Common use of Without Consent of Holders Clause in Contracts

Without Consent of Holders. The Company and the Trustee may amend or supplement this Indenture and the Notes and the Subsidiary Guarantees issued hereunder without notice to or consent of any Holder: (1) to cure any ambiguity, omission, defect or inconsistency; (2) to comply with Article V of this Indenture in respect of the assumption by a Successor Company, as the case may be, of the obligations of the Company or any Subsidiary Guarantor under this Indenture, the Notes and the Subsidiary Guarantees issued hereunder; (3) to provide for uncertificated Notes in addition to or in place of certificated Notes; provided, however, that such uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code; (4) to add Guarantees with respect to the Notes or release any such Guarantees in accordance with the applicable provisions of this Indenture; (5) to add to the covenants of the Company and its Subsidiaries for the benefit of the Holders or to surrender any right or power herein conferred upon the Company or its Subsidiaries; (6) to conform the text of this Indenture, any Subsidiary Guarantees or the Notes to the “Description of Notes” in the Offering Memorandum; (7) to secure the Notes and any Subsidiary Guarantee; (8) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, 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; (9) to evidence and provide for the acceptance of appointment by a successor ▇▇▇▇▇▇▇; provided that the successor Trustee is otherwise qualified and eligible to act as such under the terms of this Indenture; (10) to provide for or confirm the issuance of Additional Notes; and (11) to make any change that does not adversely affect the rights of any Holder of the Notes. After an amendment under this Section 9.01 becomes effective, the Company shall mail to Holders a notice briefly describing such amendment. However, the failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.01.

Without Consent of Holders. The Company and the Trustee may amend or supplement this Indenture and or the Notes and the Subsidiary Guarantees issued hereunder of a series without notice to or consent of any HolderNoteholder of such series: (1a) to cure any ambiguity, omission, defect or inconsistency; (2b) to comply with Article V evidence the succession of this Indenture in respect of another Person to the Company (or any guarantor) and the assumption by a Successor Company, as the case may be, any such successor of the obligations of the Company (or those of any Subsidiary Guarantor under this Indenture, guarantor) in accordance with the Notes and the Subsidiary Guarantees issued hereunderprovisions of Article 5; (3c) to add any additional Events of Default; (d) to add to the covenants of the Company for the benefit of the Holders of all the Notes of such series or to surrender any right or power herein conferred upon the Company; (e) to add one or more guarantees for the benefit of Holders of the Notes of such series or to release one or more guarantees in accordance with this Indenture or any supplemental indenture hereto; (f) add collateral security with respect to the Notes of such series; (g) to add or appoint a successor or separate Trustee or other agent; (h) to provide for the issuance of any Notes or Additional Notes of such series; (i) to comply with any requirements in connection with qualifying this Indenture under the Trust Indenture Act; (j) to comply with the rules of any applicable securities depository; (k) to provide for uncertificated Notes in addition to or in place of certificated Notes; provided, however, that such the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code; (4) to add Guarantees with respect to the Notes or release any such Guarantees in accordance with the applicable provisions of this Indenture; (5) to add to the covenants of the Company and its Subsidiaries for the benefit of the Holders or to surrender any right or power herein conferred upon the Company or its Subsidiaries; (6l) to conform the text provisions of this Indenture, any Subsidiary Guarantees or the Notes Indenture to the “Description of Notes,” “Description of the Notes and Guarantees,” “Description of Debt Securities” and any similar sections of any offering memorandum or prospectus prepared in connection with the Offering Memorandumissuance of the Notes of such series (with the basis for any such amendment pursuant to this clause (l) to be set forth in an Officers’ Certificate); (7m) to secure the Notes and any Subsidiary Guarantee; (8) make changes to make any amendment to the provisions of this Indenture relating applicable only to the transfer and legending another series 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; (9) to evidence and provide for the acceptance of appointment by a successor ▇▇▇▇▇▇▇; provided that the successor Trustee is otherwise qualified and eligible to act as such under the terms of this Indenture; (10) to provide for or confirm the issuance of Additional Notesissuable hereunder; and (11n) to make change any other provision if the change that does not adversely affect the rights interests of any Holder Noteholder of the Notessuch series. After an amendment under this Section 9.01 becomes effective, the Company shall mail to Holders Noteholders of the affected series a notice briefly describing such amendment. However, the The failure to give such notice to all HoldersNoteholders of the affected series, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.01.

Without Consent of Holders. The Company Notwithstanding Section 9.02 of this Indenture, the Company, the Guarantors and the Trustee may amend or supplement this Indenture or the Notes or the Note Guarantees, and the Notes Company and the Subsidiary Guarantees issued hereunder Guarantors, together with the Collateral Agent, may amend or supplement the Security Documents, without notice to or the consent of any Holder: (1) to cure any ambiguity, omission, defect or inconsistency; (2) to comply with Article V of this Indenture in respect of the assumption by a Successor Company, as the case may be, of the obligations of the Company or any Subsidiary Guarantor under this Indenture, the Notes and the Subsidiary Guarantees issued hereunder; (3) to provide for uncertificated Notes in addition to or in place of certificated Notes; provided, however, that such uncertificated Notes are issued in registered form ; (3) to provide for purposes of Section 163(f) the assumption of the CodeCompany’s or a Guarantor’s obligations to the Holders in the case of a merger or consolidation or sale of all or substantially all of the Company’s or such Guarantor’s assets, as applicable; (4) to add Guarantees with respect make any change that would provide any additional rights or benefits to the Notes Holders or release that does not adversely affect the legal rights hereunder of any such Guarantees in accordance with the applicable provisions of this IndentureHolder; (5) to add to the covenants of the Company and its Subsidiaries for the benefit of the Holders or to surrender any right or power herein conferred upon the Company or its Subsidiaries; (6) to conform the text of this Indenture, any Subsidiary Guarantees Indenture or the Notes to any provision of the “Description of Notes” in section of the Offering Memorandum, to the extent that such provision in that “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture or the Notes; (6) to enter into additional or supplemental Security Documents or provide for additional Collateral; (7) to secure make, complete or confirm any grant of Collateral permitted or required by this Indenture or any of the Notes Security Documents or to release Collateral in accordance with the terms of this Indenture and any Subsidiary Guaranteethe Security Documents; (8) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, 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; (9) to evidence and provide for the acceptance and appointment under this Indenture of appointment by successor trustees pursuant to the requirements thereof; (9) to allow any Guarantor to execute a successor ▇▇▇▇▇▇▇supplemental indenture substantially in the form of Exhibit E hereto and/or a joinder to the Guarantee and Collateral Agreement; provided that the successor Trustee is otherwise qualified and eligible to act as such under the terms of this Indenture;or (10) to provide for or confirm the issuance of Additional Notes; and (11) Notes of the same or an additional series in accordance with the limitations set forth in this Indenture as of the date hereof. 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 of the documents described in Section 7.02 hereof, the Trustee will join with the Company and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any change further appropriate agreements and stipulations that does may be therein contained, but the Trustee will not adversely affect the rights of any Holder of the Notes. After an amendment be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Section 9.01 becomes effectiveIndenture or otherwise. In addition, the Company shall mail to Holders a notice briefly describing such amendment. However, the failure to give such notice to all Holdersany release of, or any defect thereinamendment to, shall not impair or affect waiver of, the validity provisions of an amendment this Indenture or any Security Document that has the effect of releasing all or substantially all of the Collateral from the Liens securing the Notes will require the consent of Holders as and only to the extent provided under this Section 9.0110.05 hereof.

Without Consent of Holders. The Company Issuer and the Trustee Trustee, together, may amend or supplement this Indenture and the Notes and the Subsidiary Guarantees issued hereunder Securities without notice to or consent of any HolderSecurityholder: (1) to cure any ambiguity, omission, defect or inconsistencyinconsistency so long as such change does not adversely affect the rights of any Holders in any material respect; (2) to comply evidence the succession in accordance with Article V 5 hereof of this Indenture in respect of another Person to the Issuer or the Company and the assumption by a Successor Company, as the case may be, any such successor of the obligations covenants of the Issuer or the Company or any Subsidiary Guarantor under this Indenture, herein and in the Notes and the Subsidiary Guarantees issued hereunderSecurities; (3) to provide for the issuance of Additional Securities in accordance with the provisions set forth in this Indenture or to provide for uncertificated Notes Securities in addition to or in place of certificated Notes; provided, however, Securities (provided that such the uncertificated Notes Securities are issued in registered form for purposes of Section 163(f) of the Code); (4) to add Guarantees with respect to the Notes or release any such Guarantees in accordance with the applicable provisions of this Indenture; (5) to add to the covenants of the Company and its Subsidiaries for the benefit of the Holders or to surrender any right or power herein conferred upon the Company or its Subsidiaries; (6) to conform the text of this Indenture, any Subsidiary Guarantees or the Notes to the “Description of Notes” in the Offering Memorandum; (7) to secure the Notes and any Subsidiary Guarantee; (8) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, 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; (9) to evidence and provide for the acceptance of appointment by a successor ▇▇▇▇▇▇▇; provided that the successor Trustee is otherwise qualified and eligible to act as such under the terms of this Indenture; (10) to provide for or confirm the issuance of Additional Notes; and (11) to make any change that would provide any additional benefit or rights to the Securityholders or that does not adversely affect the rights of any Holder in any material respect; (5) to add a Guarantor, or to release a Guarantor from its obligations and its Guarantee in accordance with the terms of this Indenture; or (6) to conform any provision of this Indenture, the Securities or the Guarantees to the text of the Notessection entitled “Description of notes” in the Offering Memorandum, to the extent that such provision in this Indenture, the Securities or the Guarantees was intended to be a verbatim recitation of a provision of the section entitled “Description of notes” in the Offering Memorandum as certified to the Trustee in an Officer’s Certificate. After provided that the Issuer has delivered to the Trustee an Opinion of Counsel and an Officer’s Certificate of the Issuer, each stating that such amendment under or supplement complies with the provisions of this Section 9.01 becomes effective9.01. For the avoidance of doubt, no amendment to or deletion of any of the Company shall mail to Holders a notice briefly describing such amendment. However, the failure to give such notice to all Holderscovenants described under Article 4, or any defect thereinaction taken in compliance with the covenants in effect at the time of such action, shall not be deemed to impair or affect any rights of any Holder to receive payment of principal of, or premium, if any, or interest on, the validity Securities or to institute suit for the enforcement of an amendment under this Section 9.01any payment on or with respect to such Holder’s Securities.

Without Consent of Holders. The Company Notwithstanding Section 9.2 of this Indenture, the Issuer, any Guarantor (with respect to its Guarantee or this Indenture) and the Trustee may amend amend, supplement or supplement modify this Indenture and Indenture, any Guarantee, the Notes and the Subsidiary Guarantees issued hereunder Escrow Agreement without notice to or the consent of any Holder: (1) to cure any ambiguity, omission, defect mistake, defect, error or inconsistency, conform any provision to any provision under the heading “Description of the Notes” in the Offering Memorandum with respect to the Notes or reduce the minimum denomination of the Notes; (2) to comply with Article V of this Indenture in respect of provide for the assumption by a Successor Company, as the case may be, successor Person of the obligations of the Company or any Subsidiary a Guarantor under this Indenture, the Notes and the Subsidiary Guarantees issued hereunderany Note Document; (3) to provide for uncertificated Notes in addition to or in place of certificated Notes; provided, however, that such uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code; (4) to add Guarantees with respect to the Notes or release any such Guarantees in accordance with the applicable provisions of this Indenture; (5) to add to the covenants of the Company and its Subsidiaries or provide for a Note Guarantee for the benefit of the Holders or to surrender any right or power herein conferred upon the Company or its Subsidiariesany Restricted Subsidiary; (5) to make any change (including changing the CUSIP or other identifying number on any Notes) that does not adversely affect the rights of any Holder in any material respect; (6) to conform at the text Company’s election, comply with any requirement of the SEC in connection with the qualification of this IndentureIndenture under the TIA, any Subsidiary Guarantees or the Notes to the “Description of Notes” in the Offering Memorandumif such qualification is required; (7) to secure make such provisions as necessary (as determined in good faith by the Notes and any Subsidiary GuaranteeCompany) for the issuance of Additional Notes; (8) provide for any Restricted Subsidiary to provide a Guarantee in accordance with Section 3.2, to add Guarantees with respect to the Notes, to add security to or for the benefit of the Notes, or to confirm and evidence the release, termination, discharge or retaking of any Guarantee or Lien with respect to or securing the Notes when such release, termination, discharge or retaking is provided for under this Indenture; (9) evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee pursuant to the requirements hereof or to provide for the accession by the Trustee to any Note Document; or (10) make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation, including to facilitate the issuance and administration of the Notes; provided, however, that (i) compliance with this Indenture as so amended would not result in the Notes being transferred in violation of the Securities Act or any other applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer Notes in any material respect. Subject to Section 9.2, upon the Notes; (9) to evidence and provide for the acceptance of appointment by a successor ▇▇▇▇▇▇▇; provided that the successor Trustee is otherwise qualified and eligible to act as such under the terms of this Indenture; (10) to provide for or confirm the issuance of Additional Notes; and (11) to make any change that does not adversely affect the rights of any Holder request of the NotesIssuer and upon receipt by the Trustee of the documents described in Section 9.6 and 12.2 hereof, the Trustee will join with the Issuer and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture affects the Trustee’s own rights, duties, liabilities or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will not be obligated to, enter into such amended or supplemental indenture. After an amendment or supplement under this Section 9.01 9.1 becomes effective, the Company Issuer shall mail to Holders a notice briefly describing such amendmentamendment or supplement. However, the The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment or supplement under this Section 9.019.1. The filing of such notice or supplement with the SEC shall constitute the giving of such notice.

Without Consent of Holders. The Company Notwithstanding Section 9.02 hereof, the Issuer, the Guarantor (with respect to the Guarantee) and the Trustee may amend or supplement this Indenture and (including the Guarantee) or the Notes and without the Subsidiary Guarantees issued hereunder without notice to or consent of any Holder: (1) to cure any ambiguity, omission, mistake, defect or inconsistency; (2) to comply with Article V of this Indenture in respect of the assumption by a Successor Company, as the case may be, of the obligations of the Company or any Subsidiary Guarantor under this Indenture, the Notes and the Subsidiary Guarantees issued hereunder; (3) to provide for uncertificated Notes in addition to or in place of certificated Notes; provided, however, that such uncertificated Notes are issued in registered form for purposes of ; (3) to comply with Section 163(f) of the Code5.01 hereof; (4) to add Guarantees with respect provide for the assumption of the Issuer’s or the Guarantor’s obligations to the Notes or release any such Guarantees in accordance with the applicable provisions of this IndentureHolders by a Successor Person; (5) to add make any change that would provide any additional rights or benefits to the Holders or that does not materially adversely affect (as determined in good faith by the Issuer) the legal rights under this Indenture of any such Holder; (6) to add covenants of the Company and its Subsidiaries for the benefit of the Holders or to surrender any right or power herein conferred upon the Company Issuer or its Subsidiariesthe Guarantor; (67) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee hereunder pursuant to the requirements hereof; (8) to add a guarantor under this Indenture or to release a guarantor in accordance with the terms of this Indenture; (9) to conform the text of this Indenture, any Subsidiary Guarantees the Guarantee or the Notes to any provision of the “Description of Notesthe Notes and the Guarantee” in section of the Offering MemorandumMemorandum to the extent that such provision in such section was intended to be a verbatim recitation of a provision of this Indenture, the Guarantee or the Notes, as provided to the Trustee in an Officer’s Certificate; (710) to secure the Notes and any Subsidiary Guarantee; (8) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation, to facilitate the issuance and administration of the Notes; provided, however, provided that (ia) 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 (iib) such amendment does not materially and adversely affect the rights of Holders to transfer the Notes; (911) to evidence and provide for the acceptance issuance of appointment by a successor ▇▇▇▇▇▇▇; provided that the successor Trustee is otherwise qualified and eligible to act as such under Additional Notes in accordance with the terms of this Indenture;; or (1012) to provide for secure the Notes and/or the related Guarantee. Upon the request of the Issuer accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or confirm supplemental indenture, and upon receipt by the issuance Trustee of Additional Notes; and the documents described in Section 7.02 hereof (11to the extent requested by the Trustee), the Trustee shall join with the Issuer and the Guarantor (solely with respect to the Guarantee) in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any change further appropriate agreements and stipulations that does may be therein contained, but the Trustee shall have the right, but not adversely affect the rights of any Holder of the Notes. After an amendment be obligated to, enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Section 9.01 becomes effectiveIndenture or otherwise. Notwithstanding the foregoing, no Opinion of Counsel shall be required in connection with the Company shall mail to Holders addition of a notice briefly describing such amendment. However, the failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment guarantor under this Section 9.01Indenture upon execution and delivery by such guarantor and the Trustee of a supplemental indenture to this Indenture.

Without Consent of Holders. The Company Issuer and the Trustee may amend amend, waive or supplement this Indenture and Indenture, the Guarantees or the Notes and the Subsidiary Guarantees issued hereunder without notice to or consent of any Holder: (1) to cure any ambiguity, omission, defect or inconsistencyprovide for the assumption of the Issuer’s obligations to the Holders pursuant to Section 5.01; (2) to comply with Article V of this Indenture in respect of the assumption by a Successor Company, as the case may be, of the obligations of the Company or any Subsidiary Guarantor under this Indenture, the Notes and the Subsidiary Guarantees issued hereunder; (3) to provide for uncertificated Notes in addition to or in place of certificated Notes; provided; (3) to cure any ambiguity, however, that such uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Codedefect or inconsistency; (4) to add Guarantees with respect release any Guarantor from any of its obligations under its Guarantee or this Indenture (to the Notes or release any such Guarantees in accordance with the applicable provisions of extent permitted by this Indenture); (5) to add to comply with the covenants requirements of the Company and its Subsidiaries for SEC to maintain the benefit qualification of this Indenture under the Holders or to surrender any right or power herein conferred upon the Company or its SubsidiariesTIA; (6) to conform make any other change that does not materially adversely affect the text rights of this Indenture, any Subsidiary Guarantees Holder or the Notes to the “Description of Notes” in the Offering MemorandumTrustee; (7) to secure make any change that would provide any additional rights or benefits to the Notes and Holders or that does not adversely affect in any Subsidiary Guaranteematerial respect the legal rights under this Indenture of any such Holder; (8) to make add any amendment to the provisions of this Indenture relating to the transfer and legending of Notes Person 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 Notesa Guarantor; (9) to evidence and provide for the acceptance of appointment under this Indenture by a successor ▇▇▇▇▇▇▇; provided that the successor Trustee is otherwise qualified and eligible to act as such under the terms of this IndentureTrustee; (10) to provide for or confirm secure all of the issuance of Additional Notes; and; (11) add to the covenants of the Issuer or any Guarantor for the benefit of the Holders; (12) surrender any right or power conferred upon the Issuer or any Guarantor; or (13) conform the text of this Indenture, the Guarantees or the Notes to any provision of the “Description of Notes” contained in the Offering Memorandum to the extent that such provision in the “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Guarantee or the Notes. The Trustee is hereby authorized to join with the Issuer and the Guarantors to amend, waiver or supplement this Indenture if such action is authorized or permitted by the terms of this Indenture and to make any change further appropriate agreements and stipulations which may be required thereby; provided that does the Trustee shall not adversely affect the rights of any Holder of the Notes. After an amendment under be obligated to amend, waiver or supplement this Section 9.01 becomes effectiveIndenture, the Company shall mail to Holders a notice briefly describing if such amendment. However, the failure to give such notice to all Holderswaiver or supplement adversely affects its own rights, duties or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.01immunities hereunder.

Without Consent of Holders. The Company Issuer and the Trustee may amend amend, waive or supplement this Indenture and Indenture, the Note Guarantees or the Notes and the Subsidiary Guarantees issued hereunder without prior notice to or consent of any Holder: (1) to cure any ambiguity, omission, defect provide for the assumption of the Issuer’s or inconsistencya Guarantor’s obligations to the Holders in accordance with Section 5.01; (2) to comply with Article V of this Indenture in respect of the assumption by a Successor Company, as the case may be, of the obligations of the Company or any Subsidiary Guarantor under this Indenture, the Notes and the Subsidiary Guarantees issued hereunder; (3) to provide for uncertificated Notes in addition to or in place of certificated Notes; provided; (3) to cure any ambiguity, however, that such uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Codedefect or inconsistency; (4) to add Guarantees any guarantees with respect to the Notes or Notes, including the Note Guarantees; (5) to release any such Guarantees Guarantor from any of its obligations under its Note Guarantee or this Indenture (to the extent permitted by this Indenture); (6) to comply with any requirement of the SEC in connection with any required qualification of this Indenture under the TIA; (7) to secure the Notes; (8) to provide for the issuance of Additional Notes in accordance with the applicable provisions of set forth in this Indenture; (59) to add to the covenants of the Company and its Subsidiaries Issuer or a Subsidiary for the benefit of the Holders of the Notes or to surrender any right or power herein conferred upon the Company Issuer or its Subsidiariesa Subsidiary; (6) to conform the text of this Indenture, any Subsidiary Guarantees or the Notes to the “Description of Notes” in the Offering Memorandum; (7) to secure the Notes and any Subsidiary Guarantee; (8) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, 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; (910) to evidence and provide for the acceptance of appointment by a successor ▇▇▇▇▇▇▇; provided that trustee with respect to the successor Trustee is otherwise qualified Notes and eligible to act as such under add to or change any of the terms provisions of this Indenture; (10) Indenture as shall be necessary to provide for or confirm facilitate the issuance administration of Additional Notes; andthe trusts thereunder by more than one trustee; (11) to conform the text of this Indenture, the Notes or the Note Guarantees to any provision of the “Description of notes” in the Offering Memorandum to the extent that such provision in the “Description of notes” was intended to be a verbatim recitation of a provision of this Indenture, the Notes or the Note Guarantees; or (12) to make any change that does not materially adversely affect the rights of any Holder hereunder. The Trustee is hereby authorized to join with the Issuer in the execution of any supplemental indenture authorized or permitted by the Notes. After an amendment terms of this Indenture and to make any further appropriate agreements and stipulations which may be therein contained, but the Trustee shall not be obligated to enter into any such supplemental indenture which adversely affects its own rights, duties or immunities under this Section 9.01 becomes effective, the Company shall mail to Holders a notice briefly describing such amendment. However, the failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.01Indenture.

Without Consent of Holders. (a) The Company Parent, the Issuers, the Guarantors and the Trustee Trustee, together, may amend or supplement this Indenture and Indenture, the Notes and or the Subsidiary Guarantees issued hereunder without notice to or consent of any HolderHolder or any other party to this Indenture: (1) to cure any ambiguity, omission, defect or inconsistency; (2) to comply with Article V of this Indenture in respect of provide for the assumption by a Successor Company, as the case may be, successor corporation of the obligations of the Company Parent, the Issuers or any Subsidiary Guarantor under this Indenture, the Notes and the Subsidiary Guarantees issued hereunder; (3) to provide for uncertificated Notes in addition to or in place of certificated Notes; provided, however, that such uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code; (4) to add Guarantees with respect to the Notes or release any such Guarantees in accordance with to secure the applicable provisions of this IndentureNotes; (5) to add to the covenants of the Company and its Subsidiaries Parent, the Issuers or a Restricted Subsidiary for the benefit of the Holders or to surrender any right or power herein conferred upon the Company Parent, the Issuers or its Subsidiariesa Restricted Subsidiary; (6) to conform make any change that does not adversely affect the text rights of this Indentureany Holder, any Subsidiary Guarantees or the Notes as evidenced by an Officer’s Certificate delivered to the “Description of Notes” in the Offering MemorandumTrustee (upon which it may fully rely); (7) to secure comply with any requirement of the Notes and any Subsidiary GuaranteeSEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act; (8) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation, to facilitate the issuance and administration of the Notes; provided, however, that (ia) compliance with this Indenture as so amended would not result in the Notes being transferred in violation of the Securities Act or any other applicable securities law and (iib) such amendment does not materially and adversely affect the rights of Holders to transfer the Notes; (9) to conform the text of this Indenture or the Guarantees or the Notes to any provision of the “Description of Notes” section of the Prospectus; to the extent that such provision in the “Description of Notes” section of the Prospectus was intended to be a substantially verbatim recitation of a provision of this Indenture or the Guarantees or the Notes, as evidenced by an Officer’s Certificate delivered to the Trustee (upon which it may fully rely); (10) to evidence and provide for the acceptance of appointment by a successor ▇▇▇▇▇▇▇; trustee, provided that the successor Trustee trustee is otherwise qualified and eligible to act as such under the terms of this Indenture; (1011) to provide for or confirm a reduction in the minimum denominations of the Notes; (12) to comply with the rules of any applicable securities depositary; or (13) to provide for the issuance of Additional Notes; and (11) to make any change that does not adversely affect Notes and related guarantees in accordance with the rights of any Holder of the Notes. After an amendment under limitations set forth in this Section 9.01 becomes effective, the Company shall mail to Holders a notice briefly describing such amendment. However, the failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.01Indenture.

Without Consent of Holders. (a) The Company Issuer, the Guarantors and the Trustee may amend or supplement this Indenture and or the Notes and the Subsidiary Guarantees issued hereunder without notice to or the consent of any HolderNoteholder: (1) to cure any ambiguity, omission, defect or inconsistency; (2) to comply with Article V evidence the succession of this Indenture in respect of another Person to the Issuer or any Guarantor and the assumption by a Successor Company, as the case may be, any such Person of the obligations of the Company Issuer or any Subsidiary such Guarantor under this Indenture, the Notes and the Subsidiary Guarantees issued hereunder; (3) to add any additional Events of Default; (4) to add to the covenants of the Issuer or any Guarantor for the benefit of the Holders of the Notes or to surrender any right or power herein conferred upon the Issuer or any Guarantor; (5) to add one or more guarantees for the benefit of Holders of the Notes; (6) to evidence the release of any Guarantor from its Guarantee of the Notes in accordance with this Indenture; (7) to add collateral security with respect to the Notes or any Guarantee; (8) to add or appoint a successor or separate Trustee or other agent; (9) to provide for the issuance of any Additional Notes; (10) to provide for uncertificated Notes in addition to or in place of certificated Notes; provided, however, that such 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; (4) to add Guarantees with respect to the Notes or release any such Guarantees in accordance with the applicable provisions of this Indenture; (5) to add to the covenants of the Company and its Subsidiaries for the benefit of the Holders or to surrender any right or power herein conferred upon the Company or its Subsidiaries; (611) to conform the text of this Indenture, any Subsidiary Guarantees or the Notes or any Guarantee to any provision of the “Description of Notes” in section of the Offering MemorandumMemorandum to the extent such provision in such “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Notes or the Guarantees; (712) to secure the Notes and any Subsidiary Guarantee; (8) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation, to facilitate the issuance and administration of the Notes; provided, however, that (ia) compliance with this Indenture as so amended would not result in the Notes being transferred in violation of the Securities Act or any other applicable securities law and (iib) such amendment does not materially and adversely affect the rights of Holders to transfer the Notes; (9) to evidence and provide for the acceptance of appointment by a successor ▇▇▇▇▇▇▇; provided that the successor Trustee is otherwise qualified and eligible to act as such under the terms of this Indenture; (10) to provide for or confirm the issuance of Additional Notes; and (1113) to make any change that if the change does not adversely affect the rights interests of any Holder of the Notes. Noteholder. (b) After an amendment under this Section 9.01 9.1 becomes effective, the Company Issuer shall mail or electronically deliver or cause to Holders be mailed or electronically delivered to Noteholders a notice briefly describing such amendment. However, the The failure to give such notice to all HoldersNoteholders, or any defect therein, shall not impair or affect the validity of an such amendment under this Section 9.019.1.

Without Consent of Holders. The Company Issuers, the Trustee and the Trustee other parties thereto may amend or supplement this Indenture and the any Note Documents with respect to a series of Notes and the Subsidiary Guarantees issued hereunder without notice to or consent of any HolderHolder to: (1) to cure any ambiguity, omission, defect defect, error or inconsistency, conform any provision to the “Description of the Notes and the Note Guarantee” in the Offering Memorandum, or reduce the minimum denomination of the Notes; (2) to comply with Article V of this Indenture in respect of provide for the assumption by a Successor Company, as the case may be, Company or a Successor Parent of the obligations of the Company or Issuers under any Subsidiary Guarantor under Note Document, as permitted by this Indenture, the Notes and the Subsidiary Guarantees issued hereunder; (3) to provide for uncertificated Notes in addition to or in place of certificated Notes; provided, however, Notes (provided that such the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the CodeU.S. federal income tax purposes); (4) to add Guarantees with respect to the Notes or release any such Guarantees in accordance with the applicable provisions of this Indenture; (5) to add to the covenants of the Company and its Subsidiaries or provide for a Guarantee for the benefit of the Holders or to surrender any right or power herein conferred upon the Company or its SubsidiariesIssuers; (65) to conform the text of this Indenture, any Subsidiary Guarantees or the Notes to the “Description of Notes” in the Offering Memorandum; (7) to secure the Notes and any Subsidiary Guarantee; (8) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, 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; (9) to evidence and provide for the acceptance of appointment by a successor ▇▇▇▇▇▇▇; provided that the successor Trustee is otherwise qualified and eligible to act as such under the terms of this Indenture; (10) to provide for or confirm the issuance of Additional Notes; and (11) to make any change that does not adversely affect the rights of any Holder in any material respect; (6) at the Issuers’ election, comply with any requirement of the SEC in connection with the qualification of this Indenture under the TIA, if such qualification is required; (7) make such provisions as are necessary (as determined by an Officer or the Board of Directors in good faith) for the issuance of Additional Notes. After an amendment ; (8) to add Guarantees with respect to the Notes, or to confirm and evidence the release, termination, discharge or retaking of any Guarantee or NXP USA with respect to the Notes when such release, termination, discharge or retaking is provided for under this Section 9.01 becomes effectiveIndenture; (9) provide for the assumption by a Successor Parent of the obligations of the Parent under the Note Guarantee, as permitted by this Indenture; or (10) to evidence and provide for the Company shall mail to Holders a notice briefly describing such amendment. However, the failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment acceptance and appointment under this Section 9.01Indenture of a successor Trustee pursuant to the requirements thereof or to provide for the accession by the Trustee to any Note Document.

Without Consent of Holders. The Company Notwithstanding Section 9.02, the Company, any Guarantor (with respect to a Guarantee or this Indenture) and the Trustee may amend or supplement this Indenture and any Guarantee or Notes without the Notes and the Subsidiary Guarantees issued hereunder without notice to or consent of any Holder: (1) to cure any ambiguity, omission, mistake, defect or inconsistency; (2) to comply with Article V of this Indenture in respect of the assumption by a Successor Company, as the case may be, of the obligations of the Company or any Subsidiary Guarantor under this Indenture, the Notes and the Subsidiary Guarantees issued hereunder; (3) to provide for uncertificated Notes in addition to or in place of certificated Notes; provided, however, that such uncertificated Notes are issued in registered form for purposes of ; (3) to comply with Section 163(f) of the Code5.01; (4) to add Guarantees with respect provide for the assumption of the Company’s or any Guarantor’s obligations to the Notes or release any such Guarantees in accordance Holders that complies with the applicable provisions terms of this Indenture; (5) to add make any change that would provide any additional rights or benefits to the Holders (including to secure the Notes or the Guarantees) or that does not adversely affect (as determined in good faith by the Company) the legal rights under this Indenture of any such Holder in any material respect; (6) to add covenants of the Company and its Subsidiaries for the benefit of the Holders or to surrender any right or power herein conferred upon the Company or its Subsidiariesany Guarantor; (67) to provide for the issuance of Additional Notes in accordance with the terms of this Indenture; (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 or a parent Guarantee under this Indenture, or to release any such Guarantor or Guarantee if at the time of such release such Guarantor is not otherwise required by this Indenture to be a Guarantor; (10) to conform the text of this Indenture, any Subsidiary the Guarantees or the Notes to any provision of the “Description of Notes” in section of the Offering MemorandumMemorandum 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, the Guarantee or Notes as set forth in an Officer’s Certificate; (711) to secure the Notes and any Subsidiary Guarantee; (8) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, 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;; or (912) at the Company’s election, to evidence and provide for comply with requirements of the acceptance SEC in order to effect or maintain the qualification of appointment this Indenture under the Trust Indenture Act, if applicable (it being agreed that this Indenture need not qualify under the Trust Indenture Act). Upon the request of the Company accompanied by a successor ▇▇▇▇▇▇▇; provided that resolution of its Board authorizing the successor execution of any such amended or supplemental indenture, and upon receipt by the Trustee is otherwise qualified of the documents described in Section 7.02 (to the extent requested by the Trustee and eligible subject to act as such under the last sentence of Section 9.06), the Trustee shall join with the Company and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture; (10) to provide for or confirm the issuance of Additional Notes; and (11) Indenture and to make any change further appropriate agreements and stipulations that does may be therein contained, but the Trustee shall not adversely affect be obligated to enter into such amended or supplemental indenture that affects their own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the rights foregoing, no Opinion of any Holder Counsel nor an Officer’s Certificate, nor a resolution by the Board of the Notes. After an amendment Company or any Guarantor, shall be required in connection with the addition of a Guarantor under this Section 9.01 becomes effectiveIndenture upon execution and delivery by such Guarantor and the Trustee of a supplemental indenture to this Indenture, the Company shall mail to Holders a notice briefly describing such amendment. However, the failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity form of an amendment under this Section 9.01.which is attached as Exhibit D.

