Common use of Without Consent of the Holders Clause in Contracts

Without Consent of the Holders. The Issuer and the Trustee may amend this Indenture, the Securities, any Security Document or any Intercreditor Agreement with respect to the Securities without notice to or consent of any Holder: (i) to cure any ambiguity, omission, defect or inconsistency; (ii) to provide for the assumption by a Successor Company of the obligations of the Issuer under this Indenture and the Securities; (iii) to provide for the assumption by a Successor Subsidiary Guarantor of the obligations of a Subsidiary Guarantor under this Indenture and its Subsidiary Guarantee; (iv) to provide for uncertificated Securities in addition to or in place of certificated Securities; provided, however, that the uncertificated Securities are issued in registered form for purposes of Section 163(f) of the Code or in a manner such that the uncertificated Securities are described in Section 163(f)(2)(B) of the Code; (v) to add a Subsidiary Guarantee with respect to the Securities or to secure the Securities; (vi) to add additional assets as Collateral; (vii) to release Collateral from the Lien securing the Securities pursuant to the Security Documents when permitted or required by this Indenture, the Security Documents or any Intercreditor Agreement; (viii) to add to the covenants of the Issuer for the benefit of the Holders or to surrender any right or power herein conferred upon the Issuer; (ix) to modify the Security Documents and/or any Intercreditor Agreements, to secure other First Priority Lien Obligations and/or second priority secured obligations of the Issuer or any Subsidiary Guarantor (including, without limitation, any Other Second-Lien Obligations) so long as such other First Priority Lien Obligations and/or second priority secured obligations (including, without limitation, any Other Second-Lien Obligations) are not prohibited by the provisions of the Credit Agreements, the Existing Second Priority Notes Indentures, this Indenture, the First Priority Dollar Notes Indentures or First Priority Euro Notes Indenture; (x) to comply with any requirement of the SEC in connection with qualifying or maintaining the qualification of this Indenture under the TIA; (xi) to make any change that does not adversely affect the rights of any Holder; (xii) to effect any provision of this Indenture or to make certain changes to this Indenture to provide for the issuance of Additional Securities; (xiii) to provide for the issuance of the Exchange Securities or the Additional Securities, which shall have terms substantially identical in all material respects to the Original Securities, and which shall be treated, together with any outstanding Original Securities, as a single issue of securities; or (xiv) to conform the text of this Indenture or the Securities to any provision of the “Description of First Priority Notes” section of the Offering Memorandum to the extent that such a provision in the “Description of First Priority Notes” section of the Offering Memorandum was intended to be a verbatim recitation of a provision to comply with any requirements of this Indenture or the Securities. After an amendment under this Section 9.01 becomes effective, the Issuer shall mail to the Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.01.

Without Consent of the Holders. The Issuer and Without the Trustee may amend this Indenture, the Securities, any Security Document or any Intercreditor Agreement with respect to the Securities without notice to or consent of any HolderHolders, the Issuers, when authorized by a resolution of the Board of Directors of the Company, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form reasonably satisfactory to the Trustee, for any of the following purposes: (i) to cure any ambiguity, omission, defect or inconsistencypermit a Successor Issuer to assume the Issuers’ covenants and obligations under this Indenture and in the Securities in accordance with the terms of this Indenture; (ii) to provide add to the Issuers’ covenants for the assumption by a Successor Company benefit of the obligations Holders of the Issuer under this Indenture and the Securities; (iii) to provide for the assumption by a Successor Subsidiary Guarantor surrender any of the obligations of a Subsidiary Guarantor under Issuers’ rights or powers conferred in this Indenture and its Subsidiary GuaranteeIndenture; (iv) to provide for uncertificated Securities in addition to or in place add any additional Events of certificated Securities; provided, however, that the uncertificated Securities are issued in registered form for purposes of Section 163(f) of the Code or in a manner such that the uncertificated Securities are described in Section 163(f)(2)(B) of the CodeDefault; (v) to add a Subsidiary Guarantee with respect supplement any of the provisions of this Indenture to the extent needed to permit or facilitate the defeasance and discharge of the Securities or to secure in a manner that will not adversely affect the Securitiesinterests of the Holders of the Securities in any material respect; (vi) to provide for the acceptance of appointment by a successor Trustee and to add additional assets to or change any of the provisions of this Indenture as Collateralis necessary to provide for the administration of the trust by more than one trustee; (vii) to release Collateral from the Lien securing the Securities pursuant to the Security Documents when permitted or required by this Indenture, the Security Documents or cure any Intercreditor Agreementambiguity; (viii) to add provide for the issuance of Additional Securities and Exchange Securities in accordance with the terms hereof, which shall have terms substantially identical in all material respects to the covenants Initial Securities, and which shall be treated, together with any outstanding Initial Securities, as a single issue of the Issuer for the benefit of the Holders or to surrender any right or power herein conferred upon the Issuersecurities; (ix) to modify the Security Documents and/or correct or supplement any Intercreditor Agreements, provision herein which may be defective or inconsistent with any other provision herein; (x) to secure other First Priority Lien Obligations and/or second priority secured obligations of the Issuer add additional Guarantees or to release any Subsidiary Guarantor (including, without limitation, any Other Second-Lien Obligations) so long Guarantors from Guarantees as such other First Priority Lien Obligations and/or second priority secured obligations (including, without limitation, any Other Second-Lien Obligations) are not prohibited provided by the provisions terms of the Credit Agreements, the Existing Second Priority Notes Indentures, this Indenture, the First Priority Dollar Notes Indentures or First Priority Euro Notes Indenture; (xxi) to (A) secure the Securities with collateral and (B) release collateral (if any) from the Lien when permitted or required by the terms of the applicable security documents (if any have been entered into), the intercreditor agreement (if one has been entered into) or this Indenture; (xii) to conform the text of this Indenture or the Securities to the “Description of Notes” section of the Offering Memorandum; (xiii) to make any other provisions with respect to matters or questions arising under this Indenture which shall not be inconsistent with any provision of this Indenture as long as the new provisions do not adversely affect in any material respect the interests of the Holders of the Securities; or (xiv) to comply with any requirement of the SEC in connection with qualifying or maintaining the qualification of of, this Indenture under the TIA; (xi) to make any change that does not adversely affect . Upon the rights of any Holder; (xii) to effect any provision of this Indenture or to make certain changes to this Indenture to provide for the issuance of Additional Securities; (xiii) to provide for the issuance request of the Exchange Securities or the Additional Securities, which shall have terms substantially identical in all material respects to the Original SecuritiesIssuers, and which shall be treated, together with any outstanding Original Securities, as a single issue of securities; or (xiv) to conform upon receipt by the text of this Indenture or the Securities to any provision Trustee of the “Description of First Priority Notes” section of documents described in Section 9.07, the Offering Memorandum to Trustee shall join with the extent that such a provision Issuers and, if applicable, the Guarantors in the “Description execution of First Priority Notes” section of the Offering Memorandum was intended to be a verbatim recitation of a provision to comply with any requirements of this Indenture or the Securitiessuch supplemental indenture. After an amendment under this Section 9.01 becomes effective, the Issuer Issuers shall mail to the Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.01.

Without Consent of the Holders. The Issuer Issuers, the Guarantors and the Trustee may amend this Indenture, the SecuritiesNotes, any Security Document or any the Intercreditor Agreement with respect to the Securities without notice to or consent of any Holder: (i) to cure any ambiguity, omission, defect defect, mistake or inconsistency; (ii) to provide for the assumption by a Successor Company of the obligations of the Issuer under this Indenture and the Securitiescomply with Article 5; (iii) to provide for the assumption by a Successor Subsidiary Guarantor of the obligations of a Subsidiary Guarantor under this Indenture and its Subsidiary Guarantee; (iv) to provide for uncertificated Securities Notes in addition to or in place of certificated SecuritiesNotes; provided, however, that the uncertificated Securities Notes are issued in registered form for purposes of Section 163(f) of the Code or in a manner such that the uncertificated Securities Notes are described in Section 163(f)(2)(B) of the Code; (viv) to add a Subsidiary Guarantee additional Guarantees with respect to the Securities Notes or to secure the SecuritiesNotes; (vi) to add additional assets as Collateral; (vii) to release Collateral from the Lien securing the Securities pursuant to the Security Documents when permitted or required by this Indenture, the Security Documents or any Intercreditor Agreement; (viiiv) to add to the covenants of the Issuer Issuers or Holdings for the benefit of the Holders or to surrender any right or power herein conferred upon the IssuerIssuers or any Guarantor; (ix) to modify the Security Documents and/or any Intercreditor Agreements, to secure other First Priority Lien Obligations and/or second priority secured obligations of the Issuer or any Subsidiary Guarantor (including, without limitation, any Other Second-Lien Obligations) so long as such other First Priority Lien Obligations and/or second priority secured obligations (including, without limitation, any Other Second-Lien Obligations) are not prohibited by the provisions of the Credit Agreements, the Existing Second Priority Notes Indentures, this Indenture, the First Priority Dollar Notes Indentures or First Priority Euro Notes Indenture; (xvi) to comply with any requirement of the SEC in connection with qualifying or maintaining the qualification of of, this Indenture under the TIA; (xivii) to make any change that does not adversely affect the rights of any Holder; (xii) to effect any provision of this Indenture or to make certain changes to this Indenture to provide for the issuance of Additional Securities; (xiiiviii) to provide for the issuance of the Exchange Securities Notes or the Additional SecuritiesNotes, which shall have terms substantially identical in all material respects to the Original SecuritiesInitial Notes; (ix) to make any amendment to the provisions of the Indenture relating to the transfer and legending of Notes; provided, however, that (a) compliance with the Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any other applicable securities law and which shall be treated, together with any outstanding Original Securities, (b) such amendment does not materially and adversely affect the rights of holders to transfer Notes; (x) to secure the Notes or to add additional assets as a single issue of securitiesCollateral; or (xivxi) to conform release Collateral from the text of this Lien pursuant to the Indenture, the Security Documents and the Intercreditor Agreement when permitted or required by the Indenture or the Securities to any provision of the “Description of First Priority Notes” section of the Offering Memorandum to the extent that such a provision in the “Description of First Priority Notes” section of the Offering Memorandum was intended to be a verbatim recitation of a provision to comply with any requirements of this Indenture or the SecuritiesSecurity Documents. After an amendment under this Section 9.01 becomes effective, the Issuer Issuers shall mail to the Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.01.

Without Consent of the Holders. (a) The Issuer Issuers, the Guarantors (as applicable) and the Trustee may amend this Indenturethe Senior Lien Intercreditor Agreement, the SecuritiesFirst-Priority Intercreditor Agreement, the First-Lien Intercreditor Agreement, the Junior Lien Intercreditor Agreement, any Security Document or any Other Intercreditor Agreement with respect to and the Securities Note Documents without notice to or consent of any Holder: (i) to cure any ambiguity, omission, defect or inconsistency; (ii) to provide for the assumption by a Successor Company or Successor Co-Issuer of the obligations of the Issuer Issuers under this Indenture and the Securities; (iii) to provide for the assumption by a Successor Subsidiary Guarantor of the obligations of a Subsidiary Guarantor under this Indenture and its Subsidiary Note Guarantee; (iv) to comply with Article 5; (v) to provide for uncertificated Securities in addition to or in place of certificated Securities; provided, however, that the uncertificated Securities are issued in registered form for purposes of Section 163(f) of the Code or in a manner such that the uncertificated Securities are described in Section 163(f)(2)(B) of the Code; (v) to add a Subsidiary Guarantee with respect to the Securities or to secure the Securities; (vi) to add additional assets as Collateral; (vii) to release Collateral from the Lien securing the Securities pursuant to this Indenture and the Security Documents when permitted or required by this Indenture, Indenture or the Security Documents or any Intercreditor AgreementDocuments; (viii) to add additional Note Guarantees with respect to the Securities or to secure the Securities; (ix) to add to the covenants of the Issuer Issuers for the benefit of the Holders or to surrender any right or power herein conferred upon the Issuer; (ix) to modify the Security Documents and/or any Intercreditor Agreements, to secure other First Priority Lien Obligations and/or second priority secured obligations of the Issuer or any Subsidiary Guarantor (including, without limitation, any Other Second-Lien Obligations) so long as such other First Priority Lien Obligations and/or second priority secured obligations (including, without limitation, any Other Second-Lien Obligations) are not prohibited by the provisions of the Credit Agreements, the Existing Second Priority Notes Indentures, this Indenture, the First Priority Dollar Notes Indentures or First Priority Euro Notes IndentureIssuers; (x) to comply with any requirement of the SEC in connection with qualifying or maintaining the qualification of this Indenture under the TIA; (xi) to comply with any requirement of the SEC in connection with the qualification of this Indenture under the TIA to effect any provision of this Indenture; (xii) to make any change that does not adversely affect the rights of any Holder; (xii) to effect any provision of this Indenture or to make certain changes to this Indenture to provide for the issuance of Additional Securities;; or (xiii) to provide for the issuance of the Exchange Securities or the Additional Securities, which shall have terms substantially identical in all material respects to the Original Securities, and which shall be treated, together with any outstanding Original Securities, as a single issue of securities; or (xiv) . In addition, without notice to conform or consent of any Holder, the text Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement, the First-Lien Intercreditor Agreement, the Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement and the Security Documents may be amended to reflect the addition of this Indenture or the Securities to any provision holders of the “Description of First Priority Notes” section of the Offering Memorandum additional Secured Indebtedness to the extent that the grant of Liens to secure such a provision in the “Description of First Priority Notes” section of the Offering Memorandum was intended to be a verbatim recitation of a provision to comply with any requirements of Indebtedness is permitted by this Indenture or including without limitation, to effect the Securities. transactions contemplated by Article 10. (b) After an amendment under this Section 9.01 becomes effective, the Issuer Issuers shall mail to the Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.01.

Without Consent of the Holders. The Issuer Without the consent of any Holders, the Issuers, when authorized by a resolution of the Board of Directors of the Company, and the Trustee Trustee, at any time and from time to time, may amend enter into one or more indentures supplemental hereto or amendments to this Indenture to add any provisions to or changing in any manner or eliminating any of the provisions of this Indenture, the SecuritiesSecurities or the Guarantees, any Security Document or any Intercreditor Agreement with respect in each case, in form reasonably satisfactory to the Securities without notice to or consent Trustee, for any of any Holderthe following purposes: (i) to cure any ambiguity, omission, defect or inconsistencypermit a Successor Issuer to assume the Issuers’ covenants and obligations under this Indenture and in the Securities in accordance with the terms of this Indenture; (ii) to provide add to the Issuers’ covenants for the assumption by a Successor Company benefit of the obligations Holders of the Issuer under this Indenture and the Securities; (iii) to provide for the assumption by a Successor Subsidiary Guarantor surrender any of the obligations of a Subsidiary Guarantor under Issuers’ rights or powers conferred in this Indenture and its Subsidiary GuaranteeIndenture; (iv) to provide for uncertificated Securities in addition to or in place add any additional Events of certificated Securities; provided, however, that the uncertificated Securities are issued in registered form for purposes of Section 163(f) of the Code or in a manner such that the uncertificated Securities are described in Section 163(f)(2)(B) of the CodeDefault; (v) to add a Subsidiary Guarantee with respect supplement any of the provisions of this Indenture to the extent needed to permit or facilitate the defeasance and discharge of the Securities or to secure in a manner that will not adversely affect the Securitiesinterests of the Holders of the Securities in any material respect; (vi) to provide for the acceptance of appointment by a successor Trustee and to add additional assets to or change any of the provisions of this Indenture as Collateralis necessary to provide for the administration of the trust by more than one trustee; (vii) to release Collateral from the Lien securing the Securities pursuant to the Security Documents when permitted or required by this Indenture, the Security Documents or cure any Intercreditor Agreementambiguity; (viii) to add to the covenants of the Issuer for the benefit of the Holders or to surrender any right or power herein conferred upon the Issuer; (ix) to modify the Security Documents and/or any Intercreditor Agreements, to secure other First Priority Lien Obligations and/or second priority secured obligations of the Issuer or any Subsidiary Guarantor (including, without limitation, any Other Second-Lien Obligations) so long as such other First Priority Lien Obligations and/or second priority secured obligations (including, without limitation, any Other Second-Lien Obligations) are not prohibited by the provisions of the Credit Agreements, the Existing Second Priority Notes Indentures, this Indenture, the First Priority Dollar Notes Indentures or First Priority Euro Notes Indenture; (x) to comply with any requirement of the SEC in connection with qualifying or maintaining the qualification of this Indenture under the TIA; (xi) to make any change that does not adversely affect the rights of any Holder; (xii) to effect any provision of this Indenture or to make certain changes to this Indenture to provide for the issuance of Additional Securities; (xiii) to provide for Securities in accordance with the issuance of the Exchange Securities or the Additional Securitiesterms hereof, which shall have terms substantially identical in all material respects to the Original Securities, and which shall be treated, together with any outstanding Original Securities, as a single issue of securities; or; (xivix) to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein; (x) to add additional Guarantees or to release any Subsidiary Guarantors from Guarantees as provided by the terms of this Indenture; (xi) to (A) secure the Securities with collateral and (B) release collateral (if any) from the Lien when permitted or required by the terms of the applicable security documents (if any have been entered into), the intercreditor agreement (if one has been entered into) or this Indenture; (xii) to conform the text of this Indenture or the Securities to any provision of the “Description of First Priority Notes” section of the Offering Memorandum Memorandum; or (xiii) to the extent that such a provision in the “Description of First Priority Notes” section of the Offering Memorandum was intended make any other provisions with respect to matters or questions arising under this Indenture which shall not be a verbatim recitation of a provision to comply inconsistent with any requirements provision of this Indenture or as long as the new provisions do not adversely affect in any material respect the interests of the Holders of the Securities. Upon the request of the Issuers, and upon receipt by the Trustee of the documents described in Section 9.07, the Trustee shall join with the Issuers and, if applicable, the Guarantors in the execution of such supplemental indenture. After an amendment under this Section 9.01 becomes effective, the Issuer Issuers shall mail to the Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.01.

Without Consent of the Holders. (a) The Issuer Issuers and the Trustee may amend this Indenture, the Securities, any Security Document Indenture or any Intercreditor Agreement with respect to the Securities without notice to or consent of any Holder: (i) to cure any ambiguity, omission, defect or inconsistency; (ii) to provide for the assumption by a Successor Company of the obligations of the Issuer Issuers under this Indenture and the Securities; (iii) to provide for the assumption by a Successor Subsidiary Guarantor of the obligations of a Subsidiary Guarantor under this Indenture and its Subsidiary Guarantee; (iv) to comply with Article 5; (v) to provide for uncertificated Securities in addition to or in place of certificated Securities; provided, however, that the uncertificated Securities are issued in registered form for purposes of Section 163(f) of the Code or in a manner such that the uncertificated Securities are described in Section 163(f)(2)(B) of the Code; (vvi) to make any change in Article 10 or Article 12 that would limit or terminate the benefits available to any holder of Senior Indebtedness of the Company or a Guarantor (or Representatives thereof) under Article 10 or Article 12, respectively; (vii) to add a Subsidiary Guarantee additional Guarantees with respect to the Securities or to secure the Securities; (vi) to add additional assets as Collateral; (vii) to release Collateral from the Lien securing the Securities pursuant to the Security Documents when permitted or required by this Indenture, the Security Documents or any Intercreditor Agreement; (viii) to add to the covenants of the Issuer Issuers for the benefit of the Holders or to surrender any right or power herein conferred upon the IssuerIssuers; (ix) to modify the Security Documents and/or any Intercreditor Agreements, to secure other First Priority Lien Obligations and/or second priority secured obligations of the Issuer or any Subsidiary Guarantor (including, without limitation, any Other Second-Lien Obligations) so long as such other First Priority Lien Obligations and/or second priority secured obligations (including, without limitation, any Other Second-Lien Obligations) are not prohibited by the provisions of the Credit Agreements, the Existing Second Priority Notes Indentures, this Indenture, the First Priority Dollar Notes Indentures or First Priority Euro Notes Indenture; (x) to comply with any requirement of the SEC in connection with qualifying or maintaining the qualification of of, this Indenture under the TIA; (xix) to make any change that does not adversely affect the rights of any Holder;; or (xii) to effect any provision of this Indenture or to make certain changes to this Indenture to provide for the issuance of Additional Securities; (xiiixi) to provide for the issuance of the Exchange Securities or the Additional Securities, which shall have terms substantially identical in all material respects to the Original Initial Securities, and which shall be treated, together with any outstanding Original Initial Securities, as a single issue of securities; or. (xivb) to conform An amendment under this Section 9.01 may not make any change that adversely affects the text rights under Article 10 or Article 12 of this Indenture or the Securities to any provision holder of Senior Indebtedness of the “Description Issuers or a Guarantor then outstanding unless the holders of First Priority Notes” section of the Offering Memorandum such Senior Indebtedness (or any group or Representative thereof authorized to the extent that give a consent) consent to such a provision in the “Description of First Priority Notes” section of the Offering Memorandum was intended to be a verbatim recitation of a provision to comply with any requirements of this Indenture or the Securitieschange. After an amendment under this Section 9.01 becomes effective, the Issuer Issuers shall mail to the Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.01.

Without Consent of the Holders. The Issuer Issuer, the Guarantors and the Trustee may amend this Indenture, the Securities, any Security Document Notes or any Intercreditor Agreement with respect to the Securities Guarantees without notice to or consent of any HolderHolder to: (i) to cure any ambiguity, omission, defect or inconsistency; (ii) to provide for the assumption by a Successor Company Issuer of the obligations of the Issuer or a Successor Guarantor of the obligations of any Guarantor under this Indenture and the SecuritiesNotes in compliance with Article 5; (iii) to provide for the assumption by a Successor Subsidiary Guarantor of the obligations of a Subsidiary Guarantor under this Indenture and its Subsidiary Guarantee; (iv) to provide for uncertificated Securities Notes in addition to or in place of certificated Securities; provided, however, Notes (provided that the uncertificated Securities Notes are issued in registered form for purposes of Section 163(f) of the Code Code, or in a manner such that the uncertificated Securities Notes are described in Section 163(f)(2)(B) of the Code); (iv) add a Guarantor or release a Guarantor from its obligations under a Guarantee or this Indenture in accordance with the provisions of this Indenture; (v) to add a Subsidiary Guarantee with respect to the Securities or to secure the Securitiesany Notes; (vi) to add additional assets as Collateral; (vii) to release Collateral from the Lien securing the Securities pursuant to the Security Documents when permitted or required by this Indenture, the Security Documents or any Intercreditor Agreement; (viii) to add to the covenants of the Issuer for the benefit of the Holders or to surrender any right or power herein conferred upon the IssuerIssuer or a Guarantor; (ixvii) to modify make any change that does not materially adversely affect the Security Documents and/or rights of any Intercreditor Agreements, to secure other First Priority Lien Obligations and/or second priority secured obligations of the Issuer or any Subsidiary Guarantor (including, without limitation, any Other Second-Lien Obligations) so long as such other First Priority Lien Obligations and/or second priority secured obligations (including, without limitation, any Other Second-Lien Obligations) are not prohibited by the provisions of the Credit Agreements, the Existing Second Priority Notes Indentures, this Indenture, the First Priority Dollar Notes Indentures or First Priority Euro Notes IndentureHolder; (xviii) to comply with any requirement of the SEC Commission in connection with qualifying or maintaining the qualification of this Indenture under the TIA; (xiix) provide for the appointment of a successor trustee (provided that the successor trustee is otherwise qualified and eligible to make any change that does not adversely affect act as such under the rights terms of any Holderthis Indenture); (xiix) to effect any provision of this Indenture or to make certain changes to this Indenture to provide for the issuance of Additional Securities; (xiii) to provide for the issuance of the Exchange Securities or the Additional Securities, Notes which shall have terms substantially identical in all material respects to the Original Securities, Notes exchanged therefor (except that the transfer restrictions contained in such notes shall be modified or eliminated as appropriate and that no Additional Interest shall be payable in respect thereof) and which shall be treated, together with any outstanding Original SecuritiesNotes, as a single issue class of securities; or (xivxi) after the Issuer’s obligation to conform purchase Notes arises under Section 4.07, amend, change or modify in any material respect its obligation to make and consummate a Change of Control Offer in the text event of this Indenture or the Securities to a Change of Control Triggering Event or, after such Change of Control Triggering Event has occurred, modify any provision of the “Description of First Priority Notes” section of the Offering Memorandum to the extent that such a provision in the “Description of First Priority Notes” section of the Offering Memorandum was intended to be a verbatim recitation of a provision to comply provisions or definitions with any requirements of this Indenture or the Securitiesrespect thereto. After an amendment or supplement under this Section 9.01 becomes effective, the Issuer shall mail to the Holders a notice briefly describing such amendmentamendment or supplement. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment or supplement under this Section 9.01.

Without Consent of the Holders. The Issuer Company and the Trustee may amend this Indenture, the Securities, any Security Document Indenture or any Intercreditor Agreement with respect to the Securities without notice to or consent of any Holder: (i) to cure any ambiguity, omission, defect or inconsistency; (ii) to provide for the assumption by a Successor Company of the obligations of the Issuer Company under this Indenture and the Securities; (iii) to provide for the assumption by a Successor Subsidiary Guarantor of the obligations of a Subsidiary Guarantor under this Indenture and its Subsidiary Guarantee; (iv) to comply with Article 5; (v) to provide for uncertificated Securities in addition to or in place of certificated Securities; provided, however, that the uncertificated Securities are issued in registered form for purposes of Section 163(f) of the Code or in a manner such that the uncertificated Securities are described in Section 163(f)(2)(B) of the Code; (vvi) to add a Subsidiary Guarantee additional Guarantees with respect to the Securities or to secure the Securities; (vi) to add additional assets as Collateral; (vii) to release Collateral from the Lien securing the Securities pursuant to the Security Documents when permitted or required by this Indenture, the Security Documents or any Intercreditor Agreement; (viii) to add to the covenants of the Issuer Company for the benefit of the Holders or to surrender any right or power herein conferred upon the IssuerCompany; (ix) to modify the Security Documents and/or any Intercreditor Agreements, to secure other First Priority Lien Obligations and/or second priority secured obligations of the Issuer or any Subsidiary Guarantor (including, without limitation, any Other Second-Lien Obligations) so long as such other First Priority Lien Obligations and/or second priority secured obligations (including, without limitation, any Other Second-Lien Obligations) are not prohibited by the provisions of the Credit Agreements, the Existing Second Priority Notes Indentures, this Indenture, the First Priority Dollar Notes Indentures or First Priority Euro Notes Indenture; (xviii) to comply with any requirement of the SEC in connection with qualifying or maintaining the qualification of of, this Indenture under the TIA; (xiix) to make any change that does not adversely affect the rights of any Holder;; or (xii) to effect any provision of this Indenture or to make certain changes to this Indenture to provide for the issuance of Additional Securities; (xiiix) to provide for the issuance of the Exchange Securities or the Additional Securities, which shall have terms substantially identical in all material respects to the Original Initial Securities, and which shall be treated, together with any outstanding Original Initial Securities, as a single issue of securities; or (xiv) to conform the text of this Indenture or the Securities to any provision of the “Description of First Priority Notes” section of the Offering Memorandum to the extent that such a provision in the “Description of First Priority Notes” section of the Offering Memorandum was intended to be a verbatim recitation of a provision to comply with any requirements of this Indenture or the Securities. After an amendment under this Section 9.01 becomes effective, the Issuer Company shall mail deliver to the Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.01.

Without Consent of the Holders. (a) The Issuer Company and the Trustee may amend this Indenture, the Securities, any Security Document Notes or any Intercreditor Agreement with respect to the Securities Guarantees without notice to or the consent of any Holderholder: (i) to cure any ambiguity, omission, mistake, defect or inconsistency; (ii) to provide for the assumption by a Successor Company (with respect to the Company) of the obligations of the Issuer Company under this Indenture and the SecuritiesNotes; (iii) to provide for the assumption by a Successor Subsidiary Guarantor (with respect to any Guarantor), as the case may be, of the obligations of a Subsidiary Guarantor under this Indenture and its Subsidiary Guarantee; (iv) to provide for uncertificated Securities Notes in addition to or in place of certificated SecuritiesNotes; provided, however, that the uncertificated Securities Notes 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; (v) to add a Subsidiary Guarantee with respect conform the text of this Indenture, the Notes or the Guarantees to any provision of the Securities or to secure “Description of Notes” in the SecuritiesOffering Memorandum; (vi) to add additional assets as Collaterala Guarantee with respect to the Notes; (vii) to add collateral to secure the Notes; (viii) to release Collateral a Guarantor from the Lien securing the Securities pursuant to the Security Documents its Guarantee when permitted or required by under the terms of this Indenture, the Security Documents or any Intercreditor Agreement; (viiiix) to add to the covenants of the Issuer Company for the benefit of the Holders holders or to surrender any right or power herein conferred upon the Issuer; (ix) to modify the Security Documents and/or any Intercreditor Agreements, to secure other First Priority Lien Obligations and/or second priority secured obligations of the Issuer or any Subsidiary Guarantor (including, without limitation, any Other Second-Lien Obligations) so long as such other First Priority Lien Obligations and/or second priority secured obligations (including, without limitation, any Other Second-Lien Obligations) are not prohibited by the provisions of the Credit Agreements, the Existing Second Priority Notes Indentures, this Indenture, the First Priority Dollar Notes Indentures or First Priority Euro Notes IndentureCompany; (x) to comply with any requirement of the SEC in connection with qualifying qualifying, or maintaining the qualification of of, this Indenture under the TIA; (xi) to make any change that does not adversely affect the rights of any Holder;holder in any material respect in the good faith determination of the Company; or (xii) to effect any provision provisions of this Indenture or to make certain changes to this Indenture to provide for the issuance of Additional Securities;Notes. (xiiib) to provide for the issuance of the Exchange Securities or the Additional Securities, which shall have terms substantially identical in all material respects to the Original Securities, and which shall be treated, together with any outstanding Original Securities, as a single issue of securities; or (xiv) to conform the text of this Indenture or the Securities to any provision of the “Description of First Priority Notes” section of the Offering Memorandum to the extent that such a provision in the “Description of First Priority Notes” section of the Offering Memorandum was intended to be a verbatim recitation of a provision to comply with any requirements of this Indenture or the Securities. After an amendment under this Section 9.01 becomes effective, the Issuer Company shall mail mail, or otherwise deliver in accordance with the procedures of the Depository, to the Holders holders a notice briefly describing such amendment. The failure to give such notice to all Holdersholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.01.

Without Consent of the Holders. (a) The Issuer and the Trustee may amend this Indenture, the Securities, any Security Document or any Intercreditor Agreement with respect to Notes and/or the Securities Subsidiary Guarantees without notice to or the consent of any Holderholder: (i) to cure any ambiguity, omission, mistake, defect or inconsistency; (ii) to provide for the assumption by a Successor Company (with respect to the Issuer) of the obligations of the Issuer under this Indenture and the SecuritiesNotes; (iii) to provide for the assumption by a Successor Subsidiary Guarantor (with respect to any Subsidiary Guarantor), as the case may be, of the obligations of a Subsidiary Guarantor under this Indenture Indenture, the Notes and its Subsidiary Guarantee; (iv) to provide for uncertificated Securities Notes in addition to or in place of certificated SecuritiesNotes; provided, however, that the uncertificated Securities Notes are issued in registered form for purposes of Section 163(f) of the Code Code, or in a manner such that the uncertificated Securities Notes are described in Section 163(f)(2)(B) of the Code; (v) to add a conform the text of this Indenture, the Notes or the Subsidiary Guarantee with respect Guarantees to any provision of the “Description of Notes” in the Offering Memorandum to the Securities extent that such provision in this Indenture, the Notes or the Subsidiary Guarantees was intended by the Issuer to secure be a verbatim recitation of a provision in the Securities“Description of Notes” in the Offering Memorandum, as stated in an Officer’s Certificate; (vi) to add additional assets as Collaterala Subsidiary Guarantee or collateral with respect to the Notes; (vii) to release Collateral from secure the Lien securing the Securities pursuant to the Security Documents when permitted or required by this Indenture, the Security Documents or any Intercreditor AgreementNotes; (viii) to add to the covenants of the Issuer for the benefit of the Holders holders or to surrender any right or power herein conferred upon the Issuer; (ix) to modify the Security Documents and/or any Intercreditor Agreements, to secure other First Priority Lien Obligations and/or second priority secured obligations of the Issuer or any Subsidiary Guarantor (including, without limitation, any Other Second-Lien Obligations) so long as such other First Priority Lien Obligations and/or second priority secured obligations (including, without limitation, any Other Second-Lien Obligations) are not prohibited by the provisions of the Credit Agreements, the Existing Second Priority Notes Indentures, this Indenture, the First Priority Dollar Notes Indentures or First Priority Euro Notes Indenture; (x) to comply with any requirement of the SEC in connection with qualifying or maintaining the qualification of of, this Indenture under the TIA (if the Issuer elects to qualify this Indenture under the TIA); (xix) to make any change that does not adversely affect the rights of any Holderholder in any material respect (as determined in good faith by the Issuer); (xiixi) to effect any provision of this Indenture or Indenture; or (xii) to make certain changes to this Indenture to provide for the issuance of Additional Securities; (xiii) to provide for the issuance of the Exchange Securities or the Additional SecuritiesNotes, which shall have terms substantially identical in all material respects to the Original SecuritiesInitial Notes, and which shall be treated, together with any outstanding Original SecuritiesInitial Notes, as a single issue of securities; or. (xivb) to conform the text of this Indenture or the Securities to any provision of the “Description of First Priority Notes” section of the Offering Memorandum to the extent that such a provision in the “Description of First Priority Notes” section of the Offering Memorandum was intended to be a verbatim recitation of a provision to comply with any requirements of this Indenture or the Securities. After an amendment under this Section 9.01 becomes effective, the Issuer shall mail mail, or otherwise deliver in accordance with the procedures of the Depository, to the Holders holders a notice briefly describing such amendment. The failure to give such notice to all Holdersholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.01.

Without Consent of the Holders. The Issuer and the Trustee may amend this Indenture, the Securities, any Security Document Guarantees or any Intercreditor Agreement with respect to the Securities Notes without notice to or consent of any Holder: (i) to cure any ambiguity, omission, defect or inconsistency; (ii) to provide for the assumption by a Successor Company of the obligations of the Issuer under this Indenture and the Securitiescomply with Article 5; (iii) to provide for the assumption by a Successor Subsidiary Guarantor of the obligations of a Subsidiary Guarantor under this Indenture and its Subsidiary Guarantee; (iv) to provide for uncertificated Securities Notes in addition to or in place of certificated SecuritiesNotes; provided, however, provided that the uncertificated Securities Notes are issued in registered form for purposes of Section 163(f) of the Code or in a manner such that the uncertificated Securities Notes are described in Section 163(f)(2)(B) of the Code; (viv) to add a Subsidiary Guarantee Guarantees with respect to the Securities Notes or to secure the SecuritiesNotes; (vi) to add additional assets as Collateral; (vii) to release Collateral from the Lien securing the Securities pursuant to the Security Documents when permitted or required by this Indenture, the Security Documents or any Intercreditor Agreement; (viiiv) to add to the covenants of the Issuer or any Parent of the Issuer for the benefit of the Holders or to surrender any right or power herein conferred upon the Issuer or any Parent of the Issuer; (ix) to modify the Security Documents and/or any Intercreditor Agreements, to secure other First Priority Lien Obligations and/or second priority secured obligations of the Issuer or any Subsidiary Guarantor (including, without limitation, any Other Second-Lien Obligations) so long as such other First Priority Lien Obligations and/or second priority secured obligations (including, without limitation, any Other Second-Lien Obligations) are not prohibited by the provisions of the Credit Agreements, the Existing Second Priority Notes Indentures, this Indenture, the First Priority Dollar Notes Indentures or First Priority Euro Notes Indenture; (xvi) to comply with any requirement of the SEC in connection with qualifying or maintaining the qualification of this Indenture under the TIATIA in the event the Issuer determines in its sole discretion to qualify this Indenture; (xivii) to effect any provision of this Indenture (including to release any Guarantees in accordance with the terms of this Indenture), the Notes or the Guarantees; (viii) to make any change that does not adversely affect the rights of any HolderHolder in any material respect; (xii) to effect any provision of this Indenture or to make certain changes to this Indenture to provide for the issuance of Additional Securities; (xiiiix) to provide for the issuance of the Exchange Securities or Additional Notes; (x) (x) to release the Additional Securities, which shall have terms substantially identical in all material respects to Guarantee of any Parent of the Original Securities, and which shall be treated, together with any outstanding Original Securities, as a single issue of securitiesIssuer; or (xivxi) to conform the text of this Indenture or the Securities Notes to any provision of in the “Description of First Priority Notes” section of in the Offering Memorandum to the extent that such a provision in the “Description of First Priority Notes” section of the Offering Memorandum was intended by the Issuer to be a verbatim recitation of a provision to comply with any requirements of this Indenture or the SecuritiesNotes as stated in an Officers’ Certificate. After an amendment under this Section 9.01 becomes effective, the Issuer shall mail deliver to the Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.01.

Without Consent of the Holders. (a) The Issuer Issuers, the Trustee and the Trustee Collateral Agent may amend this Indenture, the SecuritiesNotes, any the Subsidiary Guarantees, the Security Document or any Documents and/or the Intercreditor Agreement with respect to the Securities without notice to or the consent of any Holderholder: (i) to cure any ambiguity, omission, mistake, defect or inconsistency; (ii) to provide for the assumption by a Successor Company (with respect to an Issuer) of the obligations of the an Issuer under this Indenture Indenture, the Notes, the Security Documents and the SecuritiesIntercreditor Agreement; (iii) to provide for the assumption by a Successor Co-Issuer (with respect to the Co-Issuer) or Successor Subsidiary Guarantor (with respect to any Subsidiary Guarantor), as the case may be, of the obligations of a the Co-Issuer or Subsidiary Guarantor Guarantor, as applicable, under this Indenture and Indenture, the Notes, its Subsidiary Guarantee, the Security Documents and the Intercreditor Agreement; (iv) to provide for uncertificated Securities Notes in addition to or in place of certificated Securities; Notes, provided, however, that the uncertificated Securities Notes are issued in registered form for purposes of Section 163(f) of the Code Code, or in a manner such that the uncertificated Securities Notes are described in Section 163(f)(2)(B) of the Code; (v) to add a Subsidiary Guarantee or collateral with respect to the Securities or to secure the SecuritiesNotes; (vi) to add additional assets release or subordinate Collateral as Collateral; (vii) to release Collateral from the Lien securing the Securities pursuant to the Security Documents when permitted or required by this Indenture, the Security Documents or any the Intercreditor Agreement; (vii) to add additional secured creditors holding other First Priority Lien Obligations, Pari Passu Lien Obligations or Junior Lien Obligations so long as such obligations are not prohibited by this Indenture; (viii) to add to the covenants of the Issuer Issuers for the benefit of the Holders holders or to surrender any right or power herein conferred upon the IssuerIssuers; (ix) to modify the Security Documents and/or any Intercreditor Agreements, to secure other First Priority Lien Obligations and/or second priority secured obligations of the Issuer or any Subsidiary Guarantor (including, without limitation, any Other Second-Lien Obligations) so long as such other First Priority Lien Obligations and/or second priority secured obligations (including, without limitation, any Other Second-Lien Obligations) are not prohibited by the provisions of the Credit Agreements, the Existing Second Priority Notes Indentures, this Indenture, the First Priority Dollar Notes Indentures or First Priority Euro Notes Indenture; (x) to comply with any requirement of the SEC in connection with the qualifying or maintaining the qualification of this Indenture under the TIA; (xix) to make any change that does not adversely affect the rights of any Holderholder in any material respect (as determined in good faith by the Issuers); (xiixi) to effect any provision of this Indenture or to make certain changes to this Indenture to provide for the issuance of Additional Securities; (xiii) to provide for the issuance of the Exchange Securities or the Additional SecuritiesNotes, which shall have terms substantially identical in all material respects to the Original SecuritiesInitial Notes, and which shall be treated, together with any outstanding Original SecuritiesInitial Notes, as a single issue of securities; (xii) to effect any provision of this Indenture; (xiii) in the event that PIK Notes are issued in certificated form, to make appropriate changes to this Indenture to reflect an approximate minimum denomination of certificated PIK Notes and to establish minimum redemption amounts for certificate PIK Notes; or (xiv) to conform the text amend any provision of this Indenture to eliminate the effect of any change from IFRS to GAAP (as determined in good faith by the Issuers). (b) The Intercreditor Agreement may be amended without prior notice to or the Securities to consent of any provision holder, the Trustee or the Collateral Agent in connection with the permitted entry into the Intercreditor Agreement of the “Description any class of additional secured creditors holding First Priority Notes” section of the Offering Memorandum to the extent that such a provision in the “Description of First Priority Notes” section of the Offering Memorandum was intended to be a verbatim recitation of a provision to comply with any requirements of this Indenture Lien Obligations or the Securities. Pari Passu Lien Obligations. (c) After an amendment under this Section 9.01 becomes effective, the Issuer Issuers shall mail mail, or otherwise deliver in accordance with the procedures of the Depository, to the Holders holders a notice briefly describing such amendment. The failure to give such notice to all Holdersholders (with a copy to the Trustee and the Collateral Agent), or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.01.

