Common use of Amendments Without Consent of Holders Clause in Contracts

Amendments Without Consent of Holders. Without the consent of any Holders, the Buyer and the Trustee, at any time and from time to time, may enter into one or more amendments hereto or to the Securities, for any of the following purposes: (a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities any property or assets; or (b) to evidence the succession of another Person to the Buyer, and the assumption by any such successor of the covenants of the Buyer herein and in the Securities; or (c) to add to the covenants of the Buyer such further covenants, restrictions, conditions or provisions as the authorized officers of Buyer and the Trustee shall consider to be for the protection of the Holders of Securities, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this CVR Agreement as herein set forth; provided, that in respect of any such additional covenant, restriction, condition or provision such amendment may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an Event of Default or may limit the remedies available to the Trustee upon such an Event of Default or may limit the right of the Holders of a majority of the Securities to waive such an Event of Default; or (d) to cure any ambiguity, or to correct or supplement any provision herein or in the Securities which may be defective or inconsistent with any other provision herein; provided, that such provisions shall not materially reduce the benefits of this CVR Agreement or the Securities to the Holders; or (e) to provide for the issuance of the Securities in certificated form upon the occurrence of any of the events specified in Section 2.4 of this CVR Agreement; or (f) to make any other provisions with respect to matters or questions arising under this CVR Agreement; provided, that such provisions shall not adversely affect the interests of the Holders; or (g) to make any amendments or changes necessary to comply or maintain compliance with the Trust Indenture Act. Promptly following any amendment of this CVR Agreement or the Securities in accordance with this Section 7.1, the Trustee shall notify the Holders of the Securities of such amendment; provided, that any failure so to notify the Holders shall not affect the validity of such amendment.

Amendments Without Consent of Holders. Without the consent of any Holders, the Buyer Company and the Trustee, at any time and from time to time, may enter into one or more amendments hereto or to the Securities, for any of the following purposes: (a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities any property or assets; or (b) to evidence the succession of another Person to the BuyerCompany, and the assumption by any such successor of the covenants of the Buyer Company herein and in the Securities; or (c) to add to the covenants of the Buyer Company such further covenants, restrictions, conditions or provisions as the authorized officers its Board of Buyer Directors and the Trustee shall consider to be for the protection of the Holders of Securities, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this CVR Agreement as herein set forth; provided, that in respect of any such additional covenant, restriction, condition or provision such amendment may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an Event of Default or may limit the remedies available to the Trustee upon such an Event of Default or may limit the right of the Holders of a majority of the Securities to waive such an Event of Default; or (d) to cure any ambiguity, or to correct or supplement any provision herein or in the Securities which may be defective or inconsistent with any other provision herein; provided, that such provisions shall not materially reduce the benefits of this CVR Agreement or the Securities to the Holders; or (e) to provide for the issuance of the Securities in certificated form upon the occurrence of any of the events specified in Section 2.4 of this CVR Agreement; or (f) to make any other provisions with respect to matters or questions arising under this CVR Agreement; provided, that such provisions shall not adversely affect the interests of the Holders; or (gf) to make any amendments or changes necessary to comply or maintain compliance with the Trust Indenture Act. Promptly following any amendment of this CVR Agreement or the Securities in accordance with this Section 7.16.1, the Trustee shall notify the Holders of the Securities of such amendment; provided, that any failure so to notify the Holders shall not affect the validity of such amendment.

Amendments Without Consent of Holders. Without the consent of any Holders, the Buyer Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more amendments hereto or hereto, in form satisfactory to the SecuritiesTrustee, for any of the following purposes: (a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities PRs any property or assetsassets in addition to the Fund; or (b) to evidence the succession of another Person to the BuyerCompany, and the assumption by any such successor of the covenants of the Buyer Company herein and in the SecuritiesPRs; or (c) to add to the covenants of the Buyer Company such further covenants, restrictions, conditions or provisions as the authorized officers its Board of Buyer Directors and the Trustee shall consider to be for the protection of the Holders of SecuritiesPRs, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this CVR Agreement as herein set forth; provided, provided that in respect of any such additional covenant, restriction, condition or provision such amendment may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an Event of Default or may limit the remedies available to the Trustee upon such an Event of Default or may limit the right of the Holders of a majority of the Securities to waive such an Event of Default; or (d) to cure any ambiguity, or to correct or supplement any provision herein or in the Securities which may be defective or inconsistent with any other provision herein; provided, that such provisions shall not materially reduce the benefits of this CVR Agreement or the Securities to the Holders; or (e) to provide for the issuance of the Securities in certificated form upon the occurrence of any of the events specified in Section 2.4 of this CVR Agreement; or (f) to make any other provisions with respect to matters or questions arising under this CVR Agreement; providedprovided that in each case, that such provisions shall not materially adversely affect the interests of the Holders; or (g) to make any amendments or changes necessary to comply or maintain compliance with the Trust Indenture Act. Promptly following any amendment of this CVR Agreement or the Securities in accordance with this Section 7.1, the Trustee shall notify the Holders of the Securities of such amendment; provided, that any failure so to notify the Holders shall not affect the validity of such amendment.

