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

Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture and subject to the next succeeding paragraph, the Company and the Trustee may amend or supplement this Indenture, the Notes or the Security Documents without the consent of any Holder of a Note: (a) to cure any ambiguity, defect or inconsistency; (b) to provide for uncertificated Notes in addition to or in place of certificated Notes; (c) to provide for the assumption of the Company's obligations to Holders of Notes in the case of a merger or consolidation pursuant to Article 5 hereof, as applicable; (d) to make any change that would provide any additional rights or benefits to the Holders of Notes or that does not adversely affect the legal rights hereunder and under the Security Documents of any Holder of the Notes; (e) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; or (f) to mortgage, pledge or grant a Security Interest in favor of the Trustee as additional security for the payment and performance of obligations under this Indenture and the Notes, in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a Security Interest is required to be granted pursuant to the provisions of the Security Documents or otherwise. Upon the written request of the Company accompanied by a resolution of its Board of Directors of the Company authorizing the execution of any such amended or supplemental Indenture, and upon receipt by the Trustee of the documents described in Section 9.06 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 therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental Indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture and subject to the next succeeding paragraph9.2 hereof, the Company Company, the Guarantors and the Trustee may amend or supplement this Indenture, the Notes or the Security Documents any Guarantee, without the consent of any Holder of a Note: (a) to cure any ambiguity, defect or inconsistency; (b) to provide for uncertificated Notes in addition to or in place of certificated Notes; (c) to provide for the assumption of the Company's obligations to the Holders of the Notes in the case of a merger or consolidation pursuant to Article 5 V hereof, as applicable; (d) to provide for the release or assumption of a Guarantee in compliance with this Indenture; (e) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder and under the Security Documents of any Holder of the NotesNote; (ef) to comply with the provisions of the Depositary, Euroclear or Clearstream or the Trustee with respect to the provisions of this Indenture or the Notes relating to transfers and exchanges of Notes or beneficial interests therein; (g) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; or (fh) to mortgage, pledge or grant a Security Interest provide for the issuance of Additional Notes in favor accordance with the limitations set forth in this Indenture as of the Trustee as additional security for the payment and performance of obligations under this Indenture and the Notes, in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a Security Interest is required to be granted pursuant to the provisions of the Security Documents or otherwisedate hereof. Upon the written request of the Company accompanied by a resolution of its Board of Directors of the Company authorizing the execution of any such amended or supplemental Indenture, and upon receipt by the Trustee of the documents described in Section 9.06 9.6 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 therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental Indenture that adversely affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture and subject to the next succeeding paragraphIndenture, the Company Company, the Guarantors and the Trustee may amend or supplement this Indenture, Indenture or the Notes or the Security Documents without the consent of any Holder of a Note: (a) to cure any ambiguity, defect or inconsistencyinconsistency in a manner not adverse to any Holder; (b) to provide for uncertificated Notes in addition to or in place of certificated Certificated Notes; (c) to provide for the assumption of the Company's obligations to the Holders of Notes in the case of a merger merger, sale or consolidation pursuant to Article 5 hereof, as applicable; (d) to provide for additional Guarantors as set forth in Section 4.11, successor Guarantors as set forth in Section 11.03 or for the release or assumption of a Guarantee in compliance with this Indenture; (e) to make any change that would provide any additional rights or benefits to the Holders (including the addition of Notes any Guarantors) or that does not adversely affect the legal rights hereunder and under the Security Documents of any Holder of the NotesHolder; (ef) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; or (fg) to mortgageevidence, pledge or grant and provide for acceptance of, the appointment of a Security Interest in favor of the successor Trustee as additional security for the payment and performance of obligations under this Indenture and the Notes, in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a Security Interest is required to be granted pursuant to the provisions of the Security Documents or otherwisehereunder. Upon the written request of the Company accompanied by a resolution of its Board of Directors of the Company authorizing the execution of any such amended or supplemental Indentureindenture, and upon receipt by the Trustee of the documents described in Section 9.06 hereof, stating that the execution of such amended or supplemental indenture is authorized or permitted by this Indenture, the Trustee shall join with the Company in the execution of any amended or supplemental Indenture indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental Indenture indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture and subject to the next succeeding paragraphIndenture, the Company Company, the Guarantors and the Trustee may amend or supplement this Indenture, Indenture or the Notes or the Security Documents without the consent of any Holder of a Note: (a) to cure any ambiguity, defect or inconsistency; (b) to provide for uncertificated Notes in addition to or in place of certificated Notes; (c) to provide for the assumption of the Company's or any Guarantor's obligations to the Holders of the Notes in the case of a merger or consolidation pursuant to Article 5 Five or Article 11 hereof, as applicablethe case may be; (d) to make any change that would provide any additional rights or benefits to the Holders of the Notes (including providing for additional Subsidiary Guarantees pursuant to Section 4.13 hereof) or that does not materially adversely affect the legal rights hereunder and under the Security Documents of any Holder of the Notes;Note; or (e) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; or (f) to mortgage, pledge or grant a Security Interest in favor of the Trustee as additional security for the payment and performance of obligations under this Indenture and the Notes, in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a Security Interest is required to be granted pursuant to the provisions of the Security Documents or otherwise. Upon the written request of the Company accompanied by a resolution of its Board of Directors of the Company authorizing the execution of any such amended or supplemental Indenture, and upon receipt by the Trustee of the documents described in Section 9.06 7.02 hereof, the Trustee shall join with the Company and the Guarantors in the execution of any amended or supplemental Indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental Indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture and subject to the next succeeding paragraphIndenture, the Company Company, the Guarantors and the Trustee may amend or supplement this Indenture, the Notes Subsidiary Guarantees or the Security Documents Notes without the consent of any Holder of a Note: (a) to cure any ambiguity, defect or inconsistency; (b) to provide for uncertificated Notes in addition to or in place of certificated Notes; (c) to provide for the assumption of the Company's or Guarantor's obligations to the Holders of the Notes in the case of a merger or consolidation pursuant to Article 5 hereof, as applicablein accordance with this Indenture; (d) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture on the Issue Date; (e) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder and under the Security Documents of any Holder of the Notes;; or (ef) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; or (f) to mortgage, pledge or grant a Security Interest in favor of the Trustee as additional security for the payment and performance of obligations under this Indenture and the Notes, in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a Security Interest is required to be granted pursuant to the provisions of the Security Documents or otherwise. Upon the written request of the Company and the Guarantors accompanied by a resolution of its Board their respective Boards of Directors of the Company authorizing the execution of any such amended or supplemental Indenture, and upon receipt by the Trustee of the documents described in Section 9.06 7.02 hereof, the Trustee shall join with the Company and the Guarantors in the execution of any amended or supplemental Indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into any such amended or supplemental Indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture and subject to the next succeeding paragraphIndenture, the Company Company, the Guarantors and the Trustee may amend or supplement this Indenture, Indenture or the Notes or the Security Documents without the consent of any Holder of a Note: (a) to cure any ambiguity, defect or inconsistency; (b) to provide for uncertificated Notes in addition to or in place of certificated Notes; (c) to provide for the assumption of the Company's ’s obligations to the Holders of the Notes in the case of a merger or consolidation pursuant to Article 5 hereof, as applicable; (d) to secure the Notes pursuant to the requirements of Section 4.12 or otherwise; (e) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder and under the Security Documents of any Holder of the NotesNote, provided that any change to conform this Indenture to the Company’s final offering memorandum relating to the Series A Notes shall not be deemed to adversely affect such legal rights; (ef) to add or to release any Guarantor, in each case as provided in Article 10 hereof; or (g) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; or (f) to mortgage, pledge or grant a Security Interest in favor of the Trustee as additional security for the payment and performance of obligations under this Indenture and the Notes, in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a Security Interest is required to be granted pursuant to the provisions of the Security Documents or otherwise. Upon the written request of the Company accompanied by a resolution of its Board of Directors of the Company authorizing the execution of any such amended or supplemental IndentureCompany, and upon receipt by the Trustee of the documents described in Section 9.06 hereof, the Trustee shall join with the Company and the Guarantors in the execution of any amended or supplemental Indenture indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental Indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture and subject to the next succeeding paragraphIndenture, the Company Company, the Guarantors and the Trustee may amend or supplement this Indenture, the Notes or the Security Documents Guarantees without the consent of any Holder of a Note: (a) to cure any ambiguity, defect or inconsistency; (b) to provide for uncertificated Notes or Guarantees in addition to or in place of certificated NotesNotes or the Guarantees; (c) to provide for the assumption of the Company's or a Guarantor's obligations to the Holders of the Notes in the case of a merger or consolidation pursuant to Article 5 hereof5, as applicablewith respect to the Company and pursuant to Section 10.03, with respect to the Guarantors; (d) to make any change that would provide any additional rights or benefits to the Holders of the Notes or the Guarantees or that does not adversely affect the legal rights hereunder and under the Security Documents of any Holder of the Notes;Notes or the Guarantors; or (e) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; or (f) to mortgage, pledge or grant a Security Interest in favor of the Trustee as additional security for the payment and performance of obligations under this Indenture and the Notes, in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a Security Interest is required to be granted pursuant to the provisions of the Security Documents or otherwise. Upon the written request of the Company accompanied by a resolution of its the Board of Directors of the Company and each Guarantor authorizing the execution of any such amended or supplemental Indenture, and upon receipt by the Trustee of the documents described in Section 9.06 hereof9.06, the Trustee shall join with the Company and the Guarantors in the execution of any amended or supplemental Indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that which may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental Indenture that which affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture and subject to the next succeeding paragraphIndenture, the Company Company, the Guarantor and the Trustee may amend or supplement this Indenture, the Notes Subsidiary Guarantee or the Security Documents Notes without the consent of any Holder of a Note: (a1) to cure any ambiguity, defect defect, omission or inconsistency; (b2) to provide for uncertificated Notes in addition to or in place of certificated NotesNotes or to alter the provisions of Article 2 hereof (including the related definitions) in a manner that does not materially adversely affect any Holder; (c3) to provide for the assumption of the Company's obligations to the Holders of the Notes in by a successor to the case of a merger or consolidation Company pursuant to Article 5 hereof, as applicable; (d4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder and under the Security Documents this Indenture of any Holder of the Notes; (e5) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; or (f6) to mortgage, pledge or grant a Security Interest provide for the issuance of Additional Notes in favor accordance with the limitations set forth in this Indenture as of the Trustee as additional security for the payment and performance of obligations under this Indenture and the Notes, in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a Security Interest is required to be granted pursuant to the provisions of the Security Documents or otherwisedate hereof. Upon the written request of the Company accompanied by a resolution of its Board of Directors of the Company authorizing the execution of any such amended or supplemental Indenture, and upon receipt by the Trustee of the documents described in Section 9.06 7.02 hereof, the Trustee shall will join with the Company and the Guarantor in the execution of any amended or supplemental Indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall will not be obligated to enter into such amended or supplemental Indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 9.2 of this Indenture and subject to the next succeeding paragraphIndenture, the Company Company, the Subsidiary Guarantors and the Trustee may amend or supplement this Indenture, the Notes Subsidiary Guarantees or the Security Documents Notes without the consent of any Holder of a NoteHolder: (a) to cure any ambiguity, defect or inconsistency, provided that such action shall not adversely affect the interests of the Holders in any material respect; (b) to provide for uncertificated Notes in addition to or in place of certificated NotesNotes (provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code) or to alter the provisions of Article 2 hereof (including the related definitions) in a manner that does not materially adversely affect any Holder; (c) to provide for the assumption of the Company's and the Subsidiary Guarantors' obligations to the Holders of Notes in the case of a merger or consolidation pursuant to Article 5 hereof, as applicablenot prohibited by this Indenture; (d) to make any change that would provide any additional rights or benefits to the Holders of Notes or that does not adversely affect the legal rights hereunder and under the Security Documents of any Holder of the Notes;Holder; or (e) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; or (f) to mortgage, pledge or grant a Security Interest in favor of the Trustee as additional security for the payment and performance of obligations under this Indenture and the Notes, in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a Security Interest is required to be granted pursuant to the provisions of the Security Documents or otherwise. Upon the written request of the Company accompanied by a resolution of its Board of Directors of the Company authorizing the execution of any such amended or supplemental Indenture, and upon receipt by the Trustee of the documents described in Section 9.06 7.2 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 therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental Indenture that adversely affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture and subject to the next succeeding paragraphIndenture, the Company Company, the Guarantors and the Trustee may amend or supplement this Indenture, Indenture or the Notes or the Security Documents without the consent of any Holder of a Note: (a) to cure any ambiguity, defect or inconsistency; (b) to provide for uncertificated Notes in addition to or in place of certificated Notes; (c) to provide for the assumption of the Company's ’s obligations to the Holders of the Notes in the case of a merger or consolidation pursuant to Article 5 hereof, as applicable; (d) to secure the Notes pursuant to the requirements of Section 4.12 or otherwise; (e) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder and under the Security Documents of any Holder of the NotesNote, provided that any change to conform this Indenture to the Company’s final offering circular relating to the Series A Notes shall not be deemed to adversely affect such legal rights; (ef) to add or to release any Guarantor, in each case as provided in Article 10 hereof; or (g) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; or (f) to mortgage, pledge or grant a Security Interest in favor of the Trustee as additional security for the payment and performance of obligations under this