Common use of Amendments and Supplements Permitted Without Consent of Holders Clause in Contracts

Amendments and Supplements Permitted Without Consent of Holders. (a) Notwithstanding Section 10.2, the Company and the Trustee may ------------ amend or supplement this Indenture or the Securities without the consent of any Holder to: (i) cure any ambiguity, correct or supplement any provisions herein which may be inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture which shall not be inconsistent with the provisions of this Indenture; provided that such amendment does not adversely affect the rights of the Holders; (ii) provide for uncertificated Securities in addition to or in place of certificated Securities; (iii) evidence the succession of another corporation to the Company and provide for the assumption by such successor of the Company's obligations to the Holders hereunder and under the Securities as 57 permitted under Article Six; (iv) make any change that would (A) provide any ----------- additional rights or benefits to Holders or (B) not adversely affect the legal rights under the Indenture of any Holder, or (v) comply with the requirements of the Commission in order to effect or maintain the qualification of this Indenture under the TIA. (b) Upon the Company's request, after receipt by the Trustee of a resolution of the Board of Directors authorizing the execution of any amended or supplemental indenture, and the Officers' Certificate and Opinion of Counsel described in Section 10.6, the Trustee shall join with the Company in the ------------ execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be contained in any such amended or supplemental indenture, but the Trustee shall not be obligated to enter into an amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Amendments and Supplements Permitted Without Consent of Holders. (a) Notwithstanding Section 10.29.02, the Company Company, the Subsidiary Guarantors and the Trustee may ------------ amend or supplement this Indenture or the Securities Notes without the consent of any Holder to: (i) cure any ambiguity, correct defect or supplement any provisions herein which may be inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture which shall not be inconsistent with the provisions of this Indenture; provided that such amendment does not adversely affect the rights of the Holdersinconsistency; (ii) provide for uncertificated Securities Notes in addition to or in place of certificated SecuritiesNotes; (iii) evidence the succession of another corporation to the Company and provide for the assumption by such successor of the Company's ’s obligations to the Holders hereunder and under in the Securities as 57 event of any transaction involving the Company that is permitted under Article SixV in which the Company is not the Surviving Person; (iv) make any change that would (A) provide any ----------- additional rights or benefits to Holders or (B) does not adversely affect the legal rights under the Indenture of any Holder, or ; (v) comply with the requirements of the Commission in order to effect or maintain the qualification of this Indenture under the TIA; (vi) add additional Subsidiary Guarantors pursuant to Section 4.17 (which does not require existing Subsidiary Guarantors to execute such supplemental indenture); (vii) provide for the issuance of Additional Notes pursuant to Section 2.16 of this Indenture; (viii) to release a Guarantor from its Guarantee when permitted by this Indenture (which amendment does not require existing Subsidiary Guarantors to execute such amendment); or (ix) conform this Indenture or the Notes to provisions of the “Description of Notes” in the Offering Memorandum to the extent such provision was intended to be a verbatim recitation thereof. (b) Upon the Company's ’s request, after receipt by the Trustee of a resolution of the Board of Directors authorizing the execution of any amended or supplemental indenture, and the Officers' Certificate and Opinion of Counsel described in Section 10.6, the Trustee shall join with the Company and the Subsidiary Guarantors in the ------------ execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further future appropriate agreements and stipulations that may be contained in any such amended or supplemental indenture, but the Trustee shall not be obligated to enter into an amended or supplemental indenture that affects its own rights, duties duties, or immunities under this Indenture or otherwise.