Amendments Without Consent of Holders. Without the consent of or notice to any Holders, the Buyer Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more amendments hereto or indentures supplemental hereto, in form satisfactory to the SecuritiesTrustee, for any of the following purposes: (a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities any property or assets; or (b) to evidence the succession of another Person to the Buyer, Company and the assumption by any such successor of the covenants of the Buyer Company herein and in the Securities; orNotes, all to the extent otherwise permitted hereunder; (cb) to add to the covenants of the Buyer such further covenants, restrictions, conditions or provisions as the authorized officers of Buyer and the Trustee shall consider to be Company for the protection benefit of the Holders of Securities, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of Notes or to surrender any right or power herein conferred upon the several remedies provided in this CVR Agreement as herein set forth; provided, that in respect of Company; (c) to add any such additional covenant, restriction, condition or provision such amendment may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an Event of Default or may limit the remedies available to the Trustee upon such an Event of Default or may limit the right of the Holders of a majority of the Securities to waive such an Event Events of Default; or; (d) to add to or change any of the provisions of this Indenture to such extent as may be necessary to permit or facilitate the issuance of Notes in certificated form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Notes in uncertificated form; (e) to comply with any requirements of the SEC in connection with the qualification of this Indenture under the Trust Indenture Act; (f) to provide for or confirm the issuance of Additional Notes; (g) to provide for any Subsidiary Guarantee of the Notes, to secure the Notes or to confirm and evidence the release, termination or discharge of any Subsidiary Guarantee of or Lien securing the Notes when such release, termination or discharge is permitted by this Indenture; (h) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as may be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 7.08; (i) to cure any ambiguity, or to correct or supplement any provision herein or in the Securities which may be defective or inconsistent with any other provision herein; provided, that such provisions shall not materially reduce the benefits of this CVR Agreement or the Securities to the Holders; or (e) to provide for the issuance of the Securities in certificated form upon the occurrence of any of the events specified in Section 2.4 of this CVR Agreement; or (f) to make any other provisions with respect to matters or questions arising under this CVR Agreement; providedIndenture, provided that such provisions shall action pursuant to this clause (i) will not adversely affect the interests of the HoldersHolders in any material respect; or (gj) to make any amendments or changes necessary to comply or maintain compliance with the Trust Indenture Act. Promptly following any amendment of this CVR Agreement or the Securities in accordance with this Section 7.1, the Trustee shall notify the Holders of the Securities of such amendment; provided, other change that any failure so to notify the Holders shall does not materially and adversely affect the validity rights of such amendmentany Holder.

Amendments Without Consent of Holders. Without the consent of any Holders, the Buyer Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more amendments hereto or hereto, in form satisfactory to the SecuritiesTrustee, for any of the following purposes: (a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities CVRs any property or assets; or; (b) to evidence the succession of another Person to the BuyerCompany, and the assumption by any such successor of the covenants of the Buyer Company herein and in the Securities; orCVRs; (c) to add to the covenants of the Buyer Company such further covenants, restrictions, conditions or provisions as the authorized officers its Board of Buyer and the Trustee Directors shall consider to be for the protection of the Holders of SecuritiesCVRs, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this CVR Agreement as herein set forth; provided, provided that in respect of any such additional covenant, restriction, condition or provision such amendment may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an Event of Default or may limit the remedies available to the Trustee upon such an Event of Default or may limit the right of the Holders of a majority in aggregate principal amount of the Securities CVRs to waive such an Event of Default; or (d) to cure any ambiguity, or to correct or supplement any provision herein or in the Securities which may be defective or inconsistent with any other provision herein; provided, that such provisions shall not materially reduce the benefits of this CVR Agreement or the Securities to the Holders; or (e) to provide for the issuance of the Securities in certificated form upon the occurrence of any of the events specified in Section 2.4 of this CVR Agreement; or (f) to make any other provisions with respect to matters or questions arising under this CVR Agreement; providedprovided that in each case, that such provisions shall not adversely affect the interests of the Holders; or (g) to make any amendments or changes necessary to comply or maintain compliance with the Trust Indenture Act. Promptly following any amendment of this CVR Agreement or the Securities in accordance with this Section 7.1, the Trustee shall notify the Holders of the Securities of such amendment; provided, that any failure so to notify the Holders shall not affect the validity of such amendment.

