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

Without Consent of Holders of Notes. Notwithstanding Section 9.02, 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 Subsidiary Guarantees: (1) to cure any ambiguity, omission, defect or inconsistency; (2) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3) to provide for the assumption of the Company’s or a Guarantor’s obligations to the Holders of the Notes in the case of a merger or consolidation or sale of all or substantially all of the Company’s or a Guarantor’s assets; (4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder of any Holder in any material respect; (5) to add any Person as a Guarantor; (6) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; (7) to remove a Guarantor which, in accordance with the terms of this Indenture, ceases to be liable in respect of its Subsidiary Guarantee or to evidence the release of any Guarantor permitted to be released under the terms of this Indenture or to allow any Guarantor to execute a supplemental Indenture and/or a Note Guarantee with respect to the Notes; (8) to evidence and provide for the acceptance of appointment under this Indenture by a successor Trustee; (9) to secure all of the Notes; (10) to add to the covenants of the Company or any Guarantor for the benefit of the Holders or to surrender any right or power conferred upon the Company or any Guarantor; (11) to conform the text of this Indenture, the Notes, the Subsidiary Guarantees 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 Notes, the Subsidiary Guarantees; (12) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture; or (13) to comply with the provisions of the Depositary or the Trustee with respect to Article II 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 indenture, and upon receipt by the Trustee of the documents described in Sections 7.02 and 9.05, the Trustee 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 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 9.029.02 hereof, without the consent of any Holder of Notes, the Company, the Guarantors Company and the Trustee may amend or supplement this Indenture, the Notes or the Subsidiary Note Guarantees: (1) to cure any ambiguity, omissionmistake, defect or inconsistency; (2) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3) to provide for the assumption of the Company’s or a any Guarantor’s obligations Obligations to the Holders of the Notes in and Note Guarantees by a successor to the case Company of a merger such Guarantor pursuant to Article 5 or consolidation or sale of all or substantially all of the Company’s or a Guarantor’s assetsArticle 10 hereof; (4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder of any Holder in any material respectrespects; (5) to add any Person as a Guarantor; (6) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; (7) to remove a Guarantor which, in accordance with the terms of this Indenture, ceases to be liable in respect of its Subsidiary Guarantee or to evidence the release of any Guarantor permitted to be released under the terms of this Indenture or to allow any Guarantor to execute a supplemental Indenture and/or a Note Guarantee with respect to the Notes; (8) to evidence and provide for the acceptance of appointment under this Indenture by a successor Trustee; (9) to secure all of the Notes; (10) to add to the covenants of the Company or any Guarantor for the benefit of the Holders or to surrender any right or power conferred upon the Company or any Guarantor; (116) to conform the text of this Indenture, the Notes, Notes or the Subsidiary Note Guarantees to any provision of the “Description of the 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 Notes, the Subsidiary Guarantees; (127) to provide for the issuance of the Exchange Notes pursuant to the Registration Rights Agreement and the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the Issue Date; (8) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes in accordance with the terms of this Indenture, to add security to or for the benefit of the Notes, or to confirm and evidence the release, termination or discharge of any Note Guarantee or Lien with respect to or securing the Notes when such release, termination or discharge is provided for under this Indenture; or (139) to comply with evidence and provide for the provisions acceptance and appointment under this Indenture of a successor trustee pursuant to the Depositary or the Trustee with respect to Article II of this Indenturerequirements therefor. 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 Sections 7.02 Section 7.02, 9.06, 12.04 and 9.0512.05 hereof, the Trustee will join with the Company and the Guarantors any Guarantor in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee 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, without the consent 9.02 of any Holder of Notesthis Indenture, the CompanyIssuers, the Guarantors and the Trustee may amend or supplement this Indenture, Indenture or the Notes or the Subsidiary GuaranteesNote Guarantees without the consent of any Holder of Note: (1) to cure any ambiguity, omission, defect or inconsistency; (2) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3) to provide for the assumption of the Companyan Issuer’s or a Guarantor’s obligations to the Holders of the Notes and Note Guarantees in the case of a merger or consolidation or sale disposition of all or substantially all of the Company’s Issuers’ or a Guarantor’s such Guarantors’ properties or assets, as applicable; (4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder of any Holder in any material respectsuch Holder; (5) to add conform the text of this Indenture, the Notes or the Note Guarantees to any Person as provision of the “Description of notes” section of the Issuers’ Offering Memorandum to the extent that such provision was intended to be a Guarantorverbatim recitation of a provision of this Indenture, the Notes or the Note Guarantees; (6) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the Issue Date; (7) to allow any Guarantor to execute a supplemental indenture or a notation of a Note Guarantee with respect to the Notes or to reflect the release of a Note Guarantee in accordance with this Indenture; (8) to secure the Notes or the Note Guarantees; (9) to comply with the rules of any applicable securities depository; (10) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; (711) to remove a Guarantor whichprovide for the reorganization of Antero Midstream Partners as any other form of entity, in accordance with the terms of this Indenture, ceases to be liable in respect of its Subsidiary Guarantee or to evidence the release of any Guarantor permitted to be released under the terms of this Indenture or to allow any Guarantor to execute a supplemental Indenture and/or a Note Guarantee with respect to the Notes; (8) to evidence and provide for the acceptance of appointment under this Indenture by a successor Trustee; (9) to secure all of the Notes; (10) to add to the covenants of the Company or any Guarantor for the benefit of the Holders or to surrender any right or power conferred upon the Company or any Guarantor; (11) to conform the text of this Indenture, the Notes, the Subsidiary Guarantees 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 Notes, the Subsidiary Guarantees;Section 5.01(a); or (12) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture; or (13) to comply with the provisions of the Depositary or the Trustee with respect to Article II of this Indentureappoint 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 indentureIssuers, and upon receipt by the Trustee of the documents described in Sections 7.02 and 9.05Section 9.05 hereof, the Trustee will 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 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 9.029.02 of this Indenture, without the consent of any Holder of NotesSecurities, the Company, the Guarantors and the Trustee may amend or supplement this Indenture, the Notes Securities or the Subsidiary Guarantees: (1) to cure any ambiguity, omissionmistake, defect or inconsistency; (2) to provide for uncertificated Notes Securities in addition to or in place of certificated NotesSecurities (provided, that the uncertificated Securities are issued in registered form for purposes of Section 163(f) of the Code); (3) to provide for the assumption of the Parent Guarantor’s or the Company’s or a Guarantor’s obligations Obligations to the Holders of the Notes Securities in the case of a merger or consolidation or sale of all or substantially all of the Parent Guarantor’s or the Company’s or a Guarantor’s assets, as the case may be; (4) to make any change that would provide any additional rights or benefits to the Holders of the Notes Securities or that does not adversely affect the legal rights hereunder under this Indenture of any Holder in any material respectsuch Holder; (5) to add any Person as a Guarantor; (6) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; (7) to remove a Guarantor which, in accordance with the terms of this Indenture, ceases to be liable in respect of its Subsidiary Guarantee or to evidence the release of any Guarantor permitted to be released under the terms of this Indenture or to allow any Guarantor to execute a supplemental Indenture and/or a Note Guarantee with respect to the Notes; (8) to evidence and provide for the acceptance of appointment under this Indenture by a successor Trustee; (9) to secure all of the Notes; (10) to add to the covenants of the Company or any Guarantor for the benefit of the Holders or to surrender any right or power conferred upon the Company or any Guarantor; (11) to conform the text of this Indenture, Indenture or the Notes, the Subsidiary Guarantees Notes to any provision of the “Description of the Notes” section of the Offering Memorandum, relating to the extent that such provision in that “Description initial offering of Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Notes, the Subsidiary Guarantees; (126) to evidence and provide for the acceptance and appointment under this Indenture of a successor trustee pursuant to the requirements hereof; (7) to provide for the issuance of Additional Notes and Additional Securities in accordance with the limitations set forth in this IndentureIndenture as of the date hereof; or (13) 8) to comply with the provisions of the Depositary or the Trustee allow any Guarantor to execute a supplemental indenture and/or a Subsidiary Guarantee with respect to Article II of this Indenturethe Securities. 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 Sections Section 7.02 and 9.05hereof, the Trustee will 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 will 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, without the consent 9.02 of any Holder of Notesthis Indenture, the Company, the Guarantors and the Trustee may amend or supplement this Indenture, the Notes or the Subsidiary GuaranteesGuarantees without the consent of any Holder of a Note: (1) to cure any ambiguity, omission, defect or inconsistency; (2) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3) to provide for the assumption of the Company’s or a Guarantor’s obligations to the Holders of the Notes in and Guarantees by a successor to the case of a merger Company or consolidation or sale of all or substantially all of the Company’s or a Guarantor’s assetssuch Guarantor pursuant to Article 5 hereof; (4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder of any Holder in provided that any material respect; (5) to add any Person as a Guarantor; (6) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; (7) to remove a Guarantor which, in accordance with the terms of this Indenture, ceases to be liable in respect of its Subsidiary Guarantee or to evidence the release of any Guarantor permitted to be released under the terms of this Indenture or to allow any Guarantor to execute a supplemental Indenture and/or a Note Guarantee with respect to the Notes; (8) to evidence and provide for the acceptance of appointment under this Indenture by a successor Trustee; (9) to secure all of the Notes; (10) to add to the covenants of the Company or any Guarantor for the benefit of the Holders or to surrender any right or power conferred upon the Company or any Guarantor; (11) change to conform the text of this Indenture, the Notes, Notes or the Subsidiary Guarantees to any provision of the “Description of Notes” section of the Offering Memorandum, Memorandum will not be deemed to adversely affect the extent that such provision in that “Description legal rights under this Indenture of Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Notes, the Subsidiary Guaranteesany Holder; (125) to secure the Notes or the Guarantees pursuant to the requirements of Section 4.12. (6) 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 Guarantee in accordance with the terms of this Indenture; (8) to comply with requirements of the SEC to effect or maintain qualifications of this Indenture under the TIA; or (139) to comply with the provisions evidence or provide for acceptance of the Depositary or the Trustee with respect to Article II appointment of this Indenturea 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 Sections 7.02 and 9.05Section 9.06 hereof, the Trustee 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 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, 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 Subsidiary GuaranteesNote Guarantees without the consent of any Holder of a Note to: (1a) to cure any ambiguity, omissiondefect, defect mistake, omission or inconsistencyinconsistency as evidenced in an Officers’ Certificate; (2b) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3) to provide for the assumption of the Company’s or a Guarantor’s obligations to the Holders of the Notes in or Note Guarantees, as applicable, by a Successor to the case of a merger or consolidation or sale of all or substantially all of the Company’s Company or a Guarantor’s assetssuccessor to such Guarantor pursuant to Article 5; (4c) provide for uncertificated Notes in addition to or in place of certificated Notes; (d) add any Note Guarantees with respect to the Notes and to release Note Guarantees when required or permitted by the terms of this Indenture; (e) secure the Notes; (f) add to the covenants of the Company or any Guarantor for the benefit of the Holders of all Notes or the Note Guarantees or to surrender any right or power conferred upon the Company or any Guarantor; (g) make any change that would provide any additional rights or benefits to the Holders of all of the Notes or the Note Guarantees or, in the good faith opinion of the Company, that does not adversely affect the legal rights hereunder of any Holder in of the Notes or any material respect; (5) to add any Person as a Guarantor; (6h) comply with the requirements of applicable Gaming Laws or to provide for requirements imposed by applicable Gaming Authorities; (i) comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; (7j) to remove a Guarantor which, in accordance with the terms of this Indenture, ceases to be liable in respect of its Subsidiary Guarantee or to evidence the release of any Guarantor permitted to be released under the terms of this Indenture or to allow any Guarantor to execute a supplemental Indenture and/or a Note Guarantee with respect to the Notes; (8) to evidence and provide for the acceptance of appointment under this Indenture by a successor Trustee; (9) to secure all of the Notes; (10) to add to the covenants of the Company or any Guarantor for the benefit of the Holders or to surrender any right or power conferred upon the Company or any Guarantor; (11) to conform the text of this Indenture, the Notes, Notes or the Subsidiary Note Guarantees to any provision of the “Description of Notes” section contained in any offering memorandum relating to the initial offering of all of the Offering MemorandumNotes, to the extent that such provision in that “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture, Indenture or such Notes (as evidenced by an Officers’ Certificate of the Notes, the Subsidiary GuaranteesCompany and Opinion of Counsel); (12k) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture; orIndenture as of the date hereof; (13l) to comply with evidence and provide for the provisions acceptance of the Depositary or the appointment hereunder by a successor Trustee with respect to Article II the Notes and to add to or change any of the provisions of this IndentureIndenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 7.08; (m) change the Registrar or Paying Agent; and (n) remove redemption provisions included in any Notes that are no longer in effect. 