Amendments and Supplements Permitted Without Consent of Holders. (a) Notwithstanding Section 10.29.02, the Company Company, the Subsidiary Guarantors and the Trustee may ------------ amend or supplement this Indenture or the Securities Notes without the consent of any Holder to: (i) cure any ambiguity, correct defect or supplement any provisions herein which may be inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture which shall not be inconsistent with the provisions of this Indenture; provided that such amendment does not adversely affect the rights of the Holdersinconsistency; (ii) provide for uncertificated Securities Notes in addition to or in place of certificated SecuritiesNotes; (iii) evidence the succession of another corporation to the Company and provide for the assumption by such successor of the Company's ’s obligations to the Holders hereunder and under in the Securities as 57 event of any transaction involving the Company that is permitted under Article SixV in which the Company is not the Surviving Person; (iv) make any change that would (A) provide any ----------- additional rights or benefits to Holders or (B) does not adversely affect the legal rights under the Indenture of any Holder, or ; (v) comply with the requirements of the Commission in order to effect or maintain the qualification of this Indenture under the TIA; (vi) add additional Subsidiary Guarantors pursuant to Section 4.17 (which does not require existing Subsidiary Guarantors to execute such supplemental indenture); (vii) provide for the issuance of Additional Notes pursuant to Section 2.15 of this Indenture; (viii) to release a Guarantor from its Guarantee when permitted by this Indenture (which amendment does not require existing Subsidiary Guarantors to execute such amendment); (ix) conform this Indenture or the Notes to provisions of the “Description of Notes” in the Offering Memorandum to the extent such provision was intended to be a substantially verbatim recitation thereof; or (x) provide for the assumption (and addition of Subsidiary Guarantors) on or after the Escrow Release Date referred to in Section 4.17(b) and Section 4.25(f). (b) Upon the Company's ’s request, after receipt by the Trustee of a resolution of the Board of Directors authorizing the execution of any amended or supplemental indenture, and the Officers' Certificate and Opinion of Counsel described in Section 10.6, the Trustee shall join with the Company and the Subsidiary Guarantors in the ------------ execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further future appropriate agreements and stipulations that may be contained in any such amended or supplemental indenture, but the Trustee shall not be obligated to enter into an amended or supplemental indenture that affects its own rights, duties duties, or immunities under this Indenture or otherwise.

Amendments and Supplements Permitted Without Consent of Holders. (a) Notwithstanding Section 10.29.02 hereof, the Company and the Trustee may ------------ amend or supplement this Indenture or the Securities Senior PIK Notes without the consent of any Holder to: (ia) to cure any ambiguity, correct defect or supplement any provisions herein which may be inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture which shall not be inconsistent with the provisions of this Indenture; provided that such amendment does not adversely affect the rights of the Holdersinconsistency; (iib) to provide for uncertificated Securities Senior PIK Notes in addition to or in place of certificated SecuritiesSenior PIK Notes; (iiic) evidence the succession of another corporation to the Company and provide for the assumption by such successor a Successor Corporation of the Company's obligations Obligations to the Holders hereunder and under in the Securities as 57 permitted under event of a Disposition pursuant to Article Six5; (ivd) make any change that would (A) provide any ----------- additional rights or benefits to Holders or (B) not adversely affect the legal rights under the Indenture of any Holder, or (v) comply with the Commission's requirements of the Commission in order to effect or maintain the qualification of this Indenture under the TIA. ; (be) to provide for guarantees with respect to the Senior PIK Notes; or (f) to make any change that does not materially adversely affect any Holder's legal rights under this Indenture. Upon the Company's request, after receipt by the Trustee of a resolution of the Board of Directors authorizing the execution of any amended or supplemental indenture, and the Officers' Certificate and Opinion of Counsel documents described in Section 10.69.06 hereof, the Trustee shall join with the Company in the ------------ execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be contained in any such amended or supplemental indenture, but the Trustee shall not be obligated to enter into an amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Amendments and Supplements Permitted Without Consent of Holders. (a) Notwithstanding Section 10.29.02, the Company Company, the Subsidiary Guarantors and the Trustee may ------------ amend or supplement this Indenture or the Securities Notes without the consent of any Holder to: (i) cure any ambiguity, correct defect or supplement any provisions