualified and eligible to act as such under this Indenture; (10) make, complete or confirm any grant of Collateral permitted or required by this Trust Indenture or any of the Security Documents; (11) provide for the issuance of PIK Interest Notes or to increase the outstanding principal amount of the Notes, in each case in accordance with the limitations set forth in this Indenture as of the date hereof; (12) make any change as provided for in the Intercreditor AgreementAct; or (13ix) provide for conversion adjustments in accordance with Article Four in connection with a Reorganization Event. In addition, to reflect the Intercreditor Agreement may be amended in accordance with its terms and without the consent release of any Holder, Guarantor from its Notes Guarantee or add any Guarantor pursuant to and in the Trustee or the Collateral Agent with the consent of the parties thereto or otherwise in accordance with its terms; provided, however that such amendment does not affect the rights, duties, protections, indemnities, immunities or obligations of the Trustee or the Collateral Agent. The Intercreditor Agreement will also provide that in certain circumstances the Security Documents may be amended automatically without the consent of Holders of Notes, the Trustee or the Collateral Agent in connection with any amendments to corresponding security documents creating Prior Liens; provided, however that such amendment does not affect the rights, duties, protections, indemnities, immunities or obligations of the Trustee or the Collateral Agentmanner provided by this Indenture. (b) Upon the request of the CompanyCompany 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 or Collateral Agent, as applicable, of the any documents described in requested under Section 16.04 and Section 12.067.02(b) hereof, the Trustee or Collateral Agent shall join with the Company and each Subsidiary Guarantor in the execution of any amendment amended or supplement supplemental Indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee and the Collateral Agent shall not be obligated to enter into such amendment amended or supplement supplemental Indenture that affects its own rights, duties, protections, obligations, indemnities duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. (a) Notwithstanding Section 12.029.02 of this Indenture, the Company, any the Parent Guarantor, the Subsidiary Guarantor Guarantors and the Trustee and the Collateral Agent may modify, amend or supplement or amend this Indenture, the Notes, the Indenture Guarantees, either of the Security Documents and Agreements or either of the Intercreditor Agreement Agreements without the consent of any Holder of a Note toNote: (1a) to cure any ambiguity, omission, defect, mistake defect or inconsistency; (2b) provide for the assumption by a successor of the obligations of the Company or any Subsidiary Guarantor under this Indenture, the Security Documents and the Intercreditor Agreement in accordance with the applicable provisions thereof; (3) to provide for uncertificated Notes in addition to or in place of certificated Notes or to alter the provisions of Article 2 hereof (provided, however including the related definitions) in a manner that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code)does not materially adversely affect any Holder; (4c) add guarantors or Collateral with respect to provide for the assumption of the Company's obligations to the Notes, including Subsidiary Guarantors, or release Holders of the Notes by a Subsidiary Guarantor from its Subsidiary Guarantee and terminate such Subsidiary Guarantee or terminate a Lien securing successor to the Notes; provided, however that the release and termination is in accordance with the applicable provisions of this IndentureCompany pursuant to Article 5 hereof; (5d) secure to make any change that would provide any additional rights or benefits to the Holders of the Notes or Subsidiary Guarantees; (6) add to the covenants of the Company or a Subsidiary Guarantor for the benefit of the Holders or surrender any right or power conferred upon the Company or a Subsidiary Guarantor; (7) make any change that does not adversely affect the legal rights hereunder of any HolderHolder of the Note; (8) e) to comply with any requirement requirements of the Commission SEC or in connection with order to effect or maintain the qualification of this Indenture under the TIA; (9f) provide for the succession of a successor Trustee; provided, however that the successor Trustee is otherwise qualified and eligible to act as such under this Indenture; (10) make, complete or confirm any grant of Collateral permitted or required by this Indenture or any of the Security Documents; (11) provide for the issuance of PIK Interest Additional Notes or to increase the outstanding principal amount of the Notes, in each case in accordance with the limitations set forth in this Indenture as of the date hereof; (12) make any change as provided for in the Intercreditor Agreement; or (13g) provide for conversion adjustments in accordance with Article Four in connection with to add a Reorganization EventSubsidiary Guarantor pursuant to Section 11.05. In addition, the Intercreditor Agreement may be amended in accordance with its terms and without the consent of any Holder, the Trustee or the Collateral Agent with the consent of the parties thereto or otherwise in accordance with its terms; provided, however that such amendment does not affect the rights, duties, protections, indemnities, immunities or obligations of the Trustee or the Collateral Agent. The Intercreditor Agreement will also provide that in certain circumstances the Security Documents may be amended automatically without the consent of Holders of Notes, the Trustee or