Amendments Without Consent of Holders. Without the consent of any Holders, the Buyer Partnership, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more amendments hereto or hereto, in form satisfactory to the SecuritiesTrustee, for any of the following purposes: (a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities CVIs any property or assets; or (b) to evidence the succession of another Person to the BuyerPartnership, and the assumption by any such successor of the covenants of the Buyer Partnership herein and in the SecuritiesCVIs; or (c) to add to the covenants of the Buyer Partnership such further covenants, restrictions, conditions or provisions as the authorized officers Board of Buyer Directors and the Trustee shall consider to be for the protection of the Holders of SecuritiesCVIs, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this CVR Agreement as herein set forth; provided, provided that in respect of any such additional covenant, restriction, condition or provision such amendment may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an Event of Default or may limit the remedies available to the Trustee upon such an Event of Default or may limit the right of the Holders of a majority of the Securities Outstanding CVIs to waive such an Event of Default; or (d) to cure make any ambiguity, change that would provide any additional rights or to correct or supplement any provision herein or in the Securities which may be defective or inconsistent with any other provision herein; provided, that such provisions shall not materially reduce the benefits of this CVR Agreement or the Securities to the HoldersHolders or that does not adversely affect the legal rights under the Agreement of any Holder; or (e) to provide for the issuance of the Securities in certificated form upon the occurrence of cure any of the events specified in Section 2.4 of this CVR Agreementambiguity, omission, mistake, defect or inconsistency; or (f) to make any other provisions with respect to matters or questions arising under this CVR Agreement; provided, provided that any such other provisions shall not adversely affect the interests of the Holders; or (g) to make any amendments or changes necessary comply with the requirements of the Commission in order to comply effect or maintain compliance with the Trust Indenture Act. Promptly following any amendment of this CVR Agreement or the Securities in accordance with this Section 7.1, the Trustee shall notify the Holders qualification of the Securities of such amendment; provided, that any failure so to notify Agreement under the Holders shall not affect the validity of such amendmentTIA.

Amendments Without Consent of Holders. Without the ------------------------------------- consent of any Holders, the Buyer and the Trustee, at any time and from time to time, may enter into one or more amendments hereto or to the Securities, for any of the following purposes: (a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities any property or assets; or (b) to evidence the succession of another Person to the Buyer, and the assumption by any such successor of the covenants of the Buyer herein and in the Securities; or (c) to add to the covenants of the Buyer such further covenants, restrictions, conditions or provisions as the authorized officers of Buyer and the Trustee shall consider to be for the protection of the Holders of Securities, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this CVR Agreement as herein set forth; provided, that in respect of any such additional covenant, restriction, condition or provision such amendment may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an Event of Default or may limit the remedies available to the Trustee upon such an Event of Default or may limit the right of the Holders of a majority of the Securities to waive such an Event of Default; or (d) to cure any ambiguity, or to correct or supplement any provision herein or in the Securities which may be defective or inconsistent with any other provision herein; provided, that such provisions shall not materially reduce the benefits of this CVR Agreement or the Securities to the Holders; or (e) to provide for the issuance of the Securities in certificated form upon the occurrence of any of the events specified in Section 2.4 of this CVR Agreement; or (f) to make any other provisions with respect to matters or questions arising under this CVR Agreement; provided, that such provisions shall not adversely affect the interests of the Holders; or (g) to make any amendments or changes necessary to comply or maintain compliance with the Trust Indenture Act. Promptly following any amendment of this CVR Agreement or the Securities in accordance with this Section 7.1, the Trustee shall notify the Holders of the Securities of such amendment; provided, that any failure so to notify the Holders shall not affect the validity of such amendment.