herein which may be inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture which shall not be inconsistent with the provisions of this Indenture; provided that such amendment does not adversely affect the rights of the Holdersinconsistency; (ii) provide for uncertificated Securities Notes in addition to or in place of certificated SecuritiesNotes; (iii) evidence the succession of another corporation to the Company and provide for the assumption by such successor of the Company's ’s obligations to the Holders hereunder and under in the Securities as 57 event of any transaction involving the Company that is permitted under Article SixV in which the Company is not the Surviving Person; (iv) make any change that would (A) provide any ----------- additional rights or benefits to Holders or (B) does not adversely affect the legal rights under the Indenture of any Holder, or ; (v) comply with the requirements of the Commission in order to effect or maintain the qualification of this Indenture under the TIA; (vi) add additional Subsidiary Guarantors (including the addition of Subsidiary Guarantors on or after the Escrow Release Date referred to in Section 4.15(b) and 4.19(f)) (which does not require existing Subsidiary Guarantors to execute such supplemental indenture); (vii) provide for the issuance of Additional Notes pursuant to Section 2.15 of this Indenture; (viii) to release a Subsidiary Guarantor from its Guarantee when permitted by this Indenture (which amendment does not require existing Subsidiary Guarantors to execute such amendment); or (ix) conform this Indenture or the Notes to provisions of the “Description of Notes” in the Offering Memorandum to the extent such provision was intended to be a substantially verbatim recitation thereof. (b) Upon the Company's ’s request, after receipt by the Trustee of a resolution of the Board of Directors authorizing the execution of any amended or supplemental indenture, and the Officers' Certificate and Opinion of Counsel described in Section 10.6, the Trustee shall join with the Company and the Subsidiary Guarantors in the ------------ execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further future appropriate agreements and stipulations that may be contained in any such amended or supplemental indenture, but the Trustee shall not be obligated to enter into an amended or supplemental indenture that affects its own rights, duties duties, or immunities under this Indenture or otherwise.

Amendments and Supplements Permitted Without Consent of Holders. (a) Notwithstanding Section 10.29.02, the Company Company, the Subsidiary Guarantors and the Trustee may ------------ amend or supplement this Indenture or the Securities Notes without the consent of any Holder to: (i) cure any ambiguity, defect or inconsistency or correct or supplement any provisions herein which provision contained in this Indenture that may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture which shall not be inconsistent with the provisions of contained in this Indenture; provided that that, in each case, such amendment does or supplement shall not adversely affect the rights interests of the HoldersHolders of the Notes; (ii) provide for uncertificated Securities Notes in addition to or in place of certificated SecuritiesNotes; (iii) evidence the succession of another corporation to the Company and provide for the assumption by such successor of the Company's ’s obligations to the Holders hereunder and under in the Securities as 57 event of any transaction involving the Company that is permitted under Article SixV in which the Company is not the Surviving Person; (iv) make any change that would (A) provide any ----------- additional rights or benefits to Holders or (B) does not adversely affect the legal rights under the Indenture of any Holder, or ; (v) comply with the requirements of the Commission in order to effect or maintain the qualification of this Indenture under the TIA; (vi) add additional Subsidiary Guarantors pursuant to Section 4.15 (which does not require existing Subsidiary Guarantors to execute such supplemental indenture); (vii) provide for the issuance of Additional Notes pursuant to Section 2.15 of this Indenture; (viii) to release a Guarantor from its Guarantee when permitted by this Indenture (which amendment does not require existing Subsidiary Guarantors to execute such amendment); or (ix) conform this Indenture or the Notes to provisions of the “Description of Notes” in the Offering Memorandum to the extent such provision was intended to be a substantially verbatim recitation thereof. (b) Upon the Company's ’s request, after receipt by the Trustee of a resolution of the Board of Directors authorizing the execution of any amended or supplemental indenture, and the Officers' Certificate and Opinion of Counsel described in Section 10.6, the Trustee shall join with the Company and the Subsidiary Guarantors in the ------------ execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further future appropriate agreements and stipulations that may be contained in any such amended or supplemental indenture, but the Trustee shall not be obligated to enter into an amended or supplemental indenture that affects its own rights, duties duties, or immunities under this Indenture or otherwise.