the Collateral Agent in connection with any amendments to corresponding security documents creating Prior Liens; provided, however that such amendment does not affect the rights, duties, protections, indemnities, immunities or obligations of the Trustee or the Collateral Agent. (b) 57 Upon the request of the Company, the Parent Guarantor and the Subsidiary Guarantors accompanied by a resolution of each of their Boards of Directors authorizing the execution of any such amended or supplemental Indenture, Indenture Guarantee, Security Agreement or Intercreditor Agreement and upon receipt by the Trustee or Collateral Agent, as applicable, of the documents described in Section 16.04 and Section 12.067.02 hereof, the Trustee or Collateral Agent shall join with the Company Company, the Parent Guarantor and each the Subsidiary Guarantor Guarantors in the execution of (or, in the case of any amendment Security Agreement, directing the Collateral Agent to execute) any amended or supplement supplemental Indenture, Indenture Guarantee, Security Agreement or Intercreditor Agreement authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee and the Collateral Agent shall not be obligated to enter into (or, if applicable, direct the Collateral Agent to enter into) such amendment amended or supplement supplemental Indenture, Indenture Guarantee, Security Agreement or Intercreditor Agreement that affects its own rights, duties, protections, obligations, indemnities duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. (a) Notwithstanding Section 12.029.02 of this Indenture, the Company, any the Parent Guarantor, the Subsidiary Guarantor Guarantors and the Trustee and the Collateral Agent may modify, amend or supplement or amend this Indenture, the Notes, the Indenture Guarantees, either of the Security Documents and Agreements or either of the Intercreditor Agreement Agreements without the consent of any Holder of a Note toNote: (1a) to cure any ambiguity, omission, defect, mistake defect or inconsistency; (2b) provide for the assumption by a successor of the obligations of the Company or any Subsidiary Guarantor under this Indenture, the Security Documents and the Intercreditor Agreement in accordance with the applicable provisions thereof; (3) to provide for uncertificated Notes in addition to or in place of certificated Notes or to alter the provisions of Article 2 hereof (provided, however including the related definitions) in a manner that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code)does not materially adversely affect any Holder; (4c) add guarantors or Collateral with respect to provide for the assumption of the Company's obligations to the Notes, including Subsidiary Guarantors, or release Holders of the Notes by a Subsidiary Guarantor from its Subsidiary Guarantee and terminate such Subsidiary Guarantee or terminate a Lien securing successor to the Notes; provided, however that the release and termination is in accordance with the applicable provisions of this IndentureCompany pursuant to Article 5 hereof; (5d) secure to make any change that would provide any additional rights or benefits to the Holders of the Notes or Subsidiary Guarantees; (6) add to the covenants of the Company or a Subsidiary Guarantor for the benefit of the Holders or surrender any right or power conferred upon the Company or a Subsidiary Guarantor; (7) make any change that does not adversely affect the legal rights hereunder of any HolderHolder of the Note; (8) e) to comply with any requirement requirements of the Commission SEC or in connection with order to effect or maintain the qualification of this Indenture under the TIA; (9f) provide for the succession of a successor Trustee; provided, however that the successor Trustee is otherwise qualified and eligible to act as such under this Indenture; (10) make, complete or confirm any grant of Collateral permitted or required by this Indenture or any of the Security Documents; (11) provide for the issuance of PIK Interest Additional Notes or to increase the outstanding principal amount of the Notes, in each case in accordance with the limitations set forth in this Indenture as of the date hereof;; or 57 (12g) make any change as provided for in the Intercreditor Agreement; or (13) provide for conversion adjustments in accordance with Article Four in connection with to add a Reorganization EventSubsidiary Guarantor pursuant to Section 11.05. In addition, the Intercreditor Agreement may be amended in accordance with its terms and without the consent of any Holder, the Trustee or the Collateral Agent with the consent of the parties thereto or otherwise in accordance with its terms; provided, however that such amendment does not affect the rights, duties, protections, indemnities, immunities or obligations of the Trustee or the Collateral Agent. The Intercreditor Agreement will also provide that in certain circumstances the Security Documents may be amended automatically without the consent of Holders of Notes, the Trustee or the Collateral Agent in connection with any amendments to corresponding security documents creating Prior Liens; provided, however that such amendment does not affect the rights, duties, protections, indemnities, immunities or obligations of the Trustee or the Collateral Agent. (b) Upon the request of the Company, the Parent Guarantor and the Subsidiary Guarantors accompanied by a resolution of each of their Boards of Directors authorizing the execution of any such amended or supplemental Indenture, Indenture Guarantee, Security Agreement or Intercreditor Agreement and upon receipt by the Trustee or Collateral Agent, as applicable, of the documents described in Section 16.04 and Section 12.067.02 hereof, the Trustee or Collateral Agent shall join with