Without Consent of the Holders. (a) The Issuer Issuers, the Guarantors and the Trustee may amend this Indenture, the Securities, any Security Document Indenture or any Intercreditor Agreement with respect to the Securities without notice to or consent of any Holder: (i) to cure any ambiguity, omission, defect or inconsistency; (ii) to provide for the assumption by a Successor Company of the obligations of the Issuer Issuers under this Indenture and the Securities; (iii) to provide for the assumption by a Successor Subsidiary Guarantor of the obligations of a Subsidiary Guarantor under this Indenture and its Subsidiary Guarantee; (iv) to comply with Article 5; (v) to provide for uncertificated Securities in addition to or in place of certificated Securities; provided, however, that the uncertificated Securities are issued in registered form for purposes of Section 163(f) of the Code or in a manner such that the uncertificated Securities are described in Section 163(f)(2)(B) of the Code; (vvi) to make any change in Article 10 or Article 12 that would limit or terminate the benefits available to any holder of Senior Indebtedness of the Company or a Guarantor (or Representatives thereof) under Article 10 or Article 12, respectively; (vii) to add a Subsidiary Guarantee additional Guarantees with respect to the Securities or to secure the Securities; (vi) to add additional assets as Collateral; (vii) to release Collateral from the Lien securing the Securities pursuant to the Security Documents when permitted or required by this Indenture, the Security Documents or any Intercreditor Agreement; (viii) to add to the covenants of the Issuer Issuers for the benefit of the Holders or to surrender any right or power herein conferred upon the IssuerIssuers; (ix) to modify the Security Documents and/or any Intercreditor Agreements, to secure other First Priority Lien Obligations and/or second priority secured obligations of the Issuer or any Subsidiary Guarantor (including, without limitation, any Other Second-Lien Obligations) so long as such other First Priority Lien Obligations and/or second priority secured obligations (including, without limitation, any Other Second-Lien Obligations) are not prohibited by the provisions of the Credit Agreements, the Existing Second Priority Notes Indentures, this Indenture, the First Priority Dollar Notes Indentures or First Priority Euro Notes Indenture; (x) to comply with any requirement of the SEC in connection with qualifying or maintaining the qualification of of, this Indenture under the TIA; (xix) to make any change that does not adversely affect the rights of any Holder;; or (xii) to effect any provision of this Indenture or to make certain changes to this Indenture to provide for the issuance of Additional Securities; (xiiixi) to provide for the issuance of the Exchange Securities or the Additional Securities, which shall have terms substantially identical in all material respects to the Original Initial Securities, and which shall be treated, together with any outstanding Original Initial Securities, as a single issue of securities; or. (xivb) to conform An amendment under this Section 9.01 may not make any change that adversely affects the text rights under Article 10 or Article 12 of this Indenture or the Securities to any provision holder of Senior Indebtedness of the “Description Issuers or a Guarantor then outstanding unless the holders of First Priority Notes” section of the Offering Memorandum such Senior Indebtedness (or any group or Representative thereof authorized to the extent that give a consent) consent to such a provision in the “Description of First Priority Notes” section of the Offering Memorandum was intended to be a verbatim recitation of a provision to comply with any requirements of this Indenture or the Securitieschange. After an amendment under this Section 9.01 becomes effective, the Issuer Issuers shall mail to the Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.01.

Without Consent of the Holders. The Issuer Company, the Guarantors (with respect to a Guarantee or this Indenture to which it is a party) and the Trustee may amend or supplement this Indenture, Indenture and any Guarantee or the Securities, any Security Document or any Intercreditor Agreement with respect to Notes without the Securities without notice to or consent of any Holder: (i) to cure any ambiguity, omission, mistake, defect or inconsistencyinconsistency as certified by the Company; (ii) to provide for the assumption by a Successor Company uncertificated Notes of the obligations such series in addition to or in place of the Issuer under this Indenture and the Securitiescertificated Notes; (iii) to provide for comply with the assumption by a Successor Subsidiary Guarantor covenant relating to mergers, consolidations and sales of the obligations of a Subsidiary Guarantor under this Indenture and its Subsidiary Guaranteeassets; (iv) to provide for uncertificated Securities in addition to or in place of certificated Securities; provided, however, that the uncertificated Securities are issued in registered form for purposes of Section 163(f) assumption of the Code Company’s or any Guarantor’s obligations to the Holders in a manner such transaction that the uncertificated Securities are described in Section 163(f)(2)(B) of the Codecomplies with this Indenture; (v) to add a Subsidiary Guarantee with respect make any change that would provide any additional rights or benefits to the Securities Holders or to secure that does not adversely affect the Securitieslegal rights under this Indenture of any such Holder; (vi) to add additional assets as Collateral; (vii) to release Collateral from the Lien securing the Securities pursuant to the Security Documents when permitted or required by this Indenture, the Security Documents or any Intercreditor Agreement; (viii) to add to the covenants of the Issuer for the benefit of the Holders or to surrender any right or power herein conferred upon the IssuerCompany or any Guarantor; (vii) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee thereunder pursuant to the requirements thereof; (viii) to add a Guarantor under this Indenture or to release a Guarantor in accordance with the terms of this Indenture and to provide for any local law restrictions required by the jurisdiction of organization of such Guarantor; (ix) to modify the Security Documents and/or any Intercreditor Agreements, to secure other First Priority Lien Obligations and/or second priority secured obligations of the Issuer or any Subsidiary Guarantor (including, without limitation, any Other Second-Lien Obligations) so long as such other First Priority Lien Obligations and/or second priority secured obligations (including, without limitation, any Other Second-Lien Obligations) are not prohibited by the provisions of the Credit Agreements, the Existing Second Priority Notes Indentures, this Indenture, the First Priority Dollar Notes Indentures or First Priority Euro Notes Indenture; (x) to comply with any requirement of the SEC in connection with qualifying or maintaining the qualification of this Indenture under the TIA; (xi) to make any change that does not adversely affect the rights of any Holder; (xii) to effect any provision of this Indenture or to make certain changes to this Indenture to provide for the issuance of Additional Securities;Notes; or (xiiix) to provide for 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 of the Exchange Securities or the Additional Securities, which shall have terms substantially identical in all material respects to the Original Securities, Notes and which shall be treated, together with any outstanding Original Securities, as a single issue of securities; or (xiv) to conform the text administration of this Indenture; provided, however, that (i) compliance with this Indenture or as so amended would not result in Notes being transferred in violation of the Securities to any provision of the “Description of First Priority Notes” section of the Offering Memorandum to the extent that such a provision in the “Description of First Priority Notes” section of the Offering Memorandum was intended to be a verbatim recitation of a provision to comply with any requirements of this Indenture or the Securities. After an amendment under this Section 9.01 becomes effective, the Issuer shall mail to the Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, Act or any defect therein, shall applicable securities law and (ii) such amendment does not impair or materially and adversely affect the validity rights of an amendment under this Section 9.01Holders to transfer Notes.

Without Consent of the Holders. (a) The Issuer Issuer, the Trustee and the Trustee Collateral Agent, as applicable, may amend this Indenture, the SecuritiesNotes, any the Guarantees, the Security Document or any Documents, the Senior Lien Intercreditor Agreement with respect to the Securities and/or any Customary Intercreditor Agreement without prior notice to or consent of any Holderholder: (i) to cure any ambiguity, omission, mistake, defect or inconsistency; (ii) to provide for the assumption by a Successor Company of the obligations of the Issuer under this Indenture Indenture, the Notes, the Security Documents, the Senior Lien Intercreditor Agreement and the Securitiesa Customary Intercreditor Agreement; (iii) to provide for the assumption by a Successor Subsidiary Guarantor (with respect to any Subsidiary Guarantor), as the case may be, of the obligations of a Subsidiary Guarantor under this Indenture and Indenture, its Subsidiary Guarantee, the Security Documents, the Senior Lien Intercreditor Agreement and a Customary Intercreditor Agreement; (iv) to provide for uncertificated Securities Notes in addition to or in place of certificated Securities; Notes, provided, however, that the uncertificated Securities Notes are issued in registered form for purposes of Section 163(f) of the Code Code, or in a manner such that the uncertificated Securities Notes are described in Section 163(f)(2)(B) of the Code; (v) to add a Subsidiary Guarantee with respect to the Securities or to secure the Securities[reserved]; (vi) to add additional assets as Collaterala Subsidiary Guarantee or collateral with respect to the Notes; (vii) [reserved]; (viii) to release Collateral from the Lien securing the Securities pursuant to the Security Documents when or a Subsidiary Guarantee as permitted or required by this Indenture, the Security Documents Documents, the Senior Lien Intercreditor Agreement, or any a Customary Intercreditor Agreement; (viiiix) to add additional secured creditors holding First-Priority Lien Obligations, Other Second-Lien Obligations or Junior Lien Obligations so long as such obligations are not prohibited by this Indenture; (x) to add to the covenants of the Issuer or any Subsidiaries for the benefit of the Holders holders or to surrender any right or power herein conferred upon the IssuerIssuer or any Subsidiary; (ix) to modify the Security Documents and/or any Intercreditor Agreements, to secure other First Priority Lien Obligations and/or second priority secured obligations of the Issuer or any Subsidiary Guarantor (including, without limitation, any Other Second-Lien Obligations) so long as such other First Priority Lien Obligations and/or second priority secured obligations (including, without limitation, any Other Second-Lien Obligations) are not prohibited by the provisions of the Credit Agreements, the Existing Second Priority Notes Indentures, this Indenture, the First Priority Dollar Notes Indentures or First Priority Euro Notes Indenture; (xxi) to comply with any requirement of the SEC in connection with qualifying or maintaining the qualification of this Indenture under the TIA; (xixii) to make any change that does not adversely affect the rights of any Holder; (xii) to effect any provision of this Indenture or to make certain changes to this Indenture to provide for the issuance of Additional Securitiesholder; (xiii) to provide for the issuance of the Exchange Securities or the Additional SecuritiesNotes, which shall have terms substantially identical in all material respects to the Original SecuritiesInitial Notes, and which shall be treated, together with any outstanding Original SecuritiesInitial Notes, as a single issue of securities; or (xiv) to conform the text of this Indenture or the Securities to effect any provision of this Indenture. (b) The Senior Lien Intercreditor Agreement or any Customary Intercreditor Agreement may be amended without the “Description consent of First any holder of Notes, the Trustee or the Collateral Agent in connection with the permitted entry into the Senior Lien Intercreditor Agreement of any class of additional secured creditors holding Other Second-Lien Obligations, First-Priority Notes” section Lien Obligations or Junior Lien Obligations to effectuate such entry into the Senior Lien Intercreditor Agreement or any Customary Intercreditor Agreement and to make the lien of such class equal and ratable with, as applicable, the lien of the Offering Memorandum First-Priority Lien Obligations, the Other Second-Lien Obligations or the Junior Lien Obligations, in each case, to the extent that such a provision in the “Description of First First-Priority Notes” section of the Offering Memorandum was intended Lien Obligations, Other Second-Lien Obligations or Junior Lien Obligations are expressly permitted to be a verbatim recitation of a provision incurred pursuant to comply with any requirements of this Indenture or the Securities. Indenture. (c) After an amendment under this Section 9.01 becomes effective, the Issuer shall mail mail, or otherwise deliver in accordance with the procedures of the Depository, to the Holders holders a notice briefly describing such amendment. The failure to give such notice to all Holdersholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.01.

Without Consent of the Holders. (a) The Issuer Issuer, the Trustee and the Collateral Trustee may amend this Indenture, the Securities, any Security Document or any Intercreditor Agreement (if applicable with respect to the Securities Security Documents) may amend this Indenture and the Notes without notice to or consent of any Holderholder: (i) to cure any ambiguity, omission, mistake, defect or inconsistency; (ii) to provide for the assumption by a Successor Company (with respect to the Issuer) of the obligations of the Issuer under this Indenture and the SecuritiesNotes; (iii) to provide for the assumption by a Successor Subsidiary Guarantor of the obligations of a Subsidiary Guarantor under this Indenture and its Subsidiary Guarantee; (iv) to provide for uncertificated Securities Notes in addition to or in place of certificated Securities; Notes, provided, however, that the uncertificated Securities Notes are issued in registered form for purposes of Section Sections 163(f), 871(h) and 881(c)(2) of the Code Code, or in a manner such that the uncertificated Securities Notes are described in Section 163(f)(2)(B) of the Code; (viv) to add a Subsidiary Guarantee guarantee or other obligor with respect to the Securities or to secure the SecuritiesNotes; (vi) to add additional assets as Collateral; (vii) to release Collateral from the Lien securing the Securities pursuant to the Security Documents when permitted or required by this Indenture, the Security Documents or any Intercreditor Agreement; (viiiv) to add to the covenants of the Issuer for the benefit of the Holders holders or to surrender any right or power herein conferred upon the Issuer; (ix) to modify the Security Documents and/or any Intercreditor Agreements, to secure other First Priority Lien Obligations and/or second priority secured obligations of the Issuer or any Subsidiary Guarantor (including, without limitation, any Other Second-Lien Obligations) so long as such other First Priority Lien Obligations and/or second priority secured obligations (including, without limitation, any Other Second-Lien Obligations) are not prohibited by the provisions of the Credit Agreements, the Existing Second Priority Notes Indentures, this Indenture, the First Priority Dollar Notes Indentures or First Priority Euro Notes Indenture; (x) to comply with any requirement of the SEC in connection with qualifying or maintaining the qualification of this Indenture under the TIA; (xivi) to make any change that would provide any additional rights or benefits to the holders or does not adversely affect the rights of any Holderholder; (xiivii) to effect any provision of this Indenture or to make certain changes to this Indenture to provide for the issuance of Additional Securities; (xiii) Notes subject to provide for the issuance of the Exchange Securities or the Additional Securitieslimitations set forth in this Indenture, which shall have terms substantially identical in all material respects to the Original SecuritiesInitial Notes, and which shall be treated, together with any outstanding Original SecuritiesInitial Notes, as a single issue of securities; or; (viii) to provide for the issuance of PIK Notes or the increase of the principal amount of the Notes to pay PIK Interest in accordance with the terms of this Indenture; (ix) in the event that any PIK Notes are issued as Definitive Notes, to make appropriate amendments to this Indenture to reflect an appropriate minimum denomination of certificated PIK Notes and establish minimum redemption amounts for certificated PIK Notes; (x) to adjust the Base Price or otherwise give effect to the adjustments provided in Article XI; (xi) to release or subordinate Liens on Collateral in accordance with the Note Documents; (xii) to confirm and evidence the release, termination or discharge of any Lien with respect to or securing the Notes when such release, termination or discharge is provided for in accordance with this Indenture and the other Note Documents; (xiii) to add any Collateral, to secure the payments due to the holders or to evidence the release, termination or discharge of any Liens, in each case as provided in this Indenture or the other Note Documents, as applicable; (xiv) to conform the text make, complete or confirm any grant of Collateral permitted or required by this Indenture or the Securities to any provision of the “Description Security Documents establishing Note Liens; or (xv) to evidence or provide for the acceptance of First Priority Notes” section of the Offering Memorandum to the extent that such a provision in the “Description of First Priority Notes” section of the Offering Memorandum was intended to be a verbatim recitation appointment under this Indenture of a provision successor Trustee; (xvi) to comply with the rules of any requirements of applicable depositary; or (xvii) to cause the IPO Issuer to become a party to this Indenture or the Securitiesas provided in Section 11.04(d). After an amendment under this Section 9.01 becomes effective, the Issuer shall mail mail, or otherwise deliver in accordance with the procedures of the Depository, to the Holders holders a notice briefly describing such amendment. The failure to give such notice to all Holdersholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.01.

Without Consent of the Holders. (a) The Issuer Issuers and the Trustee may amend this Indenture, the Securities, any Security Document or any Intercreditor Agreement with respect to Notes and the Securities Subsidiary Guarantees without notice to or consent of any Holderholder: (i) to cure any ambiguity, omission, defect or inconsistency; (ii) to provide for the assumption by a Successor Company (with respect to an Issuer) of the obligations of the an Issuer under this Indenture and the SecuritiesNotes; (iii) to provide for the assumption by a Successor Subsidiary Guarantor (with respect to any Subsidiary Guarantor), as the case may be, of the obligations of a Subsidiary Guarantor under this Indenture and its Subsidiary Guarantee; (iv) to provide for uncertificated Securities Notes in addition to or in place of certificated Securities; Notes, provided, however, that the uncertificated Securities Notes are issued in registered form for purposes of Section 163(f) of the Code Code, or in a manner such that the uncertificated Securities Notes are described in Section 163(f)(2)(B) of the Code; (v) to add a conform the text of this Indenture, the Notes or the Subsidiary Guarantee with respect Guarantees to any provision of the “Description of Notes” in the Offering Memorandum to the Securities extent that such provision in this Indenture, the Notes or the Subsidiary Guarantees was intended by the Issuers to secure be verbatim recitation of a provision in the Securities“Description of Notes” in the Offering Memorandum; (vi) to add additional assets as Collateral;a guarantee or other obligor with respect to the Notes, (vii) to release Collateral from the Lien securing the Securities pursuant to the Security Documents when permitted or required by this Indenture, the Security Documents or any Intercreditor Agreement[intentionally omitted]; (viii) to release a Subsidiary Guarantee as permitted by this Indenture; (ix) [intentionally omitted]; (x) to add to the covenants of the Issuer Issuers for the benefit of the Holders holders or to surrender any right or power herein conferred upon the IssuerIssuers; (ix) to modify the Security Documents and/or any Intercreditor Agreements, to secure other First Priority Lien Obligations and/or second priority secured obligations of the Issuer or any Subsidiary Guarantor (including, without limitation, any Other Second-Lien Obligations) so long as such other First Priority Lien Obligations and/or second priority secured obligations (including, without limitation, any Other Second-Lien Obligations) are not prohibited by the provisions of the Credit Agreements, the Existing Second Priority Notes Indentures, this Indenture, the First Priority Dollar Notes Indentures or First Priority Euro Notes Indenture; (xxi) to comply with any requirement of the SEC in connection with qualifying qualifying, or maintaining the qualification of of, this Indenture under the TIA; (xixii) to make any change that does not adversely affect the rights of any Holder; (xii) to effect any provision of this Indenture or to make certain changes to this Indenture to provide for the issuance of Additional Securities;holder; or (xiii) to provide for the issuance of the Additional Notes or Exchange Securities or the Additional SecuritiesNotes, which shall have terms substantially identical in all material respects to the Original SecuritiesInitial Notes, and which shall be treated, together with any outstanding Original SecuritiesInitial Notes, as a single issue of securities; or. (xivb) to conform the text of this Indenture or the Securities to any provision of the “Description of First Priority Notes” section of the Offering Memorandum to the extent that such a provision in the “Description of First Priority Notes” section of the Offering Memorandum was intended to be a verbatim recitation of a provision to comply with any requirements of this Indenture or the Securities. [Intentionally Omitted]. (c) After an amendment under this Section 9.01 becomes effective, the Issuer Issuers shall mail mail, or otherwise deliver in accordance with the procedures of the Depositary, to the Holders holders a notice briefly describing such amendment. The failure to give such notice to all Holdersholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.01.

Without Consent of the Holders. The Issuer and Without the consent of any Holder, the Issuer, the Trustee and, if applicable, the Guarantors may amend or supplement this Indenture, the Securities, any Security Document Notes or any Intercreditor Agreement with respect to Note Guarantees (provided that the Securities without notice to or consent of Issuer and the existing Guarantors need not execute any Holdersupplemental indenture whereby any new Guarantor will provide a Note Guarantee) to: (ia) to cure any ambiguity, omission, defect or inconsistencyinconsistency in a manner that is not adverse to the interests of the Holders of the Notes; (iib) to provide for the assumption by a Successor Company successor entity of the obligations of the Issuer or any Guarantor under this Indenture and Indenture, the SecuritiesNotes or the Note Guarantees in accordance with Section 4.3; (iiic) to provide for the assumption by a Successor Subsidiary Guarantor of the obligations of a Subsidiary Guarantor under this Indenture and its Subsidiary Guarantee; (iv) to provide for uncertificated Securities in addition to or in place of certificated Securities; provided, however, that the uncertificated Securities are issued in registered form for purposes of Section 163(f) of the Code or in a manner such that the uncertificated Securities are described in Section 163(f)(2)(B) of the Code; (v) to add a Subsidiary Guarantee Guarantors with respect to the Securities Notes or to secure release a Guarantor from its obligations under its Note Guarantee or this Indenture, in each case, in accordance with the Securitiesapplicable provisions of this Indenture; (vid) to add additional assets as Collateralsecure the Notes and the Note Guarantees; (viie) to release Collateral from the Lien securing the Securities pursuant to the Security Documents when permitted or required by this Indenture, the Security Documents or any Intercreditor Agreement; (viii) to add to the covenants of the Issuer 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 Issuer; (ix) to modify the Security Documents and/or any Intercreditor Agreements, to secure other First Priority Lien Obligations and/or second priority secured obligations of the Issuer or any Subsidiary Guarantor Guarantor; (including, without limitation, any Other Second-Lien Obligationsf) so long as such other First Priority Lien Obligations and/or second priority secured obligations (including, without limitation, any Other Second-Lien Obligations) are not prohibited by evidence the provisions replacement of the Credit Agreements, the Existing Second Priority Notes Indentures, Trustee as provided for in this Indenture, the First Priority Dollar Notes Indentures or First Priority Euro Notes Indenture; (xg) to comply with any requirement of the SEC in connection with qualifying or maintaining the qualification of this Indenture under the TIA; (xi) to make any change that does not adversely affect the rights under this Indenture, the Notes or the Note Guarantees of any HolderHolder in any material respect; (xiih) to effect any provision of this Indenture or to make certain changes to this Indenture to provide for the issuance of Additional Securities; (xiii) to provide for the issuance of the Exchange Securities or the Additional Securities, which shall have terms substantially identical in all material respects to the Original Securities, and which shall be treated, together with any outstanding Original Securities, as a single issue of securities; or (xiv) to conform the text of this Indenture Indenture, the Notes or the Securities Note Guarantees to any provision of the “Description of First Priority the Notes” section of the Offering Memorandum to the extent that such a provision in the such “Description of First Priority the Notes” section of the Offering Memorandum was intended to be a verbatim recitation of a provision to comply with any requirements of this Indenture Indenture, the Notes or the Securities. After an amendment Note Guarantees; and (i) provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture, provided that any Additional Notes shall be issued under this Section 9.01 becomes effectivea separate CUSIP or ISIN number unless the Additional Notes are issued pursuant to a “qualified reopening” of, or are otherwise fungible with, the Issuer shall mail to the Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under Notes sold in this Section 9.01offering for U.S. federal income tax purposes.

Without Consent of the Holders. The Issuer and the Trustee may amend this Indenture, the Securities, any Security Document Notes or any Intercreditor Agreement with respect to the Securities Guarantees without notice to or the consent of any Holderholder: (ia) to cure any ambiguity, omission, mistake, defect or inconsistency; (iib) to provide for the assumption by a Successor Company Issuer (with respect to the Issuer) of the obligations of the Issuer under this Indenture and the SecuritiesNotes; (iiic) to provide for the assumption by a Successor Subsidiary Guarantor (with respect to any Guarantor) of the obligations of a Subsidiary Guarantor under this Indenture and its Subsidiary Guarantee; (ivd) to provide for uncertificated Securities Notes in addition to or in place of certificated Securities; Notes, provided, however, that the uncertificated Securities Notes are issued in registered form for purposes of Section 163(f) of the Code Code, or in a manner such that the uncertificated Securities Notes are described in Section 163(f)(2)(B) of the Code; (ve) to conform the text of this Indenture, the Notes or the Guarantees to any provision of the “Description of the Notes” in the Offering Memorandum; (f) to add a Subsidiary Guarantee with respect to the Securities or Notes; (g) to add collateral with respect to the Notes; (h) to secure the SecuritiesNotes; (vii) to add additional assets release a Guarantor or Successor Guarantor or any guarantee of the Notes as Collateralpermitted by and in accordance with the applicable terms of this Indenture; (vii) to release Collateral from the Lien securing the Securities pursuant to the Security Documents when permitted or required by this Indenture, the Security Documents or any Intercreditor Agreement; (viiij) to add to the covenants of the Issuer and the Restricted Subsidiaries for the benefit of the Holders holders or to surrender any right or power herein conferred upon the Issuer; (ix) to modify the Security Documents and/or any Intercreditor Agreements, to secure other First Priority Lien Obligations and/or second priority secured obligations of the Issuer or any Subsidiary Guarantor (including, without limitation, any Other Second-Lien Obligations) so long as such other First Priority Lien Obligations and/or second priority secured obligations (including, without limitation, any Other Second-Lien Obligations) are not prohibited by the provisions of the Credit Agreements, the Existing Second Priority Notes Indentures, this Indenture, the First Priority Dollar Notes Indentures or First Priority Euro Notes Indenture; (x) to comply with any requirement of the SEC in connection with qualifying or maintaining the qualification of this Indenture under the TIA; (xik) to make any change that does not adversely affect the rights of the holders in any Holdermaterial respect; (xiil) to provide for the appointment of a successor Trustee as permitted by and in accordance with the applicable terms of this Indenture; or (m) to effect any provision provisions of this Indenture or to make certain changes to this Indenture to provide for the issuance of Additional Securities; (xiii) to provide for the issuance of the Exchange Securities or the Additional Securities, which shall have terms substantially identical in all material respects to the Original Securities, and which shall be treated, together with any outstanding Original Securities, as a single issue of securities; or (xiv) to conform the text of this Indenture or the Securities to any provision of the “Description of First Priority Notes” section of the Offering Memorandum to the extent that such a provision in the “Description of First Priority Notes” section of the Offering Memorandum was intended to be a verbatim recitation of a provision to comply with any requirements of this Indenture or the Securities. After an amendment under this Section 9.01 becomes effective, the Issuer shall mail to the Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.01.

Without Consent of the Holders. The Issuer Company and the Trustee may amend this Indenture, the Securities, any Security Document Notes or any Intercreditor Agreement with respect to the Securities Guarantees without notice to or the consent of any Holderholder: (i1) to cure any ambiguity, omission, mistake, defect or inconsistency; (ii2) to provide for the assumption by a Successor Company (with respect to the Company) of the obligations of the Issuer Company under this Indenture and the SecuritiesNotes; (iii3) to provide for the assumption by a Successor Subsidiary Guarantor (with respect to any Guarantor) of the obligations of a Subsidiary Guarantor under this Indenture and its Subsidiary Guarantee; (iv4) to provide for uncertificated Securities Notes in addition to or in place of certificated Securities; Notes, provided, however, that the uncertificated Securities Notes are issued in registered form for purposes of Section 163(f) of the Code Code, or in a manner such that the uncertificated Securities notes are described in Section 163(f)(2)(B) of the Code; (v5) to conform the text of this Indenture, the Notes or the Guarantees to any provision of the “Description of Notes” in the Offering Memorandum to the extent that such provision in this Indenture, the Notes or the Guarantees was intended by the Company to be a verbatim recitation of a provision in the “Description of Notes” in the Offering Memorandum, as stated in an Officers’ Certificate; (6) to add a Subsidiary Guarantee with respect to the Securities or Notes; (7) to add collateral to secure the SecuritiesNotes; (vi) 8) to add additional assets release a Guarantor or any guarantee of the Notes as Collateralpermitted by this Indenture; (vii) to release Collateral from the Lien securing the Securities pursuant to the Security Documents when permitted or required by this Indenture, the Security Documents or any Intercreditor Agreement; (viii9) to add to the covenants of the Issuer Company for the benefit of the Holders holders or to surrender any right or power herein conferred upon the IssuerCompany; (ix) to modify the Security Documents and/or any Intercreditor Agreements, to secure other First Priority Lien Obligations and/or second priority secured obligations of the Issuer or any Subsidiary Guarantor (including, without limitation, any Other Second-Lien Obligations) so long as such other First Priority Lien Obligations and/or second priority secured obligations (including, without limitation, any Other Second-Lien Obligations) are not prohibited by the provisions of the Credit Agreements, the Existing Second Priority Notes Indentures, this Indenture, the First Priority Dollar Notes Indentures or First Priority Euro Notes Indenture; (x10) to comply with any requirement of the SEC in connection with qualifying qualifying, or maintaining the qualification of of, this Indenture under the TIA; (xi11) to make any change that does not adversely affect the rights of any Holderholder in any material respect; (xii12) to provide for the appointment of a successor Trustee as permitted by this Indenture; (13) to effect any provision provisions of this Indenture or to make certain changes to this Indenture to provide for the issuance of Additional Securities;Notes; or (xiii14) to provide for the issuance of the Exchange Securities Notes or the Additional Securitiesprivate exchange notes, which shall have terms substantially are identical in all material respects to the Original Securities, and which shall be treated, together with any outstanding Original Securities, as a single issue of securities; or (xiv) to conform the text of this Indenture or the Securities to any provision of the “Description of First Priority Notes” section of the Offering Memorandum to the extent Exchange Notes except that such a provision in the “Description of First Priority Notes” section of the Offering Memorandum was intended to be a verbatim recitation of a provision to comply with any requirements of this Indenture or the Securities. After an amendment under this Section 9.01 becomes effective, the Issuer shall mail to the Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall they are not impair or affect the validity of an amendment under this Section 9.01freely transferable.

Without Consent of the Holders. (a) The Issuer Issuers and the Trustee may amend this Indenture, the Securities, the Note Guarantees, any Security Collateral Document or any the Second Lien Intercreditor Agreement with respect to the Securities without notice to or consent of any Holder: (i) to cure any ambiguity, omission, mistake, defect or inconsistency; (ii) to conform the text of this Indenture, the Note Guarantees or the Securities to any provision under the heading “Description of Notes” in the Offering Memorandum to the extent that such provision was intended to be a verbatim recitation of a provision of this Indenture, the Note Guarantees or the Securities as certified by the Issuers in an Officer’s Certificate; (iii) to provide for the assumption by a Successor Company of the obligations of the Issuer under this Indenture and the Securities; (iii) to provide for the assumption by a Successor Subsidiary Guarantor of the obligations of a Subsidiary Guarantor under this Indenture and its Subsidiary Guarantee; (iv) to provide for uncertificated Securities in addition to or in place of certificated Securities; provided, however, that the uncertificated Securities are issued in registered form for purposes of Section 163(f) of the Code or in a manner such that the uncertificated Securities are described in Section 163(f)(2)(B) of the Code; (v) to add or release a Subsidiary Note Guarantee with respect to the Securities or to secure in accordance with the Securitiesterms of this Indenture; (vi) to add additional assets as Collateral; (vii) , to release Collateral from the Lien securing the Securities pursuant to this Indenture, the Security Collateral Documents and the Second Lien Intercreditor Agreement when permitted or required by this Indenture, the Security Collateral Documents and the Second Lien Intercreditor Agreement; (vii) to modify the Collateral Documents and/or the Second Lien Intercreditor Agreement to secure additional extensions of credit and add additional secured creditors holding other Second Lien Obligations or junior lien Obligations of the Issuers or any Intercreditor Note Guarantor so long as such other Second Lien Obligations or junior lien Obligations are not prohibited by the provisions of the Credit Agreement, this Indenture and any other relevant agreement; (viii) to add to the covenants of the Issuer Holdings for the benefit of the Holders or to surrender any right or power herein conferred upon the IssuerHoldings; (ix) to modify the Security Documents and/or any Intercreditor Agreements, to secure other First Priority Lien Obligations and/or second priority secured obligations of the Issuer or any Subsidiary Guarantor (including, without limitation, any Other Second-Lien Obligations) so long as such other First Priority Lien Obligations and/or second priority secured obligations (including, without limitation, any Other Second-Lien Obligations) are not prohibited by the provisions of the Credit Agreements, the Existing Second Priority Notes Indentures, this Indenture, the First Priority Dollar Notes Indentures or First Priority Euro Notes Indenture; (x) to comply with any requirement of the SEC in connection with qualifying or maintaining the qualification of of, this Indenture under the TIA; (x) to effect any provision of this Indenture; (xi) to make any change that does not adversely affect the rights of any HolderHolder or that would provide any additional rights or benefits to the Holders; (xii) to effect any provision of this Indenture or to make certain changes to this Indenture to provide for the issuance of Additional Securities; (xiii) to provide for the issuance of the Exchange Securities or Additional Securities (and the grant of security for the benefit of the Additional Securities), which shall have terms substantially identical in all material respects to the Original Initial Securities, and which shall be treated, together with any outstanding Original Initial Securities, as a single issue of securities; or; (xiii) 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 evidence and provide for a successor or replacement Collateral Agent under this Indenture and Collateral Documents; (xiv) to conform make, complete or confirm any grant of Collateral permitted or required by this Indenture or any of the text Collateral Documents or any release, termination or discharge of Collateral that becomes effective as set forth in this Indenture or any of the Collateral Documents; mortgage, pledge, hypothecate or grant a security interest in favor of the Collateral Agent for the benefit of the Trustee and the Holders of the Securities as additional security for the payment and performance of the Issuer’s and any Note Guarantor’s obligations under this Indenture, in any property, or assets, including any of which are required to be mortgaged, pledged or hypothecated, or in which a security interest is required to be granted to the Trustee or the Collateral Agent in accordance with the terms of this Indenture or otherwise; (xv) to provide for the succession of any parties to the Indenture and Collateral Documents (and other amendments that are administrative or ministerial in nature), including, the replacement of the Collateral Agent under the Second Lien Intercreditor Agreement, in connection with any incurrence of additional secured obligations or an amendment, renewal, extension, substitution, refinancing, restructuring, replacement, supplementing or other modification from time to time of any agreement in accordance with the terms of this Indenture and the relevant collateral document; (xvi) to provide for a reduction in the minimum denominations of the Securities; (xvii) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Securities as permitted hereunder, including, without limitation, to facilitate the issuance and administration of the Securities, provided that compliance with this Indenture as so amended may not result in Securities being transferred in violation of the Securities Act or any applicable securities laws; (xviii) to any provision provide for the assumption by one or more successors of the “Description obligations of First Priority Notes” section any of the Offering Memorandum to Note Guarantors under this Indenture and the extent that such a provision in the “Description of First Priority Notes” section of the Offering Memorandum was intended to be a verbatim recitation of a provision Note Guarantees; or (xix) to comply with the rules of any requirements applicable securities depositary. Upon the request of the Issuers accompanied by a resolution of the Board of Directors of the Issuers authorizing the execution of any supplemental indenture entered into to effect any such amendment, supplement or waiver, and upon receipt by the Trustee of the documents described in Section 9.06, the Trustee shall join with the Issuers in the execution of such supplemental indenture. (b) Without the consent of the Holders of at least two-thirds in aggregate principal amount of Securities then outstanding, no amendment or waiver: (i) may release all or substantially all of the Collateral from the Lien of this Indenture or and the Collateral Documents with respect to the Securities. After an amendment under ; or (ii) make any change in the provisions of the Second Lien Intercreditor Agreement or this Section 9.01 becomes effective, Indenture dealing with the Issuer shall mail to application of proceeds of Collateral that would adversely affect Holders of the Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.01Securities.

Without Consent of the Holders. (a) The Issuer Company, the Guarantors and the Trustee may amend this Indenture, the Securities, any Security Document Notes or any Intercreditor Agreement with respect to the Securities Guarantees without notice to or the consent of any Holderholder: (i) to cure any ambiguity, omission, mistake, defect or inconsistency; (ii) to provide for the assumption by a Successor Company (with respect to the Company) of the obligations of the Issuer Company under this Indenture and the SecuritiesNotes; (iii) to provide for the assumption by a Successor Subsidiary Guarantor (with respect to any Guarantor), as the case may be, of the obligations of a Subsidiary Guarantor under this Indenture and its Subsidiary Guarantee; (iv) to provide for uncertificated Securities Notes in addition to or in place of certificated Securities; provided, however, that the uncertificated Securities are issued in registered form for purposes of Section 163(f) of the Code or in a manner such that the uncertificated Securities are described in Section 163(f)(2)(B) of the CodeNotes; (v) to add a Subsidiary Guarantee with respect conform the text of this Indenture, the Notes or the Guarantees to any provision of the “Description of Notes” in the Offering Memorandum based upon an Officers’ Certificate delivered to the Securities Trustee stating that such provision was intended to be a substantially verbatim recitation of this Indenture, the Notes or to secure the SecuritiesGuarantees; (vi) to add additional assets as Collateral;a Guarantee with respect to the Notes, (vii) to add collateral to secure the Notes; (viii) to release Collateral a Guarantor from the Lien securing the Securities pursuant to the Security Documents its Guarantee when permitted or required by under the terms of this Indenture, the Security Documents or any Intercreditor Agreement; (viiiix) to add to the covenants of the Issuer Company for the benefit of the Holders holders or to surrender any right or power herein conferred upon the Issuer; (ix) to modify the Security Documents and/or any Intercreditor Agreements, to secure other First Priority Lien Obligations and/or second priority secured obligations of the Issuer or any Subsidiary Guarantor (including, without limitation, any Other Second-Lien Obligations) so long as such other First Priority Lien Obligations and/or second priority secured obligations (including, without limitation, any Other Second-Lien Obligations) are not prohibited by the provisions of the Credit Agreements, the Existing Second Priority Notes Indentures, this Indenture, the First Priority Dollar Notes Indentures or First Priority Euro Notes IndentureCompany; (x) to comply with any requirement of the SEC in connection with qualifying qualifying, or maintaining the qualification of of, this Indenture under the TIA, if applicable; (xi) to comply with the rules of any applicable securities depositary; (xii) to make any amendment to the provisions of this Indenture relating to the transfer and legending of the Notes; (xiii) to evidence and provide for the acceptance and appointments under this Indenture of a successor trustee; (xiv) to make any change that does not adversely affect the rights of any Holder;holder in any material respect; or (xiixv) to effect any provision provisions of this Indenture or to make certain changes to this Indenture to provide for the issuance of Additional Securities;Notes. (xiiib) to provide for the issuance of the Exchange Securities or the Additional Securities, which shall have terms substantially identical in all material respects to the Original Securities, and which shall be treated, together with any outstanding Original Securities, as a single issue of securities; or (xiv) to conform the text of this Indenture or the Securities to any provision of the “Description of First Priority Notes” section of the Offering Memorandum to the extent that such a provision in the “Description of First Priority Notes” section of the Offering Memorandum was intended to be a verbatim recitation of a provision to comply with any requirements of this Indenture or the Securities. After an amendment under this Section 9.01 becomes effective, the Issuer Company shall mail mail, or otherwise deliver in accordance with the procedures of the Depository, to the Holders holders a notice briefly describing such amendment. The failure to give such notice to all Holdersholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.01.