Without Consent of Holders. The Company and Without the Trustee may amend or supplement this Indenture and the Notes and the Subsidiary Guarantees issued hereunder without notice to or consent of any HolderHolders, the Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: (1i) to cure any ambiguity, omission, ambiguity or omission or correct any defect or inconsistencyinconsistency contained herein or in the Securities, so long as such action will not adversely affect the interests of the Holders; (2ii) to comply with Article V of this Indenture in respect of provide for the assumption by a Successor Companysuccessor corporation, as the case may bepartnership, trust or limited liability company of the obligations of the Company or any Subsidiary Guarantor under this Indenture, the Notes and the Subsidiary Guarantees issued hereundercontained herein; (3iii) to provide for uncertificated Notes in addition to or in place of certificated Notes; provided, however, that such uncertificated Notes are issued in registered form for purposes of Section 163(f) add guarantees of the CodeSecurities; (4iv) to add Guarantees with respect to secure the Notes or release any such Guarantees in accordance with the applicable provisions of this IndentureSecurities; (5v) to add to the covenants of the Company and its Subsidiaries for the benefit of the Holders Holders, or to surrender any right or power herein conferred upon the Company or its Subsidiariesby this Indenture; (6vi) to conform the text provide for uncertificated Securities in addition to or in place of this Indenture, any Subsidiary Guarantees or the Notes to the “Description of Notes” in the Offering Memorandumcertificated Securities; (7vii) to secure make any changes or modifications to this Indenture necessary in connection with the Notes registration of a public offer and any Subsidiary Guaranteesale of the Securities under the Securities Act or the qualification of this Indenture under the Trust Indenture Act; (8) viii) to make any amendment to the provisions of this Indenture relating to the transfer transferring and legending of Notes Securities as permitted by this Indenture, including, without limitation, to facilitate the issuance and administration of the NotesSecurities; provided, however, that (ia) compliance with this Indenture as so amended would not result in the Notes Securities being transferred in violation of the Securities Act or any applicable securities law laws and (iib) such amendment does not materially and adversely affect the rights of Holders to transfer the NotesHolders; (9ix) to evidence and provide for the acceptance of the appointment by of a successor ▇▇▇▇▇▇▇Trustee; provided that the successor Trustee is otherwise qualified and eligible to act as such under the terms of this Indenture;or (10) to provide for or confirm the issuance of Additional Notes; and (11x) to make any change that does not materially adversely affect the rights of any Holder Holder, provided that any amendment made solely to conform the provisions of this Indenture or the Securities to the “Description of New 4% Notes” section in the Prospectus will be deemed not to materially adversely affect the rights of the Notes. After an amendment under this Section 9.01 becomes effective, the Company shall mail to Holders a notice briefly describing such amendment. However, the failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.01.

Without Consent of Holders. The Company Without the consent of any Holder of Securities of a Series, the Issuer, the Parent Guarantor and the Trustee may amend or supplement this Indenture and or the Notes and Series of Securities in the Subsidiary Guarantees issued hereunder without notice to or consent of any Holderfollowing circumstances: (1) to cure any ambiguity, omission, defect or inconsistency; (2) to comply with Article V provide for the assumption of the Issuer or the Parent Guarantor’s obligations under this Indenture in respect by a successor upon any merger, consolidation or transfer of substantially all of the assumption by a Successor Companyassets of the Issuer or the Parent Guarantor, as the case may be, of the obligations of the Company or any Subsidiary Guarantor under this Indenture, the Notes and the Subsidiary Guarantees issued hereunder; (3) to provide for uncertificated Notes Securities in addition to or in place of certificated Notes; provided, however, that such uncertificated Notes are issued in registered form for purposes of Section 163(f) of the CodeCertificated Securities; (4) to add Guarantees with respect provide any security for or guarantees, supplemental to the Notes Parent Guarantee, of its Securities or release any such Guarantees in accordance with for the applicable provisions addition of this Indenturean additional obligor on its Securities; (5) to add comply with any requirement to effect or maintain the covenants qualification of this Indenture under the Company and its Subsidiaries for the benefit Trust Indenture Act of the Holders or to surrender any right or power herein conferred upon the Company or its Subsidiaries1939, as amended, if applicable; (6) to conform add covenants that would benefit the text Holders of its Securities or to surrender any rights the Issuer or the Parent Guarantor has under this Indenture, any Subsidiary Guarantees or the Notes to the “Description of Notes” in the Offering Memorandum; (7) to secure change or eliminate any of the Notes and provisions of this Indenture, provided that any Subsidiary Guaranteesuch change or elimination shall not become effective with respect to any outstanding Securities of any Series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision; (8) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation, to facilitate provide for the issuance of and administration establish forms and terms and conditions of the Notes; provided, however, that (i) compliance with this Indenture as so amended would not result in the Notes being transferred in violation a new Series 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 NotesSecurities; (9) to permit or facilitate the defeasance and discharge of the Securities; (10) to issue additional Securities of any Series, provided that such additional Securities have the same terms as, and be deemed part of the same Series as, the applicable Series of Securities to the extent required under this Indenture; (11) to evidence and provide for the acceptance of and appointment by a successor ▇▇▇▇▇▇▇; provided that trustee with respect to the successor Trustee is otherwise qualified Securities of one or more Series and eligible to act as such under add to or change any of the terms provisions of this Indenture; (10) Indenture as shall be necessary to provide for or confirm facilitate the issuance administration of Additional Notesthe trust by more than one trustee; (12) to add additional Events of Default with respect to Securities; and (1113) to make any change that does not adversely affect the rights any of its outstanding Securities in any Holder of the Notes. After an amendment under this Section 9.01 becomes effective, the Company shall mail to Holders a notice briefly describing such amendment. However, the failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.01material respect.

Without Consent of Holders. The Notwithstanding Section 9.02 hereof, the Company any Guarantor (with respect to a Guarantee to which it is a party) and the Trustee may amend or supplement this Indenture and any Guarantee or Notes without the Notes and the Subsidiary Guarantees issued hereunder without notice to or consent of any Holder: (1) to cure any ambiguity, omission, mistake, defect or inconsistencyinconsistency or reduce the minimum denomination of the Notes; (2) to comply with Article V of this Indenture in respect of the assumption by a Successor Company, as the case may be, of the obligations of the Company or any Subsidiary Guarantor under this Indenture, the Notes and the Subsidiary Guarantees issued hereunder; (3) to provide for uncertificated Notes in addition to or in place of certificated Notes; provided, however, that such uncertificated Notes are issued in registered or to alter the provisions of this Indenture related to the form for purposes of Section 163(f) of the CodeNotes (including related definitions); (3) to comply with Section 5.01 hereof; (4) to add Guarantees with respect provide for the assumption of the Company’s or any Guarantor’s obligations to the Notes or release any such Guarantees in accordance with the applicable provisions of this IndentureHolders; (5) to add make any change that would provide any additional rights or benefits to the Holders or that does not materially adversely affect (as determined in good faith by the Company) the legal rights under this Indenture of any such Holder; (6) to add or to modify the covenants of the Company and its Subsidiaries for the benefit of the Holders or to surrender any right or power herein conferred upon the Company or its Subsidiariesany Guarantor; (67) at the Company’s election, to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act, if applicable (it being agreed that this Indenture need not qualify under the Trust Indenture Act); (8) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee hereunder pursuant to the requirements hereof; (9) to add a Guarantor or co-obligor under this Indenture or to release a Guarantor in accordance with the terms of this Indenture; (10) to conform the text of this Indenture, any Subsidiary Guarantees or the Notes to any provision of the “Description of Notes” in section of the Offering MemorandumMemorandum to the extent that such provision in such “Description of Notes” section was intended to be a verbatim recitation of a provision of this Indenture, Guarantee or Notes, as provided to the Trustee in an Officer’s Certificate; (711) to secure the Notes and any Subsidiary Guarantee; (8) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation, to facilitate the issuance and administration of the Notes; provided, however, provided that (ia) 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 (iib) such amendment does not materially and adversely affect the rights of Holders to transfer the Notes; (912) to evidence and provide for the acceptance issuance of appointment by a successor ▇▇▇▇▇▇▇; provided that the successor Trustee is otherwise qualified and eligible to act as such under Additional Notes in accordance with the terms of this Indenture; (1013) to provide for or confirm comply with the issuance rules and procedures of Additional Notesany applicable securities depositary; andor (1114) to secure the Notes and/or the related Guarantees or to add collateral thereto. Upon the request of the Company accompanied by a resolution of the Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof (to the extent requested by the Trustee), the Trustee shall join with the Company and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any change further appropriate agreements and stipulations that does may be therein contained, but the Trustee shall have the right, but not adversely affect the rights of any Holder of the Notes. After an amendment be obligated to, enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Section 9.01 becomes effectiveIndenture 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 Company shall mail to Holders a notice briefly describing such amendment. However, the failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity form of an amendment under this Section 9.01which is attached as Exhibit D hereto.

Without Consent of Holders. The Company Without the consent of any Holders, at any time and from time to time, the Company, the Guarantors and the Trustee may amend enter into one or supplement more indentures supplemental to this Indenture and the Notes and Note Guarantees for any of the Subsidiary Guarantees issued hereunder without notice to or consent of any Holderfollowing purposes: (1) to cure evidence the succession of another Person to the Company and the assumption by any ambiguity, omission, defect or inconsistencysuch successor of the covenants of the Company in this Indenture and the Note Guarantees and in the Notes; (2) to comply with Article V of this Indenture in respect of secure the assumption by a Successor CompanyNotes, as to add to the case may be, of the obligations covenants of the Company for the benefit of the Holders, or to surrender any Subsidiary Guarantor under right or power conferred upon the Company in this Indenture, the Notes and the Subsidiary Guarantees issued hereunder; (3) to add additional Events of Default; (4) to provide for uncertificated Notes in addition to or in place of certificated the Certificated Notes; provided, however, that such uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code; (4) to add Guarantees with respect to the Notes or release any such Guarantees in accordance with the applicable provisions of this Indenture; (5) to add to the covenants of the Company and its Subsidiaries for the benefit of the Holders or to surrender any right or power herein conferred upon the Company or its Subsidiaries; (6) to conform the text of this Indenture, any Subsidiary Guarantees or the Notes to the “Description of Notes” in the Offering Memorandum; (7) to secure the Notes and any Subsidiary Guarantee; (8) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, 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; (9) to evidence and provide for the acceptance of appointment under this Indenture by a successor ▇▇▇▇▇▇▇; provided that the successor Trustee is otherwise qualified and eligible to act as such under the terms of this IndentureTrustee; (106) to provide for or confirm the issuance of Additional Notes; andNotes in accordance with the terms of this Indenture; (117) to add a Guarantor or to release a Guarantor in accordance with the terms of this Indenture; (8) to cure or reform any ambiguity, defect, omission, mistake, manifest error or inconsistency or to conform this Indenture or the Notes to any provision of the "Description of Notes" set forth in the Offering Memorandum; (9) to comply with any requirements of the Commission with respect to the qualification of this Indenture under the Trust Indenture Act; or (10) to provide additional rights or benefits to the Holders or to make any change that does not adversely affect the rights of any Holder in any material manner. Upon the written request of the Notes. After an amendment Company accompanied by a board resolution of the Board of Directors of the Company authorizing the execution of any such supplemental indenture and upon receipt by the Trustee of the documents described in Section 8.05 hereof, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or immunities under this Section 9.01 becomes effectiveIndenture, in which case the Company shall mail to Holders a notice briefly describing such amendment. HoweverTrustee may, the failure to give such notice to all Holders, or any defect therein, but shall not impair or affect the validity of an amendment under this Section 9.01be obligated to, enter into such supplemental indenture.

Without Consent of Holders. The Company Notwithstanding Section 9.2 hereof, this Indenture, the Notes and Guarantees may be amended or supplemented by the Issuer, any Guarantor (with respect to this Indenture or a Guarantee to which it is a party) and the Trustee may amend or supplement this Indenture and the Notes and the Subsidiary Guarantees issued hereunder without notice to or consent of any Holder: (1i) to cure any ambiguity, omission, mistake, defect or inconsistencyinconsistency identified in an Officer’s Certificate delivered to the Trustee; (2ii) to conform the text of this Indenture, the Guarantees or the Notes to the “Description of Notes” in the Offering Memorandum; (iii) to comply with Article V of this Indenture in respect of Section 4.1; (iv) to provide for the assumption by a Successor Companysuccessor Person of the obligations of the Issuer or any Guarantor under this Indenture and the Notes or Guarantee, as the case may be, of the obligations of the Company or any Subsidiary Guarantor under this Indenture, the Notes and the Subsidiary Guarantees issued hereunder; (3v) to provide for uncertificated Notes in addition to or in place of certificated Notes; provided, however, that such the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code; (4vi) (A) to add or release Guarantees in accordance with the terms of this Indenture with respect to the Notes or release any such Guarantees (B) to add co-issuers of the Notes to the extent it does not result in accordance with adverse tax consequences to the applicable provisions of this IndentureHolders; (5vii) to secure the Notes; (viii) to add to the covenants of the Company and its Subsidiaries Issuer for the benefit of the Holders or to surrender any right or power herein conferred upon the Company Issuer or its Subsidiariesany Guarantor; (6ix) to conform make any change that does not adversely affect the text rights of this Indenture, any Subsidiary Guarantees or the Notes Holder in any material respect upon delivery to the “Description Trustee of Notes” in an Officer’s Certificate certifying the Offering Memorandumabsence of such adverse effect; (7x) to secure comply with any requirement of the Notes and SEC in connection with any Subsidiary Guaranteequalification of this Indenture under the TIA; (8) xi) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation, to facilitate the issuance and administration of the Notes; provided, 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; (9xii) to evidence and provide for the acceptance of appointment by a successor ▇▇▇▇▇▇▇Trustee; provided that the successor Trustee is otherwise qualified and eligible to act as such under the terms of this Indenture;; or (10xiii) to provide for or confirm the issuance of Additional Notes; and (11) to make any change that does not adversely affect the rights of any Holder of the Notes. After an amendment under Notes in accordance with this Section 9.01 becomes effective, the Company shall mail to Holders a notice briefly describing such amendment. However, the failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.01Indenture.

Without Consent of Holders. (a) The Company Issuer, the Guarantors and the Trustee may amend enter into supplemental indentures that amend, waive or supplement the terms of this Indenture and Indenture, the Notes and or the Subsidiary Guarantees issued hereunder without notice to or consent of any HolderHolder for the following specific purposes: (1) to cure any ambiguity, omission, defect or inconsistencyinconsistency in this Indenture; (2) to comply with Article V of this Indenture in respect of provide for the assumption by a Successor Company, as the case may be, successor entity of the obligations of the Company Company, the Issuer or any Subsidiary Guarantor under this Indenture, the Notes and the Subsidiary Guarantees issued hereunder; (3) to provide for uncertificated Notes in addition to or in place of certificated Notes; provided, however, Notes (provided that such the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code); (4) to add Guarantees with respect to the Notes Notes, including any Subsidiary Guarantee, or release any such Guarantees in accordance with to secure the applicable provisions of this IndentureNotes; (5) to add to the covenants of the Company and its Subsidiaries Company, the Issuer or any Subsidiary Guarantor for the benefit of the Holders of the Notes or to surrender any right or power herein conferred upon the Company Company, the Issuer or its Subsidiariesany Subsidiary Guarantor; (6) to make any change that does not adversely affect the rights of any Holder of the Notes in any material respect; (7) to comply with any requirement of the SEC in connection with the qualification of this Indenture under the Trust Indenture Act; (8) to conform the text of this Indenture, any Subsidiary Guarantees or the Notes or any Note Guarantee to any provision of the “Description of Notes” in the Offering Memorandum, as determined in good faith by the Company; (79) to secure the Notes and any Subsidiary Guarantee; (8) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation, to facilitate the issuance and administration of the Notes; provided, however, that (iA) compliance with this Indenture as so amended would not result in the Notes being transferred in violation of the Securities Act or any other applicable securities law and (iiB) such amendment does not materially and adversely affect the rights of Holders to transfer Notes except as required to satisfy any applicable requirements of the Notessecurities laws, including any exemption from registration thereunder; (910) to evidence and provide for the acceptance and appointment under this Indenture of appointment by a successor ▇▇▇▇▇▇▇; provided that Trustee thereunder pursuant to the successor Trustee is otherwise qualified and eligible to act as such under the terms of this Indenture; (10) to provide for or confirm the issuance of Additional Notesrequirements thereof; and (11) to make any change that does not adversely affect provide for the rights issuance of any Holder Additional Notes in accordance with the terms of the Notes. this Indenture. (b) After an amendment under this Section 9.01 9.1 becomes effectiveeffective with respect to the Notes, the Company Issuer shall mail send to Holders of the Notes a notice briefly describing such amendment. However, the The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.019.1.

Without Consent of Holders. The Company Notwithstanding Section 9.02, without the consent of any Holder of Notes, the Company, the Guarantors and the Trustee may amend or supplement this Indenture and or the Notes and the Subsidiary Guarantees issued hereunder without notice to or consent of any HolderNotes: (1i) to cure any ambiguity, omission, defect or inconsistency; (2) to comply with Article V of this Indenture in respect of the assumption by a Successor Company, as the case may be, of the obligations of the Company or any Subsidiary Guarantor under this Indenture, the Notes and the Subsidiary Guarantees issued hereunder; (3ii) to provide for uncertificated Notes in addition to or in place of certificated Notes; provided, however, Notes (provided that such the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code); (4iii) to provide for the assumption by a successor corporation of the obligations of the Company or a Guarantor to Holders under this Indenture in the case of a merger or consolidation; (iv) 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 under this Indenture of any such Holder; (v) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act; (vi) to evidence and provide for the acceptance of appointment under this Indenture of a successor trustee; (vii) to add Guarantees with respect one or more Guarantors under this Indenture, or to secure the Notes or release any such Guarantees in accordance with of the applicable provisions of this IndentureNotes Guarantees; (5) to add to the covenants of the Company and its Subsidiaries for the benefit of the Holders or to surrender any right or power herein conferred upon the Company or its Subsidiaries; (6viii) to conform the text of this Indenture, any Subsidiary Guarantees or the Notes or any Notes Guarantee to any provision of the section of the Offering Memorandum entitled “Description of Notes” to the extent that such provision in the section of the Offering Memorandum; (7) Memorandum entitled “Description of Notes” was intended to secure be a verbatim recitation of a provision of this Indenture, the Notes and any Subsidiary or such Notes Guarantee; (8) ix) as necessary to conform this Indenture to any exemptive orders under the Trust Indenture Act received by the Company or any Guarantor; (x) to comply with the rules of any applicable securities depositary; or (xi) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation, to facilitate the issuance and administration of the Notes; provided, however, that (i1) compliance with this Indenture as so amended would not result in the Notes being transferred in violation of the Securities Act or any other applicable securities law and (ii2) such amendment does not materially and adversely affect the rights of Holders to transfer the Notes; (9) to evidence and provide for the acceptance of appointment by a successor ▇▇▇▇▇▇▇; provided that the successor Trustee is otherwise qualified and eligible to act as such under the terms of this Indenture; (10) to provide for or confirm the issuance of Additional Notes; and (11) to make any change that does not adversely affect the rights of any Holder of the Notes. After an amendment under this Section 9.01 becomes effective, the Company shall mail to Holders a notice briefly describing such amendment. However, the failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.01.

Without Consent of Holders. The (a) Notwithstanding Section 9.02 of this Indenture, the Company and the Trustee may amend or supplement this Indenture and Indenture, the Guarantees or the Notes and without the Subsidiary Guarantees issued hereunder without notice to or consent of any Holder: (1) to cure any mistake, ambiguity, omission, defect or inconsistency; (2) to comply with Article V of this Indenture in respect of the assumption by a Successor Company, as the case may be, of the obligations of the Company or any Subsidiary Guarantor under this Indenture, the Notes and the Subsidiary Guarantees issued hereunder; (3) to provide for uncertificated Notes in addition to or in place of certificated Notes; provided, however, that such uncertificated Notes are issued in registered form (3) to provide for purposes of Section 163(f) the assumption of the CodeCompany’s or a Guarantor’s obligations to the Holders and Guarantees in the case of a merger, consolidation, Division or sale of all or substantially all of the Company’s or such Guarantor’s assets, as applicable; (4) to add Guarantees with respect make any change that would provide any additional rights or benefits to the Notes Holders or release that does not adversely affect the legal rights hereunder of any such Guarantees in accordance with the applicable provisions of this IndentureHolder; (5) to add to the covenants of the Company and its Subsidiaries for the benefit of the Holders or to surrender any right or power herein conferred upon the Company or its Subsidiaries; (6) to conform the text of this Indenture, any Subsidiary the Guarantees or the Notes to any provision of the section described under the caption “Description of Notesnotes” in the Offering MemorandumMemorandum to the extent that such provision in such “Description of notes” was intended to be a verbatim recitation of a provision of this Indenture, the Guarantees or the Notes; (6) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the Issue Date; (7) to secure allow any Guarantor to execute a supplemental indenture and/or a Guarantee with respect to the Notes and any Subsidiary Guarantee;Notes; or (8) to make issue the Notes. (b) Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any amendment to such amended or supplemental indenture, and upon receipt by the provisions Trustee of this Indenture relating to the transfer and legending documents described in Section 12.04 of Notes as permitted by this Indenture, including, without limitation, to facilitate the issuance Trustee shall join with the Company and administration of the Notes; provided, however, that (i) compliance with this Indenture as so amended would not result Guarantors in the Notes being transferred in violation execution of the Securities Act any amended or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer the Notes; (9) to evidence and provide for the acceptance of appointment supplemental indenture authorized or permitted by a successor ▇▇▇▇▇▇▇; provided that the successor Trustee is otherwise qualified and eligible to act as such under the terms of this Indenture; (10) , but the Trustee shall not be obligated to provide for enter into such amended or confirm the issuance of Additional Notes; and (11) to make any change supplemental indenture that does not adversely affect the rights of any Holder of the Notes. After an amendment affects its own rights, duties or immunities under this Section 9.01 becomes effectiveIndenture or otherwise. The Trustee shall be entitled to receive, the Company and shall mail to Holders a notice briefly describing be fully protected in relying upon, an Opinion of Counsel and Officers’ Certificate stating that such amendment. However, the failure to give such notice to all Holders, amendment or any defect therein, shall not impair supplement is authorized or affect the validity of an amendment under permitted by this Section 9.01Indenture.

Without Consent of Holders. The Company Notwithstanding Section 9.02 hereof, the Issuer, any Guarantor (with respect to a Guarantee or this Indenture to which it is a party) and the Trustee may amend or supplement this Indenture and any Guarantee or Notes without the Notes and the Subsidiary Guarantees issued hereunder without notice to or consent of any HolderHolder or any other party hereto: (1) to cure any ambiguity, omission, mistake, defect or inconsistency; (2) to comply with Article V of this Indenture in respect of the assumption by a Successor Company, as the case may be, of the obligations of the Company or any Subsidiary Guarantor under this Indenture, the Notes and the Subsidiary Guarantees issued hereunder; (3) to provide for uncertificated Notes in addition to or in place of certificated Notes; provided, however, that such uncertificated Notes are issued in registered form for purposes of Section 163(f; (3) of the Codeto comply with Article V hereof; (4) to add Guarantees with respect provide for the assumption of the Issuer’s or any Guarantor’s obligations to the Notes or release any such Guarantees in accordance with the applicable provisions of this IndentureHolders; (5) to add make any change that would provide any additional rights or benefits to the Holders or that does not materially adversely affect (as determined in good faith by the Issuer) the legal rights under this Indenture of any such Holder; (6) to add covenants of the Company and its Subsidiaries for the benefit of the Holders or to surrender any right or power herein conferred upon the Company Issuer or its Subsidiariesany Guarantor; (67) to secure the Notes and/or the related Guarantees or to add collateral thereto; (8) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee hereunder pursuant to the requirements hereof; (9) to provide for the issuance of exchange notes or private exchange notes, which are identical to exchange notes except that they are not freely transferable; (10) to add a Guarantor under this Indenture or to release a Guarantor in accordance with the terms of this Indenture; (11) to conform the text of this Indenture, any Subsidiary Guarantees or the Notes to any provision of the “Description of Notes” in section of the Offering MemorandumMemorandum to the extent that such provision in such “Description of Notes” section was intended to be a verbatim recitation of a provision of this Indenture, Guarantee or Notes, as provided to the Trustee in an Officer’s Certificate; (712) to secure the Notes and any Subsidiary Guarantee; (8) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation, to facilitate the issuance and administration of the Notes; provided, however, provided that (ia) 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 (iib) such amendment does not materially and adversely affect the rights of Holders to transfer Notes (as determined in good faith by the Notes;Issuer); or (913) to evidence and provide for the acceptance issuance of appointment by a successor ▇▇▇▇▇▇▇; provided that the successor Trustee is otherwise qualified and eligible to act as such under Additional Notes in accordance with the terms of this Indenture; . Upon the request of the Issuer accompanied by a resolution of the Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof (10) to provide for the extent requested by the Trustee), the Trustee shall join with the Issuer and the Guarantors in the execution of any amended or confirm supplemental indenture authorized or permitted by the issuance terms of Additional Notes; and (11) this Indenture and to make any change further appropriate agreements and stipulations that does may be therein contained, but the Trustee shall have the right, but not adversely affect be obligated to, enter into any such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, neither an Opinion of Counsel nor an Officer’s Certificate shall be required in connection with the addition of a Guarantor under this Indenture upon execution and delivery by such Guarantor and the Trustee of a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, provided that the execution thereof shall be deemed a representation by such Guarantor(s) that all conditions precedent and covenants, if any, relating to the execution of such supplemental indenture have been satisfied and the supplemental indenture is enforceable in accordance with its terms subject to (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and similar laws affecting the rights and remedies of any Holder creditors generally and (ii) general principles of the Notes. After an amendment under this Section 9.01 becomes effective, the Company shall mail to Holders a notice briefly describing such amendment. However, the failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.01equity.

Without Consent of Holders. The Company Notwithstanding Section 9.02 of this Indenture, without the consent of any Holder, the Issuers, the Guarantors, the Trustee and the Trustee Collateral Agent may amend or supplement this Indenture and Indenture, the Notes and Notes, the Subsidiary Note Guarantees issued hereunder without notice to or consent of any Holderthe Security Documents: (1) to cure any ambiguity, omissiondefect, defect omission or inconsistencyinconsistency in this Indenture, the Notes, the Note Guarantees or the Security Documents; (2) to provide for the assumption of the Issuers’ or a Guarantor’s obligations to Holders and the Note Guarantees in the case of a merger or consolidation or sale of all or substantially all of the Issuers’ or such Guarantor’s assets to comply with Article V of this Indenture in respect of the assumption by a Successor Company, as the case may be, of the obligations of the Company 5 or any Subsidiary Guarantor under this Indenture, the Notes and the Subsidiary Guarantees issued hereunderSection 10.04; (3) to provide for uncertificated Notes in addition to or in place of certificated Notes; provided, however, that such uncertificated Notes are issued in registered form for purposes of Section 163(f) comply with any requirements of the CodeSEC in connection with the qualification of this Indenture under the TIA; (4) to add Guarantees with respect evidence and provide for the acceptance of an appointment by a successor Trustee; (5) to provide for any Guarantee of the Notes, to secure the Notes or release to confirm and evidence the release, termination or discharge of any Guarantee of or Lien securing the Notes when such Guarantees in accordance with the applicable provisions of release, termination or discharge is required or permitted by this Indenture; (56) to add to the covenants of the Company and its Subsidiaries Issuers or any Guarantor for the benefit of the Holders or to surrender any right or power herein conferred upon the Company Issuers or its Subsidiariesany Guarantor; (67) to provide for the issuance of Additional Notes and related Guarantees in accordance with the terms of this Indenture; (8) to conform the text of this Indenture, any Subsidiary the Notes, the Note Guarantees or the Notes Security Documents to any provision of the “Description of the Notes” in section of the Offering Memorandum; (79) to add additional assets as Collateral, to release Collateral from the Lien pursuant to this Indenture and the Security Documents when permitted or required by this Indenture and the Security Documents, to secure additional extensions of credit and add additional secured creditors holding Obligations that are permitted to constitute Pari Passu Lien Obligations under the Security Documents pursuant to the terms of this Indenture; (10) to mortgage, pledge, hypothecate or grant any other Lien in favor of the Collateral Agent for the benefit of itself, the Trustee and the Holders, as security for the payment and performance of all or any portion of the Notes and the Issuers’ and Guarantors’ obligations under this Indenture, in any Subsidiary Guaranteeproperty or assets; (8) 11) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under this Indenture of any Holder in any material respect; (12) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation, to facilitate the issuance and administration of the Notes; provided, however, that (ia) compliance with this Indenture as so amended would not result in the Notes being transferred in violation of the Securities Act Act, or any other applicable securities law and (iib) such amendment does not materially and adversely affect the rights of Holders to transfer the Notes; (913) to evidence supplement any of the provisions of this Indenture to the extent necessary to permit or facilitate defeasance and discharge of the Notes; provided, that the action shall not adversely affect the interests of the Holders; (14) provide for a reduction in the acceptance minimum denominations of appointment the Notes; or (15) comply with the rules of any applicable securities depositary. Upon the request of the Issuers accompanied by a successor ▇▇▇▇▇▇▇; provided that Board Resolution authorizing the successor execution of any such amended or supplemental indenture, and upon receipt by the Trustee is otherwise qualified of the documents described in Sections 7.02, 9.05 and eligible to act as such under 13.03 hereof, the Trustee shall join with the Issuers and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture; (10) to provide for or confirm the issuance of Additional Notes; and (11) Indenture and to make any change further appropriate agreements and stipulations that does may be therein contained, but the Trustee shall not adversely affect the rights of any Holder of the Notes. After an amendment be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Section 9.01 becomes effective, the Company shall mail to Holders a notice briefly describing such amendment. However, the failure to give such notice to all Holders, Indenture or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.01otherwise.