Amendments and Supplements Permitted Without Consent of Holders. (a) Notwithstanding Section 10.29.02, the Company Company, the Subsidiary Guarantors and the Trustee may ------------ amend or supplement this Indenture or the Securities Notes without the consent of any Holder to: (i) cure any ambiguity, defect or inconsistency or correct or supplement any provisions herein which provision contained in this Indenture that may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture which shall not be inconsistent with the provisions of contained in this Indenture; provided that that, in each case, such amendment does or supplement shall not adversely affect the rights interests of the HoldersHolders of the Notes; (ii) provide for uncertificated Securities Notes in addition to or in place of certificated SecuritiesNotes; (iii) evidence the succession of another corporation to the Company and provide for the assumption by such successor of the Company's ’s obligations to the Holders hereunder and under in the Securities as 57 event of any transaction involving the Company that is permitted under Article SixV in which the Company is not the Surviving Person; (iv) make any change that would (A) provide any ----------- additional rights or benefits to Holders or (B) does not adversely affect the legal rights under the Indenture of any Holder, or ; (v) comply with the requirements of the Commission in order to effect or maintain the qualification of this Indenture under the TIA; (vi) add additional Subsidiary Guarantors pursuant to Section 4.15 (which does not require existing Subsidiary Guarantors to execute such supplemental indenture); (vii) provide for the issuance of Additional Notes pursuant to Section 2.15 of this Indenture; (viii) to release a Subsidiary Guarantor from its Guarantee when permitted by this Indenture (which amendment does not require existing Subsidiary Guarantors to execute such amendment); (ix) conform this Indenture or the Notes to provisions of the “Description of Notes” in the Offering Memorandum; or (x) provide for the assumption (and addition of Subsidiary Guarantors) on or after the Escrow Release Date referred to in Section 4.15(b) and Section 4.21(f). (b) Upon the Company's ’s request, after receipt by the Trustee of a resolution of the Board of Directors an Officers’ Certificate authorizing the execution of any amended or supplemental indenture, and the Officers' Certificate and Opinion of Counsel described in Section 10.6, the Trustee shall join with the Company and the Subsidiary Guarantors in the ------------ execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further future appropriate agreements and stipulations that may be contained in any such amended or supplemental indenture, but the Trustee shall not be obligated to enter into an amended or supplemental indenture that affects its own rights, duties duties, or immunities under this Indenture or otherwise.

Amendments and Supplements Permitted Without Consent of Holders. (a) Notwithstanding Section 10.29.02, the Company Company, the Subsidiary Guarantors, Trustee and the Trustee Notes Collateral Agent may ------------ amend or supplement this Indenture Indenture, the Notes or the Securities Security Documents without the consent of any Holder to: (i) cure any ambiguity, defect or inconsistency or correct or supplement any provisions herein which provision contained in this Indenture or the Security Documents that may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under contained in this Indenture which shall not be inconsistent with or the provisions of this IndentureSecurity Documents; provided that that, in each case, such amendment does or supplement shall not adversely affect the rights interests of the HoldersHolders of the Notes; (ii) provide for uncertificated Securities Notes in addition to or in place of certificated SecuritiesNotes; (iii) evidence the succession of another corporation to the Company and provide for the assumption by such successor of the Company's ’s obligations to the Holders hereunder and under in the Securities as 57 event of any transaction involving the Company that is permitted under Article SixV in which the Company is not the Surviving Person; (iv) make any change that would (A) provide any ----------- additional rights or benefits to Holders or (B) does not adversely affect the legal rights under the Indenture of any Holder, or ; (v) comply with the requirements of the Commission in order to effect or maintain the qualification of this Indenture under the TIA; (vi) add additional Subsidiary Guarantors pursuant to Section 4.15 (which does not require existing Subsidiary Guarantors to execute such supplemental indenture); (vii) provide for the issuance of Additional Notes pursuant to Section 2.15 of this Indenture; (viii) to secure Additional First Lien Obligations incurred in compliance with this Indenture and the Security Documents, (ix) to release Collateral as permitted by this Indenture and the Security Documents, (x) to release a Subsidiary Guarantor from its Guarantee when permitted by this Indenture (which amendment does not require existing Subsidiary Guarantors to execute such amendment); (xi) conform this Indenture, the Notes or the Security Documents to provisions of the “Description of Notes” in the Offering Memorandum, (xii) provide for the assumption (and addition of Subsidiary Guarantors) on or after the Escrow Release Date referred to in Section 4.15(b) and Section 4.21(f), (xiii) 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 