the Company Company, the Parent Guarantor and each the Subsidiary Guarantor Guarantors in the execution of (or, in the case of any amendment Security Agreement, directing the Collateral Agent to execute) any amended or supplement supplemental Indenture, Indenture Guarantee, Security Agreement or Intercreditor Agreement authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee and the Collateral Agent shall not be obligated to enter into (or, if applicable, direct the Collateral Agent to enter into) such amendment amended or supplement supplemental Indenture, Indenture Guarantee, Security Agreement or Intercreditor Agreement that affects its own rights, duties, protections, obligations, indemnities duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. (a) Notwithstanding Section 12.029.02, the Company, any the Subsidiary Guarantor Guarantors and the Trustee and may amend or supplement this Indenture or the Collateral Agent may modify, supplement or amend this Indenture, the Notes, the Security Documents and the Intercreditor Agreement Notes either series without the consent of any Holder of a Note of such series to: (1) cure convey, transfer, assign, mortgage or pledge any ambiguity, omission, defect, mistake property or inconsistencyassets to the Trustee as security for the Notes; (2) provide for evidence the succession of another Person to the Company or any Subsidiary Guarantor, or successive successions, and the assumption by a the successor Person of the covenants, agreements and obligations of the Company or any Subsidiary Guarantor under this Indenture, Indenture pursuant to the Security Documents and the Intercreditor Agreement in accordance with the applicable provisions thereofdescribed under Article Five; (3) add to the covenants of the Company and the Subsidiary Guarantors such further covenants, restrictions, conditions or provisions for the protection of the Holders of the Notes; (4) cure any ambiguity or correct or supplement any provision contained in this Indenture that may be defective or inconsistent with any other provision contained in this Indenture, or make such other provisions in regard to matters or questions arising under this Indenture as the Board of Directors may deem necessary or desirable and that shall not materially and adversely affect the interests of the Holders of the Notes; (5) evidence and provide for the acceptance of appointment under this Indenture by a successor Trustee with respect to the Notes and 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 under this Indenture by more than one Trustee pursuant to the requirements of this Indenture; (6) provide for uncertificated Notes of such series in addition to or in place of certificated Notes (Notes; provided, however however, 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; (47) add guarantors or Collateral additional Subsidiary Guarantees with respect to the Notes, including Subsidiary Guarantors, or Notes and release a any Subsidiary Guarantor from its Subsidiary Guarantee and terminate such Subsidiary Guarantee or terminate a Lien securing the Notes; provided, however that the release and termination is in accordance with the applicable provisions of this Indenture; (5) secure 8) provide for the Notes or Subsidiary Guaranteesissuance of Additional Notes; (69) add conform the text of this Indenture or the Notes to any provision of the Description of Notes in the offering memorandum related to the covenants of the Company or a Subsidiary Guarantor for the benefit of the Holders or surrender any right or power conferred upon the Company or a Subsidiary Guarantor;Initial Notes; or (710) make any change that does not adversely affect the rights of any Holder; (8) comply with any requirement of the Commission SEC in connection with the qualification of this Indenture under the TIA; (9) provide for the succession of a successor Trustee; provided, however that the successor Trustee is otherwise qualified and eligible to act as such under this Indenture; (10) make, complete or confirm any grant of Collateral permitted or required by this Indenture or any of the Security Documents; (11) provide for the issuance of PIK Interest Notes or to increase the outstanding principal amount of the Notes, in each case in accordance with the limitations set forth in this Indenture as of the date hereof; (12) make any change as provided for in the Intercreditor Agreement; or (13) provide for conversion adjustments in accordance with Article Four in connection with a Reorganization Event. In addition, the Intercreditor Agreement may be amended in accordance with its terms and without the consent of any Holder, the Trustee or the Collateral Agent with the consent of the parties thereto or otherwise in accordance with its terms; provided, however that such amendment does not affect the rights, duties, protections, indemnities, immunities or obligations of the Trustee or the Collateral Agent. The Intercreditor Agreement will also provide that in certain circumstances the Security Documents may be amended automatically without the consent of Holders of Notes, the Trustee or the Collateral Agent in connection with any amendments to corresponding security documents creating Prior Liens; provided, however that such amendment does not affect the rights, duties, protections, indemnities, immunities or obligations of the Trustee or the Collateral Agent. (b) Upon the request of the Company, Company and upon receipt by the Trustee or Collateral Agent, as applicable, of the documents described in under Section 16.04 and Section 12.069.06 hereof, the Trustee or Collateral Agent shall join with the Company and each the Subsidiary Guarantor Guarantors in the execution of any amendment amended or supplement supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee and the Collateral Agent shall not be obligated to enter into such amendment amended or supplement supplemental indenture that affects its own rights, duties, protections, obligations, indemnities duties or immunities under this Indenture or otherwise. Notwithstanding anything to the contrary contained herein, any supplemental indenture executed pursuant to Section 9.01(a)(7) may be executed by the Company, the Subsidiary Guarantor providing such Subsidiary Guarantee and the Trustee.