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 Sections 7.02 9.06 and 9.0512.04, the Trustee will 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 will shall not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties duties, liabilities or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 9.02, without the consent of any Holder of Notes9.02 hereof, the Company, the Subsidiary Guarantors and the Trustee may amend or supplement this Indenture, the Notes Subsidiary Guarantees or the Subsidiary GuaranteesNotes without the consent of any Holder: (1) to cure any ambiguity, omission, defect or inconsistency; (2) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3) to provide for the assumption of the Company’s or a Subsidiary Guarantor’s obligations to the Holders of the Notes in the case of a merger or consolidation or sale of all or substantially all of the Company’s or a such Subsidiary Guarantor’s assetsassets pursuant to Article 5 of this Indenture (if applicable); (4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder under this Indenture of any Holder in any material respectsuch Holder; (5) to add any Person as a Guarantor; (6) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; (7) to remove a Guarantor which, in accordance with the terms of this Indenture, ceases to be liable in respect of its Subsidiary Guarantee or to evidence the release of any Guarantor permitted to be released under the terms of this Indenture or to allow any Guarantor to execute a supplemental Indenture and/or a Note Guarantee with respect to the Notes; (8) to evidence and provide for the acceptance of appointment under this Indenture by a successor Trustee; (9) to secure all of the Notes; (10) to add to the covenants of the Company or any Guarantor for the benefit of the Holders or to surrender any right or power conferred upon the Company or any Guarantor; (116) to conform the text of this Indenture, the Notes, the Subsidiary 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 that the “Description of the Notes” was intended to be a verbatim or substantially verbatim recitation of a provision of this Indenture, the Notes, Notes or the Subsidiary Guarantees, as evidenced by an Officer’s Certificate; (127) 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; or (139) to comply with the provisions of the Depositary or the Trustee allow any Subsidiary Guarantor to execute a supplemental indenture and/or a Subsidiary Guarantee with respect to Article II of this Indenturethe Notes. Upon the request of the Company 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 Sections 7.02 Section 12.02 and 9.05, Section 9.05 hereof the Trustee will 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 will 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, without the consent 9.02 of any Holder of Notesthis Indenture, the Company, the Guarantors Guarantor (with respect to a Guarantee of this Indenture) and the Trustee may amend or supplement this Indenture, Indenture or the Notes of one or more Series without the Subsidiary Guaranteesconsent of any Holder of Note: (1a) to cure any ambiguityambiguity or to correct or supplement any provision contained herein or in any supplemental indenture that may be defective or inconsistent with any other provision contained herein or in any supplemental indenture; provided, omissionhowever, defect that any amendment made solely to conform the provisions of this Indenture to the description of the Notes contained in the prospectus or inconsistencyother offering document pursuant to which the Notes of one or more Series were sold will not be deemed to adversely affect the interests of the Holders of such Notes, as evidenced by an Officer’s Certificate of the Company stating that such text constitutes an unintended conflict with the description of the corresponding provision in the offering document; (2b) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3c) to provide for the assumption of the Company’s or a Guarantor’s any Guarantors’ obligations to the Holders of the Notes in by a successor to the case of a merger Company or consolidation or sale of all or substantially all of the Company’s or a Guarantor’s assetsany Guarantors, as applicable, pursuant to Article 5 hereof; (4d) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder of any Holder in any material respectHolder; (5) to add any Person as a Guarantor; (6e) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; (7f) to remove a Guarantor which, in accordance with provide for the issuance of and establish the form and terms and conditions of Notes of any Series as permitted by this Indenture, ceases ; (g) to be liable in respect of its Subsidiary Guarantee or to evidence the release of any Guarantor permitted to be released under the terms of this Indenture or to allow any Guarantor to execute a supplemental Indenture and/or a Note Guarantee add guarantees with respect to the NotesNotes of any Series or to provide security for the Notes of any Series; (8) h) to evidence and provide for the acceptance of appointment under this Indenture hereunder by a successor Trustee; (9) Trustee with respect to secure all the Notes of the Notes; (10) one or more Series and to add to the covenants or change any of the Company or any Guarantor for the benefit of the Holders or to surrender any right or power conferred upon the Company or any Guarantor; (11) to conform the text provisions of this Indenture, the Notes, the Subsidiary Guarantees 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 Indenture as shall be a verbatim recitation of a provision of this Indenture, the Notes, the Subsidiary Guarantees; (12) necessary to provide for or facilitate the issuance administration of Additional Notes in accordance with the limitations set forth in this Indenturetrusts hereunder by more than one Trustee; or (13i) to comply with make any other change that does not materially adversely affect the provisions rights of any Holder of the Depositary or Notes, as determined conclusively by the Trustee with respect to Article II of this IndentureCompany in good faith. 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 Sections Section 7.02 and 9.05hereof, the Trustee 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 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, without the consent 9.02 of any Holder of Notesthis Indenture, the CompanyIssuers, the Subsidiary Guarantors and the Trustee may amend or supplement this Indenture, the Notes Notes, the Subsidiary Guarantees or the Subsidiary GuaranteesCollateral Documents without the consent of any Holder of a Note: (1a) to cure any ambiguity, omission, defect or inconsistency; (2b) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3c) to provide for the assumption of the Company’s Issuers’ or a Guarantor’s Subsidiary Guarantors’ obligations to the Holders of the Notes in the case of a merger or consolidation or sale of all or substantially all of the Companyan Issuer’s or a Subsidiary Guarantor’s assets; (4d) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder of any Holder in any material respectof a Note; (5e) to add any Person as a Guarantor;enter into additional or supplemental Subsidiary Guarantees pursuant to Section 10.02 hereof, or to enter into additional or supplemental Collateral Documents pursuant to Section 11.11 hereof; and (6f) to comply with requirements of the SEC Commission in order to effect or maintain the qualification of this Indenture under the TIA;, to comply with the procedures of the Trustee, DTC, any other Depositary or any other applicable entity with respect to the provisions of this Indenture and the Notes relating to the transfer of the Notes; or (7g) to remove a Guarantor which, in accordance the extent necessary to comply with the terms of this Indenturethe applicable regulations, ceases rules, decrees, orders or decisions applicable to be liable Gaming Businesses or issued by Gaming Authorities Laws or other applicable laws; provided, however, that in respect the case of its Subsidiary Guarantee a change pursuant to clause (a) or (e) above, the Issuers shall deliver to evidence the release Trustee an Opinion of Counsel stating that the change does not adversely affect the right of any Guarantor permitted to be released under the terms of this Indenture or to allow any Guarantor to execute a supplemental Indenture and/or a Note Guarantee with respect to the Notes; (8) to evidence and provide for the acceptance of appointment under this Indenture by a successor Trustee; (9) to secure all Holder of the Notes; (10) to add to the covenants of the Company or any Guarantor for the benefit of the Holders or to surrender any right or power conferred upon the Company or any Guarantor; (11) to conform the text of this Indenture, the Notes, the Subsidiary Guarantees 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 Notes, the Subsidiary Guarantees; (12) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture; or (13) to comply with the provisions of the Depositary or the Trustee with respect to Article II of this Indenture. Upon the request of the Company Issuers accompanied by a resolution of its Board of Directors the Partnership’s Management Committee authorizing the execution of any such amended or supplemental indentureIndenture, and upon receipt by the Trustee of the documents described in Sections Section 7.02 and 9.05hereof, the Trustee will shall join with the Company Issuers 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 will 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 9.029.02 of this Indenture, without the consent of any Holder of Notes, the CompanyIssuers, the Subsidiary Guarantors and the Trustee may amend or supplement this Indenture, the Notes or the Subsidiary Note Guarantees: (1) to cure any ambiguity, omissiondefect, defect omission or inconsistency;inconsistency in this Indenture or the Notes; (2) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3) to provide for the assumption of the Company’s Issuers’ or a Subsidiary Guarantor’s obligations to the Holders of the Notes and the Note Guarantees in the case of a merger or consolidation or sale of all or substantially all of the Company’s Issuers’ or a such Subsidiary Guarantor’s assets;assets to comply with Article 5 or Section 10.04; (3) to comply with any requirements of the SEC in connection with the qualification of this Indenture under the TIA; (4) to evidence and provide for the acceptance of an appointment by a successor Trustee; (5) 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; (6) to provide for any Guarantee of the Notes, to secure the Notes 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 this Indenture; (7) to add to the covenants of the Issuers or any Subsidiary Guarantor for the benefit of the Holders of the Notes or to surrender any right or power conferred upon the Issuers or any Subsidiary Guarantor; (8) to provide for the issuance of Additional Notes and related Guarantees in accordance with the terms of this Indenture; (9) to conform the text of this Indenture, the Notes or the Note Guarantees to any provision of the “Description of the Notes” section of the Offering Memorandum; (10) to comply with applicable Gaming Laws, to the extent that such amendment or supplement is not materially adverse to the Holders of the Notes; (11) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder of any Holder in any material respect; (5) to add any Person as a Guarantor; (6) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; (7) to remove a Guarantor which, in accordance with the terms of this Indenture, ceases to be liable in respect of its Subsidiary Guarantee or to evidence the release of any Guarantor permitted to be released under the terms of this Indenture or to allow any Guarantor to execute a supplemental Indenture and/or a Note Guarantee with respect to the Notes; (8) to evidence and provide for the acceptance of appointment under this Indenture by a successor Trustee; (9) to secure all of the Notes; (10) to add to the covenants of the Company or any Guarantor for the benefit of the Holders or to surrender any right or power conferred upon the Company or any Guarantor; (11) to conform the text of this Indenture, the Notes, the Subsidiary Guarantees 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 Notes, the Subsidiary Guarantees;Holder; (12) to provide for make any amendment to the issuance provisions of Additional 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 accordance with violation of the limitations set forth in this Indenture; orSecurities Act, or any other applicable securities law and (b) such amendment does not materially and adversely affect the rights of Holders to transfer Notes (13) to supplement any of the provisions of this Indenture to the extent necessary to permit or facilitate defeasance and discharge of the Notes; provided, that the action shall not adversely affect the interests of the Holders of Notes; (14) provide for a reduction in the minimum denominations of the Notes; or (15) comply with the provisions rules of the Depositary or the Trustee with respect to Article II of this Indentureany applicable securities depositary. Upon the request of the Company Issuers 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 Sections 7.02 and 9.059.06 hereof, the Trustee will 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 will 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, 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 Subsidiary Guarantees: (1) to cure any ambiguity, omission, defect or inconsistency; (2) to provide for uncertificated Notes in addition to or in place of certificated NotesNotes (provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the U.S. Internal Revenue Code of 1986, as amended); (3) to provide for the assumption of the Company’s or a Guarantor’s obligations to the Holders of the Notes in the case of a merger or consolidation or sale of all or substantially all of the Company’s or a Guarantor’s assets; (4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder of any Holder in any material respect; (5) to add any Person as a Guarantor; provided any such supplemental indenture may be signed by the Company, the Guarantor providing the Subsidiary Guarantee and the Trustee; (6) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; (7) to remove a Guarantor which, in accordance with the terms of this Indenture, ceases to be liable in respect of its Subsidiary Guarantee or to evidence the release of any Guarantor permitted to be released under the terms of this Indenture or to allow any Guarantor to execute a supplemental Indenture and/or a Note Guarantee with respect to the Notes; (8) to evidence and provide for the acceptance of appointment under this Indenture by a successor Trustee; (9) to secure all of the Notes; (10) to add to the covenants of the Company or any Guarantor for the benefit of the Holders or to surrender any right or power conferred upon the Company or any Guarantor; (11) to conform the text of this Indenture, the Notes, or the Subsidiary Guarantees 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 Notes, or the Subsidiary Guarantees; (12) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture; or (13) to comply with the provisions of the Depositary or the Trustee with respect to Article II 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 indenture, and upon receipt by the Trustee of the documents described in Sections 7.02 and 9.05, the Trustee 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 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, without the consent 10.02 of any Holder of Notesthis Supplemental Indenture, the Company, Issuers and the Subsidiary Guarantors and the Trustee may amend or supplement this the Indenture, the Notes Guarantees, or the Subsidiary GuaranteesNotes without the consent of any Holder of a Note: (1a) to cure any ambiguity, omission, defect or inconsistency; (2b) to provide for uncertificated Notes in addition to or in place of certificated Certificated Notes; (3c) to provide for the assumption of the Companyan Issuer’s or a Subsidiary Guarantor’s obligations to the Holders of the Notes in the case of a merger or consolidation or sale of all or substantially all of the Companysuch Issuer’s or a Subsidiary Guarantor’s assetsproperties or assets pursuant to Article VI hereof; (4d) to add or release Subsidiary Guarantors pursuant to the terms of the Indenture; (e) to make any change that would provide any additional rights or benefits to the Holders of the Notes or surrender any right or power conferred upon the Issuers or the Subsidiary Guarantors by the Indenture that does not adversely affect the legal rights hereunder of any Holder in of the Notes, provided that any material respectchange to conform the Indenture to the Prospectus shall not be deemed to adversely affect such rights; (5f) to add any Person as a Guarantorprovide for the issuance of additional Notes in accordance with the limitations set forth in the Indenture; (6g) to comply with requirements of the SEC in order to effect or maintain the qualification of this the Indenture under the TIA; (7h) to remove a Guarantor which, in accordance with the terms of this Indenture, ceases to be liable in respect of its Subsidiary Guarantee evidence or to evidence the release of any Guarantor permitted to be released under the terms of this Indenture or to allow any Guarantor to execute a supplemental Indenture and/or a Note Guarantee with respect to the Notes; (8) to evidence and provide for the acceptance of appointment under this the Indenture by of a successor Trustee; (9i) to add any additional Events of Default; (j) to secure all of the Notes;Notes and/or the Guarantees; or (10) to add to the covenants of the Company or any Guarantor for the benefit of the Holders or to surrender any right or power conferred upon the Company or any Guarantor; (11) to conform the text of this Indenture, the Notes, the Subsidiary Guarantees 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 Notes, the Subsidiary Guarantees; (12k) to provide for the issuance reorganization of Additional Notes the Partnership as any other form of entity in accordance with the limitations set forth in this Indenture; or (13) to comply with the provisions of the Depositary or the Trustee with respect to Article II of this IndentureSection 6.01(b). Upon the request of the Company Issuers accompanied by a resolution of its the Board of Directors of the General Partner (in the case of the Partnership), and of the Board of Directors of MarkWest Finance and each of the Subsidiary Guarantors (in the case of MarkWest Finance and the Subsidiary Guarantors), authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Sections 7.02 and 9.05Section 10.06 hereof, the Trustee will shall join with the Company Issuers and each of the Subsidiary Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this the Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will shall not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this the Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 9.027.02 of the Indenture, without the consent of any Holder of Notes, the CompanyIssuer, the Guarantors Guarantors, if any, and the Trustee may amend or supplement this the Indenture, the Notes or the Subsidiary Guarantees: (1a) to cure any ambiguity, omission, defect or inconsistency; (2b) to comply with Article 6; (c) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3d) to provide for the assumption surrender any of the CompanyIssuer’s rights or a Guarantor’s obligations to powers under the Holders of the Notes in the case of a merger or consolidation or sale of all or substantially all of the Company’s or a Guarantor’s assetsIndenture; (4e) to add covenants or events of default for the benefit of the holders of Notes; (f) to comply with the applicable procedures of the applicable Depositary; (g) make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder of any Holder as determined in any material respectgood faith by the Issuer, as evidenced in an Officers’ Certificate delivered to the Trustee; (5h) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Notes and to add to or change any Person as a Guarantorof the provisions of the Indenture to provide for or facilitate the administration of the trusts hereunder by more than one Trustee; (6i) to conform the text of the Indenture or the Notes to any provision of the “Description of Notes” section of the Issuer’s Prospectus Supplement dated February 18, 2015, relating to the offering of the Initial Notes; (j) to comply with requirements of the SEC in order to effect or maintain the qualification of this the Indenture under the TIA; (7k) to remove a evidence the succession of another person to the Issuer, or successive successions, and the assumption by the successor person of the covenants, agreements and Obligations of such Issuer the pursuant to Article 6; (l) to add any Guarantor which, in accordance with the terms of this Indenture, ceases to be liable in respect of its Subsidiary Guarantee or to evidence the release of any Guarantor permitted to be released under from its Guarantee, in each case as provided in the terms of this Indenture or to allow any Guarantor to execute a supplemental Indenture and/or a Note Guarantee with respect to the Notes; (8) to evidence and provide for the acceptance of appointment under this Indenture by a successor Trustee; (9) to secure all of the Notes; (10) to add to the covenants of the Company or any Guarantor for the benefit of the Holders or to surrender any right or power conferred upon the Company or any Guarantor; (11) to conform the text of this Indenture, the Notes, the Subsidiary Guarantees 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 Notes, the Subsidiary Guarantees; (12) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture; or (13m) to comply with the provisions rules or regulations of any securities exchange or automated quotation system on which any of the Depositary or the Trustee with respect to Article II 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 indenture, and upon receipt by the Trustee of the documents described in Sections 7.02 and 9.05, the Trustee 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 Notes may be therein contained, but the Trustee will not be obligated to enter into such amended listed or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwisetraded.