Without Consent of the Holders. The Issuer Issuers, the Guarantors (with respect to a Guarantee or this Indenture to which it is a party), the Trustee and the Collateral Trustee may amend or supplement this Indenture, any Guarantee, the Securities, any Notes and the Security Document or any Intercreditor Agreement with respect to Documents without the Securities without notice to or consent of any Holder: (i) to cure any ambiguity, omission, mistake, defect or inconsistencyinconsistency as certified by the Issuers; (ii) to provide for the assumption by a Successor Company uncertificated Notes of the obligations of the Issuer under this Indenture and the Securities; (iii) to provide for the assumption by a Successor Subsidiary Guarantor of the obligations of a Subsidiary Guarantor under this Indenture and its Subsidiary Guarantee; (iv) to provide for uncertificated Securities such series in addition to or in place of certificated Securities; provided, however, Notes (provided that the uncertificated Securities Notes are issued in registered form for purposes of Section 163(f) of the Code Code); (iii) to comply with the covenant relating to mergers, consolidations and sales of assets; (iv) to provide for the assumption of the Company’s, ▇▇▇▇▇’▇ or any Guarantor’s obligations to the Holders in a manner such transaction that the uncertificated Securities are described in Section 163(f)(2)(B) of the Codecomplies with this Indenture; (v) to add a Subsidiary Guarantee with respect make any change that would provide any additional rights or benefits to the Securities Holders or to secure that does not adversely affect the Securitieslegal rights under this Indenture of any such Holder; (vi) to add additional assets as Collateral; (vii) to release Collateral from the Lien securing the Securities pursuant to the Security Documents when permitted or required by this Indenture, the Security Documents or any Intercreditor Agreement; (viii) to add to the covenants of the Issuer for the benefit of the Holders or to surrender any right or power herein conferred upon the IssuerIssuers or any Guarantor; (vii) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee, Paying Agent, Registrar or Authenticating Agent hereunder pursuant to the requirements hereof; (viii) to add a Guarantor under this Indenture or to release a Guarantor in accordance with the terms of this Indenture and to provide for any local law restrictions required by the jurisdiction of organization of such Guarantor; (ix) to modify the Security Documents and/or any Intercreditor Agreements, to secure other First Priority Lien Obligations and/or second priority secured obligations of the Issuer or any Subsidiary Guarantor (including, without limitation, any Other Second-Lien Obligations) so long as such other First Priority Lien Obligations and/or second priority secured obligations (including, without limitation, any Other Second-Lien Obligations) are not prohibited by the provisions of the Credit Agreements, the Existing Second Priority Notes Indentures, this Indenture, the First Priority Dollar Notes Indentures or First Priority Euro Notes Indenture; (x) to comply with any requirement of the SEC in connection with qualifying or maintaining the qualification of this Indenture under the TIA; (xi) to make any change that does not adversely affect the rights of any Holder; (xii) to effect any provision of this Indenture or to make certain changes to this Indenture to provide for the issuance of Additional Securities; (xiii) to provide for the issuance of the Exchange Securities or the Additional Securities, which shall have terms substantially identical in all material respects to the Original Securities, and which shall be treated, together with any outstanding Original Securities, as a single issue of securities; or (xiv) to conform the text of this Indenture Indenture, the Guarantees or the Securities Notes to any provision of the Offering Memorandum under the caption “Description of First Priority Notes” section of the Offering Memorandum to the extent that such a provision in the “Description of First Priority Notes” section of the Offering Memorandum was intended to be a verbatim recitation of a provision of this Indenture, the Guarantees or the Notes as certified by the Issuers; (x) to comply with provide for the issuance of Additional Notes permitted to be incurred under this Indenture; (xi) to make any requirements amendment to the provisions of this Indenture or the Securities. After an amendment under this Section 9.01 becomes effective, the Issuer shall mail relating to the Holders a notice briefly describing such amendment. The failure transfer and legending of Notes as permitted by this Indenture, including, without limitation to give such notice to all Holdersfacilitate the issuance of the Notes and administration of this Indenture; provided, however, that (i) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any defect therein, shall applicable securities law and (ii) such amendment does not impair or materially and adversely affect the validity rights of an amendment under Holders to transfer Notes; (xii) to add additional assets as Collateral; or (xiii) to make, complete or confirm any grant of Collateral permitted or required by the Indenture or any of the Security Documents or any release, termination or discharge of Collateral that becomes effective as set forth in this Section 9.01Indenture or any of the Security Documents.

Without Consent of the Holders. (a) The Issuer Issuers and the Trustee may amend this Indenture, the SecuritiesNotes, any the Guarantees, the Security Document Documents or any the First Lien Intercreditor Agreement with respect to the Securities without notice to or the consent of any Holderholder: (i) to cure any ambiguity, omission, mistake, defect or inconsistency; (ii) to provide for the assumption by a Successor Company (with respect to MHGE Holdings) of the obligations of the Issuers or by a Successor Co-Issuer (with respect to MHGE Finance) of the obligations of MHGE Finance under this Indenture and the SecuritiesNotes; (iii) to provide for the assumption by a Successor Subsidiary Guarantor (with respect to any Subsidiary Guarantor), as the case may be, of the obligations of a Subsidiary Guarantor under this Indenture Indenture, its Guarantee and its Subsidiary Guaranteethe Security Documents; (iv) to provide for the assumption by a Successor Holdings Guarantor (with respect to Holdings) of the obligations of Holdings under this Indenture and its Guarantee; (v) to provide for the assumption by a Successor Parent Guarantor (with respect to Parent) of the obligations of Parent under this Indenture and its Guarantee; (vi) to provide for uncertificated Securities Notes in addition to or in place of certificated Securities; Notes, provided, however, that the uncertificated Securities Notes are issued in registered form for purposes of Section 163(f) of the Code Code, or in a manner such that the uncertificated Securities notes are described in Section 163(f)(2)(B) of the Code; (vvii) to conform the text of this Indenture, the Notes, the Guarantees, the Security Documents or the First Lien Intercreditor Agreement to any provision of the “Description of Notes” in the Offering Memorandum to the extent that such provision in this Indenture, the Notes, the Guarantees, the Security Documents or the First Lien Intercreditor Agreement was intended by the Issuers to be verbatim recitation of a provision in the “Description of Notes” in the Offering Memorandum, as stated in an Officers’ Certificate; (viii) to add a Subsidiary Guarantee with respect to the Securities or Notes, (ix) to add Collateral to secure the SecuritiesNotes; (vi) to add additional assets as Collateral; (viix) to release Collateral from the Lien securing the Securities pursuant to the Security Documents when or a Guarantee as permitted or required by this Indenture, the Security Documents or any and the First Lien Intercreditor Agreement; (viiixi) to add additional secured creditors holding other First-Priority Obligations or other Junior Lien Obligations, so long as such obligations are not prohibited by this Indenture or the Security Documents; (xii) to add to the covenants of the Issuer Issuers for the benefit of the Holders holders or to surrender any right or power herein conferred upon the IssuerIssuers; (ix) to modify the Security Documents and/or any Intercreditor Agreements, to secure other First Priority Lien Obligations and/or second priority secured obligations of the Issuer or any Subsidiary Guarantor (including, without limitation, any Other Second-Lien Obligations) so long as such other First Priority Lien Obligations and/or second priority secured obligations (including, without limitation, any Other Second-Lien Obligations) are not prohibited by the provisions of the Credit Agreements, the Existing Second Priority Notes Indentures, this Indenture, the First Priority Dollar Notes Indentures or First Priority Euro Notes Indenture; (xxiii) to comply with any requirement of the SEC in connection with qualifying or maintaining the qualification of of, this Indenture under the TIA; (xixiv) to make any change that does not adversely affect the rights of any Holder;holder; or (xiixv) to effect any provision of this Indenture or to make certain changes to this Indenture to provide for the issuance of Additional Securities; (xiii) to provide for the issuance of the Notes or Exchange Securities or the Additional SecuritiesNotes, which shall have terms substantially identical in all material respects to the Original SecuritiesInitial Notes, and which shall be treated, together with any outstanding Original SecuritiesInitial Notes, as a single issue of securities; or. (xivb) to conform The First Lien Intercreditor Agreement may be amended without the text consent of this Indenture any holder or the Securities Trustee in connection with the permitted entry into the First Lien Intercreditor Agreement of any class of additional secured creditors holding other First-Priority Obligations or Junior Lien Obligations to any provision effectuate such entry into the First Lien Intercreditor Agreement and to make the lien of such class equal and ratable with, as applicable, the lien of the “Description of First other First-Priority Notes” section of the Offering Memorandum to the extent that such a provision in the “Description of First Priority Notes” section of the Offering Memorandum was intended to be a verbatim recitation of a provision to comply with any requirements of this Indenture Obligations or the Securities. Junior Lien Obligations. (c) After an amendment under this Section 9.01 becomes effective, the Issuer Issuers shall mail mail, or otherwise deliver in accordance with the procedures of the Depository, to the Holders holders a notice briefly describing such amendment. The failure to give such notice to all Holdersholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.01.

Without Consent of the Holders. The Issuer and the Trustee may amend this Indenture, the Securities, any Security Document or any Intercreditor Agreement with respect to Indenture and the Securities without notice to or consent of any Holder: (i) to cure any ambiguity, omission, mistake, defect or inconsistency; (ii) to provide for the assumption by a Successor Company of the obligations of the Issuer under this Indenture and the Securities; (iii) to provide for the assumption by a Successor Subsidiary Guarantor of the obligations of a Subsidiary Guarantor under this Indenture and its Subsidiary the applicable Guarantee; (iv) to provide for uncertificated Securities in addition to or in place of certificated Securities; provided, however, Securities (provided that the uncertificated Securities are issued in registered form for purposes of Section 163(f) of the Code or in a manner such that the uncertificated Securities are described in Section 163(f)(2)(B) of the Code); (v) to add a Subsidiary Guarantee with respect to the Securities or to secure the Securities; (vi) to add make any change that would provide additional assets as Collateralrights or benefits to the Holders or that does not adversely affect the legal rights of any such Holder under this Indenture; (vii) to release Collateral from the Lien securing the Securities pursuant make changes relating to the Security Documents when permitted or required by this Indenture, transfer and legending of the Security Documents or any Intercreditor AgreementSecurities; (viii) to secure the Securities; (ix) to add to the covenants of the Issuer for the benefit of the Holders or to surrender any right or power herein conferred upon the Issuer; (ix) to modify the Security Documents and/or any Intercreditor Agreements, to secure other First Priority Lien Obligations and/or second priority secured obligations of the Issuer or any Subsidiary Guarantor (including, without limitation, any Other Second-Lien Obligations) so long as such other First Priority Lien Obligations and/or second priority secured obligations (including, without limitation, any Other Second-Lien Obligations) are not prohibited by the provisions of the Credit Agreements, the Existing Second Priority Notes Indentures, this Indenture, the First Priority Dollar Notes Indentures or First Priority Euro Notes IndentureGuarantor; (x) to comply with any requirement of the SEC in connection with qualifying or maintaining the qualification of this Indenture under the TIA; (xi) to make any change that does not adversely affect the rights of any HolderHolder in any material respect; (xiixi) to effect any provision of this Indenture or to make certain changes to this Indenture to provide for the issuance of Additional SecuritiesIndenture; (xiiixii) to provide for the issuance of the Exchange Securities or the Additional Add-On Securities, which shall have terms substantially identical in all material respects to the Original Securities, and which shall be treated, together with any outstanding Original Securities, as a single issue of securities; or; (xiii) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee hereunder pursuant to the requirements hereof; (xiv) to conform and evidence the release, termination and discharge of any Guarantee or Lien securing the Securities when such release, termination or discharge is permitted by this Indenture; and (xv) to conform the text of this Indenture Indenture, the Guarantees or the Securities to any provision of the “Description of First Priority the Notes” section of contained in the Offering Memorandum to the extent that such a provision in the “Description of First Priority the Notes” section of contained in the Offering Memorandum was intended to be a verbatim recitation of a provision to comply with any requirements of this Indenture Indenture, the Guarantees or the Securities. After an amendment under this Section 9.01 becomes effective, the Issuer shall deliver electronically or mail to the Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.01.

Without Consent of the Holders. (a) The Issuer Issuers and the Trustee and the Collateral Agent may amend this Indenture, the SecuritiesNotes, any the Subsidiary Guarantees, the Security Document Documents or any the Intercreditor Agreement with respect to the Securities Agreements without notice to or the consent of any Holderholder: (i) to cure any ambiguity, omission, mistake, defect or inconsistency; (ii) to provide for the assumption by a Successor Company (with respect to an Issuer) of the obligations of the an Issuer under this Indenture Indenture, the Notes and the SecuritiesSecurity Documents; (iii) to provide for the assumption by a Successor (with respect to any Subsidiary Guarantor Guarantor), as the case may be, of the obligations of a Subsidiary Guarantor under this Indenture and Indenture, its Subsidiary GuaranteeGuarantee and the Security Documents; (iv) to provide for uncertificated Securities Notes in addition to or in place of certificated Securities; Notes, provided, however, that the uncertificated Securities Notes are issued in registered form for purposes of Section 163(f) of the Code Code, or in a manner such that the uncertificated Securities Notes are described in Section 163(f)(2)(B) of the Code; (v) to add a conform the text of this Indenture, the Notes, the Subsidiary Guarantee with respect Guarantees, the Security Documents or the Intercreditor Agreements to any provision of the “Description of Notes” in the Offering Memorandum to the Securities extent that such provision in this Indenture, the Notes, the Subsidiary Guarantees, the Security Documents or the Intercreditor Agreements was intended by the Issuers to secure be a verbatim recitation of a provision in the Securities“Description of Notes” in the Offering Memorandum, as stated in an Officer’s Certificate; (vi) to add additional assets as Collateral;a Subsidiary Guarantee or collateral with respect to the Notes, (vii) to release or subordinate Collateral from the Lien securing the Securities pursuant to the Security Documents when as permitted or required by this Indenture, the Security Documents or any the Intercreditor AgreementAgreements; (viii) to add to the covenants of the Issuer Issuers for the benefit of the Holders holders or to surrender any right or power herein conferred upon the IssuerIssuers; (ix) to modify the Security Documents and/or any Intercreditor Agreements, to secure other First Priority Lien Obligations and/or second priority secured obligations of the Issuer or any Subsidiary Guarantor (including, without limitation, any Other Second-Lien Obligations) so long as such other First Priority Lien Obligations and/or second priority secured obligations (including, without limitation, any Other Second-Lien Obligations) are not prohibited by the provisions of the Credit Agreements, the Existing Second Priority Notes Indentures, this Indenture, the First Priority Dollar Notes Indentures or First Priority Euro Notes Indenture; (x) to comply with any requirement of the SEC in connection with qualifying or maintaining the qualification of this Indenture under the TIA; (xi) to make any change that does not adversely affect the rights of any Holderholder in any material respect; (xiix) to effect any provision of this Indenture or to make certain changes to this Indenture to provide for the issuance of Additional Securities; (xiii) to provide for the issuance of the Exchange Securities or the Additional SecuritiesNotes, which shall have terms substantially identical in all material respects to the Original SecuritiesInitial Notes, and which shall be treated, together with any outstanding Original SecuritiesInitial Notes, as a single issue of securities; (xi) to add additional secured creditors holding First Priority Lien Obligations, Other Second Lien Obligations or other Junior Lien Obligations so long as such obligations are not prohibited by this Indenture or the Security Documents; or (xivxii) to conform the text of this Indenture or the Securities to any provision of the “Description of First Priority Notes” section of the Offering Memorandum to the extent that such a provision in the “Description of First Priority Notes” section of the Offering Memorandum was intended to be a verbatim recitation of a provision to comply with any requirements requirement of the SEC in connection with the qualification of this Indenture or under the Securities. TIA (if the Issuers elect to qualify this Indenture under the TIA) (b) After an amendment under this Section 9.01 becomes effective, the Issuer Issuers shall mail mail, or otherwise deliver in accordance with the procedures of the Depository, to the Holders holders a notice briefly describing such amendment. The failure to give such notice to all Holdersholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.01.

Without Consent of the Holders. The Issuer Notwithstanding Section 9.02 hereof, without notice to, or the consent of, any Holder, the Issuer, the Trustee and the Trustee Collateral Agent, as applicable, may amend this Indenture, the Securities, any the Guarantees or the Security Document or any Intercreditor Agreement with respect to the Securities without notice to or consent of any HolderDocuments to: (ia) to cure any ambiguity, omission, mistake, defect or inconsistency, as set forth in an Officer’s Certificate provided to the Trustee; (iib) to provide for the assumption by a Successor Company of the obligations of the Issuer under this Indenture Indenture, the Securities and the SecuritiesSecurity Documents; (iiic) to provide for the assumption by a Successor Subsidiary Parent Guarantor or a Successor Guarantor of the obligations of UK Holdco or a Subsidiary Guarantor Guarantor, as applicable, under this Indenture Indenture, the Securities, the Guarantees and its Subsidiary Guaranteethe Security Documents; (ivd) add to the covenants of UK Holdco and its Restricted Subsidiaries for the benefit of the Holders or the Trustee or surrender any right or power conferred upon UK Holdco or any Restricted Subsidiary; (e) make any change that does not adversely affect the rights of any Holder in any material respect or that would provide any additional rights or benefits to the Holders; (f) provide for uncertificated Securities in addition to or in place of certificated Securities; provided, however, that the uncertificated Securities are issued in registered form for purposes of Section 163(f) of the Code or in a manner such that the uncertificated Securities are described in Section 163(f)(2)(B) of the Code; (vg) to provide for the issuance of exchange notes or private exchange notes; (h) comply with Article 5 hereof; (1) add or release a Subsidiary Guarantee with respect to the Securities in accordance with the terms of this Indenture and the Security Documents and in compliance with the provisions described under Article 11 or (2) add one or more co-issuers of the Securities to secure the Securitiesextent it does not result in adverse Tax consequences to the Holders; (vij) to add additional assets as Collateral; (vii) to release Collateral from the Lien securing the Securities pursuant to the Security Documents when permitted or required by this Indenture, the Security Documents or any Intercreditor Agreement; (viii) to add to the covenants of the Issuer for the benefit of the Holders or to surrender any right or power herein conferred upon the Issuer; (ix) to modify the Security Documents and/or any Intercreditor Agreements, to secure other First Priority Lien Obligations and/or second priority secured obligations of the Issuer or any Subsidiary Guarantor (including, without limitation, any Other Second-Lien Obligations) so long as such other First Priority Lien Obligations and/or second priority secured obligations (including, without limitation, any Other Second-Lien Obligations) are not prohibited by the provisions of the Credit Agreements, the Existing Second Priority Notes Indentures, this Indenture, the First Priority Dollar Notes Indentures or First Priority Euro Notes Indenture; (x) to comply with any requirement of the SEC in connection with qualifying or maintaining the qualification of this Indenture under the TIA; (xi) to make any change that does not adversely affect the rights of any Holder; (xii) to effect any provision of this Indenture or to make certain changes to this Indenture to provide for the issuance of Additional SecuritiesSecurities permitted to be Incurred under this Indenture; (xiiik) to provide for the issuance of the Exchange Securities or the Additional Securities, which shall have terms substantially identical in all material respects to the Original Securities, and which shall be treated, together with any outstanding Original Securities, as a single issue of securities; or (xiv) to conform the text of this Indenture Indenture, the Securities, the Guarantees, the Security Documents or the Securities First Lien Intercreditor Agreement to any provision of under the heading “Description of First Priority Notes” section of in the Offering Memorandum to the extent that such a provision in the “Description of First Priority Notes” section of the Offering Memorandum was intended to be a verbatim recitation of a provision of this Indenture, the Securities, the Guarantees, the Security Documents or the First Lien Intercreditor Agreement, as certified by the Issuer in an Officer’s Certificate provided to comply the Trustee stating that any text to be so conformed constitutes an unintended conflict with the corresponding provision in the “Description of Notes” in the Offering Memorandum; (l) 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, the Securities and the Guarantees, or a successor Collateral Agent under the Security Documents; (m) provide for the succession of any requirements parties to this Indenture, the Securities, the Guarantees and the Security Documents (and other amendments that are administrative or ministerial in nature); (n) provide for a reduction in the minimum denominations of the Securities; (o) make any amendment to the provisions of this Indenture relating to the transfer and legending of the Securities as permitted hereunder, including, without limitation, to facilitate the issuance and administration of the Securities; provided that compliance with this Indenture as so amended may not result in the Securities being transferred in violation of the Securities Act or any applicable securities laws; (p) provide for the assumption by one or more successors of the obligations of any of the Guarantors under this Indenture, the Securities and the Guarantees; (q) comply with the rules of any applicable securities depositary; (r) secure the Securities or the Securities. After an amendment under Guarantees or to add additional assets as Collateral; (s) release Collateral from any Lien pursuant to this Section 9.01 becomes effectiveIndenture, the Issuer shall mail Security Documents, the First Lien Intercreditor Agreement or any Acceptable Intercreditor Agreement to the Holders extent permitted or required by this Indenture, the Security Documents, the First Lien Intercreditor Agreement or any Acceptable Intercreditor Agreement; (t) 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 Securities, in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a Lien is required to be granted to or for the benefit of the Trustee or the Collateral Agent pursuant to this Indenture, any of the Security Documents or otherwise; (u) enter into any Acceptable Intercreditor Agreement (including the First Lien Intercreditor Agreement) or any joinder thereto (including to add additional secured parties); (v) in the case of any Security Document, include therein any legend required to be set forth therein pursuant to the First Lien Intercreditor Agreement or any Acceptable Intercreditor Agreement or to modify any such legend as required by the First Lien Intercreditor Agreement or any Acceptable Intercreditor Agreement, or to make any changes that conform such Security Document to the security documents in respect of the Credit Agreement; or (w) provide for the succession of any parties to the Security Documents or any applicable Acceptable Intercreditor Agreement (including the First Lien Intercreditor Agreement) (and other amendments that are administrative or ministerial in nature) in connection with an amendment, renewal, extension, substitution, refinancing, restructuring, replacement, supplementing or other modification from time to time of the Credit Agreement or any other agreement that is not prohibited by this Indenture. In addition, without notice briefly describing to, or the consent of, any Holder, the Issuer, Holdings, UK Holdco, the Trustee and the Collateral Agent may amend the First Lien Intercreditor Agreement and the Security Documents to provide for the addition of any creditors to such agreements to the extent a pari passu lien for the benefit of such creditor is permitted by the terms of this Indenture and may enter into an Acceptable Intercreditor Agreement with creditors for whom a junior lien on the Collateral is to be granted, provided the Issuer delivers an Officer’s Certificate to the Trustee and Collateral Agent certifying that the terms thereof are customary and that the Trustee and Collateral Agent are authorized to enter into such Acceptable Intercreditor Agreement. Upon delivery of the aforementioned Officer’s Certificate, the Trustee and Collateral Agent may request an Opinion of Counsel stating that they are authorized to enter into such Acceptable Intercreditor Agreement. Upon the request of the Issuer accompanied by a resolution of the Board of Directors of the Issuer authorizing the execution of any supplemental indenture entered into to effect any such amendment. The failure to give , supplement or waiver, and upon receipt by the Trustee of the documents described in Section 9.06, the Trustee shall join with the Issuer in the execution of such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.01supplemental indenture.

Without Consent of the Holders. The Issuer Notwithstanding Section 9.02, the Issuer, the Collateral Agent, the Guarantors and the Trustee may amend or supplement this Indenture, the Securities, the Security Documents or the Intercreditor Agreements, and may waive any Security Document or any Intercreditor Agreement with respect to the Securities provision thereof, without notice to or consent of any Holder: (i) to cure any ambiguity, omission, mistake, defect or inconsistency; (ii) to provide for the assumption by a Successor Company of the obligations of the Issuer under this Indenture and the Securities; (iii) to provide for the assumption by a Successor Subsidiary Guarantor of the obligations of a Subsidiary Guarantor under this Indenture and its Subsidiary Guarantee; (iv) to provide for uncertificated Securities in addition to or in place of certificated Securities; provided, however, that the uncertificated Securities are issued in registered form for purposes of Section 163(fSections 871(h)(2)(B) and 881(c)(2)(B) of the Code or in a manner such that the uncertificated Securities are described in and United States Treasury Regulation Section 163(f)(2)(B) of the Code5f.103-1(c); (v) to add a Subsidiary Guarantee additional Guarantees or to add obligors with respect to the Securities or to secure the Securities; (vi) to add additional assets as Collateral; (vii) to release Collateral from the Lien securing the Securities pursuant to the Security Documents when permitted or required by this Indenture, the Security Documents or any Intercreditor Agreement; (viii) to add to the covenants of the Issuer for the benefit of the Holders or to surrender any right or power conferred herein conferred upon the Issuer; (ix) to modify the Security Documents and/or any Intercreditor Agreements, to secure other First Priority Lien Obligations and/or second priority secured obligations of the Issuer or any Subsidiary Guarantor (including, without limitation, any Other Second-Lien Obligations) so long as such other First Priority Lien Obligations and/or second priority secured obligations (including, without limitation, any Other Second-Lien Obligations) are not prohibited by the provisions of the Credit Agreements, the Existing Second Priority Notes Indentures, this Indenture, the First Priority Dollar Notes Indentures or First Priority Euro Notes Indenture; (xvii) to comply with any requirement of the SEC in connection with qualifying or maintaining the qualification of this Indenture under the TIA; (xiviii) to make any change that does not adversely affect the rights of any Holder; (ix) [reserved]; (x) to add additional assets as Notes Collateral to secure the Securities; (xi) to release a Guarantor in accordance with the provisions of this Indenture, the Security Documents and the Intercreditor Agreements or to release Notes Collateral from the Lien pursuant to this Indenture, the Security Documents and the Intercreditor Agreements when permitted or required by this Indenture, the Security Documents or the Intercreditor Agreements; (xii) to effect make any provision amendment to the provisions of this Indenture relating to the transfer and legending of the Securities as permitted under this Indenture, including, without limitation, to facilitate the issuance and administration of the Securities so long as in any such case the interests of the Holder of the Securities are not adversely affected in any material respect; or (xiii) to modify the Security Documents and/or the Intercreditor Agreements (a) to secure additional extensions of credit and add additional secured creditors holding Obligations of the Issuer and the Guarantors so long as the Incurrence of such Obligations and related Liens are not prohibited by the provisions of this Indenture, (b) as provided for in provisions comparable to Section 2.11(b) of the form of ABL Intercreditor Agreement attached hereto as Exhibit D, (c) to add the Issuer or any Guarantor as a party to any Intercreditor Agreement to the extent such party Incurs any Secured Indebtedness in accordance with the terms of this Indenture or to make certain changes remove the Issuer or any Guarantor as a party to this Indenture any Intercreditor Agreement to provide for the issuance of Additional Securities; extent such party ceases to be bound by any and all Obligations with respect to such Indebtedness or (xiiid) to provide for accommodate and implement the issuance Liens contemplated by clause (20)(y) of the Exchange Securities or definition of “Permitted Liens”. Upon the Additional Securities, which shall have terms substantially identical in all material respects to request of the Original SecuritiesIssuer, and which upon receipt by the Trustee of the documents described in Section 9.05 hereof, the Trustee shall be treated, together join with the Issuer in the execution of any outstanding Original Securities, as a single issue of securities; or (xiv) to conform amended or supplemental Indenture authorized or permitted by the text 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 modified or the Securities to any provision of the “Description of First Priority Notes” section of the Offering Memorandum to the extent amended indenture that such a provision in the “Description of First Priority Notes” section of the Offering Memorandum was intended to be a verbatim recitation of a provision to comply with any requirements of affects its own rights, duties or immunities under this Indenture or the Securitiesotherwise. After an amendment under this Section 9.01 becomes effective, the Issuer shall mail provide to the Holders a written notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.01.

Without Consent of the Holders. The Issuer (a) Without notice to or the consent of any holder, the Issuers and the First Lien Trustee may amend this Indentureor supplement any of the Note Documents (including any of the First Lien Collateral Documents) and the Issuer may direct the First Lien Trustee and/or First Lien Collateral Agent, and the SecuritiesFirst Lien Trustee and/or First Lien Collateral Agent, as applicable, shall, enter into an amendment to any Security Document or any Intercreditor Agreement with respect to of the Securities without notice to or consent of any HolderNote Documents: (i) to cure any ambiguity, omission, mistake, defect or inconsistency; (ii) to provide for the assumption by a Successor Company (with respect to the Issuer) of the obligations of the Issuer under this Indenture and any of the SecuritiesNote Documents; (iii) to provide for the assumption by a Successor Subsidiary Person (with respect to any Guarantor or the US Co-Issuer, as applicable), of the obligations of a Subsidiary Guarantor or the US Co-Issuer, as applicable, under this Indenture and its Subsidiary Guaranteeany of the Note Documents, as applicable; (iv) to provide for uncertificated Securities Notes in addition to or in place of certificated Securities; Notes, provided, however, that the uncertificated Securities Notes are issued in registered form for purposes of Section 163(f) of the Code Code, or in a manner such that the uncertificated Securities Notes are described in Section 163(f)(2)(B) of the Code; (v) to add a Subsidiary Guarantee with respect to the Securities or to secure the Securities[reserved]; (vi) to add additional assets as Collaterala Guarantee or collateral with respect to the Notes; (vii) to release Collateral from secure the Notes or to add additional assets as First Lien Collateral; (viii) to confirm and evidence the release, termination, discharge or retaking of any Guarantee or Lien with respect to or securing the Securities pursuant to the Security Documents Notes when permitted such release, termination, discharge or required by retaking is provided for under this Indenture, the Security First Lien Collateral Documents or any the Intercreditor AgreementAgreements, as applicable; (viiiix) to add to the covenants of the Issuer Parent or the Issuers for the benefit of the Holders holders of the Notes or to surrender any right or power herein conferred upon the Issuer; (ix) to modify Parent or the Security Documents and/or any Intercreditor Agreements, to secure other First Priority Lien Obligations and/or second priority secured obligations of the Issuer or any Subsidiary Guarantor (including, without limitation, any Other Second-Lien Obligations) so long as such other First Priority Lien Obligations and/or second priority secured obligations (including, without limitation, any Other Second-Lien Obligations) are not prohibited by the provisions of the Credit Agreements, the Existing Second Priority Notes Indentures, this Indenture, the First Priority Dollar Notes Indentures or First Priority Euro Notes IndentureIssuers; (x) to comply with any requirement of the SEC in connection with qualifying or maintaining the qualification of this Indenture under the TIA; (xi) to make any change that does not adversely affect the rights of any Holderholder of the Notes in any material respect; (xiixi) to effect any provision of this Indenture or the other Note Documents or to make certain changes to this Indenture to provide for the issuance of Additional SecuritiesNotes; (xii) to provide for the release of First Lien Collateral from the Lien pursuant to this Indenture, the First Lien Collateral Documents and the Intercreditor Agreements when permitted or required by the First Lien Collateral Documents, this Indenture or the Intercreditor Agreements; or (xiii) to provide for the issuance of the Exchange Securities or the Additional Securitiessecure any Future First Lien Indebtedness, which shall have terms substantially identical in all material respects to the Original SecuritiesFuture First Lien Indebtedness, and which shall be treatedJunior Priority Indebtedness, together with any outstanding Original Securities, as a single issue of securities; or (xiv) to conform the text of this Indenture or the Securities to any provision of the “Description of First Priority Notes” section of the Offering Memorandum Obligations or First Priority Obligations to the extent that such a provision in permitted under this Indenture, the “Description of First Priority Notes” section of Lien Collateral Documents and the Offering Memorandum was intended to be a verbatim recitation of a provision to comply with any requirements of this Indenture or the Securities. Intercreditor Agreements. (b) After an amendment under this Section 9.01 becomes effective, the Issuer Issuers shall mail mail, or otherwise deliver in accordance with the procedures of the Depository, to the Holders holders a notice briefly describing such amendment. The failure to give such notice to all Holdersholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.01.

Without Consent of the Holders. (a) The Issuer Issuer, the Guarantors, the Trustee and the Trustee Collateral Agent may amend or supplement this Indenture, the SecuritiesNotes, the Notes Guarantees or any Security Document or any Intercreditor Agreement with respect to the Securities Documents without notice to or consent of any HolderHolder to: (i) to cure any ambiguity, omission, defect or inconsistency; (ii) to provide for the assumption by a Successor Company Issuer of the obligations of the Issuer or a Successor Guarantor of the obligations of any Guarantor under this Indenture Indenture, the Notes and the SecuritiesNotes Guarantees in compliance with Article 5; (iii) to provide for the assumption by a Successor Subsidiary Guarantor of the obligations of a Subsidiary Guarantor under this Indenture and its Subsidiary Guarantee; (iv) to provide for uncertificated Securities Notes in addition to or in place of certificated Securities; provided, however, Notes (provided that the uncertificated Securities Notes are issued in registered form for purposes of Section 163(f) of the Code Code, or in a manner such that the uncertificated Securities Notes are described in Section 163(f)(2)(B) of the Code); (iv) add a Guarantor or release a Guarantor from its obligations under a Notes Guarantee or this Indenture in accordance with the provisions of this Indenture; (v) to add a Subsidiary Guarantee with respect to additional security for the Securities or to secure the SecuritiesNotes; (vi) to add additional assets as Collateral; (vii) to release Collateral from the Lien securing the Securities pursuant to the Security Documents when permitted or required by this Indenture, the Security Documents or any Intercreditor Agreement; (viii) to add to the covenants of the Issuer for the benefit of the Holders or to surrender any right or power herein conferred upon the IssuerIssuer or a Guarantor; (ixvii) to modify make any other change that does not materially adversely affect the Security Documents and/or rights of any Intercreditor Agreements, to secure other First Priority Lien Obligations and/or second priority secured obligations of the Issuer or any Subsidiary Guarantor (including, without limitation, any Other Second-Lien Obligations) so long as such other First Priority Lien Obligations and/or second priority secured obligations (including, without limitation, any Other Second-Lien Obligations) are not prohibited by the provisions of the Credit Agreements, the Existing Second Priority Notes Indentures, this Indenture, the First Priority Dollar Notes Indentures or First Priority Euro Notes IndentureHolder; (xviii) to comply with any requirement of the SEC Commission in connection with qualifying or maintaining the qualification of this Indenture under the TIA; (xiix) to make any change that does not adversely affect the rights of any Holder; (xii) to effect any provision of this Indenture or to make certain changes to this Indenture to provide for the issuance appointment of Additional Securities; a successor or additional Trustee (xiii) provided that the successor or additional Trustee is otherwise qualified and eligible to provide for act as such under the issuance terms of the Exchange Securities or the Additional Securities, which shall have terms substantially identical in all material respects to the Original Securities, and which shall be treated, together with any outstanding Original Securities, as a single issue of securitiesthis Indenture); or (xivx) to conform release Collateral from the text Lien of the Security Documents when permitted or required by this Indenture or and the Securities to any provision of the “Description of First Priority Notes” section of the Offering Memorandum to the extent that such a provision in the “Description of First Priority Notes” section of the Offering Memorandum was intended to be a verbatim recitation of a provision to comply with any requirements of this Indenture or the Securities. Security Documents. (b) After an amendment or supplement under this Section 9.01 becomes effective, the Issuer shall mail to the Holders a notice briefly describing such amendmentamendment or supplement. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment or supplement under this Section 9.01.

Without Consent of the Holders. (a) The Issuer Company and the Trustee may amend this Indenture, the Securities, any Security Document Notes or any Intercreditor Agreement with respect to the Securities Guarantees without notice to or the consent of any Holderholder: (i) to cure any ambiguity, omission, mistake, defect or inconsistency; (ii) to provide for the assumption by a Successor Company (with respect to the Company) of the obligations of the Issuer Company under this Indenture and the SecuritiesNotes; (iii) to provide for the assumption by a Successor Subsidiary Guarantor (with respect to any Guarantor), as the case may be, of the obligations of a Subsidiary Guarantor under this Indenture and its Subsidiary Guarantee; (iv) to provide for uncertificated Securities Notes in addition to or in place of certificated Securities; Notes, provided, however, that the uncertificated Securities Notes are issued in registered form for purposes of Section 163(f) of the Code Code, or in a manner such that the uncertificated Securities notes are described in Section 163(f)(2)(B) of the Code; (v) to add a Subsidiary Guarantee with respect conform the text of this Indenture, the Notes or the Guarantees to any provision of the “Description of Notes” in the Offering Memorandum to the Securities extent that such provision in this Indenture, the Notes or the Guarantees was intended by the Company to secure be a verbatim recitation of a provision in the Securities“Description of Notes” in the Offering Memorandum, as stated in an Officers’ Certificate; (vi) to add additional assets as Collateral;a Guarantee with respect to the Notes, (vii) to release Collateral from add collateral to secure the Lien securing the Securities pursuant to the Security Documents when permitted or required by this Indenture, the Security Documents or any Intercreditor AgreementNotes; (viii) to release a Guarantee as permitted by this Indenture; (ix) to add to the covenants of RYAM or the Issuer Company for the benefit of the Holders holders or to surrender any right or power herein conferred upon RYAM or the Issuer; (ix) to modify the Security Documents and/or any Intercreditor Agreements, to secure other First Priority Lien Obligations and/or second priority secured obligations of the Issuer or any Subsidiary Guarantor (including, without limitation, any Other Second-Lien Obligations) so long as such other First Priority Lien Obligations and/or second priority secured obligations (including, without limitation, any Other Second-Lien Obligations) are not prohibited by the provisions of the Credit Agreements, the Existing Second Priority Notes Indentures, this Indenture, the First Priority Dollar Notes Indentures or First Priority Euro Notes IndentureCompany; (x) to comply with any requirement of the SEC in connection with qualifying qualifying, or maintaining the qualification of of, this Indenture under the TIA; (xi) to make any change that does not adversely affect the rights of any Holder;holder in any material respect; or (xii) to effect any provision provisions of this Indenture or to make certain changes to this Indenture to provide for the issuance of Additional Securities;Notes. (xiiib) to provide for the issuance of the Exchange Securities or the Additional Securities, which shall have terms substantially identical in all material respects to the Original Securities, and which shall be treated, together with any outstanding Original Securities, as a single issue of securities; or (xiv) to conform the text of this Indenture or the Securities to any provision of the “Description of First Priority Notes” section of the Offering Memorandum to the extent that such a provision in the “Description of First Priority Notes” section of the Offering Memorandum was intended to be a verbatim recitation of a provision to comply with any requirements of this Indenture or the Securities. After an amendment under this Section 9.01 becomes effective, the Issuer Company shall mail mail, or otherwise deliver in accordance with the procedures of the Depository, to the Holders holders a notice briefly describing such amendment. The failure to give such notice to all Holdersholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.01.