Without Consent of Holders of Notes. (a) Notwithstanding Section 12.029.02 of this Indenture, the CompanyIssuers, any Subsidiary Guarantor and the Guarantors, the Trustee and the Collateral Agent Trustee, as applicable, may modify, amend or supplement or amend this Indenture, the Notes, the Security any Senior Secured Lien Collateral Documents and the Intercreditor Agreement or other Senior Secured Lien Document without the consent of any Holder of a Note toNote: (1a) to cure any ambiguity, omission, defect, mistake defect or inconsistency; (2b) provide for the assumption by a successor of the obligations of the Company or any Subsidiary Guarantor under this Indenture, the Security Documents and the Intercreditor Agreement in accordance with the applicable provisions thereof; (3) to provide for uncertificated Notes in addition to or in place of certificated Notes (provided, however that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code)Notes; (4c) add guarantors or Collateral with respect to provide for the assumption of an Issuer’s obligations to the Notes, including Subsidiary Guarantors, or release a Subsidiary Guarantor from its Subsidiary Guarantee and terminate such Subsidiary Guarantee or terminate a Lien securing the Notes; provided, however that the release and termination is in accordance with the applicable provisions Holders of this IndentureNotes pursuant to Article 5 hereof; (5d) secure to make any change that would provide any additional rights or benefits to the Holders of the Notes or Subsidiary Guarantees; (6) add to the covenants of the Company or a Subsidiary Guarantor for the benefit of the Holders or surrender any right or power conferred upon the Company or a Subsidiary Guarantor; (7) make any change that does not adversely affect the legal rights under this Indenture or the Senior Secured Lien Documents of any Holder; (8) comply with any requirement e) to secure the Notes or the Subsidiary Guarantees pursuant to the requirements of Section 4.12, the Commission in connection with the qualification of this Indenture under the TIAapplicable Senior Secured Lien Documents or otherwise; (9f) provide for the succession of a successor Trustee; provided, however that the successor Trustee is otherwise qualified and eligible to act as such under this Indenture[reserved]; (10g) to add any additional Guarantor with respect to the Notes or to evidence the release of any Guarantor from its Subsidiary Guarantee in accordance with Article 10 hereof and the applicable Senior Secured Lien Documents; (h) add property or assets of any Issuer or any Guarantor to constitute Collateral or to make, complete or confirm any grant of Liens on Collateral permitted or required by this Indenture or any of the Security Senior Secured Lien Collateral Documents; (11i) to evidence or provide for the issuance acceptance of PIK Interest Notes or to increase the outstanding principal amount of the Notes, in each case in accordance with the limitations set forth in this Indenture as of the date hereof; (12) make any change as provided for in the Intercreditor Agreement; or (13) provide for conversion adjustments in accordance with Article Four in connection with a Reorganization Event. In addition, the Intercreditor Agreement may be amended in accordance with its terms and without the consent of any Holder, the Trustee or the Collateral Agent with the consent of the parties thereto or otherwise in accordance with its terms; provided, however that such amendment does not affect the rights, duties, protections, indemnities, immunities or obligations of the Trustee or the Collateral Agent. The Intercreditor Agreement will also provide that in certain circumstances the Security Documents may be amended automatically without the consent of Holders of Notes, the Trustee or the Collateral Agent in connection with any amendments to corresponding security documents creating Prior Liens; provided, however that such amendment does not affect the rights, duties, protections, indemnities, immunities or obligations of the Trustee or the Collateral Agent. (b) Upon the request of the Company, and upon receipt by the Trustee or Collateral Agent, as applicable, of the documents described in Section 16.04 and Section 12.06, the Trustee or Collateral Agent shall join with the Company and each Subsidiary Guarantor in the execution of any amendment or supplement authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee and the Collateral Agent shall not be obligated to enter into such amendment or supplement that affects its own rights, duties, protections, obligations, indemnities or immunities appointment under this Indenture or otherwise.of a successor Trustee;