Without Consent of Holders of Notes. Notwithstanding Section 9.02, without the consent 9.02 of any Holder of Notesthis Indenture, the CompanyIssuers, the Guarantors and the Trustee may amend or supplement this Indenture, Indenture or the Notes or the Subsidiary GuaranteesNote Guarantees without the consent of any Holder of Note: (1) to cure any ambiguity, omission, defect or inconsistency; (2) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3) to provide for the assumption of the Company’s Issuers’ or a Guarantor’s obligations to the Holders of the Notes and Note Guarantees in the case of a merger or consolidation or sale of all or substantially all of the Company’s Issuers’ or a such Guarantor’s assets, as applicable; (4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder of any Holder in any material respectsuch Holder; (5) to add any Person as a Guarantor; (6) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; (7) to remove a Guarantor which, in accordance with the terms of this Indenture, ceases to be liable in respect of its Subsidiary Guarantee or to evidence the release of any Guarantor permitted to be released under the terms of this Indenture or to allow any Guarantor to execute a supplemental Indenture and/or a Note Guarantee with respect to the Notes; (8) to evidence and provide for the acceptance of appointment under this Indenture by a successor Trustee; (9) to secure all of the Notes; (10) to add to the covenants of the Company or any Guarantor for the benefit of the Holders or to surrender any right or power conferred upon the Company or any Guarantor; (116) to conform the text of this Indenture, Indenture or the Notes, the Subsidiary Note Guarantees to any provision of the “Description of Notes” section of the Offering Memorandum, 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, Indenture or the Notes, the Subsidiary Note Guarantees; (127) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture; or; (138) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes or to reflect the release of a Note Guarantee in accordance with this Indenture; (9) to secure the Notes and/or the Note Guarantees; (10) to comply with the provisions rules of any applicable securities depository; or (11) to provide for the Depositary or the Trustee reorganization of TLLP as any other form of entity, in accordance with respect to Article II of this IndentureSection 5.01(a). Upon the request of the Company Issuers 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 Sections Section 7.02 and 9.05hereof, the Trustee will 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 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. Notwithstanding the foregoing, neither an Opinion of Counsel nor an Officers’ Certificate, nor a board resolution, shall be required in connection with the addition of a Guarantor under this Indenture upon execution and delivery by such Guarantor, the Issuers and the Trustee of a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto.

Without Consent of Holders of Notes. Notwithstanding Section 9.02, without the consent 9.02 of any Holder of Notesthis Indenture, the Company, the Guarantors Company and the Trustee may amend or supplement this Indenture, Indenture or the Notes of one or more Series without the Subsidiary Guaranteesconsent of any Holder to: (1) to cure any ambiguity, omission, defect mistake, defect, error or inconsistency; (2) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3) to provide for the assumption of the Company’s or a Guarantor’s obligations to the Holders of the Notes in the case of a merger or consolidation or sale of all or substantially all of the Company’s assets or a Guarantor’s assetsany other transaction that complies with this Indenture; (4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder under this Indenture of any Holder in any material respectsuch Holder; (5) to add any Person as a Guarantor; (6) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIATrust Indenture Act; (76) to remove a Guarantor which, in accordance with the terms of this Indenture, ceases to be liable in respect of its Subsidiary Guarantee or to evidence the release of any Guarantor permitted to be released under the terms of this Indenture or to allow any Guarantor to execute a supplemental Indenture indenture and/or a Note Subsidiary Guarantee with respect to the NotesNotes of any one or more Series; (7) to provide for the issuance of and establish the form and terms and conditions of Notes of any Series as permitted by this Indenture; (8) to evidence and provide for the acceptance of appointment under this Indenture by a successor Trustee; (9) to secure all of the Notes; (10) to add to the covenants of the Company such further covenants, restrictions, conditions or provisions as the Company shall consider to be for the protection of the Holders of Notes, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any Guarantor of the several remedies provided in this Indenture as herein set forth; provided, that in respect of any such additional covenant, restriction, condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an Event of Default or may limit the remedies available to the Trustee upon such an Event of Default or may limit the right of the Holders of a majority in aggregate principal amount of the Notes of such Series to waive such an Event of Default; (9) to evidence and provide the acceptance of the appointment of a successor trustee under this Indenture with respect to the Notes of one or more Series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee; (10) to mortgage, pledge, hypothecate or grant a security interest in favor of the trustee for the benefit of the Holders of Notes of one or to surrender any right more Series as additional security for the payment and performance of the Company’s Obligations under this Indenture in property or power conferred upon the Company or any Guarantorassets; (11) to conform add to, change, or eliminate any of the text provisions of this Indenture, the Indenture in respect of one or more Series of Notes, the Subsidiary Guarantees provided that any such addition, change, or elimination (i) will neither (A) apply to any Note of any Series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor (B) modify the rights of the “Description Holder of Notes” section of the Offering Memorandum, any such Note with respect 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 Notes, the Subsidiary Guaranteesor (ii) will become effective only when there is no such Note outstanding; (12) to provide for the issuance of Additional Notes in accordance comply with the limitations set forth in this Indenture; orrules of any applicable Depositary; (13) to comply with the provisions of the Depositary or the Trustee with respect release any Guarantor from its Subsidiary Guarantee pursuant to Article II 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 indenture, and upon receipt by the Trustee of the documents described in Sections 7.02 and 9.05, the Trustee 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 when permitted or required pursuant to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will not be obligated terms herein; or (14) to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwisecomply with Section 5.01.

Without Consent of Holders of Notes. Notwithstanding Section 9.02, without the consent 9.02 of any Holder of Notesthis Indenture, the Company, the Guarantors and the Trustee may amend or supplement this Indenture, Indenture or the Notes or the Subsidiary GuaranteesNote Guarantees without the consent of any Holder of Note: (1) to cure any ambiguity, omission, defect or inconsistency; (2) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3) to provide for the assumption of the Company’s or a Guarantor’s obligations to the Holders of Notes and Note Guarantees by a successor to the Notes in the case of a merger Company or consolidation such Guarantor pursuant to Article 5 or sale of all or substantially all of the Company’s or a Guarantor’s assetsArticle 10 hereof; (4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder of any Holder in any material respectsuch Holder; (5) to add any Person as a Guarantor; (6) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; (7) to remove a Guarantor which, in accordance with the terms of this Indenture, ceases to be liable in respect of its Subsidiary Guarantee or to evidence the release of any Guarantor permitted to be released under the terms of this Indenture or to allow any Guarantor to execute a supplemental Indenture and/or a Note Guarantee with respect to the Notes; (8) to evidence and provide for the acceptance of appointment under this Indenture by a successor Trustee; (9) to secure all of the Notes; (10) to add to the covenants of the Company or any Guarantor for the benefit of the Holders or to surrender any right or power conferred upon the Company or any Guarantor; (116) to conform the text of this Indenture, the Notes, Note Guarantees or the Subsidiary Guarantees Notes to any provision of the “Description of Notes” section of the Offering Memorandum, Circular to the extent that an officer of the Company certifies in good faith that such provision in that “Description of Notes” this Indenture, the Note Guarantees or the Notes was intended to be a verbatim recitation of a provision of this Indenture, the “Description of Notes, the Subsidiary Guarantees”; (127) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereof; (8) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes; (9) to comply with the rules of any applicable securities depositary; (10) to provide for a successor trustee in accordance with the terms of this Indenture or to otherwise comply with any requirement of this Indenture; or (1311) to comply with the provisions add a co-issuer or co-obligor of the Depositary or the Trustee with respect to Article II of this IndentureNotes. 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 Sections 7.02 and 9.05Section 9.06 hereof, the Trustee 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 will not be obligated to enter into such amended or supplemental indenture that adversely affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 9.02, without the consent 9.02 of any Holder of Notesthis Indenture, the Company, the Guarantors and the Trustee may amend or supplement this Indenture, Indenture or the Notes or the Subsidiary GuaranteesNote Guarantees without the consent of any Holder of Note: (1) to cure any ambiguity, omission, defect or inconsistency; (2) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3) to provide for the assumption of the Company’s or a Guarantor’s obligations to the Holders of the Notes in and Note Guarantees by a successor to the case of a merger Company or consolidation such Guarantor pursuant to Article 5 or sale of all or substantially all of the Company’s or a Guarantor’s assetsArticle 10 hereof; (4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder of any Holder in any material respectHolder; (5) to add any Person as a Guarantor; (6) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; (7) to remove a Guarantor which, in accordance with the terms of this Indenture, ceases to be liable in respect of its Subsidiary Guarantee or to evidence the release of any Guarantor permitted to be released under the terms of this Indenture or to allow any Guarantor to execute a supplemental Indenture and/or a Note Guarantee with respect to the Notes; (8) to evidence and provide for the acceptance of appointment under this Indenture by a successor Trustee; (9) to secure all of the Notes; (10) to add to the covenants of the Company or any Guarantor for the benefit of the Holders or to surrender any right or power conferred upon the Company or any Guarantor; (116) to conform the text of this Indenture, the NotesNote Guarantees, the Subsidiary Guarantees Collateral Documents or the Notes to any provision of the “Description of Notes” section of the Company’s Offering MemorandumMemorandum and Consent Solicitation Statement dated July 3, 2012, as amended or supplemented from time to time, 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 NotesNote Guarantees, the Subsidiary GuaranteesCollateral Documents or the Notes; (127) to enter into additional or supplemental Collateral Documents; (8) to release Collateral in accordance with the terms of this Indenture, the Collateral Documents and the Intercreditor Agreements; (9) to make complete or confirm any grant of Collateral permitted or required by this Indenture or any of the Collateral Documents or any release of Collateral that becomes effective as set forth in this Indenture or any of the Collateral Documents; (10) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this IndentureIndenture as of the date hereof; or (1311) to comply with the provisions of the Depositary or the Trustee allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to Article II of this Indenturethe Notes. Upon the request of the Parent and the Company accompanied by a resolution of its the Board of Directors of the Parent authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Sections Section 7.02 and 9.05hereof, the Trustee 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 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, without the consent 9.02 of any Holder of Notesthis Indenture, the Company, the Guarantors and the Trustee may amend or supplement this Indenture, Indenture or the Notes or the Subsidiary GuaranteesNote Guarantee without the consent of any Holder: (1) to cure any ambiguity, omission, defect or inconsistency; (2) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3) to provide for the assumption of the Company’s 's or a Guarantor’s 's obligations to the Holders of the Notes in and Note Guarantees by a successor to the case of a merger Company or consolidation such Guarantor pursuant to Article 5 or sale of all or substantially all of the Company’s or a Guarantor’s assetsArticle 11 hereof; (4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder of any Holder in any material respectHolder; (5) to add any Person as a Guarantor; (6) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; (7) to remove a Guarantor which, in accordance with the terms of this Indenture, ceases to be liable in respect of its Subsidiary Guarantee or to evidence the release of any Guarantor permitted to be released under the terms of this Indenture or to allow any Guarantor to execute a supplemental Indenture and/or a Note Guarantee with respect to the Notes; (8) to evidence and provide for the acceptance of appointment under this Indenture by a successor Trustee; (9) to secure all of the Notes; (10) to add to the covenants of the Company or any Guarantor for the benefit of the Holders or to surrender any right or power conferred upon the Company or any Guarantor; (116) to conform the text of this Indenture, Indenture or the Notes, the Subsidiary Guarantees Notes to any provision of the “"Description of the Notes” " section of the Offering Memorandum, to the extent that such provision in that “"Description of the Notes” " was intended to be a verbatim recitation of a provision of this Indenture, the Note Guarantees or the Notes, the Subsidiary Guarantees; (127) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture; orIndenture as of the date hereof; (138) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes and to release Guarantors from the Note Guarantee in accordance with the terms of this Indenture; (9) to comply with the provisions rules of any applicable securities depositary; or (10) to provide for a successor Trustee in accordance with the Depositary terms of this Indenture or the Trustee to otherwise comply with respect to Article II any requirement 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 indenture, and upon receipt by the Trustee of the documents described in Sections Section 7.02 and 9.05hereof, the Trustee 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 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 9.029.02 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 Subsidiary Note Guarantees: (1) to cure any ambiguity, omission, defect or inconsistency; (2) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3) to provide for the assumption of the Company’s or a Guarantor’s obligations to the Holders of the Notes in and Note Guarantees by a successor to the case of a merger Company or consolidation such Guarantor pursuant to Article 5 or sale of all or substantially all of the Company’s or a Guarantor’s assetsArticle 10 hereof; (4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder of any Holder in any material respectHolder; (5) to add any Person as a Guarantor; (6) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; (7) to remove a Guarantor which, in accordance with the terms of this Indenture, ceases to be liable in respect of its Subsidiary Guarantee or to evidence the release of any Guarantor permitted to be released under the terms of this Indenture or to allow any Guarantor to execute a supplemental Indenture and/or a Note Guarantee with respect to the Notes; (8) to evidence and provide for the acceptance of appointment under this Indenture by a successor Trustee; (9) to secure all of the Notes; (10) to add to the covenants of the Company or any Guarantor for the benefit of the Holders or to surrender any right or power conferred upon the Company or any Guarantor; (116) to conform the text of this Indenture, the Notes, Notes or the Subsidiary Note Guarantees to any provision of the “Description of Notes” section of the Offering Memorandum, 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 NotesNotes or the Note Guarantees, the Subsidiary Guaranteeswhich intent may be evidenced by an Officers’ Certificate to that effect; (127) to evidence and provide for the acceptance and appointment of a successor trustee under this Indenture pursuant to the requirements hereof; (8) to conform to the “Description of the Notes” in the Offering Memorandum, as set forth in an officer’s certificate delivered to the Trustee; (9) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereof; (10) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes and to release any Guarantor from its Note Guarantee in accordance with the terms of this Indenture; (11) to convey, transfer, assign, mortgage or pledge as security for the Notes any property or assets in accordance with Section 4.12; (12) to make any amendment to the provisions of this Indenture relating to the form, authentication, 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 affect the rights of Holders to transfer Notes; or (13) to comply with make any change that does not adversely affect the provisions rights of the Depositary or the Trustee with respect to Article II of this Indentureany Holder in any material respect. 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 Sections Section 7.02 and 9.05hereof, the Trustee 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 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, without the consent 9.02 of any Holder of Notesthis Supplemental Indenture, the Company, the Guarantors and the Trustee may amend or supplement this Indenture, Supplemental Indenture or the Notes or the Subsidiary GuaranteesNote Guarantees without the consent of any Holder of Notes: (1) to cure any ambiguity, omission, defect or inconsistency; (2) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3) to provide for the assumption of the Company’s or a Guarantor’s obligations to the Holders of the Notes in and Note Guarantees by a successor to the case of a merger Company or consolidation such Guarantor pursuant to Article 5 or sale of all or substantially all of the Company’s or a Guarantor’s assetsArticle 10 hereof; (4) to effect the release of a Guarantor from its Note Guarantee and the termination of such Note Guarantee, all in accordance with the provisions of this Supplemental Indenture governing such release and termination; (5) to add any Subsidiary Guarantee or to secure the Notes or any Subsidiary Guarantee; (6) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder of any Holder in any material respectHolder; (5) to add any Person as a Guarantor; (67) to comply with requirements of the SEC in order to effect or maintain the qualification of this Supplemental Indenture under the TIA; (7) to remove a Guarantor which, in accordance with the terms of this Indenture, ceases to be liable in respect of its Subsidiary Guarantee or to evidence the release of any Guarantor permitted to be released under the terms of this Indenture or to allow any Guarantor to execute a supplemental Indenture and/or a Note Guarantee with respect to the Notes; (8) to evidence and provide for the acceptance of appointment under this Indenture by a successor Trustee; (9) to secure all of the Notes; (10) to add to the covenants of the Company or any Guarantor for the benefit of the Holders or to surrender any right or power conferred upon the Company or any Guarantor; (11) to conform the text of this Supplemental Indenture, the Notes, Note Guarantees or the Subsidiary Guarantees Notes to any provision of the “Description of Notesnotes” section of the Offering MemorandumCompany’s Prospectus Supplement, dated September 7, 2010, relating to the initial offering of the Notes, to the extent that such provision in that “Description of Notesnotes” was intended to be a verbatim recitation of a provision of this Supplemental Indenture, the Note Guarantees, or the Notes, the Subsidiary Guaranteesin each case, as evidenced by an Officers’ Certificate; (129) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this IndentureSupplemental Indenture as of the date hereof; or (1310) to comply with allow any Guarantor to execute a supplement to the provisions of the Depositary or the Trustee Supplemental Indenture and/or a Note Guarantee with respect to Article II of this Indenturethe 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 indenture, and upon receipt by the Trustee of the documents described in Sections Section 7.02 and 9.05hereof, the Trustee 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 Supplemental Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Supplemental Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 9.02, without the consent 9.02 of any Holder of Notesthis Indenture, the Company, Issuers and the Subsidiary Guarantors and the Trustee may amend or supplement this Indenture, the Notes Guarantees, or the Subsidiary GuaranteesNotes without the consent of any Holder of a Note: (1a) to cure any ambiguity, omission, defect or inconsistency; (2b) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3c) to provide for the assumption of the Companyan Issuer’s or a Subsidiary Guarantor’s obligations to the Holders of the Notes in the case of a merger or consolidation or sale of all or substantially all of the Companysuch Issuer’s or a Guarantor’s assetsassets pursuant to Article 5 hereof; (4d) to add or release Subsidiary Guarantors pursuant to the terms of this Indenture; (e) to make any change that would provide any additional rights or benefits to the Holders of the Notes or surrender any right or power conferred upon the Issuers or the Subsidiary Guarantors by this Indenture that does not adversely affect the legal rights hereunder of any Holder in of the Notes, provided that any material respectchange to conform this Indenture to the Offering Memorandum shall not be deemed to adversely affect such rights; (5f) to add any Person as a Guarantorprovide for the issuance of additional Notes in accordance with the limitations set forth in this Indenture; (6g) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; (7h) to remove a Guarantor which, in accordance with the terms of this Indenture, ceases to be liable in respect of its Subsidiary Guarantee evidence or to evidence the release of any Guarantor permitted to be released under the terms of this Indenture or to allow any Guarantor to execute a supplemental Indenture and/or a Note Guarantee with respect to the Notes; (8) to evidence and provide for the acceptance of appointment under this Indenture by of a successor Trustee; (9i) to add any additional Events of Default; (j) to secure all of the Notes; (10) to add to Notes and/or the covenants of the Company or any Guarantor for the benefit of the Holders or to surrender any right or power conferred upon the Company or any Guarantor; (11) to conform the text of this Indenture, the Notes, the Subsidiary Guarantees 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 Notes, the Subsidiary Guarantees; (12) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture; or (13k) to comply with the provisions rules of the Depositary or the Trustee with respect to Article II of this Indentureany applicable Depositary. Upon the request of the Company Issuers accompanied by a resolution of its the Board of Directors of the General Partner (in the case of the Company), and of the Board of Directors of Finance Co and each of the Subsidiary Guarantors (in the case of Finance Co and the Subsidiary Guarantors), authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Sections 7.02 and 9.05Section 7.02(b) hereof stating that such amended or supplemental indenture complies with this Section 9.01, the Trustee will shall join with the Company Issuers and each of 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 will 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.. Back to Contents