Without Consent of Holders. The Company (a) Notwithstanding Section 9.02, without the consent of any Holder, the Issuer, the Guarantors and the Trustee may amend or supplement this Indenture and Indenture, the Notes and or the Subsidiary Notes Guarantees issued hereunder without notice to or consent of any Holderto: (1) to cure any ambiguity, omission, mistake, defect or inconsistency; (2) to comply with Article V of this Indenture in respect of provide for the assumption by a Successor Company, as the case may be, successor entity of the obligations of the Company Issuer or any Subsidiary Guarantor under this Indenture, the Notes and or the Subsidiary Guarantees issued hereunderNotes Guarantees; (3) to provide for or facilitate the issuance of uncertificated Notes in addition to or in place of certificated Notes; provided, however, Notes (provided that such the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code); (4) to comply with the rules of any applicable Depositary; (5) add Guarantees Guarantors with respect to the Notes or release any such Guarantees a Guarantor from its obligations under its Notes Guarantee or this Indenture in accordance with the applicable provisions of this IndentureIndenture or the Notes Guarantees; (56) to add to the covenants of the Company and LGEC or its Subsidiaries or Events of Default for the benefit of or to make changes that would provide additional rights to the Holders Holders, or to surrender any right or power herein conferred upon the Company Issuer or its Subsidiariesany Guarantor; (67) make any change that does not adversely affect the legal rights under this Indenture of any Holder; (8) comply with any requirement of the SEC in connection with any required qualification of this Indenture under the Trust Indenture Act; (9) evidence and provide for the acceptance of an appointment under this Indenture of a successor Trustee; provided that the successor Trustee is otherwise qualified and eligible to act as such under the terms of this Indenture; (10) provide for the issuance of Additional Notes, which shall be treated, together with any outstanding Notes, as a single class of securities, so long as the Incurrence of such Additional Notes is otherwise permitted by this Indenture; (11) conform the text of this Indenture, any Subsidiary Guarantees the Notes or the Notes Guarantees to any provision of the “Description of Notesthe notes” section of the Offering Memorandum to the extent that such provision in the “Description of the notes” section of the Offering Memorandum;Memorandum was intended to be a verbatim recitation of a provision of this Indenture, the Notes or the Notes Guarantees; or (712) to secure the Notes and any Subsidiary Guarantee; (8) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation, limitation to facilitate the issuance and administration of the Notes; provided, however, that (iA) compliance with this Indenture as so amended would not result in the Notes being transferred in violation of applicable Canadian securities laws, the Securities Act or any applicable securities law and (iiB) such amendment does not materially and adversely affect the rights of Holders to transfer the Notes;. (9b) to evidence Upon the request of the Issuer and provide for upon receipt by the acceptance Trustee of appointment the documents described in Section 12.04, the Trustee shall join with the Issuer and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by a successor ▇▇▇▇▇▇▇; provided that the successor Trustee is otherwise qualified and eligible to act as such under the terms of this Indenture; (10) to provide for or confirm the issuance of Additional Notes; and (11) Indenture and to make any change further appropriate agreements and stipulations that does may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental indenture that adversely affect the rights of any Holder of the Notes. After an amendment affects its own rights, duties or immunities under this Section 9.01 becomes effectiveIndenture 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 Company shall mail to Holders a notice briefly describing such amendment. Howeverform of which is attached as Exhibit C, the failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity and delivery of an amendment under this Officers’ Certificate, except as provided in Section 9.014.15 and Section 5.01(c).

Without Consent of Holders. The Company Notwithstanding Section 9.2 of this Indenture, the Issuer, any Guarantor (with respect to its Guarantee or this Indenture), the Trustee and the Trustee Secured Notes Collateral Agent may amend amend, supplement or supplement modify this Indenture and Indenture, any Guarantee, the Notes and and/or the Subsidiary Guarantees issued hereunder Notes Collateral Documents without notice to or the consent of any Holder: (1) to cure any ambiguity, omission, defect mistake, defect, error or inconsistencyinconsistency or reduce the minimum denomination of the Notes; (2) to comply with Article V of this Indenture in respect of provide for the assumption by a Successor Company, as the case may be, successor Person of the obligations of the Company or any Subsidiary a Guarantor under this Indenture, any Notes Document and/or the Notes and the Subsidiary Guarantees issued hereunderCollateral Documents; (3) to provide for uncertificated Notes in addition to or in place of certificated Notes; provided, however, that such uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code; (4) to add Guarantees with respect to the Notes or release any such Guarantees in accordance with the applicable provisions of this Indenture; (5) to add to the covenants of the Company and its Subsidiaries or provide for a Note Guarantee for the benefit of the Holders or to surrender any right or power herein conferred upon the Company or its Subsidiariesany Restricted Subsidiary; (5) to make any change (including changing the CUSIP or other identifying number on any Notes) that does not adversely affect the rights of any Holder in any material respect; (6) to conform at the text Company’s election, comply with any requirement of the SEC in connection with the qualification of this IndentureIndenture under the TIA, any Subsidiary Guarantees or the Notes to the “Description of Notes” in the Offering Memorandumif such qualification is required; (7) to secure make such provisions as necessary (as determined in good faith by the Company) for the issuance of Additional Notes or Notes issued as part of a PIK Payment in accordance with the terms of this Indenture and/or the Notes and any Subsidiary GuaranteeCollateral Documents; (8) provide for any Restricted Subsidiary to provide a Guarantee in accordance with Section 3.2, to add Guarantees with respect to the Notes, to add security to or for the benefit of the Notes, or to confirm and evidence the release, termination, discharge or retaking of any Guarantee or Lien with respect to or securing the Notes when such release, termination, discharge or retaking is provided for under this Indenture and the Notes Collateral Documents; (9) evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee or Secured Notes Collateral Agent pursuant to the requirements hereof or to provide for the accession by the Trustee and/or Secured Notes Collateral Agent to any Notes Document or the Notes Collateral Document; (10) make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation, including to facilitate the issuance and administration of the Notes; provided, however, that (i) compliance with this Indenture as so amended would not result in the Notes being transferred in violation of the Securities Act or any other applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer the NotesNotes in any material respect; (911) mortgage, pledge, hypothecate or grant any other Lien in favor of the Secured Notes Collateral Agent for its benefit and the benefit of the Trustee, the Holders of the Notes and the holders of any future Indebtedness with Pari Passu Lien Priority, as additional security for the payment and performance of any or any portion of the Note Obligations, in any property or assets, including any which are required to evidence and be mortgaged, pledged or hypothecated, or in which a Lien is required to be granted to or for the benefit of the Trustee or the Secured Notes Collateral Agent pursuant to this Indenture, the Intercreditor Agreements, the Notes Collateral Documents or otherwise; (12) provide for the release of Collateral from the Lien pursuant to this Indenture, the Notes Collateral Documents, the Ally Intercreditor Agreement and the other Intercreditor Agreements (as applicable) when permitted or required by the Notes Collateral Documents, this Indenture, the Ally Intercreditor Agreement or the other Intercreditor Agreements (as applicable); (13) secure any future Indebtedness to the extent permitted under this Indenture, the Notes Collateral Documents and the Intercreditor Agreements (including on a priming basis in accordance with any Senior Intercreditor Agreement); (14) [reserved]; (15) with respect to the Notes Collateral Documents and any Intercreditor Agreement, as provided in the relevant Notes Collateral Document and any Intercreditor Agreement; and (16) enter into any Intercreditor Agreement to the extent contemplated hereby and with such changes as contemplated above or any joinder thereto (including the Ally Intercreditor Agreement, the Pari Passu Intercreditor Agreement, any Junior Intercreditor Agreement and/or any Senior Intercreditor Agreement). In addition, the Holders will be deemed to have consented for purposes of the Notes Collateral Documents (including the Intercreditor Agreements) to any of the following amendments, waivers and other modifications to the Notes Collateral Documents (including the Intercreditor Agreements). (1) (A) to add other parties (or any authorized agent thereof or trustee therefor) holding Pari Passu Lien Obligations that are Incurred in compliance with the Notes Documents and the Notes Collateral Documents and (B) to establish that the Liens on any Collateral securing such Pari Passu Lien Obligations shall rank equally under the Intercreditor Agreements with the Liens on such Collateral securing the obligations under the Notes Documents and the Notes Collateral Documents and junior and subordinated to the Liens on such Collateral securing any (i) Senior Lien Obligations with respect to the Collateral and (ii) Floor Plan Facility Obligations with respect to the Ally Collateral, all on the terms provided for in the Intercreditor Agreements as in effect immediately prior to such amendment; (2) (A) to add other parties (or any authorized agent thereof or trustee therefor) holding Senior Lien Obligations that are incurred in compliance with the Notes Documents and the Notes Collateral Documents and (B) to establish that the Liens on any Collateral securing such Senior Lien Obligations shall rank equally under the Intercreditor Agreements with the Liens on such Collateral securing the obligations under any other Senior Lien Obligations and senior to the Liens on such Collateral securing any obligations under the (i) Notes Documents and the Notes Collateral Documents and (ii) any other Pari Passu Lien Obligations, all on the terms provided for in the Intercreditor Agreements as in effect immediately prior to such amendment; (3) (A) to add other parties (or any authorized agent thereof or trustee therefor) holding Floor Plan Facility Obligations that are incurred in compliance with the Notes Documents and the Notes Collateral Documents and (B) to establish that the Liens on any such Ally Collateral securing such Floor Plan Facility Obligations shall rank senior to the Liens on such Ally Collateral that is also Collateral securing any obligations under the (i) Notes Documents and the Notes Collateral Documents and (ii) any other Pari Passu Lien Obligations, all on the terms provided for in the Intercreditor Agreements as in effect immediately prior to such amendment; (4) to establish that the Liens on any Collateral securing any Indebtedness with a Senior Lien Priority replacing any Senior Lien Obligations permitted to be Incurred under Section 3.2(b)(1) shall be senior to the Liens on such Collateral securing any obligations under the (i) Notes Documents and the Notes Collateral Documents and (ii) any other Pari Passu Lien Obligations, which obligations shall continue to be secured on a second-priority basis on the Collateral; (5) to establish that the Liens on any Ally Collateral securing any Indebtedness replacing the Floor Plan Facility permitted to be Incurred under Section 3.2 that represent Floor Plan Facility Obligations shall be senior to the Liens on such Ally Collateral securing any obligations under the under the (i) Notes Documents and the Notes Collateral Documents and (ii) any other Pari Passu Lien Obligations, which obligations shall continue to be secured on a second-priority basis on such Ally Collateral; (6) upon any cancellation or termination of all Senior Lien Obligations without a replacement thereof, to establish that the Collateral securing (i) Notes Documents and the Notes Collateral Documents and (ii) any other Pari Passu Lien Obligations shall become first priority Collateral, except as permitted under this Indenture and the Notes Collateral Documents; and (7) upon any cancellation or termination of all Floor Plan Facility Obligations without a replacement thereof, to establish that the Ally Collateral securing (i) Notes Documents and the Notes Collateral Documents and (ii) any other Pari Passu Lien Obligations shall become first priority Collateral, except as permitted under this Indenture and the Notes Collateral Documents. Subject to Section 9.2, upon the request of the Issuer and upon receipt by the Trustee of the documents described in Section 9.6 and 13.2 hereof, the Trustee will join with the Issuer and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture affects the Trustee’s own rights, duties, liabilities or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will not be obligated to, enter into such amended or supplemental indenture. Each Holder, by its acceptance of appointment by a successor ▇▇▇▇▇▇▇; provided that the successor Trustee is otherwise qualified Notes, will be deemed to have consented and eligible agreed to act the terms of each Notes Collateral Document (including the Intercreditor Agreements as such under described herein), as originally in effect and as amended, supplemented or replaced from time to time in accordance with its terms and the terms of this Indenture; (10) Indenture and authorizes and empowers the Secured Notes Collateral Agent to provide for bind the Holders of the Notes as set forth in the applicable Notes Collateral Documents to which they are a party and to perform its obligations and exercise its rights and powers thereunder. Notwithstanding the foregoing, no such consent or confirm the issuance of Additional Notes; and (11) deemed consent shall be deemed or construed to make any change that does not adversely affect the rights represent an amendment or waiver, in whole or in part, of any Holder provision of the NotesNotes Documents. This paragraph will not, however, limit the right of the Company to amend, waive or otherwise modify the Notes Collateral Documents in accordance with their terms so long as the same is permitted by the Notes Documents. After an amendment or supplement under this Section 9.01 9.1 becomes effective, the Company Issuer shall mail to Holders a notice briefly describing such amendmentamendment or supplement. However, the The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment or supplement under this Section 9.019.1. The filing of such notice or supplement with the SEC shall constitute the giving of such notice.

Without Consent of Holders. The Company Notwithstanding Section 9.02 hereof, the Company, the Co-Issuer, any Guarantor (with respect to a Guarantee to which it is a party) and the Trustee may amend or supplement this Indenture and any Guarantee or Notes without the Notes and the Subsidiary Guarantees issued hereunder without notice to or consent of any Holder: (1) to cure any ambiguity, omission, mistake, defect or inconsistency; (2) to comply with Article V of this Indenture in respect of the assumption by a Successor Company, as the case may be, of the obligations of the Company or any Subsidiary Guarantor under this Indenture, the Notes and the Subsidiary Guarantees issued hereunder; (3) to provide for uncertificated Notes in addition to or in place of certificated Notes; provided, however, that such uncertificated Notes are issued in registered form for purposes of ; (3) to comply with Section 163(f) of the Code5.01 hereof; (4) to add Guarantees with respect provide for the assumption of the Issuers’ or any Guarantor’s obligations to the Notes or release any such Guarantees in accordance with the applicable provisions of this IndentureHolders; (5) to add make any change that would provide any additional rights or benefits to the Holders or that does not materially adversely affect (as determined in good faith by the Company) the legal rights under this Indenture of any such Holder; (6) to add covenants of the Company and its Subsidiaries for the benefit of the Holders or to surrender any right or power herein conferred upon the Company or its Subsidiariesthe Co-Issuer or any Guarantor; (67) at the Company’s election, to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act, if applicable (it being agreed that this Indenture need not qualify under the Trust Indenture Act); (8) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee hereunder pursuant to the requirements hereof; (9) to add a Guarantor or co-obligor under this Indenture or to release a Guarantor in accordance with the terms of this Indenture; (10) to conform the text of this Indenture, any Subsidiary Guarantees or the Notes to any provision of the “Description of Notes” in section of the Offering MemorandumMemorandum to the extent that such provision in such “Description of Notes” section was intended to be a verbatim recitation of a provision of this Indenture, Guarantee or Notes, as provided to the Trustee in an Officer’s Certificate; (711) to secure the Notes and any Subsidiary Guarantee; (8) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation, to facilitate the issuance and administration of the Notes; provided, however, provided that (ia) 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 (iib) such amendment does not materially and adversely affect the rights of Holders to transfer the Notes; (912) to evidence and provide for the acceptance issuance of appointment by a successor ▇▇▇▇▇▇▇; provided that the successor Trustee is otherwise qualified and eligible to act as such under Additional Notes in accordance with the terms of this Indenture;; or (1013) to provide for secure the Notes and/or the related Guarantees or confirm to add collateral thereto. Upon the issuance request of Additional Notes; and the Company accompanied by a resolution of the Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof (11) to the extent requested by the Trustee), the Trustee shall join with the Company and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any change further appropriate agreements and stipulations that does may be therein contained, but the Trustee shall have the right, but not adversely affect the rights of any Holder of the Notes. After an amendment be obligated to, enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Section 9.01 becomes effectiveIndenture 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 Company shall mail to Holders a notice briefly describing such amendment. However, the failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity form of an amendment under this Section 9.01which is attached as Exhibit D hereto.

Without Consent of Holders. The Company and Notwithstanding Section 9.02, without the Trustee may amend or supplement this Indenture and the Notes and the Subsidiary Guarantees issued hereunder without notice to or consent of any Holder, the Company, the Guarantors, the Trustee and the Collateral Agent at any time and from time to time, may amend this Indenture, the Notes, the Intercreditor Agreement and the Security Documents to: (1a) evidence the succession of another corporation to the Company or successive successions and the assumption of the covenants, agreements and obligations of the Company by a successor; (b) add to the covenants of the Company for the benefit of the Holders of the Notes or to surrender any of its rights or powers; (c) add Events of Default for the benefit of Holders of the Notes; (d) add to, change or eliminate any provision of this Indenture applying to the Notes, provided that the Company deems such action necessary or advisable and that such action does not adversely affect the interests of any Holder of the Notes; (e) evidence and provide for a successor Trustee or Collateral Agent or to add to or change any provisions to the extent necessary to appoint a separate Trustee or Collateral Agent for the Notes; (f) cure any ambiguity, omission, defect or inconsistencyinconsistency under this Indenture; (2g) to comply with Article V supplement any provisions of this Indenture necessary to defease and discharge the Notes or this Indenture otherwise in respect of accordance with the assumption by a Successor Companydefeasance or discharge provisions, as the case may be, of the obligations of the Company this Indenture, or any Subsidiary Guarantor to make other provisions with respect to matters or questions arising under this Indenture, ; provided that such action does not adversely affect the interests of the Holders of any Notes and the Subsidiary Guarantees issued hereunderin any material respect; (3h) to add to, change or eliminate any provisions of this Indenture to comply with the provisions of the DTC, Euroclear or Clearstream or the Trustee with respect to provisions of this Indenture or the Notes relating to transfers or exchanges of Notes or beneficial interests in the Notes; (i) add collateral security for the Notes or to release collateral in accordance with Article 11, the Intercreditor Agreement and the Security Documents; (j) to provide for uncertificated Notes or release Guarantors in addition to accordance with Section 4.07 or in place of certificated Notes; provided, however, that such uncertificated Notes are issued in registered form for purposes of Section 163(f) of the CodeArticle 10; (4k) to add Guarantees provide for the issuance of Additional Notes ranking equally with respect the Notes in all respects (other than the payment of interest accruing prior to the issue date of such Additional Notes or release any except for the first payment of interest following the issue date of such Guarantees in accordance with the applicable provisions of this IndentureAdditional Notes); (5l) to add to the covenants conform any provision of the Company and its Subsidiaries for the benefit of the Holders or to surrender any right or power herein conferred upon the Company or its Subsidiaries; (6) to conform the text of this Indenture, any Subsidiary Guarantees the Notes, the Intercreditor Agreement or the Notes Security Documents to the “Description of Notes” contained in the Offering Memorandum;; or (7m) to secure provide for the Notes and accession or succession of any Subsidiary Guarantee; (8) to make any amendment parties to the provisions of this Indenture relating Intercreditor Agreement or the Security Documents (and other amendments that are administrative or ministerial in nature) in connection with an amendment, refinancing or other modification from time to the transfer and legending of Notes as permitted by this Indenture, including, without limitation, to facilitate the issuance and administration time 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; (9) to evidence and provide for the acceptance of appointment by a successor ▇▇▇▇▇▇▇; provided that the successor Trustee is otherwise qualified and eligible to act as such under the terms of this Indenture; (10) to provide for or confirm the issuance of Additional Notes; and (11) to make any change that does not adversely affect the rights of any Holder of the Notes. After an amendment under this Section 9.01 becomes effective, the Company shall mail to Holders a notice briefly describing such amendment. However, the failure to give such notice to all Holders, New Credit Facility or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.01Additional Pari Passu Agreements.

Without Consent of Holders. The Company Notwithstanding Section 9.2, without the consent of any Holder, the Issuer, the Trustee and the Trustee other parties thereto, as applicable, may amend or supplement this Indenture any Note Documents and the Notes Issuer may direct the Trustee, and the Subsidiary Guarantees issued hereunder without notice Trustee will, enter into an amendment or supplement to or consent of any HolderNote Document, to: (1) to cure any ambiguity, omission, defect mistake, defect, error or inconsistency, conform any provision of a Note Document to the “Description of the Notes” in the Offering Memorandum or reduce the minimum denomination of the Notes; (2) to comply with Article V of this Indenture in respect of provide for the assumption by a Successor Company, as the case may be, successor Person of the obligations of the Company or Issuer under any Subsidiary Guarantor under this Indenture, the Notes and the Subsidiary Guarantees issued hereunderNote Document; (3) to provide for uncertificated Notes in addition to or in place of certificated Notes; provided, however, that such uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code; (4) to add Guarantees with respect to the Notes or release any such Guarantees in accordance with the applicable provisions of this Indenture; (5) to add to the covenants of the Company and its Subsidiaries or provide for a Note Guarantee for the benefit of the Holders or to surrender any right or power herein conferred upon the Company Issuer or its Subsidiariesany Restricted Subsidiary; (5) make any change that does not adversely affect the rights of any Holder in any material respect; (6) to conform the text of this Indenture, any Subsidiary Guarantees or the Notes to the “Description of Notes” in the Offering Memorandum; (7) to secure the Notes and any Subsidiary Guarantee; (8) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, 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 such Notes being transferred in violation of the Securities Act or any other applicable securities law laws and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer such Notes; (7) make such provisions as necessary (as determined in good faith by the Issuer) for the issuance of Additional Notes otherwise permitted to be issued under this Indenture; (8) provide for any Restricted Subsidiary to provide a Note Guarantee in accordance with Section 3.2, to add Guarantees with respect to the Notes, to add security to or for the benefit of the Notes, or to confirm and evidence the release, termination, discharge or retaking of any Guarantee or Lien with respect to or securing the Notes when such release, termination, discharge or retaking is provided for under this Indenture, the Notes Collateral Documents or the Intercreditor Agreements, as applicable; (9) to evidence and provide for the acceptance and appointment under this Indenture or the Notes Collateral Documents of appointment by a successor ▇▇▇▇▇▇▇; provided that Trustee or Collateral Agent pursuant to the successor applicable requirements hereof or thereof or to provide for the accession by the Trustee is otherwise qualified and eligible or Collateral Agent, as applicable, to act as such under the terms of this Indentureany Note Document; (10) mortgage, pledge, hypothecate or grant any other Lien in favor of the Collateral Agent for its benefit and the benefit of the Trustee and the Holders, as additional security for the payment and performance of all or any portion of the Obligations securing the Notes and the Guarantees thereof, in any property or assets, including any which are required to provide be mortgaged, pledged or hypothecated, or in which a Lien is required to be granted to or for the benefit of the Trustee or confirm the issuance Collateral Agent pursuant to the Indenture, any of Additional Notes; andthe Intercreditor Agreements, the Notes Collateral Documents or otherwise; (11) provide for the release of Collateral from the Lien pursuant to make any change that does not adversely affect this Indenture, the rights Notes Collateral Documents and the Intercreditor Agreements when permitted or required by the Notes Collateral Documents, this Indenture or the Intercreditor Agreements; (12) the extent necessary to provide for the granting of a security interest for the benefit of any Holder Person; provided that the granting of such security interest is not prohibited under this Indenture; or (13) secure under the Notes Collateral Documents any Pari Passu Debt Obligations otherwise permitted to be secured by the Collateral. Subject to Section 9.2, and upon receipt by the Trustee of the Notesdocuments described in Sections 9.6 and 13.4, the Trustee will join with the Issuer and the Guarantors, if applicable, in the execution of such amendment or supplement unless such amendment or supplement directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will not be obligated to, enter into such amendment or supplement. After an amendment or supplement under this Section 9.01 9.1 becomes effective, the Company Issuer shall mail to Holders a notice briefly describing such amendmentamendment or supplement. However, the The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment or supplement under this Section 9.019.1.

Without Consent of Holders. The Company Notwithstanding Section 10.02, the Company, the Trustee and the Trustee Collateral Agent may amend amend, supplement or supplement this waive any provision of the Indenture and Documents without the Notes and the Subsidiary Guarantees issued hereunder without notice to or consent of any HolderHolder to: (1a) to cure any ambiguity, omissiondefect, defect mistake or inconsistencyinconsistency or to make a modification of a formal, minor or technical nature or to correct a manifest error; (2b) to comply with Article V of this Indenture in respect of the assumption by a Successor Company, as the case may be, of the obligations of the Company or any Subsidiary Guarantor under this Indenture, the Notes and the Subsidiary Guarantees issued hereunder; (3) to provide for uncertificated Notes in addition to or in place of certificated Notes; provided, however, that such uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code; (4c) comply with Article 6; (d) provide for the assumption of the Company’s or any Guarantor’s obligations to Holders in the case of a merger or consolidation or sale of all or substantially all of the Company’s or such Guarantor’s assets; (e) add Guarantees with respect to the Notes or release any such Guarantees in accordance with to secure the applicable provisions of this IndentureNotes; (5f) to add to the covenants of the Company and its Subsidiaries or any Guarantor for the benefit of the Holders holders of the Notes or to surrender any right or power herein conferred upon the Company or its Subsidiariesany Guarantor; (6g) make any change that would provide any additional rights or benefits to conform the text Holders or that does not adversely affect the legal rights under the Indenture Documents of any such Holder; (h) if it becomes necessary to qualify this Indenture under the TIA, comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; (i) (i) enter into additional or supplemental Collateral Documents, (ii) release Collateral or Guarantors in accordance with the terms of this Indenture and the Collateral Documents or (iii) enter into any replacement intercreditor agreement substantially in the form of the Intercreditor Agreement entered into on the date of this Indenture, any Subsidiary Guarantees or the Notes to the “Description of Notes” in the Offering Memorandum; (7j) evidence and provide for the acceptance and appointment under this Indenture of a successor trustee pursuant to secure the Notes and any Subsidiary Guaranteerequirements hereof; (8) to k) make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation, including to facilitate the issuance and administration of the NotesNotes or to comply with the rules of any applicable securities depository; 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; (9l) conform the text of the Indenture Documents to evidence and provide for any provision of the acceptance “Description of appointment Notes” section of the Offering Memorandum to the extent that such provision of the “Description of Notes” was intended to be a verbatim recitation of a provision of the Indenture Documents, which intent shall be evidenced by a successor ▇▇▇▇▇▇▇; provided an Officers’ Certificate of the Company to that the successor Trustee is otherwise qualified and eligible to act as such under the terms of this Indentureeffect; (10m) to provide for or confirm the issuance of Additional NotesNotes in accordance with the terms of this Indenture; andor (11n) subject the security interests in the Collateral in respect of Pari Passu Payment Lien Obligations to make any change that does not adversely affect the rights of any Holder terms of the NotesCollateral Documents and Intercreditor Agreement, to the extent the incurrence of such Pari Passu Indebtedness and the grant of all Liens on Collateral held for the benefit of such Pari Passu Indebtedness was permitted under this Indenture. After an amendment amendment, supplement or waiver under this Section 9.01 10.01 becomes effective, the Company shall will mail to Holders a notice briefly describing such amendment, supplement or waiver. However, the failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.01the amendment, supplement or waiver.

Without Consent of Holders. (a) The Company Company, the Note Guarantors and the Trustee may amend or supplement this Indenture and or the Notes and the Subsidiary Guarantees issued hereunder without notice to or consent of any Holder: (1) to cure any ambiguity, omission, defect or inconsistency; (2) to comply with Article V of this Indenture IV in respect of the assumption by a Successor Company, as the case may be, Surviving Entity of the obligations of the Company or any Subsidiary Guarantor under this Indenture, the Notes and the Subsidiary Guarantees issued hereunderthis Indenture; (3) to provide for uncertificated Notes in addition to or in place of certificated Certificated Notes; provided, however, that such the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code; (4) to add Note Guarantees with respect to the Notes or release any such Guarantees in accordance with to secure the applicable provisions of this IndentureNotes; (5) to add to the covenants of the Company and its Subsidiaries for the benefit of the Holders or to surrender any right or power herein conferred upon the Company or its SubsidiariesCompany; (6) to conform comply with any requirements of the text of SEC in connection with qualifying, or maintaining the qualification of, this Indenture, any Subsidiary Guarantees or Indenture under the Notes to the “Description of Notes” in the Offering MemorandumTIA; (7) to secure make any change that would provide any additional rights or benefits to the Notes and any Subsidiary GuaranteeHolders of Notes; (8) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, 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; (9) to evidence and provide for the acceptance of appointment by a successor ▇▇▇▇▇▇▇; provided that the successor Trustee is otherwise qualified and eligible to act as such under the terms of this Indenture; (10) to provide for or confirm the issuance of Additional Notes; and (11) to make any change that does not adversely affect the rights of any Holder in any material respect; (9) to provide for the issuance of the Exchange Notes and Private Exchange Notes. , which will have terms substantially identical to the other Outstanding Notes except for the requirement of a Private Placement Legend and related transfer restrictions under the Securities Act and this Indenture and as to the applicability of additional interest payable as provided in Section 2.14, and which will be treated, together with any other Outstanding Notes, as a single issue of securities; or (10) to provide for the issuance of Add On Notes as permitted by Sections 2.2(c) and 2.13, which will have terms substantially identical to the other Outstanding Notes except as specified in Section 2.13 or 2.14, and which will be treated, together with any other Outstanding Notes, as a single issue of securities. (b) After an amendment under this Section 9.01 9.1 becomes effective, the Company shall mail to Holders a notice briefly describing such amendment. However, the The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.019.1.

Without Consent of Holders. The Company and Without the consent of the Holders of any Notes, the Company, the Co-Issuer, the Trustee and (as applicable) each Parent Guarantor and Subsidiary Guarantor may amend or supplement this Indenture and or the Notes and Notes, for any of the Subsidiary Guarantees issued hereunder without notice to or consent of any Holderfollowing purposes: (1) to cure any ambiguity, manifest error, omission, defect or inconsistency;, (2) to comply with Article V of this Indenture in respect of provide for the assumption by a Successor Company, as the case may be, Company of the obligations of the Company Company, the Co-Issuer or any a Parent Guarantor or Subsidiary Guarantor under this Indenture, the Notes and the Subsidiary Guarantees issued hereunder;, (3) to provide for uncertificated Notes in addition to or in place of certificated Notes; provided, however, that such uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code;, (4) to add Guarantees with respect to the Notes, to secure the Notes, to confirm and evidence the release, termination or discharge of any Guarantee or Lien with respect to or securing the Notes when such release, termination or release any such Guarantees in accordance with the applicable provisions of discharge is provided for under this Indenture;, (5) to add to the covenants of the Company and its Subsidiaries for the benefit of the Holders or to surrender any right or power herein conferred upon the Company or its Subsidiaries;Company, (6) to conform the text of this Indenture, any Subsidiary Guarantees or the Notes to the “Description of Notes” in the Offering Memorandum; (7) to secure the Notes and any Subsidiary Guarantee; (8) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, 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; (9) to evidence and provide for the acceptance of appointment by a successor ▇▇▇▇▇▇▇; provided that the successor Trustee is otherwise qualified and eligible to act as such under the terms of this Indenture; (10) to provide for or confirm the issuance of Additional Notes; and, (117) to conform the text of this Indenture, the Notes or any Parent Guarantee or Subsidiary Guarantee to any provision of the “Description of Notes” section of the Prospectus Supplement (to the extent that such provision in the “Description of Notes” section was intended to be a verbatim recitation of a provision of this Indenture, the Notes or any Parent Guarantee or Subsidiary Guarantee, as provided in an Officer’s Certificate), (8) to make any change that does not materially adversely affect the rights of any Holder under the Notes or this Indenture, or (9) to comply with any requirement of the Notes. After an amendment SEC in connection with the qualification of this Indenture under this Section 9.01 becomes effective, the Company shall mail to Holders a notice briefly describing such amendment. However, the failure to give such notice to all Holders, TIA or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.01otherwise.