Without Consent of Holders of Notes. (a) Notwithstanding Section 12.029.02 hereof, the Company, any Subsidiary the Guarantors (except that no existing Guarantor need execute a supplemental indenture substantially in the form of Exhibit F hereto pursuant to clause (8) of this Section 9.01) and the Trustee and may amend or supplement this Indenture or the Collateral Agent may modify, supplement Notes or amend this Indenture, the Notes, the Security Documents and the Intercreditor Agreement Note Guarantees without the consent of any Holder of a Note to: (1) cure any ambiguity, omission, defect, mistake defect or inconsistency; (2) provide for the assumption by a successor of the obligations of the Company or any Subsidiary Guarantor under this Indenture, the Security Documents and the Intercreditor Agreement in accordance with the applicable provisions thereof; (3) provide for uncertificated Notes in addition to or in place of certificated Notes Notes; (provided, however that 3) provide for the uncertificated Notes are issued in registered form for purposes of Section 163(f) assumption of the Code)Company’s or a Guarantor’s obligations to Holders and Note Guarantees by a successor to the Company or such Guarantor pursuant to Article 5 or Article 11 hereof; (4) add guarantors or Collateral with respect to the Notes, including Subsidiary Guarantors, or release a Subsidiary Guarantor from its Subsidiary Guarantee and terminate such Subsidiary Guarantee or terminate a Lien securing the Notes; provided, however that the release and termination is in accordance with the applicable provisions of this Indenture; (5) secure the Notes or Subsidiary Guarantees; (6) add to the covenants of the Company or a Subsidiary Guarantor for the benefit of the Holders or surrender any right or power conferred upon the Company or a Subsidiary Guarantor; (7) make any change that would provide any additional rights or benefits to Holders or that does not adversely affect the legal rights hereunder of any Holder; (8) 5) comply with any requirement requirements of the Commission SEC in connection with order to effect or maintain the qualification of this Indenture under the TIA; (96) provide for conform the succession text of this Indenture, the Note Guarantees or the Notes to any provision of the “Description of Notes” section of the Company’s Offering Memorandum, to the extent that such provision in that “Description of Notes” was intended to be a verbatim recitation of a successor Trustee; provided, however that the successor Trustee is otherwise qualified and eligible to act as such under provision of this Indenture, the Note Guarantees or the Notes; (10) make, complete or confirm any grant of Collateral permitted or required by this Indenture or any of the Security Documents; (117) provide for the issuance of PIK Interest Additional Notes or to increase the outstanding principal amount of the Notes, in each case in accordance with the limitations set forth in this Indenture as of the date hereofof this Indenture; (12) make 8) allow any change as provided for in Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Intercreditor AgreementNotes; or (139) evidence and provide for conversion adjustments in accordance with Article Four in connection with the acceptance of appointment under this Indenture of a Reorganization Eventsuccessor Trustee. In addition, the Intercreditor Agreement may be amended in accordance with its terms and without the consent of any Holder, the Trustee or the Collateral Agent with the consent of the parties thereto or otherwise in accordance with its terms; provided, however that such amendment does not affect the rights, duties, protections, indemnities, immunities or obligations of the Trustee or the Collateral Agent. The Intercreditor Agreement will also provide that in certain circumstances the Security Documents may be amended automatically without the consent of Holders of Notes, the Trustee or the Collateral Agent in connection with any amendments to corresponding security documents creating Prior Liens; provided, however that such amendment does not affect the rights, duties, protections, indemnities, immunities or obligations of the Trustee or the Collateral Agent. (b) Upon the request of the Company, Company and upon receipt by the Trustee or Collateral Agent, as applicable, of the documents described in Section 16.04 and Section 12.067.02 hereof, the Trustee or Collateral Agent shall will join with the Company and each Subsidiary Guarantor and, if applicable, the Guarantors in the execution of any amendment amended or supplement supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee and the Collateral Agent shall will not be obligated to enter into such amendment amended or supplement supplemental indenture that affects its own rights, duties, protections, obligations, indemnities duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. (a) Notwithstanding Section 12.029.02 of this Indenture, the Company, any the Subsidiary Guarantor Guarantors and the Trustee and the Collateral Agent may modify, amend or supplement or amend this Indenture, the Notes, Notes or the Security Documents and the Intercreditor Agreement Subsidiary Guarantees without the consent of any Holder of a Note to: (1a) cure any ambiguity, omission, defect, mistake defect or inconsistency; (2) provide for the assumption by a successor of the obligations of the Company or any Subsidiary Guarantor under this Indenture, the Security Documents and the Intercreditor Agreement in accordance with the applicable provisions thereof; (3b) provide for uncertificated Notes in addition to or in place of certificated Notes (provided, however that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code)Notes; (4c) add guarantors or Collateral with respect to provide for the Notes, including Subsidiary Guarantors, or release assumption by a Subsidiary Guarantor from its Subsidiary Guarantee and terminate such Subsidiary Guarantee or terminate a Lien securing successor corporation of the Notes; provided, however that the release and termination is in accordance with the applicable provisions of this Indenture; (5) secure the Notes or Subsidiary Guarantees; (6) add to the covenants obligations of the Company or Subsidiary Guarantors under the Notes, this Indenture and/or a Subsidiary