Without Consent of Holders of Notes. Notwithstanding Section 9.029.02 hereof, 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 Subsidiary Note Guarantees: (1) to cure any ambiguity, omission, mistake, defect or inconsistency; (2) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3) to provide for the assumption of the Company’s or a Guarantor’s obligations to the Holders of the Notes in the case of a merger or consolidation or sale of all or substantially all of the Company’s or a Guarantor’s properties or assets; (4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder under this Indenture of any such Holder taken as a whole in any material respect; (5) to add any Person as a Guarantorsecure the Notes or the Note Guarantees pursuant to the requirements of Section 4.12 hereof; (6) to provide for the issuance of Additional Notes and related guarantees (and the grant of security for the benefit of the Additional Notes and related guarantees) in accordance with the limitations set forth herein; (7) to add any additional Guarantor or to evidence the release of any Guarantor from its Note Guarantee, in each case as provided herein; (8) to comply with requirements of the SEC Commission in order to effect or maintain the qualification of this Indenture under the TIA; (79) to remove a Guarantor which, in accordance with the terms of this Indenture, ceases to be liable in respect of its Subsidiary Guarantee evidence or to evidence the release of any Guarantor permitted to be released under the terms of this Indenture or to allow any Guarantor to execute a supplemental Indenture and/or a Note Guarantee with respect to the Notes; (8) to evidence and provide for the acceptance of appointment under this Indenture by hereunder of a successor Trustee; (9) to secure all of the Notestrustee; (10) to add conform the text of this Indenture, the Note Guarantees or the Notes to any provision of the “Description of Notes” in the Offering Memorandum, as provided to the Trustee in an Officer’s Certificate; (11) to add covenants of the Company or any Guarantor for the benefit of the Holders or to surrender any right or power conferred upon the Company or any Guarantor; (11) to conform the text of this Indenture, the Notes, the Subsidiary Guarantees 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 Notes, the Subsidiary Guarantees; (12) to provide for the issuance assumption by one or more successors of Additional Notes in accordance with the limitations set forth in obligations of any of the Guarantors under this IndentureIndenture and the Note Guarantees; orand (13) to comply with the provisions rules of the Depositary or the Trustee with respect to Article II of this Indentureany applicable securities depositary. 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 Sections Section 7.02 and 9.05hereof, the Trustee 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 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, without the consent 9.02 of any Holder of Notesthis Supplemental Indenture, the Company, the Guarantors and the Trustee may amend or supplement this Supplemental Indenture, the Notes Guarantees or the Subsidiary GuaranteesNotes without the consent of any Holder or Holders of a Note: (1a) to cure any ambiguity, omission, defect or inconsistency; (2b) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3c) to provide for the assumption of the Company’s or a Guarantor’s obligations to the Holders of the Notes in the case of a merger or consolidation or sale of all or substantially all of the Company’s or a such Guarantor’s assets, applicable; (4d) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder under this Supplemental Indenture of any Holder in any material respectof the Notes; (5) to add any Person as a Guarantor; (6e) to comply with requirements of the SEC in order to effect or maintain the qualification of this Supplemental Indenture under the TIA; (7f) to remove a Guarantor which, provide for the issuance of Additional Notes in accordance with the terms of this Supplemental Indenture, ceases to be liable in respect of its Subsidiary Guarantee or to evidence the release of any Guarantor permitted to be released under the terms of this Indenture or to allow any Guarantor to execute a supplemental Indenture and/or a Note Guarantee with respect to the Notes; (8) to evidence and provide for the acceptance of appointment under this Indenture by a successor Trustee; (9) to secure all of the Notes; (10) to add to the covenants of the Company or any Guarantor for the benefit of the Holders or to surrender any right or power conferred upon the Company or any Guarantor; (11g) to conform the text of this Supplemental Indenture, the Notes, Notes or the Subsidiary Guarantees to any provision of the “Description of Notes” section of the Offering Memorandum, Notes to the extent that such provision in that “the Description of Notes” Notes was intended to be a verbatim recitation of a provision of this Supplemental Indenture, the Notes, Notes or the Subsidiary Guarantees; (12h) to allow any Guarantor to execute a supplemental indenture and/or a Guarantee with respect to the Notes; (i) to evidence and provide for the issuance acceptance of Additional Notes in accordance appointment by a successor trustee; (j) to add guarantees with respect to the limitations set forth in this IndentureNotes; (k) to secure the Notes; or (13l) to comply with the provisions release any Lien granted in favor of the Depositary or Holders of the Trustee with respect Notes pursuant to Article II Section 4.07 hereof upon release of this Indenturethe Lien securing the underlying obligation that gave rise to such Lien. 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 Sections Section 7.02 and 9.05hereof, the Trustee 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 Supplemental Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Supplemental Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 9.02, without the consent 9.02 of any Holder of Notesthis Supplemental Indenture, the Company, the Guarantors and the Trustee may amend or supplement this Indenture, Supplemental Indenture or the Notes or the Subsidiary GuaranteesNote Guarantees without the consent of any Holder of Notes: (1) to cure any ambiguity, omission, defect or inconsistency; (2) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3) to provide for the assumption of the Company’s or a Guarantor’s obligations to the Holders of the Notes in and Note Guarantees by a successor to the case of a merger Company or consolidation such Guarantor pursuant to Article 5 or sale of all or substantially all of the Company’s or a Guarantor’s assetsArticle 10 hereof; (4) to effect the release of a Guarantor from its Note Guarantee and the termination of such Note Guarantee, all in accordance with the provisions of this Supplemental Indenture governing such release and termination; (5) to add any Guarantor or Note Guarantee or to secure the Notes or any Note Guarantee; (6) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder of any Holder in any material respectHolder; (5) to add any Person as a Guarantor; (67) to comply with requirements of the SEC in order to effect or maintain the qualification of this Supplemental Indenture under the TIA; (7) to remove a Guarantor which, in accordance with the terms of this Indenture, ceases to be liable in respect of its Subsidiary Guarantee or to evidence the release of any Guarantor permitted to be released under the terms of this Indenture or to allow any Guarantor to execute a supplemental Indenture and/or a Note Guarantee with respect to the Notes; (8) to evidence and provide for the acceptance of appointment under this Indenture by a successor Trustee; (9) to secure all of the Notes; (10) to add to the covenants of the Company or any Guarantor for the benefit of the Holders or to surrender any right or power conferred upon the Company or any Guarantor; (11) to conform the text of this Supplemental Indenture, the Notes, Note Guarantees or the Subsidiary Guarantees Notes to any provision of the “Description of Notesnotes” section of the Offering MemorandumCompany’s Prospectus Supplement, dated November 5, 2010, relating to the initial offering of the Notes, to the extent that such provision in that “Description of Notesnotes” was intended to be a verbatim recitation of a provision of this Supplemental Indenture, the Note Guarantees, or the Notes, the Subsidiary Guaranteesin each case, as evidenced by an Officers’ Certificate; (129) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this IndentureSupplemental Indenture as of the date hereof; or (1310) to comply with allow any Guarantor to execute a supplement to the provisions of the Depositary or the Trustee Supplemental Indenture and/or a Note Guarantee with respect to Article II of this Indenturethe 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 indenture, and upon receipt by the Trustee of the documents described in Sections Section 7.02 and 9.05hereof, the Trustee 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 Supplemental Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Supplemental Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 9.02, without the consent 9.02 of any Holder of Notesthis Indenture, the CompanyIssuers, the Guarantors and the Trustee may amend or supplement this Indenture, Indenture or the Notes or the Subsidiary GuaranteesNote Guarantees without the consent of any Holder of Note: (1) to cure any ambiguity, omission, defect or inconsistency; (2) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3) to provide for the assumption of the Company’s Issuers’ or a Guarantor’s obligations to the Holders of the Notes and Note Guarantees in the case of a merger or consolidation or sale of all or substantially all of the Company’s Issuers’ or a Guarantor’s such Guarantors’ assets, as applicable; (4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder of any Holder in any material respectsuch Holder; (5) to add any Person as a Guarantor; (6) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; (7) to remove a Guarantor which, in accordance with the terms of this Indenture, ceases to be liable in respect of its Subsidiary Guarantee or to evidence the release of any Guarantor permitted to be released under the terms of this Indenture or to allow any Guarantor to execute a supplemental Indenture and/or a Note Guarantee with respect to the Notes; (8) to evidence and provide for the acceptance of appointment under this Indenture by a successor Trustee; (9) to secure all of the Notes; (10) to add to the covenants of the Company or any Guarantor for the benefit of the Holders or to surrender any right or power conferred upon the Company or any Guarantor; (116) to conform the text of this Indenture, Indenture or the Notes, the Subsidiary Note Guarantees to any provision of the “Description of Notes” section of the Issuers’ Offering Memorandum, 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, Indenture or the Notes, the Subsidiary Note Guarantees; (127) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture; orIndenture as of the Issue Date; (138) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes or to reflect the release of a Note Guarantee in accordance with this Indenture; (9) to secure the Notes and/or the Note Guarantees; (10) to comply with the provisions rules of any applicable securities depository; or (11) to provide for the Depositary or the Trustee reorganization of Xxxxx Energy Partners as any other form of entity, in accordance with respect to Article II of this IndentureSection 5.01(a). Upon the request of the Company Issuers 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 Sections Section 7.02 and 9.05hereof, the Trustee will 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 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, without the consent of Issuers, any Holder of NotesGuarantor, any other obligor under the Company, the Guarantors Notes and the Trustee and/or Collateral Agent, as applicable, may amend or supplement this Indenture, any Guarantee, any Security Document or Notes without the Notes or the Subsidiary Guaranteesconsent of any Holder: (1) to cure evidence the succession of another Person to the Issuers or a Guarantor, and the assumption by any ambiguitysuch successor of the covenants of the Issuers or such Guarantor in this Indenture, omissionthe Notes, defect or inconsistencyany Guarantee and the Security Documents in accordance with Section 5.01; (2) to provide add to the covenants of the Issuers, any Guarantor or any other obligor upon the Notes for uncertificated the benefit of the Holders of the Notes or to surrender any right or power conferred upon the Issuers or any Guarantor or any other obligor upon the Notes, as applicable, in addition to this Indenture, the Notes, any Guarantee or in place of certificated Notesany Security Document; (3) to provide for cure any ambiguity, or to correct or supplement any provision in this Indenture, the assumption of Notes, any Guarantee or any Security Document which may be defective or inconsistent with any other provision in this Indenture, the Company’s Notes, any Guarantee or a Guarantor’s obligations to the Holders of the Notes in the case of a merger or consolidation or sale of all or substantially all of the Company’s or a Guarantor’s assetsany Security Document; (4) to make any change that would provide other provisions with respect to matters or questions arising under this Indenture, the Notes, any additional rights Guarantee or benefits to any Security Document; provided that, in each case, such provisions shall not materially adversely affect the interest of the Holders of the Notes or that does not adversely affect the legal rights hereunder of any Holder in any material respectNotes; (5) to add any Person as a Guarantor; (6) to comply with the requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIATrust Indenture Act; (6) to add to the Collateral securing the Notes or to add a Guarantor under this Indenture; (7) to remove evidence and provide the acceptance of the appointment of a Guarantor which, in accordance with the terms of this Indenture, ceases to be liable in respect of its Subsidiary Guarantee successor Trustee or to evidence the release of any Guarantor permitted to be released Collateral Agent under the terms of this Indenture or to allow any Guarantor to execute a supplemental Indenture and/or a Note Guarantee with respect to the NotesSecurity Documents; (8) to evidence and provide for the acceptance of appointment under this Indenture by a successor Trustee; (9) to secure all mortgage, pledge, hypothecate or xxxxx x Xxxx in favor of the Notes; (10) to add to the covenants of the Company or any Guarantor Collateral Agent for the benefit of the Holders of the Notes (and the holders or to surrender any right lenders of ABL Liens or power conferred upon Permitted Additional Pari Passu Obligations) as additional security for the Company or payment and performance of the Issuers’ and any 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 or for the benefit of the Trustee or the Collateral Agent pursuant to this Indenture, any of the Security Documents or otherwise; (11) to conform the text of this Indenture, the Notes, the Subsidiary Guarantees 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 Notes, the Subsidiary Guarantees; (129) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture; (10) to provide for the release of Collateral from the Note Lien and the Security Documents when permitted or required by any of the Security Documents, the Intercreditor Agreement or this Indenture; (11) to secure any Permitted Additional Pari Passu Obligations under the Security Documents and to appropriately include the same in the Intercreditor Agreement; or (1312) in the sole discretion of the Issuers, to comply with conform any provision of this Indenture or the Security Documents to the provisions of the Depositary or “Description of the Trustee Notes” contained in the Offering Memorandum to the extent such provision was intended to be a verbatim recital of a provision contained herein, as set forth in an Officer’s Certificate. The Holders of a majority in aggregate principal amount of the Notes outstanding may waive compliance with respect to Article II certain restrictive covenants and provisions 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 indenture, and upon receipt by the Trustee of the documents described in Sections 7.02 and 9.05, the Trustee 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 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, without the consent 9.02 of any Holder of Notesthis Supplemental Indenture, the Company, the Guarantors Company and the Trustee may amend or supplement this Supplemental Indenture, the Notes Indenture or the Subsidiary GuaranteesNotes without the consent of any Holders of the Notes for the purpose, among other things, of: (1) to cure any ambiguitycuring ambiguities, omissionomissions, defect mistakes, defects or inconsistencyinconsistencies; (2) adding guarantees with respect to provide the Notes; (3) securing the Notes; (4) adding to the covenants of the Company for the benefit of some or all of the Holders or surrendering any right or power conferred upon the Company; (5) adding additional Events of Default; (6) making any change that does not adversely affect in any material respect the rights of any Holder under the Indenture; (7) changing or eliminating any provisions of the Indenture so long as there are no Holders entitled to the benefit of the provisions; (8) complying with any requirement of the SEC in connection with the qualification of the Indenture under the Trust Indenture Act of 1939, as amended; (9) conforming the provisions of the Indenture and the Notes to the “Description of Notes” section in the Offering Memorandum; (10) supplementing any of the provisions of the Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of the Notes so long as any such action shall not adversely affect the interests of any Holder of the Notes; (11) permitting the authentication and delivery of Additional Notes; (12) providing for uncertificated Notes in addition to or in place of certificated NotesNotes subject to applicable laws; (313) to provide for evidencing the assumption acceptance of the Company’s or appointment by a Guarantor’s obligations to the Holders of the Notes in the case of a merger or consolidation or sale of all or substantially all of the Company’s or a Guarantor’s assetssuccessor trustee; (414) to make any change that would provide any additional rights or benefits to the Holders complying with obligations under Article V of the Notes or that does not adversely affect the legal rights hereunder of any Holder in any material respectBase Indenture; (515) to add any Person as a Guarantor; (6) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; (7) to remove a Guarantor which, in accordance with the terms of this Indenture, ceases to be liable in respect of its Subsidiary Guarantee or to evidence evidencing the release of any Guarantor permitted guarantor pursuant to be released under the terms of this Indenture or to allow any Guarantor to execute a supplemental Indenture and/or a Note Guarantee with respect to the Notes; (8) to evidence and provide for the acceptance of appointment under this Indenture by a successor Trustee; (9) to secure all of the Notes; (10) to add to the covenants of the Company or any Guarantor for the benefit of the Holders or to surrender any right or power conferred upon the Company or any Guarantor; (11) to conform the text of this Indenture, the Notes, the Subsidiary Guarantees 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 Notes, the Subsidiary Guarantees; (12) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture; or (1316) to comply with providing for Notes without the provisions of the Depositary or the Trustee with respect to Article II of this IndenturePrivate Placement Legend. 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 an Officer’s Certificate and an Opinion of the documents described in Sections 7.02 and 9.05Counsel pursuant to Section 9.06, the Trustee will 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 Supplemental Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will shall not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Supplemental Indenture or otherwise.