Without Consent of Holders. The Company and (a) Notwithstanding Section 9.02, without the Trustee may amend or supplement this Indenture and the Notes and the Subsidiary Guarantees issued hereunder without notice to or consent of any Holder, the Company, the Guarantors and, to the extent it is a party thereto, the Trustee and/or the Collateral Trustee, at any time and from time to time, may enter into one or more indentures supplemental to this Indenture, the Collateral Trust Agreement, the other Collateral Documents and/or any Intercreditor Agreement for any of the following purposes: (1) to cure evidence the succession of another Person to the Company and the assumption by any ambiguitysuch Surviving Entity of the covenants of the Company in this Indenture, omissionthe Note Guarantees, defect or inconsistencythe Notes and any Collateral Document in accordance with the terms of this Indenture and the Collateral Documents; (2) to comply with Article V of this Indenture in respect of the assumption by a Successor Company, as the case may be, of the obligations of the Company or any Subsidiary Guarantor under this Indenture, the Notes and the Subsidiary Guarantees issued hereunder; (3) to provide for uncertificated Notes in addition to or in place of certificated Notes; provided, however, that such uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code; (4) to add Guarantees with respect to the Notes or release any such Guarantees in accordance with the applicable provisions of this Indenture; (5) to add to the covenants of the Company and its Subsidiaries for the benefit of the Holders or to surrender any right or power herein conferred upon the Company or its SubsidiariesCompany; (63) to conform the text add additional Events of this Indenture, any Subsidiary Guarantees or the Notes to the “Description of Notes” in the Offering MemorandumDefault; (74) to secure the provide for certificated Notes and any Subsidiary Guarantee; (8) in addition to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation, to facilitate the issuance and administration or in place 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 uncertificated Notes; (95) to evidence and provide for the acceptance of appointment under this Indenture by a successor ▇▇▇▇▇▇▇; provided that the successor Trustee is otherwise qualified and eligible to act as such under the terms of this IndentureTrustee; (106) to provide for or confirm the issuance of Additional NotesNotes in accordance with the terms of this Indenture; (7) to add a Guarantor or to release a Guarantor in accordance with the terms of this Indenture; (8) to cure any ambiguity, defect, omission, mistake or inconsistency; (9) to make any other provisions with respect to matters or questions arising under this Indenture; andprovided that such actions pursuant to this clause (9) shall not adversely affect the interests of the Holders in any material respect, as determined in good faith by the Board of Directors of the Company and as conclusively evidenced by an Officer’s Certificate delivered to the Trustee; (10) to effect or maintain the qualification of this Indenture under the Trust Indenture Act; (11) to add additional assets as Collateral or make, complete or confirm any grant of security interest in any property or assets as additional Collateral securing the obligations under this Indenture, the Notes, the Note Guarantees and the Collateral Documents, including when permitted or required by this Indenture or any of the Collateral Documents, or any release, termination or discharge of Collateral when permitted or required by this Indenture or any of the Collateral Documents; (12) to 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; (13) to enter into or amend the Collateral Trust Agreement, any Intercreditor Agreement and/or the other Collateral Documents (or supplement the Collateral Trust Agreement, any Intercreditor Agreement and/or the other Collateral Documents) under circumstances provided therein including if the Company or any Restricted Subsidiary Incurs Future First Lien Debt; or (14) to secure any Future First Lien Debt, Junior Priority Debt or First Priority Obligations to the extent permitted under this Indenture, the Collateral Trust Agreement, the other Collateral Documents and any Intercreditor Agreement. (b) Upon the written request of the Company, and upon receipt by the Trustee and/or the Collateral Trustee, as applicable, of the documents described in Section 13.03, the Trustee and/or the Collateral Trustee, as applicable, shall join with the Company and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and make any change further appropriate agreements and stipulations that does may be therein contained, but the Trustee and/or the Collateral Trustee, as applicable, shall not adversely affect the rights of any Holder of the Notes. be obligated to enter into such amended or supplemental indenture that affects their respective rights, duties or immunities under this Indenture or otherwise. (c) After an amendment amendment, supplement or waiver under this Section 9.01 becomes effective, the Company shall mail send to the Holders of Notes affected thereby a written notice briefly describing the amendment, supplement or waiver. Any failure of the Company to send such amendment. However, the failure to give such notice to all Holdersnotice, or any defect therein, shall not not, however, in any way impair or affect the validity of any such amendment, supplement or waiver. In connection with any amendment or supplement, the Company shall deliver to the Trustee an amendment under this Opinion of Counsel and an Officer’s Certificate that meet the requirements of Section 9.0113.03 and Section 13.04 on which the Trustee may rely.

Without Consent of Holders. The Company Notwithstanding Section 9.2 of this Indenture, the Company, the Trustee and the Trustee other parties hereto may amend or supplement this Indenture and the Notes and the Subsidiary Guarantees issued hereunder without notice to or consent of any HolderNote Documents: (1) to cure any ambiguity, omission, defect mistake, defect, error or inconsistency, conform any provision to any provision under the heading “Description of the Notes” in the Offering Memorandum or reduce the minimum denomination of the Notes; (2) to comply with Article V of this Indenture in respect of provide for the assumption by a Successor Company, as the case may be, successor Person of the obligations of the Company or any Subsidiary Guarantor under this Indenture, the Notes and the Subsidiary Guarantees issued hereunderany Note Document; (3) to provide for uncertificated Notes in addition to or in place of certificated Notes; provided, however, that such uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code; (4) to add Guarantees with respect to the Notes or release any such Guarantees in accordance with the applicable provisions of this Indenture; (5) to add to the covenants of the Company and its Subsidiaries or provide for a Guarantee for the benefit of the Holders or to surrender any right or power herein conferred upon the Company or its Subsidiariesany Restricted Subsidiary; (5) to make any change that does not adversely affect the rights of any Holder in any material respect; (6) to conform at the text Company’s election, comply with any requirement of the SEC in connection with the qualification of this IndentureIndenture under the TIA, any Subsidiary Guarantees or the Notes to the “Description of Notes” in the Offering Memorandumif such qualification is required; (7) to secure make such provisions as necessary (as determined in good faith by the Notes and any Subsidiary GuaranteeCompany) for the issuance of Additional Notes; (8) to add Guarantees with respect to the Notes, to add security to or for the benefit of the Notes, or to confirm and evidence the release, termination, discharge or retaking of any Guarantee or Lien with respect to or securing the Notes when such release, termination, discharge or retaking is provided for under this Indenture; (9) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee pursuant to the requirements hereof or to provide for the accession by the Trustee to any Note Document; or (10) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation, to facilitate the issuance and administration of the Notes; provided, however, that (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 Notes in any material respect. Subject to Section 9.2, upon the Notes; (9) to evidence and provide for the acceptance of appointment by a successor ▇▇▇▇▇▇▇; provided that the successor Trustee is otherwise qualified and eligible to act as such under the terms of this Indenture; (10) to provide for or confirm the issuance of Additional Notes; and (11) to make any change that does not adversely affect the rights of any Holder request of the Notes. After an amendment Company, and upon receipt by the Trustee of the documents described in Sections 9.6 and 12.6 hereof, the Trustee will join with the Company and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture affects the Trustee’s own rights, duties, liabilities or immunities under this Section 9.01 becomes effectiveIndenture or otherwise, in which case the Company shall mail to Holders a notice briefly describing Trustee may in its discretion, but will not be obligated to, enter into such amendment. However, the failure to give such notice to all Holders, amended or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.01supplemental Indenture.

Without Consent of Holders. (a) The Company Parent, the Issuers, the Guarantors and the Trustee Trustee, together, may amend or supplement this Indenture and Indenture, the Notes and or the Subsidiary Guarantees issued hereunder without notice to or consent of any HolderHolder or any other party to this Indenture: (1) to cure any ambiguity, omission, defect or inconsistency; (2) to comply with Article V of this Indenture in respect of provide for the assumption by a Successor Company, as the case may be, successor corporation of the obligations of the Company Parent, the Issuers or any Subsidiary Guarantor under this Indenture, the Notes and the Subsidiary Guarantees issued hereunder; (3) to provide for uncertificated Notes in addition to or in place of certificated Notes; provided, however, that such uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code; (4) to add Guarantees with respect to the Notes or release any such Guarantees in accordance with to secure the applicable provisions of this IndentureNotes; (5) to add to the covenants of the Company and its Subsidiaries Parent, the Issuers or a Restricted Subsidiary for the benefit of the Holders or to surrender any right or power herein conferred upon the Company Parent, the Issuers or its Subsidiariesa Restricted Subsidiary; (6) to conform make any change that does not adversely affect the text rights of this Indentureany Holder, any Subsidiary Guarantees or the Notes as evidenced by an Officer’s Certificate delivered to the “Description of Notes” in the Offering MemorandumTrustee (upon which it may fully rely); (7) to secure comply with any requirement of the Notes and any Subsidiary GuaranteeSEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act; (8) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation, to facilitate the issuance and administration of the Notes; provided, however, that (ia) compliance with this Indenture as so amended would not result in the Notes being transferred in violation of the Securities Act or any other applicable securities law and (iib) such amendment does not materially and adversely affect the rights of Holders to transfer the Notes; (9) to conform the text of this Indenture or the Guarantees or the Notes to any provision of the “Description of notes” section of the Prospectus; to the extent that such provision in the “Description of notes” section of the Prospectus was intended to be a substantially verbatim recitation of a provision of this Indenture or the Guarantees or the Notes, as evidenced by an Officer’s Certificate delivered to the Trustee (upon which it may fully rely); (10) to evidence and provide for the acceptance of appointment by a successor ▇▇▇▇▇▇▇; trustee, provided that the successor Trustee trustee is otherwise qualified and eligible to act as such under the terms of this Indenture; (1011) to provide for or confirm a reduction in the minimum denominations of the Notes; (12) to comply with the rules of any applicable securities depositary; or (13) to provide for the issuance of Additional Notes; and (11) to make any change that does not adversely affect Notes and related guarantees in accordance with the rights of any Holder of the Notes. After an amendment under limitations set forth in this Section 9.01 becomes effective, the Company shall mail to Holders a notice briefly describing such amendment. However, the failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.01Indenture.

Without Consent of Holders. The Company Notwithstanding Section 9.02 (“With Consent of Holders”) of this Indenture, the Company, the Guarantors, the Trustee and the Trustee Noteholder Collateral Agent, as applicable, may amend or supplement this Indenture and or the Notes and other Indenture Documents without the Subsidiary Guarantees issued hereunder without notice to or consent of any Holder: (1) to cure any ambiguity, omission, defect or inconsistency; (2) to comply with Article V of this Indenture in respect of the assumption by a Successor Company, as the case may be, of the obligations of the Company or any Subsidiary Guarantor under this Indenture, the Notes and the Subsidiary Guarantees issued hereunder; (3) to provide for uncertificated Notes in addition to or in place of certificated Notes; provided, however, that such uncertificated Notes are issued in registered form ; (3) to provide for purposes of Section 163(f) the assumption of the CodeCompany’s or a Guarantor’s obligations under the Indenture Documents in the case of a merger or consolidation or sale of all or substantially all of the Company’s or such Guarantor’s assets, as applicable; (4) to add Guarantees with respect make any change that would provide any additional rights or benefits to the Notes Holders or release that does not adversely affect the legal rights under this Indenture of any such Guarantees in accordance with the applicable provisions of this IndentureHolder; (5) to add to the covenants comply with requirements of the Company and its Subsidiaries for SEC in order to effect or maintain the benefit qualification of this Indenture under the Holders or to surrender any right or power herein conferred upon the Company or its SubsidiariesTIA; (6) to conform the text of this Indenture, any Subsidiary Guarantees or the Notes make provisions with respect to the “Description conversion of Notes” in Notes pursuant to the Offering Memorandumrequirements of Article 13 if any reclassification or change of the Common Stock or any consolidation, merger, combination, share exchange or sale of all or substantially all of the assets of the Company shall occur; (7) to secure the Notes and any Subsidiary Guarantee; (8) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, 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; (9) to evidence and provide for the acceptance of the appointment by under this Indenture and the Collateral Agreements of a successor ▇▇▇▇▇▇▇; Trustee or Noteholder Collateral Agent; (8) to make any other provisions with respect to matters or questions arising under this Indenture, the Collateral Agreements, the Notes or the Note Guarantees, provided that the successor Trustee is otherwise qualified and eligible actions pursuant to act this clause will not adversely affect the interests of the Holders of the Notes in any material respect, as such under determined in good faith by the terms Company; (9) to enter into additional or supplemental Collateral Agreements; (10) to release Collateral when permitted or required by this Indenture or the Collateral Agreements; (11) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date of this Indenture; (1012) to provide for or confirm add any Note Guarantee by allowing any Guarantor to execute a supplemental indenture with respect to the issuance of Additional Notes; and; (1113) [Reserved]; or (14) to accept and consent to, and to take all steps to perfect a security interest under, Collateral Agreements to be granted subsequent to the Issue Date, including with respect to Drilling Contracts and Internal Charters. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amendment or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02(b) (“Rights of Trustee”) hereof, the Trustee will join with the Company and the Guarantors in the execution of any amendment or supplemental indenture authorized or permitted by the terms of this Indenture and to make any change further appropriate agreements and stipulations that does may be therein contained, but the Trustee will not adversely affect the rights of any Holder of the Notes. After an be obligated to enter into such amendment or supplemental indenture that affects its own rights, duties or immunities under this Section 9.01 becomes effective, the Company shall mail to Holders a notice briefly describing such amendment. However, the failure to give such notice to all Holders, Indenture or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.01otherwise.

Without Consent of Holders. The Company and Notwithstanding Section 9.2 of this Indenture, without the Trustee may amend or supplement this Indenture and the Notes and the Subsidiary Guarantees issued hereunder without notice to or consent of any Holder, the Company, any Guarantor (with respect to its Guarantee or this Indenture), the Trustee and the other parties thereto, as applicable, may amend, supplement or modify any Note Documents, and the Company may direct the Trustee, and the Trustee shall, enter into an amendment to the Note Documents, to: (1) to cure any ambiguity, omission, defect mistake, defect, error or inconsistency, conform any provision to any provision under the heading “Description of the Notes” in the Offering Circular or reduce the minimum denomination of the Notes; (2) to comply with Article V of this Indenture in respect of provide for the assumption by a Successor Company, as the case may be, successor Person of the obligations of the Company or any Subsidiary a Guarantor under this Indenture, the Notes and the Subsidiary Guarantees issued hereunderany Note Document; (3) to provide for uncertificated Notes in addition to or in place of certificated Notes; provided, however, that such uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code; (4) to add Guarantees with respect to the Notes or release any such Guarantees in accordance with the applicable provisions of this Indenture; (5) to add to the covenants of the Company and its Subsidiaries or provide for a Note Guarantee for the benefit of the Holders or to surrender any right or power herein conferred upon the Company or its Subsidiariesany Restricted Subsidiary; (5) make any change that does not adversely affect the rights of any Holder in any material respect; (6) to conform at the text Company’s election, comply with any requirement of the SEC in connection with the qualification of this IndentureIndenture under the TIA, any Subsidiary Guarantees or the Notes to the “Description of Notes” in the Offering Memorandumif such qualification is required; (7) to secure make such provisions as necessary (as determined in good faith by the Notes and any Subsidiary GuaranteeCompany) for the issuance of Additional Notes; (8) provide for any Restricted Subsidiary to provide a Note Guarantee in accordance with Section 3.2, to add Guarantees with respect to the Notes, to add security to or for the benefit of the Notes, or to confirm and evidence the release, termination, discharge or retaking of any Guarantee or Lien with respect to or securing the Notes when such release, termination, discharge or retaking is provided for under this Indenture; (9) evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee pursuant to the requirements hereof or to provide for the accession by the Trustee to any Note Document; or (10) make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted not prohibited by this Indenture, including, without limitation, to facilitate the issuance and administration of the Notes; provided, however, that (i) compliance with this Indenture as so amended would not result in the Notes being transferred in violation of the Securities Act or any other applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer Notes in any material respect. Subject to Section 9.2, upon the Notes; (9) to evidence and provide for request of the acceptance of appointment Company accompanied by a successor ▇▇▇▇▇▇▇; provided that Board Resolution authorizing the successor Trustee is otherwise qualified and eligible to act as such under the terms of this Indenture; (10) to provide for or confirm the issuance of Additional Notes; and (11) to make any change that does not adversely affect the rights execution of any Holder such amended or supplemental indenture, and upon receipt by the Trustee of the Notesdocuments described in Sections 9.6 and 12.4, the Trustee will join with the Company and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture affects the Trustee’s own rights, duties, liabilities or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will not be obligated to, enter into such amended or supplemental Indenture. After an amendment or supplement under this Section 9.01 9.1 becomes effective, the Company shall mail to Holders a notice briefly describing such amendmentamendment or supplement. However, the The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment or supplement under this Section 9.019.1.

Without Consent of Holders. The Company Notwithstanding Section 9.02 of this Indenture, without the consent of any Holder, the Company, the Guarantors and the Trustee may amend the Indenture or supplement this Indenture and the Notes and the Subsidiary Guarantees issued hereunder without notice to or consent of any HolderNotes: (1) to cure any ambiguity, omission, defect or inconsistency; (2) to comply with Article V of this Indenture in respect of the assumption by a Successor Company, as the case may be, of the obligations of the Company or any Subsidiary Guarantor under this Indenture, the Notes and the Subsidiary Guarantees issued hereunder; (3) to provide for uncertificated Notes in addition to or in place of certificated Definitive Notes; provided, however, that such uncertificated Notes are issued in registered form ; (3) to provide for purposes of Section 163(f) the assumption of the CodeCompany's obligations to the Holders in the case of a merger or consolidation or sale of all or substantially all of the Company's properties or assets; (4) to add Guarantees with respect make any change that would provide any additional rights or benefits to the Notes Holders or release that does not adversely affect the legal rights under the Indenture of any such Guarantees in accordance with the applicable provisions of this IndentureHolder; (5) to add secure the Notes pursuant to the covenants requirements of the Company and its Subsidiaries for the benefit of the Holders or to surrender any right or power herein conferred upon the Company or its SubsidiariesSection 4.12; (6) to conform the text of this Indentureadd any additional Guarantor or to release any Guarantor from its Subsidiary Guarantee, any Subsidiary Guarantees or the Notes to the “Description of Notes” in each case as provided in the Offering MemorandumIndenture; (7) to secure comply with requirements of the Notes and any Subsidiary GuaranteeCommission in order to effect or maintain the qualification of the Indenture under the TIA; (8) to make any amendment to conform the provisions text of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation, the Notes or the Subsidiary Guarantees to facilitate any provision of the issuance and administration “Description of the Notes; provided” section of the Company's Offering Memorandum, howeverto the extent that such provision in such “Description of the Notes” was intended to be a substantially verbatim recitation of a provision of the Indenture, that (i) compliance with this Indenture as so amended would not result in the Notes being transferred in violation of or the Securities Act or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders Subsidiary Guarantees, which intent may be evidenced by an Officer's Certificate to transfer the Notesthat effect; (9) to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture; or (10) to evidence and or provide for the acceptance of appointment by under the Indenture of a successor ▇▇▇▇▇▇▇; provided that Trustee. Upon the successor written request of the Company, and upon receipt by the Trustee is otherwise qualified of the documents described in Section 9.06 hereof, the Trustee shall join with the Company and eligible to act as such under the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture; (10) to provide for or confirm the issuance of Additional Notes; and (11) Indenture and to make any change further appropriate agreements and stipulations that does may be therein contained, but the Trustee shall not adversely affect the rights of any Holder of the Notes. After an amendment be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Section 9.01 becomes effective, the Company shall mail to Holders a notice briefly describing such amendment. However, the failure to give such notice to all Holders, Indenture or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.01otherwise.

Without Consent of Holders. The Company Notwithstanding Section 9.2 hereof, this Indenture, the Notes and Guarantees may be amended or supplemented by the Issuer, any Guarantor (with respect to this Indenture or a Guarantee to which it is a party) and the Trustee may amend or supplement this Indenture and the Notes and the Subsidiary Guarantees issued hereunder without notice to or consent of any Holder: (1i) to cure any ambiguity, omission, mistake, defect or inconsistencyinconsistency identified in an Officer’s Certificate delivered to the Trustee by or on behalf of the Issuer; (2ii) to conform the text of this Indenture (including any supplemental indenture or other instrument pursuant to which Additional Notes are issued), the Guarantees or the Notes to the “Description of Notes” in the Offering Memorandum or, with respect to any Additional Notes and any supplemental indenture or other instrument pursuant to which such Additional Notes are issued, to the “Description of Notes” relating to the issuance of such Additional Notes, solely to the extent that such “Description of Notes” provides for terms of such Additional Notes that differ from the terms of the Initial Notes, as contemplated by Section 2.2; (iii) to comply with Article V of this Indenture in respect of Section 4.1; (iv) to provide for the assumption by a Successor Companysuccessor Person of the obligations of the Issuer or any Guarantor under this Indenture and the Notes or Guarantee, as the case may be, of the obligations of the Company or any Subsidiary Guarantor under this Indenture, the Notes and the Subsidiary Guarantees issued hereunder; (3v) to provide for uncertificated Notes in addition to or in place of certificated Notes; provided, however, that such the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code; (4vi) (A) to add or release Guarantees in accordance with the terms of this Indenture with respect to the Notes or release any such Guarantees (B) to add co-issuers of the Notes to the extent it does not result in accordance with adverse tax consequences to the applicable provisions of this IndentureHolders; (5vii) to secure the Notes; (viii) to add to the covenants of the Company and its Subsidiaries Issuer for the benefit of the Holders or to surrender any right or power herein conferred upon the Company Issuer or its Subsidiariesany Guarantor; (6ix) to conform make any change that does not adversely affect the text rights of this Indenture, any Subsidiary Guarantees or the Notes Holder in any material respect upon delivery to the “Description Trustee of Notes” in an Officer’s Certificate by or on behalf of the Offering MemorandumIssuer certifying the absence of such adverse effect; (7x) to secure comply with any requirement of the Notes and any Subsidiary GuaranteeSEC in connection with the qualification of this Indenture under the TIA; (8) xi) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation, to facilitate the issuance and administration of the Notes; provided, 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; (9xii) to evidence and provide for the acceptance of appointment by a successor ▇▇▇▇▇▇▇; Trustee, provided that the successor Trustee is otherwise qualified and eligible to act as such under the terms of this Indenture;; or (10xiii) to provide for or confirm the issuance of Additional Notes; and (11) to make any change that does not adversely affect the rights of any Holder of the Notes. After an amendment under this Section 9.01 becomes effective, the Company shall mail to Holders a notice briefly describing such amendment. However, the failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.01.

Without Consent of Holders. The Company Company, the Subsidiary Guarantors and the Trustee may amend or supplement this Indenture and Indenture, the Notes Securities and the Subsidiary Guarantees issued hereunder without notice to or consent of any Holder: (1) to cure any ambiguity, omission, defect or inconsistency; (2) to comply with Article V of this Indenture in respect of provide for the assumption by a Successor Company, as the case may be, successor of the obligations of the Company or any Subsidiary Guarantor under this Indenture, the Notes Indenture and the Subsidiary Guarantees issued hereunderSecurities; (3) to provide for or facilitate the issuance of uncertificated Notes Securities in addition to or in place of certificated Notes; provided, however, that such uncertificated Notes are issued in registered form for purposes of Section 163(f) of the CodeSecurities; (4) to add Guarantees with respect to the Notes Securities (including any Subsidiary Guarantee) as provided in this Indenture or otherwise, or to evidence the release of any such Guarantees Subsidiary Guarantor from its Subsidiary Guarantee, as provided in accordance with the applicable provisions of this Indenture; (5) to secure the Securities and/or the Subsidiary Guarantees; (6) to add to the covenants of the Company and its Subsidiaries for the benefit of the Holders or to surrender any right or power herein conferred upon the Company or its Subsidiaries; (6) a Subsidiary Guarantor, including to conform comply with the text requirements of this Indenture, any Subsidiary Guarantees the SEC or DTC in order to maintain the Notes transferability of the Securities pursuant to the “Description of Notes” in the Offering MemorandumRule 144A or Regulation S; (7) to secure make any change that does not adversely affect the Notes and rights under this Indenture of any Subsidiary GuaranteeHolder; (8) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation, to facilitate provide for the issuance and administration of Additional Securities in accordance with the Notes; provided, however, that (i) compliance with limitations set forth in 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 NotesIssue Date; (9) to evidence and provide for the acceptance of an appointment by under this Indenture of a successor ▇▇▇▇▇▇▇Trustee; provided that the successor Trustee is otherwise qualified and eligible to act as such under the terms of this Indenture;or (10) to provide for conform the text of this Indenture, the Securities or confirm the issuance of Additional Notes; and (11) Subsidiary Guarantees to make any change that does not adversely affect the rights of any Holder provision of the “Description of Notes. After ” contained in the Offering Memorandum, as certified to the Trustee in an amendment under this Section 9.01 becomes effective, the Company shall mail to Holders a notice briefly describing such amendment. However, the failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.01Officers’ Certificate.

Without Consent of Holders. The Company Issuer, the Subsidiary Guarantors and the Trustee may amend or supplement this Indenture Indenture, the Securities and the Notes and the Subsidiary Guarantees issued hereunder without notice to or consent of any HolderSecurityholder: (1) to cure any ambiguity, omission, defect defect, mistake or inconsistency; (2) to comply with Article V of this Indenture in respect of provide for the assumption by a Successor Companysuccessor corporation, as the case may bepartnership, trust or limited liability company of the obligations of the Company Issuer or any Subsidiary Guarantor under this Indenture, the Notes Indenture and the Subsidiary Guarantees issued hereunderSecurities; (3) to provide for or facilitate the issuance of uncertificated Notes Securities in addition to or in place of certificated NotesSecurities; provided, however, that such the uncertificated Notes Securities are issued in registered form for purposes of Section 163(f) of the Code; (4) to add Guarantees Subsidiary Guarantors with respect to the Notes Securities, or release any a Subsidiary Guarantor from its Guarantee and terminate such Guarantees Guarantee; provided that the release and termination is in accordance with the applicable provisions of this Indenture; (5) to secure the Securities or the Guarantees; (6) to add to the covenants of the Company and its Subsidiaries Issuer or a Subsidiary Guarantor for the benefit of of, or to make changes that would provide additional rights to, the Holders or to surrender any right or power herein conferred upon the Company Issuer or its Subsidiariesa Subsidiary Guarantor; (67) to make any change that does not adversely affect the legal rights under this Indenture of any Securityholder, provided, however, that any change made to conform the text of this Indenture, any Subsidiary Guarantees or the Notes Indenture to the “Description of Notes” contained in the Offering Memorandum; (7) Memorandum shall not be deemed to secure the Notes and any Subsidiary Guaranteeadversely affect such legal rights; (8) to make comply with any amendment to requirement of the provisions SEC in connection with any required qualification of this Indenture relating to under 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 NotesTIA; (9) to evidence and provide for the acceptance of an appointment by under this Indenture of a successor ▇▇▇▇▇▇▇Trustee; provided that the successor Trustee is otherwise qualified and eligible to act as such under the terms of this Indenture;; or (10) to provide for or confirm the issuance of Additional Notes; and (11) to make any change that does not adversely affect the rights of any Holder of the Notes. After an amendment under Securities in accordance with limitations set forth in this Section 9.01 becomes effective, the Company shall mail to Holders a notice briefly describing such amendment. However, the failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.01Indenture.

Without Consent of Holders. The Company Issuer, the Subsidiary Guarantors and the Trustee may amend or supplement this Indenture and Indenture, the Notes and the Subsidiary Guarantees issued hereunder without notice to or consent of any HolderNoteholder: (1) to cure any ambiguity, omission, defect defect, mistake or inconsistency; (2) to comply with Article V of this Indenture in respect of provide for the assumption by a Successor Companysuccessor corporation, as the case may bepartnership, trust or limited liability company of the obligations of the Company Issuer or any Subsidiary Guarantor under this Indenture, the Notes Indenture and the Subsidiary Guarantees issued hereunderNotes; (3) to provide for or facilitate the issuance of uncertificated Notes in addition to or in place of certificated Notes; provided, however, that such the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code; (4) to add Guarantees Subsidiary Guarantors with respect to the Notes Notes, or release any a Subsidiary Guarantor from its Guarantee and terminate such Guarantees Guarantee; provided that the release and termination is in accordance with the applicable provisions of this Indenture; (5) to secure the Notes or the Guarantees; (6) to add to the covenants of the Company and its Subsidiaries Issuer or a Subsidiary Guarantor for the benefit of of, or to make changes that would provide additional rights to, the Holders or to surrender any right or power herein conferred upon the Company Issuer or its Subsidiariesa Subsidiary Guarantor; (67) to make any change that does not adversely affect the legal rights under this Indenture of any Noteholder, provided, however, that any change made to conform the text of this Indenture, any Subsidiary Guarantees or the Notes Indenture to the “Description of Notes” contained in the Offering Memorandum; (7) Memorandum shall not be deemed to secure the Notes and any Subsidiary Guaranteeadversely affect such legal rights; (8) to make comply with any amendment to requirement of the provisions SEC in connection with any required qualification of this Indenture relating to under 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 NotesTIA; (9) to evidence and provide for the acceptance of an appointment by under this Indenture of a successor ▇▇▇▇▇▇▇Trustee; provided that the successor Trustee is otherwise qualified and eligible to act as such under the terms of this Indenture;; or (10) to provide for or confirm the issuance of Additional Notes; and (11) to make any change that does not adversely affect the rights of any Holder of the Notes. After an amendment under Notes in accordance with limitations set forth in this Section 9.01 becomes effective, the Company shall mail to Holders a notice briefly describing such amendment. However, the failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.01Indenture.

Without Consent of Holders. The Notwithstanding Section 9.2, without the consent of any Holder, the Company and the Trustee may amend or supplement this Indenture and or the Notes and the Subsidiary Guarantees issued hereunder without notice to or consent of any HolderNotes: (1a) to cure any ambiguity, omission, defect or inconsistency;, (2) to comply with Article V of this Indenture in respect of the assumption by a Successor Company, as the case may be, of the obligations of the Company or any Subsidiary Guarantor under this Indenture, the Notes and the Subsidiary Guarantees issued hereunder; (3b) to provide for uncertificated Notes in addition to or in place of certificated Notes; provided, however, Notes (provided that such the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code;), (4c) to add Guarantees with respect provide for the assumption of the Company’s or a Guarantor’s obligations to Holders in the Notes case of a merger or release consolidation, (d) to make any change that would provide any additional rights or benefits to Holders (including providing for additional Note Guarantees) or that does not adversely affect the legal rights of any such Guarantees Holder under this Indenture, (e) to provide for the issuance of Additional Notes in accordance with the applicable provisions of limitations set forth in this Indenture;; or (5) to add to the covenants of the Company and its Subsidiaries for the benefit of the Holders or to surrender any right or power herein conferred upon the Company or its Subsidiaries; (6f) to conform the text of this Indenture, any Subsidiary Guarantees the Notes or the Notes Note Guarantees to any provision of the “Description of Notesthe notes” in section of the Company’s Offering Memorandum; (7) to secure the Notes and any Subsidiary Guarantee; (8) to make any amendment to the provisions of this Indenture Memorandum dated June 17, 2020, relating to the transfer and legending initial offering of Notes as permitted by the Notes, to the extent that such provision in that “Description of the notes” was intended to be a verbatim recitation of a provision of this Indenture, includingthe Notes or the Note Guarantees, without limitation, which intent may be evidenced by an Officers’ Certificate delivered to facilitate the issuance and administration Trustee to that effect. Upon the request of the Notes; providedCompany accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indenture, howeverand upon receipt by the Trustee of the documents described in Section 7.2, that (i) compliance the Trustee shall join with this Indenture as so amended would not result the Company and the Subsidiary Guarantors in the Notes being transferred in violation execution of the Securities Act any amended or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer the Notes; (9) to evidence and provide for the acceptance of appointment supplemental Indenture authorized or permitted by a successor ▇▇▇▇▇▇▇; provided that the successor Trustee is otherwise qualified and eligible to act as such under the terms of this Indenture; (10) to provide for or confirm the issuance of Additional Notes; and (11) Indenture and to make any change further appropriate agreements and stipulations that does may be therein contained, but the Trustee shall not adversely be obligated to enter into such amended or supplemental Indenture that affects its own rights, duties or immunities under this Indenture or otherwise. For the avoidance of doubt, no amendment to, or deletion of any of the covenants described in Article IV or action taken in compliance with the covenants in effect at the time of such action, shall be deemed to impair or affect the any rights of any Holder Holders to receive payment of the Notes. After an amendment under this Section 9.01 becomes effectiveprincipal of or premium, the Company shall mail to Holders a notice briefly describing such amendment. However, the failure to give such notice to all Holdersif any, or interest on the Notes or to institute suit for the enforcement of any defect therein, shall not impair payment on or affect the validity of an amendment under this Section 9.01with respect to such Holder’s Notes.