Guarantor for Guarantee in the benefit case of a merger or consolidation or sale of all or substantially all of the Holders Company’s assets or surrender any right or power conferred upon the Company or assets of a Subsidiary Guarantor; (7d) make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder of any such Holder; (8) e) make any change to comply with any requirement of the Commission SEC in connection with order to effect or maintain the qualification of this Indenture under the TIA; (9f) provide add covenants for the succession benefit of the Holders or to surrender any right or power conferred upon the Company or any Subsidiary Guarantors; (g) add a successor Trustee; provided, however that the successor Trustee is otherwise qualified and eligible to act as such Subsidiary Guarantor under this Indenture; (10h) makeconform the text of this Indenture, complete the Subsidiary Guarantees or confirm the Notes to any grant of Collateral permitted or required by this Indenture or any provision of the Security DocumentsDescription of the Notes to the extent that such provision in the Description of the Notes was intended to be a verbatim recitation of a provision of this Indenture, the Subsidiary Guarantee or the Notes; (11i) provide for the issuance of PIK Interest additional Notes or to increase the outstanding principal amount of the Notes, in each case in accordance with the limitations as set forth in this Indenture as of the date hereofIndenture; (12j) make provide for a successor trustee in accordance with the terms of the Indenture or to otherwise comply with any change as provided for in requirement of the Intercreditor AgreementIndenture; or (13k) provide for conversion adjustments in accordance comply with Article Four in connection with a Reorganization Event. In addition, the Intercreditor Agreement may be amended in accordance with its terms and without the consent rules of any Holder, the Trustee or the Collateral Agent with the consent of the parties thereto or otherwise in accordance with its terms; provided, however that such amendment does not affect the rights, duties, protections, indemnities, immunities or obligations of the Trustee or the Collateral Agentapplicable securities depositary. The Intercreditor Agreement will also provide that in certain circumstances the Security Documents may be amended automatically without the consent of Holders of Notes, the Trustee or the Collateral Agent in connection with any amendments to corresponding security documents creating Prior Liens; provided, however that such amendment does not affect the rights, duties, protections, indemnities, immunities or obligations of the Trustee or the Collateral Agent. (b) Upon the request of the CompanyCompany accompanied by a Board Resolution of the Board of Directors authorizing the execution of any such amended or supplemental Indenture, and upon receipt by the Trustee or Collateral Agent, as applicable, of the documents described in Section 16.04 and Section 12.067.02 hereof, the Trustee or Collateral Agent shall join with the Company and each Subsidiary Guarantor in the execution of any amendment amended or supplement supplemental Indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee and the Collateral Agent shall not be obligated to enter into such amendment amended or supplement supplemental Indenture that affects its own rights, duties, protections, obligations, indemnities duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. (a) Notwithstanding Section 12.029.02, the Company, any Subsidiary Guarantor and the Trustee and the Collateral Agent may modify, supplement or amend this Indenture, Indenture or the Notes, the Security Documents and the Intercreditor Agreement Notes without the consent of any Holder of a Note to: (1) cure any ambiguity, omission, defect, mistake or inconsistency; (2) provide for the assumption by a successor of the obligations of the Company or any Subsidiary Guarantor under this Indenture, the Security Documents and the Intercreditor Agreement Indenture in accordance with the applicable provisions thereofof this Indenture; (3) provide for uncertificated Notes in addition to or in place of certificated Notes (provided, however provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code); (4) add guarantors or Collateral with respect to the Notes, including Subsidiary Guarantors, or release a Subsidiary Guarantor from its Subsidiary Guarantee and terminate such Subsidiary Guarantee or terminate a Lien securing the NotesGuarantee; provided, however provided that the release and termination is in accordance with the applicable provisions of this Indenture; (5) secure the Notes or Subsidiary Guarantees; (6) add to the covenants of the Company or a Subsidiary Guarantor for the benefit of the Holders or surrender any right or power conferred upon the Company or a Subsidiary Guarantor; (7) make any change that does not adversely affect the rights of any Holder; provided, however, that any change to conform this Indenture to the “Description of Notes” in the Offering Memorandum will not be deemed to adversely affect such legal rights; (8) comply with any requirement of the Commission in connection with the qualification of this Indenture under the TIA;Trust Indenture Act; or (9) provide for the succession of a successor Trustee; provided, however provided that the successor Trustee is otherwise qualified and eligible to act as such under this Indenture; (10) make, complete or confirm any grant of Collateral permitted or required by this Indenture or any of the Security Documents; (11) provide for the issuance of PIK Interest Notes or to increase the outstanding principal amount of the Notes, in each case in accordance with the limitations set forth in this Indenture