Amendments Without Consent of Holders. Without the consent of any Holders, the Buyer Company and the Trustee, at any time and from time to time, may enter into one or more amendments hereto or to the Securities, for any of the following purposes: (a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities any property or assets; or (b) to evidence the succession of another Person to the BuyerCompany, and the assumption by any such successor of the covenants of the Buyer Company herein and in the Securities; or (c) to add to the covenants of the Buyer Company such further covenants, restrictions, conditions or provisions as the authorized officers its Board of Buyer Directors and the Trustee shall consider to be for the protection of the Holders of Securities, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this CVR Agreement as herein set forth; provided, that in respect of any such additional covenant, restriction, condition or provision such amendment may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an Event of Default or may limit the remedies available to the Trustee upon such an Event of Default or may limit the right of the Holders of a majority of the Securities to waive such an Event of Default; or (d) to cure any ambiguity, or to correct or supplement any provision herein or in the Securities which may be defective or inconsistent with any other provision herein; provided, that such provisions shall not materially reduce the benefits of this CVR Agreement or the Securities to the Holders; or (e) to provide for the issuance of the Securities in certificated form upon the occurrence of any of the events specified in Section 2.4 of this CVR Agreement; or (f) to make any other provisions with respect to matters or questions arising under this CVR Agreement; provided, that such provisions shall not adversely affect the interests of the Holders; or (gf) to make any amendments or changes necessary to comply or maintain compliance with the Trust Indenture Act. Promptly following any amendment of this CVR Agreement or the Securities in accordance with this Section 7.1, the Trustee shall notify the Holders of the Securities of such amendment; provided, that any failure so to notify the Holders shall not affect the validity of such amendment.in

Amendments Without Consent of Holders. Without the consent of or notice to any Holders, the Buyer Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more amendments hereto or indentures supplemental hereto, in form satisfactory to the SecuritiesTrustee, for any of the following purposes: (a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities any property or assets; or (b) to evidence the succession of another Person to the Buyer, Company and the assumption by any such successor of the covenants of the Buyer Company herein and in the Securities; orNotes, all to the extent otherwise permitted hereunder; (cb) to add to the covenants of the Buyer such further covenants, restrictions, conditions or provisions as the authorized officers of Buyer and the Trustee shall consider to be Company for the protection benefit of the Holders of Securities, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of Notes or to surrender any right or power herein conferred upon the several remedies provided in this CVR Agreement as herein set forth; provided, that in respect of Company; (c) to add any such additional covenant, restriction, condition or provision such amendment may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an Event of Default or may limit the remedies available to the Trustee upon such an Event of Default or may limit the right of the Holders of a majority of the Securities to waive such an Event Events of Default; or; (d) to add to or change any of the provisions of this Indenture to such extent as may be necessary to permit or facilitate the issuance of Notes in certificated form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Notes in uncertificated form; (e) to comply with any requirements of the Commission in connection with the qualification of this Indenture under the Trust Indenture Act; (f) to provide for or confirm the issuance of Additional Notes; (g) to provide for any Subsidiary Guarantee of the Notes, to secure the Notes or to confirm and evidence the release, termination or discharge of any Subsidiary Guarantee of or Lien securing the Notes when such release, termination or discharge is permitted by this Indenture; (h) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as may be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 7.08; (i) to cure any ambiguity, or to correct or supplement any provision herein or in the Securities which may be defective or inconsistent with any other provision herein; provided, that such provisions shall not materially reduce the benefits of this CVR Agreement or the Securities to the Holders; or (e) to provide for the issuance of the Securities in certificated form upon the occurrence of any of the events specified in Section 2.4 of this CVR Agreement; or (f) to make any other provisions with respect to matters or questions arising under this CVR Agreement; providedIndenture, provided that such provisions shall action pursuant to this clause (i) will not adversely affect the interests of the HoldersNoteholders in any material respect; or (gj) to make any amendments or changes necessary to comply or maintain compliance with the Trust Indenture Act. Promptly following any amendment of this CVR Agreement or the Securities in accordance with this Section 7.1, the Trustee shall notify the Holders of the Securities of such amendment; provided, other change that any failure so to notify the Holders shall does not materially and adversely affect the validity rights of such amendmentany Holder.

