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, the Company, the Guarantors and the Trustee may amend or supplement this Indenture, the Note Guarantees 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 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 by a successor to the Company pursuant to Article 5 or Article 11 hereof or to provide for the assumption of any Guarantor's obligations under its Note Guarantee in the case of a merger or consolidation of the Guarantor; (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 of any Holder of the Note; (e) to comply with requirements of the Commission in order to effect or maintain the qualification of this Indenture under the TIA; (f) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereof; or (g) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee 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, the CompanyIssuers, the Subsidiary Guarantors and the Trustee may amend or supplement this Indenture, the Note Guarantees Indenture or the Notes 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 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 CompanyIssuer's obligations to the Holders of the Notes by a successor to the Company Issuers pursuant to Article 5 or Article 11 hereof or to provide for the assumption of any Guarantor's obligations under its Note Guarantee in the case of a merger or consolidation of the Guarantorhereof; (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 under this Indenture of any Holder of the Notesuch Holder; (e) to comply with requirements of the Commission SEC in order to effect or maintain the qualification of this Indenture under the TIA; (f) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereof; or (g) to allow any Subsidiary Guarantor to execute a supplemental indenture and/or a Note Subsidiary Guarantee with respect to the Notes. Upon the request of the Company Issuers accompanied by a resolution of its Board of Directors the Management Committee authorizing the execution of any such amended or supplemental Indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Company Issuers 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, the CompanyIssuers, the Guarantors and the Trustee may amend or supplement this Indenture, the Note Guarantees Indenture or the Notes or the Guarantees without the consent of any Holder of a Note: (a1) to cure any ambiguity, omission, defect or inconsistency; (b2) to provide for uncertificated Notes in addition to or in place of certificated Notes (provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, or to alter the provisions of Article 2 hereof (including the related definitions) in a manner such that does not materially adversely affect any Holderthe uncertificated Notes are described in Section 163(f)(2)(B) of the Code); (c3) to provide for the assumption by a Successor Company of the Company's obligations to the Holders of the Notes by a successor to Company under this Indenture and the Company pursuant to Article 5 or Article 11 hereof or Notes; (4) to provide for the assumption by a Successor Guarantor of any Guarantor's the obligations under its Note Guarantee in the case of a merger or consolidation of the GuarantorSubsidiary Guarantor under this Indenture and its Guarantee; (d5) 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 of any Holder of the NoteHolder; (e6) to comply with requirements any requirement of the Commission SEC in order to effect or maintain connection with the qualification of this Indenture under the TIA; (f7) to add Guarantees with respect to the Notes; (8) to secure the Notes; (9) to add to the covenants of the Issuers for the benefit of the Holders or to surrender any right or power conferred upon the Issuers; or (10) to effect any provision of this Indenture or to make certain changes to this Indenture to provide for the issuance of Additional Notes in accordance (subject to compliance with the limitations covenants set forth in this Indenture as of the date hereof; or (g) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the NotesIndenture). Upon the request of the Company Issuers accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indentureindenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall will join with the Company Issuers 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 will 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, the Company, the Guarantors and the Trustee may amend or supplement this Indenture, the Notes or the Note Guarantees or the Notes 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 or to alter the provisions of Article 2 hereof (including the related definitions) in a manner that does not materially adversely affect any HolderNotes; (c3) to provide for the assumption of the Company's or a Guarantor's obligations to the Holders of the Notes and Note Guarantees by a successor to the Company or such Guarantor pursuant to Article 5 or Article 11 hereof or to provide for the assumption of any Guarantor's obligations under its Note Guarantee in the case of a merger or consolidation of the Guarantorhereof; (d4) 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 of any Holder of the NoteHolder; (e5) to comply with requirements of the Commission SEC in order to effect or maintain the qualification of this Indenture under the TIA; (f6) to conform the text of this Indenture, the Notes or the Note Guarantees to any provision of the "Description of Notes" section of the Offering Circular, to the extent that such provision in that "Description of Notes" section was intended to be a verbatim recitation of a provision of this Indenture, the Notes or the Note Guarantees; (7) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereof; or (g) 8) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indentureindenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall will 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 will 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, the Company, the Guarantors and the Trustee may amend or supplement this Indenture, the Note Guarantees or the Notes 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 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 or a Guarantor's obligations to the Holders of the Notes by a successor to the Company pursuant to Article 5 or Article 11 hereof or to provide for the assumption of any Guarantor's obligations under its Note Guarantee in the case of a merger or consolidation of the Guarantor12 hereof; (d4) 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 of any Holder of the Note; (e5) to comply with requirements of the Commission SEC in order to effect or maintain the qualification of this Indenture under the TIA; (f6) to conform the text of this Indenture, the Collateral Documents, the Note Guarantees or the Notes to any provision of the "Description of Notes" section of the Offering Memorandum, to the extent that such provision in that "Description of Notes" was intended to be a verbatim recitation of a provision of this Indenture, the Collateral Documents, the Notes or the Note Guarantees; (7) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereof; or (g) 8) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indentureindenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall will 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 will 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, the CompanyIssuers, the Guarantors and the Trustee may amend or supplement this Indenture, the Note Guarantees Indenture or the Notes 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 or to alter the provisions of Article 2 hereof (including the related definitions) in a manner that does not materially adversely affect any HolderNotes; (c3) to provide for the assumption of the Company's an Issuer’s obligations to the Holders of the Notes by a successor to the Company pursuant to Article 5 or Article 11 hereof or to provide for the assumption of any Guarantor's obligations under its Note Guarantee in the case of a merger or consolidation of the Guarantorhereof; (d4) 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 of any Holder of or to conform this Indenture to the NoteOffering Memorandum; (e5) to comply with secure the Notes or the Subsidiary Guarantees pursuant to the requirements of the Commission in order to effect Section 4.12 or maintain the qualification of this Indenture under the TIAotherwise; (f6) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as Indenture; (7) to add any additional Guarantor with respect to the Notes or to evidence the release of any Guarantor from its Subsidiary Guarantee, in each case, in accordance with Article 10 hereof; (8) to comply with requirements of the date hereofSEC in order to effect or maintain the qualification of this Indenture under the TIA; (9) to evidence or provide for the acceptance of appointment under this Indenture of a successor Trustee; or (g10) to allow provide for the reorganization of the Company as any Guarantor to execute a supplemental indenture and/or a Note Guarantee other form of entity in accordance with respect to the NotesSection 5.01. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indentureindenture, and upon receipt by the Trustee of the documents described in Section 7.02 9.06 hereof, the Trustee shall join with the Company Issuers 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, the Company, the Guarantors and the Trustee may amend or supplement this Indenture, the Note Guarantees 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 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 by a successor to the Company or a Guarantor pursuant to Article 5 or Article 11 hereof or to provide for the assumption of any Guarantor's obligations under its Note Guarantee in the case of a merger or consolidation of the Guarantorhereof; (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 of any Holder of the Note; (e) to comply with requirements of the Commission SEC in order to effect or maintain the qualification of this Indenture under the TIA; (f) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereof; or (g) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee 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, the Company, the Guarantors and the Trustee may amend or supplement this Indenture, the Note Subsidiary Guarantees or the Notes 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 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 or a Guarantor's obligations to the Holders of the Notes by a successor to the Company pursuant to Article 5 or Article 11 hereof or to provide for the assumption of any Guarantor's obligations under its Note Guarantee in the case of a merger or consolidation of the Guarantor12 hereof; (d4) 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 of any Holder of the Note; (e5) to comply with requirements of the Commission SEC in order to effect or maintain the qualification of this Indenture under the TIA; (f6) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereof; or (g7) to allow any Guarantor to execute a supplemental indenture and/or a Note Subsidiary Guarantee with respect to the Notes. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall will join with the Company and the Guarantors in the execution of any amended or supplemental Indenture authorized or permitted by the terms of this Indenture and to make any 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 of this Indenture9.02, the Company, the Guarantors and the Trustee may amend or supplement this Indenture, the Note Guarantees 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 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 by a successor to the Company or a Guarantor pursuant to Article 5 or Article 11 hereof or to provide for the assumption of any Guarantor's obligations under its Note Guarantee in the case of a merger or consolidation of the Guarantor11; (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 of any Holder of the Note; (e) to comply with requirements of the Commission SEC in order to effect or maintain the qualification of this Indenture under the TIA; (f) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereof; or (g) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes; or (g) to evidence and provide for the acceptance of appointment under this Indenture of a successor Trustee. Upon the request of the Company accompanied by a resolution of its Board of Directors Resolution authorizing the execution of any such amended or supplemental Indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereofand 9.06, the Trustee shall join with the Company and the Guarantors in the execution of any amended or supplemental Indenture authorized or permitted by the terms of this Indenture 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, the Company, the Guarantors and the Trustee may amend or supplement this Indenture, the Note Subsidiary Guarantees or the Notes 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 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 ’s or Guarantor’s obligations to the Holders of the Notes by a successor to the Company pursuant to Article 5 or Article 11 hereof or to provide for the assumption of any Guarantor's obligations under its Note Guarantee in the case of a merger or consolidation of the Guarantorhereof; (d4) 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 of any Holder of the Note; (e5) to comply with requirements of the Commission SEC in order to effect or maintain the qualification of this Indenture under the TIA; (f6) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereof; or (g7) to allow any Guarantor to execute a supplemental indenture and/or a Note Subsidiary Guarantee with respect to the Notes. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee 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, the Company, the Guarantors and the Trustee may amend or supplement this Indenture, the Note Guarantees Subsidiary Guarantee or the 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 Notes 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 by a successor to the Company pursuant to Article 5 or Article 11 hereof or to provide for the assumption of any Guarantor's obligations under its Note Guarantee in the case of a merger or consolidation of the Guarantorhereof; (d4) 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 under this Indenture of any Holder of the NoteNotes; (e5) to comply with requirements of the Commission SEC in order to effect or maintain the qualification of this Indenture under the TIA;; or (f6) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereof; or (g) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall will join with the Company and the Guarantors in the execution of any amended or supplemental Indenture authorized or permitted by the terms of this Indenture and to make any 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 of this Indenture, the Company, the Guarantors Guarantors, if any, and the Trustee may amend or supplement this Indenture, the Note any Subsidiary Guarantees or the Notes 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 or to alter the provisions of Article 2 hereof (including the related definitions) in a manner that does not materially adversely affect any HolderNotes; (c3) to provide for the assumption of the Company's ’s obligations to the Holders of the Notes by a successor to the Company pursuant to Article 5 or Article 11 hereof or to provide for the assumption of any Guarantor's obligations under its Note Guarantee in the case of a merger or consolidation of the Guarantorhereof; (d4) 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 of any Holder of the Notesuch Holder; (e5) to comply with requirements of the Commission SEC in order to effect or maintain the qualification of this Indenture under the TIA; (f) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereof; or (g6) to allow conform the text of this Indenture or the Notes to any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect provision of the Description of Notes to the extent necessary to correct any ambiguity, defect or inconsistency in any provision in this Indenture or the Notes which was intended to be a verbatim recitation of a provision in the Description of Notes. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indentureindenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall will 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 will 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, the Company, the Subsidiary Guarantors and the Trustee (or the Collateral Agent or other representative of the Holders under any Security Document) may amend or supplement this Indenture, the Note Notes (including any notation or endorsement thereon) or any of the Security Documents or Subsidiary Guarantees or the Notes without the consent of any Holder of a Note: (a1) to cure any ambiguity, omission, defect or inconsistency; (b2) to provide for uncertificated Notes in addition to or in place of certificated Notes or to alter the provisions of Article 2 hereof (including the related definitions) in a manner that does not materially adversely affect any HolderNotes; (c3) to provide for the assumption of the Company's or a Subsidiary Guarantor's obligations to the Holders of the Notes by a successor to the Company or a Subsidiary Guarantor pursuant to Article 5 or Article 11 hereof or to provide for the assumption of any Guarantor's obligations under its Note Guarantee in the case of a merger or consolidation of the Guarantorhereof; (d4) to add to the covenants of the Company and its Subsidiaries hereunder for the benefit of the Holders of the Notes or to surrender any right or power conferred upon the Company; (5) 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 of any Holder of the NoteNotes; (e6) to comply with requirements of the Commission in order to effect or maintain the qualification of this Indenture under the TIA; (f) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereof; or (g7) to allow any Subsidiary Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indentureindenture or Security Document, and upon receipt by the Trustee of the documents described in Section 7.02 9.06 hereof, the Trustee shall join with the Company and the Subsidiary Guarantors in the execution of any amended or supplemental Indenture indenture or Security Document 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 or Security Document 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, the Company, the Guarantors and the Trustee may amend or supplement this Indenture, the Note Guarantees Guarantees, the Notes, the Collateral Documents or the Notes Intercreditor Agreement 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 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 evidence and provide for the acceptance of appointment hereunder by a successor or replacement Trustee or under the Collateral Documents or Intercreditor Agreement of a successor or replacement Collateral Agent; (d) to provide for the assumption of the Company's ’s or a Guarantor’s obligations to the Holders of the Notes by a successor to the Company pursuant to Article 5 or Article 11 hereof or to provide for the assumption of any Guarantor's obligations under its Note Guarantee in the case of a merger or consolidation of the Guarantor10 hereof; (de) 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 of any Holder of the NoteNotes; (ef) to comply with requirements of the Commission SEC in order to effect or maintain the qualification of this Indenture under the TIA; (fg) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereof; or; (gh) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes and to add security to or for the benefit of the Notes and, in the case of the Collateral Documents and Intercreditor Agreement, to or for the benefit of the other secured parties named therein, or to confirm and evidence the release, termination or discharge of any Guarantee of or Lien securing the Notes when such release, termination or discharge is permitted by the Indenture, the Collateral Documents and the Intercreditor Agreement; or (i) to conform any provision of this Indenture, the Notes, the Note Guarantees, the Collateral Documents or the Intercreditor Agreement to the “Description of Notes” contained in the Company’s offering memorandum dated as of [July 8, 2008] to the extent the “Description of Notes” was intended to be a verbatim recitation of a provision in this Indenture, the Notes the Note Guarantees, the Collateral Documents or the Intercreditor Agreement. In addition, the Collateral Agent and the other agents, as applicable, may amend the Collateral Documents and the Intercreditor Agreement to add additional secured parties to the extent Liens securing Obligations held by such parties are permitted under this Indenture. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee 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, the Company, the Guarantors and the Trustee may amend or supplement this Indenture, the Note Subsidiary Guarantees or the Notes 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 or to alter the provisions of Article 2 hereof (including the related definitions) in a manner that does not materially adversely affect any HolderNotes; (c3) to provide for the assumption of the Company's obligations ’s or a Guarantor’s Obligations to the Holders of the Notes by a successor to the Company or a Guarantor pursuant to Article 5 or Article 11 hereof or to provide for the assumption of any Guarantor's obligations under its Note Guarantee in the case of a merger or consolidation of the Guarantor10 hereof; (d4) 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 under this Indenture of any Holder of the NoteNotes; (e5) to comply with requirements of the Commission in order to effect or maintain the qualification of this Indenture under the TIA; (f6) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereof; or (g7) to allow any Guarantor to execute a supplemental indenture and/or a Note Subsidiary Guarantee with respect to the Notes. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indenture, and upon receipt by the Trustee of the documents described in Section 7.02 Sections 7.02(b) and 9.06 hereof, the Trustee shall will join with the Company and the Guarantors in the execution of any amended or supplemental Indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall will 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 Indenture9.02, the Company, the Guarantors and the Trustee may amend or supplement this Indenture, the Note Guarantees 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 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 by a successor to the Company or a Guarantor pursuant to Article 5 or Article 11 hereof or to provide for the assumption of any Guarantor's obligations under its Note Guarantee in the case of a merger or consolidation of the Guarantor11; (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 of any Holder of the Note; (e) to comply with requirements of the Commission SEC in order to effect or maintain the qualification of this Indenture under the TIA; (f) to provide for the issuance of Additional Notes issued after the Issue Date in accordance with the limitations set forth in this Indenture as of the date hereof; orIndenture; (g) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes; or (h) to evidence and provide for the acceptance of appointment under this Indenture of a successor Trustee. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof7.02, 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, the Company, the Subsidiary Guarantors and the Trustee may amend or supplement this Indenture, the Note Subsidiary Guarantees or the Notes without the consent of any Holder of a Note: (a) to cure any ambiguity, defect or inconsistencyinconsistency in the Indenture; provided that such amendments do not adversely affect the interests of the Holders in any material respect; (b) comply with the provisions of Article 5 hereof; (c) comply with any requirements of the SEC in connection with the qualification of the Indenture under the Trust Indenture Act; (d) evidence and provide for the acceptance of appointment by a successor Trustee; or (e) make any change that, in the good faith opinion of the Board of Directors, does not materially and adversely affect the rights of any Holder; (f) to provide for uncertificated Notes in addition to or in place of certificated Notes 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 by a successor to the Company pursuant to Article 5 or Article 11 hereof or to provide for the assumption of any Guarantor's obligations under its Note Guarantee in the case of a merger or consolidation of the Guarantor; (d) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not materially and adversely affect the legal rights hereunder of any Holder of the Note; (e) to comply with requirements of the Commission in order to effect or maintain the qualification of this Indenture under the TIA; (f) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereofHolder; or (g) to allow any Subsidiary Guarantor to execute a supplemental indenture and/or a Note Subsidiary Guarantee with respect to the Notes. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee 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, the Company, the Guarantors and the Trustee may amend or supplement this Indenture, the Note Guarantees Notes or the Notes Guarantees 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 or to alter the provisions of Article 2 hereof (including the related definitions) in a manner that does not materially adversely affect any HolderNotes; (c3) to provide for the assumption of the Company's ’s or a Guarantor’s obligations to the Holders of the Notes and Guarantees by a successor to the Company or such Guarantor pursuant to Article 5 or Article 11 hereof or to provide for the assumption of any Guarantor's obligations under its Note Guarantee in the case of a merger or consolidation of the Guarantorhereof; (d4) 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 of any Holder provided that any change to conform the text of this Indenture, the Notes or the Guarantees to any provision of the Note“Description of Notes” section of the Confidential Information Memorandum will not be deemed to adversely affect the legal rights under this Indenture of any Holder; (e5) to comply with secure the Notes or the Guarantees pursuant to the requirements of the Commission in order to effect or maintain the qualification of this Indenture under the TIA;Section 4.12. (f6) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereof; (7) to add any additional Guarantor or to evidence the release of any Guarantor from its Guarantees in accordance with the terms of this Indenture; (8) to release a Guarantee in accordance with this Indenture; (9) to comply with requirements of the SEC to effect or maintain qualifications of this Indenture under the TIA; or (g10) to allow any Guarantor to execute evidence or provide for acceptance of appointment of a supplemental indenture and/or a Note Guarantee with respect to the Notessuccessor Trustee. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indentureindenture, and upon receipt by the Trustee of the documents described in Section 7.02 7.02(b) hereof, the Trustee shall will 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 will 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, the Company, the Guarantors and the Trustee may amend or supplement this Indenture, the Note Guarantees or the Notes 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 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 or a Guarantor's obligations to the Holders of the Notes by a successor to the Company pursuant to Article 5 or Article 11 hereof or to provide for the assumption of any Guarantor's obligations under its Note Guarantee in the case of a merger or consolidation of the Guarantor10 hereof; (d4) 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 of any Holder of the Note; (e5) to comply with requirements of the Commission SEC in order to effect or maintain the qualification of this Indenture under the TIA; (f6) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereof; or (g7) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall will join with the Company and the Guarantors in the execution of any amended or supplemental Indenture authorized or permitted by the terms of this Indenture and to make any 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 of this Indenture, the Company, the Guarantors Obligors and the Trustee may amend or supplement this Indenture, the Note Guarantees Indenture or the Notes or the Guaranties 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 or to alter the provisions of Article 2 hereof (including the related definitions) in a manner that does not materially adversely affect any HolderNotes; (c3) to provide for the assumption of the Company's ’s or a Guarantor’s obligations to the Holders of the Notes and Guaranties by a successor to the Company or such Guarantor pursuant to Article 5 or Article 11 hereof or to provide for the assumption of any Guarantor's obligations under its Note Guarantee in the case of a merger or consolidation of the Guarantorhereof; (d4) 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 of any Holder of the NoteHolder; (e5) to comply with requirements of the Commission SEC in order to effect or maintain the qualification of this Indenture under the TIA; (f6) to conform the text of this Indenture or the Notes to any provision of the “Description of Notes” section of the Company’s Offering Memorandum dated March 10, 2004, relating to the initial offering of the Notes, to the extent that such provision in that “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Guaranties or the Notes; (7) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereof; or (g) 8) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee Notation of Guaranty with respect to the Notes. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indentureindenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall will 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 will 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, the Company, the Subsidiary Guarantors and the Trustee may amend or supplement this Indenture, the Note Subsidiary Guarantees 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 or to alter the provisions of Article 2 II 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 Subsidiary Guarantor's obligations to the Holders of the Notes by a successor to the Company or a Subsidiary Guarantor pursuant to Article 5 V or Article 11 hereof or to provide for the assumption of any Guarantor's obligations under its Note Guarantee in the case of a merger or consolidation of the GuarantorX hereof; (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 of any Holder of the Note; (e) to comply with requirements of the Commission SEC in order to effect or maintain the qualification of this Indenture under the TIA;; or (f) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereof; or (g) to allow any Subsidiary Guarantor to execute a supplemental indenture and/or a Note Subsidiary Guarantee with respect to the Notes. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee 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, the Company, the Subsidiary Guarantors and the Trustee may amend or supplement this Indenture, the Note Subsidiary Guarantees or the Notes without the consent of any Holder of a Note: (a) to cure any ambiguity, defect defect, omission or inconsistencyinconsistency in the Indenture; provided that such amendments do not adversely affect the interests of the Holders in any material respect; (b) comply with the provisions of Article 5 hereof; (c) comply with any requirements of the SEC in connection with the qualification of the Indenture under the Trust Indenture Act; (d) evidence and provide for the acceptance of appointment by a successor Trustee; or (e) make any change that, in the good faith opinion of the Board of Directors, does not materially and adversely affect the rights of any Holder; (f) to provide for uncertificated Notes in addition to or in place of certificated Notes 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 by a successor to the Company pursuant to Article 5 or Article 11 hereof or to provide for the assumption of any Guarantor's obligations under its Note Guarantee in the case of a merger or consolidation of the Guarantor; (d) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not materially and adversely affect the legal rights hereunder of any Holder of the Note; (e) to comply with requirements of the Commission in order to effect or maintain the qualification of this Indenture under the TIA; (f) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereofHolder; or (g) to allow any Subsidiary Guarantor to execute a supplemental indenture and/or a Note Subsidiary Guarantee with respect to the Notes. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Company and the Subsidiary Guarantors in the execution of any amended or supplemental Indenture Indenture, Subsidiary Guarantee or Note 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, Subsidiary Guarantee or Note 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, the Company, the Subsidiary Guarantors and the Trustee may amend or supplement this Indenture, the Subsidiary Guarantees, the Mirror Notes, the Mirror Note Pledge Agreements, the Mirror Note Guarantees or the Notes 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 or to alter the provisions of Article 2 hereof (including the related definitions) in a manner that does not materially adversely affect any HolderNotes; (c3) to provide for the assumption of the Company's, a Mirror Note Issuer's or a Guarantor's obligations pursuant to this Indenture, a Subsidiary Guarantee, a Mirror Note or a Mirror Note Guarantee as the Holders of the Notes case may be, by a successor to the Company Company, such Mirror Note Issuer or such Guarantor pursuant to Article 5 or Article 11 V hereof or to provide for the assumption of comply with Section 4.20; (4) to release any Guarantor's Guarantor from its obligations under its Subsidiary Guarantee or Mirror Note Guarantee in (to the case of a merger or consolidation of the Guarantorextent permitted by this Indenture); (d5) 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 of any Holder of the Note;such Holder; or (e6) to comply with requirements of the Commission SEC in order to effect or maintain the qualification of this Indenture under the TIA; (f) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereof; or (g) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indentureindenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof9.06, the Trustee shall will 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 will 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, the Company, the Guarantors and the Trustee may amend or supplement this Indenture, the Note Guarantees 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 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 by a successor to the Company pursuant to Article 5 or Article 11 hereof or to provide for the assumption of any Guarantor's obligations under its Note Guarantee in the case of a merger or consolidation of the Guarantor10 hereof; (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 of any Holder of the Note; (e) to comply with requirements of the Commission SEC in order to effect or maintain the qualification of this Indenture under the TIA; (f) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereof; or (g) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee 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, the Company, the Guarantors and the Trustee may amend or supplement this Indenture, the Notes or the Note Guarantees or the Notes without the consent of any Holder of a NoteHolder: (a1) to cure any ambiguity, defect or inconsistency; (b2) to provide for uncertificated Notes in addition to or in place of certificated Notes or to alter the provisions of Article 2 hereof (including the related definitions) in a manner that does not materially adversely affect any HolderNotes; (c3) to provide for the assumption of the Company's ’s or a Guarantor’s obligations to the Holders of the Notes by a successor to the Company pursuant to Article 5 or Article 11 hereof or to provide for the assumption of any Guarantor's obligations under its and Note Guarantee Guarantees in the case of a merger or consolidation or sale of all or substantially all of the Company’s or such Guarantor’s assets, as applicable; (d4) 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 of any Holder of the NoteHolder; (e5) to comply with requirements conform the text of any of the Commission Note Documents to any provision of the “Description of notes” section of the Offering Memorandum, to the extent that such provision in order that “Description of notes” was intended to effect be a verbatim recitation of a provision of such Note Documents, as determined in good faith by an officer of Parent and set forth in an Officers’ Certificate to that effect; (6) to enter into additional or maintain supplemental Security Documents or provide for additional Collateral; (7) to make, complete or confirm any grant of Collateral permitted or required by this Indenture or any of the qualification Security Documents or to release Collateral in accordance with the terms of this Indenture under and the TIASecurity Documents; (f) 8) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereofof this Indenture; or (g9) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indentureindenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall and the Collateral Trustee will 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 neither the Trustee shall not nor the Collateral Trustee will 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 Indenture9.02, the Company, the Guarantors and the Trustee may amend or supplement this Indenture, the Note Guarantees or the Notes without the consent of any Holder Holder, the Issuer, any Guarantor (with respect to its Guarantee, this Indenture, any Equal Priority Intercreditor Agreement, any Junior Priority Intercreditor Agreement or the Security Documents to which it is a party and excluding any amendment or supplement the sole purpose of a Notewhich is to add an additional Guarantor), the Trustee and the Notes Collateral Agent, without the consent of any Holders, may amend the Notes, the Guarantee, this Indenture, the Escrow Agreement, any Equal Priority Intercreditor Agreement, any Junior Priority Intercreditor Agreement or the Security Documents (including, in each case, if applicable, the form of agreements attached thereto as exhibits), for any of the following purposes: (a1) to cure any ambiguity, omission, mistake, defect or inconsistency, as evidenced in an Officer’s Certificate; (b2) to provide for uncertificated Notes in addition to or in place of certificated Notes or to alter the provisions of Article 2 hereof this Indenture relating to the form of Notes (including the related definitions) in a manner that does not materially adversely affect any Holder; (c3) to comply with Section 5.01; (4) to provide for the assumption of the Company's obligations to the Holders of the Notes by a successor Issuer or any Guarantor to the Company pursuant to Article 5 or Article 11 hereof or to provide for the assumption of any Guarantor's obligations under its Note Guarantee in the case of a merger or consolidation of the GuarantorHolders; (d5) 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 under this Indenture of any Holder of the Notesuch Holder; (e6) to add covenants for the benefit of the Holders or to surrender any right or power conferred upon the Issuer; (7) at the Issuer’s election, to comply with requirements of the Commission SEC in order to effect or maintain the qualification of this Indenture under the TIATrust Indenture Act, if such qualification should become required; (f8) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee, a successor Notes Collateral Agent or a successor paying agent hereunder pursuant to the requirements thereof; (9) to provide for the issuance of Additional Notes; (10) to add guarantees of the Notes under this Indenture in accordance with the limitations set forth terms of this Indenture; (11) to conform the text of this Indenture, any Equal Priority Intercreditor Agreement, any Junior Priority Intercreditor Agreement, the Security Documents, the Guarantees or the Notes to any provision of the “Description of the Notes” section of the Offering Memorandum to the extent that such provision in the “Description of the Notes” was intended by the Issuer to be a verbatim recitation of a provision of this Indenture, any Equal Priority Intercreditor Agreement, any Junior Priority Intercreditor Agreement, the Security Documents, the Guarantees or the Notes, such intention to be evidenced by an Officer’s Certificate of the Issuer delivered to the Trustee; (12) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including to facilitate the issuance and administration of Notes; provided that (i) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the date hereofSecurities Act or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (13) to add Collateral with respect to any or all of the Notes and/or the Guarantees; (14) to release any Guarantor from its Guarantee pursuant to this Indenture when permitted or required by this Indenture; (15) to release any Collateral from the Lien securing the Notes when permitted or required by the Security Documents, this Indenture (including pursuant to the second paragraph under Section 4.12 and including any release of any lien that is not then otherwise required by this Indenture to be pledged as security for the Notes), any Equal Priority Intercreditor Agreement or any Junior Priority Intercreditor Agreement; (16) to comply with the rules of any applicable securities depositary; (17) to add any Equal Priority Secured Parties or Junior Priority Secured Parties to any Security Documents, any Equal Priority Intercreditor Agreement or any Junior Priority Intercreditor Agreement; (18) in the case of any Security Document, to include therein any legend required to be set forth therein pursuant to any Equal Priority Intercreditor Agreement or any Junior Priority Intercreditor Agreement, or to modify any such legend as required by any Equal Priority Intercreditor Agreement or any Junior Priority Intercreditor Agreement; (19) with respect to the Security Documents, any Equal Priority Intercreditor Agreement and any Junior Priority Intercreditor Agreement, as provided in the relevant Security Document, Equal Priority Intercreditor Agreement or Junior Priority Intercreditor Agreement as applicable; or (g20) to allow provide for the succession of any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect parties to the Notes. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution Security Documents, any Equal Priority Intercreditor Agreement or any Junior Priority Intercreditor Agreement (and any amendments that are administrative or ministerial in nature) in connection with an amendment, renewal, extension, substitution, refinancing, restructuring, replacement, supplementing or other modification from time to time of any such amended or supplemental other agreement that is not prohibited by this Indenture, and upon receipt by the Trustee of the documents described in Section 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, the The Company, the Guarantors Subsidiary Guarantors, if any, and the Trustee may amend or supplement this Indenture, the Note any Subsidiary Guarantees or the 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 Notes 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 by a successor to the Company pursuant to Article 5 or Article 11 hereof or to provide for the assumption of any Guarantor's obligations under its Note Guarantee in the case of a merger or consolidation of the Guarantorhereof; (d4) to add Guarantees with respect to the Notes, to secure the Notes or to release a Subsidiary Guarantor upon the occurrence of another event entitling it pursuant to Section 10.05 hereof to be so released; (5) to add to the covenants of the Company or any Subsidiary Guarantor or to the covenants applicable to any Restricted Subsidiary, in each case, for the benefit of the Holders of Notes that does not adversely affect the legal rights under this Indenture of any such Holder; (6) 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 under this Indenture of any Holder of the NoteNotes; (e7) to comply with requirements of the Commission SEC in order to effect or maintain the qualification of this Indenture under the TIA; (f) 8) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereof; or (g9) to allow any Guarantor to execute evidence and provide for the acceptance of the appointment of a supplemental indenture and/or a Note Guarantee with respect to the Notessuccessor trustee hereunder. Upon the request of the Company accompanied by a resolution of its Board of Directors Resolution authorizing the execution of any such amended or supplemental Indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Company and the Guarantors 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 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 of this Indenture, the Company, the Guarantors and the Trustee may amend or supplement this Indenture, the Notes or the Note Guarantees or the Notes 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 or to alter the provisions of Article 2 hereof (including the related definitions) in a manner that does not materially adversely affect any HolderNotes; (c3) to provide for the assumption of the Company's or a Guarantor's obligations to the Holders of the Notes and Note Guarantees by a successor to the Company or such Guarantor pursuant to Article 5 or Article 11 hereof or to provide for the assumption of any Guarantor's obligations under its Note Guarantee in the case of a merger or consolidation of the Guarantorhereof; (d4) 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 of any Holder of the NoteHolder; (e5) to comply with requirements of the Commission SEC in order to effect or maintain the qualification of this Indenture under the TIA; (f6) to conform the text of this Indenture, the Notes or the Note Guarantees to any provision of the "Description of Notes" section of the Offering Circular to the extent that such provision in that "Description of Notes" section was intended to be a verbatim recitation of a provision of this Indenture, the Notes or the Note Guarantees, (7) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereof; or (g) 8) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indentureindenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall will 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 will 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, the Company, the Guarantors and the Trustee may amend or supplement this Indenture, the Note Guarantees Indenture or the Notes or the Subsidiary Guarantees without the consent of any Holder of a Note: (a1) to cure any ambiguity, defect or inconsistency; (b2) to comply with Article 5 hereof; (3) to provide for uncertificated Notes in addition to or in place of certificated Notes or to alter the provisions of Article 2 hereof (including the related definitions) in a manner that does not materially adversely affect any HolderNotes; (c4) to provide for the assumption of the Company's or a Guarantor's obligations to the Holders of the Notes and Subsidiary Guarantees by a successor to the Company or such Guarantor pursuant to Article 5 or Article 11 hereof or to provide for the assumption of any Guarantor's obligations under its Note Guarantee in the case of a merger or consolidation of the Guarantor10 hereof; (d5) to make any change that would provide any additional rights or benefits to the Holders of the Notes (including to provide for additional guarantees or collateral) or that does not materially adversely affect the legal rights hereunder of any Holder of the NoteHolder; (e6) to comply with requirements of the Commission SEC in order to effect or maintain the qualification of this Indenture under the TIA; (f7) to conform the text of this Indenture or the Notes to any provision of the "Description of Notes" section of the Company's Offering Circular dated February 3, 2005, relating to the initial offering of the Notes, to the extent that such provision in that "Description of Notes" was intended to be a verbatim recitation of a provision of this Indenture, the Subsidiary Guarantees or the Notes; (8) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereof; or (g9) to allow any Guarantor to execute a supplemental indenture and/or a Note Subsidiary Guarantee with respect to the Notes. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indentureindenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall will 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 will 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, the Company, the Guarantors and the Trustee may amend or supplement this Indenture, the Note Subsidiary Guarantees 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 Global Notes in addition to or in place of certificated Definitive Notes 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 ’s, or any Guarantor’s, obligations to the Holders of the Notes by a successor to the Company or a Guarantor pursuant to Article 5 or Article 11 hereof or to provide for the assumption of any Guarantor's obligations under its Note Guarantee in the case of a merger or consolidation of the Guarantorhereof; (d) to make any change that would provide any additional rights or benefits to the Holders of the Notes Notes, including providing additional Subsidiary Guarantees, or that does not materially adversely affect the legal rights hereunder of any Holder of the a Note; (e) to comply with requirements of the Commission in order to effect or maintain the qualification of this Indenture under the TIA; (f) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereof; or; (g) to allow any Guarantor to execute a supplemental indenture and/or a Note Subsidiary Guarantee with respect to the Notes; or (h) to release any Guarantor from any of its obligations under its Subsidiary Guarantee or this Indenture (to the extent permitted by this Indenture). Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee 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, the Company, the Subsidiary Guarantors and the Trustee may amend or supplement this Indenture, the Subsidiary Guarantees, the Mirror Notes, the Mirror Note Pledge Agreements, the Mirror Note Guarantees or the Notes 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 or to alter the provisions of Article 2 hereof (including the related definitions) in a manner that does not materially adversely affect any HolderNotes; (c3) to provide for the assumption of the Company's, a Mirror Note Issuer's or a Guarantor's obligations pursuant to this Indenture, a Subsidiary Guarantee, a Mirror Note or a Mirror Note Guarantee as the Holders of the Notes case may be, by a successor to the Company Company, such Mirror Note Issuer or such Guarantor pursuant to Article 5 or Article 11 V hereof or to provide for the assumption of comply with Section 4.15; (4) to release any Guarantor's Guarantor from its obligations under its Subsidiary Guarantee or Mirror Note Guarantee in (to the case of a merger or consolidation of the Guarantorextent permitted by this Indenture); (d5) 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 of any Holder of the Note;such Holder; or (e6) to comply with requirements of the Commission SEC in order to effect or maintain the qualification of this Indenture under the TIA; (f) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereof; or (g) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indentureindenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof9.6 of the Base Indenture, the Trustee shall will 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 will 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. (a) Notwithstanding Section 9.02 of this Indenture9.02, the Company, the Guarantors Subsidiary Guarantors, if any, the Trustee and the Trustee Collateral Agent may amend or supplement this Indenture, the Note Guarantees or Notes, the Notes Subsidiary Guarantees, the Collateral Documents and the Intercreditor Agreement 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 or to alter the provisions of Article 2 hereof (including the related definitions) in a manner that does not materially adversely affect any HolderNotes; (ciii) to provide for the assumption of any of the Company's ’s or any Subsidiary Guarantor’s obligations to the Holders of the Notes by a successor to the Company pursuant to Article 5 or Article 11 hereof or to provide for the assumption of any Guarantor's obligations under its Note Guarantee in the case of a merger or consolidation or sale of all or substantially all of the Company’s or such Subsidiary Guarantor’s assets; (div) 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 under this Indenture of any Holder of the Notesuch Holder; (ev) to comply with requirements of the Commission in order to effect or maintain the qualification of this Indenture under the TIATrust Indenture Act of 1939, as amended, if qualified; (fvi) to comply with Section 4.18; (vii) to evidence and provide for the acceptance of appointment by a successor Trustee or successor Collateral Agent; (viii) to provide for the issuance of Additional Notes in accordance with this Indenture; (ix) to add additional assets as Collateral to secure the limitations set forth Notes and Subsidiary Guarantees; (x) to amend the Intercreditor Agreement to add additional Authorized Representatives for lenders holding Pari Passu Lien Obligations permitted under the Indenture, the Credit Agreement, the Collateral Documents, the Intercreditor Agreement and any agreements governing any other Pari Passu Lien Indebtedness then in this Indenture as of the date hereofeffect; or (gxi) to allow conform the text of the Indenture, the Notes, the Subsidiary Guarantees, the Collateral Documents or the Intercreditor Agreement to any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect provision of the section of the Offering Memorandum entitled “Description of Notes” to the extent that such provision in the Indenture, the Notes. , the Subsidiary Guarantees, the Collateral Documents or the Intercreditor Agreement was intended to conform to such “Description of Notes.” Upon the request of the Company accompanied by a resolution of its Board of Directors Resolution 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 7.02 7.02(b) 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 neither the Trustee nor the Collateral Agent 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, the Company, the Guarantors and the Trustee may amend or supplement this Indenture, the Note Guarantees Indenture or the Notes 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 or to alter the provisions of Article 2 hereof (including the related definitions) in a manner that does not materially adversely affect any HolderNotes; (c3) to provide for the assumption of the Company's obligations to the Holders of the Notes by a successor to the Company pursuant to Article 5 or Article 11 hereof or to provide for the assumption of any Guarantor's obligations under its Note Guarantee in the case of a merger or consolidation or sale of all or substantially all of the GuarantorCompany'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 materially adversely affect the legal rights hereunder under this Indenture of any Holder of the NoteHolder; (e5) to comply with requirements of the Commission in order to effect or maintain the qualification of this Indenture under the TIA; (f6) to provide for the issuance of Additional Notes in accordance with the limitations limitation set forth in this Indenture as of the date hereof; or; (g7) to release a Guarantor from its obligation under its Subsidiary Guarantee or this Indenture in accordance with the terms of this Indenture; (8) to allow any Guarantor to execute a supplemental indenture and/or a Note Subsidiary Guarantee with respect to the Notes; or (9) to evidence and provide the acceptance of the appointment of a successor Trustee under this Indenture. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indenture, and upon receipt by the Trustee of the documents described in Section 7.02 Sections 7.02(b) and 9.06 hereof, the Trustee shall will join with the Company and the Guarantors in the execution of any amended or supplemental Indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall will 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, the Company, the Guarantors Company and the Trustee may amend or supplement this Indenture, the Note Guarantees Indenture 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 (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 or the Appendix hereof relating to the form of the Notes (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 ’s obligations to the Holders of the Notes by a successor to the Company pursuant to Article 5 or Article 11 hereof or to provide for the assumption of any Guarantor's obligations under its Note Guarantee in the case of a merger or consolidation of the Guarantorhereof; (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 of any Holder of the NoteNotes; (e) to comply with requirements of the Commission SEC in order to effect or maintain the qualification of this Indenture under the TIA; (f) to provide for the issuance of Additional Notes issued after the Issue Date in accordance with the limitations set forth in this Indenture as of the date hereofIndenture; or (g) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee add guarantees with respect to the Notes. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee 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, the Company, the Guarantors Company and the Trustee may amend or supplement this Indenture, the Note Guarantees Indenture or the Notes without the consent of any Holder of a NoteNotes affected by the modification or amendments in order to: (a) to cure any ambiguity, omission, defect or inconsistency; (b) conform to provide for uncertificated the text of this Indenture, including any supplemental indenture, or the Notes to any corresponding provision of the “Description of the Notes” contained in addition the prospectus supplement relating to or in place of certificated the Initial Notes or to alter the provisions “Description of Article 2 hereof (including Debt Securities” found in the related definitions) in a manner that does not materially adversely affect any Holderaccompanying prospectus; (c) to provide for the issuance of Additional Notes; (d) provide for the assumption of the Company's ’s obligations to the Holders of the Notes by a successor to the Company pursuant to Article 5 or Article 11 hereof or to provide for the assumption of any Guarantor's obligations under its Note Guarantee in the case of a merger or consolidation of and the GuarantorCompany’s discharge upon such assumption provided that Article V hereof is complied with; (de) to add covenants or 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 of any Holder of the NoteNotes; (ef) add guarantees with respect to comply the Notes or release a Guarantor in accordance with requirements this Indenture; (g) provide for uncertificated Notes in addition to or in place of certificated Notes; (h) secure the Commission in order Notes; (i) add or appoint a successor or separate trustee; (j) obtain to effect or maintain the qualification of this Indenture under the TIA; (f) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereof; or (gk) to allow make any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to other change that does not adversely affect the rights of any Holder of Notes. Upon the request of the Company accompanied by a resolution of its Board of Directors Resolution authorizing the execution of any such amended or supplemental Indentureindenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall will 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 will 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, the Company, the Guarantors and the Trustee may amend or supplement this IndentureIndenture or the Notes, the Note Guarantees Security Documents, the Intercreditor Agreement or the Notes an Additional Intercreditor Agreement 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 or to alter the provisions of Article 2 hereof (including the related definitions) in a manner that does not materially adversely affect any HolderNotes; (c) to provide for the assumption of the Company's ’s obligations to the Holders of the Notes by a successor to the Company pursuant to Article 5 or Article 11 hereof or to provide for the assumption of any Guarantor's obligations under its Note Guarantee in the case of a merger or consolidation of the GuarantorSection 6.01(f) hereof; (d) to secure the Notes pursuant to the requirements of Sections 4.14 or 4.37 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 materially adversely affect the legal rights hereunder of any Holder of the a Note; (e) to comply with requirements of the Commission in order to effect or maintain the qualification of this Indenture under the TIA;; or (f) to provide for the issuance of Additional Notes add or to release any Guarantor, in accordance with the limitations set forth each case as provided in this Indenture as of the date Article 10 hereof; or (g) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes. Upon the written request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indentureindenture or other such agreement, and upon receipt by the Trustee of the documents described in Section 7.02 9.06 hereof, the Trustee shall join with the Company and the Guarantors in the execution of any amended or supplemental Indenture indenture or other such agreement 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 Indenturehereof, the Company, the Guarantors a Guarantor (with respect to a Subsidiary Guarantee or this Indenture) and the Trustee may amend or supplement this Indenture, the Note Guarantees Notes or the Notes any 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 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 any Guarantor's obligations to the Holders of the Notes by a successor to the Company or a Guarantor pursuant to Article 5 or Article 11 hereof or to provide for the assumption of any Guarantor's obligations under its Note Guarantee in the case of a merger or consolidation of the Guarantorhereof; (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 of any Holder of the Note; (e) to comply with requirements of the Commission SEC in order to effect or maintain the qualification of this Indenture under the TIA; (f) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereof; or; (g) to allow any Guarantor to execute a supplemental indenture and/or a Note Subsidiary Guarantee with respect to the Notes; or (h) to evidence acceptance of appointment by a successor trustee. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indentureindenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Company and the Guarantors Guarantors, if any, 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, the Company, the Guarantors and the Trustee may amend or supplement this Indenture, the Note any Subsidiary Guarantees or the Notes 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 or to alter the provisions of Article 2 hereof (including the related definitions) in a manner that does not materially adversely affect any HolderNotes; (c3) to provide for the assumption of the Company's ’s obligations to the Holders of the Notes by a successor to the Company pursuant to Article 5 or Article 11 hereof or to provide for the assumption of any Guarantor's obligations under its Note Guarantee in the case of a merger or consolidation of the Guarantorhereof; (d4) 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 of any Holder of the Notesuch Holder; (e5) to comply with requirements of the Commission SEC in order to effect or maintain the qualification of this Indenture under the TIA; (f) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereof; or (g6) to allow conform the text of this Indenture or the Notes to any Guarantor provision of the Description of Notes to execute the extent that such provision in the Description of Notes was intended to be a supplemental indenture and/or verbatim recitation of a Note Guarantee with respect to provision of this Indenture, the Subsidiary Guarantees or the Notes. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indentureindenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall will join with the Company and the Guarantors in the execution of any amended or supplemental Indenture authorized or permitted by the terms of this Indenture and to make any 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 of this Indenture, the Company, the Guarantors Guarantors, and the Trustee and, with respect to the Security Documents and the Intercreditor Agreement, the Senior Note Collateral Agent may amend or supplement this Indenture, the Note Guarantees Guarantees, or the Notes Notes, the Security Documents or the Intercreditor Agreement 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 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 ’s or a Guarantor’s obligations to the Holders of the Notes by a successor to the Company pursuant to Article 5 or Article 11 hereof or to provide for the assumption of any Guarantor's obligations under its Note Guarantee in the case of a merger or consolidation of the Guarantorhereof; (d4) 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 of any Holder of the Note; (e5) to comply with requirements of the Commission SEC in order to effect or maintain the qualification of this Indenture under the TIA; (f6) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereof; or (g7) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes. Upon .; (8) to provide additional assets as Collateral; (9) to release Collateral from the request Liens pursuant to the Indenture, the Security Documents and the Intercreditor Agreement when permitted or required by the Indenture, the Intercreditor Agreement or the Security Documents; (10) in the case of the Company accompanied by Intercreditor Agreement, to add as parties thereto Persons (or any agent, representative or trustee therefor) holding a resolution new series of its Board of Directors authorizing the execution of First Lien Obligations, any such amended Pari Passu Lien Obligations or supplemental Indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Company and the Guarantors any Third Lien Obligations [or Refinancing Noteholder Claims (as defined in the execution of any amended Intercreditor Agreement)], in each case, to the extent such Indebtedness or supplemental Indenture authorized or permitted other Obligations are not prohibited by the terms of this Indenture and the Credit Facilities, and to make any further appropriate agreements and stipulations that may be therein containedprovide for the related modifications to the Intercreditor Agreement expressly contemplated by the Intercreditor Agreement or (11) in the case of the Security Documents, 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 otherwiseas expressly provided in Section 10.07(b) hereof.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenturebelow, the Company, the any Guarantors and the Trustee may amend or supplement this Indenture, the Notes or any Note Guarantees or the Notes 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 or to alter the provisions of Article 2 hereof (including the related definitions) in a manner that does not materially adversely affect any HolderNotes; (ciii) to provide for the assumption of the Company's obligations to the Holders of the Notes by a successor to the Company pursuant to Article 5 or Article 11 hereof or to provide for the assumption of any Guarantor's obligations under its Note Guarantee to Holders of Notes in the case of a merger or consolidation or 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 (including additional Note Guarantees or Liens securing the Notes Notes) or that does not materially adversely affect the legal rights hereunder under this Indenture of any Holder of the Notesuch Holder; (ev) to comply with requirements the provisions of the Commission in order to effect or maintain the qualification of this Indenture under the TIASection 4.18; (fvi) to evidence and provide for the acceptance of appointment by a successor Trustee; (vii) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereofIndenture; or (gviii) to allow comply with any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to requirements of the NotesCommission under the TIA. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee 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, the Company, the Guarantors and the Trustee may amend or supplement this Indenture, Indenture or the Notes or the Note Guarantees or the Notes without the consent of any Holder of a NoteHolder: (a1) to cure any ambiguity, defect or inconsistency, as determined in good faith by the Board of Directors of the Company; (b2) to provide for uncertificated Notes in addition to or in place of certificated Notes or to alter the provisions of Article 2 hereof (including the related definitions) in a manner that does not materially adversely affect any HolderNotes; (c3) to provide for the assumption of the Company's or a Guarantor's obligations to the Holders of the Notes and Note Guarantees by a successor to the Company or such Guarantor pursuant to Article 5 or Article 11 hereof or to provide for the assumption of any Guarantor's obligations under its Note Guarantee in the case of a merger or consolidation of the Guarantor10 hereof; (d4) 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 of any Holder of the NoteHolder; (e5) to comply with requirements of the Commission SEC in order to effect or maintain the qualification of this Indenture under the TIA; (f6) to conform the text of this Indenture, the Notes or the Note Guarantees to any provision of the "Description of Notes" section of the Offering Circular, relating to the initial offering of the Notes, to the extent that such provision in that "Description of Notes" was intended to be a verbatim recitation of a provision of this Indenture, the Note Guarantees or the Notes; (7) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereofIndenture; or (g) 8) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indentureindenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall will 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 will 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, the Company, the Subsidiary Guarantors and the Trustee may amend or supplement this Indenture, the Note Guarantees Subsidiary Guarantees, the Security Agreements 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 or to alter the provisions of Article 2 II 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 Subsidiary Guarantor's obligations to the Holders of the Notes by a successor to the Company or a Subsidiary Guarantor pursuant to Article 5 V or Article 11 hereof or to provide for the assumption of any Guarantor's obligations under its Note Guarantee in the case of a merger or consolidation of the GuarantorX hereof; (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 of any Holder of the NoteNotes; (e) to comply with requirements of the Commission SEC in order to effect or maintain the qualification of this Indenture under the TIA; (f) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereof; or (g) to allow any Subsidiary Guarantor to execute a supplemental indenture and/or a Note Subsidiary Guarantee with respect to the Notes; (g) to provide for the issuance of Notes in payment of interest in lieu of Interest Deferral and to make all changes resulting therefrom; (h) to amend the Collateral Agency Agreement in connection with any refinancing of the existing Loan Agreement; or (i) to amend the Security Agreements as required to comply with Section 13.05 hereof. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee 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 Indenture8.02, the CompanyIssuers, the Guarantors and the Trustee may amend or supplement the Base Indenture (as it relates to the Notes), this Indenture, the Note Guarantees Supplemental Indenture or the Notes 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 or to alter the provisions of Article 2 hereof (including the related definitions) in a manner that does not materially adversely affect any HolderNotes; (c3) to provide for the assumption of the Company's an Issuer’s obligations to the Holders of the Notes by a successor to the Company pursuant to Article 5 or Article 11 hereof or to provide for the assumption of any Guarantor's obligations under its Note Guarantee in the case of a merger or consolidation of the GuarantorFive; (d4) 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 of any Holder of the NoteHolder; (e5) to secure the Notes or the Subsidiary Guarantees pursuant to the requirements of Section 4.12 or otherwise; (6) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Supplemental Indenture; (7) to add any additional Guarantor with respect to the Notes or to evidence the release of any Guarantor from its Subsidiary Guarantee, in each case, in accordance with Article Nine; (8) to comply with requirements of the Commission in order to effect or maintain the qualification of this Indenture with respect to the Notes under the TIATrust Indenture Act; (f9) to evidence or provide for the acceptance of appointment under this Supplemental Indenture and the Base Indenture (as it relates to the Notes) of a successor Trustee with respect to the Notes; (10) to provide for the issuance reorganization of Additional Notes the Company as any other form of entity in accordance with the limitations set forth in this Indenture as of the date hereofSection 5.01(c); or (g11) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect conform the text of the Base Indenture (as it relates to the Notes), this Supplemental Indenture or the Notes to any provision of the section entitled “Description of Notes” in the prospectus supplement relating to the Notes dated December 4, 2017. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indentureindenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof8.06, the Trustee shall join with the Company Issuers 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 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, the Company, the Guarantors and the Trustee may amend or supplement this Indenture, Indenture or the Notes or the Note Guarantees or the Notes 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 or to alter the provisions of Article 2 hereof (including the related definitions) in a manner that does not materially adversely affect any HolderNotes; (c3) to provide for the assumption of the Company's ’s or a Guarantor’s obligations to the Holders of the Notes and Note Guarantees by a successor to the Company or such Guarantor pursuant to Article 5 or Article 11 hereof or to provide for the assumption of any Guarantor's obligations under its Note Guarantee in the case of a merger or consolidation of the Guarantor10 hereof; (d4) 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 of any Holder of the Notesuch Holder; (e5) to comply with requirements of the Commission SEC in order to effect or maintain the qualification of this Indenture under the TIA; (f6) to conform the text of this Indenture, the Note Guarantees or the Notes to any provision of the “Description of Notes” section of the Company’s Offering Circular dated July 28, 2006, relating to the initial offering of the Notes, to the extent that such provision in that “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Note Guarantees or the Notes; (7) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereof; or (g) 8) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indentureindenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall will 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 will 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, the Company, the Guarantors applicable Guarantor(s), the Trustee and the Trustee may Collateral Agent may, as applicable amend or supplement this Indenture, the Notes, the Note Guarantees or (subject to any required consents of others) the Notes 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 or to alter the provisions of Article 2 hereof (including the related definitions) in a manner that does not materially adversely affect any HolderNotes; (c) to provide for the assumption of the Company's ’s obligations to the Holders of the Notes by a successor to the Company pursuant to Article 5 or Article 11 hereof or to provide for the assumption of any Guarantor's obligations under its Note Guarantee in the case of a merger or consolidation or sale of all or substantially all of the GuarantorCompany’s assets pursuant to Article 5 hereof; (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 of any Holder of the Note; (e) to comply with requirements of the Commission SEC in order to effect or maintain the qualification of this Indenture under the TIA; (f) to evidence and provide for the issuance acceptance of Additional Notes in accordance with appointment under the limitations set forth in this Indenture as of the date hereof; orSecurity Documents by a successor Collateral Agent; (g) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect add to the NotesCollateral securing the Notes Obligations; (h) to conform the text of this Indenture, the Notes or the Security Documents to any provision of the “Description of the senior priority secured notes” contained within the Offering Memorandum to the extent that the Trustee has received an Officers’ Certificate stating that such text constitutes an unintended conflict with the description of the corresponding provision in the “Description of the senior priority secured notes”; (i) to mortgage, pledge, hypothecate or grant any other Lien in favor of the Collateral Agent, for the benefit of the Secured Parties (as defined in the Security Agreement), as additional security for the payment and performance of the Notes Obligations, on any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or on which a Lien is required to be granted to or for the benefit of the Trustee or the Collateral Agent pursuant to this Indenture, any of the Security Documents or otherwise; (j) to provide for the release of Collateral from the Lien of this Indenture and the Security Documents when permitted or required by the Security Documents or this Indenture; or (k) to secure any Permitted Additional Pari Passu Obligations under the Security Documents and to appropriately include any ABL Facility, Permitted Additional Pari Passu Obligations or Junior Priority Obligations in any applicable Intercreditor Agreement. Upon the 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 or Security Document, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee or Collateral Agent, as applicable, shall join with the Company and each of the Guarantors in the execution of any amended amendment or supplemental supplement to this Indenture or the Security Documents authorized or permitted by the terms of this Indenture Section 9.01 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 or immunities under this Indenture Indenture, any Security Document or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture, the Company, the Guarantors and the Trustee may amend or supplement this Indenture, the Notes, the Note Guarantees Guarantees, the Security Documents, or the Notes release any Collateral held as security 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 or to alter the provisions of Article 2 hereof (including the related definitions) in a manner that does not materially adversely affect any HolderNotes; (c3) to provide for the assumption of the Company's obligations to the Holders of the Notes by or a successor to the Company pursuant to Article 5 or Article 11 hereof or to provide for the assumption of any Guarantor's obligations under its to Holders of Notes and Note Guarantee Guarantees in the case of a merger or consolidation or sale of all or substantially all of the Company's or such Guarantor's property and assets, as applicable; (d4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does would not materially adversely affect the legal rights hereunder under this Indenture of any Holder of the Notesuch Holder; (e5) to comply with requirements of the Commission in order to effect or maintain the qualification of this Indenture under the TIA; (f) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereof; or (g6) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes; or (7) if necessary, in connection with any addition or release of Collateral permitted under the terms of this Indenture or Security Documents. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall will join with the Company and the Guarantors in the execution of any amended or supplemental Indenture authorized or permitted by the terms of this Indenture and to make any 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. The Company shall be entitled to releases of the Collateral or the Guarantees as described in Sections 10.03, 11.05 and 11.06 hereof. If the Company wishes under other circumstances to obtain an amendment or waiver or seek a consent under any Security Document or Guarantee, the Company may mail written notice of its request to the Trustee and the Holders, specifying the amendment, waiver or consent and the reason it is being sought and noting the provisions contained in the following sentence. If the Company does not receive written objections from Holders of at least 25% in aggregate principal amount of the Notes within 20 Business Days after such mailing, such amendment, waiver or consent shall be deemed granted. If the Company receives such objections, then it shall not be entitled to effect such amendment or waiver, and such consent shall not be effective, unless the Company obtains the consent of the Holders of a majority in outstanding principal amount of the Notes then outstanding voting as a single class (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes).

Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture, the Company, the Guarantors Sterling and the Trustee may amend or supplement this Indenture, the Note Guarantees Indenture or the Notes without the consent of any Holder of a Note: (ai) to cure any ambiguity, omission, defect or inconsistency; (bii) to provide for the assumption of Sterling's obligations to the Holders of the Notes in the case of a merger or consolidation pursuant to Article VI; (iii) to provide for uncertificated Notes in addition to or in place of certificated Notes (provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, or to alter the provisions of Article 2 hereof (including the related definitions) in a manner such that does not materially adversely affect any Holderthe uncertificated Notes are described in Section 163(f)(2)(B) of the Code); (civ) to provide add guarantees with respect to the Notes; (v) to add to the covenants of Sterling and its Subsidiaries hereunder for the assumption benefit of the Company's obligations to the Holders of the Notes by a successor to the Company pursuant to Article 5 or Article 11 hereof or to provide for the assumption of surrender any Guarantor's obligations under its Note Guarantee in the case of a merger right or consolidation of the Guarantorpower conferred upon Sterling; (dvi) 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 of any Holder of the a Note;; or (evii) to comply with requirements of the Commission SEC in order to effect or maintain the qualification of this Indenture under the TIA; (f) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereof; or (g) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes. Upon the request of the Company Sterling accompanied by a resolution of its the Board of Directors authorizing the execution of any such amended or supplemental Indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof10.06, the Trustee shall join with the Company and the Guarantors Sterling 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 affects its own rights, duties or immunities under this Indenture or otherwise. After an amendment, supplement or waiver under this Section 10.01 becomes effective, Sterling shall mail to the Holders of Notes affected thereby a notice briefly describing any such amendment, supplement or waiver. Any failure of Sterling 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 7.04 and Section 7.07, the Holders of a majority in aggregate principal amount of the Notes then outstanding may waive compliance by Sterling in any particular instance with any provision of this Indenture or the Notes.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture, without the consent of any Holder of Notes, the Company, the Guarantors and the Trustee may amend or supplement this Indenture, the Note Guarantees Notes or the Notes without the consent of any Holder of a NoteGuarantees: (a1) to cure any ambiguity, defect or inconsistency; (b2) to provide for uncertificated Notes or Guarantees in addition to or in place of certificated Notes or to alter the provisions of Article 2 hereof (including the related definitions) in a manner that does not materially adversely affect any HolderGuarantees; (c3) to provide for the assumption of the Company's obligations of the Company or any Guarantor to the Holders of the Notes by a successor to the Company pursuant to Article 5 or Article 11 hereof or to provide for the assumption of any Guarantor's obligations under its Note Guarantee in the case of a merger merger, amalgamation, consolidation or consolidation sale of all or substantially all of the Company’s assets or such Guarantor’s assets, 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 materially adversely affect the legal rights hereunder of any such Holder of the Notein any material respect; (e5) to provide for the issuance of Additional Notes in accordance with the provisions set forth in this Indenture; (6) to provide for the issuance of exchange notes; (7) to evidence and provide for the acceptance of an appointment of a successor Trustee; (8) to add Guarantees with respect to the Notes; (9) to conform this Indenture or the Notes to any such provision of the “Description of Notes” section of the Offering Memorandum; (10) to comply with requirements of the Commission SEC in order to effect or maintain the qualification of this Indenture under the TIA; (f11) to provide for secure the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereofNotes; or (g12) to allow any release a Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notesupon its sale or designation as an Unrestricted Subsidiary or other permitted release from its Guarantee. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall will 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 will 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. Notwithstanding the foregoing, no Opinion of Counsel shall be required in connection with the addition of a Guarantor under this Indenture upon execution and delivery by such Guarantor, the Company and the Trustee of a supplemental indenture to this Indenture, the form of which is attached as Exhibit F hereto and delivery of an Officers’ Certificate.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture9.02, the Company, the Guarantors and the Trustee may amend or supplement the Notes and this Indenture, Indenture or the Note Guarantees or the Notes without the consent of any Holder of a NoteNotes: (a1) to cure any ambiguity, defect or inconsistency; (b2) to provide for uncertificated Notes in addition to or in place of certificated Notes or to alter the provisions of Article 2 hereof (including the related definitions) in a manner that does not materially adversely affect any HolderNotes; (c3) to provide for the assumption of the Company's ’s or a Guarantor’s obligations to the Holders of the Notes and Note Guarantees by a successor to the Company or such Guarantor pursuant to Article 5 or Article 11 hereof or 10; (4) to provide for effect the assumption release of any Guarantor's obligations under a Guarantor from its Note Guarantee and the termination of such Note Guarantee, all in accordance with the case provisions of a merger or consolidation of the Guarantorthis Indenture governing such release and termination; (d5) 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 of any Holder of the NoteHolder; (e6) to comply with requirements of the Commission SEC in order to effect or maintain the qualification of this Indenture under the TIA; (f7) to conform the text of this Indenture, the Note Guarantees or the Notes to any provision of the “Description of Notes” section of the Offering Memorandum to the extent that such provision in that “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture or the Note Guarantees or the Notes; (8) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereofIssue Date; (9) to add any Note Guarantee; or (g10) to allow any Guarantor to execute provide for a supplemental indenture and/or a Note Guarantee successor Trustee in accordance with respect to the Notesprovisions of this Indenture. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indentureindenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof7.02, the Trustee shall will 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 will 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, the Company, the Guarantors Guarantor and the Trustee may amend or supplement this Indenture, the Note Guarantees Guarantee 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 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 the Guarantor's obligations to the Holders of the Notes by a successor to the Company pursuant to Article 5 or Article 11 hereof or to provide for the assumption of any Guarantor's obligations under its Note Guarantee in the case of a merger or consolidation of the Guarantorhereof; (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 of any Holder of the Note; (e) to comply with requirements of the Commission SEC in order to effect or maintain the qualification of this Indenture under the TIA; (f) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereof; or (g) to allow any the Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indentureindenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Company and the Guarantors 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 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, the Company, the Guarantors and the Trustee may amend or supplement this Indenture, the Note Guarantees Indenture or the Notes 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; provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, or to alter the provisions of Article 2 hereof (including the related definitions) in a manner such that does not materially adversely affect any Holderthe uncertificated Notes are described in Section 163(f)(2)(B) of the Code; (c) to provide for the assumption by a Surviving Person of the Company's obligations to the Holders of the Notes Company under this Indenture as contemplated by a successor to the Company pursuant to Article 5 or Article 11 hereof or to provide for the assumption of any Guarantor's obligations under its Note Guarantee in the case of a merger or consolidation of the Guarantorhereof; (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 of any Holder of the Notesuch Holder; (e) provide for or confirm the issuance of Additional Notes in accordance with this Indenture; (f) to comply with requirements any requirement of the Commission in order to effect or maintain the qualification of this Indenture under the TIA; (fg) add additional Guarantees or additional obligors with respect to provide for the issuance Notes or release Guarantors from Subsidiary Guarantees as permitted by the terms of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereofIndenture; or (gh) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to secure the Notes. Upon the request of the Company accompanied by a resolution of its Board of Directors Resolution authorizing the execution of any such amended or supplemental Indentureindenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall will 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 will 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, without the consent of any Holder of Notes, the Company, the Guarantors and the Trustee may amend or supplement this Indenture, the Notes or the Note Guarantees or the Notes without the consent of any Holder of a Noteto: (a1) to cure any ambiguityambiguities, defect or inconsistency; (b2) provide for the assumption of the Company’s obligations to Holders of Notes in the case of a merger or consolidation or sale of all or substantially all of the Company’s assets; (3) provide for uncertificated Notes in addition to or in place of certificated Notes or to alter the provisions of Article 2 hereof (including the related definitions) in a manner that does not materially adversely affect any HolderNotes; (c4) to provide for the assumption of the Company's obligations to the Holders add any Person as a Guarantor of the Notes by a successor to or secure the Company pursuant to Article 5 Notes or Article 11 hereof or to provide for the assumption of any Guarantor's obligations under its Note Guarantee in the case of a merger or consolidation of the GuarantorGuarantees; (d5) 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 in any material respect the legal rights hereunder under this Indenture of any Holder of the Notesuch Holder; (e6) to comply with requirements of the Commission SEC in order to effect or maintain the qualification of this the Indenture under the TIA; (f) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereof; or (g7) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect conform the Indenture or the Notes to the descriptions thereof set forth in the “Description of Notes. ” section of the Company’s Offering Memorandum dated October 29, 2014, relating to the initial offering of the Notes to the extent that the Trustee has received an Officers’ Certificate stating that such text constitutes an unintended conflict with the corresponding provision in such “Description of Notes.” Upon the request of the Company accompanied by a resolution of its Board of Directors Managers authorizing the execution of any such amended or supplemental Indentureindenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall will 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 will not be obligated to enter into such amended or supplemental Indenture 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 of this Indenture, the Company, the Subsidiary Guarantors and the Trustee may amend or supplement this Indenture, the Note Subsidiary Guarantees or the Notes without the consent of any Holder of a NoteNotes: (a1) to cure any ambiguity, defect or inconsistency; (b2) to provide for uncertificated Notes in addition to or in place of certificated Notes or to alter the provisions of Article 2 hereof (including the related definitions) in a manner that does not materially adversely affect any HolderNotes; (c3) to provide for the assumption of the Company's ’s or a Subsidiary Guarantor’s obligations to the Holders of the Notes by a successor to the Company pursuant to Article 5 or Article 11 hereof or to provide for the assumption of any Guarantor's obligations under its Note Guarantee in the case of a merger or consolidation or sale of all or substantially all of the Company’s or such Subsidiary Guarantor’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 materially adversely affect the legal rights hereunder under this Indenture of any Holder of the Notesuch Holder; (e5) to comply with requirements of the Commission SEC in order to effect or maintain the qualification of this Indenture under the TIA; (f6) to conform the text of this Indenture or the Notes to any provision of the “Description of the Dynegy Notes” section of the Offering Memorandum and Disclosure Statement, to the extent that such provision in the “Description of the Dynegy Notes” was intended to be a verbatim or substantially verbatim recitation of a provision of this Indenture, the Notes or the Subsidiary Guarantees; (7) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee pursuant to the requirements thereof; (8) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereofIndenture; or (g9) to allow any Subsidiary Guarantor to execute a supplemental indenture and/or a Note Subsidiary Guarantee with respect to the Notes. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indentureindenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, Sections 9.06 and 12.04 of this Indenture 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 8.02 of this Indenture, the Company, the Guarantors and the Trustee may amend or supplement this Indenture, the Note Guarantees Notes or the Notes Guarantees (which amendment or supplement shall conform to the provisions of the TIA as then in effect) without the consent of any Holder of a NoteNotes: (a1) to cure any ambiguity, defect or inconsistency; (b2) to provide for uncertificated Notes in addition to or in place of certificated Notes or to alter the provisions of Article 2 hereof (including the related definitions) in a manner that does not materially adversely affect any HolderNotes; (c3) to provide for the assumption of the Company's ’s or a Guarantor’s obligations to the Holders of the Notes by a successor to the Company pursuant to Article 5 or Article 11 hereof or to provide for the assumption of any Guarantor's obligations under its and Note Guarantee Guarantees in the case of a merger or consolidation or sale of all or substantially all of the Company’s or such Guarantor’s assets, as applicable; (d4) 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 under this Indenture of any such Holder as evidenced by an opinion of the Notecounsel; (e5) to comply with requirements of the Commission SEC in order to effect or maintain the qualification of this Indenture under the TIA; (f6) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereofIssue Date; or (g7) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes. Upon the 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 7.02 7.02(b) and Section 12.05 hereof, the Trustee shall will 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 will not be obligated to enter into such amended or supplemental Indenture 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 10.02 of this Indenture, the Company, the Guarantors any Note Guarantor (with respect to its Note Guarantee or this Indenture) and the Trustee may amend or supplement this Indenture, the Notes or any Note Guarantees or the Notes Guarantee without the consent of any Holder of a Note: (a) to cure any ambiguity, defect or inconsistencyinconsistency that does not adversely affect in any material respect the rights hereunder of any Holder of the Notes; (b) to provide for uncertificated certificated Notes in addition to or in place of certificated uncertificated Notes 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 ’s or any Note Guarantor’s obligations to the Holders of the Notes by a successor to the Company or any such Note Guarantor, respectively pursuant to Article 5 or Article 11 hereof or to provide for the assumption of any Guarantor's obligations under its Note Guarantee in the case of a merger or consolidation of the Guarantor6 hereof; (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 in any material respect the legal rights hereunder of any Holder of the NoteNotes; (e) to release a Note Guarantor from its obligations under its Note Guarantee, the Notes or this Indenture in accordance with the applicable provisions of this Indenture or to add Note Guarantees with respect to the Notes; (f) to provide additional Note Lien Collateral as security for the Notes or to release Note Liens in favor of the Note Lien Collateral Agent in accordance with the applicable provisions of this Indenture; (g) to issue Additional Notes in accordance with Section 2.01 hereof; (h) to comply with requirements of the Commission in order to effect or thereafter maintain the qualification of this Indenture under the TIA; (f) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereof; or (gi) to allow any Guarantor to execute evidence and provide for the acceptance of appointment under this Indenture of a supplemental indenture and/or a Note Guarantee with respect to the Notessuccessor Trustee. Upon the written request of the Company or any Note Guarantor accompanied by by, to the extent necessary, a resolution of its Board of Directors Resolution authorizing the execution of any such amended or supplemental Indentureindenture, and upon receipt by the Trustee of the documents described in Section 7.02 8.02 hereof, the Trustee shall join with the Company and or any such Note Guarantor, as the Guarantors case may be, 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 indenture which it believes affects its own rights, duties duties, indemnities or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture, the Company, the Guarantors and the Trustee may amend or supplement this Indenture, the Note Guarantees 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 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 ’s obligations to the Holders of the Notes by a successor to the Company pursuant to Article 5 or Article 11 hereof or to provide for the assumption of any Guarantor's obligations under its Note Guarantee in the case of a merger or consolidation of the Guarantor10 hereof; (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 of any Holder of the Note; (e) to comply with requirements of the Commission SEC in order to effect or maintain the qualification of this Indenture under the TIA; (f) to provide for the issuance of Additional Notes of each series in accordance with the limitations set forth in this Indenture as of the date hereof; or (g) to allow any Guarantor to execute a supplemental indenture and/or and/ or a Note Guarantee with respect to the Notes. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee 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 0 of this Indenture, the Company, the Guarantors Company and the Trustee may amend or supplement this Indenture, the Note Guarantees Indenture or the Notes without the consent of any Holder of a Note: (a) to cure any ambiguity, defect or inconsistencyinconsistency or to make a modification of a formal or technical nature or to correct a manifest error; (b) to provide for uncertificated Notes in addition to or in place of certificated Notes 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 by a successor to the Company pursuant to Article 5 or Article 11 hereof or to provide for the assumption of any Guarantor's obligations under its Note Guarantee in the case of a merger or consolidation of the Guarantorhereof; (d) to secure the Notes or add to the covenants of the Company for the benefit of the Holders of the Notes or surrender any right or power conferred upon the Company; (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 of any Holder of the a Note; (ef) to comply with requirements of the Commission SEC in order to effect or maintain the qualification of this Indenture under the TIA; (f) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereof; or (g) to allow any Guarantor to execute evidence and provide for the acceptance and appointment under this Indenture of a supplemental indenture and/or a Note Guarantee with respect successor Trustee pursuant to the Notesrequirements hereof. However, no amendment may be made to Article 10 of this Indenture or the conditions precedent to Legal Defeasance and Covenant Defeasance set forth in clause (e) of 0 hereof, in each case, that adversely affects the rights of any holder of Credit Facility Debt of the Company then outstanding unless the holders of such Credit Facility Debt (or their representative) consent to such change in accordance with the provisions of the agreements governing such Credit Facility Debt. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indenture, and upon receipt by the Trustee of the documents described in Section 7.02 0 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 Indenture9.02, the CompanyIssuers, the Guarantors and the Trustee may amend or supplement this Indenture, the Note Guarantees or the Notes 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 (provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, or to alter the provisions of Article 2 hereof (including the related definitions) in a manner such that does not materially adversely affect any Holderthe uncertificated Notes are described in Section 163(f)(2)(B) of the Code); (c3) to provide for the assumption of the Company's an Issuer’s or a Guarantor’s obligations to the Holders of the Notes by a successor to the Company an Issuer or a Guarantor pursuant to Article 5 or Article 11 hereof 11; (4) to secure the Notes; (5) to reflect the release of any Guarantor from its supplemental indenture and/or Guarantee, in each case as permitted in this Indenture or to provide allow any Guarantor to execute a supplemental indenture and/or Guarantee with respect to the Notes; (6) to add to the covenants of the Issuers or any Guarantor for the assumption of any Guarantor's obligations under its Note Guarantee in the case of a merger or consolidation benefit of the Holders of the Notes or to surrender any right or power conferred upon an Issuer or any Guarantor; (d7) 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 of any Holder of the NoteNotes; (e) 8) to comply with requirements any requirement of the Commission SEC in order to effect or maintain connection with the qualification of this Indenture under the TIA; (f9) to evidence and provide for the issuance acceptance of Additional Notes in accordance with the limitations set forth in appointment under this Indenture as of the date hereofa successor Trustee; or (g10) to allow make any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect amendment to the provisions of this Indenture relating to the transfer and legending of Notes; provided, however, that (a) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any other applicable securities law and (b) such amendment does not materially and adversely affect the rights of Holders to transfer Notes. Upon the 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 7.02 hereofand 9.06, the Trustee shall join with the Company Issuers and the Guarantors in the execution of any amended or supplemental Indenture authorized or permitted by the terms of this Indenture and to make any 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, the Company, the Guarantors and the Trustee may amend or supplement this Indenture, the Note Guarantees 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 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 by a successor to the Company or any Guarantor pursuant to Article 5 or Article 11 hereof or to provide for the assumption of any Guarantor's obligations under its Note Guarantee in the case of a merger or consolidation of the Guarantorhereof; (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 of any Holder of the NoteNotes; (e) to comply with requirements of the Commission SEC in order to effect or maintain the qualification of this Indenture under the TIA; (f) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereof; or (gf) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee 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, the Company, the Guarantors and the Trustee may amend or supplement this Indenture, the Note Notes, the Guarantees or the Notes 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 or to alter the provisions of Article 2 hereof (including the related definitions) in a manner that does not materially adversely affect any HolderNotes; (c) to provide for the assumption of the Company's or any Guarantor's obligations to the Holders of the Notes by a successor to the Company pursuant to Article 5 or Article 11 hereof or to provide for the assumption of any Guarantor's obligations under its Note Guarantee in the case of a merger or consolidation of the Guarantorpursuant to Article 5 or Article 11 hereof; (d) to make any change that would provide any additional rights or benefits to the Holders of the Notes (including providing for additional Guarantees pursuant to this Indenture) or that does not materially not, with respect to an amendment or supplement to the Indenture, adversely affect the legal rights hereunder of any such Holder of Notes or, with respect to an amendment or supplement to any Collateral Document, adversely affect the Notelegal rights thereunder of any such Holder of Notes; (e) to comply with requirements of the Commission SEC in order to effect or maintain the qualification of this Indenture under the TIA; (f) to provide for the issuance of Additional Notes a successor Trustee in accordance with the limitations set forth in this Indenture as terms of the date hereofIndenture; or (g) to allow any Guarantor to execute a enter into additional or supplemental indenture and/or a Note Guarantee with respect to the NotesCollateral Documents. Upon the request of the Company and the Guarantors accompanied by a resolution of its the Company's Board of Directors authorizing the execution of any such amended or supplemental supple-mental Indenture, Notes, Guarantees or Collateral Documents and upon receipt by the Trustee of the documents described in Section 7.02 9.06 hereof, the Trustee shall join with the Company and the Guarantors in the execution of any amended or supplemental Indenture supple-mental Indenture, Notes, Guarantees or Collateral Documents 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 supple-mental Indenture, Notes, Guarantees or Collateral Documents 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 Indenture9.2 hereof, the Company, the Guarantors Parent and the Trustee may amend or supplement this Indenture, the Note Guarantees Notes or the Notes Parent 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 or to alter the provisions of Article 2 hereof (including the related definitions) in a manner that does not materially adversely affect any HolderNotes; (c) to provide for the assumption of the Company's obligations to the Holders of the Notes by a successor to the Company pursuant to Article 5 or Article 11 hereof or to provide for the assumption of any Guarantor's obligations under its Note Guarantee in the case of a merger or consolidation of the Guarantorpursuant to Article V hereof; (d) to provide for additional Guarantors as set forth in Section 4.15 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 materially adversely affect the legal rights hereunder of any Holder of the Note; (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 Commission in order to effect or maintain the qualification of this Indenture under the TIA;; or (fh) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereof; or (g) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indentureindenture, and upon receipt by the Trustee of the documents described in Section 7.02 9.6 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 indenture that adversely affects its own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental indenture.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture, the Company, the Guarantors and the Trustee may amend or supplement this Indenture, the Note Guarantees 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 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 by a successor to the Company or a Guarantor pursuant to Article 5 or Article 11 hereof or to provide for the assumption of any Guarantor's obligations under its Note Guarantee in hereof, as the case of a merger or consolidation of the Guarantormay be; (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 of any Holder of the Note; (e) to comply with requirements of the Commission SEC in order to effect or maintain the qualification of this Indenture under the TIA; (f) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereof; or (g) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes; (g) to make provisions with respect to the conversion right of Holders pursuant to Section 12.06. Upon the request of the Company accompanied by a resolution of its Board of Directors Resolution authorizing the execution of any such amended or supplemental Indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee 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 Article 9 of the Base Indenture and Section 9.02 of this Supplemental Indenture, without the consent of any Holder of Notes of a Series, the Company, the Guarantors and the Trustee may amend or supplement this Supplemental Indenture, the Note Guarantees Notes of such Series or the Notes without the consent of any Holder of a NoteSubsidiary Guarantees: (a1) to cure any ambiguity, mistake, defect or inconsistency; (b2) to provide for uncertificated Notes in addition to or in place of certificated Notes or to alter the provisions of Article 2 hereof (including the related definitions) provided that such uncertificated Notes are issued in a manner that does not materially adversely affect any Holderregistered form for U.S. tax purposes); (c3) to provide for the assumption of the Company's obligations ’s Obligations to the Holders of the Notes by a successor to the Company pursuant to Article 5 or Article 11 hereof or to provide for the assumption of any Guarantor's obligations under its Note Guarantee such Series in the case of a merger or consolidation or sale of all or substantially all of the GuarantorCompany’s assets; (d4) to make any change that would provide any additional rights or benefits to the Holders of the Notes of such Series or that does not materially adversely affect the legal rights hereunder under this Supplemental Indenture of any Holder of the Notesuch Holder; (e5) to comply with requirements conform the text of this Supplemental Indenture or the Notes of such Series to any provision of the Commission in order to effect or maintain “Description of the qualification Notes” section of this Indenture under the TIACompany’s Offering Memorandum; (f6) to evidence and provide for the acceptance and appointment under this Supplemental Indenture of a successor Trustee pursuant to the requirements hereof; (7) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Supplemental Indenture as of the date hereof; or; (g) 8) to allow any Guarantor to execute a supplemental indenture and/or a Note Subsidiary Guarantee with respect to the Notes. Notes of such Series; Upon the request of the Company accompanied by a resolution of its Board of Directors Resolution authorizing the execution of any such amended amendment or supplemental Indenturesupplement, and upon receipt by the Trustee of an Officer’s Certificate and Opinion of Counsel certifying that such amendment or supplement is authorized or permitted by the documents described in Section 7.02 hereofterms of this Supplemental Indenture, the Trustee shall join with the Company and the Guarantors in the execution of any amended such amendment or supplemental Indenture authorized or permitted by the terms of this Indenture supplement 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 amendment or supplemental Indenture supplement that affects its own rights, duties or immunities under this the Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture, the Company, the Guarantors and the Trustee may amend or supplement this Indenture, the Note Subsidiary Guarantees or the Notes without the consent of any Holder of a Note: (a) to cure any ambiguity, defect or inconsistencyinconsistency or to make a modification of a formal, minor or technical nature or to correct a manifest error; (b) to provide for uncertificated Notes in addition to or in place of certificated Notes 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 ’s or a Guarantor’s obligations to the Holders of the Notes by a successor to the Company pursuant to Article 5 or Article 11 hereof hereof; (d) to add Guarantees with respect to the Notes or to provide secure the Notes; (e) to add to the covenants of the Company or any Guarantor for the assumption of any Guarantor's obligations under its Note Guarantee in the case of a merger or consolidation benefit of the Holders of the Notes or surrender any right or power conferred upon the Company or any Guarantor; (df) 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 of any Holder of the a Note; (eg) to comply with requirements of the Commission SEC in order to effect or maintain the qualification of this Indenture under the TIA; (fh) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee pursuant to the requirements hereof; or (i) to provide for the issuance of Additional Notes in accordance with exchange or private exchange notes. However, no amendment may be made to Article 10 of this Indenture or the limitations conditions precedent to Legal Defeasance and Covenant Defeasance set forth in this Indenture as clause (e) of Section 8.04 hereof, in each case, that adversely affects the rights of any holder of Senior Debt of the date hereof; or Company or a Guarantor then outstanding unless the holders of such Senior Debt (gor their representative) consent to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notessuch change. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indentureindenture, and upon receipt by the Trustee of the documents described in Section 7.02 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 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 Indenturehereof, the CompanyCo-Obligors, the Guarantors Subsidiary Guarantors, any other obligor under the Notes and the Trustee may modify or amend or supplement this Indenture, the Note Guarantees Indenture or the Notes without the consent of any Holder of a Note: (ai) to evidence the succession of another Person to the Company, Finance Corp. or a Subsidiary Guarantor, and the assumption by any such successor of the covenants of the Company, Finance Corp. or such Subsidiary Guarantor in this Indenture and in the Notes and in any Guarantee in accordance with Section 5.01 hereof; (ii) to add to the covenants of the Company, Finance Corp., any Subsidiary Guarantor or any other obligor upon the Notes for the benefit of the holders of the Notes or to surrender any right or power conferred upon the Company, Finance Corp. or any Subsidiary Guarantor or any other obligor upon the Notes, as applicable, in this Indenture, in the Notes or in any Guarantee; (iii) to cure any ambiguity, defect or inconsistencyto correct or supplement any provision in this Indenture, the Notes or any Guarantee which may be defective or inconsistent with any other provision in this Indenture, the Notes or any Guarantee or make any other provisions with respect to matters or questions arising under this Indenture, the Notes or any Guarantee; provided that, in each case, such provisions shall not adversely affect the interest of the holders of the Notes; (b) to provide for uncertificated Notes in addition to or in place of certificated Notes 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 by a successor to the Company pursuant to Article 5 or Article 11 hereof or to provide for the assumption of any Guarantor's obligations under its Note Guarantee in the case of a merger or consolidation of the Guarantor; (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 of any Holder of the Note; (eiv) to comply with the requirements of the Commission in order to effect or maintain the qualification of this Indenture under the TIATrust Indenture Act; (fv) to add a Subsidiary Guarantor under this Indenture; (vi) to evidence and provide the acceptance of the appointment of a successor Trustee under this Indenture; (vii) to mortgage, pledge, hypothecate or grant a security interest in favor of the Trustee for the benefit of the holders of the Notes as additional security for the payment and performance of the Company’s, Finance Corp.’s and any Subsidiary Guarantor’s obligations under this Indenture, in any property, or assets, including any of which are required to be mortgaged, pledged or hypothecated, or in which a security interest is required to be granted to the Trustee pursuant to this Indenture or otherwise; (viii) to provide for the issuance of Additional Notes under this Indenture in accordance with the limitations set forth in this Indenture as of the date hereofIndenture; or (gix) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect provide for the issuance of the Exchange Notes pursuant to the Notesterms of this Indenture. Notwithstanding the foregoing, and so long as the Credit Agreement is outstanding, no amendment may be made to the subordination provisions of this Indenture that adversely affects the rights of any holder of Senior Indebtedness then outstanding unless holders of such Senior Indebtedness (or any group or representative thereof authorized to give such consent) consent thereto. (b) Upon the request of the Company Co-Obligors accompanied by a resolution of its Board their Boards of Directors authorizing the execution of any such amended or supplemental Indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Company and the Guarantors Co-Obligors 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 Article 9 of the Base Indenture and Section 9.02 of this Supplemental Indenture, without the consent of any Holder of Notes, the Company, the Guarantors and the Trustee may amend or supplement this Supplemental Indenture, the Note Guarantees Notes or the Notes without the consent of any Holder of a NoteSubsidiary Guarantees: (a1) to cure any ambiguity, mistake, defect or inconsistency; (b2) to provide for uncertificated Notes in addition to or in place of certificated Notes or to alter the provisions of Article 2 hereof (including the related definitions) in a manner that does not materially adversely affect any HolderNotes; (c3) to provide for the assumption of the Company's obligations ’s Obligations to the Holders of the Notes by a successor to the Company pursuant to Article 5 or Article 11 hereof or to provide for the assumption of any Guarantor's obligations under its Note Guarantee in the case of a merger or consolidation or sale of all or substantially all of the GuarantorCompany’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 materially adversely affect the legal rights hereunder under this Supplemental Indenture of any Holder of the Notesuch Holder; (e5) to comply with requirements of the Commission SEC in order to effect or maintain the qualification of this Supplemental Indenture under the TIA; (f6) to conform the text of this Supplemental Indenture or the Notes to any provision of the “Description of the Notes” section of the Company’s Offering Memorandum dated May 7, 2019, relating to the initial offering of the Notes; (7) to evidence and provide for the acceptance and appointment under this Supplemental Indenture of a successor Trustee pursuant to the requirements hereof; (8) to provide for the issuance of Additional Notes and other Securities in accordance with the limitations set forth in this Supplemental Indenture as of the date hereof; or (g9) to allow any Guarantor to execute a supplemental indenture and/or a Note Subsidiary Guarantee with respect to the Notes. Upon the request of the Company accompanied by a resolution of its Board of Directors Resolution authorizing the execution of any such amended or supplemental Indentureindenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereofof the Base Indenture, 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 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 Indenture indenture that affects its own rights, duties or immunities under this the Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenturehereof, the Company, the Guarantors Company and the Trustee may amend or supplement this Indenture, the Note Guarantees Indenture 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 or to alter the provisions of Article 2 hereof (including the related definitions) in a manner that does not materially adversely affect any HolderNotes; (c) to provide for the assumption of the Company's obligations to the Holders of the Notes by a successor to the Company pursuant to Article 5 or Article 11 hereof or to provide for the assumption of any Guarantor's obligations under its Note Guarantee in the case of a merger or consolidation or sale of all or substantially all of the GuarantorCompany's assets permitted hereby; (d) to provide for the assumption of Blount International's obligations to Holders of Notxx xx respect of the Guarantees in the case of a merger or consolidation or sale of all or substantially all of Blount International's assets permitted hereby; (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 of any Holder of the NoteNotes; (ef) to provide for the issuance of Additional Notes in accordance with the provisions set forth in this Indenture; (g) to comply with requirements of the Commission in order to effect or maintain the qualification of this Indenture under the TIA; (f) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereof; or (gh) to allow make any Guarantor other change, provided that such other change does not adversely affect the legal rights hereunder of any Holder of the Notes or to execute a supplemental indenture and/or a Note Guarantee with respect to surrender any right or power conferred upon Blount International or the NotesCompany. Upon the xxx request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indenture, and upon receipt by the Trustee of the documents described in Section 7.02 7.02(b) 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 that, by its express terms, affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture9.2 hereof, the Company, the Guarantors Company and the Trustee together may amend or supplement this Indenture, the Note Guarantees Indenture or the Notes 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, (iii) to provide for the assumption of the Company obligations to Holders of such Notes in the case of a merger or consolidation pursuant to alter the provisions of Article 2 hereof V, (including the related definitions) in a manner that does not materially adversely affect any Holder; (civ) to provide for the assumption of the Company's obligations to the Holders of the Notes by a successor to the Company pursuant to Article 5 or Article 11 hereof or to provide for the assumption of any Guarantor's obligations under its Note Guarantee in the case of a merger or consolidation of the Guarantor; such Notes, (dv) 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 under this Indenture of any Holder such Holder, (vi) to add 91 83 covenants for the benefit of the Note; Holders or to surrender any right or power conferred upon the Company, (evii) to comply with requirements of the Commission in order to effect or maintain the qualification of this the Indenture under the TIA; TIA or (fviii) to provide for the issuance of Additional the Exchange Notes (which will have terms identical in accordance all material respects to the Initial Notes except that the transfer restrictions contained in the Initial Notes will be modified or eliminated, as appropriate), and which will be treated together with the limitations set forth in this Indenture any outstanding Initial Notes, as a single issue of the date hereof; or Notes or (gix) to allow execute and deliver any Guarantor documents necessary or appropriate to execute a supplemental indenture and/or a Note Guarantee with respect to release Liens or any Escrow Collateral as permitted by the NotesEscrow Agreement. Upon the request of the Company Company, accompanied by a resolution of its Board of Directors Resolution authorizing the execution of any such amended or supplemental Indentureindenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof9.6, 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 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, the Company, the Guarantors and the Trustee may amend or supplement this Indenture, the Note Guarantees or the Notes Indenture 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 or to alter the provisions of Article 2 hereof (including the related definitions) in a manner that does not materially adversely affect any HolderNotes; (c3) to provide for the assumption of the Company's ’s or a Guarantor’s obligations to the Holders of the Notes and Note Guarantees by a successor to the Company or such Guarantor pursuant to Article 5 or Article 11 hereof or to provide for the assumption of any Guarantor's obligations under its Note Guarantee in the case of a merger or consolidation of the Guarantor10 hereof; (d4) 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 of any Holder of the NoteHolder; (e5) to comply with requirements conform the text of the Commission Indenture Documents to any provision of the “Description of the Notes” section of the Offering Memorandum, to the extent that such provision in order that “Description of the Notes” was intended to effect or maintain the qualification be a verbatim recitation of this Indenture under the TIAa provision thereof, as evidenced by an Officers’ Certificate; (f6) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereof; or; (g7) to evidence and provide for the acceptance and appointment under this Indenture of a successor trustee pursuant to the requirements hereof; (8) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the NotesNotes or to release a Guarantor from its Note Guarantee in accordance with the terms of this Indenture; or (9) to enter into additional or supplemental Collateral Documents or to release Collateral from the Lien of this Indenture or the Collateral Documents in accordance with the terms of this Indenture and the Collateral Documents. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indentureindenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall will 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 will 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, the Company, the Guarantors Issuers and the Trustee may amend or supplement this Indenture, the Note Guarantees Indenture or the Notes 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 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 Issuers' obligations to the Holders of the Notes by a successor to the Company Issuers pursuant to Article 5 or Article 11 hereof or to provide for the assumption of any Guarantor's obligations under its Note Guarantee in the case of a merger or consolidation of the Guarantor10 hereof; (d4) 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 of any Holder of the Note; (e5) to comply with requirements of the Commission in order to effect or maintain the qualification of this Indenture under the TIA; (f6) to conform the text of this Indenture or the Notes to any provision of the "Description of Notes" section of the Issuers' Offering Memorandum dated December 18, 2003, relating to the initial offering of the Notes, to the extent that such provision in that "Description of Notes" was intended to be a verbatim recitation of a provision of this Indenture or the Notes; (7) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereof; or (g) 8) to allow any Guarantor to execute a supplemental indenture to this Indenture and/or a Note Subsidiary Guarantee with respect to the Notes. Upon the request of the Company Issuers accompanied by a resolution of its Board of Directors Supervisors authorizing the execution of any such amended or supplemental Indentureindenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall will join with the Company Issuers and the Guarantors Guarantors, if any, 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 will 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. (a) Notwithstanding Section 9.02 9.2 hereof, without the consent of this Indentureany Holder of Notes, the Company, the Guarantors Company and the Trustee together may amend or supplement this Indenture, the Notes, the Note Guarantees or the Notes without the consent of any Holder of a NoteSecurity Documents: (ai) to cure any ambiguity, defect or inconsistency; (bii) to provide for uncertificated Notes in addition to or in place of certificated Notes or to alter the provisions of Article 2 hereof (including the related definitions) in a manner that does not materially adversely affect any HolderNotes; (ciii) to provide for the assumption of the Company's or any Guarantor's obligations to the Holders of the Notes by a successor to the Company pursuant to Article 5 or Article 11 hereof or to provide for the assumption of any Guarantor's obligations under its Note Guarantee in the case of a merger or consolidation of pursuant to Article 5 or Article 11 hereof, as the Guarantorcase may be; (div) to make any change that would provide any additional rights or benefits to the Holders of the Notes (including providing for additional Note Guarantees pursuant to this Indenture) or that does not materially adversely affect the legal rights hereunder of any such Holder of the NoteNotes; (ev) to comply with requirements of the Commission SEC in order to effect or maintain the qualification of this Indenture under the TIA; (fvi) to provide for make any change to any provision of this Indenture, the issuance of Additional Notes in accordance with Notes, the limitations set forth in this Indenture as Note Guarantees or the Security Documents, if and to the extent the same change is made to the corresponding provision of the date hereof1996 Indenture or the 1996 Notes, or the Note Guarantees (as defined in the 1996 Indenture) or Security Documents (as defined in the 1996 Indenture); or (gvii) to allow any Guarantor to execute a enter into additional or supplemental indenture and/or a Note Guarantee with respect to the Notes. Security Documents. (b) Upon the request of the Company accompanied by a resolution of its the Board of Directors of the Company and the Guarantor authorizing the execution of any such amended or supplemental Indenture, Notes, Note Guarantees or Security Documents, and upon receipt by the Trustee of the documents described in Section 7.02 7.2 hereof, the Trustee shall join with the Company and the Guarantors Guarantor in the execution of any amended or supplemental Indenture Indenture, Notes, Note Guarantees or Security Documents 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, Notes, Note Guarantees or Security Documents 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, the Company, the Guarantors Authority and the Trustee may amend or supplement this Indenture, the Note Guarantees Notes or the Notes Collateral 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 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 by a successor to the Company pursuant to Article 5 or Article 11 hereof or to provide for the assumption of any Guarantor's obligations under its Note Guarantee in the case of a merger or consolidation of the Guarantor; (d3) 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 of any Holder of the Note; (e4) to comply with requirements of the Commission SEC in order to effect or maintain the qualification of this Indenture under the TIA; (f5) to provide for the issuance of Additional Notes in accordance Notes; (6) to enter into additional or supplemental Collateral Documents; (7) to comply with the limitations set forth in this Indenture as all applicable rules and regulations of the date hereofNIGC, the BIA or any governmental authority; or (g) 8) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee comply with the provisions of DTC, Euroclear or Clearstream or the Trustee with respect to the Notesprovisions of this Indenture or the Notes relating to the transfers and exchanges of Notes or beneficial interests therein. Upon the request of the Company Authority accompanied by a resolution of its Management Board of Directors authorizing the execution of any such amended or supplemental IndentureIndenture or Collateral Documents, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall will join with the Company Authority and the Guarantors Tribe in the execution of any amended or supplemental Indenture or Collateral Documents 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 or Collateral Documents that affects its own rights, duties or immunities under this Indenture Indenture, the Collateral Documents or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture, the Company, the Guarantors and the Trustee may amend or supplement this Indenture, the Note Guarantees or the Notes 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 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 by a successor to the Company pursuant to Article 5 or Article 11 hereof or to provide for the assumption of any Guarantor's obligations under its Note Guarantee in the case of a merger or consolidation of the Guarantor10 hereof; (d4) 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 of any Holder of the Note; (e5) to comply with requirements of the Commission SEC in order to effect or maintain the qualification of this Indenture under the TIA; (f6) to conform the text of this Indenture, the Note Guarantees or the Notes to any provision contained in the "Description of Notes" contained in the Offering Memorandum to the extent that such provision in the "Description of Notes" was intended to be a verbatim recitation of a provision of this Indenture, the Note Guarantees or the Notes; (7) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereofIndenture; or (g) 8) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall will join with the Company and the Guarantors in the execution of any amended or supplemental Indenture authorized or permitted by the terms of this Indenture and to make any 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 of this Indenture, the Company, the Guarantors and the Trustee may amend or supplement this Indenture, Indenture or the Notes or the Note Guarantees or the Notes 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 or to alter the provisions of Article 2 hereof (including the related definitions) in a manner that does not materially adversely affect any HolderNotes; (c3) to provide for the assumption of the Company's or a Guarantor's obligations to the Holders of the Notes and Note Guarantees by a successor to the Company or such Guarantor pursuant to Article 5 or Article 11 hereof or to provide for the assumption of any Guarantor's obligations under its Note Guarantee in the case of a merger or consolidation of the Guarantorhereof; (d4) 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 of any Holder of the Notesuch Holder; (e5) to comply with requirements of the Commission SEC in order to effect or maintain the qualification of this Indenture under the TIA; (f6) to conform the text of this Indenture, the Notes or the Note Guarantees to any provision of the "Description of Notes" section of the Offering Memorandum, relating to the initial offering of the Notes, to the extent that such provision in that "Description of Notes" was intended to be a verbatim recitation of a provision of this Indenture, the Note Guarantees or the Notes; (7) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereof; or; (g) 8) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes; or (9) to provide for the Migration. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indentureindenture, and upon receipt by the Trustee of the documents described in Section 7.02 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 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 Indenture9.2 hereof, the Company, the Guarantors Company and the Trustee together may amend or supplement this Indenture, the Note Guarantees Indenture or the Notes 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, (iii) to provide for the assumption of the Company obligations to Holders of such Notes in the case of a merger or consolidation pursuant to alter the provisions of Article 2 hereof V, (including the related definitions) in a manner that does not materially adversely affect any Holder; (civ) to provide for the assumption of the Company's obligations to the Holders of the Notes by a successor to the Company pursuant to Article 5 or Article 11 hereof or to provide for the assumption of any Guarantor's obligations under its Note Guarantee in the case of a merger or consolidation of the Guarantor; such Notes, (dv) 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 under this Indenture of any Holder such Holder, (vi) to add covenants for the benefit of the Note; Holders or to surrender any right or power conferred upon the Company, (evii) to comply with requirements of the Commission in order to effect or maintain the qualification of this the Indenture under the TIA; , (fviii) to provide for the issuance of Additional the Exchange Notes (which will have terms identical in accordance all material respects to the Initial Notes except that the transfer restrictions contained in the Initial Notes will be modified or eliminated, as appropriate), and which will be treated together with the limitations set forth in this Indenture any outstanding Initial Notes, as a single issue of the date hereof; or Notes or (gix) to allow execute and deliver any Guarantor documents necessary or appropriate to execute a supplemental indenture and/or a Note Guarantee with respect to release Liens on any Escrow Collateral as permitted by the NotesEscrow Agreement. Upon the request of the Company Company, accompanied by a resolution of its Board of Directors Resolution authorizing the execution of any such amended or supplemental Indentureindenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof9.6, 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 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, the Company, the Guarantors and the Trustee may amend or supplement this Indenture, the Note Guarantees 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 or to alter the provisions of Article 2 hereof (including the related definitions) in a manner that does not materially adversely affect any HolderNotes; (c) to provide for the assumption of the Company's or Guarantors' obligations to the Holders of the Notes by a successor to the Company pursuant to Article 5 or Article 11 hereof or to provide for the assumption of any Guarantor's obligations under its Note Guarantee in the case of a merger or consolidation or sale of all or substantially all of the GuarantorCompany'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 materially adversely affect the legal rights hereunder of any Holder of the Note;such Holder; or (e) to comply with requirements of the Commission SEC in order to effect or maintain the qualification of this Indenture under the TIA; (f) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereof; or (g) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee 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, the Company, the Guarantors and the Trustee may amend or supplement this Indenture, the Note Guarantees 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 or to alter the provisions of Article 2 hereof (including the related definitions) in a manner that does not materially adversely affect any the Holder; (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 assets of the Company by a successor to the Company pursuant to Article 5 or Article 11 hereof or to provide for the assumption of any Guarantor's obligations under its Note Guarantee in the case of a merger or consolidation of the GuarantorGuarantor pursuant to Article 11 hereof; (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 of any Holder of the Note; (e) to comply with requirements of the Commission in order to effect or maintain the qualification of this Indenture under the TIA; (f) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereof; or (g) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indentureindenture, and upon receipt by the Trustee of the documents described in Section 7.02 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 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, the Company, the Guarantors and the Trustee may amend or supplement this Indenture, the Note Guarantees or the Notes from time to time without the consent of any Holder of a Note:Note (so long as such amendment or supplement does not, in the opinion of the Trustee, adversely affect the rights of any of the Holders in any material respect): (a) to cure any ambiguity, defect or inconsistency; (b) to provide for uncertificated Notes in addition to or in place of certificated Notes or to alter the provisions of Article 2 hereof (including the related definitions) in a manner that does not materially adversely affect any HolderCertificated Notes; (c) to provide for the assumption of the Company's obligations to the Holders of the Notes by a successor to the Company pursuant to Article 5 or Article 11 hereof or to provide for the assumption of any Guarantor's obligations under its Note Guarantee in the case of a merger merger, sale or consolidation of the Guarantorpursuant to Article 5 hereof; (d) to provide for additional Guarantors as set forth in Section 4.15 and successor Guarantors as set forth in Section 11.03; (e) to make any change that would provide any additional rights or benefits to the Holders (including the addition of the Notes any Guarantors) or that does not materially adversely affect the legal rights hereunder of any Holder of the NoteHolder; (ef) to comply with requirements of the Commission SEC in order to effect or maintain the qualification of this Indenture under the TIA; (f) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereof; or (g) to allow any Guarantor to execute evidence, and provide for acceptance of, the appointment of a supplemental indenture and/or a Note Guarantee with respect to the Notessuccessor Trustee hereunder. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indentureindenture, and upon receipt by the Trustee of the documents described in Section 7.02 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 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 indenture that affects its own rights, duties or immunities under this Indenture or otherwise. In order for the Trustee to formulate its opinion on the above matters, the Trustee will be entitled to rely on such evidence as it deems appropriate, including, without limitation, solely on an Opinion of Counsel.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture, the Company, the Guarantors and the Trustee may amend or supplement this Indenture, Indenture or the Notes or the Note Guarantees or the Notes 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 or to alter the provisions of Article 2 hereof (including the related definitions) in a manner that does not materially adversely affect any HolderNotes; (c3) to provide for the assumption of the Company's or a Guarantor's obligations to the Holders of the Notes and Note Guarantees by a successor to the Company or such Guarantor pursuant to Article 5 or Article 11 hereof or to provide for the assumption of any Guarantor's obligations under its Note Guarantee in the case of a merger or consolidation of the Guarantor10 hereof; (d4) 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 of any Holder of the NoteHolder; (e5) to comply with requirements of the Commission SEC in order to effect or maintain the qualification of this Indenture under the TIA; (f6) to conform the text of this Indenture or the Notes to any provision of the "Description of Notes" section of the Offering Memorandum, to the extent that such provision in that "Description of Notes" was intended to be a verbatim recitation of a provision of this Indenture, the Note Guarantees or the Notes; (7) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereof; or (g) 8) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the NotesNotes and to release Guarantors from the Note Guarantee in accordance with the terms of this Indenture. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indentureindenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall will 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 will 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, the Company, the Guarantors Subsidiary Guarantors, the Trustee, and each Agent, as the Trustee case may be, may amend or supplement this Indenture, the Notes and the Note Guarantees or the Notes Guarantees, without the consent of any Holder of a NoteHolder: (a1) to cure any ambiguity, defect or inconsistency; (b2) to provide for uncertificated Notes in addition to or in place of certificated Notes or to alter the provisions of Article 2 hereof (including the related definitions) in a manner that does not materially adversely affect any HolderNotes; (c3) to provide for the assumption of the Company's ’s or a Subsidiary Guarantor’s obligations to Holders and under the Holders of the Notes by a successor to the Company pursuant to Article 5 or Article 11 hereof or to provide for the assumption of any Guarantor's obligations under its Note Guarantee Guarantees in the case of a merger or consolidation or sale of all or substantially all of the Company’s or such Subsidiary Guarantor’s assets, 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 materially adversely affect the legal rights hereunder under this Indenture of any Holder of the Notesuch Holder; (e5) to comply with requirements of conform the Commission in order to effect or maintain the qualification text of this Indenture under or the TIANotes to any provision of the “Description of Notes” section of the Offering Memorandum, to the extent that such provision in that “Description of Notes” section of the Offering Memorandum was intended to be a verbatim recitation of a provision of the Notes or this Indenture; (f6) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereofof this Indenture; or (g7) to allow any Subsidiary Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the NotesNotes or to release any Subsidiary Guarantor from its Note Guarantee in accordance with the terms of this Indenture. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indentureindenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall and each Agent will 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 neither the Trustee shall not nor any Agent will be obligated to (although they may at their discretion) enter into such amended or supplemental Indenture indenture that affects its their own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Without the consent of each Holder affected, an amendment or waiver may not (with respect to any Notes held by a non-consenting Holder): (i) reduce the principal amount of the Notes whose Holders must consent to an amendment, supplement or waiver, (ii) reduce the principal of or change the fixed maturity of any Note or alter the provisions with respect to the redemption of the Notes (except as provided above in Sections 4.10 and 4.13 hereof), (iii) reduce the rate of or change the time for payment of interest on any Note, (iv) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in principal amount of such Notes and a waiver of the payment default that resulted from such acceleration), (v) make any Note payable in money other than that stated in the Notes, (vi) make any change in the provisions of the Indenture relating to waivers of past Defaults or the rights of Holders of the Notes to receive payments of principal of or premium, if any, or interest on the Notes or (vii) make any change in the foregoing amendment and waiver provisions. In addition, any amendment to the provisions contained in Sections 4.10 and 4.13 hereof or the provisions of Article 10 hereof will require the consent of the Holders of at least 66 2/3% in principal amount of the Notes then outstanding if such amendment would adversely affect the rights of Holders of such Notes. However, no amendment may be made to the subordination provisions of the Indenture that adversely affects the rights of any holder of Senior Debt then outstanding unless the holders of such Senior Debt (or any group or representative thereof authorized to give a consent) consents to such change. Notwithstanding Section 9.02 the foregoing, without the consent of this Indenture, any Holder of the Company, Notes the Guarantors Company and the Trustee may amend or supplement this Indenture, the Note Guarantees Indenture 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 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) Notes, to provide for the assumption of the Company's obligations to the Holders of the Notes by a successor to the Company pursuant to Article 5 or Article 11 hereof or to provide for the assumption of any Guarantor's obligations under its Note Guarantee in the case of a merger or consolidation of the Guarantor; (d) consolidation, 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 under this Indenture of any Holder of such Holder, to secure the Note; (e) Notes or to comply with requirements of the Commission in order to effect or maintain the qualification of this the Indenture under the TIA; (f) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Trust Indenture as of the date hereof; or (g) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee 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 otherwiseAct.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture, the Company, the Guarantors applicable Guarantor(s), the Trustee and the Trustee may Collateral Agent may, as applicable amend or supplement this Indenture, the Notes, the Note Guarantees or (subject to any required consents of others) the Notes 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 or to alter the provisions of Article 2 hereof (including the related definitions) in a manner that does not materially adversely affect any HolderNotes; (c) to provide for the assumption of the Company's ’s obligations to the Holders of the Notes by a successor to the Company pursuant to Article 5 or Article 11 hereof or to provide for the assumption of any Guarantor's obligations under its Note Guarantee in the case of a merger or consolidation or sale of all or substantially all of the GuarantorCompany’s assets pursuant to Article 5 hereof; (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 of any Holder of the Note; (e) to comply with requirements of the Commission SEC in order to effect or maintain the qualification of this Indenture under the TIA; (f) to evidence and provide for the issuance acceptance of Additional Notes in accordance with appointment under the limitations set forth in this Indenture as of the date hereof; orSecurity Documents by a successor Collateral Agent; (g) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect add to the NotesCollateral securing the Notes Obligations; (h) to conform the text of this Indenture, the Notes or the Security Documents to any provision of the “Description of the junior priority secured notes” contained within the Offering Memorandum to the extent that the Trustee has received an Officers’ Certificate stating that such text constitutes an unintended conflict with the description of the corresponding provision in the “Description of the junior priority secured notes”; (i) to mortgage, pledge, hypothecate or grant any other Lien in favor of the Collateral Agent, for the benefit of the Secured Parties (as defined in the Security Agreement), as additional security for the payment and performance of the Notes Obligations, on any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or on which a Lien is required to be granted to or for the benefit of the Trustee or the Collateral Agent pursuant to this Indenture, any of the Security Documents or otherwise; (j) to provide for the release of Collateral from the Lien of this Indenture and the Security Documents when permitted or required by the Security Documents or this Indenture; or (k) to secure any Permitted Additional Pari Passu Obligations under the Security Documents and to appropriately include any Permitted Additional Pari Passu Obligations or Senior Priority Obligations in the Junior Priority Intercreditor Agreement. Upon the 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 or Security Document, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee or Collateral Agent, as applicable, shall join with the Company and each of the Guarantors in the execution of any amended amendment or supplemental supplement to this Indenture or the Security Documents authorized or permitted by the terms of this Indenture Section 9.01 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 or immunities under this Indenture Indenture, any Security Document or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture, the Company, the Guarantors Company and the Trustee may amend or supplement this Indenture, the Note Guarantees Indenture 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 or to alter the provisions of Article 2 hereof (including the related definitions) in a manner that does not materially adversely affect any HolderNotes; (c) to provide for the assumption of the Company's obligations to the Holders of the Notes by a successor to the Company pursuant to Article 5 or Article 11 hereof or to provide for the assumption of any Guarantor's obligations under its Note Guarantee in the case of a merger or consolidation or sale of all or substantially all of the Guarantorassets of the Company pursuant to Article 5; (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 under this Indenture of any Holder of the Notesuch Holder; (e) to comply with requirements of the Commission in order to effect or maintain the qualification of this Indenture under the TIATIA or otherwise as necessary to comply with applicable law; (f) to provide for make provision with respect to the issuance conversion rights of Additional Holders of Notes in accordance pursuant to Section 10.11 or to make provision with respect to the limitations set forth in this Indenture as repurchase rights of the date hereof; orHolders of Notes pursuant to Section 11.04; (g) to allow make any Guarantor changes or modifications to execute this Indenture necessary in connection with the registration of any Registrable Securities under the Securities Act as contemplated by Section 4.12, provided such action pursuant to this clause (g) shall not adversely affect the interests of the Holders of Notes; or (h) to evidence and provide for the acceptance of appointment hereunder by a supplemental indenture and/or a Note Guarantee with respect to the Notessuccessor Trusxxx. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof7.02, 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, the Company, the Guarantors Guarantors, and the Trustee may amend or supplement this Indenture, the Note Guarantees Indenture or the Notes 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 or to alter the provisions of Article 2 hereof (including the related definitions) in a manner that does not materially adversely affect any HolderNotes; (ciii) to provide for the assumption of the Company's obligations to the Holders of the Notes by a successor to the Company pursuant to Article 5 or Article 11 hereof or to provide for the assumption of any Guarantor's obligations under its Note Guarantee to Holders of Notes in the case of a merger or consolidation or 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 the Notes or that does not materially adversely affect the legal rights hereunder under this Indenture of any Holder of the Notesuch Holder; (ev) to comply with requirements of the Commission in order to effect or maintain the qualification of this Indenture under the TIATrust Indenture Act; (f) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereof; or (gvi) to allow any Guarantor to execute a supplemental indenture and/or Indenture and a Note Guarantee with respect to the Notes. ; (vii) to evidence and provide for the acceptance of appointment of a successor Trustee; (viii) to add any Lien to secure the Notes; or (ix) to evidence the release of a Subsidiary Guarantor pursuant to and in accordance with the terms of this Indenture. (b) Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indenture, and upon receipt by the Trustee of the any documents described in requested under Section 7.02 7.02(b) 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, the Company, the Guarantors Company and the Trustee may amend or supplement this Indenture, the Note Guarantees Indenture 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 notes in addition to or in place of certificated Notes or to alter the provisions of Article 2 hereof (including the related definitions) in a manner that does not materially adversely affect any HolderNotes; (c) to provide for the assumption of the Company's ’s obligations to the Holders of the Notes by a successor to the Company pursuant to Article 5 or Article 11 hereof or to provide for the assumption of any Guarantor's obligations under its Note Guarantee in the case of a merger or consolidation or sale of all or substantially all of the GuarantorCompany’s assets pursuant to Article V; (d) to comply with the requirements of the Commission in order to effect or maintain the qualification of this Indenture under the TIA; (e) to secure the Notes pursuant to the requirements of Section 4.6 or otherwise; (f) to evidence and provide for the acceptance of appointment by a successor Trustee; (g) to conform the text of this Indenture or the Notes to any provision of the “Description of the Notes” section of the Final Memorandum to the extent that such provision in such “Description of the Notes” section was intended to be a verbatim recitation of a provision of this Indenture or the Notes; or (h) 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 of any Holder of the Note; (e) to comply with requirements of the Commission in order to effect or maintain the qualification of this Indenture under the TIA; (f) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereof; or (g) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notesmaterial respect. Upon the request of the Company Company, accompanied by a resolution of its the Board of Directors (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 7.02 7.2 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, the Company, the Guarantors Company and the Trustee may amend or supplement this Indenture, the Note Guarantees Indenture or the Notes 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 or to alter the provisions of Article 2 hereof (including the related definitions) in a manner that does not materially adversely affect any HolderNotes; (c3) to provide for the assumption of the Company's obligations to the Holders of the Notes by under this Indenture or any Guarantor's obligations under its Subsidiary Guarantee in the case of a successor to merger, consolidation or sale of assets involving the Company or such Guarantor, as applicable, pursuant to Article 5 or Article 11 hereof or to provide for the assumption of any Guarantor's obligations under its Note Guarantee in the case of a merger or consolidation of the Guarantorhereof; (d4) to release a Guarantor in accordance with Section 11.05; (5) to make any change that would provide any additional rights or benefits to the Holders of the Notes (including providing for Subsidiary Guarantees and any supplemental indenture required pursuant to Section 4.17) or that does not materially adversely affect the legal rights hereunder of any Holder of the Note; (e6) to comply with requirements of the Commission SEC in order to effect or maintain the qualification of this Indenture under the TIA;; or (f7) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereof; or (g) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall will join with the Company and the Guarantors in the execution of any amended or supplemental Indenture authorized or permitted by the terms of this Indenture and to make any 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 of this Indenture, the Company, the Guarantors and the Trustee may amend or supplement this Indenture, the Note Guarantees Subsidiary Guarantees, the Notes or the Notes 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 or to alter the provisions of Article 2 hereof (including the related definitions) in a manner that does not materially adversely affect any HolderNotes; (c3) to provide for the assumption of the Company's ’s obligations to the Holders of the Notes by a successor to the Company pursuant to Article 5 or Article 11 hereof or to provide for the assumption of any Guarantor's obligations under its Note Guarantee in the case of a merger or consolidation or sale of all or substantially all of the GuarantorCompany’s assets; (d4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does would not materially adversely affect the legal rights hereunder under this Indenture of any Holder of the Notesuch Holder; (e5) to comply with requirements of the Commission in order to effect or maintain the qualification of this Indenture under the TIA; (f) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereof; or (g6) to allow any Guarantor to execute a supplemental indenture and/or a Note Subsidiary Guarantee with respect to the Notes; or (7) if necessary, in connection with any addition or release of Collateral permitted under the terms of the indenture or Security Documents. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall will join with the Company and the Guarantors in the execution of any amended or supplemental Indenture authorized or permitted by the terms of this Indenture and to make any 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.. The Company shall be entitled to releases of the Collateral or the Guarantees as described in Sections 10.03, 11.05 and 11.06 hereof. If the Company wishes under other circumstances to obtain an amendment or waiver or seek a consent under any Security Document or Guarantee, the Company may mail written notice of its request to the Trustee and the Holders, specifying the amendment, waiver or consent, the reason it is being sought and any other information requested for the Holders to reasonably consider such matter. If the Company does not receive written objections from Holders of at least 25% in aggregate principal amount of the Notes within 20 Business Days after such mailing, such amendment, waiver or consent shall be deemed

Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture, the Company, the Guarantors and the Trustee may amend or supplement this Indenture, the Note Guarantees or the Notes 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 or to alter the provisions of Article 2 hereof (including the related definitions) in a manner that does not materially adversely affect any HolderNotes; (c3) to provide for the assumption of the Company's or a Guarantor's obligations to the Holders of the Notes by a successor to the Company or a Guarantor pursuant to Article 5 or Article 11 hereof or to provide for the assumption of any Guarantor's obligations under its Note Guarantee in the case of a merger or consolidation of the Guarantor10 hereof; (d4) 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 of any Holder of the Note; (e5) to comply with requirements of the Commission SEC in order to effect or maintain the qualification of this Indenture under the TIA;; 66 (f6) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereofIndenture; or (g7) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall will join with the Company and the Guarantors in the execution of any amended or supplemental Indenture authorized or permitted by the terms of this Indenture and to make any 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 of this Indenturehereof, the Company, the Guarantors and the Trustee may amend or supplement this Indenture, the Note Guarantees 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 or to alter the provisions of Article 2 Two 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 by a successor to the Company pursuant to Article 5 Five or Article 11 hereof or to provide for the assumption of any Guarantor's obligations under its Note Guarantee in the case of a merger or consolidation of the GuarantorEleven hereof; (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 under this Indenture of any Holder of the NoteNotes; (e) to comply with requirements of the Commission SEC in order to effect or maintain the qualification of this Indenture under the TIA; (f) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereof; or (g) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee 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 Supplemental Indenture, without the consent of any Holder of Notes, the Company, the Guarantors and the Trustee may amend or supplement this Supplemental Indenture, the Note Guarantees Notes or the Notes without the consent of any Holder of a NoteNote Guarantees: (a1) to cure any ambiguity, omission, defect or inconsistency; (b) to provide for uncertificated Notes in addition to or in place of certificated Notes or to alter the provisions of Article 2 hereof (including the related definitions) in a manner that does not materially adversely affect any Holder; (c2) to provide for the assumption of the Company's ’s or a Guarantor’s obligations to the Holders of the Notes and Note Guarantees by a successor to the Company or such Guarantor pursuant to Article 5 or Article 11 hereof or to provide for the assumption of any Guarantor's obligations under its Note Guarantee in the case of a merger or consolidation of the Guarantor10 hereof; (d3) 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 of any Holder of the NoteHolder; (e4) to comply with requirements of the Commission SEC in order to effect or maintain the qualification of this Supplemental Indenture under the TIA; (f5) to conform the text of this Supplemental Indenture, the Notes, or Note Guarantees to any provision of the “Description of the Notes” or “Description of Debt Securities” sections of the Company’s Prospectus to the extent that such provisions in such sections were intended to be a verbatim recitation of a provision of this Supplemental Indenture, the Notes, or the Note Guarantees, which intent may be evidenced by an Officer’s Certificate to that effect; (6) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Supplemental Indenture as of the date hereof; or; (g7) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes; or (8) to make any other change that does not adversely affect the rights of any Holder of the Notes. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indentureindenture, and upon receipt by the Trustee of the documents described in Section 7.02 7.02(b) hereof, the Trustee shall will 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 Supplemental 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 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 of hereof, the Issuer, any Guarantor (with respect to a Note Guarantee or this Indenture, the Company, the Guarantors ) and the Trustee may amend or supplement this Indenture, the Indenture and any Note Guarantees Guarantee or the Notes or other agreements or instruments entered into by the Issuer in connection with this Indenture without the consent of any Holder of a NoteHolder: (a1) to cure any ambiguity, defect or inconsistency; (b2) to provide for uncertificated Notes in addition to or in place of certificated Notes or to alter the provisions of Article 2 hereof (including the related definitions) in a manner that does not materially adversely affect any HolderNotes; (c3) to provide for the assumption of the Company's Issuer’s or a Guarantor’s obligations to the Holders of the Notes by a successor to the Company pursuant to Article 5 or Article 11 hereof or to provide for the assumption of any Guarantor's obligations under its and Note Guarantee Guarantees in the case of a merger or consolidation or sale of all or substantially all of the Issuer’s or such Guarantor’s assets, 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 materially adversely affect the legal rights hereunder under this Indenture of any Holder of the Notesuch Holder; (e5) to release a Guarantor upon its sale or designation as an Unrestricted Subsidiary or other permitted release from its Note Guarantee; (6) to comply with the requirements of the Commission SEC in order to effect or maintain the qualification of this Indenture under the TIATrust Indenture Act of 1939, as amended; (f7) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereof; orIndenture; (g) 8) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes. Upon the request of the Company Issuer accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indentureindenture, and upon receipt by the Trustee of the documents described in Section 7.02 9.06 hereof, the Trustee shall join with the Company Issuer 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 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, the CompanyIssuers, the Guarantors Parent Guarantor and the Trustee may amend or supplement this Indenture, the Note Guarantees Notes, the Pledge Agreement or the Notes Note Guarantee 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 or to alter the provisions of Article 2 hereof (including the related definitions) in a manner that does not materially adversely affect any HolderNotes; (c3) to provide for or confirm the issuance of Additional Notes; (4) to provide for the assumption of the Company's Issuers’ or the Parent Guarantor’s obligations to the Holders of the Notes by a successor to the Company pursuant to Article 5 or Article 11 hereof or to provide for the assumption of any Guarantor's obligations under its Note Guarantee in the case of a merger or consolidation or sale of all or substantially all of the Guarantorassets of the Issuers pursuant to Article 5; (d5) to release any Subsidiary Guarantee in accordance with the provisions of this Indenture; (6) 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 under this Indenture of any Holder of the NoteHolder; (e7) to comply with requirements of the Commission SEC in order to effect or maintain the qualification of this Indenture under the TIA;TIA or otherwise as necessary to comply with applicable law; or (f) 8) to provide for the issuance or incurrence of Additional Notes Pari Passu Secured Indebtedness in accordance compliance with the limitations provisions set forth in this Indenture and the Pledge Agreement as of in effect on the date hereof; or (g) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the NotesIssue Date. Upon the request of the Company Issuers and the Parent Guarantor accompanied by a resolution of its their respective boards of directors or the Board of Directors of CCI authorizing the execution of any such amended or supplemental Indenture, Notes, Pledge Agreement or Note Guarantee (or an amendment or supplement of any of the foregoing), and upon receipt by the Trustee of the documents described in Section 7.02 hereof7.02, the Trustee shall join with the Company Issuers and the Guarantors Parent Guarantor in the execution of any amended or supplemental Indenture Indenture, Notes, Pledge Agreement or Note Guarantee 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, Notes, Pledge Agreement or Note Guarantee that affects its own rights, duties or immunities under this Indenture Indenture, Notes, Pledge Agreement or Note Guarantee or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture8.02, the CompanyIssuers, the Guarantors and the Trustee may amend or supplement this Indenture, the Note Guarantees Indenture or the Notes 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 or to alter the provisions of Article 2 hereof (including the related definitions) in a manner that does not materially adversely affect any HolderNotes; (c3) to provide for the assumption of the Company's an Issuer’s obligations to the Holders of the Notes by a successor to the Company pursuant to Article 5 or Article 11 hereof or to provide for the assumption of any Guarantor's obligations under its Note Guarantee in the case of a merger or consolidation of the GuarantorFive; (d4) 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 of any Holder of as evidenced by an Officers’ Certificate delivered to the NoteTrustee; (e5) to secure the Notes or the Subsidiary Guarantees pursuant to the requirements of Section 4.12 or otherwise; (6) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture; (7) to add any additional Guarantor with respect to the Notes or to evidence the release of any Guarantor from its Subsidiary Guarantee in accordance with Article Nine; (8) to comply with requirements of the Commission in order to effect or maintain the qualification of this Indenture with respect to the Notes under the TIATrust Indenture Act; (f9) to evidence or provide for the acceptance of appointment under this Indenture of a successor Trustee with respect to the Notes; (10) to provide for the issuance reorganization of Additional Notes the Company as any other form of entity in accordance with the limitations set forth in this Indenture as of the date hereofSection 5.01(c); or (g11) to allow conform the text of this Indenture or the Notes to any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to provision of the NotesSection entitled “Description of notes” in the Offering Memorandum. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental IndentureCompany, and upon receipt by the Trustee of the documents described in Section 7.02 hereof8.06, the Trustee shall join with the Company Issuers 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 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, the Company, the Guarantors and the Trustee may amend or supplement this Indenture, the Note Subsidiary Guarantees or the Notes without the consent of any Holder of a Note: (a1) to cure any ambiguity, defect or inconsistencyinconsistency or make a modification of a formal, minor or technical nature; (b2) to provide for uncertificated Notes in addition to or in place of certificated Notes or to alter the provisions of Article 2 hereof (including the related definitions) in a manner that does not materially adversely affect any HolderNotes; (c3) to provide for the assumption of the Company's ’s or a Guarantor’s obligations to the Holders of the Notes and Subsidiary Guarantees by a successor to the Company or such Guarantor pursuant to Article 5 or Article 11 hereof or to provide for the assumption of any Guarantor's obligations under its Note Guarantee in the case of a merger or consolidation of the GuarantorSection 10.04 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 materially adversely affect the legal rights hereunder of any Holder of the Note; (e5) to comply with requirements of the Commission SEC in order to effect or maintain the qualification of this Indenture under the TIA; (f6) to conform the text of this Indenture, the Subsidiary Guarantees or the Notes to any provision of the section entitled “Description of Notes” in the Company’s Confidential Offering Circular dated December 7, 2006 with respect to the Notes, to the extent that such provision in the section entitled “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Subsidiary Guarantees or the Notes as evidenced by an Officers’ Certificate delivered to the Trustee; (7) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereof; or (g) 8) to allow any Guarantor to execute a supplemental indenture and/or a Note Subsidiary Guarantee with respect to the Notes. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indentureindenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall will 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 will 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, the CompanyIssuers, the Guarantors and the Trustee may amend or supplement this Indenture, the Note Guarantees Indenture 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 Notes in registered, certificated Notes or to alter the provisions of Article 2 hereof (including the related definitions) in a manner that does not materially adversely affect any Holderform; (c) to provide for the assumption of the Company's an Issuer’s obligations to the Holders of the Notes by a successor to the Company pursuant to Article 5 or Article 11 hereof or to provide for the assumption of any Guarantor's obligations under its Note Guarantee in the case of a merger or consolidation of the Guarantorhereof; (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 of any Holder of the NoteHolder; (e) to comply with secure the Notes or the Subsidiary Guarantees pursuant to the requirements of the Commission in order to effect Section 4.12 or maintain the qualification of this Indenture under the TIAotherwise; (f) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as Indenture; (g) to add any additional Guarantor with respect to the Notes or to evidence the release of any Guarantor from its Subsidiary Guarantee in accordance with Article 10 hereof; (h) to comply with requirements of the date SEC in order to effect or maintain the qualification of this Indenture under the TIA; (i) to provide for the reorganization of the Company as any other form of entity in accordance with the second paragraph of Section 5.01 hereof; or (gj) to allow any Guarantor to execute evidence or provide for the acceptance of appointment under this Indenture of a supplemental indenture and/or a Note Guarantee with respect to the Notessuccessor Trustee. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental IndentureCompany, and upon receipt by the Trustee of the documents described in Section 7.02 9.06 hereof, the Trustee shall join with the Company Issuers 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 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, the Company, the Guarantors and the Trustee may amend or supplement this Indenture, the Note Guarantees Notes, any Security Document or any Intercreditor Agreement or any other agreement or instrument entered into by it in connection with this Indenture, the Notes or the Notes Security Documents without the consent of any Holder of a Note: (a) to cure any ambiguity, defect or inconsistency;inconsistency so long as such change does not, in the opinion of the Trustee (which opinion may be formulated in reliance on such evidence as the Trustee deems appropriate, including, without limitation, solely on an opinion of counsel), 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 or to alter the provisions of Article 2 hereof (including the related definitions) in a manner that does not materially adversely affect any HolderNotes; (c) to provide for the assumption of the Company's obligations to the Holders of the Notes by a successor to the Company pursuant to Article 5 or Article 11 hereof or to provide for the assumption of any Guarantor's obligations under its Note Guarantee in the case of a merger or consolidation or sale of all or substantially all of the GuarantorCompany's assets pursuant to Article V hereof; (d) to comply with the requirements of the Commission in order to effect or maintain the qualification of this Indenture under the TIA; (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 of any Holder of the Note; (e) to comply with requirements of the Commission in order to effect or maintain the qualification of this Indenture under the TIA;Notes; or (f) to enter into a supplemental indenture to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereof; or (g) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes. Upon the request of the Company Company, accompanied by a resolution of its the Board of Directors (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 7.02 7.2 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 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 Indenture9.2 hereof, the Company, the Guarantors Trustee and the Trustee Principal Paying Agent together may amend or supplement this Indenture, the Note Guarantees Indenture or the Notes 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 Definitive Notes (provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, or to alter the provisions of Article 2 hereof (including the related definitions) in a manner such that does not materially adversely affect any Holderthe 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 the Holders of the Notes by a successor to the Company pursuant to Article 5 or Article 11 hereof or to provide for the assumption of any Guarantor's obligations under its Note Guarantee in the case of a merger or consolidation or sale of all or substantially all of the GuarantorCompany’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 materially adversely affect the legal rights hereunder under this Indenture of any Holder of the Note;such Holder; or (e5) to comply with requirements of the Commission in order to effect or maintain the qualification of this Indenture under the TIA; (f) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereof; or (g) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes. Upon the request of the Company Company, accompanied by a resolution of its Board of Directors Resolution authorizing the execution of any such amended or supplemental Indentureindenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof9.6, 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 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, without the Companyconsent of any Holder of Notes, the Guarantors Company and the Trustee may amend or supplement this Indenture, the Note Guarantees Indenture or the Notes 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 or to alter the provisions of Article 2 hereof (including the related definitions) in a manner that does not materially adversely affect any HolderNotes; (c) to provide for the assumption of the Company's obligations to the Holders of the Notes by a successor to the Company pursuant to Article 5 or Article 11 hereof or to provide for the assumption of any Guarantor's obligations under its Note Guarantee in the case of a merger or consolidation or the sale of all or substantially all of the Guarantorassets of the Company; (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 under this Indenture of any Holder of the Notesuch Holder; (e) to comply with requirements of the Commission SEC in order to effect or maintain the qualification of this Indenture under the TIA;Trust Indenture Act; or (f) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereof; or (g) to allow any Guarantor Subsidiary to execute a supplemental indenture and/or a Note Guarantee with respect to guarantee the Notes. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof7.02(b) hereof stating that such amended or supplemental Indenture complies with this Section 9.01, 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, the Company, the Guarantors Guarantors, and the Trustee may amend or supplement this Indenture, the Note Guarantees Indenture or the Notes 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 or to alter the provisions of Article 2 hereof (including the related definitions) in a manner that does not materially adversely affect any HolderNotes; (ciii) to provide for the assumption of the Company's obligations to the Holders of the Notes by a successor to the Company pursuant to Article 5 or Article 11 hereof or to provide for the assumption of any Guarantor's obligations under its Note Guarantee to Holders of Notes in the case of a merger or consolidation or 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 the Notes or that does not materially adversely affect the legal rights hereunder under this Indenture of any such Holder of the Notein any material respect; (ev) to comply with requirements of the Commission in order to effect or maintain the qualification of this Indenture under the TIA; (f) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Trust Indenture as of the date hereofAct; or (gvi) to allow reflect the release of any Guarantor to execute a supplemental indenture and/or a from its Note Guarantee with respect or add any Guarantor pursuant to and in the Notes. manner provided by this Indenture. (b) Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indenture, and upon receipt by the Trustee of the any documents described in requested under Section 7.02 7.02(b) 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 Indenture9.2 hereof, the Company, the Guarantors Trustee and the Trustee Principal Paying Agent together may amend or supplement this Indenture, the Note Guarantees Indenture or the Notes 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 Notes (PROVIDED that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, or to alter the provisions of Article 2 hereof (including the related definitions) in a manner such that does not materially adversely affect any Holderthe 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 the Holders of the Notes by a successor to the Company pursuant to Article 5 or Article 11 hereof or to provide for the assumption of any Guarantor's obligations under its Note Guarantee in the case of a merger or consolidation or sale of all or substantially all of the GuarantorCompany'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 materially adversely affect the legal rights hereunder under this Indenture of any Holder of the Note;such Holder; or (e5) to comply with requirements of the Commission in order to effect or maintain the qualification of this Indenture under the TIA; (f) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereof; or (g) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes. Upon the request of the Company Company, accompanied by a resolution of its Board of Directors Resolution authorizing the execution of any such amended or supplemental Indentureindenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof9.6, 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 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 93 Placement Memorandum setting forth reasonable details in connection with any such amendments, supplements or waivers.