Without Consent of Holders of Notes. (a) Notwithstanding the provisions of Section 9.02, without the consent of any Holder of NotesHolder, the Company, the Guarantors and Subsidiary Guarantors, the Trustee and, to the extent applicable, the Collateral Agent, may amend or supplement this Indenture, any of the Notes or Note Documents in the Subsidiary Guaranteesfollowing circumstances: (1) to cure any ambiguity, omission, defect or inconsistency; (2) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3) to provide for the assumption of the Company’s or a Subsidiary Guarantor’s obligations to the Holders of the Notes and Subsidiary Guarantees in the case of a merger or consolidation or sale of all or substantially all of the Company’s or a such Subsidiaries Guarantor’s assets, as applicable; (4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder under this Indenture of any such Holder in any material respect; (5) to add conform the text of any Person as Note Document to any provision of this Description of Notes to the extent that such provision in the “Description of Notes” in the Offering Memorandum to the extent that such provision in such “Description of Notes” was intended to set forth, verbatim or in substance, a Guarantorprovision of such Note Document, which intent may be evidenced by an Officers’ Certificate to that effect; (6) to evidence and provide for the acceptance of the appointment under the Note Documents of a successor Trustee or Collateral Agent; (7) to make, complete or confirm any grant of Collateral permitted or required by this Indenture or any of the Pari Passu Documents; (8) to add any additional Subsidiary Guarantor or Collateral or to evidence the release of any Subsidiary Guarantor from its Subsidiary Guarantee or the release of any Liens, in each case as provided in this Indenture or the other Note Documents, as applicable; (9) with respect to the Collateral Agreements, as provided in the Intercreditor Agreements; and (10) to comply with requirements of the SEC any requirement in order to effect or maintain the qualification of this the Indenture under the TIA;. (7b) to remove a Guarantor which, Each Intercreditor Agreement may be amended in accordance with its terms and without the terms of this Indenture, ceases to be liable in respect of its Subsidiary Guarantee or to evidence the release consent of any Guarantor permitted Holder, the Trustee, the Collateral Agent or the Junior Lien Collateral Agent to be released under add other parties (or any authorized agent thereof or trustee therefor) holding Indebtedness subject thereto and to establish that the terms of this Indenture Liens on any Collateral securing such Indebtedness shall rank equally with or to allow any Guarantor to execute a supplemental Indenture and/or a Note Guarantee with respect subordinate to the Notes;Liens on such Collateral securing the Pari Passu Obligations then outstanding. (8) to evidence and provide for the acceptance of appointment under this Indenture by a successor Trustee; (9c) to secure all of the Notes; (10) to add to the covenants of the Company or any Guarantor for the benefit of the Holders or to surrender any right or power conferred upon the Company or any Guarantor; (11) to conform the text of this Indenture, the Notes, the Subsidiary Guarantees 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 Notes, the Subsidiary Guarantees; (12) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture; or (13) to comply with the provisions of the Depositary or the Trustee with respect to Article II 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 indentureCompany, and upon receipt by the Trustee of the documents described in Sections 7.02 and 9.05Section 9.06, the Trustee will shall join with the Company and the Subsidiary Guarantors in the execution of any amended amendment 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 will shall not be obligated to enter into any such amended amendment or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 9.029.02 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 Subsidiary Note Guarantees: (1) to cure any ambiguity, omission, defect or inconsistency; (2) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3) to provide for the assumption of the Company’s or a Guarantor’s obligations to the Holders of the Notes and Note Guarantees in the case of a merger or consolidation or sale of all or substantially all of the Company’s or a such Guarantor’s assets, as applicable; (4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder of any Holder in or surrender any material respectright or power conferred upon the Company; (5) to add any Person as a Guarantor; (6) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; (7) to remove a Guarantor which, in accordance with the terms of this Indenture, ceases to be liable in respect of its Subsidiary Guarantee or to evidence the release of any Guarantor permitted to be released under the terms of this Indenture or to allow any Guarantor to execute a supplemental Indenture and/or a Note Guarantee with respect to the Notes; (8) to evidence and provide for the acceptance of appointment under this Indenture by a successor Trustee; (9) to secure all of the Notes; (10) to add to the covenants of the Company or any Guarantor for the benefit of the Holders or to surrender any right or power conferred upon the Company or any Guarantor; (116) to conform the text of this Indenture, the Notes, the Subsidiary Note Guarantees or the Security Documents to any provision of the “Description of New Secured Notes” section of the Company’s Confidential Offering MemorandumCircular and Consent Solicitation Statement dated June 30, 2009, relating to the initial offering of the Notes, to the extent that such provision in that “Description of New Secured Notes” was intended (as evidenced by an Officers’ Certificate) to be a verbatim recitation of a provision of this Indenture, the Notes, the Subsidiary GuaranteesNote Guarantees or the Security Documents; (127) to provide for the issuance of Additional Notes of the same series in accordance with the limitations set forth in this IndentureIndenture as of the Issue Date; (8) to provide for the appointment of a successor Trustee; provided that the successor Trustee is otherwise qualified and eligible to act as such under the terms of this Indenture or to provide for a successor or replacement Collateral Trustee under the Security Documents; (9) to make, complete, or conform any grant of Collateral permitted or required by this Indenture or any of the Security Documents or any release, termination or discharge of Collateral that becomes effective as set forth in this Indenture or any of the Security Documents; or (1310) to comply with the provisions of the Depositary or the Trustee provide an additional Note Guarantee with respect to Article II the Notes or to grant any Lien for the benefit of the Holders of the Notes. In addition, the Collateral Trustee and the Trustee may amend the Security Documents to add additional secured parties to the extent Liens securing obligations held by such parties are permitted under this IndentureIndenture and that after so securing any such additional secured parties, the amount of Priority Lien Debt does not exceed the Priority Lien Cap and the amount of Junior Lien Debt, either by itself or when taken together with all outstanding Priority Lien Debt, does not exceed the Secured Debt Cap. The consent of the Holders is not necessary under this Indenture to approve the particular form of any proposed amendment or supplement. It is sufficient if such consent approves the substance of the proposed amendment or supplement. 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 Sections Section 7.02 and 9.05hereof, the Trustee 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 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, without the consent 8.02 of any Holder of Notesthis Supplemental Indenture, the Company, the Guarantors and the Trustee may amend or supplement this Indenture, the Indenture or the Notes without notice to or the Subsidiary Guaranteesconsent of any Holder of a Note: (1) to cure any ambiguity, omission, defect or inconsistencyinconsistency in the Indenture or the Notes; (2) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3) to provide for the assumption of the Company’s or a Guarantor’s obligations to the Holders of the Notes in the case of a merger or consolidation or sale of all or substantially all of the Company’s or a Guarantor’s assets; (4) to make any change that that, in the good faith opinion of the Board of Directors of the Company, would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder under the Indenture of any Holder in any material respectsuch Holder; (5) to secure the Notes or to add any Person as a Guarantoradditional Guarantors; (6) to comply with the requirements of the SEC in order to effect or maintain the qualification of this the Indenture under the TIATrust Indenture Act; (7) to conform the text of the Indenture or the Notes to any provision of the “Description of the Notes” in the Prospectus Supplement to the extent that such provision in the “Description of the Notes” in the Prospectus Supplement was intended to be a verbatim recitation of the Indenture, the Subsidiary Guarantees or the Notes; (8) to remove a Guarantor which, in accordance with the terms of this the Indenture, ceases to be liable in respect of its Subsidiary Guarantee or to evidence the release of any Guarantor permitted to be released under the terms of this Indenture or to allow any Guarantor to execute a supplemental Indenture and/or a Note Guarantee with respect to the Notes; (8) to evidence and provide for the acceptance of appointment under this Indenture by a successor TrusteeGuarantee; (9) to secure all of the Notes; (10) to add to the covenants of the Company or any Guarantor for the benefit of the Holders of Notes or to surrender any right or power conferred upon the Company or any Guarantor; (11) to conform the text of this Indenture, the Notes, the Subsidiary Guarantees 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 Notes, the Subsidiary Guarantees; (1210) to provide for the issuance of Additional additional Notes in accordance with the limitations set forth in this Indenture; orthe Indenture as of the Issue Date; (1311) to comply with the provisions of the Depositary DTC or the Trustee with respect to Article II the provisions in the Indenture and the Notes relating to transfer and exchanges of this Indenture. Upon Notes or beneficial interests in Notes; and (12) evidence and provide for the request acceptance of the Company accompanied appointment 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 Sections 7.02 and 9.05, the Trustee 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 will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwisesuccessor trustee.

Without Consent of Holders of Notes. Notwithstanding Section 9.029.02 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 Subsidiary Note Guarantees: (1a) to cure any ambiguity, omission, defect or inconsistency; (2b) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3c) to provide for the assumption of the Company’s or a Guarantor’s obligations to the Holders of the Notes and Note Guarantees in the case of a merger or consolidation or sale of all or substantially all of the Company’s or a such Guarantor’s properties or assets, as applicable; (4d) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder under this Indenture of any Holder in any material respect, including to comply with requirements of the SEC or DTC in order to maintain the transferability of the Notes pursuant to Rule 144A or Regulation S; (5) to add any Person as a Guarantor; (6e) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; (7) to remove a Guarantor which, in accordance with the terms of this Indenture, ceases to be liable in respect of its Subsidiary Guarantee or to evidence the release of any Guarantor permitted to be released under the terms of this Indenture or to allow any Guarantor to execute a supplemental Indenture and/or a Note Guarantee with respect to the Notes; (8) to evidence and provide for the acceptance of appointment under this Indenture by a successor Trustee; (9) to secure all of the Notes; (10) to add to the covenants of the Company or any Guarantor for the benefit of the Holders or to surrender any right or power conferred upon the Company or any Guarantor; (11f) to conform the text of this Indenture, the Notes, Notes or the Subsidiary Note Guarantees to any provision of the “Description of Notes” section of the Offering Memorandum, to the extent that such provision as specified in that “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Notes, the Subsidiary Guaranteesan Officers’ Certificate; (12g) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereof; (h) to secure the Notes or the Note Guarantees pursuant to the requirements of Section 4.12 hereof; (i) to add any additional Guarantee of the Notes as provided in this Indenture or otherwise, or to evidence the release of any Guarantor from its Note Guarantee as provided in this Indenture; or (13j) to comply with evidence or provide for the provisions acceptance of the Depositary or the Trustee with respect to Article II 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 indenture, and upon receipt by the Trustee of the documents described in Sections 7.02 and 9.05, the Trustee 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 will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities appointment under this Indenture or otherwiseof a successor Trustee.