Amendments Without Consent of Holders. Without the consent of any Holders, the Buyer Parent and the Trustee, at any time and from time to time, may enter into one or more amendments hereto or to the SecuritiesCVRs, for any of the following purposes: (a) to convey, transfer, assign, mortgage or pledge to the Trustee Trustee, as security for the Securities CVRs, any property or assets; orassets; (b) to evidence the succession of another Person to the BuyerParent, and the assumption by any such successor of the covenants of the Buyer Parent herein and in the Securities; orCVRs; (c) to add to the covenants of the Buyer Parent such further covenants, restrictions, conditions or provisions as the authorized officers Board of Buyer Directors and the Trustee shall consider to be for the protection of the Holders of SecuritiesHolders, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this CVR Agreement as herein set forth; forth; provided, that in respect of any such additional covenant, restriction, condition or provision provision, such amendment may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an Event of Default or may limit the remedies available to the Trustee upon such an Event of Default or may limit the right of the Majority Holders of a majority of the Securities to waive such an Event of Default; orDefault; (d) to cure any ambiguity, or to correct or supplement any provision herein or in the Securities CVRs which may be defective or inconsistent with any other provision herein; provided, herein; provided that such provisions shall not materially reduce the benefits of this CVR Agreement or the Securities CVRs to the Holders; orHolders; (e) to provide for make any amendments or changes necessary to comply or maintain compliance with the issuance of the Securities in certificated form upon the occurrence of any of the events specified in Section 2.4 of this CVR Agreement; orTrust Indenture Act, if applicable; (f) to make any other provisions with respect to matters or questions arising under this CVR Agreement; Agreement; provided, that such provisions shall not adversely affect the interests of the Holders; Holders; or (g) to provide for uncertificated electronic book entry positions in addition to or in place of physical certificates to represent the CVRs; (h) to make any amendments or changes necessary to comply or maintain compliance with change that does not adversely affect the Trust Indenture Actinterests of the Holders. Promptly following any amendment of this CVR Agreement or the Securities CVRs in accordance with this Section 7.15.1, the Trustee shall notify the Holders of and the Securities Holder Representative of such amendment; provided, amendment in accordance with Section 5.4; provided that any failure to so to notify the Holders shall not not, in itself, affect the validity of such amendment. Notwithstanding the foregoing or anything in this CVR Agreement to the contrary, no amendment of Section 10.1 that adversely affects the Holder Representative in any material respect with respect to its rights or obligations under this CVR Agreement prior to the effectiveness of such amendment shall be effective without the Holder Representative’s prior written consent thereto.

Amendments Without Consent of Holders. Without the consent of any Holders, the Buyer Company and the Trustee, at any time and from time to time, may enter into one or more amendments hereto or to the Securities, for any of the following purposes: (a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities any property or assets; or (b) to evidence the succession of another Person to the BuyerCompany, and the assumption by any such successor of the covenants of the Buyer Company herein and in the Securities; or (c) to add to the covenants of the Buyer Company such further covenants, restrictions, conditions or provisions as the authorized officers its Board of Buyer Directors and the Trustee shall consider to be for the protection of the Holders of Securities, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this CVR Agreement as herein set forth; provided, that in respect of any such additional covenant, restriction, condition or provision provision, such amendment may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an Event of Default or may limit the remedies available to the Trustee upon such an Event of Default or may limit the right of the Holders of a majority of the Securities to waive such an Event of Default; or (d) to cure any ambiguity, or to correct or supplement any provision herein or in the Securities which may be defective or inconsistent with any other provision herein; provided, that such provisions shall not materially reduce the benefits of this CVR Agreement or the Securities to the Holders; or (e) to provide for the issuance of the Securities in certificated form upon the occurrence of any of the events specified in Section 2.4 of this CVR Agreement; or (f) to make any other provisions with respect to matters or questions arising under this CVR Agreement; provided, that such provisions shall not adversely affect the interests of the Holders; or (gf) to make any amendments or changes necessary to comply or maintain compliance with the Trust Indenture Act; or (g) make any change that does not adversely affect the interests of the Holders. Promptly following any amendment of this CVR Agreement or the Securities in accordance with this Section 7.16.1, the Trustee shall notify the Holders of the Securities of such amendment; provided, that any failure so to notify the Holders shall not affect the validity of such amendment.