Without Consent of the Holders. The Issuer and the Trustee may amend this Indenture, the Securities, any Security Document or any the Intercreditor Agreement with respect to the Securities without notice to or consent of any Holder: (i) to cure any ambiguity, omission, mistake, defect or inconsistency; (ii) to provide for the assumption by a Successor Company (with respect to the Issuer) of the obligations of the Issuer under this Indenture and the Securities; (iii) to provide for the assumption by a Successor Company or Successor (with respect to any Restricted Subsidiary Guarantor that is a Guarantor), as the case may be, of the obligations of a Subsidiary Guarantor under this Indenture and its Subsidiary Guarantee; (iv) to evidence and provide for the acceptance of appointment by a successor Trustee; (v) to make any change that does not adversely affect the rights of the Holders in any material respect; (vi) to provide for uncertificated Securities in addition to or in place of certificated Securities; provided, however, that the uncertificated Securities are issued in registered form for purposes of Section 163(f) of the Code or in a manner such that the uncertificated Securities are described in Section 163(f)(2)(B) of the Code; (vvii) to add a Subsidiary Guarantee additional Guarantees with respect to the Securities or to secure the Securities; (viviii) to add additional assets as Collateral; (viiix) to release Collateral from the Lien securing the Securities pursuant to this Indenture, the Security Documents and the Intercreditor Agreement when permitted or required by this Indenture, the Security Documents or any the Intercreditor Agreement; (viiix) to add to the covenants of the Issuer for the benefit of the Holders or to surrender any right or power herein conferred upon the Issuer; (ixxi) to modify the Security Documents and/or any the Intercreditor Agreements, Agreement to secure other First First-Priority Lien Obligations and/or second priority secured obligations of the Issuer or any Subsidiary Guarantor (including, without limitation, any and Other Second-Lien Obligations) Obligations so long as such other First First-Priority Lien Obligations and/or second priority secured obligations (including, without limitation, any and Other Second-Lien Obligations) Obligations are not prohibited by the provisions of the Credit Agreements, Agreement or this Indenture; (xii) to conform the Existing Second Priority Notes Indentures, text of this Indenture, the First Priority Dollar Notes Indentures Guarantees, the Securities, any Security Document or First Priority Euro Notes the Intercreditor Agreement to any provision of this Offering Memorandum under the caption “Description of Notes” to the extent that such provision in the “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture, Guarantees, the Securities, any Security Document or the Intercreditor Agreement; (xxiii) to comply with any requirement of the SEC in connection with qualifying or maintaining the qualification of of, this Indenture under the TIA; (xi) to make any change that does not adversely affect the rights of any Holder; (xiixiv) to effect any provision of this Indenture or to make certain changes to this Indenture to provide for the issuance of Additional Securities;; or (xiiixv) to provide for the issuance of the Exchange Securities or the Additional Securities, which shall have terms substantially identical in all material respects to the Original Initial Securities, and which shall be treated, together with any outstanding Original Initial Securities, as a single issue of securities; or (xiv) to conform the text of this Indenture or the Securities to any provision of the “Description of First Priority Notes” section of the Offering Memorandum to the extent that such a provision in the “Description of First Priority Notes” section of the Offering Memorandum was intended to be a verbatim recitation of a provision to comply with any requirements of this Indenture or the Securities. After an amendment under this Section 9.01 becomes effective, the Issuer shall mail to the Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.01.

Without Consent of the Holders. The Issuer Company and the Trustee may amend this Indenture, the Securities, any Securities or the Security Document or any Intercreditor Agreement with respect to the Securities Documents without notice to or consent of any Holder: (i) to cure any ambiguity, omission, defect or inconsistency; (ii) to provide for the assumption by a Successor Company of the obligations of the Issuer under this Indenture and the Securitiescomply with Article 5; (iii) to provide for the assumption by a Successor Subsidiary Guarantor of the obligations of a Subsidiary Guarantor under this Indenture and its Subsidiary Guarantee; (iv) to provide for uncertificated Securities in addition to or in place of certificated Securities; provided, however, that the uncertificated Securities are issued in registered form for purposes of Section 163(f) of the Code or in a manner such that the uncertificated Securities are described in Section 163(f)(2)(B) of the Code; (viv) to add a Subsidiary Guarantee additional Guarantees with respect to the Securities or to secure the Securities; (vi) to add additional assets as Collateral; (vii) to release Collateral from the Lien securing the Securities pursuant to the Security Documents when permitted or required by this Indenture, the Security Documents or any Intercreditor Agreement; (viiiv) to add to the covenants of the Issuer Company for the benefit of the Holders or to surrender any right or power herein conferred upon the IssuerCompany; (ix) to modify the Security Documents and/or any Intercreditor Agreements, to secure other First Priority Lien Obligations and/or second priority secured obligations of the Issuer or any Subsidiary Guarantor (including, without limitation, any Other Second-Lien Obligations) so long as such other First Priority Lien Obligations and/or second priority secured obligations (including, without limitation, any Other Second-Lien Obligations) are not prohibited by the provisions of the Credit Agreements, the Existing Second Priority Notes Indentures, this Indenture, the First Priority Dollar Notes Indentures or First Priority Euro Notes Indenture; (xvi) to comply with any requirement of the SEC in connection with qualifying or maintaining the qualification of of, this Indenture under the TIA; (xivii) to effect any provision of this Indenture or the Security Documents (including to release any Guarantee in accordance with the terms of this Indenture); (viii) to make any change that does not adversely affect the rights of any Holder; (xii) to effect any provision of this Indenture or to make certain changes to this Indenture to provide for the issuance of Additional Securities; (xiiiix) to provide for the issuance of the Exchange Securities or the Additional Securities, which shall have terms substantially identical in all material respects to the Original Initial Securities, and which shall be treated, together with any outstanding Original Initial Securities, as a single issue of securities; (x) to provide for the release of Collateral from the Liens of this Indenture and the Security Documents when permitted or required by the Security Documents, the Intercreditor Agreement or this Indenture; or (xivxi) to conform secure any Permitted Additional Pari Passu Obligations under the text of this Indenture or Security Documents and to appropriately include the Securities to any provision same in the Intercreditor Agreement. Upon the request of the “Description of First Priority Notes” section Company and the Guarantors accompanied by a resolution of the Offering Memorandum Board of Directors of each of the Company and the Guarantors authorizing the execution of any supplemental indenture entered into to effect any such amendment, supplement or waiver, and upon receipt by the extent that such a provision Trustee of the documents described in Section 9.06, the Trustee shall join with the Company and the Guarantors in the “Description execution of First Priority Notes” section of the Offering Memorandum was intended to be a verbatim recitation of a provision to comply with any requirements of this Indenture or the Securitiessuch supplemental indenture. After an amendment under this Section 9.01 becomes effective, the Issuer Company shall mail to the Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.01.

Without Consent of the Holders. The Issuer and the Trustee may amend this Indenture, the Securities, any Security Document or any Intercreditor Agreement with respect to the Securities without (a) Without notice to or the consent of any Holderholder, the Issuers, the Second Lien Trustee and/or the Second Lien Collateral Agent, as applicable, may amend or supplement any of the Note Documents (including any of the Second Lien Collateral Documents) and the Issuer may direct the Second Lien Trustee and/or the Second Lien Collateral Agent, and the Second Lien Trustee and/or the Second Lien Collateral Agent, as applicable, shall, enter into an amendment to any of the Note Documents: (i) to cure any ambiguity, omission, mistake, defect or inconsistency; (ii) to provide for the assumption by a Successor Company (with respect to the Issuer) of the obligations of the Issuer under this Indenture and any of the SecuritiesNote Documents; (iii) to provide for the assumption by a Successor Subsidiary Person (with respect to any Guarantor or the US Co-Issuer, as applicable), of the obligations of a Subsidiary Guarantor or the US Co-Issuer, as applicable, under this Indenture and its Subsidiary Guaranteeany of the Note Documents, as applicable; (iv) to provide for uncertificated Securities Notes in addition to or in place of certificated Securities; Notes, provided, however, that the uncertificated Securities Notes are issued in registered form for purposes of Section 163(f) of the Code Code, or in a manner such that the uncertificated Securities Notes are described in Section 163(f)(2)(B) of the Code; (v) to add a Subsidiary Guarantee with respect to the Securities or to secure the Securities[reserved]; (vi) to add additional assets as Collaterala Guarantee or collateral with respect to the Notes; (vii) to release Collateral from secure the Notes or to add additional assets as Second Lien Collateral; (viii) to confirm and evidence the release, termination, discharge or retaking of any Guarantee or Lien with respect to or securing the Securities pursuant to the Security Documents Notes when permitted such release, termination, discharge or required by retaking is provided for under this Indenture, the Security Second Lien Collateral Documents or any the Intercreditor AgreementAgreements, as applicable; (viiiix) to add to the covenants of the Issuer Parent or the Issuers for the benefit of the Holders holders of the Notes or to surrender any right or power herein conferred upon the Issuer; (ix) to modify Parent or the Security Documents and/or any Intercreditor Agreements, to secure other First Priority Lien Obligations and/or second priority secured obligations of the Issuer or any Subsidiary Guarantor (including, without limitation, any Other Second-Lien Obligations) so long as such other First Priority Lien Obligations and/or second priority secured obligations (including, without limitation, any Other Second-Lien Obligations) are not prohibited by the provisions of the Credit Agreements, the Existing Second Priority Notes Indentures, this Indenture, the First Priority Dollar Notes Indentures or First Priority Euro Notes IndentureIssuers; (x) to comply with any requirement of the SEC in connection with qualifying or maintaining the qualification of this Indenture under the TIA; (xi) to make any change that does not adversely affect the rights of any Holderholder of the Notes in any material respect; (xiixi) to give effect to any provision of this Indenture or any other Note Document, in the case of amendments to Note Documents other than this Indenture, or to make certain changes to this Indenture to provide for the issuance of Additional SecuritiesNotes; (xii) to provide for the release of Second Lien Collateral from the Lien pursuant to this Indenture, the Second Lien Collateral Documents and the Intercreditor Agreements when permitted or required by the Second Lien Collateral Documents, this Indenture or the Intercreditor Agreements; or (xiii) to provide for the issuance of the Exchange Securities secure any Indebtedness or the Additional Securities, which shall have terms substantially identical in all material respects to the Original Securities, and which shall be treated, together with any outstanding Original Securities, as a single issue of securities; or (xiv) to conform the text of this Indenture or the Securities to any provision of the “Description of First Priority Notes” section of the Offering Memorandum other obligations to the extent that such a provision in permitted under this Indenture, the “Description of First Priority Notes” section of Second Lien Collateral Documents and the Offering Memorandum was intended to be a verbatim recitation of a provision to comply with any requirements of this Indenture or the Securities. Intercreditor Agreements. (b) After an amendment under this Section 9.01 becomes effective, the Issuer Issuers shall mail mail, or otherwise deliver in accordance with the procedures of the Depository, to the Holders holders a notice briefly describing such amendment. The failure to give such notice to all Holdersholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.01.

Without Consent of the Holders. The Issuer and Issuer, the Subsidiary Guarantors, the Trustee and, if applicable, the Collateral Agent may amend or supplement this Indenture, the SecuritiesNotes, any the Guarantees, the Security Document Documents or any the Intercreditor Agreement with respect to the Securities Agreements without notice to or consent of any Holder: (i) to cure any ambiguity, omission, defect or inconsistency; (ii) to provide for the assumption by a Successor Company uncertificated Notes in addition to or in place of the obligations of the Issuer under this Indenture and the Securitiescertificated Notes; (iii) to provide for the assumption by a Successor Subsidiary Guarantor of the Issuer’s or any Subsidiary Guarantor’s obligations to Holders in the case of a merger or consolidation or sale of all or substantially all of the Issuer’s or Subsidiary Guarantor under this Indenture and its Subsidiary GuaranteeGuarantor’s assets, as applicable, pursuant to Article 5; (iv) to provide for uncertificated Securities in addition to or in place of certificated Securities; provided, however, that the uncertificated Securities are issued in registered form for purposes of Section 163(f) add a Guarantee of the Code Notes or in a manner such that to add Collateral for the uncertificated Securities are described in Section 163(f)(2)(B) benefit of the CodeNotes or the Guarantees; (v) to add a Subsidiary Guarantee with respect to the Securities or to secure the Securities; (vi) to add additional assets as Collateral; (vii) to release Collateral from the Lien securing the Securities pursuant to the Security Documents when permitted or required by this Indenture, the Security Documents or any Intercreditor Agreement; (viii) to add to the covenants of the Issuer for the benefit of the Holders or to surrender any right or power herein conferred upon the Issuer; (ix) to modify the Security Documents and/or any Intercreditor Agreements, to secure other First Priority Lien Obligations and/or second priority secured obligations of the Issuer or any Subsidiary Guarantor (including, without limitation, any Other Second-Lien Obligations) so long as such other First Priority Lien Obligations and/or second priority secured obligations (including, without limitation, any Other Second-Lien Obligations) are not prohibited by the provisions of the Credit Agreements, the Existing Second Priority Notes Indentures, this Indenture, the First Priority Dollar Notes Indentures or First Priority Euro Notes Indenture; (xvi) to comply with any requirement requirements of the SEC Commission in connection with qualifying order to effect or maintaining maintain the qualification of this Indenture under the TIATrust Indenture Act; (xivii) 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 such Holder; (xii) to effect any provision of this Indenture or to make certain changes to this Indenture to provide for the issuance of Additional Securities; (xiiiviii) to provide for the issuance of Exchange Notes or Additional Notes in compliance with this Indenture and the Exchange Securities or the Additional Securities, which shall have terms substantially identical in all material respects to the Original Securities, and which shall be treated, together with any outstanding Original SecuritiesRegistration Rights Agreement, as a single issue of securities; orapplicable; (xivix) to conform the text of this Indenture Indenture, the Guarantees, the Notes or the Securities Security Documents to any provision of in the “Description of First Priority the Notes” section of contained in the Offering Memorandum to the extent that such a provision in the “Description of First Priority the Notes” section of the Offering Memorandum was intended to be a verbatim recitation of a provision of this Indenture, the Guarantees, the Notes or the Security Documents; (x) to comply enter into additional or supplemental Security Documents; (xi) to release or add Collateral in accordance with any requirements the terms of this Indenture or and the SecuritiesSecurity Documents; or (xii) to allow any Subsidiary Guarantor to execute a supplemental indenture and/or a Guarantee with respect to the guarantee of the Notes. After an amendment under this Section 9.01 becomes effective, the Issuer shall mail to the Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.01.

Without Consent of the Holders. The Issuer Notwithstanding Section 9.02, the Issuer, the Collateral Agent, the Guarantors and the Trustee may amend or supplement this Indenture, the Securities, the Security Documents or the Intercreditor Agreements, and may waive any Security Document or any Intercreditor Agreement with respect to the Securities provision thereof, without notice to or consent of any Holder: (i) to cure any ambiguity, omission, mistake, defect or inconsistency; (ii) to provide for the assumption by a Successor Company of the obligations of the Issuer under this Indenture and the Securities; (iii) to provide for the assumption by a Successor Subsidiary Guarantor of the obligations of a Subsidiary Guarantor under this Indenture and its Subsidiary Guarantee; (iv) to provide for uncertificated Securities in addition to or in place of certificated Securities; provided, however, that the uncertificated Securities are issued in registered form for purposes of Section 163(fSections 871(h)(2)(B) and 881(c)(2)(B) of the Code or in a manner such that the uncertificated Securities are described in and United States Treasury Regulation Section 163(f)(2)(B) of the Code5f.103-1(c); (v) to add a Subsidiary Guarantee additional Guarantees or to add obligors with respect to the Securities or to secure the Securities; (vi) to add additional assets as Collateral; (vii) to release Collateral from the Lien securing the Securities pursuant to the Security Documents when permitted or required by this Indenture, the Security Documents or any Intercreditor Agreement; (viii) to add to the covenants of the Issuer for the benefit of the Holders or to surrender any right or power conferred herein conferred upon the Issuer; (ix) to modify the Security Documents and/or any Intercreditor Agreements, to secure other First Priority Lien Obligations and/or second priority secured obligations of the Issuer or any Subsidiary Guarantor (including, without limitation, any Other Second-Lien Obligations) so long as such other First Priority Lien Obligations and/or second priority secured obligations (including, without limitation, any Other Second-Lien Obligations) are not prohibited by the provisions of the Credit Agreements, the Existing Second Priority Notes Indentures, this Indenture, the First Priority Dollar Notes Indentures or First Priority Euro Notes Indenture; (xvii) to comply with any requirement of the SEC in connection with qualifying or maintaining the qualification of this Indenture under the TIATIA (to the extent any such qualification is required); (xiviii) to make any change that does not adversely affect the rights of any Holder; (xiiix) to effect any provision of provide as necessary to the extent not provided in this Indenture or to make certain changes to this Indenture to provide (as determined in good faith by the Issuer) for the issuance of Additional Securities; (xiiix) to provide for add additional assets as Notes Collateral to secure the Securities; (xi) to release a Guarantor in accordance with the provisions of this Indenture, the Security Documents and the Intercreditor Agreement or to release Notes Collateral from the Lien pursuant to this Indenture, the Security Documents and the Intercreditor Agreements when permitted or required by this Indenture, the Security Documents or the Intercreditor Agreements; (xii) to make any amendment to the provisions of this Indenture relating to the transfer and legending of the Securities as permitted under this Indenture, including, without limitation, to facilitate the issuance and administration of the Exchange Securities or so long as in any such case the Additional Securities, which shall have terms substantially identical interests of the Holder of the Securities are not adversely affected in all any material respects to the Original Securities, and which shall be treated, together with any outstanding Original Securities, as a single issue of securitiesrespect; or (xivxiii) to conform modify the text Security Documents and/or the Intercreditor Agreements (a) to secure additional extensions of credit and add additional secured creditors holding First Priority Lien Obligations so long as the Incurrence of such First Priority Lien Obligations and related Liens are not prohibited by the provisions of this Indenture, (b) as provided for in provisions comparable to Section 2.11(b) of the form of Intercreditor Agreement attached hereto as Exhibit D, (c) to add the Issuer or any Guarantor as a party to any Intercreditor Agreement to the extent such party Incurs any Secured Indebtedness that constitutes First Priority Lien Obligations in accordance with the terms of this Indenture or to remove the Securities Issuer or any Guarantor as a party to any provision of the “Description of First Priority Notes” section of the Offering Memorandum Intercreditor Agreement to the extent that such a provision party ceases to be bound by any and all First Priority Lien Obligations or (d) to accommodate and implement the Liens contemplated by clause (20)(y) of the definition of “Permitted Liens”. Upon the request of the Issuer, and upon receipt by the Trustee of the documents described in Section 9.05 hereof, the Trustee shall join with the Issuer in the “Description execution of First Priority Notes” section of any amended or supplemental Indenture authorized or permitted by the Offering Memorandum was intended to be a verbatim recitation of a provision to comply with any requirements 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 modified or the Securitiesamended indenture that affects its own rights, duties or immunities under this Indenture or otherwise. After an amendment under this Section 9.01 becomes effective, the Issuer shall mail provide to the Holders a written notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.01.

Without Consent of the Holders. The Issuer Notwithstanding Section 9.02, the Issuer, the Collateral Agent, the Guarantors and the Trustee may amend or supplement this Indenture, the Securities, the Security Documents or the Intercreditor Agreements, and may waive any Security Document or any Intercreditor Agreement with respect to the Securities provision thereof, without notice to or consent of any Holder: (i) to cure any ambiguity, omission, mistake, defect or inconsistency; (ii) to provide for the assumption by a Successor Company of the obligations of the Issuer under this Indenture and the Securities; (iii) to provide for the assumption by a Successor Subsidiary Guarantor of the obligations of a Subsidiary Guarantor under this Indenture and its Subsidiary Guarantee; (iv) to provide for uncertificated Securities in addition to or in place of certificated Securities; provided, however, that the uncertificated Securities are issued in registered form for purposes of Section 163(fSections 871(h)(2)(B) and 881(c)(2)(B) of the Code or in a manner such that the uncertificated Securities are described in and United States Treasury Regulation Section 163(f)(2)(B) of the Code5f.103-1(c); (v) to add a Subsidiary Guarantee additional Guarantees with respect to the Securities or to secure the Securities; (vi) to add additional assets as Collateral; (vii) to release Collateral from the Lien securing the Securities pursuant to the Security Documents when permitted or required by this Indenture, the Security Documents or any Intercreditor Agreement; (viii) to add to the covenants of the Issuer for the benefit of the Holders or to surrender any right or power conferred herein conferred upon the Issuer; (ix) to modify the Security Documents and/or any Intercreditor Agreements, to secure other First Priority Lien Obligations and/or second priority secured obligations of the Issuer or any Subsidiary Guarantor (including, without limitation, any Other Second-Lien Obligations) so long as such other First Priority Lien Obligations and/or second priority secured obligations (including, without limitation, any Other Second-Lien Obligations) are not prohibited by the provisions of the Credit Agreements, the Existing Second Priority Notes Indentures, this Indenture, the First Priority Dollar Notes Indentures or First Priority Euro Notes Indenture; (x) to comply with any requirement of the SEC in connection with qualifying or maintaining the qualification of this Indenture under the TIA; (xivii) to make any change that does not adversely affect the rights of any Holder; (xii) to effect any provision of this Indenture or to make certain changes to this Indenture to provide for the issuance of Additional Securities; (xiii) to provide for the issuance of the Exchange Securities or the Additional Securities, which shall have terms substantially identical in all material respects to the Original Securities, and which shall be treated, together with any outstanding Original Securities, as a single issue of securities; or (xivviii) to conform the text of this Indenture Indenture, the Guarantees, the Securities, the Security Documents or the Securities Intercreditor Agreements to any provision provisions of the “Description Summary of First Priority Notes” section Terms dated as of the Offering Memorandum December 9, 2015 to the extent that such a provision in the “Description Summary of First Priority Notes” section Terms dated as of the Offering Memorandum December 9, 2015 was intended to be a verbatim recitation of a provision of this Indenture, the Guarantees, the Securities, the Security Documents or the Intercreditor Agreements; (ix) to comply add additional assets as Notes Collateral to secure the Securities; (x) to release Notes Collateral from the Lien pursuant to this Indenture, the Security Documents and the Intercreditor Agreements when permitted or required by this Indenture, the Security Documents or the Intercreditor Agreements; or (xi) to modify the Security Documents and/or the Intercreditor Agreements (a) to secure additional extensions of credit and add additional secured creditors holding First Priority Lien Obligations so long as such First Priority Lien Obligations are not prohibited by the provisions of this Indenture, (b) as provided for in provisions comparable to Section 2.11(b) and Section 2.12 of the form of Intercreditor Agreement attached hereto as Exhibit C, (c) to add the Issuer or any Guarantor as a party to any Intercreditor Agreement to the extent such party Incurs any Secured Indebtedness that constitutes First Priority Lien Obligations in accordance with any requirements the terms of this Indenture or to remove the SecuritiesIssuer or any Guarantor as a party to any Intercreditor Agreement to the extent such party ceases to be bound by any and all First Priority Lien Obligations or (d) to accommodate and implement the Liens contemplated by clause (20)(z) of the definition of “Permitted Liens”. After an amendment under this Section 9.01 becomes effective, the Issuer shall mail provide to the Holders a written notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.01.

Without Consent of the Holders. (a) The Issuer and the Trustee may amend this Indenture, the SecuritiesNotes, any Security Document or any Intercreditor Agreement with respect to and the Securities Guarantees without notice to or the consent of any Holderholder: (i) to cure any ambiguity, omission, mistake, defect or inconsistency; (ii) to provide for the assumption by a Successor Company (with respect to the Issuer) of the obligations of the Issuer under this Indenture and the SecuritiesNotes; (iii) to provide for the assumption by a Successor Subsidiary Guarantor (with respect to any Subsidiary Guarantor), as the case may be, of the obligations of a Subsidiary Guarantor under this Indenture Indenture, the Notes and its Subsidiary Guarantee; (iv) to provide for uncertificated Securities Notes in addition to or in place of certificated SecuritiesNotes; provided, however, that the uncertificated Securities Notes are issued in registered form for purposes of Section 163(f) of the Code Code, or in a manner such that the uncertificated Securities Notes are described in Section 163(f)(2)(B) of the Code; (v) to add a Subsidiary Guarantee or collateral with respect to the Securities or to secure the SecuritiesNotes; (vi) to secure the Notes and/or the related Guarantees and to add additional assets as Collateralprovisions regarding the release of collateral; (vii) to release Collateral from the Lien securing the Securities pursuant to the Security Documents when permitted or required by this Indenture, the Security Documents or any Intercreditor Agreement; (viii) to add to the covenants of the Issuer for the benefit of the Holders holders or to surrender any right or power herein conferred upon the Issuer or any Restricted Subsidiary; (viii) to make any change that would provide any additional rights or benefits to the holders or that does not adversely affect the rights of any holder in any material respect (as determined in good faith by the Issuer); (ix) to modify conform the Security Documents and/or any Intercreditor Agreements, to secure other First Priority Lien Obligations and/or second priority secured obligations text of the Issuer or any Subsidiary Guarantor (including, without limitation, any Other Second-Lien Obligations) so long as such other First Priority Lien Obligations and/or second priority secured obligations (including, without limitation, any Other Second-Lien Obligations) are not prohibited by the provisions of the Credit Agreements, the Existing Second Priority Notes Indentures, this Indenture, the First Priority Dollar Notes Indentures or First Priority Euro the Guarantees to any provision of the “Description of Unsecured Notes” in the Offering Memorandum to the extent that such provision in this Indenture, the Notes Indentureor the Guarantees was intended by the Issuer to be a verbatim recitation of a provision in the “Description of Unsecured Notes” in the Offering Memorandum, as stated in an Officer’s Certificate; (x) to comply with any requirement of the SEC in connection with qualifying or maintaining the qualification of this Indenture under the TIA (if the Issuer elects to qualify this Indenture under the TIA); (xi) to make any change that does not adversely affect the rights of any Holder; (xii) to effect any provision of this Indenture or Indenture; (xii) to make certain changes to this Indenture to provide for the issuance of Additional Securities; (xiii) to provide for the issuance of the Exchange Securities or the Additional SecuritiesNotes, which shall have terms substantially identical in all material respects to the Original SecuritiesInitial Notes, and which shall be treated, together with any outstanding Original SecuritiesInitial Notes, as a single issue of securities; or (xivxiii) to conform the text of add provisions to this Indenture and a new form of note to permit the issuance by the Issuer or the Securities to any provision its Subsidiary of the “Description of First Priority Notes” section of the Offering Memorandum to the extent that such a provision in the “Description of First Priority Notes” section of the Offering Memorandum was intended to be a verbatim recitation of a provision to comply with any requirements of escrow notes under this Indenture, which may have different terms than other notes issued under this Indenture so long as the proceeds of such notes remain in escrow (including, but not limited to, separate collateral, different or the Securities. no guarantees and special mandatory redemption provisions). (b) After an amendment under this Section 9.01 becomes effective, the Issuer shall mail mail, or otherwise deliver in accordance with the procedures of the Depository, to the Holders holders a notice briefly describing such amendment. The failure to give such notice to all Holdersholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.01.

Without Consent of the Holders. (a) The Issuer Issuer, the Guarantors and the Trustee (or the Notes Collateral Trustee, as applicable) may amend this Indenture, the SecuritiesNotes, the Collateral Trust Agreement, any other Security Document or any the Intercreditor Agreement with respect to the Securities without notice to or consent of any Holder: (i) to cure any ambiguity, omission, defect defect, mistake or inconsistency; (ii) to provide for conform the assumption by text of this Indenture, the Guarantees, the Security Documents or the Notes to any provision of this “Description of Notes” to the extent that such provision in this Indenture, the Guarantees, the Security Documents or the Notes was intended to be a Successor Company substantially verbatim recitation of a provision of the obligations “Description of Notes” in the Issuer under this Indenture and the SecuritiesOffering Circular (based on an Officer’s Certificate to such effect); (iii) to provide for the assumption by a Successor Subsidiary Guarantor of the obligations of a Subsidiary Guarantor under this Indenture and its Subsidiary Guaranteecomply with Article 5; (iv) to provide for uncertificated Securities Notes in addition to or in place of certificated SecuritiesNotes; provided, however, that the uncertificated Securities Notes are issued in registered form for purposes of Section 163(f) of the Code or in a manner such that the uncertificated Securities Notes are described in Section 163(f)(2)(B) of the Code; (v) to add a Subsidiary Guarantee additional Guarantees with respect to the Securities or to secure the SecuritiesNotes; (vi) to secure the Notes or to add additional assets as Collateral; (vii) to release Collateral from the Lien securing the Securities or any Guarantor from its Guarantee, in each case pursuant to this Indenture, the Pari Passu Lien Debt Documents, the Collateral Trust Agreement, the other Security Documents and the Intercreditor Agreement when permitted or required by this Indenture, Indenture or the Security Documents or any Intercreditor AgreementDocuments; (viii) to add to the covenants of the Issuer Escrow Issuer, Intermediate Holdings, the Company or any Restricted Subsidiary for the benefit of the Holders or to surrender any right or power herein conferred upon the Escrow Issuer, Intermediate Holdings, the Company or any Guarantor; (ix) to modify the Security Documents and/or any Intercreditor Agreements, to secure other First Priority Lien Obligations and/or second priority secured obligations of the Issuer or any Subsidiary Guarantor (including, without limitation, any Other Second-Lien Obligations) so long as such other First Priority Lien Obligations and/or second priority secured obligations (including, without limitation, any Other Second-Lien Obligations) are not prohibited by the provisions of the Credit Agreements, the Existing Second Priority Notes Indentures, this Indenture, the First Priority Dollar Notes Indentures or First Priority Euro Notes Indenture; (x) to comply with any requirement of the SEC in connection with qualifying or maintaining the qualification of this Indenture under the TIA; (xi) to make any change that does not adversely affect the rights of any Holder; (xiix) to effect any provision of this Indenture or to make certain changes to this Indenture to provide for the issuance of Additional Securities; (xiii) to provide for the issuance of the Exchange Securities or the Additional SecuritiesNotes, which which, except as otherwise provided herein, shall have terms substantially identical in all material respects to the Original Securities, and which shall be treated, together with any outstanding Original Securities, as a single issue of securitiesInitial Notes; orand (xivxi) to conform make any amendment to the text provisions of this Indenture or relating to the transfer and legending of Notes; provided, however, that (i) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any other applicable securities law and (ii) such amendment does not materially and adversely affect the rights of holders to any provision of transfer Notes. The Intercreditor Agreement and the “Description of First Priority Notes” section of the Offering Memorandum Collateral Trust Agreement may also be amended from time to the extent that such a provision time in the “Description of First Priority Notes” section of the Offering Memorandum was intended to be a verbatim recitation of a provision to comply accordance with any requirements of this Indenture or the Securitiestheir terms. After an amendment under this Section 9.01 becomes effective, the Issuer shall mail provide to the Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.01.

Without Consent of the Holders. The Issuer Without the consent of any Hold-ers, the Issuers, when authorized by a resolution of the Board of Directors of the Company, and the Trustee Trustee, at any time and from time to time, may amend enter into one or more indentures supplemental hereto or amendments to this Indenture to add any provisions to or changing in any manner or eliminating any of the provisions of this Indenture, the SecuritiesSecurities or the Guarantees, any Security Document or any Intercreditor Agreement with respect in each case, in form reasonably satis-factory to the Securities without notice to or consent Trustee, for any of any Holderthe following purposes: (i) to cure any ambiguity, omission, defect or inconsistencypermit a Successor Issuer to assume the Issuers’ covenants and obligations under this Indenture and in the Securities in accordance with the terms of this Indenture; (ii) to provide add to the Issuers’ covenants for the assumption by a Successor Company benefit of the obligations Holders of the Issuer under this Indenture and the Securities; (iii) to provide for the assumption by a Successor Subsidiary Guarantor surrender any of the obligations of a Subsidiary Guarantor under Issuers’ rights or powers conferred in this Indenture and its Subsidiary GuaranteeIndenture; (iv) to provide for uncertificated Securities in addition to or in place add any additional Events of certificated Securities; provided, however, that the uncertificated Securities are issued in registered form for purposes of Section 163(f) of the Code or in a manner such that the uncertificated Securities are described in Section 163(f)(2)(B) of the CodeDefault; (v) to add a Subsidiary Guarantee with respect supplement any of the provisions of this Indenture to the extent needed to per-mit or facilitate the defeasance and discharge of the Securities or to secure in a manner that will not adversely affect the Securitiesinterests of the Holders of the Securities in any material respect; (vi) to provide for the acceptance of appointment by a successor Trustee and to add additional assets to or change any of the provisions of this Indenture as Collateralis necessary to provide for the administration of the trust by more than one trustee; (vii) to release Collateral from the Lien securing the Securities pursuant to the Security Documents when permitted or required by this Indenture, the Security Documents or cure any Intercreditor Agreementambiguity; (viii) to add to the covenants of the Issuer for the benefit of the Holders or to surrender any right or power herein conferred upon the Issuer; (ix) to modify the Security Documents and/or any Intercreditor Agreements, to secure other First Priority Lien Obligations and/or second priority secured obligations of the Issuer or any Subsidiary Guarantor (including, without limitation, any Other Second-Lien Obligations) so long as such other First Priority Lien Obligations and/or second priority secured obligations (including, without limitation, any Other Second-Lien Obligations) are not prohibited by the provisions of the Credit Agreements, the Existing Second Priority Notes Indentures, this Indenture, the First Priority Dollar Notes Indentures or First Priority Euro Notes Indenture; (x) to comply with any requirement of the SEC in connection with qualifying or maintaining the qualification of this Indenture under the TIA; (xi) to make any change that does not adversely affect the rights of any Holder; (xii) to effect any provision of this Indenture or to make certain changes to this Indenture to provide for the issuance of Additional Securities; (xiii) to provide for Securities in accordance with the issuance of the Exchange Securities or the Additional Securitiesterms hereof, which shall have terms substantially identical in all material respects to the Original SecuritiesSecu-rities, and which shall be treated, together with any outstanding Original Securities, as a single issue of securities; orse-curities; (xivix) to correct or supplement any provision herein which may be defective or incon-sistent with any other provision herein; (x) to add additional Guarantees or to release any Subsidiary Guarantors from Guar-antees as provided by the terms of this Indenture; (xi) to (A) secure the Securities with collateral and (B) release collateral (if any) from the Lien when permitted or required by the terms of the applicable security documents (if any have been entered into), the intercreditor agreement (if one has been entered into) or this Inden-ture; (xii) to conform the text of this Indenture or the Securities to any provision of the “Description of First Priority Notes” section of the Offering Memorandum Memorandum; or (xiii) to the extent that such a provision in the “Description of First Priority Notes” section of the Offering Memorandum was intended make any other provisions with respect to matters or questions arising under this Indenture which shall not be a verbatim recitation of a provision to comply inconsistent with any requirements provision of this Indenture or as long as the new provisions do not adversely affect in any material respect the interests of the Holders of the Securities. Upon the request of the Issuers, and upon receipt by the Trustee of the documents de-scribed in Section 9.07, the Trustee shall join with the Issuers and, if applicable, the Guarantors in the -80- execution of such supplemental indenture. After an amendment under this Section 9.01 becomes effectiveeffec-tive, the Issuer Issuers shall mail to the Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.01.

Without Consent of the Holders. (a) The Issuer Issuers, the Guarantors (as applicable) and the Trustee may amend this Indenture, the Securities, Securities or any Security Document or any Intercreditor Agreement with respect to the Securities without notice to or consent of any Holder: (i) to cure any ambiguity, omission, defect or inconsistency; (ii) to provide for the assumption by a Successor Company or Successor Co-Issuer of the obligations of the Issuer Issuers under this Indenture and the Securities; (iii) to provide for the assumption by a Successor Subsidiary Guarantor of the obligations of a Subsidiary Guarantor under this Indenture and its Subsidiary GuaranteeNote Guaranty; (iv) to comply with Article 5; (v) to provide for uncertificated Securities in addition to or in place of certificated Securities; provided, however, that the uncertificated Securities are issued in registered form for purposes of Section 163(f) of the Code or in a manner such that the uncertificated Securities are described in Section 163(f)(2)(B) of the Code; (v) to add a Subsidiary Guarantee with respect to the Securities or to secure the Securities; (vi) to add additional assets as Collateral; (vii) to release Collateral from the Lien securing the Securities pursuant to this Indenture and the Security Documents when permitted or required by this Indenture, Indenture or the Security Documents or any Intercreditor AgreementDocuments; (viii) to add additional Note Guaranties with respect to the Securities or to secure the Securities; (ix) to add to the covenants of the Issuer Issuers for the benefit of the Holders or to surrender any right or power herein conferred upon the Issuer; (ix) to modify the Security Documents and/or any Intercreditor Agreements, to secure other First Priority Lien Obligations and/or second priority secured obligations of the Issuer or any Subsidiary Guarantor (including, without limitation, any Other Second-Lien Obligations) so long as such other First Priority Lien Obligations and/or second priority secured obligations (including, without limitation, any Other Second-Lien Obligations) are not prohibited by the provisions of the Credit Agreements, the Existing Second Priority Notes Indentures, this Indenture, the First Priority Dollar Notes Indentures or First Priority Euro Notes IndentureIssuers; (x) to comply with any requirement of the SEC in connection with qualifying or maintaining the qualification of of, this Indenture under the TIA; (xi) to make any change that does not adversely affect the rights of any Holder;; or (xii) to effect any provision of this Indenture or to make certain changes to this Indenture to provide for the issuance of Additional Securities; (xiii) to provide for the issuance of the Exchange Securities or the Additional Securities, which shall have terms substantially identical in all material respects to the Original Initial Securities, and which shall be treated, together with any outstanding Original Initial Securities, as a single issue of securities; or (xiv) . In addition, without notice to conform or consent of any Holder, the text Security Documents may be amended to reflect the addition of this Indenture or the Securities to any provision holders of the “Description of First Priority Notes” section of the Offering Memorandum additional Secured Indebtedness to the extent that the grant of Liens to secure such a provision in Indebtedness is permitted by the “Description of First Priority Notes” section of the Offering Memorandum was intended to be a verbatim recitation of a provision to comply with any requirements of this Indenture or the Securities. Indenture. (b) [Reserved.] After an amendment under this Section 9.01 becomes effective, the Issuer Issuers shall mail to the Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.01.