Without Consent of Holders. The Except as otherwise provided as contemplated by Section 2.01 with respect to the Securities of any series, the Company and the Trustee may may, without the consent of any Holder of the Securities of any series, amend or supplement this Indenture and (as it relates to such series) or the Notes and Securities of such series, or waive compliance in a particular instance by the Subsidiary Guarantees issued hereunder without notice Company with any provision of this Indenture (as it relates to such series) or consent the Securities of any Holdersuch series: (1) to cure any ambiguity, omission, defect or inconsistency, to convey, transfer, assign, mortgage or pledge any property to or with the Trustee, or to make such other provisions in regard to matters or questions arising under this Indenture, in each case, that does not adversely affect Holders of Securities of such series in any material respect; (2) to comply with Article V provide for the assumption of the Company’s obligations under this Indenture in respect of the assumption by a Successor Company, as the case may be, of the obligations of the Company or any Subsidiary Guarantor under this Indenture, the Notes and the Subsidiary Guarantees issued hereunderSurviving Entity in accordance with Section 4.01; (3) to add guarantors with respect to Securities of such series; (4) to provide or release any security, so long as such modification or release is otherwise permitted under this Indenture; (5) to comply with any requirement in connection with the qualification of this Indenture under the TIA; (6) to add covenants to the Securities of any series for the benefit of the Holders of the Securities of such series or to surrender any rights the Company has under this Indenture; (7) to add Events of Default with respect to all or any series of the Securities (and, if any such Event of Default is applicable to less than all series of Securities, specifying the series to which such Event of Default is applicable); (8) to add circumstances under which we will pay additional interest on the Securities of such series; (9) to make any change that would provide any additional rights or benefits to the Holders of Securities of any series or that does not adversely affect the rights under this Indenture of any Holder of such series of Securities in any material respect; (10) to conform the text of this Indenture or any Securities to the description thereof in any prospectus or prospectus supplement of the Company with respect to the offer and sale of Securities of such series, to the extent that such provision is inconsistent with a provision of this Indenture or the Securities; (11) to provide for the issuance of and establish the form and terms and conditions of Securities of any series as permitted by Section 2.01; (12) to provide for uncertificated Notes Securities in addition to or in place of certificated Notes; provided, however, that such uncertificated Notes are issued in registered form for purposes of Section 163(f) of the CodeSecurities; (413) to add Guarantees change or eliminate any of the provisions of this Indenture, on condition that any such change or elimination shall become effective only when there is no outstanding Security of any series created prior to the execution of such amendment or supplemental indenture that is adversely affected by such change in or elimination of such provision; (14) to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Securities pursuant to Section 8.01; provided that any such action shall not adversely affect the interests of the Holders of Securities of that series or any other series of Securities in any material respect; (15) to evidence and provide for the acceptance under this Indenture by a successor Trustee with respect to the Notes Securities of one or release more series and to add to or change any such Guarantees in accordance with of the applicable provisions of this IndentureIndenture necessary to provide for or facilitate the administration of the trusts under this Indenture by more than one Trustee; (516) to add to the covenants of the Company and its Subsidiaries for the benefit of the Holders or to surrender any right or power herein conferred upon the Company or its Subsidiaries; (6) to conform the text of this Indenture, any Subsidiary Guarantees or the Notes to the “Description of Notes” in the Offering Memorandum; (7) to secure the Notes and any Subsidiary Guarantee; (8) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation, to facilitate the issuance and administration of the NotesSecurities; provided, however, that (ia) compliance with this Indenture as so amended would not result in the Notes such Securities being transferred in violation of the Securities Act or any other applicable securities law and (iib) such amendment does not materially and adversely affect the rights of Holders to transfer the Notessuch Securities; (917) to evidence and provide for comply with the acceptance rules of appointment by a successor ▇▇▇▇▇▇▇any applicable securities depositary; provided that the successor Trustee is otherwise qualified and eligible to act as such under the terms of this Indenture;or (1018) to provide for add collateral with respect to any or confirm the issuance of Additional Notes; and (11) to make any change that does not adversely affect the rights of any Holder all of the NotesSecurities of such series. After an amendment or supplement under this Section 9.01 Indenture becomes effective, the Company shall is required to mail to the Holders of each Security affected thereby a notice briefly describing such amendmentamendment or supplement. However, the failure to give such notice to all Holdersthe Holders of each Security affected thereof, or any defect therein, shall will not impair or affect the validity of an the amendment or supplemental indenture under this Section 9.01. The consent of the Holders is not necessary to approve the particular form of any proposed amendment or supplement; it is sufficient if such consent approves the substance of the proposed amendment or supplement.

Without Consent of Holders. The Company Notwithstanding Section 9.02, without the consent of any Holder of Notes, the Company, the Guarantors and the Trustee may amend or supplement this Indenture and or the Notes and the Subsidiary Guarantees issued hereunder without notice to or consent of any HolderNotes: (1i) to cure any ambiguity, omission, defect or inconsistency; (2) to comply with Article V of this Indenture in respect of the assumption by a Successor Company, as the case may be, of the obligations of the Company or any Subsidiary Guarantor under this Indenture, the Notes and the Subsidiary Guarantees issued hereunder; (3ii) to provide for uncertificated Notes in addition to or in place of certificated Notes; provided, however, Notes (provided that such the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code); (4iii) to provide for the assumption by a successor corporation of the obligations of the Company or a Guarantor to Holders under this Indenture in the case of a merger or consolidation; (iv) 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 under this Indenture of any such Holder; (v) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act; (vi) to evidence and provide for the acceptance of appointment under this Indenture of a successor trustee; (vii) to add Guarantees with respect one or more Guarantors under this Indenture, or to secure the Notes or release any such Guarantees in accordance with of the applicable provisions of this IndentureNote Guarantees; (5) to add to the covenants of the Company and its Subsidiaries for the benefit of the Holders or to surrender any right or power herein conferred upon the Company or its Subsidiaries; (6viii) to conform the text of this Indenture, any Subsidiary Guarantees or the Notes or any Note Guarantee to any provision of the section of the Offering Memorandum entitled “Description of Notes” to the extent that such provision in the section of the Offering Memorandum; (7) Memorandum entitled “Description of Notes” was intended to secure be a verbatim recitation of a provision of this Indenture, the Notes and any Subsidiary or such Note Guarantee; (8) ix) as necessary to conform this Indenture to any exemptive orders under the Trust Indenture Act received by the Company or any Guarantor; (x) to comply with the rules of any applicable securities depositary; or (xi) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation, to facilitate the issuance and administration of the Notes; provided, however, that (i1) compliance with this Indenture as so amended would not result in the Notes being transferred in violation of the Securities Act or any other applicable securities law and (ii2) such amendment does not materially and adversely affect the rights of Holders to transfer the Notes; (9) to evidence and provide for the acceptance of appointment by a successor ▇▇▇▇▇▇▇; provided that the successor Trustee is otherwise qualified and eligible to act as such under the terms of this Indenture; (10) to provide for or confirm the issuance of Additional Notes; and (11) to make any change that does not adversely affect the rights of any Holder of the Notes. After an amendment under this Section 9.01 becomes effective, the Company shall mail to Holders a notice briefly describing such amendment. However, the failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.01.

Without Consent of Holders. The Company (a) Notwithstanding Section 9.02, without the consent of any Holder, the Issuer, the Guarantors and the Trustee may amend or supplement this Indenture and Indenture, the Notes and the Subsidiary Note Guarantees issued hereunder without notice to or consent of any Holderto: (1) to cure any ambiguity, omission, defect mistake, defect, error or inconsistency; (2) to comply with Article V of this Indenture in respect of provide for the assumption by a Successor Company, as the case may be, successor entity of the obligations of the Company Issuer or any Subsidiary Guarantor under this Indenture, the Notes and or the Subsidiary Note Guarantees issued hereunderin accordance with Article 5; (3) to provide for or facilitate the issuance of uncertificated Notes in addition to or in place of certificated Notes; provided, however, provided that such the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code; (4) to comply with the rules of any applicable depositary; (5) add Guarantees Guarantors with respect to the Notes or release any such Guarantees a Guarantor from its obligations under its Note Guarantee or this Indenture, in each case, in accordance with the applicable provisions of this Indenture; provided that any supplemental indenture to add a Guarantor may be signed by the Issuer, the Guarantor providing the Note Guarantee, and the Trustee; (56) to secure the Notes and the Note Guarantees; (7) add to the covenants of the Company and its Restricted Subsidiaries or Events of Default for the benefit of Holders or to make changes that would provide additional rights to the Holders or to surrender any right or power herein conferred upon the Company Issuer or its Subsidiaries; (6) to conform the text of this Indenture, any Subsidiary Guarantees or the Notes to the “Description of Notes” in the Offering Memorandum; (7) to secure the Notes and any Subsidiary GuaranteeGuarantor; (8) to make any amendment to change that does not adversely affect the provisions of this Indenture relating to the transfer and legending of Notes as permitted by legal rights under 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 or the Note Guarantees of any Holder 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 Notesmaterial respect; (9) to evidence and provide for the acceptance of an appointment by under this Indenture of a successor ▇▇▇▇▇▇▇Trustee or successor paying agent; provided that the successor Trustee is otherwise qualified and eligible to act as such under the terms of this Indenture; (10) conform the text of this Indenture, the Notes or the Note Guarantees to provide for any provision of the “Description of the Notes” section of the Offering Memorandum to the extent that such provision in such “Description of the Notes” section was intended to be a verbatim recitation of a provision of this Indenture, the Notes or confirm the issuance Note Guarantees (as evidenced by an Officer’s Certificate of Additional Notes; andthe Issuer); (11) to make any change amendment to the provisions of this Indenture relating to the transfer, exchange and legending of Notes as permitted by this Indenture, including, without limitation, to facilitate the issuance and administration of the Notes or, if Incurred in compliance with this Indenture, Additional 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 applicable securities law and (B) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (12) to release any Holder Guarantor from its Note Guarantee pursuant to this Indenture when permitted or required by this Indenture; or (13) make any amendment to the provisions of the Notes. After an amendment under this Section 9.01 becomes effectiveIndenture, the Company shall mail Notes and/or the Note Guarantees to Holders a notice briefly describing such amendment. However, eliminate the failure to give such notice to all Holders, effect of any Accounting Change or any defect therein, shall not impair or affect in the validity of an amendment under this Section 9.01application thereof.

Without Consent of Holders. The Company Notwithstanding Section 9.2 hereof, this Indenture, the Notes of any series and Guarantees may be amended or supplemented by the Issuers, any Guarantor (with respect to this Indenture or a Guarantee to which it is a party) and the Trustee may amend or supplement this Indenture and the Notes and the Subsidiary Guarantees issued hereunder without notice to or consent of any HolderHolder of Notes of any series: (1i) to cure any ambiguity, omission, mistake, defect or inconsistencyinconsistency identified in an Officer’s Certificate delivered to the Trustee; (2ii) to conform the text of this Indenture (including any supplemental indenture or other instrument pursuant to which Additional Notes are issued), the Guarantees or the Notes of such series to the “Description of Notes” in the Offering Memorandum or, with respect to any Additional Notes and any supplemental indenture or other instrument pursuant to which such Additional Notes are issued, to the “Description of Notes” relating to the issuance of such Additional Notes, solely to the extent that such “Description of Notes” provides for terms of such Additional Notes that differ from the terms of the Initial Notes, as contemplated by Section 2.2; (iii) to comply with Article V of this Indenture in respect of Section 4.1; (iv) to provide for the assumption by a Successor Companysuccessor Person of the obligations of an Issuer or any Guarantor under this Indenture and the Notes of such series or Guarantee, as the case may be, of the obligations of the Company or any Subsidiary Guarantor under this Indenture, the Notes and the Subsidiary Guarantees issued hereunder; (3v) to provide for uncertificated Notes of such series in addition to or in place of certificated NotesNotes of such series; provided, however, provided that such the uncertificated Notes of such series are issued in registered form for purposes of Section 163(f) of the Code; (4vi) (A) to add or release Guarantees in accordance with the terms of this Indenture with respect to the Notes of such series or release any (B) to add additional co-issuers of the Notes of such Guarantees in accordance with the applicable provisions of this Indentureseries; (5vii) to secure the Notes of such series; (viii) to add to the covenants of the Company and its Subsidiaries Issuers for the benefit of the Holders or to surrender any right or power herein conferred upon the Company Issuers or its Subsidiariesany Guarantor; (6ix) to conform make any change that does not adversely affect the text rights of this Indenture, any Subsidiary Guarantees or the Notes Holder in any material respect upon delivery to the “Description Trustee of Notes” in an Officer’s Certificate certifying the Offering Memorandumabsence of such adverse effect; (7x) to secure comply with any requirement of the Notes and SEC in connection with any Subsidiary Guaranteequalification of this Indenture under the TIA; (8) xi) to make any amendment to the provisions of this Indenture relating to the transfer and legending of the Notes of such series as permitted by this Indenture, including, without limitation, to facilitate the issuance and administration of the NotesNotes of such series; provided, however, that (i) compliance with this Indenture as so amended would not result in the Notes of such series 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 NotesNotes of such series; (9xii) to evidence and provide for the acceptance of appointment by a successor ▇▇▇▇▇▇▇; Trustee, provided that the successor Trustee is otherwise qualified and eligible to act as such under the terms of this Indenture;; or (10xiii) to provide for or confirm the issuance of Additional Notes; and (11) to make any change that does not adversely affect the rights of any Holder of the Notes. After an amendment under this Section 9.01 becomes effective, the Company shall mail to Holders a notice briefly describing such amendment. However, the failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.01.

Without Consent of Holders. The Company (a) Notwithstanding Section 9.02, without the consent of any Holder, the Issuers, the Guarantors and the Trustee may amend or supplement this Indenture and Indenture, the Notes and the Subsidiary Note Guarantees issued hereunder without notice to or consent of any Holderto: (1) to cure any ambiguity, omission, defect or inconsistency; (2) to comply issue Additional Notes in compliance with Article V of this Indenture in respect of Section 4.09; (3) provide for the assumption by a Successor Company, as the case may be, successor of the obligations of the Company an Issuer or any Subsidiary Guarantor under this Indenture, the Notes and or the Subsidiary Note Guarantees issued hereunderin accordance with Section 5.01; (34) to provide for or facilitate the issuance of uncertificated Notes in addition to or in place of certificated Notes; provided, however, that such uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code; (45) to comply with the rules of any applicable Depositary; (6) (i) add Guarantees Guarantors with respect to the Notes or (ii) release any such Guarantees a Guarantor from its obligations under its Note Guarantee or this Indenture in accordance with the applicable provisions of this Indenture; (57) to secure the Notes and the Note Guarantees; (8) add to the covenants of the Company and Parent or its Restricted Subsidiaries or Events of Default for the benefit of Holders or to make changes that would provide additional rights to the Holders or to surrender any right or power herein conferred upon the Company Issuers or its Subsidiariesany Guarantor; (69) make any change that does not materially adversely affect the legal rights under this Indenture of any Holder; (10) evidence and provide for the acceptance of an appointment under this Indenture of a successor Trustee; provided that such successor Trustee is otherwise qualified and eligible to act as such under the terms of this Indenture; (11) conform the text of this Indenture, any Subsidiary Guarantees the Notes or the Notes Note Guarantees to any provision of the “Description of Notesnotes” in section of the Offering Memorandum;Memorandum to the extent that such provision in such “Description of notes” section was intended to be a verbatim recitation of a provision of this Indenture, the Notes or the Note Guarantees, as set forth in an Officer’s Certificate; or (712) to secure the Notes and any Subsidiary Guarantee; (8) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation, to facilitate the issuance and administration of the Notes or, if Incurred in compliance with this Indenture, Additional Notes; provided, however, that (iA) 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 laws and regulations and (iiB) such amendment does not materially and adversely affect the rights of Holders to transfer the Notes;. (9b) to evidence Upon the request of the Issuers, and provide for upon receipt by the acceptance Trustee of appointment the documents described in Section 12.03, the Trustee shall join with the Issuers and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by a successor ▇▇▇▇▇▇▇; provided that the successor Trustee is otherwise qualified and eligible to act as such under the terms of this Indenture; (10) to provide for or confirm the issuance of Additional Notes; and (11) Indenture and to make any change further appropriate agreements and stipulations that does may be therein contained, but the Trustee shall not adversely affect the rights of any Holder of the Notes. be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. (c) After an amendment amendment, supplement or waiver under this Section 9.01 becomes effective, the Company Issuers shall mail send to the Holders of Notes affected thereby a written notice briefly describing the amendment, supplement or waiver. Any failure of the Issuers to send such amendment. However, the failure to give such notice to all Holdersnotice, or any defect therein, shall not not, however, in any way impair or affect the validity of an amendment under this Section 9.01any such amendment, supplement or waiver.

Without Consent of Holders. The Company (a) Notwithstanding Section 9.02 of this Indenture, but subject to the terms of the Intercreditor Deed, the Parent, the Intermediate Guarantors, the Issuer, the Subsidiary Guarantors and the Trustee may amend or supplement this Indenture and Indenture, the Notes and the Subsidiary Note Guarantees issued hereunder without notice to or the consent of any HolderHolder to: (1) to cure any ambiguity, omission, defect or inconsistency; provided that such amendment does not, in the opinion of the Trustee, adversely affect the rights of any Holder in any material respect; (2) to comply with Article V of this Indenture in respect of provide for the assumption by a Successor Company, as the case may be, successor corporation in accordance with this Indenture of the obligations of the Company or any Subsidiary Guarantor Issuer under this Indenture, the Notes Indenture and the Subsidiary Guarantees issued hereunderNotes; (3) to provide for uncertificated Notes in addition to or in place of certificated Notes; Notes (provided, however, that such 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); (4) to add additional Guarantees with respect to the Notes or release any such Subsidiary Guarantors from Subsidiary Guarantees in accordance with as provided by the applicable provisions terms of this Indenture; (5) to add to the covenants of the Company and its Subsidiaries Issuer for the benefit of the Holders or to surrender any right or power herein conferred upon the Company Company, any Restricted Subsidiary or its any of their Subsidiaries; (6) to conform the text of this Indenture, any Subsidiary Guarantees or the Notes to the “Description of Notes” in the Offering Memorandum; (7) to secure the Notes and any Subsidiary Guarantee; (8) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, 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; (9) to evidence and provide for the acceptance of appointment by a successor ▇▇▇▇▇▇▇; provided that the successor Trustee is otherwise qualified and eligible to act as such under the terms of this Indenture; (10) to provide for or confirm the issuance of Additional Notes; and (11) to make any change that does not materially adversely affect the rights of any Holder in any respect, subject to the provisions of this Indenture; (7) provide for the issuance of Additional Notes; (8) mortgage, pledge, hypothecate or grant a security interest in any Property for the benefit of any Person; provided, however, that the granting of such security interest is not prohibited by this Indenture and Section 4.12 is complied with; (9) comply with any requirement of the SEC in connection with the qualification of this Indenture under the TIA; and (10) provide for a reduction in the minimum denominations of the Notes. After an . (b) An amendment under this Section 9.01 may not make any change to the subordination provisions of this Indenture that materially and adversely affects the rights under Article 12 hereof or under the Intercreditor Deed of any holder of Senior Indebtedness of the Senior Subordinated Subsidiary Guarantor then outstanding unless the holders of such Senior Indebtedness (or any group or Representative thereof authorized to give a consent) consent to such change. (c) After an amendment becomes effective, the Company shall Issuer is required to mail to Holders a notice briefly describing such amendment. However, the failure to give such notice to all Holders, or any defect therein, shall will not impair or affect the validity of an amendment the amendment. In addition, for so long as the Notes are listed on the Luxembourg Stock Exchange and the rules of such exchange so require, the Issuer will inform such exchange of any amendment, supplement or waiver and will publish notice of such amendment, supplement or waiver in Luxembourg in a daily newspaper with general circulation in Luxembourg (which is expected to be the Luxemburger Wort) or on the website of the Luxembourg Stock Exchange (▇▇▇.▇▇▇▇▇▇.▇▇). (d) Upon the request of the Issuer, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee will join with the Issuer in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Section 9.01Indenture or otherwise.

Without Consent of Holders. The Company Company, the Guarantors and the Trustee may amend or supplement this Indenture and Indenture, the Guarantees or the Notes and without the Subsidiary Guarantees issued hereunder without notice to or consent of any Holder: (1) to cure any ambiguity, omission, mistake, defect or inconsistency; (2) to comply with Article V of this Indenture in respect of the assumption by a Successor Company, as the case may be, of the obligations of the Company or any Subsidiary Guarantor under this Indenture, the Notes and the Subsidiary Guarantees issued hereunder; (3) to provide for uncertificated Notes in addition to or in place of certificated Notes; provided, however, that such uncertificated Notes are issued in registered or to alter the provisions of this Indenture relating to the form for purposes of Section 163(f) of the CodeNotes (including the related definitions) in a manner that does not materially adversely affect any Holder (as determined in good faith by the Company); (3) to comply with Section 5.01; (4) to add Guarantees with respect provide for the assumption of the Company’s or any Guarantor’s obligations to the Notes or release any such Guarantees in accordance with the applicable provisions of this IndentureHolders; (5) to add make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under this Indenture of any such Holder (as determined in good faith by the Company); (6) to add covenants of the Company and its Subsidiaries for the benefit of the Holders or to surrender any right or power herein conferred upon the Company or its Subsidiariesany Guarantor; (67) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee hereunder pursuant to the requirements hereof; (8) to provide for the issuance of exchange Notes or private exchange Notes that are identical to exchange Notes except that they are not freely transferable; (9) to provide for the issuance of Additional Notes in accordance with this Indenture; (10) to add a Guarantor under this Indenture and to allow a Guarantor to execute a supplemental indenture and/or guarantee the Notes or to release a Guarantor in accordance with the terms of this Indenture; (11) to conform the text of this Indenture, any Subsidiary the Guarantees or the Notes to any provisions of the “Description of Notes” in the Offering MemorandumMemorandum to the extent that such provision in such “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture, Guarantee or Notes (as determined in good faith by the Company); (712) to secure the Notes and any Subsidiary Guarantee; (8) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation, including to facilitate the issuance and administration of the Notes; provided, however, that (i) compliance with this Indenture as so amended would not result in 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 Notes (in each case, as determined in good faith by the NotesCompany); (913) to evidence and provide for the acceptance issuance of appointment by the Notes in a successor ▇▇▇▇▇▇▇; provided that the successor Trustee is otherwise qualified and eligible to act as such under manner consistent with the terms of this Indenture;; or (1014) to provide for or confirm the issuance of Additional Notes; and (11) to make any change that does not adversely affect the rights of any Holder comply with requirements of the Notes. After an amendment SEC in order to effect or maintain the qualification of this Indenture under this Section 9.01 becomes effective, the Company shall mail to Holders a notice briefly describing such amendment. However, the failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.01TIA.

Without Consent of Holders. The Company (a) Notwithstanding Section 9.02, without the consent of any Holder, the Company, any Guarantors and the Trustee may amend or supplement this Indenture and Indenture, the Notes and the Subsidiary Note Guarantees issued hereunder without notice to or consent of any Holderto: (1) to cure any ambiguity, omission, defect or inconsistency; (2) to comply issue Additional Notes in compliance with Article V Section 4.09; provided that no such amendments shall affect the terms of this Indenture in respect the Notes already issued and outstanding or the transferability of such Notes; (3) provide for the assumption by a Successor Company, as the case may be, successor of the obligations of the Company or any Subsidiary Guarantor under this Indenture, the Notes and or the Subsidiary Note Guarantees issued hereunderin accordance with Section 5.01; (34) to provide for or facilitate the issuance of uncertificated Notes in addition to or in place of certificated Notes; provided, however, provided that such 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 4701(b)(1)(B) of the Code; (45) to comply with the rules of any applicable Depositary; (6) (i) add Guarantees Guarantors with respect to the Notes or (ii) release any such Guarantees a Guarantor from its obligations under its Note Guarantee or this Indenture in accordance with the applicable provisions of this Indenture; (57) to secure the Notes and the Note Guarantees; (8) add to the covenants of the Company and or its Restricted Subsidiaries or Events of Default for the benefit of Holders or to make changes that would provide additional rights to the Holders Holders, or to surrender any right or power herein conferred upon the Company or its Subsidiariesany Guarantor; (69) make any change that does not materially adversely affect the legal rights under this Indenture of any Holder; (10) evidence and provide for the acceptance of an appointment under this Indenture of a successor Trustee; provided that the successor Trustee is otherwise qualified and eligible to act as such under the terms of this Indenture; (11) conform the text of this Indenture, any Subsidiary Guarantees the Notes or the Notes Note Guarantees to any provision of the “Description of Notesnotes” in section of the Offering Memorandum;Memorandum to the extent that such provision in such “Description of notes” section was intended to be a verbatim recitation of a provision of this Indenture, the Notes or the Note Guarantees, as set forth in an Officer’s Certificate; or (712) to secure the Notes and any Subsidiary Guarantee; (8) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation, to facilitate the issuance and administration of the Notes or, if Incurred in compliance with this Indenture, Additional Notes; provided, however, that (iA) 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 laws and regulations and (iiB) such amendment does not materially and adversely affect the rights of Holders to transfer the Notes;. (9b) to evidence Upon the request of the Company, and provide for upon receipt by the acceptance Trustee of appointment the documents described in Section 12.03, the Trustee shall join with the Company and any Guarantors in the execution of any amended or supplemental indenture authorized or permitted by a successor ▇▇▇▇▇▇▇; provided that the successor Trustee is otherwise qualified and eligible to act as such under the terms of this Indenture; (10) to provide for or confirm the issuance of Additional Notes; and (11) Indenture and to make any change further appropriate agreements and stipulations that does may be therein contained, but the Trustee shall not adversely affect the rights of any Holder of the Notes. be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. (c) After an amendment amendment, supplement or waiver under this Section 9.01 becomes effective, the Company shall mail send to the Holders of Notes affected thereby a written notice briefly describing the amendment, supplement or waiver. Any failure of the Company to send such amendment. However, the failure to give such notice to all Holdersnotice, or any defect therein, shall not not, however, in any way impair or affect the validity of an amendment under this Section 9.01any such amendment, supplement or waiver.

Without Consent of Holders. The Company Issuers, the Guarantors and the Trustee may amend or supplement this Indenture and or the Notes and the Subsidiary Guarantees issued hereunder without notice to or the consent of any HolderNoteholder: (1i) to cure any ambiguity, omission, defect or inconsistency; (2ii) to comply with Article V evidence the succession of this Indenture in respect of another Person to an Issuer or any Guarantor and the assumption by a Successor Company, as the case may be, any such Person of the obligations of such Issuer or such Guarantor, in each case, in accordance with the Company or any Subsidiary Guarantor under this Indenture, the Notes and the Subsidiary Guarantees issued hereunderprovisions of Article V; (3iii) to add any additional Events of Default; (iv) to add to the covenants of an Issuer or any Guarantor for the benefit of the Holders of the Notes or to surrender any right or power herein conferred upon an Issuer or any Guarantor; (v) to add one or more guarantees for the benefit of Holders of the Notes; (vi) to evidence the release of any Guarantor from its Guarantee of the Notes in accordance with this Indenture; (vii) to add collateral security with respect to the Notes or any Guarantee; (viii) to add or appoint a successor or separate Trustee or other agent; (ix) to provide for the issuance of any Additional Notes; (x) to provide for uncertificated Notes in addition to or in place of certificated Notes; provided, however, that such 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); (4) to add Guarantees with respect to the Notes or release any such Guarantees in accordance with the applicable provisions of this Indenture; (5) to add to the covenants of the Company and its Subsidiaries for the benefit of the Holders or to surrender any right or power herein conferred upon the Company or its Subsidiaries; (6xi) to conform the text of this Indenture, any Subsidiary Guarantees or the Notes or any Guarantee to any provision of the “Description of Notes” in section of the Offering MemorandumMemorandum to the extent such provision in such “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Notes or the Guarantees; (7xii) to secure the Notes and any Subsidiary Guarantee; (8) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation, to facilitate the issuance and administration of the Notes; provided, however, that (ia) compliance with this Indenture as so amended would not result in the Notes being transferred in violation of the Securities Act or any other applicable securities law and (iib) such amendment does not materially and adversely affect the rights of Holders to transfer the Notes; (9) to evidence and provide for the acceptance of appointment by a successor ▇▇▇▇▇▇▇; provided that the successor Trustee is otherwise qualified and eligible to act as such under the terms of this Indenture; (10) to provide for or confirm the issuance of Additional Notes; and (11xiii) to make any change that if the change does not adversely affect the rights interests of any Holder of the NotesNoteholder. After an amendment under this Section 9.01 9.1 becomes effective, the Company Issuers shall mail or electronically deliver or cause to Holders be mailed or electronically delivered to Noteholders a notice briefly describing such amendment. However, the The failure to give such notice to all HoldersNoteholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.019.1.

Without Consent of Holders. The Company Notwithstanding Section 9.2, without the consent of any Holder, the Issuer, the Trustee and the Trustee other parties thereto, as applicable, may amend or supplement this Indenture any Note Documents and the Notes Issuer may direct the Trustee, and the Subsidiary Guarantees issued hereunder without notice Trustee will, enter into an amendment or supplement to or consent of any HolderNote Document, to: (1) to cure any ambiguity, omission, defect mistake, defect, error or inconsistency, conform any provision of a Note Document to the “Description of the Notes” in the Offering Memorandum or reduce the minimum denomination of the Notes; (2) to comply with Article V of this Indenture in respect of provide for the assumption by a Successor Company, as the case may be, successor Person of the obligations of the Company or Issuer under any Subsidiary Guarantor under this Indenture, the Notes and the Subsidiary Guarantees issued hereunderNote Document; (3) to provide for uncertificated Notes in addition to or in place of certificated Notes; provided, however, that such uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code; (4) to add Guarantees with respect to the Notes or release any such Guarantees in accordance with the applicable provisions of this Indenture; (5) to add to the covenants of the Company and its Subsidiaries or provide for a Note Guarantee for the benefit of the Holders or to surrender any right or power herein conferred upon the Company Issuer or its Subsidiariesany Restricted Subsidiary; (5) make any change that does not adversely affect the rights of any Holder in any material respect; (6) to conform the text of this Indenture, any Subsidiary Guarantees or the Notes to the “Description of Notes” in the Offering Memorandum; (7) to secure the Notes and any Subsidiary Guarantee; (8) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, 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 such Notes being transferred in violation of the Securities Act or any other applicable securities law laws and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer such Notes; (7) make such provisions as necessary (as determined in good faith by the Issuer) for the issuance of Additional Notes otherwise permitted to be issued under this Indenture; (8) provide for any Restricted Subsidiary to provide a Note Guarantee in accordance with Section 3.2, to add Guarantees with respect to the Notes, to add security to or for the benefit of the Notes, or to confirm and evidence the release, termination, discharge or retaking of any Guarantee or Lien with respect to or securing the Notes when such release, termination, discharge or retaking is provided for under this Indenture, the Notes Collateral Documents or the Intercreditor Agreements, as applicable; (9) to evidence and provide for the acceptance and appointment under this Indenture or the Notes Collateral Documents of appointment by a successor ▇▇▇▇▇▇▇; provided that Trustee or Collateral Agent pursuant to the successor applicable requirements hereof or thereof or to provide for the accession by the Trustee is otherwise qualified and eligible or Collateral Agent, as applicable, to act as such under the terms of this Indentureany Note Document; (10) mortgage, pledge, hypothecate or grant any other Lien in favor of the Collateral Agent for its benefit and the benefit of the Trustee and the Holders, as additional security for the payment and performance of all or any portion of the Obligations securing the Notes and the Note Guarantees, in any property or assets, including any which are required to provide be mortgaged, pledged or hypothecated, or in which a Lien is required to be granted to or for the benefit of the Trustee or confirm the issuance Collateral Agent pursuant to the Indenture, any of Additional Notes; andthe Intercreditor Agreements, the Notes Collateral Documents or otherwise; (11) provide for the release of Collateral from the Lien pursuant to make any change that does not adversely affect this Indenture, the rights Notes Collateral Documents and the Intercreditor Agreements when permitted or required by the Notes Collateral Documents, this Indenture or the Intercreditor Agreements; (12) the extent necessary to provide for the granting of a security interest for the benefit of any Holder Person; provided that the granting of such security interest is not prohibited under this Indenture; or (13) secure under the Notes Collateral Documents any Pari Passu Debt Obligations otherwise permitted to be secured by the Collateral. Subject to Section 9.2, and upon receipt by the Trustee of the Notesdocuments described in Sections 9.6 and 13.4, the Trustee will join with the Issuer and the Guarantors, if applicable, in the execution of such amendment or supplement unless such amendment or supplement directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will not be obligated to, enter into such amendment or supplement. After an amendment or supplement under this Section 9.01 9.1 becomes effective, the Company Issuer shall mail to Holders a notice briefly describing such amendmentamendment or supplement. However, the The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment or supplement under this Section 9.019.1.