Amendments Without Consent of Holders. Without the consent of or notice to any Holders, the Buyer Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more amendments hereto or indentures supplemental hereto, in form satisfactory to the SecuritiesTrustee, for any of the following purposes: (a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities any property or assets; or (bi) to evidence the succession of another Person to the Buyer, Company and the assumption by any such successor of the covenants of the Buyer Company herein and in the Securities; orNotes, all to the extent otherwise permitted hereunder; (cj) to add to the covenants of the Buyer such further covenants, restrictions, conditions or provisions as the authorized officers of Buyer and the Trustee shall consider to be Company for the protection benefit of the Holders of Securities, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any Notes or to surrender any right or power herein conferred upon the Company; (k) to add any additional Events of Default; (l) to add to or change any of the several remedies provided provisions of this Indenture to such extent as may be necessary to permit or facilitate the issuance of Notes in certificated form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Notes in uncertificated form; (m) to comply with any requirements of the SEC in connection with the qualification of this CVR Agreement as herein set forth; providedIndenture under the Trust Indenture Act; (n) to provide for or confirm the issuance of Additional Notes; (o) to provide for any Subsidiary Guarantee of the Notes, that in respect to secure the Notes or to confirm and evidence the release, termination or discharge of any Subsidiary Guarantee of or Lien securing the Notes when such additional covenantrelease, restriction, condition termination or provision such amendment may discharge is permitted by this Indenture; (p) to evidence and provide for the acceptance of appointment hereunder by a particular period successor Trustee with respect to the Notes and to add to or change any of grace after default (which period the provisions of this Indenture as may be shorter or longer than that allowed in the case of other defaults) or may necessary to provide for an immediate enforcement upon such an Event or facilitate the administration of Default or may limit the remedies available trusts hereunder by more than one Trustee, pursuant to the Trustee upon such an Event requirements of Default or may limit the right of the Holders of a majority of the Securities to waive such an Event of Default; orSection 7.08; (dq) to cure any ambiguity, or to correct or supplement any provision herein or in the Securities which may be defective or inconsistent with any other provision herein; provided, that such provisions shall not materially reduce the benefits of this CVR Agreement or the Securities to the Holders; or (e) to provide for the issuance of the Securities in certificated form upon the occurrence of any of the events specified in Section 2.4 of this CVR Agreement; or (f) to make any other provisions with respect to matters or questions arising under this CVR Agreement; providedIndenture, provided that such provisions shall action pursuant to this clause (i) will not adversely affect the interests of the HoldersHolders in any material respect; or (gr) to make any amendments or changes necessary to comply or maintain compliance with the Trust Indenture Act. Promptly following any amendment of this CVR Agreement or the Securities in accordance with this Section 7.1, the Trustee shall notify the Holders of the Securities of such amendment; provided, other change that any failure so to notify the Holders shall does not materially and adversely affect the validity rights of such amendmentany Holder.

Amendments Without Consent of Holders. Without the consent of any Holders, the Buyer and the Trustee, at any time and from time to time, may enter into one or more amendments hereto or to the Securities, for any of the following purposes: (a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities any property or assets; or (b) to evidence the succession of another Person to the Buyer, and the assumption by any such successor of the covenants of the Buyer herein and in the Securities; or (c) to add to the covenants of the Buyer such further covenants, restrictions, conditions or provisions as the authorized officers its Board of Buyer Directors and the Trustee shall consider to be for the protection of the Holders of Securities, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this CVR Agreement as herein set forth; provided, that in respect of any such additional covenant, restriction, condition or provision such amendment may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an Event of Default or may limit the remedies available to the Trustee upon such an Event of Default or may limit the right of the Holders of a majority of the Securities to waive such an Event of Default; or (d) to cure any ambiguity, or to correct or supplement any provision herein or in the Securities which may be defective or inconsistent with any other provision herein; provided, that such provisions shall not materially reduce the benefits of this CVR Agreement or the Securities to the Holders; or (e) to provide for the issuance of the Securities in certificated form upon the occurrence of any of the events specified in Section 2.4 of this CVR Agreement; or (f) to make any other provisions with respect to matters or questions arising under this CVR Agreement; provided, that such provisions shall not adversely affect the interests of the Holders; or (gf) to make any amendments or changes necessary to comply or maintain compliance with the Trust Indenture Act. . (g) Promptly following any amendment of this CVR Agreement or the Securities in accordance with this Section 7.16.1, the Trustee shall notify the Holders of the Securities of such amendment; provided, that any failure so to notify the Holders shall not affect the validity of such amendment.