Without Consent of the Holders. (a) The Issuer Issuers and the Trustee (and/or the Collateral Agent, as applicable) may amend this Indenture, the SecuritiesNotes, any the Guarantees, the Security Document or any Documents and/or the Intercreditor Agreement with respect to the Securities Agreements without notice to or the consent of any Holderholder: (i) to cure any ambiguity, omission, mistake, defect or inconsistency; (ii) to provide for the assumption by a Successor Company (with respect to the Company) of the obligations of the Company under this Indenture, the Notes, the Security Documents and the Intercreditor Agreements or to provide for the assumption by a Successor Co-Issuer (with respect to the Co-Issuer) of the obligations of the Co-Issuer under this Indenture Indenture, the Notes, the Security Documents and the SecuritiesIntercreditor Agreements; (iii) to provide for the assumption by a Successor Subsidiary Guarantor (with respect to any Guarantor), as the case may be, of the obligations of a Subsidiary Guarantor under this Indenture Indenture, its Guarantee, the Security Documents and its Subsidiary Guaranteethe Intercreditor Agreements; (iv) to provide for uncertificated Securities Notes in addition to or in place of certificated SecuritiesNotes; provided, however, that the uncertificated Securities Notes are issued in registered form for purposes of Section 163(f) of the Code Code, or in a manner such that the uncertificated Securities Notes are described in Section 163(f)(2)(B) of the Code; (v) to add a Subsidiary Guarantee with respect to the Securities or to secure the Securities[Reserved]; (vi) to add additional assets as Collaterala Guarantee or collateral with respect to the Notes; (vii) to release or subordinate Collateral from the Lien securing the Securities pursuant to the Security Documents when as permitted or required by this Indenture, the Security Documents or any the Intercreditor AgreementAgreements; (viii) to add additional secured creditors holding other Obligations so long as such obligations are not prohibited by this Indenture; (ix) to add to the covenants of the Issuer Issuers for the benefit of the Holders holders or to surrender any right or power herein conferred upon the Issuer; (ix) to modify the Security Documents and/or any Intercreditor Agreements, to secure other First Priority Lien Obligations and/or second priority secured obligations of the Issuer or any Subsidiary Guarantor (including, without limitation, any Other Second-Lien Obligations) so long as such other First Priority Lien Obligations and/or second priority secured obligations (including, without limitation, any Other Second-Lien Obligations) are not prohibited by the provisions of the Credit Agreements, the Existing Second Priority Notes Indentures, this Indenture, the First Priority Dollar Notes Indentures or First Priority Euro Notes IndentureIssuers; (x) to comply with any requirement of the SEC in connection with qualifying or maintaining the qualification of of, this Indenture under the TIA (if the Issuers elect to qualify this Indenture under the TIA); (xi) to make any change that does not adversely affect the rights of any Holder;holder in any material respect; or (xii) to effect any provision of this Indenture or to make certain changes to this Indenture to provide for the issuance of Additional Securities; Notes (xiii) to provide for the issuance of extent permitted by, and in accordance with the Exchange Securities or the Additional Securitiesterms of, this Indenture), which shall have terms substantially identical in all material respects to the Original SecuritiesInitial Notes, and which shall be treated, together with any outstanding Original SecuritiesInitial Notes, as a single issue of securities; or. (xivb) The Intercreditor Agreements may be amended (i) without notice to conform or the text consent of any holder, the Trustee or the Collateral Agent in connection with the permitted entry by a joinder into the Intercreditor Agreements of any class of additional secured creditors holding Obligations so long as such Obligations are not prohibited by this Indenture and are permitted by the Intercreditor Agreements and (ii) without notice to or the Securities consent of any holder to any provision of the “Description of First Priority Notes” section of the Offering Memorandum to the extent that such a provision in the “Description of First Priority Notes” section of the Offering Memorandum was intended to be a verbatim recitation of a provision to comply with any requirements of this Indenture or the Securities. reflect administrative changes thereto. (c) After an amendment under this Section 9.01 becomes effective, the Issuer Issuers shall mail or otherwise deliver a copy of such amendment to the Holders holders (with a notice briefly describing copy to the Collateral Agent); provided, that this requirement shall be deemed satisfied to the extent disclosure of such amendment. The amendment is made in accordance with Section 4.02; provided, further, that the failure to give provide such notice copy to all Holders, or any defect therein, of the holders shall not impair or affect the validity of an amendment under this Section 9.01.

Without Consent of the Holders. The Issuer Issuer, the Subsidiary Guarantors and the Trustee may amend or supplement this Indenture, the Securities, any Security Document or any Intercreditor Agreement with respect to Notes and the Securities Guarantees without notice to or consent of any Holder: (i) to cure any ambiguity, omission, defect or inconsistency; (ii) to provide for the assumption by a Successor Company uncertificated Notes in addition to or in place of the obligations of the Issuer under this Indenture and the Securitiescertificated Notes; (iii) to provide for the assumption by a Successor Subsidiary Guarantor of the Issuer’s or any Subsidiary Guarantor’s obligations to Holders in the case of a merger or consolidation or sale of all or substantially all of the Issuer’s or Subsidiary Guarantor under this Indenture and its Subsidiary GuaranteeGuarantor’s assets, as applicable, pursuant to Article 5; (iv) to provide for uncertificated Securities in addition to or in place of certificated Securities; provided, however, that the uncertificated Securities are issued in registered form for purposes of Section 163(f) add a Guarantee of the Code or in a manner such that the uncertificated Securities are described in Section 163(f)(2)(B) of the CodeNotes; (v) to add a Subsidiary Guarantee with respect to the Securities or to secure the Securities; (vi) to add additional assets as Collateral; (vii) to release Collateral from the Lien securing the Securities pursuant to the Security Documents when permitted or required by this Indenture, the Security Documents or any Intercreditor Agreement; (viii) to add to the covenants of the Issuer for the benefit of the Holders or to surrender any right or power herein conferred upon the Issuer; (ix) to modify the Security Documents and/or any Intercreditor Agreements, to secure other First Priority Lien Obligations and/or second priority secured obligations of the Issuer or any Subsidiary Guarantor (including, without limitation, any Other Second-Lien Obligations) so long as such other First Priority Lien Obligations and/or second priority secured obligations (including, without limitation, any Other Second-Lien Obligations) are not prohibited by the provisions of the Credit Agreements, the Existing Second Priority Notes Indentures, this Indenture, the First Priority Dollar Notes Indentures or First Priority Euro Notes Indenture; (xvi) to comply with any requirement requirements of the SEC Commission in connection with qualifying order to effect or maintaining maintain the qualification of this Indenture under the TIATrust Indenture Act; (xivii) 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 such Holder; (xii) to effect any provision of this Indenture or to make certain changes to this Indenture to provide for the issuance of Additional Securities; (xiiiviii) to provide for the issuance of Exchange Notes or Additional Notes in compliance with this Indenture and the Exchange Securities or the Additional Securities, which shall have terms substantially identical in all material respects to the Original Securities, and which shall be treated, together with any outstanding Original SecuritiesRegistration Rights Agreement, as a single issue of securitiesapplicable; or (xivix) to conform allow any Subsidiary Guarantor to execute a supplemental indenture and/or a Guarantee with respect to the text of this Indenture or the Securities to any provision guarantee of the “Description of First Priority Notes” section of the Offering Memorandum to the extent that such a provision in the “Description of First Priority Notes” section of the Offering Memorandum was intended to be a verbatim recitation of a provision to comply with any requirements of this Indenture or the Securities. After an amendment under this Section 9.01 becomes effective, the Issuer shall mail to the Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.01.

Without Consent of the Holders. The Issuer Notwithstanding Section 9.02, the Issuer, the Collateral Agent, the Guarantors and the Trustee may amend or supplement this Indenture, the Securities, the Guarantees, the Security Documents or the Intercreditor Agreements, and may waive any Security Document or any Intercreditor Agreement with respect to the Securities provision thereof, without notice to or consent of any Holder: (i) to cure any ambiguity, omission, mistake, defect or inconsistency; (ii) to provide for the assumption by a Successor Company of the obligations of the Issuer under this Indenture and the SecuritiesSecurities in accordance with the terms of this Indenture; (iii) to provide for the assumption by a Successor Subsidiary Guarantor of the obligations of a Subsidiary Guarantor under this Indenture and its Subsidiary GuaranteeGuarantee in accordance with the terms of this Indenture; (iv) to provide for uncertificated Securities in addition to or in place of certificated Securities; provided, however, that the uncertificated Securities are issued in registered form for purposes of Section 163(fSections 871(h)(2)(B) and 881(c)(2)(B) of the Code or in a manner such that the uncertificated Securities are described in and United States Treasury Regulation Section 163(f)(2)(B) of the Code5f.103-1(c); (v) to add a Subsidiary Guarantee additional Guarantees with respect to the Securities or and to secure release any Guarantor from its Guarantee in accordance with the Securitiesterms of this Indenture; (vi) to add additional assets as Collateral; (vii) to release Collateral from the Lien securing the Securities pursuant to the Security Documents when permitted or required by this Indenture, the Security Documents or any Intercreditor Agreement; (viii) to add to the covenants of the Issuer for the benefit of the Holders or to surrender any right or power conferred herein conferred upon the Issuer; (ixvii) to modify evidence or provide for the Security Documents and/or any Intercreditor Agreements, to secure other First Priority Lien Obligations and/or second priority secured obligations acceptance of the Issuer appointment under this Indenture of a successor trustee or any Subsidiary Guarantor (including, without limitation, any Other Second-Lien Obligations) so long as such other First Priority Lien Obligations and/or second priority secured obligations (including, without limitation, any Other Second-Lien Obligations) are not prohibited by the provisions of the Credit Agreements, the Existing Second Priority Notes Indentures, this Indenture, the First Priority Dollar Notes Indentures or First Priority Euro Notes Indenturea successor collateral agent; (x) to comply with any requirement of the SEC in connection with qualifying or maintaining the qualification of this Indenture under the TIA; (xiviii) to make any change that does not adversely affect the rights of any HolderHolder in any material respect; (ix) to add additional assets as Notes Collateral to secure the Securities; (x) to release Notes Collateral from the Lien pursuant to this Indenture, the Security Documents and the Intercreditor Agreements when permitted or required by this Indenture, the Security Documents or the Intercreditor Agreements; (xi) to modify the Security Documents or the Intercreditor Agreements (a) to secure additional extensions of credit and add additional secured creditors holding First Priority Lien Obligations so long as such First Priority Lien Obligations are not prohibited by the provisions of this Indenture, (b) as provided for in provisions comparable to Section 2.11(b) of the form of Intercreditor Agreement attached hereto as Exhibit D or (c) to add the Issuer or any Guarantor as a party to any Intercreditor Agreement to the extent such party Incurs any Secured Indebtedness that constitutes First Priority Lien Obligations in accordance with the terms of this Indenture or to remove the Issuer or any Guarantor as a party to any Intercreditor Agreement to the extent such party ceases to be bound by any and all First Priority Lien Obligations; or (xii) to effect comply with the rules of any provision applicable securities depositary. Upon the request of the Issuer, and upon receipt by the Trustee of the documents described in Section 9.05, the Trustee shall join with the Issuer in the execution of any amended or supplemental Indenture authorized or permitted by the terms of this Indenture or and to make certain changes any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to this Indenture to provide for the issuance of Additional Securities; (xiii) to provide for the issuance of the Exchange Securities enter into such modified or the Additional Securitiesamended indenture that affects its own rights, which shall have terms substantially identical in all material respects to the Original Securities, and which shall be treated, together with any outstanding Original Securities, as a single issue of securities; or (xiv) to conform the text of duties or immunities under this Indenture or the Securities to any provision of the “Description of First Priority Notes” section of the Offering Memorandum to the extent that such a provision in the “Description of First Priority Notes” section of the Offering Memorandum was intended to be a verbatim recitation of a provision to comply with any requirements of this Indenture or the Securitiesotherwise. After an amendment under this Section 9.01 becomes effective, the Issuer shall mail provide to the Holders a written notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.01.

Without Consent of the Holders. (a) The Issuer Parent, the Issuers and the Trustee may amend this Indenture, the SecuritiesNotes, any Security Document or any Intercreditor the Subsidiary Guarantees and/or the Escrow Agreement with respect to the Securities without notice to or the consent of any Holderholder: (i) to cure any ambiguity, omission, mistake, defect or inconsistency; (ii) to provide for the assumption by a Successor Company (with respect to the Parent or the Issuers, as applicable) of the obligations of the Issuer Parent or the Issuers, as applicable, under this Indenture and the SecuritiesNotes and, in relation to the Parent, its Guarantee; (iii) to provide for the assumption by a Successor Subsidiary Guarantor (with respect to any Subsidiary Guarantor), as the case may be, of the obligations of a Subsidiary Guarantor under this Indenture Indenture, the Notes and its Subsidiary Guarantee; (iv) to provide for uncertificated Securities Notes in addition to or in place of certificated SecuritiesNotes; provided, however, that the uncertificated Securities Notes are issued in registered form for purposes of Section 163(f) of the Code Code, or in a manner such that the uncertificated Securities Notes are described in Section 163(f)(2)(B) of the Code; (v) to add a conform the text of this Indenture, the Notes or the Subsidiary Guarantee with respect Guarantees to any provision of the “Description of Notes” in the Offering Memorandum to the Securities extent that such provision in this Indenture, the Notes or the Subsidiary Guarantees was intended by the Issuers to secure be a verbatim recitation of a provision in the Securities“Description of Notes” in the Offering Memorandum, as stated in an Officer’s Certificate; (vi) to add additional assets as Collaterala Subsidiary Guarantee or collateral with respect to the Notes; (vii) to secure the Notes and/or the related Subsidiary Guarantees and to add provisions regarding the release Collateral from the Lien securing the Securities pursuant to the Security Documents when permitted or required by this Indenture, the Security Documents or any Intercreditor Agreementof collateral; (viii) to add to the covenants of the Issuer Issuers for the benefit of the Holders holders or to surrender any right or power herein conferred upon the IssuerIssuers or any Restricted Subsidiary; (ix) to modify the Security Documents and/or any Intercreditor Agreements, to secure other First Priority Lien Obligations and/or second priority secured obligations of the Issuer or any Subsidiary Guarantor (including, without limitation, any Other Second-Lien Obligations) so long as such other First Priority Lien Obligations and/or second priority secured obligations (including, without limitation, any Other Second-Lien Obligations) are not prohibited by the provisions of the Credit Agreements, the Existing Second Priority Notes Indentures, this Indenture, the First Priority Dollar Notes Indentures or First Priority Euro Notes Indenture; (x) to comply with any requirement of the SEC in connection with qualifying or maintaining the qualification of of, this Indenture under the TIA (if the Issuers elect to qualify this Indenture under the TIA); (xix) to make any change that would provide any additional rights or benefits to the holders or that does not adversely affect the rights of any Holderholder in any material respect (as determined in good faith by the Dutch IssuerParent); (xiixi) to effect any provision of this Indenture or Indenture; (xii) to make certain changes to this Indenture to provide for the issuance of Additional Securities; (xiii) to provide for the issuance of the Exchange Securities or the Additional SecuritiesNotes, which shall have terms substantially identical in all material respects to the Original SecuritiesInitial Notes, and which shall be treated, together with any outstanding Original SecuritiesInitial Notes, as a single issue of securities; or (xivxiii) to conform the text of add provisions to this Indenture and a new form of note to permit the issuance by the Parent, the Issuers or the Securities to any provision a Subsidiary of the “Description of First Priority Notes” section of the Offering Memorandum to the extent that such a provision in the “Description of First Priority Notes” section of the Offering Memorandum was intended to be a verbatim recitation of a provision to comply with any requirements of escrow notes under this Indenture, which may have different terms than other notes issued under this Indenture so long as the proceeds of such notes remain in escrow (including, but not limited to, separate collateral, different or the Securities. no guarantees and special mandatory redemption provisions). (b) After an amendment under this Section 9.01 becomes effective, the Dutch Issuer shall mail mail, or otherwise deliver in accordance with the procedures of the Depository, to the Holders holders a notice briefly describing such amendment. The failure to give such notice to all Holdersholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.01.

Without Consent of the Holders. (a) The Issuer Issuers, the Guarantors and the Trustee may amend this Indenture, the Securities, any Security Document Indenture or any Intercreditor Agreement with respect to the Securities without notice to or consent of any Holder: (i) to cure any ambiguity, omission, mistake, defect or inconsistency; (ii) to provide for the assumption by a Successor Company of the obligations of the an Issuer under this Indenture and the Securities; (iii) to provide for the assumption by a Successor Subsidiary Guarantor of the obligations of a Subsidiary Guarantor under this Indenture and its Subsidiary Guarantee; (iv) to comply with Article 5; (v) to provide for uncertificated Securities in addition to or in place of certificated Securities; provided, however, that the uncertificated Securities are issued in registered form for purposes of Section 163(f) of the Code or in a manner such that the uncertificated Securities are described in Section 163(f)(2)(B) of the Code; (vvi) to add a Subsidiary Guarantee additional Guarantees with respect to the Securities or to secure the Securities; (vi) to add additional assets as Collateral; (vii) to release Collateral from the Lien securing the Securities pursuant to the Security Documents when permitted or required by this Indenture, the Security Documents or any Intercreditor Agreement; (viii) to add to the covenants of the Issuer Issuers for the benefit of the Holders or to surrender any right or power herein conferred upon the IssuerIssuers; (ix) to modify the Security Documents and/or any Intercreditor Agreements, to secure other First Priority Lien Obligations and/or second priority secured obligations of the Issuer or any Subsidiary Guarantor (including, without limitation, any Other Second-Lien Obligations) so long as such other First Priority Lien Obligations and/or second priority secured obligations (including, without limitation, any Other Second-Lien Obligations) are not prohibited by the provisions of the Credit Agreements, the Existing Second Priority Notes Indentures, this Indenture, the First Priority Dollar Notes Indentures or First Priority Euro Notes Indenture; (xviii) to comply with any requirement of the SEC in connection with qualifying or maintaining the qualification of of, this Indenture under the TIA; (xiix) to make any change that does not adversely affect the rights of any Holder; (xii) to effect any provision of this Indenture or to make certain changes to this Indenture to provide for the issuance of Additional Securities; (xiiix) to provide for the issuance of the Exchange Securities or the Additional Securities, which shall have terms substantially identical in all material respects to the Original Initial Securities, and which shall be treated, together with any outstanding Original Initial Securities, as a single issue of securities; or (xivxi) to conform the text of this Indenture Indenture, the Guarantees or the Securities to any provision provisions of the “Description Descriptions of First Priority Notes” section of the Offering Memorandum Circular to the extent that such a provision in the “Description of First Priority Notes” section of the Offering Memorandum Circular was intended to be a verbatim recitation of a provision to comply with any requirements of this Indenture Indenture, the Guarantees or the Securities. After an amendment under this Section 9.01 becomes effective, the Issuer Issuers shall mail to the Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.01.

Without Consent of the Holders. (a) The Issuer Issuers, the Guarantors (as applicable) and the Trustee may amend this Indenturethe Senior Lien Intercreditor Agreement, the SecuritiesFirst-Priority Intercreditor Agreement, the Junior Lien Intercreditor Agreement, any Security Document or any Other Intercreditor Agreement with respect to and the Securities Note Documents without notice to or consent of any Holder: (i) to cure any ambiguity, omission, defect or inconsistency; (ii) to provide for the assumption by a Successor Company or Successor Co-Issuer of the obligations of the Issuer Issuers under this Indenture and the Securities; (iii) to provide for the assumption by a Successor Subsidiary Guarantor of the obligations of a Subsidiary Guarantor under this Indenture and its Subsidiary Note Guarantee; (iv) to comply with Article 5; (v) to provide for uncertificated Securities in addition to or in place of certificated Securities; provided, however, that the uncertificated Securities are issued in registered form for purposes of Section 163(f) of the Code or in a manner such that the uncertificated Securities are described in Section 163(f)(2)(B) of the Code; (v) to add a Subsidiary Guarantee with respect to the Securities or to secure the Securities; (vi) to add additional assets as Collateral; (vii) to release Collateral from the Lien securing the Securities pursuant to this Indenture and the Security Documents when permitted or required by this Indenture, Indenture or the Security Documents or any Intercreditor AgreementDocuments; (viii) to add additional Note Guarantees with respect to the Securities or to secure the Securities; (ix) to add to the covenants of the Issuer Issuers for the benefit of the Holders or to surrender any right or power herein conferred upon the Issuer; (ix) to modify the Security Documents and/or any Intercreditor Agreements, to secure other First Priority Lien Obligations and/or second priority secured obligations of the Issuer or any Subsidiary Guarantor (including, without limitation, any Other Second-Lien Obligations) so long as such other First Priority Lien Obligations and/or second priority secured obligations (including, without limitation, any Other Second-Lien Obligations) are not prohibited by the provisions of the Credit Agreements, the Existing Second Priority Notes Indentures, this Indenture, the First Priority Dollar Notes Indentures or First Priority Euro Notes IndentureIssuers; (x) to comply with any requirement of the SEC in connection with qualifying or maintaining the qualification of this Indenture under the TIA; (xi) to comply with any requirement of the SEC in connection with the qualification of this Indenture under the TIA to effect any provision of this Indenture; (xii) to make any change that does not adversely affect the rights of any Holder; (xii) to effect any provision of this Indenture or to make certain changes to this Indenture to provide for the issuance of Additional Securities;; or (xiii) to provide for the issuance of the Exchange Securities or the Additional Securities, which shall have terms substantially identical in all material respects to the Original Initial Securities, and which shall be treated, together with any outstanding Original Initial Securities, as a single issue of securities; or (xiv) . In addition, without notice to conform or consent of any Holder, the text Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement, the Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement and the Security Documents may be amended to reflect the addition of this Indenture or the Securities to any provision holders of the “Description of First Priority Notes” section of the Offering Memorandum additional Secured Indebtedness to the extent that the grant of Liens to secure such a provision in the “Description of First Priority Notes” section of the Offering Memorandum was intended to be a verbatim recitation of a provision to comply with any requirements of Indebtedness is permitted by this Indenture or including without limitation, to effect the Securities. transactions contemplated by Article 10. (b) After an amendment under this Section 9.01 becomes effective, the Issuer Issuers shall mail to the Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.01.

Without Consent of the Holders. The Issuer Notwithstanding Section 9.02 hereof, without the consent of any Holder, the Company, the Guarantors and the Trustee may amend or supplement this Indenture, the Securities, any Security Document Notes or any Intercreditor Agreement with respect to the Securities without notice to or consent of any HolderNote Guarantees to: (ia) to cure any ambiguity, omission, defect mistake, defect, error or inconsistency; (iib) to provide for the assumption by a Successor Company successor Person of the obligations of the Issuer Company or any Guarantor under any Note Document in accordance with this Indenture and the SecuritiesIndenture; (iiic) to provide for the assumption by a Successor Subsidiary Guarantor of the obligations of a Subsidiary Guarantor under this Indenture and its Subsidiary Guarantee; (iv) to provide for uncertificated Securities Notes in addition to or in place of certificated Securities; provided, however, Notes (provided that the such uncertificated Securities Notes are issued in treated as 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 CodeU.S. federal income tax purposes); (vd) to add a Subsidiary Guarantee with respect to the Securities or to secure the Securities; (vi) to add additional assets as Collateral; (vii) to release Collateral from the Lien securing the Securities pursuant to the Security Documents when permitted or required by this Indenture, the Security Documents or any Intercreditor Agreement; (viii) to add to the covenants of the Issuer or provide for an additional Guarantee for the benefit of the Holders or to surrender any right or power herein conferred upon the IssuerParent Guarantor or any Restricted Subsidiary; (ixe) to modify the Security Documents and/or any Intercreditor Agreements, to secure other First Priority Lien Obligations and/or second priority secured obligations of the Issuer or any Subsidiary Guarantor (including, without limitation, any Other Second-Lien Obligations) so long as such other First Priority Lien Obligations and/or second priority secured obligations (including, without limitation, any Other Second-Lien Obligations) are not prohibited by the provisions of the Credit Agreements, the Existing Second Priority Notes Indentures, this Indenture, the First Priority Dollar Notes Indentures or First Priority Euro Notes Indenture; (x) to comply with any requirement of the SEC in connection with qualifying or maintaining the qualification of this Indenture under the TIA; (xi) to make any change that does not adversely affect the rights of any HolderHolder in any material respect; (xiif) to effect comply with any provision requirement of the SEC in connection with the qualification of this Indenture or to under the Trust Indenture Act, if such qualification is required; (g) make certain changes to this Indenture to provide such provisions as necessary (as determined in good faith by the Parent Guarantor) for the issuance of Additional SecuritiesNotes in accordance with the terms of this Indenture; (xiiih) provide for any Restricted Subsidiary to provide a Note Guarantee in accordance with Section 4.15, to add Note Guarantees, to add security to or for the benefit of the Notes, or to confirm and evidence the release, termination, discharge or retaking of any Note Guarantee or Lien with respect to or securing the Notes when such release, termination, discharge or retaking is provided for under this Indenture; (i) evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee pursuant to the requirements thereof or to provide for the accession by the Trustee to any Note Document; (j) comply with the rules of any applicable securities depository; (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, to facilitate the issuance and administration of Notes; provided, however, that (i) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Exchange Securities Act or any applicable securities law and (ii) such amendment does not materially and adversely affect the Additional Securities, which shall have terms substantially identical in all material respects rights of Holders to the Original Securities, and which shall be treated, together with any outstanding Original Securities, as a single issue of securitiestransfer Notes; or (xivl) to conform the text of this Indenture or the Securities any Note Document to any provision of the “Description of First Priority Notes” section of in the Offering Memorandum Memorandum, to the extent that such a provision in the such “Description of First Priority the Notes” section of the Offering Memorandum was intended to be a verbatim recitation of conform to a provision of such Note Document (as evidenced in an Officer’s Certificate delivered to comply with the Trustee). Upon the request of the Company accompanied by a resolution of the Board of Directors authorizing the execution of any requirements supplemental indenture entered into to effect any such amendment, supplement or waiver, and upon receipt by the Trustee of this Indenture or the Securities. After an amendment under this documents described in Section 9.01 becomes effective9.05, the Issuer Trustee shall mail to join with the Holders a notice briefly describing Company in the execution of such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.01supplemental indenture.

Without Consent of the Holders. (a) The Issuer Company and the Trustee may amend this Indenture, the Securities, any Security Document Indenture or any Intercreditor Agreement with respect to the Securities without notice to or consent of any Holder: (i) to cure any ambiguity, omission, defect or inconsistency; (ii) to provide for the assumption by a Successor Company of the obligations of the Issuer under this Indenture and the Securitiescomply with Article 5; (iii) to provide for the assumption by a Successor Subsidiary Guarantor of the obligations of a Subsidiary Guarantor under this Indenture and its Subsidiary Guarantee; (iv) to provide for uncertificated Securities in addition to or in place of certificated Securities; provided, however, that the uncertificated Securities are issued in registered form for purposes of Section 163(f) of the Code or in a manner such that the uncertificated Securities are described in Section 163(f)(2)(B) of the Code; (iv) to make any change in Article 10 or Article 12 that would limit or terminate the benefits available to any holder of Senior Indebtedness of the Company or a Guarantor (or Representatives thereof) under Article 10 or Article 12, respectively; (v) to add a Subsidiary Guarantee additional Senior Subordinated Guarantees with respect to the Securities or to secure the Securities; (vi) to add additional assets as Collateral; (vii) to release Collateral from the Lien securing the Securities pursuant to the Security Documents when permitted or required by this Indenture, the Security Documents or any Intercreditor Agreement; (viii) to add to the covenants of the Issuer Company for the benefit of the Holders or to surrender any right or power herein conferred upon the IssuerCompany; (ix) to modify the Security Documents and/or any Intercreditor Agreements, to secure other First Priority Lien Obligations and/or second priority secured obligations of the Issuer or any Subsidiary Guarantor (including, without limitation, any Other Second-Lien Obligations) so long as such other First Priority Lien Obligations and/or second priority secured obligations (including, without limitation, any Other Second-Lien Obligations) are not prohibited by the provisions of the Credit Agreements, the Existing Second Priority Notes Indentures, this Indenture, the First Priority Dollar Notes Indentures or First Priority Euro Notes Indenture; (xvii) to comply with any requirement of the SEC in connection with qualifying or maintaining the qualification of of, this Indenture under the TIA; (xiviii) to make any change that does not adversely affect the rights of any Holder;; or (xii) to effect any provision of this Indenture or to make certain changes to this Indenture to provide for the issuance of Additional Securities; (xiiiix) to provide for the issuance of the Exchange Securities or the Additional Securities, which shall have terms substantially identical in all material respects to the Original Initial Securities, and which shall be treated, together with any outstanding Original Initial Securities, as a single issue of securities; or. (xivb) to conform An amendment under this Section 9.01 may not make any change that adversely affects the text rights under Article 10 or Article 12 of this Indenture or the Securities to any provision holder of Senior Indebtedness of the “Description Company or a Guarantor then outstanding unless the holders of First Priority Notes” section of the Offering Memorandum such Senior Indebtedness (or any group or Representative thereof authorized to the extent that give a consent) consent to such a provision in the “Description of First Priority Notes” section of the Offering Memorandum was intended to be a verbatim recitation of a provision to comply with any requirements of this Indenture or the Securitieschange. After an amendment under this Section 9.01 becomes effective, the Issuer Company shall mail to the Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.01.

Without Consent of the Holders. The Issuer Issuer, Holdings I, the Subordinated Guarantors, the Trustee and the Trustee Security Agent may amend this Indenture, the Securities, the Intercreditor Agreement, any Additional Intercreditor Agreement, the Senior Subordinated Notes Proceeds Loan or any Security Document or any Intercreditor Agreement with respect to the Securities without notice to or consent of any HolderDocument: (i) to cure any ambiguity, omission, mistake, defect or inconsistency; (ii) to give effect to any provision of this Indenture (including the release of any Subordinated Guarantees in accordance with the terms of Section 10.06); (iii) to comply with Article V; (iv) to provide for the assumption by a Successor Company of the obligations of the Issuer under this Indenture and the Securities; (iiiv) to provide for the assumption by a Successor Subsidiary Subordinated Guarantor of the obligations of a Subsidiary Subordinated Guarantor under this Indenture and its Subsidiary Subordinated Guarantee; (ivvi) to make any change in Article X or XI not in conflict with this Indenture that would limit or terminate the benefits available to any holder of Designated Senior Indebtedness (or any Representative thereof) under Article X or XI; (vii) to provide for uncertificated Securities in addition to or in place of certificated Securities; provided, however, that the uncertificated Securities are issued in registered form for purposes of Section 163(f) of the Code or in a manner such that the uncertificated Securities are described in Section 163(f)(2)(B) of the Code; (vviii) to add a Subsidiary Guarantee Subordinated Guarantees with respect to the Securities or to secure the Securities; (viix) to add additional assets as to the Collateral; (vii) , to release Collateral from the any Lien securing the Securities pursuant to this Indenture and the Security Documents Intercreditor Agreement, when permitted or required by this Indenture to the extent necessary to provide for the granting of a Security Interest for the benefit of any Person, provided that the granting of such Security Interest is not prohibited under Section 4.17 or otherwise under this Indenture, the Security Documents or any Intercreditor Agreement; (viiix) to add to the covenants of the Issuer Issuer, Holdings I or any Subordinated Guarantor for the benefit of the Holders or to surrender any right or power herein conferred upon the Issuer; (ix) to modify the Security Documents and/or any Intercreditor Agreements, to secure other First Priority Lien Obligations and/or second priority secured obligations of the Issuer Holdings I or any Subsidiary Guarantor (including, without limitation, any Other Second-Lien Obligations) so long as such other First Priority Lien Obligations and/or second priority secured obligations (including, without limitation, any Other Second-Lien Obligations) are not prohibited by the provisions of the Credit Agreements, the Existing Second Priority Notes Indentures, this Indenture, the First Priority Dollar Notes Indentures or First Priority Euro Notes Indenture; (x) to comply with any requirement of the SEC in connection with qualifying or maintaining the qualification of this Indenture under the TIASubordinated Guarantor; (xi) to make any change that does not adversely affect the rights of any Holder; (xii) to evidence and give effect any provision of to the acceptance and appointment under this Indenture or to make certain changes to this Indenture to provide for and/or the issuance Intercreditor Agreement of Additional Securitiesa successor Trustee; (xiii) to provide for the issuance accession of the Exchange Securities or Trustee to any instrument in connection with the Additional Securities, which shall have terms substantially identical in all material respects to the Original Securities, and which shall be treated, together with any outstanding Original Securities, as a single issue of securities; or; (xiv) to conform provide for the text issuance of this Indenture or Additional Securities as contemplated under Section 2.16; or (xv) at the Securities to any provision of the “Description of First Priority Notes” section of the Offering Memorandum to the extent that such a provision in the “Description of First Priority Notes” section of the Offering Memorandum was intended to be a verbatim recitation of a provision Issuer’s election, to comply with any requirements requirement of the SEC in connection with the qualification of this Indenture or under the SecuritiesTrust Indenture Act, if such qualification is required. In formulating its opinion on such matters, the Trustee shall be entitled to require and rely absolutely on such evidence as it reasonably deems appropriate, including an Opinion of Counsel and an Officers’ Certificate. After an amendment under this Section 9.01 becomes effective, the Issuer shall mail (or otherwise deliver in accordance with applicable Euroclear and Clearstream procedures) to the Holders a notice briefly describing such amendment. The However, the failure to give such notice to all HoldersHolders entitled to receive such notice, or any defect therein, shall not impair or affect the validity of an the amendment under this Section 9.01.

Without Consent of the Holders. The Issuer and Issuer, the Guarantors (with respect to a Guarantee or this Indenture to which it is a party), the Trustee and/or the Collateral Trustee may amend or supplement this Indenture, any Guarantee, the Securities, the Intercreditor Agreements and any Security Document or any Intercreditor Agreement with respect to without the Securities without notice to or consent of any Holder: (i) to cure any ambiguity, omission, mistake, defect or inconsistency, as provided to the Trustee in an Officer’s Certificate; (ii) to provide for the assumption by a Successor Company of the obligations of the Issuer under this Indenture and the Securities; (iii) to provide for the assumption by a Successor Subsidiary Guarantor of the obligations of a Subsidiary Guarantor under this Indenture and its Subsidiary Guarantee; (iv) to provide for uncertificated Securities of such series in addition to or in place of certificated Securities; provided; (iii) to comply with the covenant relating to mergers, however, that consolidations and sales of assets; (iv) to provide for the uncertificated Securities are issued in registered form for purposes of Section 163(f) assumption of the Code Issuer’s or any Guarantor’s obligations to the Holders in a manner such transaction that the uncertificated Securities are described in Section 163(f)(2)(B) of the Codecomplies with this Indenture; (v) to add a Subsidiary Guarantee with respect make any change that would provide any additional rights or benefits to the Securities Holders or to secure that does not adversely affect the Securitieslegal rights under this Indenture of any such Holder in any material respect; (vi) to add additional assets as Collateral; (vii) to release Collateral from the Lien securing the Securities pursuant to the Security Documents when permitted or required by this Indenture, the Security Documents or any Intercreditor Agreement; (viii) to add to the covenants of the Issuer for the benefit of the Holders or to surrender any right or power herein conferred upon the IssuerIssuer or any Guarantor; (vii) to evidence and provide for the acceptance and appointment under this Indenture or the Intercreditor Agreements of a successor Trustee or successor Collateral Trustee thereunder pursuant to the requirements thereof or to provide for the accession by the Trustee or the Collateral Trustee, as applicable, to this Indenture, the Intercreditor Agreements or any Security Document; (viii) to allow any Restricted Subsidiary to provide a Guarantee and execute a supplemental indenture and/or to release a Guarantor in accordance with the terms of this Indenture, the Intercreditor Agreements or the Security Documents; (ix) to modify the Security Documents and/or any Intercreditor Agreements, to secure other First Priority Lien Obligations and/or second priority secured obligations of the Issuer or any Subsidiary Guarantor (including, without limitation, any Other Second-Lien Obligations) so long as such other First Priority Lien Obligations and/or second priority secured obligations (including, without limitation, any Other Second-Lien Obligations) are not prohibited by the provisions of the Credit Agreements, the Existing Second Priority Notes Indentures, this Indenture, the First Priority Dollar Notes Indentures or First Priority Euro Notes Indenture; (x) to comply with any requirement of the SEC in connection with qualifying or maintaining the qualification of this Indenture under the TIA; (xi) to make any change that does not adversely affect the rights of any Holder; (xii) to effect any provision of this Indenture or to make certain changes to this Indenture to provide for the issuance of Additional Securities; (x) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Securities as permitted by this Indenture, including, without limitation to facilitate the issuance and administration of the Securities; provided, however, that (i) compliance with this Indenture as so amended would not result in Securities 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 Securities; (xi) (A) to enter into additional or supplemental Security Documents or otherwise add additional parties or Collateral to further secure the Securities or any Guarantees or any other Obligations under this Indenture or (B) to make, complete or confirm any grant of Collateral permitted or required by this Indenture or any of the Security Documents or any release, termination or discharge of Collateral that becomes effective as set forth in this Indenture or any of the Security Documents; (xii) to confirm and evidence the release of the Collateral from the Lien, or the subordination of Liens with respect to the Collateral, pursuant to this Indenture, the Security Documents, the Intercreditor Agreements when permitted or required by the Security Documents, this Indenture or the Intercreditor Agreements, as the case may be; (xiii) in the case of the Security Documents, to provide mortgage, pledge, hypothecate or grant a security interest in favor of the Collateral Trustee for the issuance benefit of the Exchange Securities Secured Parties or in favor of the ABL Lenders, in any property which is required by the Security Documents or the Additional SecuritiesABL Credit Agreement or the other ABL Facility Documents (each, as in effect on the Issue Date) to be mortgaged, pledged or hypothecated, or in which shall have terms substantially identical in all material respects a Lien is required to be granted to the Original SecuritiesCollateral Trustee, and which shall be treated, together with or to the extent necessary to grant a security interest in the Collateral for the benefit of any outstanding Original Securities, as a single issue Person; provided that the granting of securitiessuch security interest is not prohibited by this Indenture or the Intercreditor Agreements; or (xiv) to conform the text of this Indenture or the Securities to add any provision of the “Description of First Priority Notes” section of the Offering Memorandum Pari Passu Lien Indebtedness and/or Senior Lien Indebtedness, to the extent that such a provision permitted under this Indenture, the Intercreditor Agreements or the Security Documents on the terms set forth therein and in accordance with the “Description of First Priority Notes” section of the Offering Memorandum was intended to be a verbatim recitation of a provision to comply with any requirements terms of this Indenture or the SecuritiesIndenture. After an amendment under this Section ‎Section 9.01 becomes effective, the Issuer shall mail or otherwise send in accordance with the procedures of the Depositary to the Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.01.

Without Consent of the Holders. The Issuer Company and the Trustee may amend this Indenture, the SecuritiesNotes, the Intercreditor Agreement or any Security Document or any Intercreditor Agreement with respect to the Securities without notice to or consent of any Holder: (i) to cure any ambiguity, omission, defect defect, mistake or inconsistency; (ii) to provide for the assumption by a Successor Company of the obligations of the Issuer under this Indenture and the Securitiescomply with Article 5; (iii) to provide for the assumption by a Successor Subsidiary Guarantor of the obligations of a Subsidiary Guarantor under this Indenture and its Subsidiary Guarantee; (iv) to provide for uncertificated Securities Notes in addition to or in place of certificated SecuritiesNotes; provided, however, that the uncertificated Securities Notes are issued in registered form for purposes of Section 163(f) of the Code Code, or in a manner such that the uncertificated Securities Notes are described in Section 163(f)(2)(B) of the Code; (viv) to add a Subsidiary Note Guarantee with respect to the Securities or Notes; (v) to secure the Securities; (vi) Notes and the Note Guarantees, to add additional assets as Collateral; (vii) , to release Collateral from the Lien securing the Securities pursuant to the Security Documents when as permitted or required by under this Indenture, the Security Documents or any the Intercreditor AgreementAgreement and to add additional secured creditors holding Other Second Priority Obligations or additional First Priority Obligations so long as such obligations are not prohibited by this Indenture or the Security Documents; (viiivi) to add to the covenants of the Issuer Company for the benefit of the Holders or to surrender any right or power herein conferred upon the IssuerCompany; (ix) to modify the Security Documents and/or any Intercreditor Agreements, to secure other First Priority Lien Obligations and/or second priority secured obligations of the Issuer or any Subsidiary Guarantor (including, without limitation, any Other Second-Lien Obligations) so long as such other First Priority Lien Obligations and/or second priority secured obligations (including, without limitation, any Other Second-Lien Obligations) are not prohibited by the provisions of the Credit Agreements, the Existing Second Priority Notes Indentures, this Indenture, the First Priority Dollar Notes Indentures or First Priority Euro Notes Indenture; (xvii) to comply with any requirement of (A) the SEC in connection with qualifying or maintaining the qualification of of, this Indenture under the TIATIA or (B) the Intercreditor Agreement; (xiviii) to make any change that does not adversely affect the rights of any Holder;; or (xii) to effect any provision of this Indenture or to make certain changes to this Indenture to provide for the issuance of Additional Securities; (xiiiix) to provide for the issuance of the Exchange Securities Notes or the Additional SecuritiesNotes, which shall have terms substantially identical in all material respects to the Original SecuritiesInitial Notes, and which shall be treated, together with any outstanding Original SecuritiesInitial Notes, as a single issue of securities; or (xiv) . In addition, pursuant to conform the text of this Indenture Intercreditor Agreement, any amendment, waiver or the Securities consent to any provision of the “Description of collateral documents with respect to First Priority Notes” section of the Offering Memorandum Obligations will also apply automatically to the extent that such a provision in comparable Security Documents with respect to the “Description of First Priority Notes” section of the Offering Memorandum was intended to be a verbatim recitation of a provision to comply with any requirements of this Indenture or the Securities. After an amendment under this Section 9.01 becomes effective, the Issuer Company shall electronically deliver or mail by first-class mail to the respective Holders a notice briefly describing such amendment. The However, the failure to give such notice to all HoldersHolders entitled to receive such notice, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.01.