Indenture and the Notes, in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a Security Interest is required to be granted pursuant to the provisions of the Security Documents or otherwise. Upon the written request of the Company accompanied by a resolution of its Board of Directors of the Company Resolution authorizing the execution of any such amended or supplemental Indentureindenture, and upon receipt by the Trustee of the documents described in Section 9.06 hereof, the Trustee shall join with the Company and the Guarantors in the execution of any amended or supplemental Indenture indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental Indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture and subject to the next succeeding paragraph9.2, the Company Company, the Guarantors and the Trustee may amend or supplement this Indenture, Indenture or the Notes or the Security Documents without the consent of any Holder of a Note: (a) to cure any ambiguity, defect defect, mistake or inconsistencyinconsistency so long as such changes do not, in the opinion of the Trustee, adversely affect the rights of any of the Holders in any material respect taken as a whole; (b) to provide for uncertificated Notes notes in addition to or in place of certificated Notes; (c) to provide for the assumption of the Company's or Guarantors' obligations to the Holders of the Notes in the case of a merger or consolidation or sale of all or substantially all of the Company's assets or Guarantors' assets pursuant to Article 5 hereof, as applicableV; (d) to make any change that would provide any additional rights or benefits to the Holders of Notes or that does not adversely affect the legal rights hereunder and under the Security Documents of any Holder of the Notes; (e) to comply with the requirements of the SEC Commission in order to effect or maintain the qualification of this Indenture under the TIA; or (fe) to mortgage, pledge make any change that would provide any additional rights or grant a Security Interest in favor benefits to the Holders of the Trustee as additional security for Notes or that does not adversely affect the payment and performance legal rights hereunder of obligations under this Indenture and any Holder of the Notes, in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a Security Interest is required to be granted pursuant to the provisions of the Security Documents or otherwise. Upon the written request of the Company Company, accompanied by a resolution Board Resolution (a copy of its Board of Directors of which shall be provided to the Company Trustee) authorizing the execution of any such amended or supplemental Indentureindenture, and upon receipt by the Trustee of the documents described an Officers' Certificate and an Opinion of Counsel in compliance with Section 9.06 hereof9.6, the Trustee shall join with the Company in the execution of any amended or supplemental Indenture indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental Indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 9.2 of this Indenture and subject to the next succeeding paragraphIndenture, the Company and the Trustee may amend or supplement this Indenture, Indenture or the Notes or the Security Documents without the consent of any Holder of a Note: (a) to cure any ambiguity, defect or inconsistency; (b) to provide for uncertificated Notes notes in addition to or in place of certificated Notes; (c) to provide for the assumption of the Company's obligations to the Holders of the Notes in the case of a merger or consolidation or sale of all or substantially all of the Company's assets pursuant to Article 5 hereof, as applicableV; (d) to comply with the requirements of the Commission in order to effect or maintain the qualification of this Indenture under the TIA; (e) evidence and provide for the acceptance of appointment by a successor Trustee; (f) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder and under the Security Documents of any Holder of the Notes;Notes in any material respect; and (eg) to comply add Guarantees with requirements of the SEC in order respect to effect or maintain the qualification of this Indenture under the TIA; or (f) to mortgage, pledge or grant a Security Interest in favor of the Trustee as additional security for the payment and performance of obligations under this Indenture and the Notes, in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a Security Interest is required to be granted pursuant to the provisions of the Security Documents or otherwise. Upon the written request of the Company Company, accompanied by a resolution of its the Board of Directors of the Company (evidenced by an Officers' Certificate) authorizing the execution of any such amended or supplemental Indentureindenture, and upon receipt by the Trustee of the any documents described requested by it in accordance with Section 9.06 7.2 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 therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental Indenture that affects its own rights, duties or immunities under this Indenture or otherwise.otherwise (other than the Supplemental Indenture referred to in the final paragraph of this Section 9.1). Notwithstanding any other provision of this Indenture, at any time prior to a Redemption Triggering Event, upon the request of Holdings, accompanied by a Board Resolution from it authorizing the execution of any such supplemental indenture, and upon receipt by the Trustee of any documents requested by it in accordance with Section 7.2 hereof, the Company, Holdings and the Trustee shall (without notice to or the consent of any Holder), enter into the supplemental indenture attached hereto as Exhibit F in connection with the Assumption and concurrently therewith (but prior to the effectiveness thereof), the Trustee, Holdings and the Interest Escrow Agent shall enter into the Interest Escrow Agreement, substantially in the form attached hereto as Exhibit G.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture and subject to the next succeeding paragraph9.2 hereof, the Company and the Trustee together may amend or supplement this Indenture, Indenture or the Notes or the Security Documents without the consent of any Holder of a NoteNote to: (a1) to cure any ambiguity, defect defect, error or inconsistency; (b2) to provide for uncertificated Notes in addition to or in place of certificated NotesNotes (PROVIDED that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code); (c3) to provide for the assumption of the Company's obligations to Holders of the Notes in the case of a merger or consolidation pursuant to Article 5 hereof, as applicableor sale of all or substantially all of the Company's assets; (d4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder and under the Security Documents this Indenture of any Holder of the Notes;such Holder; or (e5) to comply with requirements of the SEC Commission in order to effect or maintain the qualification of this Indenture under the TIA; or (f) to mortgage, pledge or grant a Security Interest in favor of the Trustee as additional security for the payment and performance of obligations under this Indenture and the Notes, in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a Security Interest is required to be granted pursuant to the provisions of the Security Documents or otherwise. Upon the written request of the Company Company, accompanied by a resolution of its Board of Directors of the Company Resolution authorizing the execution of any such amended or supplemental Indentureindenture, and upon receipt by the Trustee of the documents described in Section 9.06 hereof9.6, the Trustee shall join with the Company in the execution of any amended or supplemental Indenture indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that which may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental Indenture that indenture which adversely affects its own rights, duties or immunities under this Indenture hereunder or otherwise. The Company will inform the Luxembourg Stock Exchange of any of the foregoing amendments, supplements and waivers and provide, if necessary, a supplement to the Private Placement Memorandum setting forth reasonable details in connection with any such amendments, supplements or waivers.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture and subject to the next succeeding paragraph, the The Company and the Trustee may amend or supplement this Indenture, Indenture or the Notes or the Security Documents without the consent of any Holder of a Note: (a) to cure any ambiguity, defect or inconsistencyinconsistency or make any other change that does not, in the good faith opinion of the Board of Directors and the Trustee, adversely affect the rights of any Holders of Notes in any material respect; (b) to provide for uncertificated Notes in addition to or in place of certificated NotesNotes or to alter the provisions of Article 2 hereof (including the related definitions) in a manner that does not materially adversely affect any Holder; (c) to provide for the assumption of the Company's obligations to the Holders of the Notes in by a successor to the case of a merger or consolidation Company pursuant to Article 5 7 hereof, as applicable; (d) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not not, in the good faith opinion of the Board of Directors of the Company and the Trustee adversely affect the legal rights hereunder and under the Security Documents of any Holder of the NotesNote in any material respect; (e) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; or (f) to mortgage, pledge or grant a Security Interest in favor conform this Indenture to the description of the Trustee as additional security for Notes contained in the payment and performance Company's confidential offering memorandum dated May 20, 2003, relating to the offering of obligations under this Indenture and the Notes, in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a Security Interest is required to be granted pursuant to the provisions of the Security Documents or otherwise. Upon the written request of the Company accompanied by a resolution of its Board of Directors of the Company authorizing the execution of any such amended or supplemental Indentureindenture, and upon receipt by the Trustee of the documents described in Section 9.06 9.02 hereof, the Trustee shall join with the Company in the execution of any amended or supplemental Indenture indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental Indenture indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture and subject to the next succeeding paragraphhereof, the Company and the Trustee may amend or supplement this Indenture, the Notes Pledge Agreement or the Security Documents Notes without the consent of any Holder of a Note: , (a) to cure any ambiguity, defect or inconsistency; , (b) to provide for uncertificated Notes in addition to or in place of certificated Notes; , (c) to provide for the assumption of the Company's obligations to Holders of the Notes in the case of a merger or consolidation pursuant to Article 5 in accordance with Section 5.01 hereof, as applicable; (d) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder and under the Security Documents this Indenture of any Holder of the Notes; such Holder, or (e) to comply with requirements of the SEC Commission in order to effect or maintain the qualification of this Indenture under the TIA; or (f) to mortgage, pledge or grant a Security Interest in favor of the Trustee as additional security for the payment and performance of obligations under this Trust Indenture and the Notes, in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a Security Interest is required to be granted pursuant to the provisions of the Security Documents or otherwiseAct. Upon the written request of the Company accompanied by a resolution of its the Board of Directors of the Company authorizing the execution of any such amended or supplemental Indentureindenture, and upon receipt by the Trustee of the documents described in Section 9.06 hereof9.06, the Trustee shall join with the Company in the execution of any amended or supplemental Indenture indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that which may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental Indenture that indenture which affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. (a) Notwithstanding Section 9.02 of this Indenture and subject to the next succeeding paragraphIndenture, the Company Company, the Guarantors, if any, and the Trustee may amend or supplement this Indenture, Indenture or the Notes or the Security Documents without the consent of any Holder of a Note: (ai) to cure any ambiguity, defect or inconsistency; (bii) to provide for uncertificated Notes in addition to or in place of certificated Notes; (ciii) to provide for the assumption of the Company's or any Guarantor's obligations to Holders of Notes in the case of a merger or consolidation pursuant to Article 5 hereof, as applicableor sale of all or substantially all of the Company's or such Guarantor's assets; (div) to make any change that would provide any additional rights or benefits to the Holders of Notes or that does not adversely affect the legal rights hereunder and under the Security Documents this Indenture of any Holder of the Notessuch Holder; (ev) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIATrust Indenture Act; or (fvi) to mortgage, pledge or grant a Security Interest in favor of the Trustee as additional security for the payment and performance of obligations under this Indenture and allow any Subsidiary to guarantee the Notes, in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a Security Interest is required to be granted pursuant to the provisions of the Security Documents or otherwise. . (b) Upon the written request of the Company accompanied by a resolution of its Board of Directors of the Company authorizing the execution of any such amended or supplemental Indentureindenture, and upon receipt by the Trustee of the documents described in Section 9.06 7.02 hereof, the Trustee shall join with the Company in the execution of any amended or supplemental Indenture indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental Indenture indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture and subject to Indenture, without the next succeeding paragraphconsent of any Holder of Notes, the Company Company, the Guarantors and the Trustee may amend or supplement this Indenture, or the Notes or the Security Documents without the consent of any Holder of a NoteNote Guarantees: (a) to cure any ambiguity, defect defect, error or inconsistency; (b) to provide for uncertificated Notes in addition to or in place of certificated Notes; (c) to provide for the assumption of the Company's or any Guarantor's obligations to Holders of Notes in the case of a merger or consolidation pursuant to Article 5 hereof, as applicableor sale of all or substantially all of the assets of the Company or of such Guarantor; (d) to make any change that would provide any additional rights or benefits to the Holders of Notes or that does not adversely affect the legal rights hereunder and under the Security Documents this Indenture of any Holder of the Notessuch Holder; (e) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; orTrust Indenture Act; (f) to mortgage, pledge or grant a Security Interest in favor comply with the requirements of the Trustee as additional security Section 4.20; (g) to evidence and provide for the payment and performance acceptance of obligations under appointment by a successor Trustee, or (h) to provide for the issuance of Additional Notes in accordance with this Indenture and the Notes, in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a Security Interest is required to be granted pursuant to the provisions of the Security Documents or otherwiseIndenture. Upon the written request of the Company accompanied by a resolution of its Board of Directors of the Company authorizing the execution of any such amended or supplemental Indenture, and upon receipt by the Trustee of the documents described in Section 9.06 hereof7.02(b) hereof stating that such amended or supplemental Indenture complies with this Section 9.01, 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 therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental Indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture and subject to the next succeeding paragraphIndenture, the Company Company, the Guarantors and the Trustee may amend or supplement this Indenture, the Notes Notes, the Note Guarantees or the Security Collateral Documents without the consent of any Holder of a Note: (a) to cure any ambiguity, defect or inconsistency; (b) to provide for uncertificated Notes in addition to or in place of certificated Notes; (c) to provide for the assumption of the Company's obligations to the Holders of the Notes in the case of a merger or consolidation pursuant to Article 5 hereof, as applicableor sale of all or substantially all of the Company's assets; (d) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder and under the Security Documents of any Holder of the Notessuch Holder; (e) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; or (f) to mortgageenter into additional or supplemental Collateral Documents contemplated by Section 4.10, pledge or grant a Security Interest in favor of the Trustee as additional security for the payment 4.11 and performance of obligations under this Indenture and the Notes, in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a Security Interest is required to be granted pursuant to the provisions of the Security Documents or otherwise10.01 hereof. Upon the written request of the Company accompanied by a resolution of its Board of Directors of the Company authorizing the execution of any such amended or supplemental Indenture, and upon receipt by the Trustee of the documents described in Section 9.06 7.02 hereof, the Trustee shall join with the Company and the Guarantors in the execution of any amended or supplemental Indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental Indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture and subject to the next succeeding paragraphIndenture, the Company Company, the Guarantors and the Trustee may amend or supplement this Indenture, Indenture or the Notes or the Security Documents without the consent of any Holder of a Note: (a) to cure any ambiguity, defect or inconsistency; (b) to provide for uncertificated Notes in addition to or in place of certificated Notes; (c) to provide for the assumption of the Company's or a Guarantor's obligations to the Holders of the Notes in the case of a merger or consolidation pursuant to Article 5 