Amendments Without Consent of Holders. Without the consent of any Holders, the Buyer Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more amendments hereto or hereto, in form satisfactory to the SecuritiesTrustee, for any of the following purposes: (a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities CVRs any property or assets; or; (b) to evidence the succession of another Person to the BuyerCompany, and the assumption by any such successor of the covenants of the Buyer Company herein and in the Securities; orCVRs; (c) to add to the covenants of the Buyer Company such further covenants, restrictions, conditions or provisions as the authorized officers its Board of Buyer Directors and the Trustee shall consider to be for the protection of the Holders of SecuritiesCVRs, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this CVR Agreement as herein set forth; provided, provided that in respect of any such additional covenant, restriction, condition or provision such amendment may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an Event of Default or may limit the remedies available to the Trustee upon such an Event of Default or may limit the right of the Holders of a majority in aggregate principal amount of the Securities CVRs to waive such an Event of Default; or (d) to cure any ambiguity, or to correct or supplement any provision herein or in the Securities which may be defective or inconsistent with any other provision herein; provided, that such provisions shall not materially reduce the benefits of this CVR Agreement or the Securities to the Holders; or (e) to provide for the issuance of the Securities in certificated form upon the occurrence of any of the events specified in Section 2.4 of this CVR Agreement; or (f) to make any other provisions with respect to matters or questions arising under this CVR Agreement; providedprovided that in each case, that such provisions shall not adversely affect the interests of the Holders; or (g) to make any amendments or changes necessary to comply or maintain compliance with the Trust Indenture Act. Promptly following any amendment of this CVR Agreement or the Securities in accordance with this Section 7.1, the Trustee shall notify the Holders of the Securities of such amendment; provided, that any failure so to notify the Holders shall not affect the validity of such amendment.

Amendments Without Consent of Holders. Without the consent of any Holders, the Buyer Issuers when authorized by their respective Board of Directors and the TrusteeRights Agent, at any time and from time to time, may enter into one or more amendments hereto or to the Securities, for any of the following purposes: (a) to convey, transfer, assign, mortgage or pledge to the Trustee Rights Agent as security for the Securities any property or assets; or (b) to evidence the succession of another Person to any of the BuyerIssuers, and the assumption by any such successor of the covenants of the Buyer such Issuer herein and in the Securities; or (c) to add to the covenants of the Buyer Issuers such further covenants, restrictions, conditions or provisions as the authorized officers Board of Buyer Directors of each of the Issuers and the Trustee Rights Agent shall consider to be for the protection of the Holders of Securities, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this CVR Agreement as herein set forth; provided, that in respect of any such additional covenant, restriction, condition or provision such amendment may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an Event of Default or may limit the remedies available to the Trustee Rights Agent upon such an Event of Default or may limit the right of the Holders of a majority of the Securities to waive such an Event of Default; or (d) to cure any ambiguity, or to correct or supplement any provision herein or in the Securities which may be defective or inconsistent with any other provision herein; provided, that such provisions shall not materially reduce the benefits of this CVR Agreement or the Securities to the Holders; or (e) to provide for the issuance of the Securities in certificated form upon the occurrence of any of the events specified in Section 2.4 of this CVR Agreement; or (f) to make any other provisions with respect to matters or questions arising under this CVR Agreement; provided, that such provisions shall not adversely affect the interests of the Holders; or (g) to make any amendments or changes necessary to comply or maintain compliance with the Trust Indenture Act. Promptly following any amendment of this CVR Agreement or the Securities in accordance with this Section 7.16.1, the Trustee Rights Agent shall notify the Holders of the Securities of such amendment; provided, that any failure so to notify the Holders shall not affect the validity of such amendment.

Amendments Without Consent of Holders. Without the consent of any Holders, the Buyer Company and the Trustee, at any time and from time to time, may enter into one or more amendments hereto or to the SecuritiesSecu- rities, for any of the following purposes: (a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities Securi- ties any property or assets; or (b) to evidence the succession of another Person to the BuyerCompany, and the assumption by any such successor of the covenants of the Buyer Company herein and in the Securities; or (c) to add to the covenants of the Buyer Compa- ny such further covenants, restrictions, conditions or provisions as the authorized officers its Board of Buyer Directors and the Trustee shall consider to be for the protection of the Holders of Securities, and to make the occurrenceoccur- rence, or the occurrence and continuance, of a default in any such additional covenants, restrictionsrestric- tions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this CVR Agreement as herein set forth; provided, provided that in respect of any such additional covenant, restriction, condition or provision such amendment may provide for a particular particu- lar period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an Event of Default or may limit the remedies available to the Trustee upon such an Event of Default or may limit the right of the Holders of a majority of the Securities to waive such an Event of Default; or (d) to cure any ambiguity, or to correct or supplement any provision herein or in the Securities Securi- ties which may be defective or inconsistent with any other provision herein; provided, provided that such provisions provi- sions shall not materially reduce the benefits of this CVR Agreement or the Securities to the Holders; or (e) to provide for the issuance of the Securities in certificated form upon the occurrence of any of the events specified in Section 2.4 of this CVR Agreement; or (f) to make any other provisions with respect to matters or questions arising under this CVR Agreement; provided, provided that such provisions shall not adversely affect the interests of the Holders; or (gf) to make any amendments or changes necessary to comply or maintain compliance with the Trust Indenture Act. Promptly following any amendment of this CVR Agreement Agree- ment or the Securities in accordance with this Section 7.16.1, the Trustee shall notify the Holders of the Securities Securi- ties of such amendment; provided, provided that any failure so to notify the Holders shall not affect the validity of such amendment.