Without Consent of the Holders. (a) The Issuer Issuers and the Trustee may amend this Indenture, the SecuritiesNotes, any the Subsidiary Guarantees, the Security Document Documents or any the Intercreditor Agreement with respect to the Securities Agreements without notice to or consent of any Holderholder: (i) to cure any ambiguity, omission, defect or inconsistency; (ii) to provide for the assumption by a Successor Company (with respect to an Issuer) of the obligations of the an Issuer under this Indenture and the SecuritiesNotes; (iii) to provide for the assumption by a Successor Subsidiary Guarantor (with respect to any Subsidiary Guarantor), as the case may be, of the obligations of a Subsidiary Guarantor under this Indenture and Indenture, its Subsidiary GuaranteeGuarantee and the Security Documents; (iv) to provide for uncertificated Securities Notes in addition to or in place of certificated Securities; Notes, provided, however, that the uncertificated Securities Notes are issued in registered form for purposes of Section 163(f) of the Code Code, or in a manner such that the uncertificated Securities notes are described in Section 163(f)(2)(B) of the Code; (v) to conform the text of this Indenture, the Notes, the Subsidiary Guarantees, the Security Documents or any Intercreditor Agreement to any provision of the “Description of Senior Secured Notes” in the Offering Memorandum to the extent that such provision in this Indenture, the Notes, the Subsidiary Guarantees, the Security Documents or such Intercreditor Agreement was intended by the Issuers to be verbatim recitation of a provision in the “Description of Senior Secured Notes” in the Offering Memorandum, as stated in an Officers’ Certificate; (vi) to add a Subsidiary Guarantee with respect to the Securities or to secure the Securities; (vi) to add additional assets as Collateral;Notes, (vii) to add Collateral to secure the Notes; (viii) to release Collateral from the Lien securing the Securities pursuant to the Security Documents when or a Subsidiary Guarantee as permitted or required by this Indenture, the Security Documents or any and the Intercreditor AgreementAgreements; (viiiix) to add additional secured creditors holding Other Second-Lien Obligations, First-Priority Lien Obligations or other Junior Lien Obligations, so long as such obligations are not prohibited by this Indenture or the Security Documents; (x) to add to the covenants of the Issuer Issuers for the benefit of the Holders holders or to surrender any right or power herein conferred upon the IssuerIssuers; (ix) to modify the Security Documents and/or any Intercreditor Agreements, to secure other First Priority Lien Obligations and/or second priority secured obligations of the Issuer or any Subsidiary Guarantor (including, without limitation, any Other Second-Lien Obligations) so long as such other First Priority Lien Obligations and/or second priority secured obligations (including, without limitation, any Other Second-Lien Obligations) are not prohibited by the provisions of the Credit Agreements, the Existing Second Priority Notes Indentures, this Indenture, the First Priority Dollar Notes Indentures or First Priority Euro Notes Indenture; (xxi) to comply with any requirement of the SEC in connection with qualifying or maintaining the qualification of of, this Indenture under the TIA; (xixii) to make any change that does not adversely affect the rights of any Holder; (xii) to effect any provision of this Indenture or to make certain changes to this Indenture to provide for the issuance of Additional Securities;holder; or (xiii) to provide for the issuance of the Additional Notes or Exchange Securities or the Additional SecuritiesNotes, which shall have terms substantially identical in all material respects to the Original SecuritiesInitial Notes, and which shall be treated, together with any outstanding Original SecuritiesInitial Notes, as a single issue of securities; or. (xivb) to conform The Intercreditor Agreements may be amended without the text consent of this Indenture any holder or the Securities Trustee in connection with the permitted entry into the Intercreditor Agreements of any class of additional secured creditors holding Other Second-Lien Obligations, First-Priority Lien Obligations or Junior Lien Obligations to any provision effectuate such entry into the Intercreditor Agreements and to make the lien of such class equal and ratable with, as applicable, the lien of the “Description of First First-Priority Notes” section of Lien Obligations, the Offering Memorandum to the extent that such a provision in the “Description of First Priority Notes” section of the Offering Memorandum was intended to be a verbatim recitation of a provision to comply with any requirements of this Indenture Other Second-Lien Obligations or the Securities. Junior Lien Obligations. (c) After an amendment under this Section 9.01 becomes effective, the Issuer Issuers shall mail mail, or otherwise deliver in accordance with the procedures of the Depository, to the Holders holders a notice briefly describing such amendment. The failure to give such notice to all Holdersholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.01.

Without Consent of the Holders. (a) The Issuer Issuers, the First-Priority Collateral Agent and the Trustee may amend this Indenture, the SecuritiesNotes, any the Subsidiary Guarantees, the Security Document or any Documents and/or the First Lien Intercreditor Agreement with respect to the Securities without notice to or the consent of any Holderholder: (i) to cure any ambiguity, omission, mistake, defect or inconsistency; (ii) to provide for the assumption by a Successor Company (with respect to the Issuer) of the obligations of the Company under this Indenture, the Notes, the Security Documents and the First Lien Intercreditor Agreement or to provide for the assumption by a Success Co-Issuer (with respect to the Co-Issuer) of the obligations of the Co-Issuer under this Indenture Indenture, the Notes, the Security Documents and the SecuritiesFirst Lien Intercreditor Agreement; (iii) to provide for the assumption by a Successor Subsidiary Guarantor (with respect to any Subsidiary Guarantor), as the case may be, of the obligations of a Subsidiary Guarantor under this Indenture and Indenture, its Subsidiary Guarantee, the Security Documents and the First Lien Intercreditor Agreement; (iv) to provide for uncertificated Securities Notes in addition to or in place of certificated Securities; Notes, provided, however, that the uncertificated Securities Notes are issued in registered form for purposes of Section 163(f) of the Code Code, or in a manner such that the uncertificated Securities Notes are described in Section 163(f)(2)(B) of the Code; (v) to add a conform the text of this Indenture, the Notes, the Subsidiary Guarantee with respect Guarantees, the Security Documents or the First Lien Intercreditor Agreement to any provision of the “Description of Senior Secured Notes” in the Offering Memorandum to the Securities extent that such provision in this Indenture, the Notes, the Subsidiary Guarantees, the Security Documents or the First Lien Intercreditor Agreement, as applicable, was intended by the Issuers to secure be a verbatim recitation of a provision in the Securities“Description of Senior Secured Notes” in the Offering Memorandum, as stated in an Officer’s Certificate; (vi) to add additional assets as Collaterala Subsidiary Guarantee or collateral with respect to the Notes; (vii) to release or subordinate Collateral from the Lien securing the Securities pursuant to the Security Documents when as permitted or required by this Indenture, the Security Documents or any the First Lien Intercreditor Agreement; (viii) to add additional secured creditors holding other First-Priority Obligations or Junior Lien Obligations so long as such obligations are not prohibited by this Indenture; (ix) to add to the covenants of the Issuer Issuers for the benefit of the Holders holders or to surrender any right or power herein conferred upon the Issuer; (ix) to modify the Security Documents and/or any Intercreditor Agreements, to secure other First Priority Lien Obligations and/or second priority secured obligations of the Issuer or any Subsidiary Guarantor (including, without limitation, any Other Second-Lien Obligations) so long as such other First Priority Lien Obligations and/or second priority secured obligations (including, without limitation, any Other Second-Lien Obligations) are not prohibited by the provisions of the Credit Agreements, the Existing Second Priority Notes Indentures, this Indenture, the First Priority Dollar Notes Indentures or First Priority Euro Notes IndentureIssuers; (x) to comply with any requirement of the SEC in connection with qualifying or maintaining the qualification of of, this Indenture under the TIA (if the Issuers elect to qualify this Indenture under the TIA); (xi) to make any change that does not adversely affect the rights of any Holder;holder in any material respect; or (xii) to effect any provision of this Indenture or to make certain changes to this Indenture to provide for the issuance of Additional Securities; (xiii) to provide for the issuance of the Exchange Securities or the Additional SecuritiesNotes, which shall have terms substantially identical in all material respects to the Original SecuritiesInitial Notes, and which shall be treated, together with any outstanding Original SecuritiesInitial Notes, as a single issue of securities; or. (xivb) The First Lien Intercreditor Agreement may be amended without notice to conform the text of this Indenture or the Securities to consent of any provision of holder, the “Description of First Priority Notes” section of the Offering Memorandum to the extent that such a provision in the “Description of First Priority Notes” section of the Offering Memorandum was intended to be a verbatim recitation of a provision to comply with any requirements of this Indenture Trustee or the Securities. First-Priority Collateral Agent in connection with the permitted entry into the First Lien Intercreditor Agreement of any class of additional secured creditors holding other First-Priority Obligations. (c) After an amendment under this Section 9.01 becomes effective, the Issuer Issuers shall mail mail, or otherwise deliver in accordance with the procedures of the Depository, to the Holders holders a notice briefly describing such amendment. The failure to give such notice to all Holdersholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.01.

Without Consent of the Holders. The Issuer and Issuers, the Guarantors (with respect to a Guarantee or this Indenture to which it is a party), the Trustee and/or the Collateral Trustee may amend or supplement this Indenture, any Guarantee, the Securities, the Intercreditor Agreements and any Security Document or any Intercreditor Agreement with respect to without the Securities without notice to or consent of any Holder: (i) to cure any ambiguity, omission, mistake, defect or inconsistencyinconsistency as provided to the Trustee in an Officer's Certificate; (ii) to provide for the assumption by a Successor Company of the obligations of the Issuer under this Indenture and the Securities; (iii) to provide for the assumption by a Successor Subsidiary Guarantor of the obligations of a Subsidiary Guarantor under this Indenture and its Subsidiary Guarantee; (iv) to provide for uncertificated Securities of such series in addition to or in place of certificated Securities; provided, however, that ; (iii) to comply with the uncertificated Securities are issued in registered form for purposes provisions of Section 163(f5.01 relating to mergers, consolidations and sales of assets; (iv) to provide for the assumption of the Code Issuers' or any Guarantor's obligations to the Holders in a manner such transaction that the uncertificated Securities are described in complies with Section 163(f)(2)(B) of the Code5.01; (v) to add a Subsidiary Guarantee with respect make any change that would provide any additional rights or benefits to the Securities Holders or to secure that does not adversely affect the Securitiesrights of any Holder under this Indenture; (vi) to add additional assets as Collateral; (vii) to release Collateral from the Lien securing the Securities pursuant to the Security Documents when permitted or required by this Indenture, the Security Documents or any Intercreditor Agreement; (viii) to add to the covenants of the Issuer for the benefit of the Holders or to surrender any right or power herein conferred upon the IssuerIssuers or any Guarantor; (ixvii) to modify add a Guarantor under this Indenture or to release a Guarantor in accordance with the Security Documents and/or any Intercreditor Agreements, to secure other First Priority Lien Obligations and/or second priority secured obligations terms of the Issuer or any Subsidiary Guarantor (including, without limitation, any Other Second-Lien Obligations) so long as such other First Priority Lien Obligations and/or second priority secured obligations (including, without limitation, any Other Second-Lien Obligations) are not prohibited by the provisions of the Credit Agreements, the Existing Second Priority Notes Indentures, this Indenture, the First Priority Dollar Notes Indentures or First Priority Euro Notes Indenture; (x) to comply with any requirement of the SEC in connection with qualifying or maintaining the qualification of this Indenture under the TIA; (xiviii) to make any change amendment to the provisions of this Indenture relating to the transfer and legending of Securities as permitted by this Indenture, including, without limitation to facilitate the issuance and administration of the Securities; provided, however, that (i) compliance with this Indenture as so amended would not result in Securities being transferred in violation of the Securities Act or any applicable securities law and (ii) such amendment does not adversely affect the rights of Holders to transfer Securities; (ix) (A) to enter into additional or supplemental Security Documents or otherwise add Collateral to further secure the Securities or any HolderGuarantees or any other Obligations under this Indenture or (B) to make, complete or confirm any grant of Collateral permitted or required by this Indenture or any of the Security Documents or any release, termination or discharge of all or any portion of the Collateral that becomes effective as set forth in this Indenture or any of the Security Documents; (x) evidence and provide for the acceptance and appointment under this Indenture or the Intercreditor Agreements of a successor Trustee or successor Collateral Trustee pursuant to the requirements thereof or to provide for the accession by the Trustee or the Collateral Trustee, as applicable, to this Indenture, the Intercreditor Agreements or any Security Document; (xi) provide for the release of Collateral from the Lien, or the subordination of such Lien, permitted by the Indenture and the Security Documents or required by any Intercreditor Agreement, as the case may be; (xii) (i) join any party to effect any provision Intercreditor Agreement to the extent permitted or required by the terms of this Indenture or required by the terms of such Intercreditor Agreement in connection with the ABL Credit Agreement, (ii) to make certain changes to effect the issuance, entry into, refinancing, extension, renewal or replacement of any ABL Obligations permitted by this Indenture or (iii) to provide for supplement any schedules to any Security Document to the issuance extent permitted or required by the terms thereof or by the terms of Additional Securities;this Indenture; or (xiii) to provide for the issuance of the Exchange Securities add any First Lien Obligations or the Additional SecuritiesABL Obligations, which shall have terms substantially identical in all material respects to the Original Securitieseach case, and which shall be treated, together with any outstanding Original Securities, as a single issue of securities; or (xiv) to conform the text of this Indenture or the Securities to any provision of the “Description of First Priority Notes” section of the Offering Memorandum to the extent that such a provision in permitted under this Indenture, or the “Description of First Priority Notes” section of Intercreditor Agreements, on the Offering Memorandum was intended to be a verbatim recitation of a provision to comply with any requirements terms set forth therein and the terms of this Indenture or the SecuritiesIndenture. After an amendment under this Section 9.01 becomes effective, the Issuer Issuers shall mail or otherwise send in accordance with the procedures of the Depositary to the Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.01.

Without Consent of the Holders. The Issuer Company, the Collateral Agent and the Trustee may amend this Indenture, the SecuritiesNotes, the Intercreditor Agreement or any Security Document or any Intercreditor Agreement with respect to the Securities without notice to or consent of any Holder: (i) to cure any ambiguity, omission, defect defect, mistake or inconsistency; (ii) to provide for the assumption by a Successor Company of the obligations of the Issuer under this Indenture and the Securitiescomply with Article V; (iii) to provide for the assumption by a Successor Subsidiary Guarantor of the obligations of a Subsidiary Guarantor under this Indenture and its Subsidiary Guarantee; (iv) to provide for uncertificated Securities Notes in addition to or in place of certificated SecuritiesNotes; provided, however, that the uncertificated Securities Notes are issued in registered form for purposes of Section 163(f) of the Code Code, or in a manner such that the uncertificated Securities Notes are described in Section 163(f)(2)(B) of the Code; (viv) to add a Subsidiary Note Guarantee with respect to the Securities or Notes; (v) to secure the Securities; (vi) Notes and the Note Guarantees, to add additional assets as Collateral; (vii) , to release Collateral from the Lien securing the Securities pursuant to the Security Documents when as permitted or required by under this Indenture, the Security Documents or any the Intercreditor AgreementAgreement and to add additional secured creditors holding Other First Priority Obligations, Other Pari Passu Obligations, Junior Lien Obligations, ABL Obligations or additional First Priority Lien Obligations so long as such obligations are not prohibited by this Indenture or the Security Documents; (viiivi) to amend, modify or enter into this Indenture, the Security Documents or the Intercreditor Agreement in connection with the Transactions (including with respect to entry into the ABL Facility); (vii) to add to the covenants of the Issuer Company for the benefit of the Holders or to surrender any right or power herein conferred upon the IssuerCompany; (ix) to modify the Security Documents and/or any Intercreditor Agreements, to secure other First Priority Lien Obligations and/or second priority secured obligations of the Issuer or any Subsidiary Guarantor (including, without limitation, any Other Second-Lien Obligations) so long as such other First Priority Lien Obligations and/or second priority secured obligations (including, without limitation, any Other Second-Lien Obligations) are not prohibited by the provisions of the Credit Agreements, the Existing Second Priority Notes Indentures, this Indenture, the First Priority Dollar Notes Indentures or First Priority Euro Notes Indenture; (xviii) to comply with any requirement of (A) the SEC Commission in connection with qualifying qualifying, or maintaining the qualification of of, this Indenture under the TIATIA or (B) the Intercreditor Agreement; (xiix) to make any change that does not adversely affect the rights of any Holder;; or (xii) to effect any provision of this Indenture or to make certain changes to this Indenture to provide for the issuance of Additional Securities; (xiiix) to provide for the issuance of the Exchange Securities or the any Additional SecuritiesNotes, which shall have terms substantially identical in all material respects to the Original SecuritiesNotes, and which shall be treated, together with any outstanding Original SecuritiesNotes, as a single issue of securities; or (xiv) . In addition, pursuant to conform the text of this Indenture Intercreditor Agreement, any amendment, waiver or the Securities consent to any provision of the “Description of collateral documents with respect to ABL Obligations or First Priority Notes” section of Lien Obligations will also apply automatically to the Offering Memorandum comparable Security Documents with respect to the Notes to the extent that such a provision in the “Description of First Priority Notes” section of the Offering Memorandum was intended to be a verbatim recitation of a provision to comply with any requirements of this Indenture or the Securitiesset forth therein. After an amendment under this Section 9.01 becomes effective, the Issuer Company shall electronically deliver or mail by first-class mail to the respective Holders a notice briefly describing such amendment. The However, the failure to give such notice to all HoldersHolders entitled to receive such notice, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.01.

Without Consent of the Holders. The Issuer and the Trustee may amend this Indenture, the SecuritiesNotes, the Intercreditor Agreement or any Security Document or any Intercreditor Agreement with respect to the Securities without notice to or consent of any Holder: (i) to cure any ambiguity, omission, defect defect, mistake or inconsistency; (ii) to provide for the assumption by a Successor Company of the obligations of the Issuer under this Indenture and the Securitiescomply with Article V; (iii) to provide for the assumption by a Successor Subsidiary Guarantor of the obligations of a Subsidiary Guarantor under this Indenture and its Subsidiary Guarantee; (iv) to provide for uncertificated Securities Notes in addition to or in place of certificated SecuritiesNotes; provided, however, that the uncertificated Securities Notes are issued in registered form for purposes of Section 163(f) of the Code Code, or in a manner such that the uncertificated Securities Notes are described in Section 163(f)(2)(B) of the Code; (viv) to add a Subsidiary Note Guarantee with respect to the Securities or Notes; (v) to secure the Securities; (vi) Notes and the Note Guarantees, to add additional assets as Collateral; (vii) , to release Collateral from the Lien securing the Securities pursuant to the Security Documents when as permitted or required by under this Indenture, the Security Documents or any the Intercreditor AgreementAgreement and to add additional secured creditors holding Other First Priority Obligations, Other Pari Passu Obligations, Junior Lien Obligations, ABL Obligations or additional First Priority Lien Obligations so long as such obligations are not prohibited by this Indenture or the Security Documents; (viiivi) to amend, modify or enter into this Indenture, the Security Documents or the Intercreditor Agreement in connection with the Transactions (including with respect to entry into the ABL Facility); (vii) to add to the covenants of the Issuer for the benefit of the Holders or to surrender any right or power herein conferred upon the Issuer; (ix) to modify the Security Documents and/or any Intercreditor Agreements, to secure other First Priority Lien Obligations and/or second priority secured obligations of the Issuer or any Subsidiary Guarantor (including, without limitation, any Other Second-Lien Obligations) so long as such other First Priority Lien Obligations and/or second priority secured obligations (including, without limitation, any Other Second-Lien Obligations) are not prohibited by the provisions of the Credit Agreements, the Existing Second Priority Notes Indentures, this Indenture, the First Priority Dollar Notes Indentures or First Priority Euro Notes Indenture; (xviii) to comply with any requirement of (A) the SEC Commission in connection with qualifying qualifying, or maintaining the qualification of of, this Indenture under the TIATIA or (B) the Intercreditor Agreement; (xiix) to make any change that does not adversely affect the rights of any Holder;; or (xii) to effect any provision of this Indenture or to make certain changes to this Indenture to provide for the issuance of Additional Securities; (xiiix) to provide for the issuance of the Exchange Securities or the any Additional SecuritiesNotes, which shall have terms substantially identical in all material respects to the Original SecuritiesNotes, and which shall be treated, together with any outstanding Original SecuritiesNotes, as a single issue of securities; or (xiv) . In addition, pursuant to conform the text of this Indenture Intercreditor Agreement, any amendment, waiver or the Securities consent to any provision of the “Description of collateral documents with respect to ABL Obligations or First Priority Notes” section of Lien Obligations will also apply automatically to the Offering Memorandum comparable Security Documents with respect to the Notes to the extent that such a provision in the “Description of First Priority Notes” section of the Offering Memorandum was intended to be a verbatim recitation of a provision to comply with any requirements of this Indenture or the Securitiesset forth therein. After an amendment under this Section 9.01 becomes effective, the Issuer shall electronically deliver or mail by first-class mail to the respective Holders a notice briefly describing such amendment. The However, the failure to give such notice to all HoldersHolders entitled to receive such notice, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.01.

Without Consent of the Holders. (a) The Issuer Issuers and the Trustee may amend this Indenture, the Securities, any Security Document or any Intercreditor Agreement with respect to Notes and the Securities Subsidiary Guarantees without notice to or consent of any Holderholder: (i) to cure any ambiguity, omission, mistake, defect or inconsistency; (ii) to provide for the assumption by a Successor Company Holdco (with respect to an Issuer) of the obligations of the an Issuer under this Indenture and the SecuritiesNotes; (iii) to provide for the assumption by a Successor Subsidiary Guarantor (with respect to any Subsidiary Guarantor), as the case may be, of the obligations of a Subsidiary Guarantor under this Indenture and its Subsidiary Guarantee; (iv) to provide for uncertificated Securities Notes in addition to or in place of certificated Securities; Notes, provided, however, that the uncertificated Securities Notes are issued in registered form for purposes of Section 163(f) of the Code Code, or in a manner such that the uncertificated Securities notes are described in Section 163(f)(2)(B) of the Code; (v) to add a conform the text of this Indenture, the Notes or the Subsidiary Guarantee with respect Guarantees to any provision of the “Description of Notes” in the Offering Memorandum to the Securities extent that such provision in this Indenture, the Notes or the Subsidiary Guarantees was intended by the Issuers to secure be verbatim recitation of a provision in the Securities“Description of Notes” in the Offering Memorandum, as stated in an Officers’ Certificate; (vi) to add additional assets as Collateral;a guarantee or obligor with respect to the Notes, (vii) to release Collateral from secure the Lien securing the Securities pursuant to the Security Documents when permitted or required by this Indenture, the Security Documents or any Intercreditor AgreementNotes; (viii) to release a Subsidiary Guarantee as permitted by this Indenture; (ix) [intentionally omitted]; (x) to add to the covenants of the Issuer Issuers for the benefit of the Holders holders or to surrender any right or power herein conferred upon the IssuerIssuers; (ix) to modify the Security Documents and/or any Intercreditor Agreements, to secure other First Priority Lien Obligations and/or second priority secured obligations of the Issuer or any Subsidiary Guarantor (including, without limitation, any Other Second-Lien Obligations) so long as such other First Priority Lien Obligations and/or second priority secured obligations (including, without limitation, any Other Second-Lien Obligations) are not prohibited by the provisions of the Credit Agreements, the Existing Second Priority Notes Indentures, this Indenture, the First Priority Dollar Notes Indentures or First Priority Euro Notes Indenture; (xxi) to comply with any requirement of the SEC in connection with qualifying or maintaining the qualification of of, this Indenture under the TIA; (xixii) to make any change that does not adversely affect the rights of any Holder; (xii) to effect any provision of this Indenture or to make certain changes to this Indenture to provide for the issuance of Additional Securities;holder; or (xiii) to provide for the issuance of the Additional Notes or Exchange Securities or the Additional SecuritiesNotes, which shall have terms substantially identical in all material respects to the Original SecuritiesInitial Notes, and which shall be treated, together with any outstanding Original SecuritiesInitial Notes, as a single issue of securities; or. (xivb) to conform the text of this Indenture or the Securities to any provision of the “Description of First Priority Notes” section of the Offering Memorandum to the extent that such a provision in the “Description of First Priority Notes” section of the Offering Memorandum was intended to be a verbatim recitation of a provision to comply with any requirements of this Indenture or the Securities. [Intentionally Omitted]. (c) After an amendment under this Section 9.01 becomes effective, the Issuer Issuers shall mail mail, or otherwise deliver in accordance with the procedures of the Depository, to the Holders holders a notice briefly describing such amendment. The failure to give such notice to all Holdersholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.01.

Without Consent of the Holders. The Issuer and Issuer, the Guarantors, the Trustee and, if applicable, the Collateral Agent may amend this Indenture, the SecuritiesNotes, any Security Document or any the Junior Priority Intercreditor Agreement with respect to the Securities Agreements without notice to or consent of any Holder: (i) to cure any ambiguity, omission, defect defect, mistake or inconsistency; (ii) to provide for the assumption by a Successor Company of the obligations of the Issuer under this Indenture and the Securitiescomply with Article 5; (iii) to provide for the assumption by a Successor Subsidiary Guarantor of the obligations of a Subsidiary Guarantor under this Indenture and its Subsidiary Guarantee; (iv) to provide for uncertificated Securities Notes in addition to or in place of certificated Securities; Notes (provided, however, that the uncertificated Securities Notes are issued in registered form for purposes of Section 163(f) of the Code or in a manner such that Code); (iv) to add additional Guarantees with respect to the uncertificated Securities are described in Section 163(f)(2)(B) of the CodeNotes ; (v) to add a Subsidiary Guarantee with respect to the Securities additional secured creditors holding Junior Priority Obligations, First Priority Lien Obligations or to secure the SecuritiesOther Pari Passu Lien Obligations, in each case so long as such obligations are not prohibited by this Indenture; (vi) to add additional assets as Collateral; (vii) to release Collateral from the Lien securing the Securities pursuant to the Security Documents when permitted or required by this Indenture, the Security Documents or any Intercreditor Agreement; (viii) to add to the covenants of the Issuer Hexion or any Restricted Subsidiaries for the benefit of the Holders or to surrender any right or power herein conferred upon the IssuerIssuer or any Guarantor; (ix) to modify the Security Documents and/or any Intercreditor Agreements, to secure other First Priority Lien Obligations and/or second priority secured obligations of the Issuer or any Subsidiary Guarantor (including, without limitation, any Other Second-Lien Obligations) so long as such other First Priority Lien Obligations and/or second priority secured obligations (including, without limitation, any Other Second-Lien Obligations) are not prohibited by the provisions of the Credit Agreements, the Existing Second Priority Notes Indentures, this Indenture, the First Priority Dollar Notes Indentures or First Priority Euro Notes Indenture; (xvii) to comply with any requirement of the SEC in connection with qualifying or maintaining the qualification of this Indenture under the TIA (if the Issuer elects to qualify this Indenture under the TIA); (xiviii) to make any change that does not adversely affect the rights of any Holder; (xii) to effect any provision of this Indenture or to make certain changes to this Indenture to provide for the issuance of Additional Securities; (xiii) to provide for the issuance of the Exchange Securities or the Additional Securities, which shall have terms substantially identical in all material respects to the Original Securities, and which shall be treated, together with any outstanding Original Securities, as a single issue of securities; or (xivix) to conform the text of this Indenture Indenture, the Notes, the Security Documents, or the Securities Junior Priority Intercreditor Agreements, to any provision of the “Description of First Priority the Notes” section of in the Offering Memorandum Circular to the extent that such a provision in the such “Description of First Priority the Notes” section of the Offering Memorandum was intended by the Issuer to be a verbatim recitation of a provision of this Indenture, the Notes, the Security Documents or the Junior Priority Intercreditor Agreements, as stated in an Officers’ Certificate; (x) to comply with provide for the issuance of Additional Notes; (xi) to make any requirements amendment to the provisions of this Indenture relating to the transfer and legending of Notes; provided, however, that (a) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any other applicable securities law and (b) such amendment does not materially and adversely affect the rights of holders to transfer Notes; (xii) to secure the Notes or to add additional assets as Collateral; or (xiii) to release Collateral from the Lien pursuant to this Indenture, the Security Documents and the Junior Priority Intercreditor Agreements when permitted or required by this Indenture, the Security Documents or the SecuritiesJunior Priority Intercreditor Agreements. After an amendment under this Section 9.01 becomes effective, the Issuer shall mail send to the respective Holders a notice briefly describing such amendment. The failure to give such notice to all HoldersHolders entitled to received such notice, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.01. In addition, to the extent permitted by Junior Priority Intercreditor Agreements, any amendment, waiver or consent to any of the collateral documents with respect to the First Priority Lien Obligations shall apply automatically to the comparable Security Documents with respect to the Notes in respect of such Collateral.

Without Consent of the Holders. The Issuer and Issuer, the Subsidiary Guarantors, the Trustee and, if applicable, the Collateral Trustee may amend or supplement this Indenture, the SecuritiesNotes, any the Guarantees, the Security Document or any Documents, the Intercreditor Agreement with respect to or the Securities Collateral Trust Agreement without notice to or consent of any Holder: (i) to cure any ambiguity, omission, defect or inconsistency; (ii) to provide for the assumption by a Successor Company uncertificated Notes in addition to or in place of the obligations of the Issuer under this Indenture and the Securitiescertificated Notes; (iii) to provide for the assumption by a Successor Subsidiary Guarantor of the Issuer’s or any Subsidiary Guarantor’s obligations to Holders in the case of a merger or consolidation or sale of all or substantially all of the Issuer’s or Subsidiary Guarantor under this Indenture and its Subsidiary GuaranteeGuarantor’s assets, as applicable, pursuant to Article 5; (iv) to provide for uncertificated Securities in addition to or in place of certificated Securities; provided, however, that the uncertificated Securities are issued in registered form for purposes of Section 163(f) add a Guarantee of the Code Notes or in a manner such that to add Collateral for the uncertificated Securities are described in Section 163(f)(2)(B) benefit of the CodeNotes or the Guarantees; (v) to add a Subsidiary Guarantee with respect to the Securities or to secure the Securities; (vi) to add additional assets as Collateral; (vii) to release Collateral from the Lien securing the Securities pursuant to the Security Documents when permitted or required by this Indenture, the Security Documents or any Intercreditor Agreement; (viii) to add to the covenants of the Issuer for the benefit of the Holders or to surrender any right or power herein conferred upon the Issuer; (ix) to modify the Security Documents and/or any Intercreditor Agreements, to secure other First Priority Lien Obligations and/or second priority secured obligations of the Issuer or any Subsidiary Guarantor (including, without limitation, any Other Second-Lien Obligations) so long as such other First Priority Lien Obligations and/or second priority secured obligations (including, without limitation, any Other Second-Lien Obligations) are not prohibited by the provisions of the Credit Agreements, the Existing Second Priority Notes Indentures, this Indenture, the First Priority Dollar Notes Indentures or First Priority Euro Notes Indenture; (xvi) to comply with any requirement requirements of the SEC Commission in connection with qualifying order to effect or maintaining maintain the qualification of this Indenture under the TIATrust Indenture Act; (xivii) 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 such Holder; (xiiviii) to effect any provision of this Indenture or to make certain changes to this Indenture to provide for the issuance of Additional SecuritiesNotes in compliance with this Indenture and the Registration Rights Agreement, as applicable; (xiii) to provide for the issuance of the Exchange Securities or the Additional Securities, which shall have terms substantially identical in all material respects to the Original Securities, and which shall be treated, together with any outstanding Original Securities, as a single issue of securities; or (xivix) to conform the text of this Indenture or Indenture, the Securities Guarantees, the Notes, the Security Documents, the Intercreditor Agreement and the Collateral Trust Agreement to any provision of the “Description of First Priority Notes” section of the Offering Memorandum to the extent that such a provision in the “Description of First Priority the Notes” section contained in the Prospectus to the extent that such provision in the “Description of the Offering Memorandum Notes” was intended to be a verbatim recitation of a provision to comply with any requirements of this Indenture Indenture, the Guarantees, the Notes, the Security Documents, the Intercreditor Agreement or the SecuritiesCollateral Trust Agreement; (x) to enter into additional or supplemental Security Documents and to add any Permitted Second Lien Obligation to the Security Documents and the Intercreditor Agreement on the terms set forth therein; (xi) to release or add Collateral in accordance with the terms of this Indenture, the Security Documents, the Intercreditor Agreement or the Collateral Trust Agreement; or (xii) to allow any Subsidiary Guarantor to execute a supplemental indenture and/or a Guarantee with respect to the guarantee of the Notes. After an amendment under this Section 9.01 becomes effective, the Issuer shall mail to the Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.01.

Without Consent of the Holders. (a) The Issuer Issuers, the Guarantors (as applicable) and the Trustee may amend this Indenturethe Secured Notes Intercreditor Agreement, the SecuritiesFirst-Priority Intercreditor Agreement, the Junior Lien Intercreditor Agreement, any Security Document or any Other Intercreditor Agreement with respect to and the Securities Note Documents without notice to or consent of any Holder: (i) to cure any ambiguity, omission, defect or inconsistency; (ii) to provide for the assumption by a Successor Company or Successor Co-Issuer of the obligations of the Issuer Issuers under this Indenture and the Securities; (iii) to provide for the assumption by a Successor Subsidiary Guarantor of the obligations of a Subsidiary Guarantor under this Indenture and its Subsidiary Note Guarantee; (iv) to comply with Article 5; (v) to provide for uncertificated Securities in addition to or in place of certificated Securities; provided, however, that the uncertificated Securities are issued in registered form for purposes of Section 163(f) of the Code or in a manner such that the uncertificated Securities are described in Section 163(f)(2)(B) of the Code; (v) to add a Subsidiary Guarantee with respect to the Securities or to secure the Securities; (vi) to add additional assets as Collateral; (vii) to release Collateral from the Lien securing the Securities pursuant to this Indenture and the Security Documents when permitted or required by this Indenture, Indenture or the Security Documents or any Intercreditor AgreementDocuments; (viii) to add additional Note Guarantees with respect to the Securities or to secure the Securities; (ix) to add to the covenants of the Issuer Issuers for the benefit of the Holders or to surrender any right or power herein conferred upon the Issuer; (ix) to modify the Security Documents and/or any Intercreditor Agreements, to secure other First Priority Lien Obligations and/or second priority secured obligations of the Issuer or any Subsidiary Guarantor (including, without limitation, any Other Second-Lien Obligations) so long as such other First Priority Lien Obligations and/or second priority secured obligations (including, without limitation, any Other Second-Lien Obligations) are not prohibited by the provisions of the Credit Agreements, the Existing Second Priority Notes Indentures, this Indenture, the First Priority Dollar Notes Indentures or First Priority Euro Notes IndentureIssuers; (x) to comply with any requirement of the SEC in connection with qualifying the qualification or maintaining the qualification of this Indenture under the TIATIA to effect any provision of this Indenture; (xi) to make any change that does not adversely affect the rights of any Holder;; or (xii) to effect any provision of this Indenture or to make certain changes to this Indenture to provide for the issuance of Additional Securities; (xiii) to provide for the issuance of the Exchange Securities or the Additional Securities, which shall have terms substantially identical in all material respects to the Original Initial Securities, and which shall be treated, together with any outstanding Original Initial Securities, as a single issue of securities; or (xiv) . In addition, without notice to conform or consent of any Holder, the text Secured Notes Intercreditor Agreement, the First-Priority Intercreditor Agreement, the Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement and the Security Documents may be amended to reflect the addition of this Indenture or the Securities to any provision holders of the “Description of First Priority Notes” section of the Offering Memorandum additional Secured Indebtedness to the extent that the grant of Liens to secure such a provision in the “Description of First Priority Notes” section of the Offering Memorandum was intended to be a verbatim recitation of a provision to comply with any requirements of Indebtedness is permitted by this Indenture or the Securities. Indenture. (b) After an amendment under this Section 9.01 becomes effective, the Issuer Issuers shall mail to the Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.01.

Without Consent of the Holders. (a) The Issuer Company, the Guarantors, the Trustee and the Trustee Notes Collateral Agent may amend this Indenture, the SecuritiesNotes, any Security Document or any the Intercreditor Agreement with respect to the Securities without notice to or consent of any Holder: (i) to cure any ambiguity, omission, defect defect, mistake or inconsistency; (ii) to provide for conform the assumption by a Successor Company text of this Indenture, the Guarantees, the Security Documents or the Notes to any provision of this “Description of the obligations Notes” to the extent that such provision in this Indenture, the Guarantees, the Security Documents or the Notes was intended to be a substantially verbatim recitation of a provision of the Issuer under this Indenture and “Description of the SecuritiesNotes” in the Offering Circular (based on an Officer’s Certificate to such effect); (iii) to provide for the assumption by a Successor Subsidiary Guarantor of the obligations of a Subsidiary Guarantor under this Indenture and its Subsidiary Guaranteecomply with Article 5; (iv) to provide for uncertificated Securities Notes in addition to or in place of certificated SecuritiesNotes; provided, however, that the uncertificated Securities Notes are issued in registered form for purposes of Section 163(f) of the Code or in a manner such that the uncertificated Securities Notes are described in Section 163(f)(2)(B) of the Code; (v) to add a Subsidiary Guarantee additional Guarantees with respect to the Securities or to secure the SecuritiesNotes; (vi) to secure the Notes or to add additional assets as Collateral; (vii) to release Collateral from the Lien securing the Securities or any Guarantor from its Guarantee, in each case pursuant to this Indenture, the Security Documents and the Intercreditor Agreement when permitted or required by this Indenture, Indenture or the Security Documents or any Intercreditor AgreementDocuments; (viii) to add to the covenants of the Issuer Company or any Restricted Subsidiary for the benefit of the Holders or to surrender any right or power herein conferred upon the IssuerCompany or any Guarantor; (ix) to modify make any change that does not adversely affect the Security Documents and/or rights of any Intercreditor Agreements, to secure other First Priority Lien Obligations and/or second priority secured obligations of the Issuer or any Subsidiary Guarantor (including, without limitation, any Other Second-Lien Obligations) so long as such other First Priority Lien Obligations and/or second priority secured obligations (including, without limitation, any Other Second-Lien Obligations) are not prohibited by the provisions of the Credit Agreements, the Existing Second Priority Notes Indentures, this Indenture, the First Priority Dollar Notes Indentures or First Priority Euro Notes IndentureHolder; (x) to comply with any requirement of the SEC in connection with qualifying or maintaining the qualification of this Indenture under the TIA; (xi) to make any change that does not adversely affect the rights of any Holder; (xii) to effect any provision of this Indenture or to make certain changes to this Indenture to provide for the issuance of Additional Securities; (xiii) to provide for the issuance of the Exchange Securities or the Additional SecuritiesNotes, which which, except as otherwise provided herein, shall have terms substantially identical in all material respects to the Original SecuritiesInitial Notes; (xii) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes; provided, however, that (i) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any other applicable securities law and which shall be treated, together with any outstanding Original Securities, as a single issue (ii) such amendment does not materially and adversely affect the rights of securitiesholders to transfer Notes; or (xivxiii) except as provided in clause (x) of Section 9.02, to conform amend the text Intercreditor Agreement in accordance with the provisions thereof; provided, however, that the Company has delivered to the Trustee (and to the Notes Collateral Agent, if applicable) an Opinion of Counsel and an Officer’s Certificate, each reasonably satisfactory to the Trustee and each stating that such amendment or supplement complies with the provisions of this Section 9.01 and covering the matters set forth in Sections 13.04 and 13.05. The Intercreditor Agreement may be amended from time to time with the consent of certain parties thereto. In addition, the Company may designate, without the consent of the Notes Collateral Agent or Bank Collateral Agent, additional obligations as Other Pari Passu Lien Obligations or other obligations in respect of an ABL Facility only if (x) the incurrence of such obligations is permitted under each of the ABL Facility, the Indenture, any existing debt documents entered into in connection with Other Pari Passu Lien Obligations and the Intercreditor Agreement, and (y) the Company shall have delivered an Officer’s Certificate to each of the Trustee, the Notes Collateral Agent and the Bank Collateral Agent certifying to such effect. If so permitted, the Company shall (i) notify each such Trustee and collateral agent (or other applicable party) in writing of such designation and (ii) cause the (1) applicable administrative agent or collateral agent for the additional Other Pari Passu Lien Obligations or (2) the collateral agent for the new ABL Facility, as applicable, to execute and deliver to the Notes Collateral Agent and the Bank Collateral Agent (and each other applicable collateral agent or trustee), a joinder agreement to the Intercreditor Agreement. Any such additional party and the Bank Collateral Agent, the Trustee and the Notes Collateral Agent shall be entitled to rely upon a certificate delivered by an officer of the Company certifying that such Other Pari Passu Lien Obligations or Lenders Debt, as the case may be, were issued or borrowed in compliance with the ABL Facility and the Indenture and the Security Documents. Any amendment of the Intercreditor Agreement that is proposed to be effected without the consent of the Bank Collateral Agent or the Securities Notes Collateral Agent will be submitted to any provision of the “Description of First Priority Notes” section of the Offering Memorandum such Person for its review at least 5 Business Days prior to the extent that proposed effectiveness of such a provision in the “Description of First Priority Notes” section of the Offering Memorandum was intended to be a verbatim recitation of a provision to comply with any requirements of this Indenture or the Securitiesamendment. After an amendment under this Section 9.01 becomes effective, the Issuer Company shall mail provide to the Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.01.