Without Consent of Holders. The Company and the Trustee may amend or supplement this Indenture and or the Notes and the Subsidiary Guarantees issued hereunder without notice to or consent of any HolderNoteholder: (1) a. to cure any ambiguity, omission, defect or inconsistency; (2) b. to comply with Article V of this Indenture in respect of the assumption by a Successor Company, as the case may be, of the obligations of the Company or any Subsidiary Guarantor under this Indenture, the Notes and the Subsidiary Guarantees issued hereunder5; (3) c. to provide for uncertificated Notes in addition to or in place of certificated Notes; provided, however, provided that such 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; (4) d. to add Guarantees with respect to the Notes or release any such Guarantors from their Note Guaranties as provided by the terms of this Indenture or the Note Guaranties; e. to secure the Notes or the Note Guarantees (and, thereafter, provide releases of collateral in accordance with the applicable provisions of this Indenture; (5) security documents entered into in connection therewith), to add to the covenants of the Company and its Subsidiaries for the benefit of the Holders or to surrender any right or power herein conferred upon the Company or its SubsidiariesCompany; (6) to conform the text of this Indenture, any Subsidiary Guarantees or the Notes to the “Description of Notes” in the Offering Memorandum; (7) to secure the Notes and any Subsidiary Guarantee; (8) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, 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; (9) to evidence and provide for the acceptance of appointment by a successor ▇▇▇▇▇▇▇; provided that the successor Trustee is otherwise qualified and eligible to act as such under the terms of this Indenture; (10) to provide for or confirm the issuance of Additional Notes; and (11) f. to make any change that does not adversely affect the rights of any Holder Noteholder in any material respect; g. to comply with any requirements of the SEC in connection with qualifying, or maintaining the qualification of, this Indenture under the TIA; h. to provide for the issuance of additional Notes in accordance with this Indenture; i. to conform any provision of this Indenture to the “Description of Notes” contained in the Offering Memorandum; j. to evidence or provide for the acceptance of appointment hereunder of a successor Trustee; k. to provide for the addition of a corporate co-issuer in accordance with Article 5 hereunder; l. to add covenants or Events of Default for the benefit of the Noteholder or surrender any right or power conferred upon the Company or any Guarantor. After an amendment under this Section 9.01 becomes effective, the Company shall mail to Holders Noteholders a notice briefly describing such amendment. However, the The failure to give such notice to all HoldersNoteholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.01Section.

Without Consent of Holders. (a) The Company Company, the Note Guarantors and the Trustee Trustee, without the consent of the Holders, may amend or supplement this Indenture and or the Notes and for the Subsidiary Guarantees issued hereunder without notice to or consent of any Holderpurposes specified below: (1) to cure any ambiguity, omission, defect or inconsistency; (2) to comply with Article V of this Indenture IV in respect of the assumption by a Successor Company, as the case may be, Entity of the obligations of the Company or any Subsidiary Guarantor under this Indenture, the Notes and the Subsidiary Guarantees issued hereunderthis Indenture; (3) to provide for uncertificated Notes in addition to or in place of certificated Notes; provided, however, that such the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code; (4) to add Guarantees guarantees with respect to the Notes or release any such Guarantees in accordance with to secure the applicable provisions of this IndentureNotes; (5) to add to the covenants of the Company and its Subsidiaries for the benefit of the Holders or to surrender any right or power herein conferred upon the Company or its SubsidiariesCompany; (6) to conform comply with any requirements of the text of SEC in connection with qualifying this Indenture, any Subsidiary Guarantees or Indenture under the Notes to the “Description of Notes” in the Offering MemorandumTIA; (7) to secure the Notes and any Subsidiary Guarantee; (8) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, 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; (9) to evidence and provide for the acceptance of appointment by a successor ▇▇▇▇▇▇▇; provided that the successor Trustee is otherwise qualified and eligible to act as such under the terms of this Indenture; (10) to provide for or confirm the issuance of Additional Notes; and (11) to make any change that does not not, in the opinion of the Trustee, adversely affect the rights of any Holder in any material respect (it being understood that the Trustee will be entitled to rely on such evidence it deems appropriate in formulating this opinion, including an Opinion of Counsel and Officer's Certificate); (8) to provide for the issuance of the Exchange Notes and Private Exchange Notes. , which will have terms substantially identical to the other Outstanding Notes except for the requirement of a Private Placement Legend and related transfer restrictions under the Securities Act and this Indenture and as to the applicability of additional interest payable as provided in Section 2.14, and which will be treated, together with any other Outstanding Notes, as a single issue of securities; or (9) to provide for the issuance of Additional Notes as permitted by Sections 2.2(c) and 2.13, which will have terms substantially identical to the other Outstanding Notes except as specified in Section 2.13 or 2.14, and which will be treated, together with any other Outstanding Notes, as a single issue of securities. (b) After an amendment or supplement under this Section 9.01 9.1 becomes effective, the Company shall mail to Holders a notice briefly describing such amendmentamendment or supplement. However, the The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment or supplement under this Section 9.019.1.

Without Consent of Holders. The Company and Notwithstanding Section 9.2 of this Indenture, the Issuer, any Guarantor (with respect to its Guarantee, this Indenture or the Security Documents), the Trustee and/or the Collateral Agent may amend amend, supplement or supplement modify this Indenture Indenture, any Guarantee, the Security Documents and the Notes and without the Subsidiary Guarantees issued hereunder without notice to or consent of any Holder: (1) to cure any ambiguity, omission, defect mistake, defect, error or inconsistency, conform any provision to any provision under the heading “Description of Notes” in the Offering Circular or reduce the minimum denomination of the Notes; (2) to comply with Article V of this Indenture in respect of provide for the assumption by a Successor Company, as the case may be, successor Person of the obligations of the Company Issuer or any Subsidiary a Guarantor under any Note Document or to comply with Section 4.1, including any assumption of the obligations of the Issuer in accordance with the terms of this Indenture, the Notes and the Subsidiary Guarantees issued hereunder; (3) to provide for uncertificated Notes in addition to or in place of certificated Notes; provided, however, that such uncertificated Notes are issued in registered or to alter the provisions of this Indenture relating to the form for purposes of Section 163(f) of the CodeNotes (including related definitions); (4) to add Guarantees with respect to the Notes or release any such Guarantees in accordance with the applicable provisions of this Indenture; (5) to add to modify the covenants of the Company and its Subsidiaries or provide for a Note Guarantee for the benefit of the Holders or to surrender any right or power herein conferred upon the Company Issuer or its Subsidiariesany Restricted Subsidiary; (5) to make any change (including changing the CUSIP or other identifying number on any Notes) that would provide any additional rights or benefits to the Holders or that does not materially and adversely affect the rights of any Holder in any material respect; (6) to conform at the text Issuer’s election, comply with any requirement of the SEC in connection with the qualification of this IndentureIndenture under the Trust Indenture Act, any Subsidiary Guarantees or the Notes to the “Description of Notes” in the Offering Memorandumif such qualification is required; (7) to secure make such provisions as necessary for the issuance of Additional Notes and any Subsidiary Guaranteein accordance with the terms of this Indenture; (8) provide for any Restricted Subsidiary to provide a Note Guarantee in accordance with Section 3.2, to add Guarantees with respect to the Notes, to add security to or for the benefit of the Notes, or to confirm and evidence the release, termination, discharge or retaking of any Guarantee or Lien with respect to or securing the Notes when such release, termination, discharge or retaking is provided for under this Indenture; (9) evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee, a successor Collateral Agent or successor Paying Agent thereunder pursuant to the requirements hereof or to provide for the accession by the Trustee or Collateral Agent to any Note Document; (10) secure the Notes and/or the related Note Guarantees or to add collateral thereto; (11) add an obligor or a Guarantor under this Indenture; (12) make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation, including to facilitate the issuance and administration of the Notes; provided, however, that (i) compliance with this Indenture as so amended would not result in 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; (913) to evidence comply with the rules and provide for the acceptance procedures of appointment by a successor ▇▇▇▇▇▇▇; provided that the successor Trustee is otherwise qualified and eligible to act as such under the terms of this Indentureany applicable securities depositary; (1014) 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 First Lien Notes Obligations, in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a Lien is required to be granted to or for the benefit of the Trustee or the Collateral Agent pursuant to this Indenture, any of the Security Documents or otherwise; (15) to add Additional First Lien Secured Parties to any Security Documents; (16) to enter into the Junior Intercreditor Agreement, or any intercreditor agreement having substantially similar terms with respect to the Holders as set forth in the Security Documents, taken as a whole, or any joinder thereto; and (17) to provide for or confirm the issuance of Additional Notes; and (11) to make any change that does not adversely affect the rights succession of any Holder parties to the Security Documents (and other amendments that are administrative or ministerial in nature) in connection with an amendment, renewal, extension, substitution, refinancing, restructuring, replacement, supplementing or other modification from time to time of the NotesCredit Agreement or any other agreement that is not prohibited by this Indenture. After an amendment Subject to Section 9.2, upon the request of the Issuer and upon receipt by the Trustee and the Collateral Agent of the documents described in Section 9.6 and 14.2 hereof, the Trustee and/or the Collateral Agent will join with the Issuer and the Guarantors in the execution of such amended or supplemental indenture, security documents or intercreditor agreements, unless such amended or supplemental indenture, security documents or intercreditor agreements affects the Trustee’s or Collateral Agent’s own rights, duties, liabilities or immunities under this Section 9.01 becomes effectiveIndenture and the Security Documents or otherwise, in which case the Company shall mail to Holders a notice briefly describing Trustee or Collateral Agent, as applicable, may in its discretion, but will not be obligated to, enter into such amendment. Howeveramended or supplemental indenture, the failure to give such notice to all Holders, security documents or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.01intercreditor agreements.

Without Consent of Holders. The Company Company, the Subsidiary Guarantors and the Trustee may amend or supplement this Indenture and or the Notes and the Subsidiary Guarantees issued hereunder of a series without notice to or consent of any HolderNoteholder of such series: (1) to cure any ambiguity, omission, defect or inconsistency; (2) to comply with Article V evidence the succession of this Indenture in respect of another Person to the Company or any Subsidiary Guarantor and the assumption by a Successor Company, as the case may be, any such Person of the obligations of the Company or any such Subsidiary Guarantor under this IndentureGuarantor, in each case, in accordance with the Notes and the Subsidiary Guarantees issued hereunderprovisions of Article V; (3) to add any additional Events of Default; (4) to add to the covenants of the Company for the benefit of the Holders of all the Notes of such series or to surrender any right or power herein conferred upon the Company; (5) to add one or more Guarantees for the benefit of Holders of the Notes; (6) to evidence the release of any Subsidiary Guarantor from its Guarantee of the Notes in accordance with Article X; (7) add collateral security with respect to the Notes of such series or any Guarantee; (8) to add or appoint a successor or separate Trustee or other agent; (9) to provide for the issuance of any Notes or Additional Notes of such series; (10) to comply with any requirements in connection with qualifying this Indenture under the Trust Indenture Act; (11) to comply with the rules of any applicable securities depository; (12) to provide for uncertificated Notes in addition to or in place of certificated Notes; provided, however, that such the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code; (4) to add Guarantees with respect to the Notes or release any such Guarantees in accordance with the applicable provisions of this Indenture; (5) to add to the covenants of the Company and its Subsidiaries for the benefit of the Holders or to surrender any right or power herein conferred upon the Company or its Subsidiaries; (613) to conform the text provisions of this Indenture, any Subsidiary Guarantees or the Notes Indenture to the “Description of Notes” and “Description of Debt Securities” sections of any prospectus prepared in the Offering Memorandum; (7) to secure the Notes and any Subsidiary Guarantee; (8) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation, to facilitate connection with 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; (914) to evidence and provide for the acceptance make changes to this Indenture applicable only to other series of appointment by a successor ▇▇▇▇▇▇▇; provided that the successor Trustee is otherwise qualified and eligible to act as such under the terms of this Indenture; (10) to provide for or confirm the issuance of Additional NotesNotes issuable hereunder; and (1115) to make change any other provision if the change that does not adversely affect the rights interests of any Holder Noteholder of the Notessuch series. After an amendment under this Section 9.01 9.1 becomes effective, the Company shall mail to Holders Noteholders a notice briefly describing such amendment. However, the The failure to give such notice to all HoldersNoteholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.019.1.

Without Consent of Holders. The Company Issuer and the Trustee may amend amend, waive or supplement this Indenture and or the Notes and the Subsidiary Guarantees issued hereunder without prior notice to or consent of any Holder: (1) to cure any ambiguity, omission, defect provide for the assumption of the Issuer’s or inconsistencya Guarantor’s obligations to the Holders in accordance with Section 5.01; (2) to comply with Article V of this Indenture in respect of the assumption by a Successor Company, as the case may be, of the obligations of the Company or any Subsidiary Guarantor under this Indenture, the Notes and the Subsidiary Guarantees issued hereunder; (3) to provide for uncertificated Notes in addition to or in place of certificated Notes; provided; (3) to cure any ambiguity, however, that such uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Codedefect or inconsistency; (4) to add Guarantees any guarantees with respect to the Notes or Notes, including the Note Guarantees; (5) to release any such Guarantees Guarantor from any of its obligations under its Note Guarantee or this Indenture (to the extent permitted by this Indenture); (6) to comply with any requirement of the SEC in connection with any required qualification of this Indenture under the TIA; (7) to secure the Notes; (8) to provide for the issuance of Additional Notes in accordance with the applicable provisions of set forth in this Indenture; (59) to add to the covenants of the Company and its Subsidiaries Issuer or a Subsidiary for the benefit of the Holders of the Notes or to surrender any right or power herein conferred upon the Company Issuer or its Subsidiariesa Subsidiary; (6) to conform the text of this Indenture, any Subsidiary Guarantees or the Notes to the “Description of Notes” in the Offering Memorandum; (7) to secure the Notes and any Subsidiary Guarantee; (8) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, 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; (910) to evidence and provide for the acceptance of appointment by a successor ▇▇▇▇▇▇▇; provided that trustee with respect to the successor Trustee is otherwise qualified Notes and eligible to act as such under add to or change any of the terms provisions of this Indenture; (10) Indenture as shall be necessary to provide for or confirm facilitate the issuance administration of Additional Notes; andthe trusts thereunder by more than one trustee; (11) to conform the text of this Indenture, the Notes or the Note Guarantees to any provision of the “Description of notes” in the Offering Memorandum to the extent that such provision in the “Description of notes” was intended to be a verbatim recitation of a provision of this Indenture, the Notes or the Note Guarantees; or (12) to make any change that does not materially adversely affect the rights of any Holder hereunder. The Trustee is hereby authorized to join with the Issuer in the execution of any supplemental indenture authorized or permitted by the Notes. After an amendment terms of this Indenture and to make any further appropriate agreements and stipulations which may be therein contained, but the Trustee shall not be obligated to enter into any such supplemental indenture which adversely affects its own rights, duties or immunities under this Section 9.01 becomes effective, the Company shall mail to Holders a notice briefly describing such amendment. However, the failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.01Indenture.

Without Consent of Holders. The Company Notwithstanding SECTION 9.2 of this Indenture, the Company, any Guarantor (with respect to its Note Guarantee or this Indenture), if applicable, and the Trustee may amend amend, supplement or supplement this Indenture and modify the Notes and Note Documents, without the Subsidiary Guarantees issued hereunder without notice to or consent of any Holder, to: (1) to cure any ambiguity, omission, defect mistake, defect, error or inconsistency, or reduce the minimum denomination of the Notes; (2) to comply with Article V of this Indenture in respect of provide for the assumption by a Successor Company, as the case may be, successor Person of the obligations of the Company or any Subsidiary a Guarantor under this Indenture, the Notes and the Subsidiary Guarantees issued hereunderany Note Document or in connection with its compliance with SECTION 4.1; (3) to provide for uncertificated Notes in addition to or in place of certificated Notes; provided, however, that such uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code; (4) to add Guarantees with respect to the Notes or release any such Guarantees in accordance with the applicable provisions of this Indenture; (5) to add to the covenants of the Company and its Subsidiaries or provide for a Note Guarantee for the benefit of the Holders or to surrender any right or power herein conferred upon the Company or its Subsidiariesany Restricted Subsidiary; (5) make any change (including changing the CUSIP or other identifying number on any Notes) that would provide any additional rights or benefits to the Holders or that does not adversely affect the rights of any Holder in any material respect (as determined in the good faith of the Company); (6) to conform comply with any requirement of the text SEC in connection with the qualification or maintenance of the qualification of this Indenture, any Subsidiary Guarantees or Indenture under the Notes to the “Description of Notes” in the Offering MemorandumTrust Indenture Act; (7) to secure make such provisions as necessary (as determined in good faith by the Notes and any Subsidiary GuaranteeCompany) for the issuance of Additional Notes; (8) to add security to or for the benefit of the Notes, or to confirm and evidence the release, termination, discharge or retaking of any Guarantee or Lien with respect to or securing the Notes when such release, termination, discharge or retaking is provided for under this Indenture; (9) evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee or successor Paying Agent pursuant to the requirements hereof or to provide for the accession by the Trustee to any Notes Document; or (10) make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation, including to facilitate the issuance and administration of the Notes; provided, however, that (i) compliance with this Indenture as so amended would not result in the Notes being transferred in violation of the Securities Act or any other applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer the NotesNotes in any material respect; (9) to evidence and provide for the acceptance of appointment by a successor ▇▇▇▇▇▇▇; provided that the successor Trustee is otherwise qualified and eligible to act as such under the terms of this Indenture; (10) to provide for or confirm the issuance of Additional Notes; and (11) to comply with the rules and procedures of any applicable securities depositary; or (12) make any change that does not adversely affect amendment to the rights provisions of any Holder this Indenture, the Note Guarantees and/or the Notes as described in clause (i) to the proviso of the Notesdefinition of GAAP. After an Subject to SECTION 9.2 upon the request of the Company, or amendment or supplement to the Note Documents, and upon receipt by the Trustee of the documents described in SECTIONS 9.6 and 13.4 hereof, the Trustee will join with the Company and the Guarantors, if applicable, in the execution of such amended or supplemental indenture or supplement to the Note Documents unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Section 9.01 becomes effectiveIndenture or otherwise, in which case the Company shall mail Trustee may in its discretion, but will not be obligated to, enter into such amended or supplemental indenture or supplement to Holders a notice briefly describing such amendment. However, the failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.01Note Documents.

Without Consent of Holders. The Company Notwithstanding Section 9.02 hereof, the Issuer, the Guarantors and the Trustee may amend or supplement this Indenture and any Guarantee or Notes without the Notes and the Subsidiary Guarantees issued hereunder without notice to or consent of any Holder: (1) to cure any ambiguity, omission, mistake, defect or inconsistency; (2) to comply with Article V of this Indenture in respect of the assumption by a Successor Company, as the case may be, of the obligations of the Company or any Subsidiary Guarantor under this Indenture, the Notes and the Subsidiary Guarantees issued hereunder; (3) to provide for uncertificated Notes in addition to or in place of certificated Notes; provided, however, that such uncertificated Notes are issued in registered form for purposes of ; (3) to comply with Section 163(f) of the Code5.01 hereof; (4) to add Guarantees with respect provide for the assumption of the Issuer’s or any Guarantor’s obligations to the Notes or release any such Guarantees in accordance with the applicable provisions of this IndentureHolders; (5) to add make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under this Indenture of any such Holder in any material respect; (6) to add covenants of the Company and its Subsidiaries for the benefit of the Holders or to surrender any right or power herein conferred upon the Company Issuer or its Subsidiariesany Guarantor; (67) to provide for the issuance of Additional Notes in accordance with the terms of this Indenture; (8) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee hereunder pursuant to the requirements hereof; (9) to provide for the issuance of exchange notes or private exchange notes, which are identical to exchange notes except that they are not freely transferable; (10) to add a Guarantor or co-obligor under this Indenture or to release a Guarantor in accordance with the terms of this Indenture; (11) to conform the text of this Indenture, any Subsidiary the Guarantees or the Notes to any provision of the “Description of the Notes” in section of the Offering MemorandumMemorandum to the extent that such provision in such “Description of the Notes” section was intended to be a verbatim recitation of a provision of this Indenture, the Guarantees or the Notes; (712) to secure the Notes and any Subsidiary Guarantee; (8) to make any amendment to amend the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation, including to facilitate the issuance and administration of the Notes; provided, however, provided 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; (913) to evidence mortgage, pledge, hypothecate or grant any other Lien in favor of the Trustee for the benefit of Holders, as security for the payment and performance of all or any portion of the Notes, in any property or assets; (14) to provide for the acceptance succession of appointment any parties to this Indenture (and other amendments that are administrative or ministerial in nature); or (15) to comply with the rules of any applicable securities depositary. Upon the request of the Issuer accompanied by a successor ▇▇▇▇▇▇▇; provided that resolution of its board of directors authorizing the successor execution of any such amended or supplemental indenture, and upon receipt by the Trustee is otherwise qualified of the documents described in Section 7.02 hereof (to the extent requested by the Trustee and eligible subject to act as such under the last sentence of Section 9.05 hereof), the Trustee shall join with the Issuer and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture; (10) to provide for or confirm the issuance of Additional Notes; and (11) Indenture and to make any change further appropriate agreements and stipulations that does may be therein contained, but the Trustee shall have the right, but not adversely affect the rights of any Holder of the Notes. After an amendment be obligated to, enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Section 9.01 becomes effectiveIndenture or otherwise. Notwithstanding the foregoing, neither an Opinion of Counsel nor an Officer’s Certificate nor a board resolution shall be required in connection with the addition of a Guarantor under this Indenture upon execution and delivery by such Guarantor and the Trustee of a supplemental indenture to this Indenture, the Company shall mail to Holders a notice briefly describing such amendment. However, the failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity form of an amendment under this Section 9.01which is attached as Exhibit D hereto.

Without Consent of Holders. The Company and From time to time, the Company, the Guarantors, the Trustee may amend and, if such amendment, modification, waiver or supplement this Indenture and relates to the Notes and Intercreditor Agreement or any Collateral Agreement, the Subsidiary Guarantees issued hereunder Collateral Agent, without notice to or the consent of any Holderthe Holders, may amend, modify, waive or supplement provisions of this Indenture, the Notes, the Guarantees, the Intercreditor Agreement or the Collateral Agreements: (1) to cure any ambiguity, omission, defect or inconsistencyinconsistency contained therein; (2) to comply with Article V of this Indenture in respect of the assumption by a Successor Company, as the case may be, of the obligations of the Company or any Subsidiary Guarantor under this Indenture, the Notes and the Subsidiary Guarantees issued hereunder; (3) to provide for uncertificated Notes in addition to or in place of certificated Notes; provided, however, that such uncertificated Notes are issued in registered form respectively; (3) to provide for purposes of Section 163(f) the assumption of the CodeCompany’s or a Guarantor’s obligations to Holders in accordance with Section 5.01 or 10.04, as the case may be; (4) to add Guarantees with respect make any change that would provide any additional rights or benefits to the Notes Holders or release that does not adversely affect the legal rights of any such Guarantees in accordance with the applicable provisions of Holder under this Indenture, the Notes, the Guarantees, the Intercreditor Agreement or the Collateral Agreements; (5) to add to the covenants comply with requirements of the Company and its Subsidiaries for SEC in order to effect or maintain the benefit qualification of this Indenture under the Holders or to surrender any right or power herein conferred upon the Company or its SubsidiariesTIA; (6) to conform the text of this Indenture, allow any Subsidiary Guarantees or any other Person to guarantee the Notes to the “Description of Notes” in the Offering Memorandum; (7) if necessary, in connection with any addition or release of Collateral permitted under the terms of this Indenture, the Intercreditor Agreement or the Collateral Agreements; (8) to secure release a Guarantor as permitted under this Indenture and the Notes and any Subsidiary related Guarantee; (8) 9) to provide for the issuance of Additional Notes in accordance with the terms hereof, to the extent Indebtedness in an aggregate principal amount equal to the aggregate principal amount of such Additional Notes to be issued could otherwise be incurred pursuant to this Indenture, without giving effect to such amendment, modification, waiver or supplement; or (10) to make any amendment to the provisions of this Indenture relating to the form, authentication, 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 (ia) compliance with this Indenture as so amended would not result in the Notes being transferred in violation of the Securities Act or any other applicable securities law and (iib) such amendment does not materially and adversely affect the rights of Holders to transfer the Notes; (9) to evidence , and provide for the acceptance of appointment by a successor ▇▇▇▇▇▇▇; provided that the successor Trustee unless such amendment, modification, waiver or supplement is otherwise qualified and eligible to act specifically required hereunder, so long as such under amendment, modification, waiver or supplement does not, in the terms opinion of this Indenture; (10) the Trustee and, if such amendment, modification, waiver or supplement relates to provide for the Intercreditor Agreement or confirm any Collateral Agreement, the issuance of Additional Notes; and (11) to make any change that does not Collateral Agent, adversely affect the rights of any Holder of the NotesHolders in any material respect. After an amendment under Notwithstanding the foregoing, in formulating its opinion in regards to this Section 9.01 becomes effectivethe Trustee or the Collateral Agent, the Company shall mail as applicable, is entitled to Holders a notice briefly describing rely on such amendment. Howeverevidence as it deems appropriate, the failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity including solely on an Opinion of an amendment under this Section 9.01Counsel.

Without Consent of Holders. The Company and Notwithstanding Section 9.2 of this Indenture, the Issuer, any Guarantor (with respect to its Guarantee, this Indenture or the Security Documents), the Trustee and/or the Collateral Agent may amend amend, supplement or supplement modify this Indenture Indenture, any Guarantee, the Security Documents and the Notes and without the Subsidiary Guarantees issued hereunder without notice to or consent of any Holder: (1) to cure any ambiguity, omission, defect mistake, defect, error or inconsistency, conform any provision to any provision under the heading “Description of Notes” in the Offering Memorandum or reduce the minimum denomination of the Notes; (2) to comply with Article V of this Indenture in respect of provide for the assumption by a Successor Company, as the case may be, successor Person of the obligations of the Company Issuer or any Subsidiary a Guarantor under any Note Document or to comply with Section 4.1, including any assumption of the obligations of the Issuer in accordance with the terms of this Indenture, the Notes and the Subsidiary Guarantees issued hereunder; (3) to provide for uncertificated Notes in addition to or in place of certificated Notes; provided, however, that such uncertificated Notes are issued in registered or to alter the provisions of this Indenture relating to the form for purposes of Section 163(f) of the CodeNotes (including related definitions); (4) to add Guarantees with respect to the Notes or release any such Guarantees in accordance with the applicable provisions of this Indenture; (5) to add to modify the covenants of the Company and its Subsidiaries or provide for a Note Guarantee for the benefit of the Holders or to surrender any right or power herein conferred upon the Company Issuer or its Subsidiariesany Restricted Subsidiary; (5) to make any change (including changing the CUSIP or other identifying number on any Notes) that would provide any additional rights or benefits to the Holders or that does not materially and adversely affect the rights of any Holder in any material respect; (6) to conform at the text Issuer’s election, comply with any requirement of the SEC in connection with the qualification of this IndentureIndenture under the Trust Indenture Act, any Subsidiary Guarantees or the Notes to the “Description of Notes” in the Offering Memorandumif such qualification is required; (7) to secure make such provisions as necessary for the issuance of Additional Notes and any Subsidiary Guaranteein accordance with the terms of this Indenture; (8) provide for any Restricted Subsidiary to provide a Note Guarantee in accordance with Section 3.2, to add Guarantees with respect to the Notes, to add security to or for the benefit of the Notes, or to confirm and evidence the release, termination, discharge or retaking of any Guarantee or Lien with respect to or securing the Notes when such release, termination, discharge or retaking is provided for under this Indenture; (9) evidence and provide for the acceptance and appointment under this Indenture of a successor ▇▇▇▇▇▇▇, a successor Collateral Agent or successor Paying Agent thereunder pursuant to the requirements hereof or to provide for the accession by the Trustee or Collateral Agent to any Note Document; (10) secure the Notes and/or the related Note Guarantees or to add collateral thereto; (11) add an obligor or a Guarantor under this Indenture; (12) make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation, including to facilitate the issuance and administration of the Notes; provided, however, that (i) compliance with this Indenture as so amended would not result in 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; (913) to evidence comply with the rules and provide for the acceptance procedures of appointment by a successor ▇▇▇▇▇▇▇; provided that the successor Trustee is otherwise qualified and eligible to act as such under the terms of this Indentureany applicable securities depositary; (1014) 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 First Lien Notes Obligations, in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a Lien is required to be granted to or for the benefit of the Trustee or the Collateral Agent pursuant to this Indenture, any of the Security Documents or otherwise; (15) to add Additional First Lien Secured Parties to any Security Documents; (16) to enter into any intercreditor agreement having substantially similar terms with respect to the Holders as set forth in the Security Documents, taken as a whole, or any joinder thereto; and (17) to provide for or confirm the issuance of Additional Notes; and (11) to make any change that does not adversely affect the rights succession of any Holder parties to the Security Documents (and other amendments that are administrative or ministerial in nature) in connection with an amendment, renewal, extension, substitution, refinancing, restructuring, replacement, supplementing or other modification from time to time of the NotesCredit Agreement or any other agreement that is not prohibited by this Indenture. After an amendment Subject to Section 9.2, upon the request of the Issuer and upon receipt by the Trustee and the Collateral Agent of the documents described in Section 9.6 and Section 13.2 hereof, the Trustee and/or the Collateral Agent will join with the Issuer and the Guarantors in the execution of such amended or supplemental indenture, security documents or intercreditor agreements, unless such amended or supplemental indenture, security documents or intercreditor agreements affects the Trustee’s or Collateral Agent’s own rights, duties, liabilities or immunities under this Section 9.01 becomes effectiveIndenture and the Security Documents or otherwise, in which case the Company shall mail to Holders a notice briefly describing Trustee or Collateral Agent, as applicable, may in its discretion, but will not be obligated to, enter into such amendment. Howeveramended or supplemental indenture, the failure to give such notice to all Holders, security documents or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.01intercreditor agreements.