Amendments Without Consent of Holders. Without the consent of any Holders, the Buyer Company and the Trustee, at any time and from time to time, may enter into one or more amendments hereto or to the Securities, for any of the following purposes: (a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities any property or assets; or (b) to evidence the succession of another Person to the BuyerCompany, and the assumption by any such successor of the covenants of the Buyer Company herein and in the Securities; or (c) to add to the covenants of the Buyer Company such further covenants, restrictions, conditions or provisions as the authorized officers its Board of Buyer Directors and the Trustee shall consider to be for the protection of the Holders of Securities, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this CVR Agreement as herein set forth; provided, that in respect of any such additional covenant, restriction, condition or provision provision, such amendment may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an Event of Default or may limit the remedies available to the Trustee upon such an Event of Default or may limit the right of the Holders of a majority of the Securities to waive such an Event of Default; oror 2 If the date of this CVR Agreement is after December 31, 2008, the execution version of this CVR Agreement shall provide that the certificate delivered under this section in respect of calendar year 2008 will be delivered within 120 days of the date of this Agreement. (d) to cure any ambiguity, or to correct or supplement any provision herein or in the Securities which may be defective or inconsistent with any other provision herein; provided, that such provisions shall not materially reduce the benefits of this CVR Agreement or the Securities to the Holders; or (e) to provide for the issuance of the Securities in certificated form upon the occurrence of any of the events specified in Section 2.4 of this CVR Agreement; or (f) to make any other provisions with respect to matters or questions arising under this CVR Agreement; provided, that such provisions shall not adversely affect the interests of the Holders; or; (gf) to make any amendments or changes necessary to comply or maintain compliance with the Trust Indenture Act; or (g) make any change that does not adversely affect the interests of the Holders. Promptly following any amendment of this CVR Agreement or the Securities in accordance with this Section 7.16.1, the Trustee shall notify the Holders of the Securities of such amendment; provided, that any failure so to notify the Holders shall not affect the validity of such amendment.

Amendments Without Consent of Holders. Without the consent of any Holders, the Buyer Parent and the Trustee, at any time and from time to time, may enter into one or more amendments hereto or to the SecuritiesCVRs, for any of the following purposes: (a) to convey, transfer, assign, mortgage or pledge to the Trustee Trustee, as security for the Securities CVRs, any property or assets; orassets; (b) to evidence the succession of another Person to the BuyerParent, and the assumption by any such successor of the covenants of the Buyer Parent herein and in the Securities; orCVRs; (c) to add to the covenants of the Buyer Parent such further covenants, restrictions, conditions or provisions as the authorized officers Board of Buyer Directors and the Trustee shall consider to be for the protection of the Holders of SecuritiesHolders, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this CVR Agreement as herein set forth; forth; provided, that in respect of any such additional covenant, restriction, condition or provision provision, such amendment may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an Event of Default or may limit the remedies available to the Trustee upon such an Event of Default or may limit the right of the Majority Holders of a majority of the Securities to waive such an Event of Default; orDefault; (d) to cure any ambiguity, or to correct or supplement any provision herein or in the Securities CVRs which may be defective or inconsistent with any other provision herein; provided, herein; provided that such provisions shall not materially reduce the benefits of this CVR Agreement or the Securities CVRs to the Holders; orHolders; (e) to provide for make any amendments or changes necessary to comply or maintain compliance with the issuance of the Securities in certificated form upon the occurrence of any of the events specified in Section 2.4 of this CVR Agreement; orTrust Indenture Act, if applicable; (f) to make any other provisions with respect to matters or questions arising under this CVR Agreement; Agreement; provided, that such provisions shall not adversely affect the interests of the Holders; Holders; or (g) to make any amendments or changes necessary to comply or maintain compliance with change that does not adversely affect the Trust Indenture Actinterests of the Holders. Promptly following any amendment of this CVR Agreement or the Securities CVRs in accordance with this Section 7.15.1, the Trustee shall notify the Holders of the Securities CVRs of such amendment; provided, amendment; provided that any failure so to notify the Holders shall not not, in itself, affect the validity of such amendment.