Without Consent of the Holders. (a) The Issuer Issuers and the Trustee may amend this Indenture, the Securities, any Security Document or any Intercreditor Agreement with respect to Notes and the Securities Subsidiary Guarantees without notice to or consent of any Holderholder: (i) to cure any ambiguity, omission, defect or inconsistency; (ii) to provide for the assumption by a Successor Company (with respect to an Issuer) of the obligations of the an Issuer under this Indenture and the SecuritiesNotes; (iii) to provide for the assumption by a Successor Subsidiary Guarantor (with respect to any Subsidiary Guarantor), as the case may be, of the obligations of a Subsidiary Guarantor under this Indenture and its Subsidiary Guarantee; (iv) to provide for uncertificated Securities Notes in addition to or in place of certificated Securities; Notes, provided, however, that the uncertificated Securities Notes are issued in registered form for purposes of Section 163(f) of the Code Code, or in a manner such that the uncertificated Securities notes are described in Section 163(f)(2)(B) of the Code; (v) to conform the text of this Indenture, the Notes or the Subsidiary Guarantees to any provision of the “Description of Notes” in the Offering Memorandum to the extent that such provision in this Indenture, the Notes or the Subsidiary Guarantees was intended by the Issuers to be verbatim recitation of a provision in the “Description of Notes” in the Offering Memorandum, as stated in an Officers’ Certificate; (vi) to add a Subsidiary Guarantee with respect to the Securities or to secure the Securities; (vi) to add additional assets as Collateral;Notes, (vii) to release Collateral from the Lien securing the Securities pursuant to the Security Documents when permitted or required by this Indenture, the Security Documents or any Intercreditor Agreement[intentionally omitted]; (viii) to release a Subsidiary Guarantee as permitted by this Indenture; (ix) [intentionally omitted]; (x) to add to the covenants of the Issuer Issuers for the benefit of the Holders holders or to surrender any right or power herein conferred upon the IssuerIssuers; (ix) to modify the Security Documents and/or any Intercreditor Agreements, to secure other First Priority Lien Obligations and/or second priority secured obligations of the Issuer or any Subsidiary Guarantor (including, without limitation, any Other Second-Lien Obligations) so long as such other First Priority Lien Obligations and/or second priority secured obligations (including, without limitation, any Other Second-Lien Obligations) are not prohibited by the provisions of the Credit Agreements, the Existing Second Priority Notes Indentures, this Indenture, the First Priority Dollar Notes Indentures or First Priority Euro Notes Indenture; (xxi) to comply with any requirement of the SEC in connection with qualifying or maintaining the qualification of of, this Indenture under the TIA; (xixii) to make any change that does not adversely affect the rights of any Holder; (xii) to effect any provision of this Indenture or to make certain changes to this Indenture to provide for the issuance of Additional Securities;holder; or (xiii) to provide for the issuance of the Additional Notes or Exchange Securities or the Additional SecuritiesNotes, which shall have terms substantially identical in all material respects to the Original SecuritiesInitial Notes, and which shall be treated, together with any outstanding Original SecuritiesInitial Notes, as a single issue of securities; or. (xivb) to conform the text of this Indenture or the Securities to any provision of the “Description of First Priority Notes” section of the Offering Memorandum to the extent that such a provision in the “Description of First Priority Notes” section of the Offering Memorandum was intended to be a verbatim recitation of a provision to comply with any requirements of this Indenture or the Securities. [Intentionally Omitted]. (c) After an amendment under this Section 9.01 becomes effective, the Issuer Issuers shall mail mail, or otherwise deliver in accordance with the procedures of the Depository, to the Holders holders a notice briefly describing such amendment. The failure to give such notice to all Holdersholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.01.

Without Consent of the Holders. The Issuer Issuer, any Guarantor (with respect to a Guarantee or this Indenture to which it is a party), the Trustee and the Trustee Collateral Agent may amend or supplement this Indenture, any Guarantee, the SecuritiesNotes, any intercreditor agreement and/or the Security Document or any Intercreditor Agreement with respect to Documents without the Securities without notice to or consent of any Holder: (i) to cure any ambiguity, omission, mistake, defect or inconsistencyinconsistency as certified by Parent; (ii) to provide for the assumption by a Successor Company uncertificated Notes of the obligations of the Issuer under this Indenture and the Securities; (iii) to provide for the assumption by a Successor Subsidiary Guarantor of the obligations of a Subsidiary Guarantor under this Indenture and its Subsidiary Guarantee; (iv) to provide for uncertificated Securities such series in addition to or in place of certificated Securities; provided, however, Notes (provided that the uncertificated Securities Notes are issued in registered form for purposes of Section 163(f) of the Code Code); (iii) to comply with the covenant relating to mergers, consolidations and sales of assets; (iv) to provide for the assumption of the Issuer’s or any Guarantor’s obligations to the Holders in a manner such transaction that the uncertificated Securities are described in Section 163(f)(2)(B) of the Codecomplies with this Indenture; (v) to add a Subsidiary Guarantee with respect make any change that would provide any additional rights or benefits to the Securities Holders or to secure that does not adversely affect the Securitieslegal rights under this Indenture of any such Holder; (vi) to add additional assets as Collateral; (vii) to release Collateral from the Lien securing the Securities pursuant to the Security Documents when permitted or required by this Indenture, the Security Documents or any Intercreditor Agreement; (viii) to add to the covenants of the Issuer for the benefit of the Holders or to surrender any right or power herein conferred upon the IssuerIssuer or any Guarantor; (vii) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee, Paying Agent, Registrar or Authenticating Agent hereunder pursuant to the requirements hereof; (viii) to add a Guarantor under this Indenture or to release a Guarantor in accordance with the terms of this Indenture and to provide for any local law restrictions required by the jurisdiction of organization of such Guarantor; (ix) to modify conform the Security Documents and/or any Intercreditor Agreements, to secure other First Priority Lien Obligations and/or second priority secured obligations text of the Issuer or any Subsidiary Guarantor (including, without limitation, any Other Second-Lien Obligations) so long as such other First Priority Lien Obligations and/or second priority secured obligations (including, without limitation, any Other Second-Lien Obligations) are not prohibited by the provisions of the Credit Agreements, the Existing Second Priority Notes Indentures, this Indenture, the First Priority Dollar Guarantees, the Notes Indentures or First Priority Euro the Security Documents to any provision of the Offering Memorandum under the caption “Description of the New Notes” to the extent that such provision in the “Description of the New Notes” was intended to be a ​ verbatim recitation of a provision of this Indenture, the Guarantees, the Notes Indentureor the Security Documents as certified by Parent; (x) to comply with any requirement provide for the issuance of the SEC in connection with qualifying or maintaining the qualification of Additional Notes permitted to be incurred under this Indenture under the TIAIndenture; (xi) to make any change amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation to facilitate the issuance of the Notes and administration of this Indenture; provided, however, that (i) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of any HolderHolders to transfer Notes; (xii) to effect any provision of this Indenture or to make certain changes to this Indenture to provide for the issuance of Additional Securitiesadd additional assets as Notes Collateral; (xiii) to provide for the issuance make, complete or confirm any grant of Notes Collateral permitted or required by this Indenture or any of the Exchange Securities Security Documents or any release, termination or discharge of Notes Collateral that becomes effective as set forth in this Indenture or any of the Additional Securities, which shall have terms substantially identical in all material respects to the Original Securities, and which shall be treated, together with any outstanding Original Securities, as a single issue of securities; orSecurity Documents; (xiv) to conform add any Permitted Additional Notes Priority Debt to the text of this Indenture or the Securities to any provision of the “Description of First Priority Notes” section of the Offering Memorandum Security Documents to the extent that such a provision permitted by this Indenture; or (xv) to amend any intercreditor agreement in the “Description of First Priority Notes” section of the Offering Memorandum was intended to be a verbatim recitation of a provision to comply with any requirements of way which does not violate this Indenture or the Securities. After an amendment under this Section 9.01 becomes effective, the Issuer shall mail to the Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall and which does not impair or materially and adversely affect the validity of an amendment under this Section 9.01Holders.

Without Consent of the Holders. (a) The Issuer Issuer, the Trustee and the Trustee First-Priority Collateral Agent, as applicable, may amend this Indenture, the SecuritiesNotes, any the Subsidiary Guarantees, the Security Document or any Documents and/or the First Lien Intercreditor Agreement with respect to the Securities without notice to or the consent of any Holderholder: (i) to cure any ambiguity, omission, mistake, defect or inconsistency; (ii) to provide for the assumption by a Successor Company (with respect to the Issuer) of the obligations of the Issuer under this Indenture Indenture, the Notes, the Security Documents and the SecuritiesFirst Lien Intercreditor Agreement; (iii) to provide for the assumption by a Successor Subsidiary Guarantor (with respect to any Subsidiary Guarantor), as the case may be, of the obligations of a Subsidiary Guarantor under this Indenture Indenture, the Notes, the Security Documents and its Subsidiary Guarantee; (iv) to provide for uncertificated Securities Notes in addition to or in place of certificated SecuritiesNotes; provided, however, that the uncertificated Securities Notes are issued in registered form for purposes of Section 163(f) of the Code Code, or in a manner such that the uncertificated Securities Notes are described in Section 163(f)(2)(B) of the Code; (v) to add a conform the text of this Indenture, the Notes, the Subsidiary Guarantee with respect Guarantees, the Security Documents or the First Lien Intercreditor Agreement to any provision of the “Description of Notes” in the Offering Memorandum to the Securities extent that such provision in this Indenture, the Notes, the Subsidiary Guarantees, the Security Documents or the First Lien Intercreditor Agreement was intended by the Issuer to secure be a verbatim recitation of a provision in the Securities“Description of Notes” in the Offering Memorandum, as stated in an Officer’s Certificate; (vi) to add additional assets as Collaterala Subsidiary Guarantee or collateral with respect to the Notes; (vii) to release or subordinate Collateral from the Lien securing the Securities pursuant to the Security Documents when as permitted or required by this Indenture, the Security Documents or any the First Lien Intercreditor Agreement; (viii) to add additional secured creditors holding other First-Priority Obligations or Junior Lien Obligations so long as such obligations are not prohibited by this Indenture; (ix) to add to the covenants of the Issuer for the benefit of the Holders holders or to surrender any right or power herein conferred upon the Issuer; (ix) to modify the Security Documents and/or any Intercreditor Agreements, to secure other First Priority Lien Obligations and/or second priority secured obligations of the Issuer or any Subsidiary Guarantor (including, without limitation, any Other Second-Lien Obligations) so long as such other First Priority Lien Obligations and/or second priority secured obligations (including, without limitation, any Other Second-Lien Obligations) are not prohibited by the provisions of the Credit Agreements, the Existing Second Priority Notes Indentures, this Indenture, the First Priority Dollar Notes Indentures or First Priority Euro Notes IndentureRestricted Subsidiary; (x) to comply with any requirement of the SEC in connection with qualifying or maintaining the qualification of of, this Indenture under the TIA (if the Issuer elects to qualify this Indenture under the TIA); (xi) to make any change that would provide any additional rights or benefits to the holders or that does not adversely affect the rights of any Holderholder in any material respect (as determined in good faith by the Issuer); (xii) to effect any provision of this Indenture or Indenture; or (xiii) to make certain changes to this Indenture to provide for the issuance of Additional Securities; (xiii) to provide for the issuance of the Exchange Securities or the Additional SecuritiesNotes, which shall have terms substantially identical in all material respects to the Original SecuritiesInitial Notes, and which shall be treated, together with any outstanding Original SecuritiesInitial Notes, as a single issue of securities; or. (xivb) The First Lien Intercreditor Agreement may be amended without notice to conform the text of this Indenture or the Securities to consent of any provision of holder, the “Description of First Priority Notes” section of the Offering Memorandum to the extent that such a provision in the “Description of First Priority Notes” section of the Offering Memorandum was intended to be a verbatim recitation of a provision to comply with any requirements of this Indenture Trustee or the Securities. First-Priority Collateral Agent in connection with the permitted entry into the First Lien Intercreditor Agreement of any class of additional secured creditors holding other First-Priority Obligations. (c) After an amendment under this Section 9.01 becomes effective, the Issuer shall mail mail, or otherwise deliver in accordance with the procedures of the Depository, to the Holders holders a notice briefly describing such amendment. The failure to give such notice to all Holdersholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.01.

Without Consent of the Holders. (a) The Issuer Issuer, the Trustee and the Trustee Notes Collateral Agent may amend this Indenture, the SecuritiesNotes, any the Guarantees, the Escrow Agreement, the Security Document Documents or any the Intercreditor Agreement with respect to the Securities without notice to or the consent of any Holderholder: (i) to cure any ambiguity, omission, mistake, defect or inconsistency; (ii) to provide for the assumption by a Successor Company (with respect to the Issuer) of the obligations of the Issuer under this Indenture and the SecuritiesNotes (including in connection with assumption of the Escrow Issuer’s obligations by the Company pursuant to the Transactions); (iii) to provide for the assumption by a Successor Subsidiary Guarantor (with respect to any Subsidiary Guarantor), as the case may be, of the obligations of a Subsidiary Guarantor under this Indenture Indenture, its Guarantee and its Subsidiary Guaranteethe Security Documents; (iv) to provide for uncertificated Securities notes in addition to or in place of certificated Securities; provided, however, notes (provided that the uncertificated Securities notes are issued in registered form for purposes not “registration required obligations” within the meaning of Section 163(f) of the Code Code, or in a manner such that the uncertificated Securities notes are described in Section 163(f)(2)(B163(f)(2)(A) of the Code); (v) to add a Subsidiary Guarantee or collateral with respect to the Securities or to secure the SecuritiesNotes; (vi) to add additional assets as Collateralsecure the Notes Obligations; (vii) to release Collateral from as permitted by the Lien securing the Securities pursuant to the Security Documents when permitted or required by this Indenture, the Intercreditor Agreement and the Security Documents or any Intercreditor AgreementDocuments; (viii) to add additional secured creditors holding other First-Priority Obligations or other Junior Lien Obligations so long as such obligations are not prohibited by this Indenture or the Security Documents, (ix) to add to the covenants of the Issuer for the benefit of the Holders holders or to surrender any right or power herein conferred upon the Issuer; (ix) to modify the Security Documents and/or any Intercreditor Agreements, to secure other First Priority Lien Obligations and/or second priority secured obligations of the Issuer or any Subsidiary Guarantor (including, without limitation, any Other Second-Lien Obligations) so long as such other First Priority Lien Obligations and/or second priority secured obligations (including, without limitation, any Other Second-Lien Obligations) are not prohibited by the provisions of the Credit Agreements, the Existing Second Priority Notes Indentures, this Indenture, the First Priority Dollar Notes Indentures or First Priority Euro Notes IndentureGuarantor; (x) to comply with any requirement of the SEC in connection with qualifying or maintaining the qualification of this Indenture under the TIA; (xi) to make any change that does not adversely affect the rights of any Holderholder; (xii) to effect any provision of this Indenture or to make certain changes to this Indenture to provide for the issuance of Additional Securities; (xiii) to provide for the issuance of the Exchange Securities or the Additional Securities, which shall have terms substantially identical in all material respects to the Original Securities, and which shall be treated, together with any outstanding Original Securities, as a single issue of securities; or (xivxi) to conform the text of this Indenture the indenture, Guarantees, the Notes, the Escrow Agreement, the Security Documents or the Securities Intercreditor Agreement, to any provision of the “Description of First Priority Notes” section of in the Offering Memorandum to the extent that such a provision in the “Description of First Priority Notes” section of in the Offering Memorandum was intended by the Issuer to be a verbatim recitation of a provision to comply with any requirements of this Indenture Indenture, Guarantees, the Notes, the Escrow Agreement, the Security Documents or the Securities. Intercreditor Agreement, as applicable, as stated in an Officer’s Certificate; or (xii) to make changes to provide for the issuance of Additional Notes. (b) After an amendment under this Section 9.01 becomes effective, the Issuer shall mail mail, or otherwise deliver in accordance with the procedures of the Depository, to the Holders holders a notice briefly describing such amendment. The failure to give such notice to all Holdersholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.01.

Without Consent of the Holders. (a) The Issuer Issuers and the Trustee may amend this Indenture, the SecuritiesSecurity Documents, any Security Document or any the Intercreditor Agreement with respect to or the Securities Notes without notice to or consent of any Holderholder: (i) to cure any ambiguity, omission, mistake, defect or inconsistency; (ii) to provide for the assumption by a Successor Company Issuer (with respect to an Issuer) of the obligations of the Issuer Issuers under this Indenture and the SecuritiesNotes; (iii) to provide for the assumption by a Successor Subsidiary Guarantor Entity of the obligations of an Issuer or a Subsidiary Guarantor under this Indenture Indenture, the Notes or its Note Guarantee, as applicable, and its Subsidiary Guaranteethe Security Documents; (iv) to provide for uncertificated Securities Notes in addition to or in place of certificated SecuritiesNotes; provided, however, that the uncertificated Securities Notes are issued in registered form for purposes of Section 163(f) of the Code or in a manner such that the uncertificated Securities Notes are described in Section 163(f)(2)(B) of the Code; (v) to add a Subsidiary Guarantee Guarantor or collateral with respect to the Securities Notes or to secure the SecuritiesNotes; (vi) to add additional assets release or subordinate Collateral as Collateralpermitted by this Indenture or the Intercreditor Agreement; (vii) to release Collateral from the add additional secured creditors holding First Priority Lien securing the Securities pursuant to Obligations, Other Second-Lien Obligations or other Junior Lien Obligations so long as such obligations are not prohibited by this Indenture or the Security Documents when permitted or required by this Indenture, the Security Documents or any Intercreditor AgreementDocuments; (viii) to implement the Post-Closing Restructuring Transaction; (ix) to add to the covenants of the Issuer Issuers for the benefit of the Holders holders or to surrender any right or power herein conferred upon the Issuer; (ix) to modify the Security Documents and/or any Intercreditor Agreements, to secure other First Priority Lien Obligations and/or second priority secured obligations of the Issuer or any Subsidiary Guarantor (including, without limitation, any Other Second-Lien Obligations) so long as such other First Priority Lien Obligations and/or second priority secured obligations (including, without limitation, any Other Second-Lien Obligations) are not prohibited by the provisions of the Credit Agreements, the Existing Second Priority Notes Indentures, this Indenture, the First Priority Dollar Notes Indentures or First Priority Euro Notes IndentureIssuers; (x) to comply with any requirement of the SEC in connection with qualifying or maintaining the qualification of this Indenture under the TIA; (xi) to make any change that does not adversely affect the rights of any Holderholder; (xii) to effect any provision of this Indenture or to make certain changes to this Indenture to provide for the issuance of Additional Securities; (xiii) to provide for the issuance of the Exchange Securities or the Additional Securities, which shall have terms substantially identical in all material respects to the Original Securities, and which shall be treated, together with any outstanding Original Securities, as a single issue of securities; or (xivxi) to conform the text of this Indenture Indenture, the Notes, the Note Guarantees, the Security Documents or the Securities Intercreditor Agreement to any provision of the “Description of First Priority Second Lien Notes” section of in the Offering Memorandum to the extent that such a provision in the “Description of First Priority Second Lien Notes” section of the Offering Memorandum was intended to be a verbatim recitation of a provision to comply with any requirements of this Indenture Indenture, the Notes, the Security Documents or the Securities. After Intercreditor Agreement, and the Issuers will confirm their good faith intention of any such textual change intended to be a verbatim recitation in an amendment under this Section 9.01 becomes effective, the Issuer shall mail Officer’s Certificate delivered to the Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.01.Trustee;

Without Consent of the Holders. The Issuer (l) BP I, the Issuers and the Trustee may amend this Indenture, Senior Notes Indenture and the Securities, any Security Document or any Intercreditor Agreement with respect to the Securities without notice to or consent of any HolderSenior Notes: (i) to cure any ambiguity, omission, mistake, defect or inconsistency; (ii) to give effect to any provision of this Senior Notes Indenture (including, without limitation, the release of any Senior Note Guarantees in accordance with the terms of Section 10.06); (iii) to comply with Article V; (iv) to provide for the assumption by a Successor Company of the obligations of the any Issuer under this Senior Notes Indenture and the Securities; (iii) Senior Notes or to provide for the assumption by a Successor Subsidiary Senior Note Guarantor of the obligations of a Subsidiary Senior Note Guarantor under this Senior Notes Indenture and its Subsidiary Senior Note Guarantee; (ivv) to provide for uncertificated Securities Senior Notes in addition to or in place of certificated Securities; Senior Notes (provided, however, that the uncertificated Securities Senior Notes 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; (v) to add a Subsidiary Guarantee with respect to the Securities or to secure the Securities); (vi) to add additional assets as Collaterala Senior Note Guarantee with respect to the Senior Notes; (vii) to release Collateral from provide for collateral for the Lien securing the Securities pursuant to the Security Documents when permitted or required by this Indenture, the Security Documents or any Intercreditor AgreementSenior Notes in accordance with Section 4.12; (viii) to add to the covenants of the Issuer Issuers, BP I, BP II or any Senior Note Guarantor for the benefit of the Holders or to surrender any right or power herein conferred upon the IssuerBP I or BP II; (ix) to modify the Security Documents and/or any Intercreditor Agreements, to secure other First Priority Lien Obligations and/or second priority secured obligations of the Issuer or any Subsidiary Guarantor (including, without limitation, any Other Second-Lien Obligations) so long as such other First Priority Lien Obligations and/or second priority secured obligations (including, without limitation, any Other Second-Lien Obligations) are not prohibited by the provisions of the Credit Agreements, the Existing Second Priority Notes Indentures, this Indenture, the First Priority Dollar Notes Indentures or First Priority Euro Notes Indenture; (x) to comply with any requirement of the SEC in connection with qualifying or maintaining the qualification of this Indenture under the TIA; (xi) to make any change that does not adversely affect the rights of any Holder; (x) to evidence and give effect to the acceptance and appointment under this Senior Notes Indenture of a successor Trustee; (xi) to provide for the accession of the Trustee to any instrument in connection with the Senior Notes; (xii) to effect any provision of this Indenture or to make certain changes to this Senior Notes Indenture to provide for the issuance of Additional SecuritiesSenior Notes; (xiii) to provide for the issuance of the Exchange Securities or the Additional Securities, which shall have terms substantially identical in all material respects to the Original Securities, and which shall be treated, together with any outstanding Original Securities, as a single issue of securities[Reserved]; or (xiv) to conform the text of this Senior Notes Indenture or the Securities Senior Notes to any provision of the “Description of First Priority Notes” section description of the Senior Notes in the Offering Memorandum Circular, to the extent that such a provision in the “Description description of First Priority Notes” section of Senior Notes in the Offering Memorandum Circular was intended to be a verbatim recitation of a provision to comply with any requirements of this Senior Notes Indenture or the SecuritiesSenior Notes. Before entering into any such amendment or supplemental indenture, the Trustee shall be entitled to require and rely absolutely on such evidence as it reasonably deems appropriate, including an Opinion of Counsel and an Officers’ Certificate. After an amendment under this Section 9.01 becomes effective, the Issuer Issuers shall mail (or otherwise deliver in accordance with applicable DTC procedures) to the Holders a notice briefly describing such amendment. The However, the failure to give such notice to all HoldersHolders entitled to receive such notice, or any defect therein, shall not impair or affect the validity of an the amendment under this Section 9.01.

Without Consent of the Holders. The Issuer and the Trustee may amend this Indenture, the SecuritiesNotes, any the Guarantees and the Security Document or any Intercreditor Agreement with respect to the Securities Documents without notice to or consent of any Holder: (i) to cure any ambiguity, omission, defect or inconsistency; (ii) to provide for the assumption by a Successor Company of the obligations of the Issuer under this Indenture and the Securitiescomply with Article 5 or Article 10; (iii) to provide for the assumption by a Successor Subsidiary Guarantor of the obligations of a Subsidiary Guarantor under this Indenture and its Subsidiary Guarantee; (iv) to provide for uncertificated Securities Notes in addition to or in place of certificated SecuritiesNotes; provided, however, provided that the uncertificated Securities Notes are issued in registered form for purposes of Section 163(f) of the Code or in a manner such that the uncertificated Securities Notes are described in Section 163(f)(2)(B) of the Code; (viv) to add a Subsidiary Guarantee Guarantees or collateral with respect to the Securities Notes or to secure the SecuritiesNotes; (v) to release Collateral as permitted by and in accordance with the terms of this Indenture, the Security Documents and the Collateral Agency and Intercreditor Agreement; (vi) to add to the Security Documents or the Collateral Agency and Intercreditor Agreement additional assets secured creditors holding other First Lien Obligations, Second Lien Obligations, or other Junior Lien Obligations so long as Collateralsuch obligations are not prohibited by this Indenture or the Security Documents; (vii) to release Collateral from the Lien securing the Securities pursuant to the Security Documents when permitted or required by this Indenture, the Security Documents or any Intercreditor Agreement; (viii) to add to the covenants of the Issuer or any Parent of the Issuer for the benefit of the Holders or to surrender any right or power herein conferred upon the Issuer or any Parent of the Issuer; (ix) to modify the Security Documents and/or any Intercreditor Agreements, to secure other First Priority Lien Obligations and/or second priority secured obligations of the Issuer or any Subsidiary Guarantor (including, without limitation, any Other Second-Lien Obligations) so long as such other First Priority Lien Obligations and/or second priority secured obligations (including, without limitation, any Other Second-Lien Obligations) are not prohibited by the provisions of the Credit Agreements, the Existing Second Priority Notes Indentures, this Indenture, the First Priority Dollar Notes Indentures or First Priority Euro Notes Indenture; (xviii) to comply with any requirement of the SEC in connection with qualifying or maintaining the qualification of this Indenture under the TIATIA in the event that the Issuer determines that this Indenture should be so qualified; (xiix) to effect any provision of this Indenture, the Notes, the Guarantees, the Security Documents and the Collateral Agency and Intercreditor Agreement (including to release any Guarantees in accordance with the terms of this Indenture or to effect the release of all or substantially all of the Collateral from the Lien of this Indenture and the Security Documents in respect of the Notes, in accordance with the terms of this Indenture (including Section 9.02) and the Security Documents); (x) to make any change that does not adversely affect the rights of any Holder;Holder in any material respect; and (xii) to effect any provision of this Indenture or to make certain changes to this Indenture to provide for the issuance of Additional Securities; (xiiixi) to provide for the issuance of the Exchange Securities or the Additional Securities, which shall have terms substantially identical in all material respects to the Original Securities, and which shall be treated, together with any outstanding Original Securities, as a single issue of securities; or (xiv) to conform the text of this Indenture or the Securities to any provision of the “Description of First Priority Notes” section of the Offering Memorandum to the extent that such a provision in the “Description of First Priority Notes” section of the Offering Memorandum was intended to be a verbatim recitation of a provision to comply with any requirements of this Indenture or the Securities. After an amendment under this Section 9.01 becomes effective, the Issuer shall mail to the Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.01.

Without Consent of the Holders. The Issuer and the Trustee may amend this Indenture, the Securities, any Security Document or any the Intercreditor Agreement with respect to the each series of Securities without notice to or consent of any Holder: (i) to cure any ambiguity, omission, defect or inconsistency; (ii) to provide for the assumption by a Successor Company of the obligations of the Issuer under this Indenture and the Securities; (iii) to provide for the assumption by a Successor Subsidiary Guarantor of the obligations of a Subsidiary Guarantor under this Indenture and its Subsidiary Guarantee; (iv) to provide for uncertificated Securities in addition to or in place of certificated Securities; provided, however, that the uncertificated Securities are issued in registered form for purposes of Section 163(f) of the Code or in a manner such that the uncertificated Securities are described in Section 163(f)(2)(B) of the Code; (v) to add a Subsidiary Guarantee additional Guarantees with respect to the Securities of such series or to secure the SecuritiesSecurities of such series; (vi) to add additional assets as Collateral; (vii) to release Collateral from the Lien securing the Securities pursuant to the Indenture, the Security Documents and the Intercreditor Agreement when permitted or required by this Indenture, the Indenture or the Security Documents or any Intercreditor AgreementDocuments; (viii) to add to the covenants of the Issuer for the benefit of the Holders of such series or to surrender any right or power herein conferred upon the Issuer; (ix) to modify the Security Documents and/or any the Intercreditor Agreements, Agreement to secure other First Priority Lien Obligations and/or second priority secured obligations of the Issuer or any Subsidiary Guarantor (including, without limitation, any and Other Second-Lien Obligations) NY1:1657728.6 S- Obligations so long as such other First Priority Lien Obligations and/or second priority secured obligations (including, without limitation, any and Other Second-Lien Obligations) Obligations are not prohibited by the provisions of the Credit Agreements, the Existing Second Priority Notes Indentures, Agreement or this Indenture, the First Priority Dollar Notes Indentures or First Priority Euro Notes Indenture; (x) to comply with any requirement of the SEC in connection with qualifying or maintaining the qualification of of, this Indenture under the TIA; (xi) to make any change that does not adversely affect the rights of any Holder; (xii) to effect any provision of this the Indenture or to make certain changes to this the Indenture to provide for the issuance of Additional Securities;Fixed Rate Notes or Floating Rate Notes; or (xiii) to provide for the issuance of the Exchange Securities or the Additional Securities, which shall have terms substantially identical in all material respects to the Original Initial Securities, and which shall be treated, together with any outstanding Original Initial Securities, as a single issue of securities; or (xiv) to conform the text of this Indenture or the Securities to any provision of the “Description of First Priority Notes” section of the Offering Memorandum to the extent that such a provision in the “Description of First Priority Notes” section of the Offering Memorandum was intended to be a verbatim recitation of a provision to comply with any requirements of this Indenture or the Securities. After an amendment under this Section 9.01 becomes effective, the Issuer shall mail to the Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.01.

Without Consent of the Holders. The Issuer From time to time and at any time, without the consent of the Holders adversely affected thereby (a) the Issuer, the Trustee, the Principal Paying Agent and the Trustee Collateral Agent may amend amend, modify or supplement this IndentureIndenture and the Notes or enter into a written Indenture Supplement and (b) the Issuer, the SecuritiesTrustee and the Collateral Agent may amend, any modify or supplement the Security Document Documents, for one or any Intercreditor Agreement with respect to more of the Securities without notice to or consent of any Holderfollowing purposes: (i) to cure any ambiguity, omission, defect or inconsistencyinconsistency contained herein; (ii) to provide convey, transfer, assign, mortgage or pledge any property or assets to the Collateral Agent as additional Collateral for the assumption by a Successor Company of the obligations of the Issuer under this Indenture and the Securities; (iii) to provide for the assumption by a Successor Subsidiary Guarantor of the obligations of a Subsidiary Guarantor under this Indenture and its Subsidiary Guarantee; (iv) to provide for uncertificated Securities in addition to or in place of certificated Securities; providedHolders, however, that the uncertificated Securities are issued in registered form for purposes of Section 163(f) of the Code or in a manner such that the uncertificated Securities are described in Section 163(f)(2)(B) of the Code; (v) to add a Subsidiary Guarantee with respect to the Securities or to secure the Securities; (vi) to add additional assets as Collateral; (vii) to release Collateral from the Lien securing the Securities pursuant to the Security Documents when permitted or required by this Indenture, the Security Documents or any Intercreditor Agreement; (viii) to add to the covenants of the Issuer for the benefit of the Holders or to surrender any right or power herein conferred upon the Issuer; (iii) to provide for uncertificated Notes in addition to or in place of certificated Notes; (iv) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect in any material respect the legal rights of the Holders under this Indenture or the Notes; (v) to allow any Subsidiary or any other Person to Guarantee the Notes; (vi) to provide for the issuance of additional Notes in accordance with this Indenture; (vii) to evidence the replacement of the Trustee, the Collateral Agent or Principal Paying Agent as provided for under this Indenture or the CITGO Holding Share Pledge Agreement; (viii) to enter into additional or supplemental Security Documents or, if necessary, in connection with any addition or release of any security permitted under this Indenture; or (ix) to modify conform the Security Documents and/or any Intercreditor Agreements, to secure other First Priority Lien Obligations and/or second priority secured obligations text of the Issuer or any Subsidiary Guarantor (including, without limitation, any Other Second-Lien Obligations) so long as such other First Priority Lien Obligations and/or second priority secured obligations (including, without limitation, any Other Second-Lien Obligations) are not prohibited by the provisions of the Credit Agreements, the Existing Second Priority Notes Indentures, this Indenture, the First Priority Dollar Security Documents or the Notes Indentures to any provision of the section “Description of the Notes” of the Offering Circular to the extent that such provision was intended by the Issuer to be a verbatim recitation of a provision of this Indenture or First Priority Euro Notes Indenture;the Notes; or (x) to comply with any requirement requirements of the SEC in connection with qualifying order to effect or maintaining maintain the qualification of this Indenture under the TIA; (xi) . The Trustee, the Principal Paying Agent and the Collateral Agent are each hereby authorized to join in the execution of any such amendment, modification or supplement or Indenture Supplement, as applicable, and to make any change further appropriate agreements and stipulations that does not adversely affect the rights of any Holder; (xii) to effect any provision of this Indenture or to make certain changes to this Indenture to provide for the issuance of Additional Securities; (xiii) to provide for the issuance of the Exchange Securities or the Additional Securities, which shall have terms substantially identical in all material respects to the Original Securities, and which shall may be treated, together with any outstanding Original Securities, as a single issue of securities; or (xiv) to conform the text of this Indenture or the Securities to any provision of the “Description of First Priority Notes” section of the Offering Memorandum to the extent that such a provision in the “Description of First Priority Notes” section of the Offering Memorandum was intended to be a verbatim recitation of a provision to comply with any requirements of this Indenture or the Securities. After an amendment under this Section 9.01 becomes effective, the Issuer shall mail to the Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.01therein contained.

Without Consent of the Holders. The Issuer Company and the Trustee may amend this Indenture, the Securities, any Security Document Indenture or any Intercreditor Agreement with respect to the Securities without notice to or consent of any Holder: (i) to cure any ambiguity, omission, defect or inconsistency; (ii) to provide for the assumption by a Successor Company of the obligations of the Issuer Company under this Indenture and the Securities; (iii) to provide for the assumption by a Successor Subsidiary Guarantor of the obligations of a Subsidiary Guarantor under this Indenture and its Subsidiary Guarantee; (iv) to comply with Article 5; (v) to provide for uncertificated Securities in addition to or in place of certificated Securities; provided, however, that the uncertificated Securities are issued in registered form for purposes of Section 163(f) of the Code or in a manner such that the uncertificated Securities are described in Section 163(f)(2)(B) of the Code; (vvi) to make any change in Article 10 or Article 12 that would limit or terminate the benefits available to any holder of Senior Indebtedness of the Company or a Guarantor (or Representatives thereof) under Article 10 or Article 12, respectively; (vii) to add a Subsidiary Guarantee additional Guarantees with respect to the Securities or to secure the Securities; (vi) to add additional assets as Collateral; (vii) to release Collateral from the Lien securing the Securities pursuant to the Security Documents when permitted or required by this Indenture, the Security Documents or any Intercreditor Agreement; (viii) to add to the covenants of the Issuer Company for the benefit of the Holders or to surrender any right or power herein conferred upon the IssuerCompany; (ix) to modify the Security Documents and/or any Intercreditor Agreements, to secure other First Priority Lien Obligations and/or second priority secured obligations of the Issuer or any Subsidiary Guarantor (including, without limitation, any Other Second-Lien Obligations) so long as such other First Priority Lien Obligations and/or second priority secured obligations (including, without limitation, any Other Second-Lien Obligations) are not prohibited by the provisions of the Credit Agreements, the Existing Second Priority Notes Indentures, this Indenture, the First Priority Dollar Notes Indentures or First Priority Euro Notes Indenture; (x) to comply with any requirement of the SEC in connection with qualifying or maintaining the qualification of of, this Indenture under the TIA; (xix) to make any change that does not adversely affect the rights of any Holder;; or (xii) to effect any provision of this Indenture or to make certain changes to this Indenture to provide for the issuance of Additional Securities; (xiiixi) to provide for the issuance of the Exchange Securities or the Additional Securities, which shall have terms substantially identical in all material respects to the Original Initial Securities, and which shall be treated, together with any outstanding Original Initial Securities, as a single issue of securities; or (xiv) to conform the text of this Indenture or the Securities to any provision of the “Description of First Priority Notes” section of the Offering Memorandum to the extent that such a provision in the “Description of First Priority Notes” section of the Offering Memorandum was intended to be a verbatim recitation of a provision to comply with any requirements of this Indenture or the Securities. After an amendment under this Section 9.01 becomes effective, the Issuer shall mail to the Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.01.