Without Consent of Holders of Notes. Notwithstanding Section 9.029.02 of this Indenture, without the consent of any Holder of Notes, the CompanyIssuers, the Subsidiary Guarantors and the Trustee may amend or supplement this Indenture, the Notes or the Subsidiary Note Guarantees: (1) to cure any ambiguity, omissiondefect, defect omission or inconsistencyinconsistency in this Indenture or the Notes; (2) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3) to provide for the assumption of the Company’s Issuers’ or a Subsidiary Guarantor’s obligations to the Holders of the Notes and the Note Guarantees in the case of a merger or consolidation or sale of all or substantially all of the Company’s Issuers’ or a such Subsidiary Guarantor’s assetsassets to comply with Article 5 or Section 10.04; (3) to comply with any requirements of the SEC in connection with the qualification of this Indenture under the TIA; (4) to evidence and provide for the acceptance of an appointment by a successor Trustee; (5) 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; (6) to provide for any Guarantee of the Notes, to secure the Notes 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 this Indenture; (7) to add to the covenants of the Issuers or any Subsidiary Guarantor for the benefit of the Holders of the Notes or to surrender any right or power conferred upon the Issuers or any Subsidiary Guarantor; (8) to provide for the issuance of Additional Notes and related Guarantees in accordance with the terms of this Indenture; (9) to conform the text of this Indenture, the Notes or the Note Guarantees to any provision of the “Description of the Notes” section of the Offering Memorandum; (10) to comply with applicable Gaming Laws, to the extent that such amendment or supplement is not materially adverse to the Holders of the Notes; (11) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder of any Holder in any material respect; (5) to add any Person as a Guarantor; (6) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; (7) to remove a Guarantor which, in accordance with the terms of this Indenture, ceases to be liable in respect of its Subsidiary Guarantee or to evidence the release of any Guarantor permitted to be released under the terms of this Indenture or to allow any Guarantor to execute a supplemental Indenture and/or a Note Guarantee with respect to the Notes; (8) to evidence and provide for the acceptance of appointment under this Indenture by a successor Trustee; (9) to secure all of the Notes; (10) to add to the covenants of the Company or any Guarantor for the benefit of the Holders or to surrender any right or power conferred upon the Company or any Guarantor; (11) to conform the text of this Indenture, the Notes, the Subsidiary Guarantees 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 Notes, the Subsidiary GuaranteesHolder; (12) to provide for make any amendment to the issuance provisions of Additional 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 accordance with violation of the limitations set forth in this Indenture; orSecurities Act, or any other applicable securities law and (b) such amendment does not materially and adversely affect the rights of Holders to transfer Notes (13) to supplement any of the provisions of this Indenture to the extent necessary to permit or facilitate defeasance and discharge of the Notes; provided, that the action shall not adversely affect the interests of the Holders of Notes; (14) provide for a reduction in the minimum denominations of the Notes; or (15) comply with the provisions rules of the Depositary or the Trustee with respect to Article II of this Indentureany applicable securities depositary. Upon the request of the Company Issuers 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 Sections 7.02 and 9.059.06 hereof, the Trustee will 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 will 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, without the consent 9.02 of any Holder of Notesthis Indenture, the Company, the Guarantors (except that existing Guarantors need not execute a supplemental indenture entered into for the purposes of Section 9.01(d)) and the Trustee may amend or supplement this Indenture, the Notes Subsidiary Guarantees or the Subsidiary GuaranteesNotes without the consent of any Holder of a Note: (1a) to cure any ambiguity, omission, defect or inconsistencyinconsistency or to make a modification of a formal, minor or technical nature or to correct a manifest error; (2b) to provide for uncertificated Notes in addition to or in place of certificated NotesNotes or to alter the provisions of Article 2 hereof (including the related definitions) in a manner that does not materially adversely affect any Holder; (3c) to provide for the assumption of the Company’s or a Guarantor’s obligations to the Holders of the Notes in by a successor to the case of a merger Company pursuant to Article 5 or consolidation or sale of all or substantially all of the Company’s or a Guarantor’s assetshereof; (4d) to add Guarantees with respect to the Notes (which supplemental indenture need not be executed by existing Guarantors) or to secure the Notes; (e) to add to the covenants of the Company or any Guarantor for the benefit of the Holders of the Notes or surrender any right or power conferred upon the Company or any Guarantor; (f) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder of any Holder in any material respectof a Note; (5g) to add any Person as a Guarantor[Reserved]; (6h) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; (7) to remove a Guarantor which, in accordance with the terms of this Indenture, ceases to be liable in respect of its Subsidiary Guarantee or to evidence the release of any Guarantor permitted to be released under the terms of this Indenture or to allow any Guarantor to execute a supplemental Indenture and/or a Note Guarantee with respect to the Notes; (8) to evidence and provide for the acceptance of and appointment under this Indenture by of a successor TrusteeTrustee pursuant to the requirements hereof; (9) to secure all of the Notes; (10) to add to the covenants of the Company or any Guarantor for the benefit of the Holders or to surrender any right or power conferred upon the Company or any Guarantor; (11i) to conform the text of this Indenture, the Notes, Notes or the Subsidiary Guarantees to any provision of the “Description of the Notes” section of the Offering Memorandum, Memorandum to the extent that such provision in that “Description of Notes” was intended to be a substantially verbatim recitation of a provision of this Indenture, the Notes, Notes or the Subsidiary Guarantees; (12j) [Reserved]; (k) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture; or (13l) to comply with add customary provisions allowing for the provisions issuance of the Depositary or the Trustee with respect to Article II of this IndentureAdditional Notes into escrow. 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 Sections Section 7.02 and 9.05hereof, the Trustee will 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 will 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 9.029.02 hereof, without the consent of any Holder of Notes, the CompanyIssuer, the Guarantors Guarantors, the Trustee and the Trustee Notes Collateral Agent, as applicable, may amend or supplement this Indenture, the Escrow Agreement, the Security Documents, the Notes or the Subsidiary Note Guarantees: (1) to cure any ambiguity, mistake, omission, defect or inconsistency; (2) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3) to provide for the assumption of the CompanyIssuer’s or a any Guarantor’s obligations to the Holders of the Notes and Note Guarantees in the case of a merger merger, consolidation, amalgamation or consolidation Division or sale sale, assignment, transfer, conveyance, lease or other disposition of all or substantially all of the CompanyIssuer’s or a such Guarantor’s assets, as applicable (including an assumption of the Initial Issuer’s obligations pursuant to the Ultimate Issuer Merger); (4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder under this Indenture of any Holder in any material respect; (5) to add any Person as a Guarantor; (6) to comply with requirements of the SEC Commission in order to effect or maintain the qualification of this Indenture under the TIA, if applicable; (7) to remove a Guarantor which, in accordance with the terms of this Indenture, ceases to be liable in respect of its Subsidiary Guarantee or to evidence the release of any Guarantor permitted to be released under the terms of this Indenture or to allow any Guarantor to execute a supplemental Indenture and/or a Note Guarantee with respect to the Notes; (8) to evidence and provide for the acceptance of appointment under this Indenture by a successor Trustee; (9) to secure all of the Notes; (10) to add to the covenants of the Company or any Guarantor for the benefit of the Holders or to surrender any right or power conferred upon the Company or any Guarantor; (116) to conform the text of this Indenture, the Notes, the Subsidiary Guarantees Note Guarantees, the Escrow Agreement or the Security Documents to any provision of the “Description of the Notes” section of the Issuer’s Offering Memorandum, Memorandum relating to the extent that such provision in that “Description initial offering of Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Notes, the Subsidiary Guarantees; (127) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the Issue Date; (8) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes or the Security Documents, in each case, in accordance with the terms of this Indenture; or (139) to comply add or release Note Guarantees in accordance with the terms of this Indenture and to make, complete or confirm any grant of Collateral permitted or required by this Indenture or any of the Security Documents, or any release of Collateral pursuant to the terms of this Indenture or any of the Security Documents; (10) to secure additional extensions of credit and add additional secured creditors holding other Parity Lien Indebtedness so long as such Parity Lien Indebtedness is not prohibited by the provisions of this Indenture or any other then-existing Parity Lien Indebtedness; or (11) to add additional assets as Collateral. In addition, the Depositary Holders of the Notes shall be deemed to have consented for purposes of the Security Documents to any of the following amendments and other modifications to the Security Documents: (1) (a) to add other parties (or any authorized agent thereof or trustee therefor) holding Parity Lien Indebtedness that is incurred in compliance with the Trustee New ABL Credit Agreement, the New Term Loan Credit Agreement, this Indenture and the Security Documents and (b) to establish that the Liens on any Collateral securing such Parity Lien Indebtedness shall be pari passu under the Pari Passu Intercreditor Agreement with respect to Article II of the Liens on such Collateral securing the Obligations under this Indenture, the Notes and the Note Guarantees, all on the terms provided for in the Pari Passu Intercreditor Agreement in effect immediately prior to such amendment or other modification; (2) to establish that the Liens on any Collateral securing any Indebtedness replacing the New Term Loan Credit Agreement permitted to be incurred under this Indenture shall be pari passu to the Liens on such Collateral securing any Obligations under this Indenture, the Notes and the Note Guarantees, all on the terms provided for in the Pari Passu Intercreditor Agreement in effect immediately prior to such amendment or other modification; (3) to establish that the Liens on any Current Asset Collateral securing any Indebtedness replacing the New ABL Credit Agreement permitted to be incurred under this Indenture shall be senior to the Liens on such Current Asset Collateral securing any Obligations under this Indenture, the Notes and the Note Guarantees, and that the Liens on any Fixed Asset Collateral securing any such Indebtedness shall be junior to the Liens on such Fixed Asset Collateral securing any Obligations under this Indenture, the Notes and the Note Guarantees, all on the terms provided for in the ABL Intercreditor Agreement in effect immediately prior to such amendment or other modification; and (4) upon any cancellation or termination of the New ABL Credit Agreement without a replacement thereof, to establish that the Current Asset Collateral (in addition to the Fixed Asset Collateral) shall secure the Obligations under this Indenture, the Notes and the Note Guarantees on a first-priority basis, subject to the terms of the Pari Passu Intercreditor Agreement in effect immediately prior to such amendment or other modification. 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 indenture, and upon receipt by the Trustee and Notes Collateral Agent, if applicable, of the documents described in Sections 7.02 Section 7.02, 9.06, 13.02 and 9.0513.03 hereof, the Trustee and Notes Collateral Agent, if applicable, will join with the Company Issuer and the Guarantors Guarantors, if any, in the execution of any amended or supplemental indenture and amendment or supplement to the 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 or Notes Collateral Agent, if applicable, will not be obligated to enter into such amended or supplemental indenture or amendment or supplement to the Security Documents that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. (a) Notwithstanding Section 9.02, without the consent of any Holder of Notes, the Company, the Guarantors and the Trustee may amend or supplement this Indenture, Indenture or the Notes or without the Subsidiary Guaranteesconsent of any Holder of a Note: (1i) to cure any ambiguity, omission, defect or inconsistency; (2ii) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3iii) to provide for the assumption of the Company’s 's or a any Guarantor’s 's obligations to the Holders of the Notes in the case of a merger or consolidation or sale of all or substantially all of the Company’s 's or a such Guarantor’s 's assets; (4iv) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder under this Indenture of any Holder in any material respectsuch Holder; (5) to add any Person as a Guarantor; (6v) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; (7) to remove a Guarantor which, in accordance with the terms of this Indenture, ceases to be liable in respect of its Subsidiary Guarantee or to evidence the release of any Guarantor permitted to be released under the terms of this Indenture or to allow any Guarantor to execute a supplemental Indenture and/or a Note Guarantee with respect to the Notes; (8) to evidence and provide for the acceptance of appointment under this Indenture by a successor Trustee; (9) to secure all of the Notes; (10) to add to the covenants of the Company or any Guarantor for the benefit of the Holders or to surrender any right or power conferred upon the Company or any Guarantor; (11) to conform the text of this Indenture, the Notes, the Subsidiary Guarantees 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 Notes, the Subsidiary Guarantees; (12vi) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture; or; (13vii) to add Guarantors with respect to the Notes or to secure the Notes; (viii) to provide for a successor trustee in accordance with the terms of this Indenture or to otherwise comply with any requirement of this Indenture; (ix) to comply with the provisions rules of any applicable securities depositary; or (x) to conform any provision of this Indenture or the Notes to the text of the Depositary or section of the Trustee with respect Offering Memorandum entitled "Description of Notes" to Article II the extent that such provision was intended to be a verbatim recitation of this Indenture. the text of 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 any documents described in Sections 7.02 and 9.05requested under Section 7.02(b) hereof, the Trustee will shall join with the Company and the any 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 will 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, without the consent 9.02 of any Holder of Notesthis Indenture, the Company, the Guarantors and the Trustee may amend or supplement this Indenture, Indenture or the Notes or the Subsidiary GuaranteesNote Guarantees without the consent of any Holder of Note: (1) to cure any ambiguity, omission, defect or inconsistency; (2) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3) to provide for the assumption of the Company’s 's or a Guarantor’s 's obligations to the Holders of the Notes in and Note Guarantees by a successor to the case of a merger Company or consolidation such Guarantor pursuant to Article 5 or sale of all or substantially all of the Company’s or a Guarantor’s assetsArticle 10 hereof; (4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder of any Holder in any material respectsuch Holder; (5) to add any Person as a Guarantor; (6) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; (7) to remove a Guarantor which, in accordance with the terms of this Indenture, ceases to be liable in respect of its Subsidiary Guarantee or to evidence the release of any Guarantor permitted to be released under the terms of this Indenture or to allow any Guarantor to execute a supplemental Indenture and/or a Note Guarantee with respect to the Notes; (8) to evidence and provide for the acceptance of appointment under this Indenture by a successor Trustee; (9) to secure all of the Notes; (10) to add to the covenants of the Company or any Guarantor for the benefit of the Holders or to surrender any right or power conferred upon the Company or any Guarantor; (116) to conform the text of this Indenture, the Notes, Note Guarantees or the Subsidiary Guarantees 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, the Subsidiary Guarantees; (127) to provide for the issuance of Additional Notes or Exchange Notes in accordance with the limitations set forth in this Indenture as of the Issue Date; (8) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes; (9) to release a Guarantor as provided in this Indenture; (10) to evidence and provide the acceptance of the appointment of a successor Trustee under this Indenture; or (1311) to comply with the provisions rules of the Depositary or the Trustee with respect to Article II of this Indentureany applicable securities depositary. 