hereof, as applicable; (d) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder and under the Security Documents of any Holder of the Notes; (e) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; or (f) to mortgage, pledge or grant a Security Interest provide for the issuance of Additional Notes in favor accordance with the limitations set forth in this Indenture as of the Trustee as additional security for the payment and performance of obligations under this Indenture and the Notes, in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a Security Interest is required to be granted pursuant to the provisions of the Security Documents or otherwisedate hereof. Upon the written request of the Company accompanied by a resolution of its Board of Directors of the Company authorizing the execution of any such amended or supplemental Indenture, and upon receipt by the Trustee of the documents described in Section 9.06 7.02 hereof, the Trustee shall join with the Company and the Guarantors in the execution of any amended or supplemental Indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental Indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture and subject to the next succeeding paragraphIndenture, the Company Issuer and the Trustee may amend or supplement this Indenture, Indenture or the Notes or the Security Documents without the consent of any Holder of a NoteNote and the Guarantors and the Trustee may amend or supplement any Guarantee: (a) to cure any ambiguity, defect or inconsistency; (b) to provide for uncertificated Notes in addition to or in place of certificated Notes; (c) to provide for the assumption of the CompanyIssuer's obligations to the Holders of the Notes in the case of a merger or consolidation pursuant to Article 5 hereof, as applicable; (d) to provide for additional Subsidiary Guarantors as set forth in Section 4.15; (e) to make any change that would provide any additional rights or benefits to the Holders of the Notes (including the addition of any Subsidiary Guarantors) or that does not adversely affect the legal rights hereunder and under the Security Documents of any Holder of the NotesNote; (ef) to comply with the provisions of the Depositary, Euroclear or Cedel or the Trustee with respect to the provisions of this Indenture or the Notes relating to transfers and exchanges of Notes or beneficial interests in Notes; or (g) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; or (f) to mortgage, pledge or grant a Security Interest in favor of the Trustee as additional security for the payment and performance of obligations under this Indenture and the Notes, in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a Security Interest is required to be granted pursuant to the provisions of the Security Documents or otherwise. Upon the written request of the Company Issuer accompanied by a resolution of its Board of Directors of the Company authorizing the execution of any such amended or supplemental Indenture, and upon receipt by the Trustee of the documents described in Section 9.06 7.02 hereof, the Trustee shall join with the Company Issuer in the execution of any amended or supplemental Indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental Indenture that adversely affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture and subject to the next succeeding paragraphIndenture, the Company Company, the Guarantors and the Trustee may amend or supplement this Indenture, the Notes Note Guarantees or the Security Documents Notes without the consent of any Holder of a Note: (a) to cure any ambiguity, defect or inconsistency; (b) to provide for uncertificated Notes in addition to or in place of certificated Notes; (c) to provide for the assumption of the Company's or a Guarantor's obligations to the Holders of the Notes in the case of a merger or consolidation or sale of all or substantially all of the Company's assets pursuant to Article 5 or Article 10 hereof, as applicable; (d) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder and under the Security Documents of any Holder of the NotesNote; (e) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; or (f) to mortgage, pledge or grant allow any Guarantor to execute a Security Interest in favor of the Trustee as additional security for the payment and performance of obligations under this Indenture and supplemental indenture and/or a Note Guarantee with respect to the Notes, in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a Security Interest is required to be granted pursuant to the provisions of the Security Documents or otherwise. Upon the written request of the Company accompanied by a resolution of its Board of Directors of the Company authorizing the execution of any such amended or supplemental Indenture, and upon receipt by the Trustee of the documents described in Section 9.06 7.02 hereof, the Trustee shall join with the Company and the Guarantors in the execution of any amended or supplemental Indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental Indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture and subject to the next succeeding paragraphIndenture, the Company and the Trustee may amend or supplement this Indenture, Indenture or the Notes or the Security Documents without the consent of any Holder of a Note: (a) to cure any ambiguity, defect or inconsistency; (b) to provide for uncertificated Notes in addition to or in place of certificated NotesNotes or to alter the provisions of Article 2 hereof (including the related definitions) in a manner that does not materially adversely affect any Holder; (c) to provide for the assumption of the Company's obligations to the Holders of the Notes in by a successor to the case of a merger or consolidation Company pursuant to Article 5 or Article 11 hereof, as applicable; (d) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder and under the Security Documents of any Holder of the NotesNote; (e) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; or (f) to mortgage, pledge or grant a Security Interest provide for the issuance of Notes issued after the Issue Date in favor accordance with the limitations set forth in this Indenture as of the Trustee as additional security for the payment and performance of obligations under this Indenture and the Notes, in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a Security Interest is required to be granted pursuant to the provisions of the Security Documents or otherwisedate hereof. Upon the written request of the Company accompanied by a resolution of its Board of Directors of the Company authorizing the execution of any such amended or supplemental Indenture, and upon receipt by the Trustee of the documents described in Section 9.06 7.02 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 therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental Indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture and subject to the next succeeding paragraphhereof, the Company Company, and the Trustee Trustee, at any time and from time to time, may amend or supplement this Indenture, Indenture or the Notes or the Security Documents without the consent of any Holder of a Note: (a) to cure any ambiguity, defect or inconsistency; (b) to provide for uncertificated Notes in addition to or in place of certificated Notes; (c) to provide for the assumption of the Company's obligations to the Holders of the Notes in by a successor to the case of a merger or consolidation Company pursuant to Article 5 hereof, as applicable; (d) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder and under the Security Documents of any Holder of the NotesNote; (e) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; or; (f) to mortgage, pledge or grant a Security Interest provide for the issuance of Additional Notes in favor accordance with the limitations set forth in this Indenture as of the Trustee as additional security date hereof; (g) to evidence and provide for the payment and performance acceptance of obligations the appointment of a successor trustee under this Indenture and the Notes, in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a Security Interest is required to be granted pursuant to the provisions of the Security Documents or otherwiseIndenture. Upon the written request of the Company accompanied by a resolution of its Board of Directors of the Company Resolution authorizing the execution of any such amended or supplemental Indenture, and upon receipt by the Trustee of the documents described in Section 9.06 7.02 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 therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental Indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 9.2 of this Indenture and subject to the next succeeding paragraphIndenture, the Company and the Trustee may amend or supplement this Indenture, the Notes Indenture or the Security Documents Notes, without the consent of any Holder of a Note: (a) to cure any ambiguity, defect or inconsistency; (b) to provide for uncertificated Notes in addition to or in place of certificated Notes; (c) to provide for the assumption of the Company's obligations to the Holders of the Notes in the case of a merger or consolidation pursuant to Article 5 V hereof, as applicable; (d) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder and under the Security Documents of any Holder of the NotesNotes in any material respect; (e) to comply with the provisions of the Depositary, Euroclear or Cedel or the Trustee with respect to the provisions of this Indenture or the Notes relating to transfers and exchanges of Notes or beneficial interests therein; or (f) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; or (f) to mortgage, pledge or grant a Security Interest in favor of the Trustee as additional security for the payment and performance of obligations under this Indenture and the Notes, in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a Security Interest is required to be granted pursuant to the provisions of the Security Documents or otherwise. Upon the written request of the Company accompanied by a resolution of its Board of Directors of the Company authorizing the execution of any such amended or supplemental Indenture, and upon receipt by the Trustee of the documents described in Section 9.06 9.6 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 therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental Indenture that adversely affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture and subject to the next succeeding paragraphIndenture, the Company Company, the Guarantors and the Trustee may amend or supplement this Indenture, Indenture or the Notes or the Security Documents without the consent of any Holder of a Note: (a) to cure any ambiguity, defect or inconsistency; (b) to provide for uncertificated Notes in addition to or in place of certificated Notes; (c) to provide for the assumption of the Company's ’s or a Guarantor’s obligations to the Holders of the Notes in the case of a merger or consolidation pursuant to Article 5 hereof, as applicable; (d) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder and under the Security Documents of any Holder of the Notes; (e) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; or (f) to mortgage, pledge or grant a Security Interest provide for the issuance of Additional Notes in favor accordance with the limitations set forth in this Indenture as of the Trustee as additional security for the payment and performance of obligations under this Indenture and the Notes, in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a Security Interest is required to be granted pursuant to the provisions of the Security Documents or otherwisedate hereof. Upon the written request of the Company accompanied by a resolution of its Board of Directors of the Company authorizing the execution of any such amended or supplemental Indenture, and upon receipt by the Trustee of the documents described in Section 9.06 7.02 hereof, the Trustee shall join with the Company and the Guarantors in the execution of any amended or supplemental Indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental Indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture and subject to the next succeeding paragraphIndenture, the Company Company, the Guarantors and the Trustee may amend or supplement this Indenture, the Notes or the Security Documents any Guarantee without the consent of any Holder of a Note: (a) to cure any ambiguity, defect or inconsistency; (b) to provide for uncertificated Notes in addition to or in place of certificated Notes; (c) to provide for the assumption of the Company's or any Guarantor's obligations to the Holders of the Notes in the case of a merger or consolidation pursuant to Article 5 hereof, as applicable; (d) to provide for the issuance of a Subsidiary Guarantee by a Subsidiary of the Company or Holdings; (e) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture on the Issue Date; (f) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder and under the Security Documents of any Holder of the Notes;such Holder; or (eg) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; or (f) to mortgage, pledge or grant a Security Interest in favor of the Trustee as additional security for the payment and performance of obligations under this Indenture and the Notes, in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a Security Interest is required to be granted pursuant to the provisions of the Security Documents or otherwise. Upon the written request of the Company accompanied by a resolution resolutions of its and the Guarantor's Board of Directors of the Company authorizing the execution of any such amended or supplemental Indenture, and upon receipt by the Trustee of the documents described in Section 9.06 7.02 hereof, the Trustee shall join with the Company and the Guarantors in the execution of any amended or supplemental Indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental Indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture and subject to the next succeeding paragraph, the The Company and the Trustee may amend or supplement this Indenture, Indenture or the Notes or the Security Documents without the consent of any Holder of a Note: (a) to cure any ambiguity, defect or inconsistencyinconsistency or make any other change that does not, in the good faith opinion of the Board of Directors and the Trustee, adversely affect the rights of any Holders of Notes in any material respect; (b) to provide for uncertificated Notes in addition to or in place of certificated NotesNotes or to alter the provisions of Article 2 hereof (including the related definitions) in a manner that does not materially adversely affect any Holder; (c) to provide for the assumption of the Company's obligations to the Holders of the Notes in by a successor to the case of a merger or consolidation Company pursuant to Article 5 7 hereof, as applicable; (d) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not not, in the good faith opinion of the Board of Directors of the Company and the Trustee adversely affect the legal rights hereunder and under the Security Documents of any Holder of the NotesNote in any material respect; (e) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; or (f) to mortgage, pledge or grant a Security Interest in favor conform this Indenture to the description of the Trustee as additional security for Notes contained in the payment and performance Company's confidential offering memorandum dated November 19, 2002, relating to the offering of obligations under this Indenture and the Notes, in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a Security Interest is required to be granted pursuant to the provisions of the Security Documents or otherwise. Upon the written request of the Company accompanied by a resolution of its Board of Directors of the Company authorizing the execution of any such amended or supplemental Indentureindenture, and upon receipt by the Trustee of the documents described in Section 9.06 9.02 hereof, the Trustee shall join with the Company in the execution of any amended or supplemental Indenture indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental Indenture indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture and subject to the next succeeding paragraphIndenture, the Company Issuers, the Guarantor and the Trustee may amend or supplement this Indenture, Indenture or the Notes or the Security Documents without the consent of any Holder of a Note: (a) to cure any ambiguity, defect or inconsistency; (b) to provide for uncertificated Notes in addition to or in place of certificated Notes; (c) to provide for the assumption of an Issuer's or the Company's obligations Guarantor's, obligations, as the case may be, to Holders of Notes in the case of a merger or consolidation or sale of all or substantially all of the assets of either Issuer or the Guarantor, as the case may be, pursuant to Article 5 hereof, as applicable5; (d) to make any change that would provide any additional rights or benefits to the Holders of Notes or that does not adversely affect the legal rights hereunder and under the Security Documents this Indenture of any Holder of the Notes;such Holder; or (e) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; or (f) TIA or otherwise as necessary to mortgage, pledge or grant a Security Interest in favor of the Trustee as additional security for the payment and performance of obligations under this Indenture and the Notes, in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a Security Interest is required to be granted pursuant to the provisions of the Security Documents or otherwisecomply with applicable law. Upon the written request of the Company Issuers accompanied by a resolution of its Board their respective Boards of Directors of the Company authorizing the execution of any such amended or supplemental Indenture, and upon receipt by the Trustee of the documents described in Section 9.06 hereof7.02, the Trustee shall join with the Company Issuers and the Guarantor in the execution of any amended or supplemental Indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental Indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 9.2 of this Indenture and subject to the next succeeding paragraphIndenture, the Company Company, the Guarantors, if any, and the Trustee Trustee, the Paying Agent, Registrar and Transfer Agent may amend or supplement this Indenture, Indenture or the Notes or the Security Documents without the consent of any Holder of a Note: (a) to cure any ambiguity, omission, defect or inconsistency;inconsistency so long as such changes do not adversely affect the rights of any of the Holders in any material respect. (b) to provide for