Without Consent of Holders. The Notwithstanding Section 9.02, without the consent of any Holder, the Company and the Trustee at any time and from time to time, may amend or supplement this Indenture and and/or the Notes and the Subsidiary Guarantees issued hereunder without notice to or consent of any Holderto: (1a) evidence the succession of another corporation to the Company or successive successions and the assumption of the covenants, agreements and obligations of the Company by a successor; (b) add to the covenants of the Company for the benefit of the Holders of the Notes or to surrender any of its rights or powers; (c) add Events of Default for the benefit of Holders of the Notes; (d) add to, change or eliminate any provision of this Indenture applying to the Notes, provided that the Company deems such action necessary or advisable and that such action does not adversely affect the interests of any Holder of the Notes; (e) evidence and provide for a successor Trustee or to add to or change any provisions to the extent necessary to appoint a separate Trustee for the Notes; (f) cure any ambiguity, omission, defect or inconsistencyinconsistency under this Indenture; (2g) to comply with Article V supplement any provisions of this Indenture necessary to defease and discharge the Notes or this Indenture otherwise in respect of accordance with the assumption by a Successor Companydefeasance or discharge provisions, as the case may be, of the obligations of the Company this Indenture, or any Subsidiary Guarantor to make other provisions with respect to matters or questions arising under this Indenture, ; provided that such action does not adversely affect the interests of the Holders of any Notes and the Subsidiary Guarantees issued hereunderin any material respect; (3h) to add to, change or eliminate any provisions of this Indenture to comply with the provisions of the DTC, Euroclear or Clearstream or the Trustee with respect to provisions of this Indenture or the Notes relating to transfers or exchanges of Notes or beneficial interests in the Notes; (i) to provide collateral security for the Notes or to release collateral in accordance with Section 4.09; (j) to provide for uncertificated Notes or release guarantors in addition to or in place of certificated Notes; provided, however, that such uncertificated Notes are issued in registered form for purposes of accordance with Section 163(f) of the Code4.07; (4k) to add Guarantees provide for the issuance of Additional Notes ranking equally with respect the Notes in all respects (other than the payment of interest accruing prior to the issue date of such Additional Notes or release any except for the first payment of interest following the issue date of such Guarantees in accordance with the applicable provisions of this Indenture;Additional Notes); or (5l) to add to the covenants of the Company and its Subsidiaries for the benefit of the Holders or to surrender conform any right or power herein conferred upon the Company or its Subsidiaries; (6) to conform the text of this Indenture, any Subsidiary Guarantees or the Notes provision to the “Description of Notes” contained in the Offering Memorandum; (7) to secure the Notes and any Subsidiary Guarantee; (8) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, 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; (9) to evidence and provide for the acceptance of appointment by a successor ▇▇▇▇▇▇▇; provided that the successor Trustee is otherwise qualified and eligible to act as such under the terms of this Indenture; (10) to provide for or confirm the issuance of Additional Notes; and (11) to make any change that does not adversely affect the rights of any Holder of the Notes. After an amendment under this Section 9.01 becomes effective, the Company shall mail to Holders a notice briefly describing such amendment. However, the failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.01.

Without Consent of Holders. The Company Notwithstanding Section 9.2 of this Indenture, the Issuer and the Trustee may amend or supplement this Indenture and the Notes and the Subsidiary Guarantees issued hereunder without notice to or consent of any HolderNote Documents: (1) to cure any ambiguity, omission, defect mistake, defect, error or inconsistency, conform any provision to any provision under the heading “Description of Notes” in the Offering Memorandum or reduce the minimum denomination of the Notes; (2) to comply with Article V of this Indenture in respect of provide for the assumption by a Successor Company, as the case may be, successor Person of the obligations of the Company or under any Subsidiary Guarantor under this Indenture, the Notes and the Subsidiary Guarantees issued hereunderNote Document; (3) to provide for uncertificated Notes in addition to or in place of certificated Notes; provided, however, that such uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code; (4) to add Guarantees with respect to the Notes or release any such Guarantees in accordance with the applicable provisions of this Indenture; (5) to add to the covenants of the Company and its Subsidiaries or provide for a Guarantee for the benefit of the Holders or to surrender any right or power herein conferred upon the Company or its Subsidiariesany Restricted Subsidiary; (5) to make any change that does not adversely affect the rights of any Holder in any material respect; (6) to conform make such provisions as necessary (as determined in good faith by the text Company) for the issuance of this Indenture, any Subsidiary Guarantees or the Exchange Notes to the “Description of and Additional Notes” in the Offering Memorandum; (7) to secure provide for any Restricted Subsidiary to provide a Guarantee in accordance with Section 3.2, to add Guarantees with respect to the Notes, to add security to or for the benefit of the Notes, or to confirm and evidence the release, termination, discharge or retaking of any Guarantee or Lien with respect to or securing the Notes and any Subsidiary Guaranteewhen such release, termination, discharge or retaking is provided for under this Indenture; (8) at the Company’s election, comply with any requirement of the SEC in connection with the qualification of this Indenture under the TIA, if such qualification is required; (9) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee pursuant to the requirements hereof or to provide for the accession by the Trustee to any Note Document; or (10) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation, to facilitate the issuance and administration of the Notes; provided, however, that (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 Notes. Subject to Section 9.2, upon the Notes; (9) to evidence and provide for request of the acceptance of appointment Issuer accompanied by a successor ▇▇▇▇▇▇▇; provided that Board Resolution authorizing the successor Trustee is otherwise qualified and eligible to act as such under the terms of this Indenture; (10) to provide for or confirm the issuance of Additional Notes; and (11) to make any change that does not adversely affect the rights execution of any Holder such amended or supplemental indenture, and upon receipt by the Trustee of the Notesdocuments described in Sections 9.5 and 12.6 hereof, the Trustee will join with the Issuer and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture affects the Trustee’s own rights, duties, liabilities or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will not be obligated to, enter into such amended or supplemental Indenture. After an amendment or supplement under this Section 9.01 9.1 becomes effective, the Company Issuer shall mail to Holders a notice briefly describing such amendmentamendment or supplement. However, the The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment or supplement under this Section 9.019.1.

Without Consent of Holders. The Company Company, the Subsidiary Guarantors and the Trustee may amend this Indenture, the Securities, the Security Documents or supplement this Indenture and the Notes and the Subsidiary Guarantees issued hereunder any Intercreditor Agreement without notice to or consent of any Holder: (1) to cure any ambiguity, omission, defect or inconsistency; (2) to comply with Article V of this Indenture in respect of provide for the assumption by a Successor Company, as the case may be, successor corporation of the obligations of the Company or any Subsidiary Guarantor under the Securities, this Indenture, a Subsidiary Guarantee, the Notes and the Subsidiary Guarantees issued hereunderSecurity Documents or any Intercreditor Agreement, as applicable; (3) to provide for uncertificated Notes Securities in addition to or in place of certificated NotesSecurities; provided, however, that such the uncertificated Notes Securities are issued in registered form for purposes of Section 163(f) of the Code; (4) to add Guarantees with respect to the Notes or release Securities, including any such Guarantees in accordance with the applicable provisions of this IndentureSubsidiary Guarantees; (5) to add to the covenants of the Company and its Subsidiaries or any Subsidiary Guarantor for the benefit of the Holders or to surrender any right or power herein conferred upon the Company or its Subsidiariesany Subsidiary Guarantor; (6) to make any change that would provide additional rights or benefits to the Holders or that does not adversely affect the rights of any Holder; (7) to comply with any requirement of the SEC in connection with the qualification of this Indenture under the TIA; (8) to conform the text of this Indenture, any the Securities and the Subsidiary Guarantees or the Notes to any provision of the “Description of the Notes” contained in the Offering MemorandumCircular 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 Securities and the Subsidiary Guarantees; (79) to secure the Notes and any Subsidiary Guarantee; (8) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation, to facilitate the issuance and administration of the NotesSecurities; provided, however, that (ia) compliance with this Indenture as so amended would not result in the Notes Securities being transferred in violation of the Securities Act or any other applicable securities law and (iib) such amendment does not materially and adversely affect the rights of Holders to transfer Securities, in each case evidenced by an Opinion of Counsel on which the Notes; (9) to evidence and provide for the acceptance of appointment by a successor ▇▇▇▇▇▇▇; provided that the successor Trustee is otherwise qualified and eligible to act as such under the terms of this Indenturemay conclusively rely; (10) to provide for or confirm add any additional assets to the issuance of Additional Notes; andCollateral; (11) to make release Collateral from the Lien of the Security Documents when permitted or required by this Indenture and the Security Documents; (12) to provide for a successor trustee in accordance with the terms of this Indenture or to otherwise comply with any change that does not adversely affect requirement of this Indenture; or (13) to comply with the rights rules of any Holder of the Notesapplicable securities depository. After an amendment under this Section 9.01 becomes effective, the Company shall mail to Holders a notice briefly describing such amendment. However, the failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.01.

Without Consent of Holders. (a) The Company Parent, the Issuers, the Guarantors and the Trustee Trustee, together, may amend or supplement this Indenture and Indenture, Notes of any series or the Notes and the Subsidiary Guarantees issued hereunder applicable Guaranties without notice to or consent of any Holder: (1) to cure any ambiguity, omission, defect or inconsistency; (2) to comply with Article V of this Indenture in respect of provide for the assumption by a Successor Company, as the case may be, successor corporation or other entity of the obligations of the Company Parent, the Issuers or any Subsidiary Guarantor under this Indenture, the Notes and the Subsidiary Guarantees issued hereunder; (3) to provide for uncertificated Notes in addition to or in place of certificated Notes; provided, however, that such uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code; (4) to add Guarantees guaranties with respect to the Notes such Notes, including any Subsidiary Guaranties, or release any to secure such Guarantees in accordance with the applicable provisions of this IndentureNotes; (5) to add to the covenants of the Company and its Subsidiaries Parent, the Issuers or a Subsidiary Guarantor for the benefit of the Holders of such Notes or to surrender any right or power herein conferred upon the Company Parent, the Issuers or its Subsidiariesa Subsidiary Guarantor; (6) to make any change that does not adversely affect the rights of any Holder of such Notes in any material respect; (7) to comply with any requirement of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act; (8) to conform the text of this Indenture, any Subsidiary Guarantees Indenture or the Guaranties or such Notes to any provision of the “Description of Notes” section , or other relevant section, describing the terms of such securities of the applicable prospectus, prospectus supplement or other offering circular or offering memorandum, to the extent that such provision in the Offering Memorandum; (7) “Description of Notes” section, or other relevant section, was intended to secure the Notes and any Subsidiary Guarantee; (8) to make any amendment to the provisions be a substantially verbatim recitation of this Indenture relating to the transfer and legending a provision of Notes as permitted by this Indenture, including, without limitation, to facilitate such Notes or 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 related Guaranties or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer the Notes; (9) to evidence and provide for the acceptance of appointment by a successor ▇▇▇▇▇▇▇; trustee, provided that the successor Trustee trustee is otherwise qualified and eligible to act as such under the terms of this Indenture; (10) to provide for or confirm the issuance of Additional Notes; andrelease a Subsidiary Guarantor from its Subsidiary Guaranty with respect to such Notes as permitted by and in accordance with this Indenture; (11) to make any change that does not adversely affect provide for a reduction in the rights minimum denominations of such Notes; or (12) to comply with the rules of any Holder of the Notes. After an amendment under this Section 9.01 becomes effective, the Company shall mail to Holders a notice briefly describing such amendment. However, the failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.01applicable securities depositary.

Without Consent of Holders. The Company (a) Notwithstanding Section 9.02, without the consent of any holder of the Notes, the Company, the Guarantors and the Trustee may amend or supplement this Indenture and the Notes and the Subsidiary Guarantees issued hereunder without notice to or consent of any HolderIndenture: (1) to cure any ambiguity, omission, defect or inconsistency, as determined in good faith by the Company; (2) to comply with Article V of this Indenture in respect of provide for the assumption by a Successor Company, as the case may be, successor Person of the obligations of the Company or any Subsidiary Guarantor under this Indenture, the Notes and the Subsidiary Guarantees issued hereunder; (3) to provide for uncertificated Notes in addition to or in place of certificated Notes; provided, however, Notes (provided that such the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code); (4) to add Guarantees guarantees with respect to the Notes Notes, including any Guarantees, or release any such Guarantees in accordance with to secure the applicable provisions of this IndentureNotes; (5) to add to the covenants of the Company and its Subsidiaries or any Subsidiary for the benefit of the Holders holders of the Notes or to surrender any right or power herein conferred upon the Company or its Subsidiariesany Subsidiary; (6) to make any change that does not materially adversely affect the rights of any holder of the Notes, as determined in good faith by the Company; (7) to comply with any requirement of the SEC in connection with any required qualification of this Indenture under the Trust Indenture Act (it being agreed that this Indenture need not be qualified under the Trust Indenture Act); (8) to conform the text of this Indenture, any Subsidiary Guarantees or the Notes to any provision of the “Description of Notes” in section of the Offering Memorandum, as determined in good faith by the Company; (79) to secure release a Guarantor from its Guarantee when permitted by the Notes and any Subsidiary Guaranteeterms of this Indenture; (8) 10) to provide for successor trustees or to add to or change any provisions to the extent necessary to appoint a separate trustee for the Notes; or (11) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation, to facilitate the issuance and administration of the Notes, or, if incurred in compliance with this Indenture, Additional Notes; provided, however, that (iA) 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 (iiB) such amendment does not materially and adversely affect the rights of Holders holders to transfer Notes, as determined in good faith by the Notes; (9) to evidence and provide for the acceptance of appointment by a successor ▇▇▇▇▇▇▇; provided that the successor Trustee is otherwise qualified and eligible to act as such under the terms of this Indenture; (10) to provide for or confirm the issuance of Additional Notes; and (11) to make any change that does not adversely affect the rights of any Holder of the Notes. After an amendment under this Section 9.01 becomes effective, the Company shall mail to Holders a notice briefly describing such amendment. However, the failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.01Company.

Without Consent of Holders. The Company Company, the Subsidiary Guarantors and the Trustee and the Collateral Agent, if applicable, may amend any of this Indenture, the Securities or supplement this Indenture and the Notes and the Subsidiary Guarantees issued hereunder other Note Documents without notice to or consent of any HolderSecurityholder: (1) to cure any ambiguity, omission, defect or inconsistency; (2) to comply with Article V of this Indenture in respect of the assumption by a Successor Company, as the case may be, of the obligations of the Company or any Subsidiary Guarantor under this Indenture, the Notes and the Subsidiary Guarantees issued hereunder5; (3) to provide for uncertificated Notes Securities in addition to or in place of certificated NotesSecurities; provided, however, that such the uncertificated Notes Securities are issued in registered form for purposes of Section 163(f) of the Code or in a manner such that the uncertificated Securities are described in Section 163(f)(2)(B) of the Code; (4) to add or release Guarantees with respect to the Notes or release Securities, including any such Guarantees Subsidiary Guarantees, in accordance each case in compliance with the applicable provisions of this IndentureNote Documents; (5) to add to the covenants of the Company and its Subsidiaries or any Subsidiary Guarantor for the benefit of the Holders or to surrender any right or power herein conferred upon the Company or its Subsidiariesany Subsidiary Guarantor; (6) to conform comply with any requirements of the text of SEC in connection with qualifying this Indenture, any Subsidiary Guarantees or Indenture under the Notes to the “Description of Notes” in the Offering MemorandumTIA; (7) to secure the Notes and any Subsidiary Guarantee; (8) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation, to facilitate the issuance and administration of the NotesSecurities; provided, however, that (ia) compliance with this Indenture as so amended would not result in the Notes Securities being transferred in violation of the Securities Act or any other applicable securities law and (iib) such amendment does not materially and adversely affect the rights of Holders to transfer Securities; (8) to make, complete or confirm any grant of Collateral permitted or required by any of the NotesNote Documents; (9) to release or subordinate Liens on Collateral in accordance with the Note Documents; (10) to comply with the requirements of any securities depository with respect to the Securities; (11) with respect to the Note Documents, as provided in the Intercreditor Agreement; (12) to evidence and provide for the acceptance and appointment (x) under this Indenture of appointment by a successor ▇▇▇▇▇▇▇; provided that Trustee or Collateral Agent hereunder pursuant to the requirements hereof or (y) under the Note Documents of a successor Trustee is otherwise qualified and eligible or Collateral Agent thereunder pursuant to act as such under the terms of this Indenturerequirements thereof; (10) to provide for or confirm the issuance of Additional Notes; and (1113) to make any change that does not adversely affect the rights of any Holder Holder; or (14) to provide for the issuance of PIK Notes or the increase of the Notesprincipal amount of the Securities to pay PIK Interest in accordance with the terms of this Indenture. In addition, the Intercreditor Agreement may be amended in accordance with its terms and without the consent of any Holder or the Trustee with the consent of the parties thereto or otherwise in accordance with its terms, including to add additional Indebtedness as Priority Lien Debt 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 Indebtedness shall rank equally with the Liens on such Collateral securing the other Priority Lien Debt then outstanding, in each case to the extent permitted by the Security Documents. The Intercreditor Agreement will also provide that in certain circumstances the Security Documents may be amended automatically without the consent of the Holders or the Trustee, or the Collateral Agent in connection with any amendments to corresponding security documents creating Priority Liens. After an amendment under this Section 9.01 becomes effective, the Company shall mail to Holders Securityholders a notice briefly describing such amendment. However, the The failure to give such notice to all HoldersSecurityholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.01Section.

Without Consent of Holders. The Company Company, the Subsidiary Guarantor, if any, and the Trustee may amend or supplement this Indenture and or the Notes and the Subsidiary Guarantees issued hereunder Securities without notice to or consent of any HolderSecurityholder: (1a) to cure any ambiguity, omission, defect or inconsistency; (2b) to comply with Article V of this Indenture 4 and Section 9.02 in respect of the assumption by a Successor Company, as the case may be, Company of the obligations an obligation of the Company or any a successor Person of an obligation of the Subsidiary Guarantor under this Indenture, the Notes and the Subsidiary Guarantees issued hereunder; (3c) to provide for uncertificated Notes Securities in addition to or in place of certificated NotesSecurities; provided, however, that such the uncertificated Notes Securities are issued in registered form for purposes of Section 163(f) of the Code or in a manner such that the uncertificated Securities are described in Section 163(f)(2)(B) of the Code; (4d) to add Guarantees guarantees with respect to the Notes or release any such Guarantees in accordance with the applicable provisions of this IndentureSecurities; (5e) to secure the Securities; (f) to add to the covenants of the Company and its Subsidiaries for the benefit of the Holders or to surrender any right or power herein conferred upon the Company or its SubsidiariesCompany; (6) to conform the text of this Indenture, any Subsidiary Guarantees or the Notes to the “Description of Notes” in the Offering Memorandum; (7) to secure the Notes and any Subsidiary Guarantee; (8) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, 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; (9g) to evidence and provide for the acceptance of appointment by of a successor ▇▇▇▇▇▇▇; provided that Trustee pursuant to this Indenture (h) comply with the successor provisions of any clearing agency, clearing corporation or clearing system, the Trustee is otherwise qualified or the Registrar with respect to the provisions of this Indenture or the Securities relating to transfers and eligible to act as such under exchanges of Securities; (i) provide for the conversion of the Securities in accordance with the terms of this Indenture; (10j) to provide for or confirm comply with any requirement of the issuance SEC in connection with the qualification of Additional Notes; andthis Indenture under the TIA; (11k) to make any change that does not materially adversely affect the rights of any Holder Securityholder; or (l) to conform the provisions of this Indenture to the “Description of notes” Section of the NotesOffering Memorandum. After an amendment under this Section 9.01 8.01 becomes effective, the Company shall mail to Holders Securityholders a notice briefly describing such amendment. However, the The failure to give such notice to all HoldersSecurityholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.018.01.

Without Consent of Holders. The Company (a) Notwithstanding Section 9.02, without the consent of any Holder, the Company, the Guarantors and the Trustee may amend or supplement this Indenture and Indenture, the Notes and the Subsidiary Note Guarantees issued hereunder without notice to or consent of any Holderto: (1) to cure any ambiguity, omission, defect or inconsistency; (2) to comply with Article V of this Indenture in respect of provide for the assumption by a Successor Company, as the case may be, successor of the obligations of the Company or any Subsidiary Guarantor under this Indenture, the Notes and or the Subsidiary Note Guarantees issued hereunderin accordance with Section 5.01; (3) to provide for or facilitate the issuance of uncertificated Notes in addition to or in place of certificated Notes; provided, however, provided that such the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code; (4) to comply with the rules of any applicable Depositary; (5) (i) add Guarantees Guarantors with respect to the Notes or (ii) release any such Guarantees a Guarantor from its obligations under its Note Guarantee or this Indenture in accordance with the applicable provisions of this Indenture; (56) to secure the Notes and the Note Guarantees; (7) add to the covenants of the Company and or its Restricted Subsidiaries or Events of Default for the benefit of Holders or to make changes that would provide additional rights to the Holders Holders, or to surrender any right or power herein conferred upon the Company or its Subsidiaries; (6) to conform the text of this Indenture, any Subsidiary Guarantees or the Notes to the “Description of Notes” in the Offering Memorandum; (7) to secure the Notes and any Subsidiary GuaranteeGuarantor; (8) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation, to facilitate the issuance and administration of the Notes; provided, however, change 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 legal rights under this Indenture of Holders to transfer the Notesany Holder; (9) to evidence and provide for the acceptance of an appointment by under this Indenture of a successor ▇▇▇▇▇▇▇Trustee; provided that the successor Trustee is otherwise qualified and eligible to act as such under the terms of this Indenture; (10) conform the text of this Indenture, the Notes or the Note Guarantees to provide for any provision of the "Description of Notes" section of the Offering Memorandum to the extent that such provision in such "Description of Notes" section was intended to be a verbatim recitation of a provision of this Indenture, the Notes or confirm the issuance of Additional NotesNote Guarantees, as set forth in an Officer's Certificate; andor (11) to make any change amendment to the provisions of this Indenture relating to the transfer and legending of Notes not prohibited by this Indenture, including, without limitation, to facilitate the issuance and administration of the Notes or, if Incurred in compliance with this Indenture, Additional 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, Canadian Securities Legislation or any applicable securities laws and regulations and (B) such amendment does not materially and adversely affect the rights of any Holder Holders to transfer Notes. (b) Upon the request of the Notes. Company, and upon receipt by the Trustee of the documents described in Section 12.04, the Trustee shall join with the Company and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. (c) After an amendment amendment, supplement or waiver under this Section 9.01 becomes effective, the Company shall mail send to the Holders of Notes affected thereby a written notice briefly describing the amendment, supplement or waiver. Any failure of the Company to send such amendment. However, the failure to give such notice to all Holdersnotice, or any defect therein, shall not not, however, in any way impair or affect the validity of an amendment under this Section 9.01any such amendment, supplement or waiver.

Without Consent of Holders. The Company Notwithstanding Section 9.2 of this Indenture, the Company, any Guarantor (with respect to its Guarantee or this Indenture), if applicable, and the Trustee may amend amend, supplement or supplement modify this Indenture Indenture, any Guarantee and the Notes and without the Subsidiary Guarantees issued hereunder without notice to or consent of any Holder: (1) to cure any ambiguity, omission, defect mistake, defect, error or inconsistency, conform any provision to any provision under the heading “Description of Notes” in the Offering Circular or reduce the minimum denomination of the Notes; (2) to comply with Article V of this Indenture in respect of provide for the assumption by a Successor Company, as the case may be, successor Person of the obligations of the Company or any Subsidiary a Guarantor under this Indenture, the Notes and the Subsidiary Guarantees issued hereunderany Note Document; (3) to provide for uncertificated Notes in addition to or in place of certificated Notes; provided, however, that such uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code; (4) to add Guarantees with respect to the Notes or release any such Guarantees in accordance with the applicable provisions of this Indenture; (5) to add to the covenants of the Company and its Subsidiaries or provide for a Note Guarantee for the benefit of the Holders or to surrender any right or power herein conferred upon the Company or its Subsidiariesany Restricted Subsidiary; (5) to add additional events of default; (6) to conform make any change that does not adversely affect the text rights of this Indentureany holder of any series of debt securities, including the Notes, in any Subsidiary Guarantees or the Notes to the “Description of Notes” in the Offering Memorandummaterial respect; (7) to secure change or eliminate any provisions of this Indenture so long as there are no Holders entitled to the Notes and any Subsidiary Guaranteebenefit of the provisions; (8) at the Company’s election, to comply with any requirement of the SEC in connection with the qualification of this Indenture under the TIA, if such qualification is required; (9) to make such provisions as necessary (as determined in good faith by the Company) for the issuance of Additional Notes; (10) to provide for any Restricted Subsidiary to provide a Note Guarantee in accordance with Section 3.2, to add Guarantees with respect to the Notes, to add security to or for the benefit of the Notes, or to confirm and evidence the release, termination, discharge or retaking of any Guarantee or Lien with respect to or securing the Notes when such release, termination, discharge or retaking is provided for under this Indenture; (11) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee pursuant to the requirements hereof or to provide for the accession by the Trustee to any Note Document; (12) to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Notes so long as any such action shall not adversely affect the interests of any Holder of such series of Notes or any other series of debt securities issued thereunder; (13) to prohibit the authentication and delivery of additional series of Notes; (14) to comply with the merger and consolidation provisions pursuant to this Indenture; (15) in the case of subordinated debt securities, to make any change to the provisions of this Indenture or any supplemental indenture relating to subordination that would limit or terminate the benefits available to any holder of senior Indebtedness under such provisions (but only if each such holder of senior Indebtedness under such provisions consents to such change); or (16) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation, to facilitate the issuance and administration of the Notes; provided, however, that (i) compliance with this Indenture as so amended would not result in the Notes being transferred in violation of the Securities Act or any other applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer Notes in any material respect. Subject to Section 9.2, upon the Notes; (9) to evidence and provide for the acceptance of appointment by a successor ▇▇▇▇▇▇▇; provided that the successor Trustee is otherwise qualified and eligible to act as such under the terms of this Indenture; (10) to provide for or confirm the issuance of Additional Notes; and (11) to make any change that does not adversely affect the rights of any Holder request of the NotesCompany and upon receipt by the Trustee of the documents described in Sections 9.6 and 12.4 hereof, the Trustee will join with the Company and the Guarantors, if applicable, in the execution of such amended or supplemental indenture unless such amended or supplemental indenture affects the Trustee’s own rights, duties, liabilities or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will not be obligated to, enter into such amended or supplemental Indenture. After an amendment or supplement under this Section 9.01 9.1 becomes effective, the Company shall mail provide to Holders a notice briefly describing such amendmentamendment or supplement, which the Company may do by making such notice publicly available by filing with the SEC. However, the The failure to give provide such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment or supplement under this Section 9.019.1.

Without Consent of Holders. The Company Notwithstanding Section 9.02, the Issuer, the Guarantors and the Trustee may amend or supplement this Indenture and the Notes and the Subsidiary Guarantees issued hereunder Indenture, any Note or any Guarantee without notice to or consent of any Holder: (1) to cure any ambiguity, omission, mistake, defect or inconsistency; (2) to comply with Article V of this Indenture in respect of the assumption by a Successor Company, as the case may be, of the obligations of the Company or any Subsidiary Guarantor under this Indenture, the Notes and the Subsidiary Guarantees issued hereunder; (3) to provide for uncertificated Notes in addition to or in place of certificated Notes; provided, however, that such uncertificated Notes are issued in registered form ; (3) to provide for purposes of Section 163(f) the assumption of the CodeIssuer’s obligations to Holders in the case of a merger or consolidation or sale of all or substantially all of the Issuer’s assets; (4) to add Guarantees with respect make any change that would provide any additional rights or benefits to the Notes Holders or release that does not materially adversely affect the legal rights under this Indenture of any such Guarantees in accordance with the applicable provisions of this IndentureHolder; (5) to add to the covenants comply with requirements of the Company and its Subsidiaries for Commission in order to effect or maintain the benefit qualification of this Indenture under the Holders or to surrender any right or power herein conferred upon the Company or its SubsidiariesTIA; (6) to conform the text of this IndentureIndenture (including any supplemental indenture or other instrument pursuant to which Notes are issued), any Subsidiary the Guarantees or the Notes (including any Additional Notes) to any provision of the “Description of Senior Unsecured Notes” section of the Offering Circular or, with respect to any Additional Notes and any supplemental indenture or other instrument pursuant to which such Additional Notes are issued, to the “Description of Notes” in section of the Offering Memorandumoffering circular relating to the issuance of such Additional Notes solely to the extent that such “Description of Notes” provides for terms of such Additional Notes that differ from the terms of the Initial Notes, as contemplated by Section 2.01; (7) to secure add a Guarantee of the Notes and Notes, including, without limitation, by any Subsidiary Guaranteeparent company of the Issuer; (8) to provide for the issuance of Initial Notes or Additional Notes in accordance with the limitations set forth in this Indenture as of the Issue Date, or to provide for the issuance of Exchange Notes; (9) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation, to facilitate the issuance issuance, administration and administration book-entry transfer of the Notes; provided, however, that (i) compliance with this Indenture as so amended would not result in the Notes being transferred in violation of the Securities Act or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer the Notes; (910) to evidence and provide for the acceptance of appointment by of a successor ▇▇▇▇▇▇▇; provided that trustee so long as the successor Trustee trustee is otherwise qualified and eligible to act as such under the terms of this Indenture; (10) to provide for or confirm the issuance of Additional Notes; and (11) to make any change that does not adversely affect secure the rights Notes; (12) [Reserved]; or (13) to confirm and evidence the release, termination or discharge of any Holder Guarantee with respect to the Notes when such release, termination or discharge is provided for under the Indenture; provided that the Issuer has delivered to the Trustee an Opinion of Counsel and an Officer’s Certificate, each stating that such amendment or supplement complies with the Notes. After an amendment under this Section 9.01 becomes effective, the Company shall mail to Holders a notice briefly describing such amendment. However, the failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity provisions of an amendment under this Section 9.01.

Without Consent of Holders. The Company Company, the Guarantors (except that no existing Guarantor will be required to execute any amendment that solely relates to changes described in clause (5) below)) and the Trustee may amend or supplement this Indenture and Indenture, the Notes and and/or the Subsidiary related Guarantees issued hereunder without notice to or consent of any HolderHolder to: (1) to cure any ambiguity, omission, defect or inconsistency, as evidenced in an Officer’s Certificate; (2) to comply with Article V of this Indenture in respect of provide for the assumption by a Successor Company, as the case may be, successor entity of the obligations of the Company or any Subsidiary Guarantor under this Indenture, the Notes and the Subsidiary Guarantees issued hereunder; (3) to provide for uncertificated Notes in addition to or in place of certificated Notes; provided, however, that such 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; (4) to add Guarantees with respect to the Notes or release any such Guarantees in accordance comply with the rules of any applicable provisions of this Indenturedepositary; (5) add a Guarantor with respect to the Notes; (6) secure the Notes, to add to the covenants of the Company and its Subsidiaries the Guarantors for the benefit of the Holders or to surrender any right or power herein conferred upon the Company or its Subsidiaries; (6) to conform the text of this Indenture, any Subsidiary Guarantees or the Notes to the “Description of Notes” in the Offering MemorandumGuarantor; (7) to secure the Notes and any Subsidiary Guarantee; (8) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, 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; (9) to evidence and provide for the acceptance of appointment by a successor ▇▇▇▇▇▇▇; provided that the successor Trustee is otherwise qualified and eligible to act as such under the terms of this Indenture; (10) to provide for or confirm the issuance of Additional Notes; and (11) to make any change that does not adversely affect the rights of any Holder of the Notes in any material respect; (8) comply with any requirements of the SEC in connection with qualifying, or maintaining the qualification of, this Indenture under the TIA; (9) provide for the issuance of Additional Notes in accordance with this Indenture (10) evidence and provide for the acceptance of an appointment under this Indenture of a successor trustee; or (11) conform the text of this Indenture, the Notes or the related Guarantees to any provision of the “Description of Notes” section of the Offering Circular to the extent that such provision in the “Description of Notes” section of the Offering Circular was intended to be a verbatim recitation of a provision of this Indenture, the Notes or the related Guarantees as set forth in an Officer’s Certificate. After an amendment under this Section 9.01 becomes effective, the Company shall mail to Holders a notice briefly describing such amendment. However, the The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.01Section.