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 Sections Section 7.02 and 9.05hereof, the Trustee 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 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. (a) Notwithstanding Section 9.02, the Company, the Guarantors, any other obligor under the Notes and the Trustee may modify, supplement or amend this Indenture or the Notes 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 Subsidiary Guaranteesa Note: (1) to cure any ambiguity, omission, defect or inconsistency; provided that such modification shall not adversely affect the Holders of the Notes in any material respect; (2) to provide for uncertificated Notes in addition the assumption of the obligations of the Company or any Guarantor pursuant to or in place of certificated NotesArticle Five; (3) to provide for the assumption add to, change or eliminate any of the Company’s provisions of this Indenture; provided that any such addition, change or a Guarantor’s obligations elimination shall become effective only after there are no such Notes entitled to the Holders benefit of the Notes in the case of a merger or consolidation or sale of all or substantially all of the Company’s or a Guarantor’s assetssuch provision outstanding; (4) to make any change that would provide any additional rights establish the forms or benefits to the Holders terms of the Notes or that does not adversely affect the legal rights hereunder of any Holder in any material respectissued under this Indenture; (5) to add any Person as evidence the acceptance or appointment by a Guarantorseparate Trustee or successor Trustee with respect to the Notes or otherwise; (6) to reflect the addition or release of any Guarantor from its Guarantee of the Notes, in the manner provided in this Indenture, or to secure any of the Notes or the Guarantees; (7) to comply with requirements any requirement of the SEC Commission in order to effect or maintain the qualification of this Indenture under the TIA; (7) to remove a Guarantor which, in accordance with the terms of this Indenture, ceases to be liable in respect of its Subsidiary Guarantee or to evidence the release of any Guarantor permitted to be released under the terms of this Trust Indenture or to allow any Guarantor to execute a supplemental Indenture and/or a Note Guarantee with respect to the NotesAct; (8) to evidence and provide for the acceptance of appointment under this Indenture by a successor Trusteeuncertificated Notes in addition to certificated Notes; (9) to secure all mortgage, pledge, hypothecate or grant a security interest in favor of the NotesTrustee for the benefit of the Holders of the Notes as additional security for the payment and performance of the Company’s and any 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 or for the benefit of the Trustee pursuant to this Indenture or otherwise; (10) to add to comply with the covenants rules of the Company or any Guarantor for the benefit of the Holders or to surrender any right or power conferred upon the Company or any Guarantorapplicable Depositary; (11) to conform the text of this Indenture, the Notes, Notes or the Subsidiary Guarantees to any provision of the “Description of Notes” section of in 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 Notes, the Subsidiary Guarantees;; or (12) to make any change that would provide for any additional benefit to the issuance Holders of Additional the Notes or that does not adversely affect the rights of any Holder in accordance with the limitations set forth in this Indenture; orany material respect. (13b) to comply with the provisions of the Depositary or the Trustee with respect to Article II 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 indentureCompany, and upon receipt by the Trustee of the documents described in Sections 7.02 Section 12.04 and 9.05Section 9.06, the Trustee will shall join with the Company and the Guarantors each 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 will 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 9.029.02 hereof, the Company, any Guarantor, any other obligor under the Notes and the Trustee may modify, supplement or amend this Indenture or the Notes without the consent of any Holder of Notes, a Note: (i) to evidence the succession of another Person to the Company, a Guarantor, or any other obligor under the Guarantors Notes, and the Trustee may amend assumption by any such successor of the covenants of the Company, such Guarantor or such obligor 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, any Guarantor or any other obligor under the Notes for the benefit of the Holders of the Notes, to add Events of Default or to surrender any right or power conferred upon the Company or any Guarantor or any other obligor under the Notes, as applicable, in this Indenture, in the Notes or in any Guarantee; (iii) to cure any ambiguity, omission or mistake, or to 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 Subsidiary Guarantees: (1) to cure Notes or any ambiguity, omission, defect or inconsistencyGuarantee; (2iv) to make any provision with respect to matters or questions arising under this Indenture, the Notes or any Guarantee, provided that such provisions shall not adversely affect the interest of the Holders of the Notes in any material respect; (v) to add a Guarantor or additional obligor under this Indenture or permit any Person to guarantee the Notes and/or obligations under this Indenture; (vi) to release a Guarantor as provided in this Indenture; (vii) to evidence and provide the acceptance of the appointment of a successor Trustee under this Indenture; (viii) 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 and any 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 or for the benefit of the Trustee pursuant to this Indenture or otherwise; (ix) to provide for the issuance of Additional Notes under this Indenture in accordance with the limitations set forth in this Indenture; (x) to comply with the rules of any applicable securities depositary; (xi) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3) to provide for the assumption of the Company’s or a Guarantor’s obligations to the Holders of the Notes in the case of a merger or consolidation or sale of all or substantially all of the Company’s or a Guarantor’s assets; (4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder of any Holder in any material respect; (5) to add any Person as a Guarantor; (6xii) to comply with the requirements of the SEC Commission in order to effect or maintain the qualification of this Indenture under the TIA;Trust Indenture Act; or (7) to remove a Guarantor which, in accordance with the terms of this Indenture, ceases to be liable in respect of its Subsidiary Guarantee or to evidence the release of any Guarantor permitted to be released under the terms of this Indenture or to allow any Guarantor to execute a supplemental Indenture and/or a Note Guarantee with respect to the Notes; (8) to evidence and provide for the acceptance of appointment under this Indenture by a successor Trustee; (9) to secure all of the Notes; (10) to add to the covenants of the Company or any Guarantor for the benefit of the Holders or to surrender any right or power conferred upon the Company or any Guarantor; (11xiii) to conform the text of this Indenture, the Notes, Notes or the Subsidiary Guarantees to any provision of the “Description of Notes” section of the Offering Memorandum, Memorandum to the extent that such provision in that text was intended to be a substantially verbatim recitation of the text of the “Description of Notes” was intended to be a verbatim recitation section of a provision of this Indenture, the Notes, the Subsidiary Guarantees;Offering Memorandum. (12b) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture; or (13) to comply with the provisions of the Depositary or the Trustee with respect to Article II 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 Sections 7.02 Section 12.04 and 9.05Section 9.06 hereof, the Trustee will 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 will 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, without Without the consent of any Holder of NotesHolders, the CompanyIssuer, when authorized by a resolution of the Guarantors Issuer’s Board of Directors, and the Trustee Trustee, at any time and from time to time, may amend enter into one or supplement this Indenturemore indentures supplemental hereto, in form satisfactory to the Notes or Trustee, for any of the Subsidiary Guaranteesfollowing purposes: (1) to cure any ambiguity, omissionto correct any mistake, defect to correct or inconsistencysupplement any provision in this Indenture that may be defective or inconsistent with any other provision in this Indenture, or to make other provisions in regard to matters or questions arising under this Indenture; (2) to provide for uncertificated evidence that another Person has become a successor of an Obligor and that the successor assumes such Obligor’s covenants, agreements, and obligations in this Indenture and in the Notes in addition to or in place of certificated Notesaccordance with this Indenture; (3) surrender any of the Obligors’ rights or powers under this Indenture or add to provide the Obligors’ covenants further covenants for the assumption protection of the Company’s or a Guarantor’s obligations to the Holders of the Notes in the case of a merger or consolidation or sale of all or substantially all either series of the Company’s or a Guarantor’s assetsNotes; (4) to make any change that would provide add any additional rights or benefits to Events of Default for the benefit of the Holders of the Notes all or that does not adversely affect the legal rights hereunder either series of any Holder in any material respectNotes; (5) to add conform any Person as a Guarantor; (6) to comply with requirements of the SEC provision in order to effect or maintain the qualification of this Indenture under the TIA; (7) to remove a Guarantor which, in accordance with the terms of this Indenture, ceases to be liable in respect of its Subsidiary Guarantee or to evidence the release of any Guarantor permitted to be released under the terms of this Indenture or to allow any Guarantor to execute a supplemental Indenture and/or a Note Guarantee with respect to the Notes; (8) to evidence and provide for the acceptance of appointment under this Indenture by a successor Trustee; (9) to secure all of the Notes; (10) to add to the covenants of the Company or any Guarantor for the benefit of the Holders or to surrender any right or power conferred upon the Company or any Guarantor; (11) to conform the text of this Indenture, the Notes, the Subsidiary Guarantees to any provision of the “Description of Notes” section in the Issuer’s Final Offering Memorandum, dated January 4, 2021, relating to the initial offering of the Notes (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, Indenture and the Notes, the Subsidiary Guaranteeswhich intent may be evidenced by an Officer’s Certificate to that effect; (126) to secure the Notes; (7) 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); (8) make any change that does not adversely affect the rights of any Holder of Notes; (9) to evidence and provide for the acceptance of appointment by a successor or separate trustee with respect to the Notes of one or more series and to add to or change any of the provisions of this Indenture as necessary to provide for the issuance administration of Additional Notes in accordance with this Indenture by more than one trustee, pursuant to the limitations set forth in this Indenturerequirements of Section 7.08 hereof; or (1310) to comply with the provisions requirements of the Depositary SEC in order to effect or maintain the Trustee with respect to Article II 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 indenture, and upon receipt by the Trustee of the documents described in Sections 7.02 and 9.05, the Trustee will join with the Company and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms qualification of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but under the Trustee will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwiseTIA.

Without Consent of Holders of Notes. (a) Notwithstanding Section 9.02, without the consent of any Holder of Notes, the Company, any Guarantor, any other obligor under the Guarantors Notes and the Trustee may amend or supplement this Indenture, Indenture or the Notes or without the Subsidiary Guaranteesconsent of any Holder of a Note: (1) to evidence the succession of another Person to the Company, a Guarantor, or any other obligor under the Notes, and the assumption by any such successor of the covenants of the Company, such Guarantor or such obligor in this Indenture and in the Notes and in any Guarantee in accordance with Section 5.01; (2) to add to the covenants of the Company, any Guarantor or any other obligor under the Notes for the benefit of the Holders of the Notes, to add Events of Default or to surrender any right or power conferred upon the Company or any Guarantor or any other obligor under the Notes, as applicable, in this Indenture, in the Notes or in any Guarantee; (3) to cure any ambiguity, omissionomission or mistake, 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; (24) to make any provision with respect to matters or questions arising under this Indenture, the Notes or any Guarantee; provided that such provisions shall not adversely affect the interest of the Holders of the Notes in any material respect; (5) to add a Guarantor or additional obligor under this Indenture or permit any Person to guarantee the Notes and/or obligations under this Indenture; (6) to release a Guarantor as provided in this Indenture; (7) to evidence and provide the acceptance of the appointment of a successor Trustee under this Indenture; (8) 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 or any 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 or for the benefit of the Trustee pursuant to this Indenture or otherwise; (9) to provide for the issuance of Additional Notes under this Indenture in accordance with the limitations set forth in this Indenture; (10) to comply with the rules of any applicable securities depositary; (11) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3) to provide for the assumption of the Company’s or a Guarantor’s obligations to the Holders of the Notes in the case of a merger or consolidation or sale of all or substantially all of the Company’s or a Guarantor’s assets; (4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder of any Holder in any material respect; (5) to add any Person as a Guarantor; (612) to comply with the requirements of the SEC Commission in order to effect or maintain the qualification of this Indenture under the TIATrust Indenture Act; (7) to remove a Guarantor which, in accordance with the terms of this Indenture, ceases to be liable in respect of its Subsidiary Guarantee or to evidence the release of any Guarantor permitted to be released under the terms of this Indenture or to allow any Guarantor to execute a supplemental Indenture and/or a Note Guarantee with respect to the Notes; (8) to evidence and provide for the acceptance of appointment under this Indenture by a successor Trustee; (9) to secure all of the Notes; (10) to add to the covenants of the Company or any Guarantor for the benefit of the Holders or to surrender any right or power conferred upon the Company or any Guarantor; (1113) to conform the text of this Indenture, the Notes, Notes or the Subsidiary Guarantees to any provision of the section entitled, “Description of the Notes,” section of in 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 Notes, the Subsidiary Guarantees;; or (1214) to provide for the issuance reorganization of Additional Notes the Parent Guarantor or the Company as any other form of entity in accordance with the limitations set forth in this Indenture; orSection 5.01(d). (13b) to comply with the provisions of the Depositary or the Trustee with respect to Article II 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 Sections 7.02 Section 12.04 and 9.05Section 9.06, the Trustee will 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 will 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. (c) Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed by the Company, the Guarantors and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 9.02.

Without Consent of Holders of Notes. Notwithstanding Section 9.02, without the consent 12.02 of any Holder of Notesthis Indenture, the Company, the Guarantors Guarantor and the Trustee may amend or supplement this Indenture, the Notes or the Subsidiary GuaranteesNote Guarantee without the consent of any Holder of a Note: (1a) to cure any ambiguity, omission, defect or inconsistency; provided, however, that such cure does not adversely affect the interests of the Holders; (2b) to provide for uncertificated Notes in addition to or in place of certificated NotesNotes or to alter the provisions of ARTICLE 2 hereof (including the related definitions) in a manner that does not adversely affect any Holder; (3c) to provide for the assumption of the Company’s or a the Guarantor’s obligations to the Holders of the Notes in under this Indenture, the case of Notes and the Note Guarantee by a merger successor to the Company or consolidation the Guarantor pursuant to ARTICLE 6 or sale of all or substantially all of the Company’s or a Guarantor’s assetsARTICLE 14 hereof; (4d) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder or under the Notes or the Note Guarantee of any Holder in any material respect;of the Note; or (5) to add any Person as a Guarantor; (6e) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; (7) . In determining whether the Holders of the requisite Principal Amount of outstanding Notes are present at a meeting of Holders of Notes for quorum purposes or have consented to remove a Guarantor whichor voted in favor of any request, in accordance demand, authorization, direction, notice, consent, waiver, amendment or modification hereunder, Notes held for the account of the Company, or for any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the terms of this IndentureCompany, ceases shall be disregarded and deemed not to be liable in respect of its Subsidiary Guarantee or to evidence the release of any Guarantor permitted outstanding; provided, however, that no Holder shall be deemed to be released directly or indirectly controlling or controlled by or under the terms of this Indenture direct or to allow any Guarantor to execute a supplemental Indenture and/or a Note Guarantee indirect common control with respect to the Notes; (8) to evidence and provide for the acceptance of appointment under this Indenture by a successor Trustee; (9) to secure all of the Notes; (10) to add to the covenants of the Company or any Guarantor for the benefit solely by reason of the Holders or to surrender any right or power conferred upon the Company or any Guarantor; (11) to conform the text ownership of such Notes. A change in a defined term used in this Indenture, the Notes, the Subsidiary Guarantees 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 Section shall be deemed to be a verbatim recitation of a provision of change to this Indenture, the Notes, the Subsidiary Guarantees; (12) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture; or (13) to comply with the provisions of the Depositary or the Trustee with respect to Article II of this IndentureSection. 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 Sections 7.02 and 9.05Section 12.06 hereof, the Trustee will 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 will 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 9.029.02 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 Subsidiary Note Guarantees: (1a) to cure any ambiguity, omission, defect or inconsistency; (2b) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3c) to provide for the assumption of the Company’s or a Guarantor’s obligations to the Holders of the Notes and Note Guarantees in the case of a merger or consolidation or sale disposition of all or substantially all of the Company’s or a such Guarantor’s properties or assets, as applicable; (4d) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder under this Indenture of any Holder Holder, including to comply with requirements of the SEC or DTC in any material respectorder to maintain the transferability of the Notes pursuant to Rule 144A or Regulation S; (5) to add any Person as a Guarantor; (6e) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; (7) to remove a Guarantor which, in accordance with the terms of this Indenture, ceases to be liable in respect of its Subsidiary Guarantee or to evidence the release of any Guarantor permitted to be released under the terms of this Indenture or to allow any Guarantor to execute a supplemental Indenture and/or a Note Guarantee with respect to the Notes; (8) to evidence and provide for the acceptance of appointment under this Indenture by a successor Trustee; (9) to secure all of the Notes; (10) to add to the covenants of the Company or any Guarantor for the benefit of the Holders or to surrender any right or power conferred upon the Company or any Guarantor; (11f) to conform the text of this Indenture, the Notes, Notes or the Subsidiary Note Guarantees 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 Notes, the Subsidiary Guarantees; (12g) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereof; (h) to secure the Notes or the Note Guarantees pursuant to the requirements of Section 4.12 hereof; (i) to add any additional Guarantor or to evidence the release of any Guarantor from its Note Guarantee, in each case as provided in this Indenture; or (13j) to comply with evidence or provide for the provisions acceptance of the Depositary or the Trustee with respect to Article II appointment under this Indenture of this Indenturea 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 indentureCompany, and upon receipt by the Trustee of the documents described in Sections Section 7.02 and 9.05hereof, the Trustee 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 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 9.029.02 hereof, the Company, the Guarantors, the Trustee and the Collateral Agent may amend or supplement the Notes Documents 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 Subsidiary GuaranteesNote: (1) to cure any ambiguity, omission, mistake, defect or inconsistency; (2) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3) to provide for the assumption of the Company’s or a Guarantor’s obligations to the