uncertificated Notes in addition to or in place of certificated Notes; (c) to provide for the assumption of the Company's ’s obligations to the Holders of the Notes in the case of a merger or consolidation or sale of all or substantially all of the Company’s assets pursuant to Article 5 hereof, as applicableV; (c) to comply with the requirements of the Commission in order to effect or maintain the qualification of this Indenture under the TIA; or (d) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder and under the Security Documents of any Holder of the Notes; (e) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; or (f) to mortgage, pledge or grant a Security Interest in favor of the Trustee as additional security for the payment and performance of obligations under this Indenture and the Notes, Notes in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a Security Interest is required to be granted pursuant to the provisions of the Security Documents or otherwisematerial respect. Upon the written request of the Company Company, accompanied by a resolution of its Board of Directors of the Company Resolution (evidenced by an Officers’ Certificate) authorizing the execution of any such amended or supplemental Indentureindenture, and upon receipt by the Trustee of the documents described in Section 9.06 hereof7.2 (with copies to the Agents), the Trustee Trustee, the Paying Agent, Registrar and Transfer Agent shall join with the Company in the execution of any amended or supplemental Indenture indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee Trustee, the Paying Agent, Registrar and Transfer Agent shall not be obligated to enter into such amended or supplemental Indenture indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture and subject to the next succeeding paragraph9.2 hereof, the Company Company, the Guarantors and the Trustee may amend or supplement this Indenture, the Notes Notes, any Guarantee or the Security Documents Collateral Agreements, without the consent of any Holder of a Note: (a) to cure any ambiguity, defect or inconsistency; (b) to provide for uncertificated Notes in addition to or in place of certificated Notes; (c) to provide for the assumption of the Company's obligations to the Holders of the Notes in the case of a merger or consolidation pursuant to Article 5 V hereof, as applicable; (d) to provide for additional Guarantors as set forth in Section 4.18 hereof or for the release or assumption of a Guarantee in compliance with this Indenture; (e) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder and under the Security Documents of any Holder of the NotesNote; (ef) to comply with the provisions of the Depositary, Euroclear or Clearstream or the Trustee with respect to the provisions of this Indenture or the Notes relating to transfers and exchanges of Notes or beneficial interests therein; (g) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; or (fh) to mortgage, pledge or grant a Security Interest provide for the issuance of Additional Notes in favor accordance with the limitations set forth in this Indenture as of the Trustee as additional security for the payment and performance of obligations under this Indenture and the Notes, in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a Security Interest is required to be granted pursuant to the provisions of the Security Documents or otherwisedate hereof. Upon the written request of the Company accompanied by a resolution of its Board of Directors of the Company authorizing the execution of any such amended or supplemental Indenture, and upon receipt by the Trustee of the documents described in Section 9.06 9.6 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 therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental Indenture that adversely affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture and subject to the next succeeding paragraphIndenture, the Company Company, the Guarantors, if any, and the Trustee may amend or supplement this Indenture, the Notes Subsidiary Guarantees, if any, or the Security Documents Notes without the consent of any Holder of a Note: (a) to cure any ambiguity, defect or inconsistency; (b) to provide for uncertificated Notes in addition to or in place of certificated NotesNotes or to alter the provisions of Article 2 hereof (including the related definitions) in a manner that does not materially adversely affect any Holder; (c) to provide for the assumption of the Company's or a Guarantor's, if any, obligations to the Holders of the Notes in by a successor to the case of Company or a merger or consolidation Guarantor, if any, pursuant to Article 5 hereof, as applicable; (d) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder and under the Security Documents of any Holder of the NotesNote; (e) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; or (f) to mortgage, pledge or grant allow any Subsidiary to execute a Security Interest in favor of the Trustee as additional security for the payment and performance of obligations under this Indenture and supplemental indenture and/or a Subsidiary Guarantee with respect to the Notes, in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a Security Interest is required to be granted pursuant to the provisions of the Security Documents or otherwise. Upon the written request of the Company accompanied by a resolution of its Board of Directors of the Company authorizing the execution of any such amended or supplemental Indenture, and upon receipt by the Trustee of the documents described in Section 9.06 7.02 hereof, the Trustee shall join with the Company and the Guarantors, if any, in the execution of any amended or supplemental Indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental Indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture and subject to the next succeeding paragraph9.2, the Company Company, the Guarantors and the Trustee may amend or supplement this Indenture, Indenture or the Notes or the Security Documents without the consent of any Holder of a Note: (a) to cure any ambiguity, defect defect, mistake or inconsistencyinconsistency so long as such changes do not, in the opinion of the Trustee, adversely affect the rights of any of the Holders in any material respect taken as a whole; (b) to provide for uncertificated Notes notes in addition to or in place of certificated Notes; (c) to provide for the assumption of the Company's or Guarantors' obligations to the Holders of the Notes in the case of a merger or consolidation or sale of all or substantially all of the Company's or Guarantors' assets pursuant to Article 5 hereof, as applicableV; (d) to make any change that would provide any additional rights or benefits to the Holders of Notes or that does not adversely affect the legal rights hereunder and under the Security Documents of any Holder of the Notes; (e) to comply with the requirements of the SEC Commission in order to effect or maintain the qualification of this Indenture under the TIA; or (fe) to mortgage, pledge make any change that would provide any additional rights or grant a Security Interest in favor benefits to the Holders of the Trustee as additional security for Notes or that does not adversely affect the payment and performance legal rights hereunder of obligations under this Indenture and any Holder of the Notes, in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a Security Interest is required to be granted pursuant to the provisions of the Security Documents or otherwise. Upon the written request of the Company Company, accompanied by a resolution Board Resolution (a copy of its Board of Directors of which shall be provided to the Company Trustee) authorizing the execution of any such amended or supplemental Indentureindenture, and upon receipt by the Trustee of the documents described an Officers' Certificate and an Opinion of Counsel in compliance with Section 9.06 hereof9.6, the Trustee shall join with the Company in the execution of any amended or supplemental Indenture indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental Indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture and subject to the next succeeding paragraphIndenture, the Company and the Trustee may amend or supplement this Indenture, Indenture or the Notes or the Security Documents without the consent of any Holder of a Noteto: (a) to cure any ambiguity, defect or inconsistency; (b) to provide for uncertificated Notes in addition to or in place of certificated Notes; (c) to provide for the assumption by a successor corporation of the Company's obligations to Holders of Notes the Company under this Indenture in the case of a merger or consolidation pursuant to Article 5 hereof, as applicableor sale of all or substantially all of the Company’s assets; (d) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder and under the Security Documents of any Holder of the Notessuch Holder; (e) make any change to comply with requirements any requirement of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; (f) add covenants for the benefit of the Holders or to surrender any right or power conferred upon the Company or any Subsidiary Guarantors; or (fg) to mortgage, pledge or grant add a Security Interest in favor of the Trustee as additional security for the payment and performance of obligations Subsidiary Guarantor under this Indenture and the Notes, in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a Security Interest is required to be granted pursuant to the provisions of the Security Documents or otherwiseIndenture. Upon the written request of the Company accompanied by a resolution Board Resolution of its the Board of Directors of the Company authorizing the execution of any such amended or supplemental Indenture, and upon receipt by the Trustee of the documents described in Section 9.06 7.02 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 therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental Indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture and subject to the next succeeding paragraphIndenture, the Company Issuers, the Guarantor and the Trustee may amend or supplement this Indenture, Indenture or the Notes or the Security Documents without the consent of any Holder of a Note: (a) to cure any ambiguity, defect or inconsistency; (b) to provide for uncertificated Notes in addition to or in place of certificated Notes; (c) to provide for the assumption of an Issuer's or the CompanyGuarantor's obligations obligations, as the case may be, to Holders of Notes in the case of a merger or consolidation or sale of all or substantially all of the assets of either Issuer or the Guarantor, as the case may be, pursuant to Article 5 hereof, as applicable5; (d) to make any change that would provide any additional rights or benefits to the Holders of Notes or that does not adversely affect the legal rights hereunder and under the Security Documents this Indenture of any Holder of the Notes;such Holder; or (e) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; or (f) TIA or otherwise as necessary to mortgage, pledge or grant a Security Interest in favor of the Trustee as additional security for the payment and performance of obligations under this Indenture and the Notes, in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a Security Interest is required to be granted pursuant to the provisions of the Security Documents or otherwisecomply with applicable law. Upon the written request of the Company Issuers accompanied by a resolution of its Board their respective Boards of Directors of the Company authorizing the execution of any such amended or supplemental Indenture, and upon receipt by the Trustee of the documents described in Section 9.06 hereof7.02, the Trustee shall join with the Company Issuers and the Guarantor in the execution of any amended or supplemental Indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental Indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding ----------------------------------- Section 9.02 of this Indenture and subject to the next succeeding paragraph9.2 hereof, the Company and the Trustee together may amend or supplement this Indenture, Indenture or the Notes or the Security Documents without the consent of any Holder of a Note: Note (ai) to cure any ambiguity, omission, defect or inconsistency; , (bii) to provide for uncertificated Notes in addition to or in place of certificated Notes; , or to provide for additional forms of global Notes containing transfer and other restrictions and which comply with applicable U.S. securities and other laws, (ciii) to comply with the covenant relating to mergers, consolidations and sales of assets, (iv) to provide for the assumption of the Company's obligations to Holders of Notes in the case of a merger or consolidation pursuant to Article 5 hereofsuch Notes, as applicable; (dv) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder and under the Security Documents this Indenture of any Holder such Holder, (vi) to add covenants for the benefit of the Notes; Holders or to surrender any right or power conferred upon the Company, or (evii) to comply with requirements of the SEC Commission in order to effect or maintain the qualification of this Indenture under the TIA; or (f) to mortgage, pledge or grant a Security Interest in favor of the Trustee as additional security for the payment and performance of obligations under this Indenture and the Notes, in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a Security Interest is required to be granted pursuant to the provisions of the Security Documents or otherwise. Upon the written request of the Company Company, accompanied by a resolution of its Board of Directors of the Company Resolution authorizing the execution of any such amended amendment or supplemental Indentureindenture, and upon receipt by the Trustee of the documents described in Section 9.06 hereof9.6, the Trustee shall join with the Company in the execution of any amended or supplemental Indenture indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that which may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental Indenture that indenture which adversely affects its own rights, duties or immunities under this Indenture hereunder or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture and subject to the next succeeding paragraphIndenture, the Company Company, the Subsidiary Guarantors and the Trustee may amend or supplement this Indenture, the Notes Subsidiary Guarantees or the Security Documents Notes without the consent of any Holder of a Note: (a) to cure any ambiguity, defect or inconsistency; (b) to provide for uncertificated Notes in addition to or in place of certificated Notes; (c) to provide for the assumption of the Company's obligations to the Holders of the Notes in the case of a merger or consolidation pursuant to Article 5 hereof, as applicable; (d) to provide for additional Subsidiary Guarantors as set forth in Section 4.13 or for the release or assumption of a Subsidiary Guarantee in compliance with this Indenture; (e) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder and under the Security Documents of any Holder of the Notes;Note; or (ef) to comply with requirements of the SEC Commission in order to effect or maintain the qualification of this Indenture under the TIA; or (f) to mortgage, pledge or grant a Security Interest in favor of the Trustee as additional security for the payment and performance of obligations under this Indenture and the Notes, in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a Security Interest is required to be granted pursuant to the provisions of the Security Documents or otherwise. Upon the written request of the Company accompanied by a resolution of its Board of Directors of the Company authorizing the execution of any such amended or supplemental Indenture, and upon receipt by the Trustee of the documents described in Section 9.06 7.02 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 therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental Indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture and subject to the next succeeding paragraphIndenture, the Company and the Trustee may amend or supplement this Indenture, Indenture or the Notes or the Security Documents without the consent of any Holder of a Noteto: (a) to cure any ambiguity, defect or inconsistency; (b) to provide for the assumption by a successor corporation of the obligations of the Company under this Indenture in the case of a merger or consolidation or sale of all or substantially all of the Company's assets; (c) provide for uncertificated Notes in addition to or in place of certificated Notes; (c) to provide for the assumption of the Company's obligations to Holders of Notes in the case of a merger or consolidation pursuant to Article 5 hereof, as applicable; (d) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder and under the Security Documents of any Holder of the Notes;such Holder; or (e) make any change to comply with requirements any requirement of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; or (f) to mortgage, pledge or grant a Security Interest in favor of the Trustee as additional security for the payment and performance of obligations under this Indenture and the Notes, in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a Security Interest is required to be granted pursuant to the provisions of the Security Documents or otherwise. Upon the written request of the Company accompanied by a resolution Board Resolution of its the Board of Directors of the Company authorizing the execution of any such amended or supplemental Indenture, and upon receipt by the Trustee of the documents described in Section 9.06 7.02 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 therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental Indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture and subject to the next succeeding paragraphIndenture, the Company Company, the Parent Guarantor and the Trustee may amend or supplement this Indenture, Indenture or the Notes or the Security Documents without the consent of any Holder of a Note: (a) to cure any ambiguity, omission, defect or inconsistency; (b) to provide for uncertificated Notes in addition to or in place of certificated Notes; (c) to provide for the assumption of the Company's obligations to the Holders of the Notes in the case of a merger or consolidation pursuant to Article 5 hereof, as applicable; (d) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not materially adversely affect the legal rights hereunder and under the Security Documents of any Holder of the Notes;Note; or (e) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; or (f) to mortgage, pledge or grant a Security Interest in favor