to modify any such legend as required by the First Lien Intercreditor Agreement, (xiv) enter into any intercreditor agreement having substantially similar terms with respect to the Holders as those set forth in the First Lien Intercreditor Agreement, taken as a whole, or any joinder thereto or enter into the Junior Lien Intercreditor Agreement or any intercreditor agreement having substantially similar terms with respect to the Holders as those set forth in the Junior Lien Intercreditor Agreement, taken as a whole, or any joinder thereto, (xv) mortgage, pledge, hypothecate or grant any other Lien in favor of the Trustee or the Notes Collateral Agent for the benefit of the Holders, as additional security for the payment and performance of all or any portion of the First Lien Notes Obligations, in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a Lien is required to be granted to or for the benefit of the Trustee or the Notes Collateral Agent pursuant to this Indenture, any of the Security Documents or otherwise or (xvi) provide for the succession of any parties to the Security Documents (and other amendments that are administrative or ministerial in nature) in connection with an amendment, renewal, extension, substitution, refinancing, restructuring, replacement, supplementing or other modification from time to time of the Senior Secured Credit Agreement or any other agreement relating to First Lien Obligations that is not prohibited by this Indenture. (b) Upon the Company's ’s request, after receipt by the Trustee of a resolution of the Board of Directors an Officers’ Certificate authorizing the execution of any amended or supplemental indenture, and the Officers' Certificate and Opinion of Counsel described in Section 10.6, the Trustee shall join with the Company and the Subsidiary Guarantors in the ------------ execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further future appropriate agreements and stipulations that may be contained in any such amended or supplemental indenture, but the Trustee shall not be obligated to enter into an amended or supplemental indenture that affects its own rights, duties duties, or immunities under this Indenture or otherwise.

Amendments and Supplements Permitted Without Consent of Holders. (a) Notwithstanding Section 10.29.02, the Company Company, the Subsidiary Guarantors, the Trustee and the Trustee Notes Collateral Agent, if applicable, may ------------ amend or supplement this Indenture Indenture, the Notes, the Notes Security Documents or the Securities First Lien Intercreditor Agreement (for the avoidance of doubt, existing Subsidiary Guarantors need not execute any amendment or supplement pursuant to clause (vi) or (vii) below) without the consent of any Holder to: (i) cure any ambiguity, correct defect or supplement any provisions herein which may be inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture which shall not be inconsistent with the provisions of this Indenture; provided that such amendment does not adversely affect the rights of the Holdersinconsistency; (ii) provide for uncertificated Securities Notes in addition to or in place of certificated SecuritiesNotes; (iii) evidence the succession of another corporation to the Company and provide for the assumption by such successor of the Company's ’s obligations to the Holders hereunder and under in the Securities as 57 event of any transaction involving the Company that is permitted under Article SixV in which the Company is not the Surviving Person; (iv) make any change that would (A) provide any ----------- additional rights or benefits to Holders or (B) does not adversely affect the legal rights under the Indenture of any Holder, or ; (v) comply with the requirements of the Commission in order to effect or maintain the qualification of this Indenture under the TIA; (vi) add additional Subsidiary Guarantors, (vii) to release a Subsidiary Guarantor from its Guarantee when permitted by this Indenture, (viii) add additional assets as Collateral, (ix) make, complete or confirm any grant of Collateral permitted or required by this Indenture or any of the Notes Security Documents or any release, termination or discharge of Collateral that becomes effective as set forth in this Indenture or any of the Notes Security Documents or the First Lien Intercreditor Agreement, (x) release Collateral in accordance with this Indenture, the Notes Security Documents and the First Lien Intercreditor Agreement when permitted or required by this Indenture, the Notes Security Documents or the First Lien Intercreditor Agreement or (xi) conform this Indenture, the Notes, the First Lien Intercreditor Agreement or the applicable Notes Security Documents to provisions of this Indenture to the extent such provision was intended to be a substantially verbatim recitation thereof. (b) Upon the Company's ’s request, after receipt by the Trustee of a resolution of the Board of Directors authorizing the execution of any amended or supplemental indenture, and the Officers' Certificate and Opinion of Counsel described in Section 10.6, the Trustee shall join with the Company and the Subsidiary Guarantors in the ------------ execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further future appropriate agreements and stipulations that may be contained in any such amended or supplemental indenture, but the Trustee shall not be obligated to enter into an amended or supplemental indenture that affects its own rights, duties duties, or immunities under this Indenture or otherwise.