Without Consent of Holders. The Company and the Trustee may amend or supplement this Indenture and or the Notes and the Subsidiary Guarantees issued hereunder without notice to or consent of any HolderNoteholder: (1a) to cure any ambiguity, omission, defect or inconsistency; (2b) to comply with Article V of this Indenture in respect of the assumption by a Successor Company, as the case may be, of the obligations of the Company or any Subsidiary Guarantor under this Indenture, the Notes and the Subsidiary Guarantees issued hereunder5; (3c) to provide for uncertificated Notes in addition to or in place of certificated Notes; provided, however, provided that such 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) to add Guarantees with respect to the Notes or release any such Guarantors from their Note Guaranties as provided by the terms of this Indenture or the Note Guaranties; (e) to secure the Notes or the Note Guarantees (and, thereafter, provide releases of collateral in accordance with the applicable provisions of this Indenture; (5) security documents entered into in connection therewith), to add to the covenants of the Company and its Subsidiaries for the benefit of the Holders or to surrender any right or power herein conferred upon the Company or its SubsidiariesCompany; (6) to conform the text of this Indenture, any Subsidiary Guarantees or the Notes to the “Description of Notes” in the Offering Memorandum; (7) to secure the Notes and any Subsidiary Guarantee; (8) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, 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; (9) to evidence and provide for the acceptance of appointment by a successor ▇▇▇▇▇▇▇; provided that the successor Trustee is otherwise qualified and eligible to act as such under the terms of this Indenture; (10) to provide for or confirm the issuance of Additional Notes; and (11f) to make any change that does not adversely affect the rights of any Holder Noteholder; (g) to comply with any requirements of the SEC in connection with qualifying, or maintaining the qualification of, this Indenture under the TIA; (h) to provide for the issuance of additional Notes in accordance with this Indenture; (i) to conform any provision of this Indenture to the “Description of Notes” contained in the Offering Memorandum; (j) to evidence or provide for the acceptance of appointment hereunder of a successor Trustee; (k) to provide for the addition of a corporate co-issuer in accordance with Article 5 hereunder; (l) to add covenants or Events of Default for the benefit of the Noteholder or surrender any right or power conferred upon the Company or any Guarantor. After an amendment under this Section 9.01 becomes effective, the Company shall mail to Holders Noteholders a notice briefly describing such amendment. However, the The failure to give such notice to all HoldersNoteholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.01Section.

Without Consent of Holders. The Company (a) Notwithstanding Section 9.02, without the consent of any Holder, the Company, the Guarantors and the Trustee may amend or supplement this Indenture and Indenture, the Notes and the Subsidiary Note Guarantees issued hereunder without notice to or consent of any Holderto: (1) to cure any ambiguity, omission, defect or inconsistency; (2) to comply with Article V of this Indenture in respect of provide for the assumption by a Successor Company, as the case may be, successor entity of the obligations of the Company or any Subsidiary Guarantor under this Indenture, the Notes and or the Subsidiary Note Guarantees issued hereunderin accordance with Article 5; (3) to provide for or facilitate the issuance of uncertificated Notes in addition to or in place of certificated Notes; provided, however, provided that such the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code; (4) to comply with the rules of any applicable depositary; (5) add Guarantees guarantors with respect to the Notes or release any such Guarantees a Guarantor from its obligations under its Note Guarantee or this Indenture, in each case, in accordance with the applicable provisions of this Indenture; (56) to secure the Notes and the Note Guarantees; (7) add to the covenants of the Company and its Restricted Subsidiaries or Events of Default for the benefit of Holders or to make changes that would provide additional rights to the Holders or to surrender any right or power herein conferred upon the Company or its Subsidiariesany Guarantor; (68) make any change that does not adversely affect the legal rights under this Indenture, the Notes or the Note Guarantees of any Holder in any material respect; (9) evidence and provide for the acceptance of an appointment under this Indenture of a successor trustee; provided that the successor trustee is otherwise qualified and eligible to act as such under the terms of this Indenture; (10) conform the text of this Indenture, any Subsidiary Guarantees the Notes or the Notes Note Guarantees to any provision of the “Description of Notesnotes” in section of the Offering Memorandum;Memorandum to the extent that such provision in such “Description of notes” was intended to be a verbatim recitation of a provision of this Indenture, the Notes or the Note Guarantees; or (711) to secure the Notes and any Subsidiary Guarantee; (8) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation, to facilitate the issuance and administration of the Notes or, if Incurred in compliance with this Indenture, Additional Notes; provided, however, that (iA) 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 (iiB) such amendment does not materially and adversely affect the rights of Holders to transfer the Notes;. (9b) to evidence Upon the request of the Company, and provide for upon receipt by the acceptance Trustee of appointment the documents described in Section 7.02 and Section 12.02, the Trustee shall join with the Company and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by a successor ▇▇▇▇▇▇▇; provided that the successor Trustee is otherwise qualified and eligible to act as such under the terms of this Indenture; (10) to provide for or confirm the issuance of Additional Notes; and (11) Indenture and to make any change further appropriate agreements and stipulations that does may be therein contained, but the Trustee shall not adversely affect the rights of any Holder of the Notes. After an amendment be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Section 9.01 becomes effectiveIndenture 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 Company shall mail to Holders a notice briefly describing such amendment. Howeverform of which is attached as Exhibit C, the failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity and delivery of an amendment under this Officer’s Certificate, except as provided in Section 9.015.01(c).

Without Consent of Holders. The Company Company, when authorized by a resolution of its Board of Directors (as evidenced by a Board Resolution delivered to the Trustee), the Subsidiary Guarantors and the Trustee may amend or supplement this Indenture and or the Notes and the Subsidiary Guarantees issued hereunder without notice to or the consent of any HolderHolder to: (1) to cure any ambiguity, omission, defect or inconsistencyinconsistency in this Indenture; (2) to comply with Article V of this Indenture in respect of the assumption by a Successor Company, as the case may be, of the obligations of the Company Five or any Subsidiary Guarantor under this Indenture, the Notes and the Subsidiary Guarantees issued hereunderSection 4.13; (3) evidence and provide for the acceptance of appointment hereunder by a successor Trustee; (4) evidence the succession of another Person to the Company and the assumption by any such successor of the covenants of the Company in this Indenture and in the Notes; (5) 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; (6) add additional Events of Default; (7) provide for uncertificated Notes in addition to or in place of the certificated Notes; provided, however, that such uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code; (4) to add Guarantees with respect to the Notes or release any such Guarantees in accordance with the applicable provisions of this Indenture; (5) to add to the covenants of the Company and its Subsidiaries for the benefit of the Holders or to surrender any right or power herein conferred upon the Company or its Subsidiaries; (6) to 8) conform the text of this Indenture, any Subsidiary Guarantees Indenture or the Notes to any provision of the “Description of Notes” in the Company’s Offering Memorandum; (7) to secure the Notes and any Subsidiary Guarantee; (8) to make any amendment Memorandum dated August 4, 2016 related to the provisions Notes, to the extent that such provision in such “Description of Notes” was intended to be a substantially verbatim recitation of a provision 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; (9) allow any Subsidiary Guarantor to evidence execute a supplemental indenture and provide for a Note Guarantee with respect to the acceptance of appointment by Notes or to release a successor ▇▇▇▇▇▇▇; provided that Guarantee or a security interest under the successor Trustee is otherwise qualified and eligible to act as such under Notes or a Note Guarantee in accordance with the terms of this Indenture; (10) to evidence and provide for the acceptance of appointment under this Indenture by a successor Trustee; (11) make any change that would provide any additional rights or confirm benefits to the Holders; (12) comply with the rules of any applicable securities depository; (13) provide for the issuance of Additional Notes; andor (1114) to make any change that does not materially and adversely affect the rights of Holders. For the avoidance of doubt, no amendment to, or deletion of any Holder of the Notes. After an amendment covenants under this Section 9.01 becomes effective, Article Four or action taken in compliance with the Company shall mail to Holders a notice briefly describing covenants in effect at the time of such amendment. However, the failure to give such notice to all Holders, or any defect thereinaction, shall not be deemed to impair or affect any legal rights of any Holders of the validity Notes to receive payment of an amendment under this Section 9.01principal of or premium, if any, or interest on the Notes or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes.

Without Consent of Holders. The Company Notwithstanding Section 9.02 hereof, the Company, any Guarantor (with respect to a Guarantee or this Indenture to which it is a party) and the Trustee may amend or supplement this Indenture and any Guarantee or Notes without the Notes and the Subsidiary Guarantees issued hereunder without notice to or consent of any Holder: (1) to cure any ambiguity, omission, mistake, defect or inconsistency; (2) to comply with Article V of this Indenture in respect of the assumption by a Successor Company, as the case may be, of the obligations of the Company or any Subsidiary Guarantor under this Indenture, the Notes and the Subsidiary Guarantees issued hereunder; (3) to provide for uncertificated Notes in addition to or in place of certificated Notes; provided, however, that such uncertificated Notes are issued in registered form for purposes of ; (3) to comply with Section 163(f) 5.01 hereof and to provide the assumption of the CodeCompany’s or any Guarantor’s obligations to the Holders; (4) to add Guarantees with respect make any change that would provide any additional rights or benefits to the Holders of Notes or release that does not adversely affect in any material respect the legal rights under this Indenture of any such Guarantees Holder; (5) to add any Person as a Guarantor; (6) to comply with any requirements of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act; (7) to remove a Guarantor which, in accordance with the applicable provisions terms of this Indenture, ceases to be liable in respect of its Guarantee; (58) to evidence and provide for the acceptance of appointment under this Indenture by a successor Trustee; (9) to secure all of the Notes; (10) to add to the covenants of the Company and its Subsidiaries or any Guarantor for the benefit of the Holders or to surrender any right or power herein conferred upon the Company or its Subsidiariesany Guarantor; (611) to conform the text of this Indenture, any Subsidiary Guarantees or the Notes to any provision of the “Description of Notes” in section of the Offering Memorandum; (712) to secure release and discharge any Liens securing the Notes and any Subsidiary Guaranteethe Guarantees when permitted by this Indenture (13) to provide for the issuance of Additional Notes in accordance with the terms of this Indenture; (8) 14) to provide for the issuance of exchange notes or private exchange notes, which are identical to exchange notes except that they are not freely transferable; and (15) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation, including to facilitate the issuance and administration of the Notes; provided, however, that (ia) compliance with this Indenture as so amended would not result in the Notes being transferred in violation of the Securities Act and the rules and regulations of the SEC promulgated thereunder, or any other applicable securities law and (iib) such amendment does not materially and adversely affect the rights of Holders to transfer Notes. Upon the Notes; (9) to evidence and provide for request of the acceptance of appointment Company accompanied by a successor ▇▇▇▇▇▇▇; provided that resolution of the successor Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee is otherwise qualified of the documents described in Section 7.02 hereof (to the extent requested by the Trustee), the Trustee shall join with the Company and eligible to act as such under the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture; (10) to provide for or confirm the issuance of Additional Notes; and (11) Indenture and to make any change further appropriate agreements and stipulations that does may be therein contained, but the Trustee shall have the right, but not adversely affect be obligated to, enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, neither an Opinion of Counsel nor an Officer’s Certificate shall be required in connection with the addition of a Guarantor under this Indenture upon execution and delivery by such Guarantor and the Trustee of a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, provided that the execution thereof shall be deemed a representation by such Guarantor(s) that all conditions precedent and covenants, if any, relating to the execution of such supplemental indenture have been satisfied and the supplemental indenture is enforceable in accordance with its terms subject to (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and similar laws affecting the rights and remedies of any Holder creditors generally and (ii) general principles of the Notes. After an amendment under this Section 9.01 becomes effective, the Company shall mail to Holders a notice briefly describing such amendment. However, the failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.01equity.

Without Consent of Holders. The Company Notwithstanding Section 9.02 hereof, the Issuers, the Guarantors, the Trustee and the Trustee Collateral Agent may amend or supplement this Indenture and any Guarantee or the Supplemental Guarantee or Notes and or the Subsidiary Guarantees issued hereunder Security Documents without notice to or the consent of any Holder: (1) to cure any ambiguity, omission, mistake, defect or inconsistency; (2) to comply with Article V of this Indenture in respect of the assumption by a Successor Company, as the case may be, of the obligations of the Company or any Subsidiary Guarantor under this Indenture, the Notes and the Subsidiary Guarantees issued hereunder; (3) to provide for uncertificated Notes in addition to or in place of certificated Notes; provided, however, that such uncertificated Notes are issued in registered form for purposes of ; (3) to comply with Section 163(f) of the Code4.10 hereof; (4) to add Guarantees with respect provide the assumption of the Issuers’ or any Guarantor’s obligations to the Notes or release any such Guarantees in accordance with the applicable provisions of this IndentureHolders; (5) to add make any change that would provide any additional rights or benefits to the Holders or that does not materially adversely affect the legal rights under this Indenture of any such Holder; (6) to add covenants of the Company and its Subsidiaries for the benefit of the Holders or to surrender any right or power herein conferred upon the Company Issuers or its Subsidiaries; (6) to conform the text of this Indenture, any Subsidiary Guarantees or the Notes to the “Description of Notes” in the Offering MemorandumGuarantor; (7) to secure comply with requirements of the Notes and any Subsidiary GuaranteeSEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act, if such qualification is required; (8) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee hereunder pursuant to the requirements hereof; (9) to provide for the issuance of exchange notes or private exchange notes, which are identical to exchange notes except that they are not freely transferable; (10) to add a Guarantor under this Indenture in accordance with the terms of this Indenture; (11) [Reserved]; (12) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation, to facilitate the issuance and administration of the Notes; provided, however, provided that (ia) 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 (iib) such amendment does not materially and adversely affect the rights of Holders to transfer the Notes; (913) to evidence and provide for the acceptance issuance of appointment by a successor ▇▇▇▇▇▇▇; provided that the successor Trustee is otherwise qualified and eligible to act as such under Additional Notes in accordance with the terms of this Indenture; (1014) to provide for add additional assets as Collateral; or (15) to make, complete or confirm any grant of Collateral permitted or required by this Indenture or any of the issuance Security Documents or any release, termination or discharge of Additional Notes; and Collateral that becomes effective as set forth in this Indenture or any of the Security Documents. Upon the request of the Issuers 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 of the documents described in Section 7.02 hereof (11) to the extent requested by the Trustee), the Trustee shall join with the Issuers and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any change further appropriate agreements and stipulations that does may be therein contained, but the Trustee shall have the right, but not adversely affect the rights of any Holder of the Notes. After an amendment be obligated to, enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Section 9.01 becomes effective, the Company shall mail to Holders a notice briefly describing such amendment. However, the failure to give such notice to all Holders, Indenture or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.01otherwise.

Without Consent of Holders. The Company (a) Notwithstanding Section 9.02, without the consent of any Holder, the Issuer, the Guarantors and the Trustee may amend or supplement this Indenture and Indenture, the Notes and or the Subsidiary Notes Guarantees issued hereunder without notice to or consent of any Holderto: (1) to cure any ambiguity, omission, mistake, defect or inconsistency; (2) to comply with Article V of this Indenture in respect of provide for the assumption by a Successor Company, as the case may be, successor entity of the obligations of the Company Issuer or any Subsidiary Guarantor under this Indenture, the Notes and or the Subsidiary Guarantees issued hereunderNotes Guarantees; (3) to provide for or facilitate the issuance of uncertificated Notes in addition to or in place of certificated Notes; provided, however, Notes (provided that such the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code); (4) to comply with the rules of any applicable Depositary; (5) add Guarantees Guarantors with respect to the Notes or release any such Guarantees a Guarantor from its obligations under its Notes Guarantee or this Indenture in accordance with the applicable provisions of this IndentureIndenture or the Notes Guarantees; (56) to add to the covenants of the Company and Parent or its Subsidiaries or Events of Default for the benefit of or to make changes that would provide additional rights to the Holders Holders, or to surrender any right or power herein conferred upon the Company Issuer or its Subsidiariesany Guarantor; (67) make any change that does not adversely affect the legal rights under this Indenture of any Holder; (8) comply with any requirement of the SEC in connection with any required qualification of this Indenture under the Trust Indenture Act; (9) evidence and provide for the acceptance of an appointment under this Indenture of a successor Trustee; provided that the successor Trustee is otherwise qualified and eligible to act as such under the terms of this Indenture; (10) provide for the issuance of Additional Notes, which shall be treated, together with any outstanding Notes, as a single class of securities, so long as the Incurrence of such Additional Notes is otherwise permitted by this Indenture; (11) conform the text of this Indenture, any Subsidiary Guarantees the Notes or the Notes Guarantees to any provision of the “Description of Notes” in Exchange Agreement (including the Offering Memorandum;Term Sheet attached thereto); or (712) to secure the Notes and any Subsidiary Guarantee; (8) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation, limitation to facilitate the issuance and administration of the Notes; provided, however, that (iA) compliance with this Indenture as so amended would not result in the Notes being transferred in violation of applicable Canadian securities laws, the Securities Act or any applicable securities law and (iiB) such amendment does not materially and adversely affect the rights of Holders to transfer the Notes;. (9b) to evidence Upon the request of the Issuer and provide for upon receipt by the acceptance Trustee of appointment the documents described in Section 12.04, the Trustee shall join with the Issuer and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by a successor ▇▇▇▇▇▇▇; provided that the successor Trustee is otherwise qualified and eligible to act as such under the terms of this Indenture; (10) to provide for or confirm the issuance of Additional Notes; and (11) Indenture and to make any change further appropriate agreements and stipulations that does may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental indenture that adversely affect the rights of any Holder of the Notes. After an amendment affects its own rights, duties or immunities under this Section 9.01 becomes effectiveIndenture or otherwise. Notwithstanding the foregoing, no Opinion of Counsel shall be required in connection with (x) 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 Company shall mail to Holders a notice briefly describing such amendment. Howeverform of which is attached as Exhibit C, the failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity and delivery of an amendment under this Officers’ Certificate, except as provided in Section 9.014.15 and Section 5.01(c) or (y) the entry into the Successor Issuer Supplemental Indenture.

Without Consent of Holders. The Company and Without the consent of the Holders of any Notes, the Company, the Trustee and (as applicable) each Subsidiary Guarantor may amend or supplement this Indenture and or the Notes and Notes, for any of the Subsidiary Guarantees issued hereunder without notice to or consent of any Holderfollowing purposes: (1) to cure any ambiguity, manifest error, omission, defect or inconsistency; (2) to comply with Article V of this Indenture in respect of provide for the assumption by a Successor Company, as the case may be, Company of the obligations of the Company or any a Subsidiary Guarantor under this Indenture, the Notes and the Subsidiary Guarantees issued hereunder; (3) to provide for uncertificated Notes in addition to or in place of certificated Notes; provided, however, that such uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code; (4) to add Guarantees with respect to the Notes, to secure the Notes, to confirm and evidence the release, termination or discharge of any Guarantee or Lien with respect to or securing the Notes when such release, termination or release any such Guarantees in accordance with the applicable provisions of discharge is provided for under this Indenture; (5) to add to the covenants of the Company and its Subsidiaries for the benefit of the Holders or to surrender any right or power herein conferred upon the Company or its SubsidiariesCompany; (6) to provide for or confirm the issuance of Additional Notes; (7) to conform the text of this Indenture, the Notes or any Subsidiary Guarantees or the Notes Guarantee to any provision of the “Description of Notes” section of the offering memorandum to the extent that such provision in such “Description of Notes” section was intended to be a verbatim recitation of a provision of this Indenture, Guarantee or the Offering Memorandum; (7) to secure the Notes and any Subsidiary GuaranteeNotes; (8) to provide additional rights or benefits to the Holders or make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation, to facilitate the issuance and administration of the Notes; provided, however, change 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 any Holder under the NotesNotes or this Indenture; (9) to evidence and release a Subsidiary Guarantor from its obligations under its Subsidiary Guarantee or this Indenture in accordance with the applicable provisions of this Indenture; (10) to provide for the acceptance appointment of appointment by a successor ▇▇▇▇▇▇▇; Trustee, provided that the successor Trustee is otherwise qualified and eligible to act as such under the terms of this Indenture; (10) to provide for or confirm the issuance of Additional Notes; andor (11) to make comply with any change that does not adversely affect the rights of any Holder requirement of the Notes. After an amendment SEC in connection with the qualification of this Indenture under this Section 9.01 becomes effective, the Company shall mail to Holders a notice briefly describing such amendment. However, the failure to give such notice to all Holders, TIA or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.01otherwise.

Without Consent of Holders. The Company and the Trustee may amend or supplement this Indenture and or the Notes and the Subsidiary Guarantees issued hereunder Securities without notice to or consent of any HolderHolder of a Security for any of the following purposes: (1a) to cure any ambiguity, omission, defect or inconsistency; (2) to comply with Article V of this Indenture in respect of the assumption by a Successor Company, as the case may be, of the obligations of the Company or any Subsidiary Guarantor under this Indenture, the Notes and the Subsidiary Guarantees issued hereunder; (3) to provide for uncertificated Notes in addition to or in place of certificated Notes; provided, however, that such uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code; (4) to add Guarantees with respect to the Notes or release any such Guarantees in accordance with the applicable provisions of this Indenture; (5) to add to the covenants of the Company and its Subsidiaries for the benefit of the Holders or to of Securities; (b) surrender any right or power herein conferred upon the Company or its SubsidiariesCompany; (6c) to conform the text of this Indenture, any Subsidiary Guarantees or the Notes make provision with respect to the “Description conversion rights of Notes” in the Offering MemorandumHolders of Securities pursuant to Section 4.11 hereof; (7d) provide for the assumption of the Company’s obligations to secure the Notes and any Subsidiary GuaranteeHolders of Securities in the case of a merger, consolidation, conveyance, transfer or lease pursuant to Article 7 hereof; (8) to make any amendment to e) increase 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 NotesConversion Rate; provided, however, that such increase in the Conversion Rate shall not adversely affect the interest of the Holders of Securities (after taking into account tax and other consequences of such increase) in any material respect; (f) comply with the requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; (g) cure any ambiguity, correct or supplement any provision herein which may be inconsistent with any other provision herein or which is otherwise defective; provided, however, that such action pursuant to this clause (g) does not, in the good faith opinion of the Board of Directors and the Trustee, adversely affect the interests of the Holders of Securities in any material respect; and provided, further, that no modification or amendment made to conform this Indenture or the Securities to the section of the Final Prospectus entitled “Description of the Notes” shall be deemed to adversely affect the interests of the Holders of the Securities; (h) add or modify any other provisions with respect to matters or questions arising under this Indenture which the Company and the Trustee may deem necessary or desirable and which shall not be inconsistent with the provisions of this Indenture, provided, however; that such action pursuant to this clause (h) does not adversely affect the interests of the Holders of Securities in any material respect; (i) compliance to comply 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 NotesArticle 7; (9j) to provide for uncertificated Securities in addition to or in place of Certificated Securities; (k) to provide for the issuance of and establish the form and terms and conditions of additional series of Securities; (l) to evidence and provide for the acceptance of appointment hereunder by a successor ▇▇▇▇▇▇▇; provided that Trustee with respect to the successor Trustee is otherwise qualified Securities and eligible to act as such under add to or change any of the terms provisions of this Indenture;Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee; or (10m) to provide for or confirm the issuance addition of Additional Notes; and (11) to make any change that does not adversely affect the rights of any Holder a guaranty of the Notes. After an amendment under this Section 9.01 becomes effective, the Company shall mail to Holders a notice briefly describing such amendment. However, the failure to give such notice to all Holders, or notes by any defect therein, shall not impair or affect the validity of an amendment under this Section 9.01other entity.

Without Consent of Holders. The Company Co-Issuers, the Guarantors and the Trustee may amend amend, waive, supplement or supplement otherwise modify this Indenture, the Notes, the Note Guarantees or any other agreement or instrument entered into in connection with this Indenture and the Notes and the Subsidiary Guarantees issued hereunder without notice to or consent of any Holder: (1) to cure any ambiguity, omission, defect or inconsistency; (2) to comply with Article V of this Indenture in respect of the assumption by a Successor Company, as the case may be, of the obligations of the Company or any Subsidiary Guarantor under this Indenture, the Notes and the Subsidiary Guarantees issued hereunder; (3) to provide for uncertificated Notes in addition to or in place of certificated Notes; provided; (3) to provide for the assumption of a Co-Issuer’s or a Guarantor’s obligations to Holders and Guarantees in the case of a merger, howeveramalgamation or consolidation or sale of all or substantially all of such Co-Issuer’s or such Guarantor’s assets, that such uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Codeas applicable; (4) to add Guarantees make any change that would provide any additional rights or benefits to the Holders or that does not materially adversely affect the legal rights under this Indenture of any such Holder; (5) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act; (6) to allow any Guarantor to execute a supplemental indenture and a Guarantee with respect to the Notes or to release any such Guarantees a Guarantee or a security interest under the Notes or a Guarantee in accordance with the applicable provisions terms of this Indenture; (57) to provide for the issuance of Additional Notes in accordance with the terms of this Indenture; (8) to evidence and provide for the acceptance of appointment under this Indenture by a successor Trustee; (9) to comply with the rules of any applicable securities depository; (10) to conform the text of this Indenture, the Note Guarantees or the Notes to any provision of the “Description of Notes” in the Offering Memorandum to the extent that such provision in the “Description of Notes” was intended by the Co-Issuers (as demonstrated by an Officers’ Certificate) to be a substantially verbatim recitation of a provision of this Indenture, the Note Guarantees or the Notes; (11) to add to the covenants of the Company and its Subsidiaries or any Restricted Subsidiary for the benefit of the Holders or to surrender any right rights or power herein powers conferred upon the Company or its Subsidiaries;any Restricted Subsidiary; or (6) to conform the text of this Indenture, any Subsidiary Guarantees or the Notes to the “Description of Notes” in the Offering Memorandum; (712) to secure the Notes Notes. Upon the request of the Co-Issuers accompanied by a Board Resolution of each of their respective Boards of Directors authorizing the execution of any such amended or supplemental Indenture, and upon receipt by the Trustee of any documents requested under Section 7.02(b), the Trustee shall join with the Co-Issuers and any Subsidiary Guarantee; (8) to make Guarantors in the execution of any amendment to the provisions of this amended or supplemental Indenture relating to the transfer and legending of Notes as authorized or 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; (9) to evidence and provide for the acceptance of appointment by a successor ▇▇▇▇▇▇▇; provided that the successor Trustee is otherwise qualified and eligible to act as such under the terms of this Indenture; (10) to provide for or confirm the issuance of Additional Notes; and (11) to Indenture and make any change further appropriate agreements and stipulations that does may be therein contained, but the Trustee shall not adversely affect the rights of any Holder of the Notes. After an amendment be obligated to enter into such amended or supplemental Indenture that affects its own rights, duties or immunities under this Section 9.01 becomes effective, the Company shall mail to Holders a notice briefly describing such amendment. However, the failure to give such notice to all Holders, Indenture or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.01otherwise.

Without Consent of Holders. (a) The Company Company, the Restricted Subsidiaries, the Trustee, and the Trustee Collateral and Intercreditor Agent (in the case of the Collateral Documents only) may amend or supplement this Indenture and Indenture, the Notes and the Subsidiary Guarantees issued hereunder Collateral Documents without notice to or consent of any Holder: (1i) to cure any ambiguity, omission, defect or inconsistency; (2ii) to comply with Article V of this Indenture IV in respect of the assumption by a Successor Company, as the case may be, Surviving Entity of the obligations of the Company or under the Notes, this Indenture and the Collateral Documents; (iii) to conform any Subsidiary Guarantor under provision in this Indenture, the Notes and or the Subsidiary Guarantees issued hereunderCollateral Documents to the Information Memorandum; (3iv) to provide for uncertificated Notes in addition to or in place of certificated Notes; provided, however, that such the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code; (4v) to add Guarantees with respect to the Notes or release any such Guarantees in accordance with the applicable provisions to add additional Collateral or to add additional grantors or pledgors of this IndentureCollateral; (5vi) to add to the covenants of the Company and its Subsidiaries for the benefit of the Holders or to surrender any right or power herein conferred upon the Company or its Subsidiariesany Restricted Subsidiary; (6vii) to conform comply with any requirements of the text of SEC in connection with qualifying this Indenture, any Subsidiary Guarantees or Indenture under the Notes to the “Description of Notes” in the Offering MemorandumTIA; (7viii) to secure provide for the Notes and any Subsidiary Guarantee; (8) to make any amendment to the provisions issuance of this Indenture relating to the transfer and legending of Additional Notes as permitted by this Indenture2.13, includingwhich will have terms substantially identical to the other Outstanding Notes except as specified in Section 2.13, without limitationor Section 2.14, to facilitate the issuance and administration which will be treated, together with any other Outstanding Notes, as a single issue of the Notessecurities; 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;or (9) to evidence and provide for the acceptance of appointment by a successor ▇▇▇▇▇▇▇; provided that the successor Trustee is otherwise qualified and eligible to act as such under the terms of this Indenture; (10) to provide for or confirm the issuance of Additional Notes; and (11ix) to make any change that does not not, in the opinion of the Trustee, adversely affect the rights of any Holder in any material respect, including, without limitation, in the case of the Notes. Collateral Documents, as contemplated therein. (b) After an amendment under this Section 9.01 9.1 becomes effective, the Company shall mail to Holders a notice briefly describing such amendment. However, the The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.019.1.

Without Consent of Holders. The Company (a) Without the consent of any Holders, the Issuer, the Guarantors and the Trustee Trustee, at any time and from time to time, may amend or supplement this Indenture and Indenture, the Notes and or the Subsidiary Note Guarantees issued hereunder without notice in form satisfactory to or consent the Trustee, for any of any Holderthe following purposes: (1) to cure any ambiguity, omission, defect or inconsistencyevidence the succession of another Person to the Issuer and complying with Article Five; (2) to comply with Article V of this Indenture in respect of the assumption by a Successor Company, as the case may be, of the obligations of the Company or any Subsidiary Guarantor under this Indenture, the Notes and the Subsidiary Guarantees issued hereunder; (3) to provide for uncertificated Notes in addition to or in place of certificated Notes; provided, however, that such uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code; (4) to add Guarantees with respect to the Notes or release any such Guarantees in accordance with the applicable provisions of this Indenture; (5) to add to the covenants of the Company and its Subsidiaries Issuer for the benefit of the Holders of the Notes or to surrender any right or power herein conferred upon the Company or its SubsidiariesIssuer; (63) to conform add any additional Events of Default for the text of this Indenture, any Subsidiary Guarantees or the Notes to the “Description of Notes” in the Offering Memorandum; (7) to secure the Notes and any Subsidiary Guarantee; (8) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation, to facilitate the issuance and administration benefit of the Notes; provided, however, that (i) compliance with this Indenture as so amended would not result in the Notes being transferred in violation Holders 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; (94) to evidence and provide for the acceptance of appointment hereunder by a successor ▇▇▇▇▇▇▇; provided that Trustee with respect to the successor Trustee is otherwise qualified Notes and eligible to act add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 7.08; (5) to cure any ambiguity, defect or inconsistency; (6) to secure the Notes pursuant to the requirements of Section 4.05 or otherwise; (7) to comply with the rules of any applicable Depositary; (8) to add to or change any of the provisions of this Indenture to such under extent as shall be necessary to permit or facilitate the terms issuance of Notes in uncertificated form; (9) to conform any provision of this Indenture, any supplemental indenture, the Notes or the Note Guarantees to the “Description of the Notes” contained in the Offering Memorandum to the extent that such description was intended to be a verbatim recitation of a provision in this Indenture, the Notes or the Note Guarantees, in each case as conclusively evidenced by an Officers’ Certificate; (10) to provide for or confirm allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the issuance of Additional Notes; and; (11) to comply with requirements of the SEC in order to effect the qualification of this Indenture under the TIA, if applicable; (12) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture; or (13) to make any change other amendments, modifications or supplements hereto or to the Notes or the Note Guarantees, provided, that does such amendments, modifications or supplements shall not adversely affect the rights of any Holder of the Notes. After an Notes in any material respect. (b) Upon the written request of the Issuer accompanied by a resolution of its Board of Directors authorizing the execution of any such amendment or supplement to this Indenture, and upon receipt by the Trustee of the documents described in Section 7.02(b), the Trustee shall join with the Issuer and the Guarantors in the execution of any amendment or supplement to this Indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Section 9.01 becomes effective, the Company shall mail to Holders a notice briefly describing such amendment. However, the failure to give such notice to all Holders, Indenture or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.01otherwise.