of the Trustee as additional security for the payment and performance of obligations under this Indenture and the Notes, in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a Security Interest is required to be granted pursuant to the provisions of the Security Documents or otherwise. Upon the written request of the Company accompanied by a resolution of its the Board of Directors of the Company Parent Guarantor authorizing the execution of any such amended or supplemental Indentureindenture, and upon receipt by the Trustee of the documents described in Section 9.06 7.02 hereof, the Trustee shall join with the Company and the Parent Guarantor in the execution of any amended or supplemental Indenture indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental Indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture and subject to the next succeeding paragraphIndenture, the Company Company, the Subsidiary Guarantors and the Trustee may amend or supplement this Indenture, the Notes Subsidiary Guarantees or the Security Documents Notes without the consent of any Holder of a Note: (a) to cure any ambiguity, defect or inconsistency; (b) to provide for uncertificated Notes in addition to or in place of certificated Notes; (c) to provide for the assumption of the Company's obligations to the Holders of the Notes in by a successor to the case of a merger or consolidation Company pursuant to Article 5 hereof, as applicable; (d) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder and under the Security Documents of any Holder of the Notes; (e) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; or; (f) to mortgage, pledge or grant allow any Subsidiary Guarantor to execute a Security Interest in favor of the Trustee as additional security for the payment and performance of obligations under this Indenture and supplemental indenture and/or a Subsidiary Guarantee with respect to the Notes, in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a Security Interest is required to be granted pursuant to the provisions of the Security Documents or otherwise. Upon the written request of the Company accompanied by a resolution of its Board of Directors of the Company authorizing the execution of any such amended or supplemental Indentureindenture, and upon receipt by the Trustee of the documents described in Section 9.06 7.02 hereof, the Trustee shall join with the Company and the Subsidiary Guarantors in the execution of any amended or supplemental Indenture indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental Indenture indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture and subject to the next succeeding paragraphIndenture, the Company Company, the Guarantors and the Trustee may amend or supplement this Indenture, the Notes Note Guarantees or the Security Documents Notes without the consent of any Holder of a Note: (a) to cure any ambiguity, defect or inconsistency; (b) to provide for uncertificated Notes in addition to or in place of certificated NotesNotes or to alter the provisions of Article 2 hereof (including the related definitions) in a manner that does not materially adversely affect any Holder; (c) to provide for the assumption of the Company's or a Guarantor's obligations to the Holders of the Notes in by a successor to the case of Company or a merger or consolidation Guarantor pursuant to Article 5 or Article 11 hereof, as applicable; (d) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder and under the Security Documents of any Holder of the Notes;Note; or (e) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; or (f) to mortgage, pledge or grant a Security Interest in favor of the Trustee as additional security for the payment and performance of obligations under this Indenture and the Notes, in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a Security Interest is required to be granted pursuant to the provisions of the Security Documents or otherwise. Upon the written request of the Company accompanied by a resolution of its Board of Directors of the Company authorizing the execution of any such amended or supplemental Indenture, and upon receipt by the Trustee of the documents described in Section 9.06 7.02 hereof, the Trustee shall join with the Company and the Guarantors in the execution of any amended or supplemental Indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental Indenture that affects its own rights, duties or immunities under this Indenture or otherwiseIndenture.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture and subject to the next succeeding paragraph9.02, the Company and the Trustee may amend or supplement this Indenture, Indenture or the Notes or the Security Documents without the consent of any Holder of a Note: (a) to cure any ambiguity, omission, defect or inconsistency; (b) to provide for uncertificated Notes in addition to or in place of certificated NotesNotes (provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code); (c) to provide for the assumption of the Company's obligations under this Indenture to the Holders of the Notes in by a successor Person to the case of a merger or consolidation Company pursuant to Article 5 hereof, as applicable5; (d) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder and under the Security Documents of any Holder of the NotesNote or to surrender any right or power conferred upon the Company hereby; (e) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; or; (f) to mortgage, pledge or grant a Security Interest in favor of the Trustee as additional security provide for the payment issuance of Notes issued after the Issue Date in accordance with the limitations set forth in this Indenture; (g) to add guarantees with respect to the Notes; (h) to secure the Notes; (i) to evidence and performance of obligations provide for the acceptance or appointment under this Indenture and the Notes, in any property or assets, including any which are required of a successor Trustee; or (j) to be mortgaged, pledged or hypothecated, or in which a Security Interest is required to be granted pursuant add to the provisions covenants of the Security Documents Company for the benefit of the Holders of the Notes or otherwiseto surrender any right or power conferred upon the Company. Upon the written request of the Company accompanied by a resolution of its Board of Directors of the Company Resolution authorizing the execution of any such amended or supplemental Indenture, and upon receipt by the Trustee of the documents described in Section 9.06 hereof7.02, 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 therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental Indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture and subject to the next succeeding paragraphIndenture, the Company Issuers and the Trustee may amend or supplement this Indenture, Indenture or the Notes or the Security Documents without the consent of any Holder of a NoteNote to: (a) to cure any ambiguity, defect or inconsistency; (b) to provide for uncertificated Notes in addition to effect or in place maintain the qualification of certificated Notesthe indentures under the Trust Indenture Act; (c) to provide for the assumption of the Company's obligations to Holders of Notes in the case of a merger or consolidation pursuant to Article 5 hereof, as applicablesecure any Notes; (d) to make any change that would provide any additional rights or benefits to add covenants for the protection of the Holders of Notes or that does not adversely affect the legal rights hereunder and under the Security Documents of any Holder of the Notes; (e) to comply with requirements establish the forms or terms of the SEC in order to effect or maintain the qualification Notes of this Indenture under the TIA; orany series; (f) to mortgage, pledge or grant a Security Interest make any other change that does not adversely affect in favor any material respect the rights under such indenture of the Trustee as additional security for Holders of Notes thereunder; (g) add a guarantee of the Issuers' payment and performance of obligations under this Indenture the Indentures by a subsidiary or other party; (h) evidence the acceptance of appointment by a successor trustee; (i) evidence and effect the Holding Company Reorganization; and (j) evidence the succession of another person to an Issuer and the assumption by any such successor of their obligations in accordance with the Indentures and the Notes, in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a Security Interest is required to be granted pursuant to the provisions of the Security Documents or otherwise. Upon the written request of the Company Issuers accompanied by a resolution of its Board their respective Boards of Directors of the Company authorizing the execution of any such amended or supplemental Indentureindenture, and upon receipt by the Trustee of the documents described in Section 9.06 7.02(b) hereof, the Trustee shall join with the Company Issuers in the execution of any amended or supplemental Indenture indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental Indenture indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture and subject to the next succeeding paragraph, the Company CVS and the Trustee may amend or supplement this Indenture, Indenture or the Notes without notice to or the Security Documents without the consent of any Holder of a Note: (ai) to cure any ambiguity, defect or inconsistencyinconsistency in this Indenture; provided that such amendments or supplements shall not materially and adversely affect the interests of the Holders; (b) to provide for uncertificated Notes in addition to or in place of certificated Notes; (cii) to provide for the assumption of the Company's CVS' obligations to Holders of Notes in the case of a merger or consolidation pursuant to Article 5 hereof, as applicable; (d) to make any change that would provide any additional rights or benefits to the Holders of the Notes in connection with a consolidation or that does not adversely affect the legal rights hereunder and under the Security Documents of any Holder merger of the NotesCompany or the sale, conveyance, transfer, lease or other disposal of all or substantially all of the property and assets of the Company pursuant to Article 5; (eiii) to comply with any requirements of the SEC in order to effect or maintain connection with the qualification of this Indenture under the TIA; ; (iv) to evidence and provide for the acceptance of appointment under this Indenture by a successor Trustee, or (fv) to mortgage, pledge or grant a Security Interest in favor make any change that does not materially and adversely affect the rights of the Trustee as additional security for the payment and performance of obligations under this Indenture and the Notes, in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a Security Interest is required to be granted pursuant to the provisions of the Security Documents or otherwiseHolder. Upon the written request of the Company CVS accompanied by a resolution of its the Board of Directors of the Company authorizing the execution of any such amended or supplemental Indenture, and upon receipt by the Trustee of the documents described in Section 9.06 hereof9.06, the Trustee shall join with the Company CVS 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 which may be therein containedcontained therein, but the Trustee shall not be obligated to enter into such amended or supplemental Indenture that which adversely affects its own rights, duties or immunities under this Indenture or otherwise. After an amendment, supplement or waiver under this Section 9.01 becomes effective, CVS shall mail to the Holders of Notes affected thereby a notice briefly describing any such amendment, supplement or waiver. Any failure of CVS to mail such notice, or any defect therein, shall not in any way impair or affect the validity of any such amended or supplemental Indenture or waiver. Subject to Section 6.07 and Section 6.04, the Holders of a majority in aggregate principal amount of the Notes then outstanding may waive compliance by CVS in any particular instance with any provision of this Indenture or the Notes.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 10.2 of this Indenture and subject to the next succeeding paragraphIndenture, the Company and the Trustee may amend or supplement this Indenture, Indenture or the Notes or the Security Documents without the consent of any Holder of a Note: (a) to cure any ambiguity, defect or inconsistency; (b) to provide for uncertificated Notes in addition to or in place of certificated Notes; (c) to provide for the assumption of the Company's obligations to the Holders of the Notes in the case of a merger or consolidation pursuant to Article 5 VI hereof, as applicable; (dc) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder and under the Security Documents of any Holder of the Notes; (ed) to comply with any applicable requirements of the SEC in order to effect Commission or maintain the qualification of this Indenture under the TIATIA as applicable; or (fe) to mortgage, pledge or grant a Security Interest in favor of the Trustee as additional security evidence and provide for the payment and performance acceptance of obligations under this Indenture and appointment hereunder by a successor Trustee with respect to the Notes, in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a Security Interest is required to be granted pursuant to . Xpon the provisions of the Security Documents or otherwise. Upon the written request of the Company Company, accompanied by a resolution of its the Board of Directors (evidenced by an Officers' Certificate of the Company Company) authorizing the execution of any such amended or supplemental Indentureindenture, and upon receipt by the Trustee of the documents described in Section 9.06 8.2 hereof, the Trustee shall join with the Company in the execution of any amended or supplemental Indenture indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental Indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture and subject to the next succeeding paragraphIndenture, the Company Company, the Guarantors and the Trustee may amend or supplement this Indenture, the Notes Guarantees or the Security Documents Notes without the consent of any Holder of a Note: (a) to cure any ambiguity, defect or inconsistency; (b) to provide for uncertificated Notes in addition to or in place of certificated Notes; (c) to provide for the assumption of the Company's obligations to the Holders of the Notes in the case of a merger or consolidation pursuant to Article 5 hereof, as applicableor sale of all or substantially all of the Company's assets; (d) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder and under the Security Documents this Indenture of any Holder of the Notes; (e) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; or; (f) to mortgage, pledge or grant a Security Interest in favor of the Trustee as additional security provide for the payment and performance issuance of obligations under this Indenture and Additional Notes in accordance with the Indenture; (g) to allow any Guarantor to execute a supplemental indenture and/or a Guarantee with respect to the Notes, in any property or assets, including any which are required ; (h) to be mortgaged, pledged or hypothecated, or in which evidence and provide for the acceptance of appointment by a Security Interest is required successor trustee; (i) to be granted pursuant add guarantees with respect to the provisions of Notes; or (j) to secure the Security Documents or otherwiseNotes. Upon the written request of the Company accompanied by a resolution of its Board of Directors of the Company authorizing the execution of any such amended or supplemental Indenture, and upon receipt by the Trustee of the documents described in Section 9.06 7.02 hereof, the Trustee shall join with the Company and the Guarantors in the execution of any amended or supplemental Indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental Indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture and subject to the next succeeding paragraphIndenture, the Company Company, the Guarantors and the Trustee may amend or supplement this Indenture, Indenture or the Notes or the Security Documents without the consent of any Holder of a Note: (a) to cure any ambiguity, defect or inconsistency; (b) to provide for uncertificated Notes in addition to or in place of certificated Notes; (c) to provide for the assumption of the Company's or any Guarantor's obligations to the Holders of the Notes in the case of a merger or consolidation pursuant to Article 5 hereof, as applicableor sale of all or substantially all of the Company's or such Guarantor's assets; (d) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder and under the Security Documents of any Holder of a Note (including but not limited to adding a Guarantor under the Indenture and adding additional collateral for the benefit of Holders of the Notes); (e) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; or (f) to mortgage, pledge or grant a Security Interest release any Guarantee in favor of the Trustee as additional security for the payment and performance of obligations under this Indenture and the Notes, in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a Security Interest is required to be granted pursuant to accordance with the provisions of the Security Documents or otherwisethis Indenture. Upon the written request of the Company accompanied by a resolution of its Board of Directors of the Company authorizing the execution of any such amended or supplemental Indentureindenture, and upon receipt by the Trustee of the documents described in Section 9.06 7.02 hereof, the Trustee shall join with the Company in the execution of any amended or supplemental Indenture indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental Indenture indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture and subject to the next succeeding paragraph9.2 hereof, the Company and the Trustee together may amend or supplement this Indenture, Indenture or the Notes or the Security Documents without the consent of any Holder of a NoteNote to: (a1) to cure any ambiguity, defect defect, error or inconsistency; (b2) to provide for uncertificated Notes in addition to or in place of certificated NotesDefinitive Notes (provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code); (c3) to provide for the assumption of the Company's ’s obligations to Holders of the Notes in the case of a merger or consolidation pursuant to Article 5 hereof, as applicableor sale of all or substantially all of the Company’s assets; (d4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder and under the Security Documents this Indenture of any Holder of the Notes;such Holder; or (e5) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; or (f) to mortgage, pledge or grant a Security Interest in favor of the Trustee as additional security for the payment and performance of obligations under this Indenture and the Notes, in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a Security Interest is required to be granted pursuant to the provisions of the Security Documents or otherwise. Upon the written request of the Company Company, accompanied by a resolution of its Board of Directors of the Company Resolution authorizing the execution of any such amended or supplemental Indentureindenture, and upon receipt by the Trustee of the documents described in Section 9.06 hereof9.6, the Trustee shall join with the Company in the execution of any amended or supplemental Indenture indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that which may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental Indenture that indenture which adversely affects its own rights, duties or immunities under this Indenture hereunder or otherwise. The Company will inform the Luxembourg Stock Exchange of any of the foregoing amendments, supplements and waivers and provide, if necessary, a supplement to the Offering Memorandum setting forth reasonable details in connection with any such amendments, supplements or waivers.