Without Consent of the Holders. The Issuer and the Trustee may amend this Indenture, the Securities, any Security Document or any the Intercreditor Agreement with respect to the Securities without notice to or consent of any Holder: (i) to cure any ambiguity, omission, defect or inconsistency; (ii) to provide for the assumption by a Successor Company of the obligations of the Issuer under this Indenture and the Securities; (iii) to provide for the assumption by a Successor Subsidiary Guarantor of the obligations of a Subsidiary Guarantor under this Indenture and its Subsidiary Guarantee; (iv) to provide for uncertificated Securities in addition to or in place of certificated Securities; provided, however, that the uncertificated Securities are issued in registered form for purposes of Section 163(f) of the Code or in a manner such that the uncertificated Securities are described in Section 163(f)(2)(B) of the Code; (v) to add a Subsidiary Guarantee with respect to the Securities or to secure the Securities; (vi) to add additional assets as Collateral; (vii) to release Collateral from the Lien securing the Securities pursuant to the Security Documents when permitted or required by this Indenture, the Security Documents or any the Intercreditor Agreement; (viii) to add to the covenants of the Issuer for the benefit of the Holders or to surrender any right or power herein conferred upon the Issuer; (ix) to modify the Security Documents and/or any Intercreditor AgreementsAgreement, to secure other First Priority Lien Obligations and/or second priority secured obligations Other Second Lien Obligations of the Issuer or any Subsidiary Guarantor (including, without limitation, any Other Second-Lien Obligations) so long as such other First Priority Lien Obligations and/or second priority secured obligations (including, without limitation, any and Other Second-Second Lien Obligations) Obligations are not prohibited by the provisions of the Credit Agreements, the Existing Second Priority Notes Indentures, this Indenture, the First Priority Dollar Notes Indentures or First Priority Euro Notes this Indenture; (x) to comply with any requirement of the SEC in connection with qualifying or maintaining the qualification of this Indenture under the TIA; (xi) to make any change that does not adversely affect the rights of any Holder; (xiixi) to effect any provision of this Indenture or to make certain changes to this Indenture to provide for the issuance of Additional Securities; (xiiixii) to provide for the issuance of the Exchange Securities or the Additional Securities, which shall have terms substantially identical in all material respects to the Original Securities, and which shall be treated, together with any outstanding Original Securities, as a single issue of securities; or (xivxiii) to conform the text of this Indenture or the Securities to any provision of the “Description of First Second Priority Notes” section of the Offering Memorandum Circular to the extent that such a provision in the “Description of First Second Priority Notes” section of the Offering Memorandum Circular was intended to be a verbatim recitation of a provision to comply with any requirements of this Indenture or the Securities. After an amendment under this Section 9.01 becomes effective, the Issuer shall mail to the Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.01.

Without Consent of the Holders. The Issuer (a) BP I, the Issuers and the Trustee may amend this Senior Notes Indenture, the Securities, any Security Document or any Intercreditor Escrow Agreement with respect to and the Securities without notice to or consent of any Holder:Senior Notes: 122 (i) to cure any ambiguity, omission, mistake, defect or inconsistency; (ii) to give effect to any provision of this Senior Notes Indenture (including, without limitation, the release of any Senior Note Guarantees in accordance with the terms of Section 10.06); (iii) to comply with Article V; (iv) to provide for the assumption by a Successor Company of the obligations of the any Issuer under this Senior Notes Indenture and the Securities; (iii) Senior Notes, to provide for the assumption by Midco of the obligations of RGHL under this Senior Notes Indenture and the Senior Notes or to provide for the assumption by a Successor Subsidiary Senior Note Guarantor of the obligations of a Subsidiary Senior Note Guarantor under this Senior Notes Indenture and its Subsidiary Senior Note Guarantee; (ivv) to provide for uncertificated Securities Senior Notes in addition to or in place of certificated Securities; provided, however, Senior Notes (provided that the uncertificated Securities Senior Notes 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; (v) to add a Subsidiary Guarantee with respect to the Securities or to secure the Securities); (vi) to add additional assets as Collaterala Senior Note Guarantee with respect to the Senior Notes; (vii) to release Collateral from provide for collateral for the Lien securing the Securities pursuant to the Security Documents when permitted or required by this Indenture, the Security Documents or any Intercreditor AgreementSenior Notes in accordance with Section 4.12; (viii) [Reserved.]; (ix) [Reserved.]; (x) to add to the covenants of the Issuer Issuers, BP I, BP II or any Senior Note Guarantor for the benefit of the Holders or to surrender any right or power herein conferred upon the Issuer; (ix) to modify the Security Documents and/or any Intercreditor Agreements, to secure other First Priority Lien Obligations and/or second priority secured obligations of the Issuer BP I or any Subsidiary Guarantor (including, without limitation, any Other Second-Lien Obligations) so long as such other First Priority Lien Obligations and/or second priority secured obligations (including, without limitation, any Other Second-Lien Obligations) are not prohibited by the provisions of the Credit Agreements, the Existing Second Priority Notes Indentures, this Indenture, the First Priority Dollar Notes Indentures or First Priority Euro Notes Indenture; (x) to comply with any requirement of the SEC in connection with qualifying or maintaining the qualification of this Indenture under the TIABP II; (xi) to make any change that does not adversely affect the rights of any Holder; (xii) to evidence and give effect any provision to the acceptance and appointment under this Senior Notes Indenture of this Indenture or to make certain changes to this Indenture to provide for the issuance of Additional Securitiesa successor Trustee; (xiii) to provide for the issuance accession of the Exchange Securities or Trustee to any instrument in connection with the Additional Securities, which shall have terms substantially identical in all material respects to the Original Securities, and which shall be treated, together with any outstanding Original Securities, as a single issue of securities; orSenior Notes; (xiv) to conform make certain changes to this Senior Notes Indenture to provide for the text issuance of this Indenture or the Securities to any provision of the “Description of First Priority Additional Senior Notes” section of the Offering Memorandum to the extent that such a provision in the “Description of First Priority Notes” section of the Offering Memorandum was intended to be a verbatim recitation of a provision ; or (xv) to comply with any requirements requirement of the SEC in connection with the qualification of this Senior Notes Indenture under the Trust Indenture Act, if such qualification is required. 123 Before entering into any such amendment or supplemental indenture, the SecuritiesTrustee shall be entitled to require and rely absolutely on such evidence as it reasonably deems appropriate, including an Opinion of Counsel and an Officers’ Certificate. After an amendment under this Section 9.01 becomes effective, the Issuer Issuers shall mail (or otherwise deliver in accordance with applicable DTC procedures) to the Holders a notice briefly describing such amendment. The However, the failure to give such notice to all HoldersHolders entitled to receive such notice, or any defect therein, shall not impair or affect the validity of an the amendment under this Section 9.01.

Without Consent of the Holders. The Issuer Without the consent of any Holders, the Issuers, when authorized by a resolution of the Board of Directors of the Company, and the Trustee Trustee, at any time and from time to time, may amend enter into one or more indentures supplemental hereto or amendments to this Indenture to add any provisions to or changing in any manner or eliminating any of the provisions of this Indenture, the SecuritiesSecurities or the Guarantees, any Security Document or any Intercreditor Agreement with respect in each case, in form reasonably satisfactory to the Securities without notice to or consent Trustee, for any of any Holderthe following purposes: (i) to cure any ambiguity, omission, defect or inconsistencypermit a Successor Issuer to assume the Issuers’ covenants and obligations under this Indenture and in the Securities in accordance with the terms of this Indenture; (ii) to provide add to the Issuers’ covenants for the assumption by a Successor Company benefit of the obligations Holders of the Issuer under this Indenture and the Securities; (iii) to provide for the assumption by a Successor Subsidiary Guarantor surrender any of the obligations of a Subsidiary Guarantor under Issuers’ rights or powers conferred in this Indenture and its Subsidiary GuaranteeIndenture; (iv) to provide for uncertificated Securities in addition to or in place add any additional Events of certificated Securities; provided, however, that the uncertificated Securities are issued in registered form for purposes of Section 163(f) of the Code or in a manner such that the uncertificated Securities are described in Section 163(f)(2)(B) of the CodeDefault; (v) to add a Subsidiary Guarantee with respect supplement any of the provisions of this Indenture to the extent needed to permit or facilitate the defeasance and discharge of the Securities or to secure in a manner that will not adversely affect the Securitiesinterests of the Holders of the Securities in any material respect; (vi) to provide for the acceptance of appointment by a successor Trustee and to add additional assets to or change any of the provisions of this Indenture as Collateralis necessary to provide for the administration of the trust by more than one trustee; (vii) to release Collateral from the Lien securing the Securities pursuant to the Security Documents when permitted or required by this Indenture, the Security Documents or cure any Intercreditor Agreementambiguity; (viii) to add to the covenants of the Issuer for the benefit of the Holders or to surrender any right or power herein conferred upon the Issuer; (ix) to modify the Security Documents and/or any Intercreditor Agreements, to secure other First Priority Lien Obligations and/or second priority secured obligations of the Issuer or any Subsidiary Guarantor (including, without limitation, any Other Second-Lien Obligations) so long as such other First Priority Lien Obligations and/or second priority secured obligations (including, without limitation, any Other Second-Lien Obligations) are not prohibited by the provisions of the Credit Agreements, the Existing Second Priority Notes Indentures, this Indenture, the First Priority Dollar Notes Indentures or First Priority Euro Notes Indenture; (x) to comply with any requirement of the SEC in connection with qualifying or maintaining the qualification of this Indenture under the TIA; (xi) to make any change that does not adversely affect the rights of any Holder; (xii) to effect any provision of this Indenture or to make certain changes to this Indenture to provide for the issuance of Additional Securities; (xiii) to provide for Securities in accordance with the issuance of the Exchange Securities or the Additional Securitiesterms hereof, which shall have terms substantially identical in all material respects to the Original Securities, and which shall be treated, together with any outstanding Original Securities, as a single issue of securities; or; (xivix) to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein; (x) to add additional Guarantees or to release any Subsidiary Guarantors from Guarantees as provided by the terms of this Indenture; (xi) to (A) secure the Securities with collateral and (B) release collateral (if any) from the Lien when permitted or required by the terms of the applicable security documents (if any have been entered into), the intercreditor agreement (if one has been entered into) or this Indenture; (xii) to conform the text of this Indenture or the Securities to any provision of the “Description of First Priority 2026 Notes” section of the Offering Memorandum Memorandum; or (xiii) to the extent that such a provision in the “Description of First Priority Notes” section of the Offering Memorandum was intended make any other provisions with respect to matters or questions arising under this Indenture which shall not be a verbatim recitation of a provision to comply inconsistent with any requirements provision of this Indenture or as long as the new provisions do not adversely affect in any material respect the interests of the Holders of the Securities. Upon the request of the Issuers, and upon receipt by the Trustee of the documents described in Section 9.07, the Trustee shall join with the Issuers and, if applicable, the Guarantors in the execution of such supplemental indenture. After an amendment under this Section 9.01 becomes effective, the Issuer Issuers shall mail to the Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.01.

Without Consent of the Holders. (a) The Issuer and the Trustee may amend this Indenture, the SecuritiesSecurity Documents, any Security Document or any the First Lien Intercreditor Agreement, the Second Lien Intercreditor Agreement with respect to or the Securities Notes without notice to or consent of any Holderholder: (i) to cure any ambiguity, omission, defect or inconsistency; (ii) to provide for the assumption by a Successor Company Issuer of the obligations of the Issuer under this Indenture and the SecuritiesNotes; (iii) to provide for the assumption by a Successor Subsidiary Guarantor Pledgor of the obligations of a Subsidiary Guarantor Pledgor under this Indenture and its Subsidiary Guaranteethe Security Documents; (iv) to add a Guarantor with respect to the Notes pursuant to Section 4.11; (v) to provide for uncertificated Securities Notes in addition to or in place of certificated SecuritiesNotes; provided, however, that the uncertificated Securities Notes are issued in registered form for purposes of Section 163(f) of the Code or in a manner such that the uncertificated Securities Notes are described in Section 163(f)(2)(B) of the Code; (v) to add a Subsidiary Guarantee with respect to the Securities or to secure the Securities; (vi) to add additional assets as Collateralconform the text of this Indenture, the Notes, the Security Documents, the First Lien Intercreditor Agreement or the Second Lien Intercreditor Agreement 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, the Security Documents, the First Lien Intercreditor Agreement or the Second Lien Intercreditor Agreement; (vii) to add a Subsidiary Pledgor with respect to the Notes or to add Collateral to secure the Notes; (viii) to release Collateral from the Lien securing the Securities pursuant to the Security Documents when as permitted or required by this Indenture, the Security Documents First Lien Intercreditor Agreement or any the Guarantor Intercreditor Agreement; (viiiix) to add additional secured creditors holding Other First Priority Lien Obligations or Junior Lien Obligations that are secured equally and ratably with the Second Lien Notes Obligations so long as such obligations are not prohibited by this Indenture or the Security Documents; (x) to add to the covenants of the Issuer for the benefit of the Holders holders or to surrender any right or power herein conferred upon the Issuer; (ix) to modify the Security Documents and/or any Intercreditor Agreements, to secure other First Priority Lien Obligations and/or second priority secured obligations of the Issuer or any Subsidiary Guarantor (including, without limitation, any Other Second-Lien Obligations) so long as such other First Priority Lien Obligations and/or second priority secured obligations (including, without limitation, any Other Second-Lien Obligations) are not prohibited by the provisions of the Credit Agreements, the Existing Second Priority Notes Indentures, this Indenture, the First Priority Dollar Notes Indentures or First Priority Euro Notes Indenture; (xxi) to comply with any requirement of the SEC in connection with qualifying or maintaining the qualification of of, this Indenture under the TIA; (xixii) to make any change that does not adversely affect the rights of any Holder; (xii) to effect any provision of this Indenture or to make certain changes to this Indenture to provide for the issuance of Additional Securitiesholder; (xiii) to provide for the issuance of the Exchange Securities Notes or the Additional SecuritiesNotes, which shall have terms substantially identical in all material respects to the Original SecuritiesInitial Notes, and which shall be treated, together with any outstanding Original SecuritiesInitial Notes, as a single issue of securities; or (xiv) to conform consummate the text of this Indenture or the Securities to any provision of the “Description of First Priority Notes” section of the Offering Memorandum to the extent that such a provision HOC Assumption in the “Description of First Priority Notes” section of the Offering Memorandum was intended to be a verbatim recitation of a provision to comply accordance with any requirements of this Indenture or the Securities. Article XIV. (b) After an amendment under this Section 9.01 becomes effective, the Issuer shall mail to the Holders holders a notice briefly describing such amendment, provided that in the case of an amendment pursuant to Section 9.01(a)(xiv), no such notice shall be required. The failure to give such notice to all Holdersholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.01.

Without Consent of the Holders. The Issuer (a) BP I, the Issuers and the Trustee may amend this Senior Subordinated Notes Indenture, the SecuritiesSenior Subordinated Notes, any Security Document or any the 2013 Intercreditor Agreement with respect to the Securities without notice to or consent of and any HolderAdditional Intercreditor Agreement: (i) to cure any ambiguity, omission, mistake, defect or inconsistency; (ii) to give effect to any provision of this Senior Subordinated Notes Indenture (including the release of any Subordinated Guarantees in accordance with the terms of Section 10.06); (iii) to comply with Article V; (iv) to provide for the assumption by a Successor Company of the obligations of the any Issuer under this Senior Subordinated Notes Indenture and the Securities; (iii) Senior Subordinated Notes or to provide for the assumption by a Successor Subsidiary Subordinated Guarantor of the obligations of a Subsidiary Subordinated Guarantor under this Senior Subordinated Notes Indenture and its Subsidiary Subordinated Guarantee; (ivv) [Reserved]; (vi) to provide for uncertificated Securities Senior Subordinated Notes in addition to or in place of certificated Securities; Senior Subordinated Notes (provided, however, that the uncertificated Securities Senior Subordinated Notes are issued in registered form for purposes of Section 163(f) of the Code or in a manner such that the uncertificated Securities are described in Section 163(f)(2)(B) of the Code; (v) to add a Subsidiary Guarantee with respect to the Securities or to secure the Securities; (vi) to add additional assets as Collateral); (vii) to release Collateral from the Lien securing the Securities pursuant add a Subordinated Guarantee with respect to the Security Documents when permitted or required by this Indenture, the Security Documents or any Intercreditor AgreementSenior Subordinated Notes; (viii) to provide for collateral for the Senior Subordinated Notes in accordance with Section 4.12; (ix) to add to the covenants of the Issuer Issuers, BP I or any Subordinated Guarantor for the benefit of the Holders or to surrender any right or power herein conferred upon the Issuer; (ix) to modify the Security Documents and/or any Intercreditor Agreements, to secure other First Priority Lien Obligations and/or second priority secured obligations of the an Issuer or any Subsidiary Guarantor (including, without limitation, any Other Second-Lien Obligations) so long as such other First Priority Lien Obligations and/or second priority secured obligations (including, without limitation, any Other Second-Lien Obligations) are not prohibited by the provisions of the Credit Agreements, the Existing Second Priority Notes Indentures, this Indenture, the First Priority Dollar Notes Indentures or First Priority Euro Notes IndentureBP I; (x) to comply with any requirement of the SEC in connection with qualifying or maintaining the qualification of this Indenture under the TIA; (xi) to make any change that does not adversely affect the rights of any Holder; (xi) to evidence and give effect to the acceptance and appointment under this Senior Subordinated Notes Indenture, the 2013 Intercreditor Agreement or any Additional Intercreditor Agreement of a successor Trustee; (xii) to effect any provision of this Indenture or to make certain changes to this Indenture to provide for the issuance accession of Additional Securitiesthe Trustee to any instrument in connection with the Senior Subordinated Notes; (xiii) to provide for the issuance of the Exchange Securities or the Additional Securities, which shall have terms substantially identical in all material respects Senior Subordinated Notes as permitted by this Senior Subordinated Notes Indenture; (xiv) to the Original Securities, and which shall be treated, together comply with any outstanding Original Securitiesrequirement of the SEC in connection with the qualification of this Senior Subordinated Notes Indenture under the Trust Indenture Act, as a single issue of securitiesif such qualification is required; or (xivxv) to conform the text of this Senior Subordinated Notes Indenture or the Securities Senior Subordinated Notes to any provision of the “Description of First Priority Notes” section description of the Senior Subordinated Notes in the Offering Memorandum Circular, to the extent that such a provision in the “Description description of First Priority Notes” section of Senior Subordinated Notes in the Offering Memorandum Circular was intended to be a verbatim recitation of a provision to comply with any requirements of this Senior Subordinated Notes Indenture or the SecuritiesSenior Subordinated Notes. Before entering into any such amendment or supplemental indenture, the Trustee shall be entitled to require and rely absolutely on such evidence as it reasonably deems appropriate, including an Opinion of Counsel and an Officers’ Certificate. After an amendment under this Section 9.01 becomes effective, the Issuer Issuers shall mail (or otherwise deliver in accordance with applicable DTC procedures) to the Holders a notice briefly describing such amendment. The However, the failure to give such notice to all HoldersHolders entitled to receive such notice, or any defect therein, shall not impair or affect the validity of an the amendment under this Section 9.01.

Without Consent of the Holders. The Issuer Notwithstanding Section 9.02, the Issuer, the Collateral Agent, the Parent Guarantor and the Trustee may amend or supplement this Indenture, the SecuritiesSecurities or the Security Documents, and may waive any Security Document or any Intercreditor Agreement with respect to the Securities provision thereof, without notice to or consent of any Holder: (i) to cure any ambiguity, omission, mistake, defect or inconsistency; (ii) to provide for the assumption by a Successor Company of the obligations of the Issuer under this Indenture and the SecuritiesSecurities in accordance with the terms of this Indenture; (iii) to provide for the assumption by a Successor Subsidiary Guarantor of the obligations of a Subsidiary the Parent Guarantor under this Indenture and its Subsidiary the Guarantee; (iv) to provide for uncertificated Securities in addition to or in place of certificated Securities; provided, however, that the uncertificated Securities are issued in registered form Registered Form for purposes of Section 163(fSections 871(h)(2)(B) and 881(c)(2)(B) of the Code or in a manner such that the uncertificated Securities are described in and United States Treasury Regulation Section 163(f)(2)(B) of the Code5f.103-1(c); (v) to add a Subsidiary Guarantee additional Guarantees or co-obligors with respect to the Securities or to secure in accordance with the Securitiesterms of this Indenture; (vi) to add additional assets as Collateral; (vii) to release Collateral from the Lien securing the Securities pursuant to the Security Documents when permitted or required by this Indenture, the Security Documents or any Intercreditor Agreement; (viii) to add to the covenants of the Issuer for the benefit of the Holders or to surrender any right or power conferred herein conferred upon the Issuer; (ix) to modify Issuer in accordance with the Security Documents and/or any Intercreditor Agreements, to secure other First Priority Lien Obligations and/or second priority secured obligations terms of the Issuer or any Subsidiary Guarantor (including, without limitation, any Other Second-Lien Obligations) so long as such other First Priority Lien Obligations and/or second priority secured obligations (including, without limitation, any Other Second-Lien Obligations) are not prohibited by the provisions of the Credit Agreements, the Existing Second Priority Notes Indentures, this Indenture, the First Priority Dollar Notes Indentures or First Priority Euro Notes Indenture; (xvii) to comply with any requirement of the SEC in connection with qualifying or maintaining the qualification of this Indenture under the TIATIA (to the extent any such qualification is required); (xiviii) to make any change that does not adversely affect the rights of any Holder; (xiiix) to effect any provision of this Indenture or add additional assets as Collateral to make certain changes to this Indenture to provide for secure the issuance of Additional Securities; (xiii) to provide for the issuance of the Exchange Securities or the Additional Securities, which shall have terms substantially identical in all material respects to the Original Securities, and which shall be treated, together with any outstanding Original Securities, as a single issue of securities; or (xivx) to conform release Collateral from the text of Lien pursuant to this Indenture and the Security Documents when permitted or required by this Indenture or the Securities Security Documents. Notwithstanding the foregoing, no change, amendment, supplement or waiver of this Indenture shall be permitted pursuant to any provision of the “Description of First Priority Notes” section of the Offering Memorandum this Section 9.01 to the extent that such a provision change, amendment, supplement or waiver would materially adversely affect the Holders of the Securities. Upon the request of the Issuer, and upon receipt by the Trustee of the documents described in Section 9.05, the Trustee shall join with the Issuer in the “Description execution of First Priority Notes” section of any amended or supplemental Indenture authorized or permitted by the Offering Memorandum was intended to be a verbatim recitation of a provision to comply with any requirements 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 modified or the Securitiesamended indenture that affects its own rights, duties or immunities under this Indenture or otherwise. After an amendment under this Section 9.01 becomes effective, the Issuer shall mail provide to the Holders a written notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.01.

Without Consent of the Holders. The Issuer and the Trustee may amend this Indenture, the Securities, any Security Document or any Intercreditor Agreement with respect to Indenture and the Securities without notice to or consent of any Holder: (i) to cure any ambiguity, omission, mistake, defect or inconsistency; (ii) to provide for the assumption by a Successor Company of the obligations of the Issuer under this Indenture and the Securities; (iii) to provide for the assumption by a Successor Subsidiary Guarantor of the obligations of a Subsidiary Guarantor under this Indenture and its Subsidiary Guarantee; (iv) to provide for uncertificated Securities in addition to or in place of certificated Securities; provided, however, Securities (provided that the uncertificated Securities are issued in registered form for purposes of Section 163(f) of the Code or in a manner such that the uncertificated Securities are described in Section 163(f)(2)(B) of the Code); (v) to add a Subsidiary Guarantee with respect to the Securities or to secure the Securities; (vi) to add make any change that would provide additional assets as Collateralrights or benefits to the Holders or that does not adversely affect the legal rights of any such Holder; (vii) to release Collateral from the Lien securing the Securities pursuant make changes relating to the Security Documents when permitted or required by this Indenture, transfer and legending of the Security Documents or any Intercreditor AgreementSecurities; (viii) to secure the Securities; (ix) to add to the covenants of the Issuer for the benefit of the Holders or to surrender any right or power herein conferred upon the Issuer; (ix) to modify the Security Documents and/or any Intercreditor Agreements, to secure other First Priority Lien Obligations and/or second priority secured obligations of the Issuer or any Subsidiary Guarantor (including, without limitation, any Other Second-Lien Obligations) so long as such other First Priority Lien Obligations and/or second priority secured obligations (including, without limitation, any Other Second-Lien Obligations) are not prohibited by the provisions of the Credit Agreements, the Existing Second Priority Notes Indentures, this Indenture, the First Priority Dollar Notes Indentures or First Priority Euro Notes IndentureGuarantor; (x) to make any change that does not adversely affect the rights of any Holder in any material respect; (xi) to comply with any requirement of the SEC in connection with qualifying or maintaining the qualification of of, this Indenture under the TIA; (xi) to make any change that does not adversely affect the rights of any Holder; (xii) to effect any provision of this Indenture or to make certain changes to this Indenture to provide for the issuance of Additional SecuritiesIndenture; (xiii) to provide for the issuance of the Exchange Securities or the Additional Add-On Securities, which shall have terms substantially identical in all material respects to the Original Securities, and which shall be treated, together with any outstanding Original Securities, as a single issue of securities; or; (xiv) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee hereunder pursuant to the requirements hereof; and (xv) to conform the text of this Indenture Indenture, the Guarantees or the Securities to any provision of the “Description of First Priority Notes” section of contained in the Offering Memorandum to the extent that such a provision in the “Description of First Priority Notes” section of contained in the Offering Memorandum was intended to be a verbatim recitation of a provision to comply with any requirements of this Indenture Indenture, the Guarantees or the Securities. After an amendment under this Section 9.01 becomes effective, the Issuer shall deliver electronically or mail to the Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.01.

Without Consent of the Holders. The Issuer and Issuer, the Guarantors (with respect to a Guarantee or this Indenture to which it is a party), the Trustee and/or the Collateral Trustee may amend or supplement this Indenture, any Guarantee, the Securities, the Intercreditor Agreements and any Security Document or any Intercreditor Agreement with respect to without the Securities without notice to or consent of any Holder: (i) to cure any ambiguity, omission, mistake, defect or inconsistency, as provided to the Trustee in an Officer's Certificate; (ii) to provide for the assumption by a Successor Company of the obligations of the Issuer under this Indenture and the Securities; (iii) to provide for the assumption by a Successor Subsidiary Guarantor of the obligations of a Subsidiary Guarantor under this Indenture and its Subsidiary Guarantee; (iv) to provide for uncertificated Securities of such series in addition to or in place of certificated Securities; provided; (iii) to comply with the covenant relating to mergers, however, that consolidations and sales of assets; (iv) to provide for the uncertificated Securities are issued in registered form for purposes of Section 163(f) assumption of the Code Issuer's or any Guarantor's obligations to the Holders in a manner such transaction that the uncertificated Securities are described in Section 163(f)(2)(B) of the Codecomplies with this Indenture; (v) to add a Subsidiary Guarantee with respect make any change that would provide any additional rights or benefits to the Securities Holders or to secure that does not adversely affect the Securitieslegal rights under this Indenture of any such Holder; (vi) to add additional assets as Collateral; (vii) to release Collateral from the Lien securing the Securities pursuant to the Security Documents when permitted or required by this Indenture, the Security Documents or any Intercreditor Agreement; (viii) to add to the covenants of the Issuer for the benefit of the Holders or to surrender any right or power herein conferred upon the IssuerIssuer or any Guarantor; (vii) to evidence and provide for the acceptance and appointment under this Indenture or the Intercreditor Agreements of a successor Trustee or successor Collateral Trustee thereunder pursuant to the requirements thereof or to provide for the accession by the Trustee or the Collateral Trustee, as applicable, to this Indenture, the Intercreditor Agreements or any Security Document; (viii) to allow any Restricted Subsidiary to provide a Guarantee and execute a supplemental indenture and/or to release a Guarantor in accordance with the terms of this Indenture, the Intercreditor Agreements or the Security Documents; (ix) to modify the Security Documents and/or any Intercreditor Agreements, to secure other First Priority Lien Obligations and/or second priority secured obligations of the Issuer or any Subsidiary Guarantor (including, without limitation, any Other Second-Lien Obligations) so long as such other First Priority Lien Obligations and/or second priority secured obligations (including, without limitation, any Other Second-Lien Obligations) are not prohibited by the provisions of the Credit Agreements, the Existing Second Priority Notes Indentures, this Indenture, the First Priority Dollar Notes Indentures or First Priority Euro Notes Indenture; (x) to comply with any requirement of the SEC in connection with qualifying or maintaining the qualification of this Indenture under the TIA; (xi) to make any change that does not adversely affect the rights of any Holder; (xii) to effect any provision of this Indenture or to make certain changes to this Indenture to provide for the issuance of Additional Securities; (x) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Securities as permitted by this Indenture, including, without limitation to facilitate the issuance and administration of the Securities; provided, however, that (i) compliance with this Indenture as so amended would not result in Securities 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 Securities; (xi) (A) to enter into additional or supplemental Security Documents or otherwise add additional parties or Collateral to further secure the Securities or any Guarantees or any other Obligations under this Indenture or (B) to make, complete or confirm any grant of Collateral permitted or required by this Indenture or any of the Security Documents or any release, termination or discharge of Collateral that becomes effective as set forth in this Indenture or any of the Security Documents; (xii) to confirm and evidence the release of the Collateral from the Lien, or the subordination of Liens with respect to the Collateral, pursuant to this Indenture, the Security Documents, the Intercreditor Agreements when permitted or required by the Security Documents, this Indenture or the Intercreditor Agreements, as the case may be; (xiii) in the case of the Security Documents, to provide mortgage, pledge, hypothecate or grant a security interest in favor of the Collateral Trustee for the issuance benefit of the Exchange Securities Secured Parties or lenders under the ABL Facility or the Additional SecuritiesTerm Loan Facility, in any property which shall have terms substantially identical is required by the Security Documents, the ABL Facility or the Term Loan Facility (each, as in all material respects effect on the Issue Date) to be mortgaged, pledged or hypothecated, or in which a Lien is required to be granted to the Original SecuritiesSecurity Agent, and which shall be treated, together with or to the extent necessary to grant a security interest in the Collateral for the benefit of any outstanding Original Securities, as a single issue Person; provided that the 100 granting of securitiessuch security interest is not prohibited by this Indenture or the Intercreditor Agreement; or (xiv) to conform add any First Lien Obligations or Obligations in connection with any Senior Credit Facilities, to the text extent permitted under this Indenture, the Intercreditor Agreements or the Security Documents on the terms set forth therein with the terms of this Indenture. Not in limitation of the foregoing, without the consent of any Holders of the Securities, the Issuer and the Trustee may amend or supplement this Indenture or the Securities to any provision of conform the “Description of First Priority Notes” section of the Offering Memorandum to the extent that such a provision in the “Description of First Priority Notes” section of the Offering Memorandum was intended to be a verbatim recitation of a provision to comply with any requirements terms of this Indenture and the Securities to implement any benchmark transition provisions after a Benchmark Transition Event and its related Benchmark Replacement Date have occurred (or the Securitiesin anticipation thereof). After an amendment under this Section 9.01 becomes effective, the Issuer shall mail or otherwise send in accordance with the procedures of the Depositary to the Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.01.

Without Consent of the Holders. The Issuer Without the consent of any Holders, the Issuers, when authorized by a resolution of the Board of Directors of the Company, and the Trustee Trustee, at any time and from time to time, may amend enter into one or more indentures supplemental hereto or amendments to this Indenture to add any provisions to or changing in any manner or eliminating any of the provisions of this Indenture, the SecuritiesSecurities or the Guarantees, any Security Document or any Intercreditor Agreement with respect in each case, in form reasonably satisfactory to the Securities without notice to or consent Trustee, for any of any Holderthe following purposes: (i) to cure any ambiguity, omission, defect or inconsistencypermit a Successor Issuer to assume the Issuers’ covenants and obligations under this Indenture and in the Securities in accordance with the terms of this Indenture; (ii) to provide add to the Issuers’ covenants for the assumption by a Successor Company benefit of the obligations Holders of the Issuer under this Indenture and the Securities; (iii) to provide for the assumption by a Successor Subsidiary Guarantor surrender any of the obligations of a Subsidiary Guarantor under Issuers’ rights or powers conferred in this Indenture and its Subsidiary GuaranteeIndenture; (iv) to provide for uncertificated Securities in addition to or in place add any additional Events of certificated Securities; provided, however, that the uncertificated Securities are issued in registered form for purposes of Section 163(f) of the Code or in a manner such that the uncertificated Securities are described in Section 163(f)(2)(B) of the CodeDefault; (v) to add a Subsidiary Guarantee with respect supplement any of the provisions of this Indenture to the extent needed to permit or facilitate the defeasance and discharge of the Securities or to secure in a manner that will not adversely affect the Securitiesinterests of the Holders of the Securities in any material respect; (vi) to provide for the acceptance of appointment by a successor Trustee and to add additional assets to or change any of the provisions of this Indenture as Collateralis necessary to provide for the administration of the trust by more than one trustee; (vii) to release Collateral from the Lien securing the Securities pursuant to the Security Documents when permitted or required by this Indenture, the Security Documents or cure any Intercreditor Agreementambiguity; (viii) to add to the covenants of the Issuer for the benefit of the Holders or to surrender any right or power herein conferred upon the Issuer; (ix) to modify the Security Documents and/or any Intercreditor Agreements, to secure other First Priority Lien Obligations and/or second priority secured obligations of the Issuer or any Subsidiary Guarantor (including, without limitation, any Other Second-Lien Obligations) so long as such other First Priority Lien Obligations and/or second priority secured obligations (including, without limitation, any Other Second-Lien Obligations) are not prohibited by the provisions of the Credit Agreements, the Existing Second Priority Notes Indentures, this Indenture, the First Priority Dollar Notes Indentures or First Priority Euro Notes Indenture; (x) to comply with any requirement of the SEC in connection with qualifying or maintaining the qualification of this Indenture under the TIA; (xi) to make any change that does not adversely affect the rights of any Holder; (xii) to effect any provision of this Indenture or to make certain changes to this Indenture to provide for the issuance of Additional Securities; (xiii) to provide for Securities in accordance with the issuance of the Exchange Securities or the Additional Securitiesterms hereof, which shall have terms substantially identical in all material respects to the Original Securities, and which shall be treated, together with any outstanding Original Securities, as a single issue of securities; or; (xivix) to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein; (x) to add additional Guarantees or to release any Subsidiary Guarantors from Guarantees as provided by the terms of this Indenture; (xi) to (A) secure the Securities with collateral and (B) release collateral (if any) from the Lien when permitted or required by the terms of the applicable security documents (if any have been entered into), the intercreditor agreement (if one has been entered into) or this Indenture; (xii) to conform the text of this Indenture or the Securities to any provision of the “Description of First Priority 2030 Notes” section of the Offering Memorandum Memorandum; or (xiii) to the extent that such a provision in the “Description of First Priority Notes” section of the Offering Memorandum was intended make any other provisions with respect to matters or questions arising under this Indenture which shall not be a verbatim recitation of a provision to comply inconsistent with any requirements provision of this Indenture or as long as the new provisions do not adversely affect in any material respect the interests of the Holders of the Securities. Upon the request of the Issuers, and upon receipt by the Trustee of the documents described in Section 9.07, the Trustee shall join with the Issuers and, if applicable, the Guarantors in the execution of such supplemental indenture. After an amendment under this Section 9.01 becomes effective, the Issuer Issuers shall mail to the Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.01.

Without Consent of the Holders. The Issuer (a) BP I, the Issuers, the Trustee and the Trustee Collateral Agent may amend this Senior Secured Notes Indenture, the SecuritiesSenior Secured Notes, the First Lien Intercreditor Agreement, the 2007 UK Intercreditor Agreement, any Security Document Additional Intercreditor Agreement or any Intercreditor Agreement with respect to the Securities without notice to or consent of any HolderSecurity Document: (i) to cure any ambiguity, omission, mistake, defect or inconsistency; (ii) to give effect to any provision of this Senior Secured Notes Indenture (including, without limitation, the release of any Senior Secured Note Guarantees or security interest in any Collateral in accordance with the terms of Sections 10.06 (with respect to the Senior Secured Note Guarantees) and 12.01(a)(i) and (ii) and 12.06 (with respect to security interests in the Collateral)); (iii) to comply with Article V; (iv) to provide for the assumption by a Successor Company of the obligations of the any Issuer under this Senior Secured Notes Indenture and the Securities; (iii) Senior Secured Notes or to provide for the assumption by a Successor Subsidiary Senior Secured Note Guarantor of the obligations of a Subsidiary Senior Secured Note Guarantor under this Senior Secured Notes Indenture and its Subsidiary Senior Secured Note Guarantee; (ivv) to provide for uncertificated Securities Senior Secured Notes in addition to or in place of certificated Securities; Senior Secured Notes (provided, however, that the uncertificated Securities Senior Secured Notes 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; (v) to add a Subsidiary Guarantee with respect to the Securities or to secure the Securities); (vi) to add additional assets as Collaterala Senior Secured Note Guarantee with respect to the Senior Secured Notes; (vii) to add assets to the Collateral; (viii) to release Collateral from the any Lien securing the Securities pursuant to this Senior Secured Notes Indenture, the First Lien Intercreditor Agreement, the 2007 UK Intercreditor Agreement, any Additional Intercreditor Agreement and the applicable Security Documents when permitted or required by this Senior Secured Notes Indenture, the Security Documents or any First Lien Intercreditor Agreement, the 2007 UK Intercreditor Agreement, any Additional Intercreditor Agreement and the applicable Security Documents; (viiiix) to the extent necessary to provide for the granting of a security interest for the benefit of any Person; provided, however, that the granting of such security interest is not prohibited under Section 4.17 or otherwise under this Senior Secured Notes Indenture; (x) to add to the covenants of the Issuer Issuers, BP I, BP II or any Senior Secured Note Guarantor for the benefit of the Holders or to surrender any right or power herein conferred upon the Issuer; (ix) to modify the Security Documents and/or any Intercreditor Agreements, to secure other First Priority Lien Obligations and/or second priority secured obligations of the Issuer BP I or any Subsidiary Guarantor (including, without limitation, any Other Second-Lien Obligations) so long as such other First Priority Lien Obligations and/or second priority secured obligations (including, without limitation, any Other Second-Lien Obligations) are not prohibited by the provisions of the Credit Agreements, the Existing Second Priority Notes Indentures, this Indenture, the First Priority Dollar Notes Indentures or First Priority Euro Notes Indenture; (x) to comply with any requirement of the SEC in connection with qualifying or maintaining the qualification of this Indenture under the TIABP II; (xi) to make any change that does not adversely affect the rights of any Holder; (xii) to evidence and give effect to the acceptance and appointment under this Senior Secured Notes Indenture, the First Lien Intercreditor Agreement, the 2007 UK Intercreditor Agreement, any provision Additional Intercreditor Agreement and the applicable Security Documents of this Indenture or to make certain changes to this Indenture to provide for the issuance of Additional Securitiesa successor Trustee; (xiii) to provide for the accession of the Trustee to any instrument in connection with the Senior Secured Notes; (xiv) to make certain changes to this Senior Secured Notes Indenture to provide for the issuance of the Exchange Securities or the Additional Securities, which shall have terms substantially identical in all material respects Senior Secured Notes; (xv) to the Original Securities, and which shall be treated, together comply with any outstanding Original Securitiesrequirement of the SEC in connection with the qualification of this Senior Secured Notes Indenture under the Trust Indenture Act, as a single issue of securitiesif such qualification is required; or (xivxvi) to conform the text of this Senior Secured Notes Indenture or the Securities Senior Secured Notes to any provision of the “Description of First Priority Notes” section description of the Senior Secured Notes in the Offering Memorandum Circular, to the extent that such a provision in the “Description description of First Priority Notes” section of Senior Secured Notes in the Offering Memorandum Circular was intended to be a verbatim recitation of a provision to comply with any requirements of this Senior Secured Notes Indenture or the SecuritiesSenior Secured Notes. Before entering into any such amendment or supplemental indenture, the Trustee shall be entitled to require and rely absolutely on such evidence as it reasonably deems appropriate, including an Opinion of Counsel and an Officers’ Certificate. After an amendment under this Section 9.01 becomes effective, the Issuer Issuers shall mail (or otherwise deliver in accordance with applicable DTC procedures) to the Holders a notice briefly describing such amendment. The However, the failure to give such notice to all HoldersHolders entitled to receive such notice, or any defect therein, shall not impair or affect the validity of an the amendment under this Section 9.01.