as of the date hereof; (12) make any change as provided for in the Intercreditor Agreement; or (13) provide for conversion adjustments in accordance with Article Four in connection with a Reorganization Event. In addition, the Intercreditor Agreement may be amended in accordance with its terms and without the consent of any Holder, the Trustee or the Collateral Agent with the consent of the parties thereto or otherwise in accordance with its terms; provided, however that such amendment does not affect the rights, duties, protections, indemnities, immunities or obligations of the Trustee or the Collateral Agent. The Intercreditor Agreement will also provide that in certain circumstances the Security Documents may be amended automatically without the consent of Holders of Notes, the Trustee or the Collateral Agent in connection with any amendments to corresponding security documents creating Prior Liens; provided, however that such amendment does not affect the rights, duties, protections, indemnities, immunities or obligations of the Trustee or the Collateral Agent. (b) Upon the request of the Company, and upon receipt by the Trustee or Collateral Agent, as applicable, of the documents described in Section 16.04 12.04 and Section 12.069.06, the Trustee or Collateral Agent shall join with the Company and each Subsidiary Guarantor in the execution of any amendment amended or supplement supplemental Indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee and the Collateral Agent shall not be obligated to enter into such amendment amended or supplement supplemental Indenture that affects its own rights, duties, protections, obligations, indemnities duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. (a) Notwithstanding Section 12.02, the Company, any Subsidiary Guarantor and the Trustee and the Collateral Agent may modify, supplement or amend ‎Section 9.02 of this Indenture, the Notes, the Security Documents and the Intercreditor Agreement without the consent of any Holder of a Note toNotes, the Issuers, the Guarantors and the Trustee may amend or supplement this Indenture, the Notes or the Subsidiary Guarantees: (1a) to cure any ambiguity, omission, defect, mistake defect or inconsistency; (2b) provide for the assumption by a successor of the obligations of the Company or any Subsidiary Guarantor under this Indenture, the Security Documents and the Intercreditor Agreement in accordance with the applicable provisions thereof; (3) to provide for uncertificated Notes in addition to or in place of certificated Notes (provided, however that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code)Notes; (4c) add guarantors to provide for the assumption of an Issuer’s or Collateral with respect a Guarantor’s obligations to Holders of the Notes and Subsidiary Guarantees in the case of a merger or consolidation or disposition of all or substantially all of such Issuer’s or such Guarantor’s properties or assets, as applicable; (d) to make any change that would provide any additional rights or benefits to the NotesHolders of the Notes or that does not adversely affect the legal rights under this Indenture of any Holder, including provided that any change to conform this Indenture to the Offering Memorandum will be deemed not to adversely affect such legal rights; (e) to secure the Notes or the Subsidiary Guarantors, or release a Subsidiary Guarantor from its Subsidiary Guarantee and terminate such Subsidiary Guarantee or terminate a Lien securing Guarantees pursuant to the Notes; provided, however that requirements of ‎Section 4.12 hereof; (f) to provide for the release and termination is issuance of Additional Notes in accordance with the applicable provisions Sections ‎2.02 and ‎4.09 of this Indenture; (5g) secure to add any additional Guarantor or to evidence the Notes or release of any Guarantor from its Subsidiary GuaranteesGuarantee, in each case as provided in this Indenture; (6h) add to the covenants of the Company evidence or a Subsidiary Guarantor provide for the benefit acceptance of the Holders or surrender any right or power conferred upon the Company or appointment under this Indenture of a Subsidiary Guarantorsuccessor Trustee; (7i) make any change that does not adversely affect to release Liens securing the rights Notes in accordance with the last paragraph of ‎Section 4.12 hereof or to confirm and evidence such release or the termination or discharge of any Holder;such Lien; or (8) j) to comply with any requirement requirements of the Commission SEC in connection with order to effect or maintain the qualification of this Indenture under the TIA; (9) provide for the succession of a successor Trustee; provided, however that the successor Trustee is otherwise qualified and eligible to act as such under this Indenture; (10) make, complete or confirm any grant of Collateral permitted or required by this Indenture or any of the Security Documents; (11) provide for the issuance of PIK Interest Notes or to increase the outstanding principal amount of the Notes, in each case in accordance with the limitations set forth in this Indenture as of the date hereof; (12) make any change as provided for in the Intercreditor Agreement; or (13) provide for conversion adjustments in accordance with Article Four in connection with a Reorganization Event. In addition, the Intercreditor Agreement may be amended in accordance with its terms and without the consent of any Holder, the Trustee or the Collateral Agent with the consent of the parties thereto or otherwise in accordance with its terms; provided, however that such amendment does not affect the rights, duties, protections, indemnities, immunities or obligations of the Trustee or the Collateral Agent. The Intercreditor Agreement will also provide that