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture and subject to the next succeeding paragraph9.2 hereof, the Company and the Trustee may amend or supplement this Indenture, Indenture or the Notes or the Security Documents without the consent of any Holder Holders of a Notethe Notes: (a) to cure any ambiguity, defect or inconsistency; (b) to provide for uncertificated Notes in addition to or in place of certificated NotesNotes or to alter the provisions of Article 2 hereof (including the related definitions) in a manner that does not materially adversely affect any Holder; (c) to provide for the assumption of the Company's obligations to the Holders of any of the Notes in the case of a merger merger, consolidation or consolidation sale of assets of the Company pursuant to Article 5 hereof, as applicable; (d) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder and under the Security Documents of any such Holder of the Notesin any material respect; (e) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; or (f) to mortgage, pledge or grant a Security Interest in favor of the Trustee as additional security for the payment and performance of obligations under this Indenture and allow any guarantor to guarantee the Notes, in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a Security Interest is required to be granted pursuant to the provisions of the Security Documents or otherwise. Upon the written request of the Company accompanied by a resolution of its Board of Directors of the Company authorizing the execution of any such amended or supplemental Indenture, and upon receipt by the Trustee of the documents described in Section 9.06 9.6 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 therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental Indenture that affects its own rights, duties duties, liabilities or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 9.2 of this Indenture and subject to the next succeeding paragraphIndenture, the Company and the Trustee may amend or supplement this Indenture, Indenture or the Notes or the Security Documents without the consent of any Holder of a Note: (a) to cure any ambiguity, defect or inconsistency, provided that such action shall not adversely affect the interests of the Holders in any material respect; (b) to provide for uncertificated Notes in addition to or in place of certificated Notes; (c) to provide for the assumption of the Company's obligations to the Holders of the Notes in the case of a merger or consolidation pursuant to Article 5 hereof, as applicable; (d) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder and under the Security Documents of any Holder of the Notes; (e) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; or (f) to mortgage, pledge or grant a Security Interest in favor of the Trustee as additional security for the payment and performance of obligations under this Indenture and the Notes, in at any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a Security Interest is required to be granted pursuant time prior to the provisions issuance of any Notes hereunder, to make any changes determined appropriate by the Security Documents or otherwiseBoard of Directors. Upon the written request of the Company accompanied by a resolution of its Board of Directors of the Company authorizing the execution of any such amended or supplemental Indentureindenture, and upon receipt by the Trustee of the documents described in Section 9.06 7.2 hereof, the Trustee shall join with the Company in the execution of any amended or supplemental Indenture indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental Indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture and subject to the next succeeding paragraphhereof, the Company Issuer and the Trustee may amend or supplement this Indenture, Indenture and the Notes or the Security Documents without the consent of any Holder of a Note: (a) to cure any ambiguity, defect or inconsistency; (b) to provide for uncertificated Notes in addition to or in place of certificated Notes; (c) to provide for (i) the assumption of the CompanyIssuer's obligations to the Holders of the Notes in the case of a merger or consolidation pursuant to Article 5 hereof, as applicableand (ii) certain amendments to the Collateral Documents expressly called for therein pursuant to Section 10.01 hereof; (d) to execute and deliver any documents necessary or appropriate to release Liens on any Collateral as permitted by Section 10.03 or 10.04 hereof; (e) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not materially adversely affect the legal rights hereunder and under the Security Documents of any Holder of the Notes;; or (ef) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; or (f) to mortgage, pledge or grant a Security Interest in favor of the Trustee as additional security for the payment and performance of obligations under this Indenture and the Notes, in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a Security Interest is required to be granted pursuant to the provisions of the Security Documents or otherwise. Upon the written request of the Company Issuer accompanied by a resolution of its the Board of Directors Trustees of the Company Issuer authorizing the execution of any such amended or supplemental Indenture, and upon receipt by the Trustee of the documents described in Section 9.06 hereof, the Trustee shall join with the Company Issuer in the execution of any amended or supplemental Indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that which may be therein contained, but the Trustee shall not be obligated to enter into any such amended or supplemental Indenture that which affects its own rights, duties or immunities under this Indenture Indenture, the Collateral Documents or otherwise. The Issuer shall give the Holders of the Notes notice of the effectiveness of any amendment under this Section 9.01.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture and subject to the next succeeding paragraphIndenture, the Company Company, the Guarantors and the Trustee may amend or supplement this Indenture, the Note Guarantees, the Notes or the Security Collateral Documents without the consent of any Holder of a Note: (a) to cure any ambiguity, defect or inconsistency; (b) to provide for uncertificated Notes in addition to or in place of certificated NotesNotes or to alter the provisions of Article 2 hereof (including the related definitions) in a manner that does not materially adversely affect any Holder; (c) to provide for the assumption of the Company's or a Guarantor's obligations to the Holders of the Notes in by a successor to the case of Company or a merger or consolidation Guarantor pursuant to Article 5 or Article 11 hereof, as applicable; (d) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder and under the Security Documents of any Holder of the NotesNote; (e) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; or (f) to mortgage, pledge or grant allow any Guarantor to execute a Security Interest in favor of the Trustee as additional security for the payment and performance of obligations under this Indenture and supplemental indenture and/or a Note Guarantee with respect to the Notes, in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a Security Interest is required to be granted pursuant to the provisions of the Security Documents or otherwise. Upon the written request of the Company accompanied by a resolution of its Board of Directors of the Company authorizing the execution of any such amended or supplemental Indenture, and upon receipt by the Trustee of the documents described in Section 9.06 7.02 hereof, the Trustee shall join with the Company and the Guarantors in the execution of any amended or supplemental Indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental Indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture and subject to the next succeeding paragraphIndenture, the Company Company, Coast Resorts and the Trustee may amend or supplement this Indenture, any Note Guarantee or the Notes or the Security Documents without the consent of any Holder of a Note: (a) to cure any ambiguity, defect or inconsistency; (b) to provide for uncertificated Notes in addition to or in place of certificated NotesNotes or to alter the provisions of Article 2 hereof (including the related definitions) in a manner that does not materially adversely affect any Holder; (c) to provide for the assumption of the Company's or a Guarantor's obligations to the Holders of the Notes in by a successor to the case of Company or a merger or consolidation Guarantor pursuant to Article 5 or Article 11 hereof, as applicable; (d) to make any change that would provide any additional rights or benefits to the Holders of Notes or that does not adversely affect the legal rights hereunder and under the Security Documents of any Holder of the NotesHolder; (e) to provide for additional Subsidiary Guarantees as set forth in Section 4.13 or for the release of a Guarantor in compliance with this Indenture; (f) to comply with requirements of the SEC Commission in order to effect or maintain the qualification of this Indenture under the TIA; or (fg) to mortgage, pledge or grant a Security Interest in favor of the Trustee as additional security provide for the payment and performance issuance of obligations under Additional Notes in accordance with the limitations set forth in this Indenture and the Notes, in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a Security Interest is required to be granted pursuant to the provisions of the Security Documents or otherwiseIndenture. Upon the written request of the Company accompanied by a resolution of its Board of Directors of the Company authorizing the execution of any such amended or supplemental Indenture, and upon receipt by the Trustee of the documents described in Section 9.06 7.02 hereof, the Trustee shall join with the Company and the Guarantors in the execution of any amended or supplemental Indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental Indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 9.2 of this Indenture and subject to the next succeeding paragraphIndenture, the Company and the Trustee may amend or supplement this Indenture, Indenture or the Notes or the Security Documents without the consent of any Holder of a Note: (a) to cure any ambiguity, defect or inconsistency;inconsistency so long as such changes do not, in the opinion of the Trustee, adversely affect the rights of any of the Holders in any material respect. (b) to provide for uncertificated Notes notes in addition to or in place of certificated Notes; (c) to provide for the assumption of the Company's obligations to the Holders of the Notes in the case of a merger or consolidation or sale of all or substantially all of the Company's assets pursuant to Article 5 V hereof, as applicable; (d) to make any change that would provide any additional rights or benefits to the Holders of Notes or that does not adversely affect the legal rights hereunder and under the Security Documents of any Holder of the Notes; (e) to comply with the requirements of the SEC Commission in order to effect or maintain the qualification of this Indenture under the TIA; or (fe) to mortgage, pledge make any change that would provide any additional rights or grant a Security Interest in favor benefits to the Holders of the Trustee as additional security for Notes or that does not adversely affect the payment and performance legal rights hereunder of obligations under this Indenture and any Holder of the Notes, Notes in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a Security Interest is required to be granted pursuant to the provisions of the Security Documents or otherwisematerial respect. Upon the written request of the Company Company, accompanied by a resolution of its the Board of Directors of the Company (evidenced by an Officers' Certificate) authorizing the execution of any such amended or supplemental Indentureindenture, and upon receipt by the Trustee of the documents described in Section 9.06 7.2 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 therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental Indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture and subject to the next succeeding paragraphSupplemental Indenture, the Company and the Trustee may amend or supplement this Indenture, Supplemental Indenture or the Notes or the Security Documents without the consent of any Holder of a Note: (a) to cure any ambiguity, defect or inconsistency; (b) to provide for uncertificated Notes in addition to or in place of certificated NotesNotes or to alter the provisions of Article 2 hereof (including the related definitions) in a manner that does not materially adversely affect any Holder; (c) to provide for the assumption of the Company's obligations to the Holders of Notes in by a successor to the case of a merger or consolidation Company pursuant to Article 5 hereof, as applicable; (d) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect in any material respect the legal rights hereunder and under the Security Documents of any Holder of the NotesNote; (e) to comply with requirements of the SEC in order to effect or maintain the qualification of this Supplemental Indenture under the TIA; or (f) to mortgage, pledge or grant a Security Interest in favor of the Trustee as additional security evidence and provide for the payment and performance acceptance of obligations appointment under this Supplemental Indenture and the Notes, in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which of a Security Interest is required to be granted pursuant to the provisions of the Security Documents or otherwisesuccessor Trustee. Upon the written request of the Company accompanied by by, to the extent necessary, a resolution of its Board of Directors of the Company Resolution authorizing the execution of any such amended or supplemental Supplemental Indenture, and upon receipt by the Trustee of the documents described in Section 9.06 7.02 hereof, the Trustee shall join with the Company in the execution of any amended or supplemental Supplemental Indenture authorized or permitted by the terms of this Supplemental Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental Supplemental Indenture that affects its own rights, duties or immunities under this Supplemental Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 9.2 of this Indenture and subject to the next succeeding paragraphIndenture, the Company Company, the Guarantors, if any, and the Trustee Trustee, the Paying Agent, Registrar and Transfer Agent may amend or supplement this Indenture, the Notes or the any Security Documents Document without the consent of any Holder of a Note: (a) to cure any ambiguity, omission, defect or inconsistency;inconsistency so long as such changes do not adversely affect the rights of any of the Holders in any material respect. (b) to provide for uncertificated Notes in addition to or in place of certificated Notes; (c) to provide for the assumption of the Company's ’s obligations to the Holders of the Notes in the case of a merger or consolidation or sale of all or substantially all of the Company’s assets pursuant to Article 5 hereof, as applicableV; (c) to comply with the requirements of the Commission in order to effect or maintain the qualification of this Indenture under the TIA; or (d) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder and under the Security Documents of any Holder of the Notes; (e) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; or (f) to mortgage, pledge or grant a Security Interest in favor of the Trustee as additional security for the payment and performance of obligations under this Indenture and the Notes, Notes in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a Security Interest is required to be granted pursuant to the provisions of the Security Documents or otherwisematerial respect. Upon the written request of the Company Company, accompanied by a resolution of its Board of Directors of the Company Resolution (evidenced by an Officers’ Certificate) authorizing the execution of any such amended or supplemental Indentureindenture, and upon receipt by the Trustee of the documents described in Section 9.06 hereof7.2 (with copies to the Agents), the Trustee Trustee, the Paying Agent, Registrar and Transfer Agent shall join with the Company in the execution of any amended or supplemental Indenture indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee Trustee, the Paying Agent, Registrar and Transfer Agent shall not be obligated to enter into such amended or supplemental Indenture indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture and subject to the next succeeding paragraphIndenture, the Company Company, the Guarantors and the Trustee may amend or supplement this Indenture, the Notes Note Guarantees or the Security Documents Notes without the consent of any Holder of a Note: (a) to cure any ambiguity, defect or inconsistency; (b) to provide for uncertificated Notes in addition to or in place of certificated NotesNotes or to alter the provisions of Article 2 hereof (including the related definitions) in a manner that does not materially adversely affect any Holder; (c) to provide for the assumption of the Company's obligations to the Holders of the Notes in by a successor to the case