in certain circumstances the Security Documents may be amended automatically without the consent of Holders of Notes, the Trustee or the Collateral Agent in connection with any amendments to corresponding security documents creating Prior Liens; provided, however that such amendment does not affect the rights, duties, protections, indemnities, immunities or obligations of the Trustee or the Collateral Agent. (b) Upon the request of the CompanyIssuers, and upon receipt by the Trustee or Collateral Agent, as applicable, of the documents described in Section 16.04 and Section 12.069.06 hereof, the Trustee or Collateral Agent shall will join with the Company Issuers and each Subsidiary Guarantor the Guarantors in the execution of any amendment amended or supplement supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee and the Collateral Agent shall will not be obligated to enter into such amendment amended or supplement supplemental indenture that affects its own rights, duties, protections, obligations, indemnities duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. (a) Notwithstanding Section 12.029.02 of this Indenture, the Company, any Subsidiary Guarantor the Guarantors and the Trustee and the Collateral Agent may modify, amend or supplement or amend this Indenture, the Notes, Subsidiary Guarantees or the Security Documents and the Intercreditor Agreement Notes without the consent of any Holder of a Note toNote: (1a) to cure any ambiguity, omission, defect, mistake defect or inconsistency; (2b) to provide for the assumption by a successor of the obligations of the Company or any Subsidiary Guarantor under this Indenture, the Security Documents and the Intercreditor Agreement in accordance with the applicable provisions thereof; (3) provide for uncertificated Global Notes in addition to or in place of certificated Definitive Notes or to alter the provisions of Article 2 hereof (provided, however including the related definitions) in a manner that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code)does not materially adversely affect any Holder; (4c) add guarantors to provide for the assumption of the Company’s, or Collateral with respect any Guarantor’s, obligations to the Holders of the Notes by a successor to the Company or a Guarantor pursuant to Article 5 or Article 11 hereof; (d) to make any change that would provide any additional rights or benefits to the Holders of the Notes, including providing additional Subsidiary GuarantorsGuarantees, or release a Subsidiary Guarantor from its Subsidiary Guarantee and terminate such Subsidiary Guarantee or terminate a Lien securing the Notes; provided, however that the release and termination is in accordance with the applicable provisions of this Indenture; (5) secure the Notes or Subsidiary Guarantees; (6) add to the covenants of the Company or a Subsidiary Guarantor for the benefit of the Holders or surrender any right or power conferred upon the Company or a Subsidiary Guarantor; (7) make any change that does not adversely affect the legal rights hereunder of any HolderHolder of a Note; (8) e) to comply with any requirement requirements of the Commission in connection with order to effect or maintain the qualification of this Indenture under the TIA; (9f) provide for the succession of a successor Trustee; provided, however that the successor Trustee is otherwise qualified and eligible to act as such under this Indenture; (10) make, complete or confirm any grant of Collateral permitted or required by this Indenture or any of the Security Documents; (11) provide for the issuance of PIK Interest Additional Notes or to increase the outstanding principal amount of the Notes, in each case in accordance with the limitations set forth in this Indenture as of the date hereof; (12g) make to allow any change as provided for in Guarantor to execute a supplemental indenture and/or a Subsidiary Guarantee with respect to the Intercreditor AgreementNotes; or (13h) provide for conversion adjustments in accordance with Article Four in connection with a Reorganization Eventto release any Guarantor from any of its obligations under its Subsidiary Guarantee or this Indenture (to the extent permitted by this Indenture). In addition, the Intercreditor Agreement may be amended in accordance with its terms and without the consent of any Holder, the Trustee or the Collateral Agent with the consent of the parties thereto or otherwise in accordance with its terms; provided, however that such amendment does not affect the rights, duties, protections, indemnities, immunities or obligations of the Trustee or the Collateral Agent. The Intercreditor Agreement will also provide that in certain circumstances the Security Documents may be amended automatically without the consent of Holders of Notes, the Trustee or the Collateral Agent in connection with any amendments to corresponding security documents creating Prior Liens; provided, however that such amendment does not affect the rights, duties, protections, indemnities, immunities or obligations of the Trustee or the Collateral Agent. (b) Upon the request of the CompanyCompany 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 or Collateral Agent, as applicable, of the documents described in Section 16.04 and Section 12.067.02 hereof, the Trustee or Collateral Agent shall join with the Company and each Subsidiary Guarantor the Guarantors in the execution of any amendment amended or supplement supplemental Indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee and the Collateral Agent shall not be obligated to enter into such amendment amended or supplement supplemental Indenture that affects its own rights, duties, protections, obligations, indemnities duties or immunities under this Indenture or otherwise.