of a merger or consolidation Company pursuant to Article 5 or Article 10 hereof, as applicable; (d) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder and under the Security Documents of any Holder of the NotesNote; (e) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; or; (f) to mortgage, pledge or grant a Security Interest provide for the issuance of Additional Notes in favor accordance with the limitations set forth in this Indenture as of the Trustee as additional security for the payment and performance of obligations under this Indenture and date hereof; or (g) to allow any Guarantor to execute a supplemental indenture and/ or a Note Guarantee with respect to the Notes, in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a Security Interest is required to be granted pursuant to the provisions of the Security Documents or otherwise. Upon the written request of the Company accompanied by a resolution of its Board of Directors of the Company authorizing the execution of any such amended or supplemental Indenture, and upon receipt by the Trustee of the documents described in Section 9.06 7.02 hereof, the Trustee shall join with the Company and the Guarantors in the execution of any amended or supplemental Indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental Indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. (a) Notwithstanding Section 9.02 of this Indenture and subject to the next succeeding paragraphIndenture, the Company Company, the Guarantors, and the Trustee may amend or supplement this Indenture, Indenture or the Notes or the Security Documents without the consent of any Holder of a Note: (ai) to cure any ambiguity, omission, defect or inconsistency; (bii) to provide for uncertificated Notes in addition to or in place of certificated Notes; (ciii) to provide for the assumption of the Company's or any Guarantor's obligations to Holders of Notes in the case of a merger or consolidation pursuant to Article 5 hereof, as applicableor sale of all or substantially all of the Company's or such Guarantor's assets; (div) to make any change that would provide any additional rights or benefits to the Holders of Notes or that does not adversely affect the legal rights hereunder and under the Security Documents this Indenture of any such Holder of the Notesin any material respect; (ev) to comply with requirements of the SEC Commission in order to effect or maintain the qualification of this Indenture under the TIATrust Indenture Act; or (fvi) to mortgage, pledge or grant a Security Interest in favor reflect the release of the Trustee as additional security for the payment and performance of obligations under this Indenture and the Notes, in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a Security Interest is required to be granted pursuant to the provisions of the Security Documents or otherwise. Guarantor from its Note Guarantee. (b) Upon the written request of the Company accompanied by a resolution of its Board of Directors of the Company authorizing the execution of any such amended or supplemental Indenture, and upon receipt by the Trustee of the any documents described in requested under Section 9.06 7.02(b) 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 therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental Indenture that affects its own rights, duties or immunities under this Indenture or otherwise." modify Section 9.02-With Consent of Holders (delete clause (e)(ix) in its entirety and delete from clause (e)(ii) the phrase "(except as would otherwise be permitted under this Section 9.02(e)(ix))" relating to Section 9.02(e)(ix), which is being deleted);

Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture and subject to the next succeeding paragraphIndenture, the Company and the Trustee may amend or supplement this IndentureIndenture or Notes, and with respect to a Subsidiary Guarantee, the Notes Subsidiary Guarantor under such Subsidiary Guarantee and the Trustee may amend or the Security Documents supplement such Subsidiary Guarantee, without the consent of any Holder of a Note: (a) to cure any ambiguity, defect or inconsistency;, (b) to provide for uncertificated Notes in addition to or in place of certificated Notes, (c) to comply with Article 5 hereof; (cd) to provide for the assumption of the Company's or any Subsidiary Guarantor's obligations to the Holders of Notes in the case of a merger or consolidation pursuant to Article 5 hereof, as applicableNotes; (de) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not not, in the opinion of counsel, adversely affect the legal rights hereunder and under the Security Documents of any Holder such Holder, (f) to add covenants for the benefit of the Notes;Holders or to surrender any right or power conferred upon the Company, (eg) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; Trust Indenture Act, or (fh) to mortgage, pledge or grant add a Security Interest in favor of the Trustee as additional security for the payment and performance of obligations Subsidiary Guarantor under this Indenture and the Notes, in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a Security Interest is required to be granted pursuant to the provisions of the Security Documents or otherwiseIndenture. Upon the written request of the Company accompanied by a resolution resolutions of its the Board of Directors of the Company authorizing the execution of any such amended or supplemental Indenture, and upon receipt by the Trustee of the documents described in Section 9.06 hereofan Officers' Certificate and an Opinion of Counsel, the Trustee shall join with the Company and the Subsidiary Guarantors, if any, in the execution of any amended or supplemental Indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental Indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture and subject to the next succeeding paragraphIndenture, the Company Company, the Guarantors and the Trustee may amend or supplement this Indenture, Indenture or the Notes or the Security Documents without the consent of any Holder of a Note: (a) to cure any ambiguity, defect or inconsistency; (b) to provide for uncertificated Notes in addition to or in place of certificated Notes; (c) to provide for the assumption of the Company's obligations to the Holders of the Notes in by a successor to the case of Company or a merger or consolidation Guarantor pursuant to Article 5 hereof, as applicable; (d) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder and under the Security Documents of any Holder of the NotesNote; (e) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; or; (f) to mortgage, pledge or grant a Security Interest provide for the issuance of Additional Notes in favor accordance with the limitations set forth in this Indenture as of the Trustee as additional security for the payment and performance of obligations under this Indenture and date hereof; or (g) to allow any Guarantor to execute a supplemental indenture and/or a Guaranty with respect to the Notes, in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a Security Interest is required to be granted pursuant to the provisions of the Security Documents or otherwise. Upon the written request of the Company accompanied by a resolution of its Board of Directors of the Company authorizing the execution of any such amended or supplemental Indenture, and upon receipt by the Trustee of the documents described in Section 9.06 7.02 hereof, the Trustee shall join with the Company and the Guarantors in the execution of any amended or supplemental Indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental Indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 9.2 of this Indenture and subject to the next succeeding paragraphIndenture, the Company and the Trustee may amend or supplement this Indenture, Indenture or the Notes or the Security Documents without the consent of any Holder of a Note: (a) to cure any ambiguity, defect or inconsistency, provided that such action shall not adversely affect the interests of the Holders in any material respect; (b) to provide for uncertificated Notes in addition to or in place of certificated Notes;. (c) to provide for the assumption of the Company's obligations to the Holders of the Notes in the case of a merger or consolidation pursuant to Article 5 hereof, as applicable; (d) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder and under the Security Documents of any Holder of the Notes; (e) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; or (f) to mortgage, pledge or grant a Security Interest in favor of the Trustee as additional security for the payment and performance of obligations under this Indenture and the Notes, in at any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a Security Interest is required to be granted pursuant time prior to the provisions issuance of any Notes hereunder, to make any changes determined appropriate by the Security Documents or otherwiseBoard of Directors. Upon the written request of the Company accompanied by a resolution of its Board of Directors of the Company authorizing the execution of any such amended or supplemental Indentureindenture, and upon receipt by the Trustee of the documents described in Section 9.06 7.2 hereof, the Trustee shall join with the Company in the execution of any amended or supplemental Indenture indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, contained but the Trustee shall not be obligated to enter into such amended or supplemental Indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 9.2 of this Indenture and Indenture, but subject to the next succeeding paragraphconsent of the holders of Designated Senior Indebtedness in the case of any amendment of or supplement to Article 10 or Section 11.7 hereof, or the definitions of terms used therein only insofar as such terms are used therein, the Company and the Trustee may amend or supplement this Indenture, Indenture or the Notes or the Security Documents without the consent of any Holder of a Note: (a) to cure any ambiguity, defect or inconsistency; (b) to provide for uncertificated Notes in addition to or in place of certificated Notes; (c) to provide for the assumption of the Company's obligations to the Holders of the Notes in the case of a merger or consolidation pursuant to Article 5 hereof, as applicable; (d) to make any change that would provide any additional rights or benefits to the Holders of the Notes (including the addition of any Guarantor) or that does not adversely affect the legal rights hereunder and under the Security Documents of any Holder of the NotesNote; (e) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; or (f) to mortgage, pledge or grant a Security Interest in favor comply with the procedures of the Trustee as additional security for Depositary with respect to the payment and performance provisions of obligations under this Indenture and the Notes, in any property or assets, including any which are required Notes relating to be mortgaged, pledged or hypothecated, or in which a Security Interest is required to be granted pursuant to the provisions transfers and/or exchanges of the Security Documents or otherwiseNotes. Upon the written request of the Company accompanied by a resolution of its Board of Directors of the Company authorizing the execution of any such amended or supplemental Indenture, and upon receipt by the Trustee of the documents described in Section 9.06 7.2 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 therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental Indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture and subject to the next succeeding paragraphIndenture, the Company and the Trustee may amend or supplement this Indenture, Indenture or the Notes or the Security Documents without the consent of any Holder of a Note: (a1) to cure any ambiguity, defect or inconsistency; (b2) to provide for uncertificated Notes in addition to or in place of certificated Notes; (c3) to provide for the assumption of the Company's obligations to the Holders of the Notes in by a successor to the case of a merger or consolidation Company pursuant to Article 5 hereof, as applicable; (d4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder and under the Security Documents of any Holder of the Notes; (e5) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; or; (f6) to mortgagemake, pledge complete or confirm any grant a Security Interest in favor of the Trustee as additional security for the payment and performance of obligations under Collateral permitted or required by this Indenture and the Notes, in or any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a Security Interest is required to be granted pursuant to the provisions of the Security Documents or otherwiseany release of Collateral that becomes effective as set forth in this Indenture or any of the Security Documents; or (7) to conform the text of this Indenture, the Notes or the Security Documents to any provision of the Description of the Notes section of the Offering Memorandum to the extent that such provision of the Description of the Notes section of the Offering Memorandum was intended to be a verbatim recitation of a provision of this Indenture, the Notes or the Security Documents. Upon the written request of the Company accompanied by a resolution of its Board of Directors of the Company authorizing the execution of any such amended or supplemental Indenture, and upon receipt by the Trustee of the documents described in Section 9.06 7.02 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 therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental Indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture and subject to the next succeeding paragraphIndenture, the Company Company, the Guarantors, if any, and the Trustee may amend or supplement this Indenture, the Notes Note Guarantees or the Security Documents Notes without the consent of any Holder of a Note: (a) to cure any ambiguity, defect or inconsistency; (b) to provide for uncertificated Notes in addition to or in place of certificated NotesNotes or to alter the provisions of Article 2 hereof (including the related definitions) in a manner that does not materially adversely affect any Holder; (c) to provide for the assumption of the Company's or a Guarantor's obligations to the Holders of the Notes in by a successor to the case of a merger or consolidation Company pursuant to Article 5 or Article 10 hereof, as applicable; (d) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder and under the Security Documents of any Holder of the NotesNote; (e) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; or; (f) to mortgage, pledge or grant a Security Interest provide for the issuance of Additional Notes in favor accordance with the limitations set forth in this Indenture as of the Trustee as additional security for the payment and performance of obligations under this Indenture and date hereof; or (g) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes, in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a Security Interest is required to be granted pursuant to the provisions of the Security Documents or otherwise. Upon the written request of the Company accompanied by a resolution of its Board of Directors of the Company authorizing the execution of any such amended or supplemental Indenture, and upon receipt by the Trustee of the documents described in Section 9.06 7.02 hereof, the Trustee shall join with the Company and the Guarantors in the execution of any amended or supplemental Indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental Indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture and subject to the next succeeding paragraphAgreement, the Company Company, the Trustee and the Trustee Collateral Agent may amend or supplement this IndentureAgreement, the Notes or Note Guarantees, the Security Documents or the Notes without the consent of any Holder of a Note: (a) to cure any ambiguity, defect or inconsistency; (b) to provide for uncertificated Notes in addition to or in place of certificated Notes; (c) to provide for the assumption of the Company's or any Guarantor's obligations to the Holders of the Notes in the case of a merger or consolidation acquisition by a successor to the Company or such Guarantor pursuant to Article 5 V hereof, as applicable; (d) to make any change that would provide any additional rights or benefits to the Holders of Notes or that does not materially adversely affect the legal rights hereunder and under the Security Documents of any Holder of the Notes; (e) to enter into additional or supplemental Security Documents; or (f) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture Agreement under the TIA; or (f) to mortgage, pledge or grant a Security Interest in favor of the Trustee as additional security for the payment and performance of obligations under this Indenture and the Notes, in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a Security Interest is required to be granted pursuant to the provisions of the Security Documents or otherwise. Upon the written request of the Company accompanied by a resolution of its Board of Directors of the Company authorizing the execution of any such amended or supplemental Indentureindenture, and upon receipt by the Trustee and/or the Collateral Agent, as applicable, of the documents described in Section 9.06 7.02 hereof, the Trustee and/or the Collateral Agent, as applicable, shall join with the Company and the Guarantors in the execution of any amended or supplemental Indenture indenture authorized or permitted by the terms of this Indenture Agreement and to make any further appropriate agreements and stipulations that may be therein contained, but neither the Trustee nor the Collateral Agent shall not be obligated to enter into such amended or supplemental Indenture indenture that affects its own rights, duties duties, liabilities, privileges, indemnities or immunities under this Indenture Agreement or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture and subject to the next succeeding paragraphIndenture, the Company and the Trustee may amend or supplement this Indenture, Indenture or the Notes or the Security Documents without the consent of any Holder of a Note: (a) to cure any ambiguity, defect or inconsistency; (b) to provide for uncertificated Notes in addition to or in place of certificated NotesNotes (provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(b) of the Code); (c) to provide for the assumption of the Company's obligations to the Holders of the Notes in the case of a merger or consolidation pursuant to Article 5 hereof, as applicableor sale of all or substantially all of the Company's assets; (d) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder and under the Security Documents of any Holder of the NotesNote; (e) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture; (f) to add Subsidiary Guarantees with respect to the Notes; or (g) to comply with the requirements of the SEC Commission in order to effect or maintain the qualification of this Indenture under the TIA; or (f) to mortgage, pledge or grant a Security Interest in favor of the Trustee as additional security for the payment and performance of obligations under this Indenture and the Notes, in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a Security Interest is required to be granted pursuant to the provisions of the Security Documents or otherwise. Upon the written request of the Company accompanied by a resolution of its the Board of Directors of the Company authorizing the execution of any such amended or supplemental Indenture, and upon receipt by the Trustee of the documents described in Section 9.06 7.02 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 therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental Indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture and subject to the next succeeding paragraphIndenture, the Company Company, the Guarantors, and the Trustee may amend or supplement this Indenture, the Notes Notes, or the Security Documents Subsidiary Guarantees without the consent of any Holder of a Note: (a) to cure any ambiguity, defect or inconsistency; (b) to provide for uncertificated Notes in addition to or in place of certificated NotesNotes or to alter the provisions of Article 2 hereof (including the related definitions) in a manner that does not materially adversely affect any Holder; (c) to provide for the assumption of the Company's or a Guarantor's obligations to the Holders of the Notes in the case of a merger or consolidation pursuant to Article 5 Five hereof, as applicable; (d) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder and under the Security Documents of any Holder of the Notes;Note; or (e) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; or (f) to mortgage, pledge or grant a Security Interest in favor of the Trustee as additional security for the payment and performance of obligations under this Indenture and the Notes, in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a Security Interest is required to be granted pursuant to the provisions of the Security Documents or otherwise. Upon the written request of the Company accompanied by a resolution of its the Board of Directors of the Company and each of the Guarantors authorizing the execution of any such amended or supplemental Indenture, and upon receipt by the Trustee of the documents described in Section 9.06 7.02 hereof, the Trustee shall join with the Company and each of the Guarantors in the execution of any amended or supplemental Indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental Indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture and subject to the next succeeding paragraphIndenture, the Company Company, the Guarantors and the Trustee may amend or supplement this Indenture, the Notes Subsidiary Guarantees or the Security Documents Notes without the consent of any Holder of a Note: (a) to cure any ambiguity, defect or inconsistency; (b) to provide for uncertificated Notes in addition to or in place of certificated Notes; (c) to provide for the assumption of the Company's or Guarantor's obligations to the Holders of the Notes in the case of a merger or consolidation pursuant to Article 5 hereof, as applicablein accordance with this Indenture; (d) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder and under the Security Documents of any Holder of the Notes; (e) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; or (f) to mortgage, pledge or grant a Security Interest in favor of the Trustee as additional security provide for the payment and performance issuance of obligations under Additional Notes pursuant to this Indenture and the Notes, in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a Security Interest is required to be granted pursuant to the provisions of extent permitted under the Security Documents or otherwiserestrictions contained in the Credit Agreement and described under Section 4.09 hereof. Upon the written request of the Company and the Guarantors accompanied by a resolution of its Board their respective Boards of Directors of the Company authorizing the execution of any such amended or supplemental Indenture, and upon receipt by the Trustee of the documents described in Section 9.06 7.02 hereof, the Trustee shall join with the Company and the Guarantors in the execution of any amended or supplemental Indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental Indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture and subject to the next succeeding paragraphIndenture, the Company Company, the Guarantors and the Trustee may amend or supplement this Indenture, the Notes Subsidiary Guarantees or the Security Documents Notes without the consent of any Holder of a Note: (a) to cure any ambiguity, defect or inconsistency; (b) to provide for uncertificated Notes in addition to or in place of certificated Notes; (c) to provide for the assumption of the Company's or a Guarantor's obligations to the Holders of the Notes in by a successor to the case of a merger Company or consolidation any Guarantor pursuant to Article 5 or Article 11 hereof, as applicable; (d) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder and under the Security Documents of any Holder of the Notes; (e) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; or (f) to mortgage, pledge or grant allow any Guarantor to execute a Security Interest in favor of supplemental indenture and/or a Subsidiary Guarantee with respect to the Trustee as additional security for the payment and performance of obligations under this Indenture and the Notes, in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a Security Interest is required to be granted Notes pursuant to the provisions of the Security Documents or otherwiseSection 4.17. Upon the written request of the Company accompanied by a resolution of its Board of Directors of the Company authorizing the execution of any such amended or supplemental Indenture, and upon receipt by the Trustee of the documents described in Section 9.06 7.02 hereof, the Trustee shall join with the Company and the Guarantors in the execution of any amended or supplemental Indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental Indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture and subject to the next succeeding paragraphIndenture, the Company Company, the Subsidiary Guarantors and the Trustee may amend or supplement this Indenture, the Notes Subsidiary Guarantees or the Security Documents Notes without notice to or the consent of any Holder of a NoteHolder: (a) to cure any ambiguity, defect or inconsistency; (b) to provide for uncertificated Notes in addition to or in place of certificated Notes; (c) to provide for the assumption of the Company's obligations to the Holders of Notes in the case of a merger merger, consolidation or consolidation pursuant to Article 5 hereof, as applicablesale of all or substantially all of the Company's assets; (d) to make any change that would provide any additional rights or benefits to the Holders of Notes or that does not adversely affect the legal rights hereunder and under the Security Documents of any Holder of the NotesHolder; (e) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; or; (f) to mortgage, pledge or grant a Security Interest provide for additional Subsidiary Guarantors in favor accordance with Section 4.16 hereof; or (g) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the Trustee as additional security for the payment and performance of obligations under this Indenture and the Notes, in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a Security Interest is required to be granted pursuant to the provisions of the Security Documents or otherwisedate hereof. Upon the written request of the Company accompanied by a resolution of its Board of Directors of the Company Resolution authorizing the execution of any such amended or supplemental Indenture, and upon receipt by the Trustee of the documents described in Section 9.06 hereof, 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 appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental Indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding ----------------------------------- Section 9.02 of this Indenture and subject to the next succeeding paragraph9.2 hereof, the Company and the Trustee together may amend or supplement this Indenture, Indenture or the Notes or the Security Documents without the consent of any Holder of a Note: Note (ai) to cure any ambiguity, omission, defect or inconsistency; , (bii) to provide for uncertificated Notes in addition to or in place of certificated Notes; , or to provide for additional forms of global Notes containing transfer and other restrictions and which comply with applicable U.S. securities and other laws, (ciii) to comply with the covenant relating to mergers, consolidations and sales of assets, (iv) to provide for the assumption of the Company's obligations to Holders of Notes in the case of a merger or consolidation pursuant to Article 5 hereofsuch Notes, as applicable; (dv) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder and under the Security Documents this Indenture of any Holder such Holder, (vi) to add covenants for the benefit of the Notes; Holders or to surrender any right or power conferred upon the Company, (evii) to comply with requirements of the SEC Commission in order to effect or maintain the qualification of this Indenture under the TIA; or , or (fviii) to mortgage, pledge execute and deliver any documents necessary or grant a Security Interest in favor of appropriate to release Liens on any Collateral as permitted by the Trustee as additional security for the payment and performance of obligations under this Indenture and the Notes, in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a Security Interest is required to be granted pursuant to the provisions of the Security Documents or otherwiseCollateral Agreement. Upon the written request of the Company Company, accompanied by a resolution of its Board of Directors of the Company Resolution authorizing the execution of any such amended amendment or supplemental Indentureindenture, and upon receipt by the Trustee of the documents described in Section 9.06 hereof9.6, the Trustee shall join with the Company in the execution of any amended or supplemental Indenture indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that which may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental Indenture that indenture which adversely affects its own rights, duties or immunities under this Indenture hereunder or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture and subject to Indenture, without the next succeeding paragraphconsent of any Holder of Notes, the Company and the Trustee may amend or supplement this Indenture, Indenture or the Notes or the Security Documents without the consent of any Holder of a Note: (a) to cure any ambiguity, defect or inconsistency; (b) to provide for uncertificated Notes in addition to or in place of certificated Notes; (c) to provide for the assumption of the Company's obligations to the Holders of the Notes in by a successor to the case of a merger or consolidation Company pursuant to Article 5 hereof, as applicable; (d) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder and under the Security Documents of any Holder of the NotesHolder; (e) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; or; (f) to mortgage, pledge or grant a Security Interest provide for the issuance of Additional Notes in favor accordance with the limitations set forth in this Indenture as of the Trustee date hereof; or (g) to provide for additional Subsidiary Guarantees as additional security for the payment and performance of obligations under this Indenture and the Notes, set forth in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a Security Interest is required to be granted pursuant to the provisions of the Security Documents or otherwiseSection 4.20 hereof. Upon the written request of the Company accompanied by a resolution of its Board of Directors of the Company authorizing the execution of any such amended or supplemental Indenture, and upon receipt by the Trustee of the documents described in Section 9.06 7.02 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 therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental Indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 hereof, without the consent of this Indenture and subject to the next succeeding paragraphany Holder of Notes, the Company and the Trustee may amend or supplement this Indenture, the Notes Indenture or the Security Documents without the consent of any Holder of a NoteNotes: (a) to cure any ambiguity, defect or inconsistency; (b) to provide for uncertificated Notes in addition to or in place of certificated Notes; (c) to comply with Article 5 hereof; (d) to provide for the assumption of the Company's obligations to the Holders of the Notes in the case of a merger merger, consolidation, sale, assignment, transfer lease or consolidation pursuant to Article 5 hereof, as applicableother conveyance or other disposition of assets; (de) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not not, in the opinion of counsel, adversely affect the legal rights hereunder and under the Security Documents of any Holder of the Notessuch Holder; (ef) to add covenants for the benefit of the Holders or to surrender any right or power conferred upon the Company; or (g) to comply with requirements of the SEC Commission in order to effect or maintain the qualification of this Indenture under the TIA; or (f) to mortgage, pledge or grant a Security Interest in favor of the Trustee as additional security for the payment and performance of obligations under this Trust Indenture and the Notes, in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a Security Interest is required to be granted pursuant to the provisions of the Security Documents or otherwiseAct. Upon the written request of the Company accompanied by a resolution of its Board of Directors of the Company Resolution authorizing the execution of any such amended or supplemental Indentureindenture, and upon receipt by the Trustee of the documents described in Section 9.06 hereofan Officers' Certificate and an Opinion of Counsel, the Trustee shall join with the Company in the execution of any amended or supplemental Indenture indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental Indenture indenture that affects its own rights, duties or immunities under this Indenture or otherwise.. 77

Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture and subject to the next succeeding paragraphIndenture, the Company Company, the Guarantors and the Trustee may amend or supplement this Indenture, Indenture or the Notes or the Security Documents without the consent of any Holder of a Note: (a) to cure any ambiguity, defect or inconsistency; (b) to provide for uncertificated Notes in addition to or in place of certificated Notes; (c) to provide for the assumption of the Company's ’s obligations to the Holders of the Notes in the case of a merger or consolidation pursuant to Article 5 hereof, as applicable; (d) to secure the Notes pursuant to the requirements of Section 4.12 or otherwise; (e) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder and under the Security Documents of any Holder of the NotesNote, provided that any change to conform this Indenture to the Company’s final offering memorandum relating to the Series A Notes shall not be deemed to adversely affect such legal rights; (ef) to add or to release any Guarantor, in each case as provided in Article 10 hereof; or (g) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; or (f) to mortgage, pledge or grant a Security Interest in favor of the Trustee as additional security for the payment and performance of obligations under this Indenture and the Notes, in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a Security Interest is required to be granted pursuant to the provisions of the Security Documents or otherwise. Upon the written request of the Company accompanied by a resolution of its Board of Directors of the Company Resolution authorizing the execution of any such amended or supplemental Indentureindenture, and upon receipt by the Trustee of the documents described in Section 9.06 hereof, the Trustee shall join with the Company and the Guarantors in the execution of any amended or supplemental Indenture indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental Indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture and subject to the next succeeding paragraphIndenture, the Company Company, the Guarantor and the Trustee may amend or supplement this Indenture, the Notes Note Guarantees or the Security Documents Notes without the consent of any Holder of a Note: (a) to cure any ambiguity, defect or inconsistency; (b) to provide for uncertificated Notes in addition to or in place of certificated NotesNotes or to alter the provisions of Article 2 hereof (including, without limitation, the related definitions) in a manner that does not materially adversely affect any Holder; (c) to provide for the assumption of the Company's or the Guarantor's obligations to the Holders of the Notes in by a successor to the case of a merger Company or consolidation the Guarantor pursuant to Article 5 hereof, as applicable; (d) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder and under the Security Documents of any Holder of the NotesNote; (e) to comply with requirements of the SEC Commission in order to effect or maintain the qualification of this Indenture under the TIA; or (f) to mortgage, pledge or grant a Security Interest in favor provide for additional guarantees of the Trustee as additional security for the payment and performance of obligations under this Indenture and the Notes, in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a Security Interest is required to be granted pursuant to the provisions of the Security Documents or otherwise. Upon the written request of the Company accompanied by a resolution of its Board of Directors of the Company authorizing the execution of any such amended or supplemental Indenture, and upon receipt by the Trustee of the documents described in Section 9.06 7.02 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 therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental Indenture that affects its own rights, duties or immunities under this Indenture or otherwise.