Holders of the Notes in and Note Guarantees by a successor to the case of a merger Company or consolidation such Guarantor pursuant to Article 5 or sale of all or substantially all of the Company’s or a Guarantor’s assetsArticle 10 hereof; (4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder under this Indenture of any such Holder in any material respectas determined by the Board of Directors evidenced by a resolution thereof and Officers’ Certificate delivered to the Trustee; (5) to add any Person as a Guarantor; (6) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; (7) to remove a Guarantor which, in accordance with the terms of this Indenture, ceases to be liable in respect of its Subsidiary Guarantee or to evidence the release of any Guarantor permitted to be released under the terms of this Indenture or to allow any Guarantor to execute a supplemental Indenture and/or a Note Guarantee with respect to the Notes; (8) to evidence and provide for the acceptance of appointment under this Indenture by a successor Trustee; (9) to secure all of the Notes; (10) to add to the covenants of the Company or any Guarantor for the benefit of the Holders or to surrender any right or power conferred upon the Company or any Guarantor; (11) to conform the text of this Indenture, the Notes, the Subsidiary Guarantees 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 Notes, the Subsidiary Guarantees; (126) to provide for the issuance of Additional Notes and PIK Notes in each case in accordance with the limitations set forth in this Indenture; (7) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes or to evidence the release of any Guarantor from its Note Guarantee, in each case in accordance with this Indenture; (8) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation to facilitate the issuance and administration of the Notes; provided, however, that (i) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer Notes as determined by the Board of Directors evidenced by a resolution thereof and Officers’ Certificate delivered to the Trustee; (9) to add security to or for the benefit of the Notes and, in the case of the Collateral Documents, to or for the benefit of the other secured parties named therein, or to conform and evidence the release, termination or discharge of the Liens securing the Notes Debt when such release, termination or discharge is permitted by this Indenture and the other Note Documents or as required by the Intercreditor Agreement; (10) to modify the Collateral Documents to secure additional extensions of credit and add additional secured creditors not prohibited by the provisions of this Indenture; (11) to make, complete or confirm any grant of Collateral permitted or required by any of the Notes Documents; (12) to comply with the requirements of the Depositary (including its nominees) with respect to transfers of beneficial interests in the Notes; or (13) to comply with evidence and provide for the provisions acceptance and appointment under this Indenture of a successor Trustee or Collateral Agent thereunder pursuant to the Depositary or the Trustee with respect to Article II of this Indenturerequirements thereof. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended amendment or supplemental indenturesupplement to this Indenture or any other Notes Document, and upon receipt by the Trustee and the Collateral Agent of the documents described in Sections Section 7.02 and 9.05hereof, the Trustee and the Collateral Agent will join with the Company and the Guarantors in the execution of any amended such amendment or supplemental indenture supplement to this Indenture or such other Notes Document authorized or permitted by the terms of this Indenture and the other Notes Documents to make any further appropriate agreements and stipulations that may be therein contained, but neither the Trustee nor the Collateral Agent will not be obligated to enter into such amended any amendment or supplemental indenture supplement to this Indenture or any other Notes Document that affects its own rights, duties or immunities under this Indenture Indenture, the other Notes Documents, or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 9.02, without the consent 9.02 of any Holder of Notesthis Indenture, the Company, the Guarantors and the Trustee may amend or supplement this Indenture, Indenture or the Notes or the Subsidiary Guaranteesnote guarantees without the consent of any Holder of Note: (1) to cure any ambiguity, omission, defect or inconsistency; (2) to provide for the assumption by a successor corporation of the obligations of the Company under this Indenture; (3) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3; provided, however, that the uncertificated Notes are issued in registered form for purposes of Section 163(f) to provide for the assumption of the Company’s Code, or in a Guarantor’s obligations to manner such that the Holders uncertificated Notes are described in Section 163(f)(2)(B) of the Notes in the case of a merger or consolidation or sale of all or substantially all of the Company’s or a Guarantor’s assetsCode; (4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder of any Holder in any material respect; (5) to add any Person as a Guarantor; (6) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; (7) to remove a Guarantor which, in accordance with the terms of this Indenture, ceases to be liable in respect of its Subsidiary Guarantee or to evidence the release of any Guarantor permitted to be released under the terms of this Indenture or to allow any Guarantor to execute a supplemental Indenture and/or a Note Guarantee Guarantees with respect to the Notes; (8) to evidence and provide for the acceptance of appointment under this Indenture by a successor Trustee; (9) , to secure all of the Notes; (10) , to add to the covenants of the Company or any Guarantor for the benefit of the Holders or to surrender any right or power conferred upon the Company or any GuarantorCompany; (115) to make any change that does not adversely affect the rights of any Holder; (6) to comply with any requirement of the SEC in connection with the qualification of this Indenture under the TIA; or (7) to conform the text of this Indenture, the Notes, note guarantees or the Subsidiary Guarantees Notes to any provision of the “Description of Notes” section of the Offering Memorandum, Notes to the extent that such provision in that “the Description of Notes” Notes was intended to be a verbatim recitation of a provision of this Indenture, the Notes, the Subsidiary Guarantees; (12) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture; or (13) to comply with the provisions of the Depositary note guarantees or the Trustee with respect to Article II of this IndentureNotes. 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 Sections Section 7.02 and 9.05hereof, the Trustee 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 may in its discretion, but will not be obligated to 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, without 9.02 of this Indenture and subject to the consent of any Holder of Notesnext succeeding paragraph, the Company, the Guarantors and the Trustee may amend or supplement this Indenture, the Notes or the Subsidiary GuaranteesSecurity Documents without the consent of any Holder of a Note: (1a) to cure any ambiguity, omission, defect or inconsistency; (2b) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3c) to provide for the assumption of the Company’s 's or a any Guarantor’s 's obligations to the Holders of the Notes in the case of a merger or consolidation pursuant to Article 5 or sale of all or substantially all of the Company’s or a Guarantor’s assetsArticle 10 hereof, as applicable; (4d) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder and under the Security Documents of any Holder in any material respectof the Notes; (5) to add any Person as a Guarantor; (6e) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; (7f) to remove mortgage, pledge or grant a Security Interest in favor of the Trustee as additional security for the payment and performance of Obligations under this Indenture, the Notes and the Subsidiary Guarantees, in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a Security Interest is required to be granted pursuant to the provisions of the Security Documents or otherwise; or (g) to add or release any Guarantor which, or Pledgor strictly in accordance with the terms of this Indenture, ceases to be liable in respect of its Subsidiary Guarantee or to evidence the release of any Guarantor permitted to be released under the terms another provision of this Indenture or to allow any Guarantor to execute a supplemental Indenture and/or a Note Guarantee with respect to the Notes; (8) to evidence and provide for the acceptance of appointment under this Indenture by a successor Trustee; (9) to secure all of the Notes; (10) to add to the covenants of the Company or any Guarantor for the benefit of the Holders or to surrender any right or power conferred upon the Company or any Guarantor; (11) to conform the text of this Indenture, the Notes, the Subsidiary Guarantees to any provision of the “Description of Notes” section of the Offering Memorandum, to the extent that Security Documents expressly providing for such provision in that “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Notes, the Subsidiary Guarantees; (12) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture; or (13) to comply with the provisions of the Depositary addition or the Trustee with respect to Article II of this Indenturerelease. Upon the request of the Company accompanied by a resolution of its Board of Directors of the Company and each of the Guarantors authorizing the execution of any such amended or supplemental indentureIndenture, and upon receipt by the Trustee of the documents described in Sections Section 7.02 and 9.05hereof, the Trustee will shall join with the Company and each of 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 will 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, without the consent of any Holder of NotesHolder, the Company, the Guarantors and the Trustee may amend or supplement this Indenture, the Notes or the Subsidiary GuaranteesGuarantees : (1) to cure any ambiguity, omission, defect or inconsistency; (2) to provide for uncertificated Notes in addition to or in place of certificated NotesNotes (provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the U.S. Internal Revenue Code of 1986, as amended); (3) to provide for the assumption of the Company’s or a Guarantor’s obligations to the Holders of the Notes in the case of a merger or consolidation or sale of all or substantially all of the Company’s or a Guarantor’s assets; (4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect in any material respect the legal rights hereunder of any such Holder in any material respectunder this Indenture; (5) to add any Person as a Guarantor; provided any such supplemental indenture may be signed by the Company, the Guarantor providing the Subsidiary Guarantee and the Trustee; (6) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIATrust Indenture Act of 1939; (7) to remove a Guarantor which, in accordance with the terms of this Indenture, ceases to be liable in respect of its Subsidiary Guarantee or to evidence the release of any Guarantor permitted to be released under the terms of this Indenture or to allow any Guarantor to execute a supplemental Indenture and/or a Note Guarantee with respect to the Notes; (8) to evidence and provide for the acceptance of appointment under this Indenture by a successor Trustee; (9) to secure all of the Notes; (10) to add to the covenants of the Company or any Guarantor for the benefit of the Holders or to surrender any right or power conferred upon the Company or any Guarantor; (11) to conform the text of this Indenture, the Notes, Notes or the Subsidiary Guarantees 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 Notes, or the Subsidiary Guarantees; (12) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture; or (13) to comply with the provisions of the Depositary or the Trustee with respect to Article II 2 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 indentureCompany, and upon receipt by the Trustee of the documents described in Sections 7.02 and 9.05, the Trustee 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 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, 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 Subsidiary GuaranteesGuarantees without the consent of any Holder of a Note: (1a) to cure any ambiguity, omission, defect or inconsistency; (2b) to provide for uncertificated Notes in addition to or in place of certificated NotesNotes (provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code); (3c) to provide for the assumption of the Company’s or a Guarantor’s obligations to the Holders of the Notes in the case of a merger or consolidation or sale of all or substantially all of the Company’s assets or a Guarantor’s assets; (4d) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder of any Holder in any material respectHolder; (5e) to provide for the issuance of Additional Notes in accordance with the provisions set forth in this Indenture; (f) to add any Person as a GuarantorSubsidiary Guarantees with respect to the Notes or to secure the Notes or the Subsidiary Guarantees; (6g) to comply with the requirements of the SEC Commission in order to effect or maintain the qualification of this Indenture under the TIA; (7h) to remove a Guarantor which, in accordance with the terms of this Indenture, ceases to be liable in respect of its Subsidiary Guarantee or to evidence the release of any Guarantor permitted to be released under the terms of this Indenture or to allow any Guarantor to execute a supplemental Indenture and/or a Note Guarantee with respect to the Notes; (8) to evidence and provide for the acceptance of and appointment under this Indenture by of a successor Trustee;trustee thereunder pursuant to the requirements herein; and (9) to secure all of the Notes; (10) to add to the covenants of the Company or any Guarantor for the benefit of the Holders or to surrender any right or power conferred upon the Company or any Guarantor; (11i) to conform the text of this Indenture, the Notes, the Subsidiary Guarantees or this Indenture to any provision of the “Description of Notes” section of contained in the Offering Memorandum, Memorandum to the extent that such provision in that such “Description of Notes” section was intended to be a verbatim recitation of a provision of this Indenture, the Notes, the Subsidiary Guarantees; (12) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture; or (13) to comply with the provisions of the Depositary Guarantees or the Trustee with respect to Article II of this Indenture. Upon Subject to Section 9.06, 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 Sections Section 7.02 and 9.05hereof, the Trustee will 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 will 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, 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 Subsidiary Guarantees: (1) to cure any ambiguity, omission, defect or inconsistency; (2) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3) to provide for the assumption of the Company’s or a Guarantor’s obligations to the Holders of the Notes in the case of a merger or consolidation or sale of all or substantially all of the Company’s or a Guarantor’s assets; (4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder of any Holder in any material respect; (5) to add any Person as a Guarantor; (6) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; (7) to remove a Guarantor whichthat, in accordance with the terms of this Indenture, ceases to be liable in respect of its Subsidiary Guarantee or to evidence the release of any Guarantor permitted to be released under the terms of this Indenture or to allow any Guarantor to execute a supplemental Indenture and/or a Note Guarantee with respect to the Notes; (8) to evidence and provide for the acceptance of appointment under this Indenture by a successor Trustee; (9) to secure all of the Notes; (10) to add to the covenants of the Company or any Guarantor for the benefit of the Holders or to surrender any right or power conferred upon the Company or any Guarantor; (11) to conform the text of this Indenture, the Notes, Notes or the Subsidiary Guarantees to any provision of the “Description of Notes” section of the Offering MemorandumCircular, 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 Notes, Notes or the Subsidiary Guarantees, as set forth in an Officer’s Certificate; (12) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture; or (13) to comply with the provisions of the Depositary or the Trustee with respect to Article II 2 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 indenture, and upon receipt by the Trustee of the documents described in Sections 7.02 and 9.05, the Trustee 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 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. (a) Notwithstanding Section 9.028.02, the Company, any Guarantor, any other obligor under the Notes and the Trustee may amend or supplement the Indenture (including this Supplemental Indenture) or the Notes 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 Subsidiary Guaranteesa Note: (1) to evidence the succession of another Person to the Company, a Guarantor, or any other obligor under the Notes, and the assumption by any such successor of the covenants of the Company, such Guarantor or such obligor in the Indenture and in the Notes and in any Guarantee in accordance with Section 5.01; (2) to add to the covenants of the Company, any Guarantor or any other obligor under the Notes for the benefit of the Holders of the Notes, to add Events of Default or to surrender any right or power conferred upon the Company or any Guarantor or any other obligor under the Notes, as applicable, in this Supplemental Indenture, in the Notes or in any Guarantee; (3) to cure any ambiguity, omissionomission or mistake, defect or, subject to the first paragraph of Article Two and the last paragraph of Section 1.02, to correct or inconsistencysupplement any provision in the Indenture, the Notes or any Guarantee which may be defective or inconsistent with any other provision in the Base Indenture, this Supplemental Indenture, the Notes or any Guarantee; (24) to make any provision with respect to matters or questions arising under this Supplemental Indenture, the Notes or any Guarantee; provided that such provisions shall not adversely affect the interest of the Holders of the Notes in any material respect; (5) to add a Guarantor or additional obligor under this Supplemental Indenture or permit any Person to guarantee the Notes or obligations under this Supplemental Indenture; (6) to release a Guarantor as provided in this Supplemental Indenture; (7) to evidence and provide for the acceptance of the appointment of a successor Trustee with respect to the Notes or other series of Securities and to add to or change any of the provisions of the Indenture as shall be necessary to provide for or facilitate the administration of the trusts under the Indenture by more than one Trustee, pursuant to the requirements of Section 611 of the Base Indenture; (8) 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 or any Guarantor’s obligations under this Supplemental 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 or for the benefit of the Trustee pursuant to this Supplemental Indenture or otherwise; (9) to provide for the issuance of Additional Notes under this Supplemental Indenture in accordance with the limitations set forth in this Supplemental Indenture; (10) to comply with the rules of any applicable securities depositary; (11) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3) to provide for the assumption of the Company’s or a Guarantor’s obligations to the Holders of the Notes in the case of a merger or consolidation or sale of all or substantially all of the Company’s or a Guarantor’s assets; (4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder of any Holder in any material respect; (5) to add any Person as a Guarantor; (612) to comply with the requirements of the SEC Commission in order to effect or maintain the qualification of this the Indenture under the TIA; (7) to remove a Guarantor which, in accordance with the terms of this Indenture, ceases to be liable in respect of its Subsidiary Guarantee or to evidence the release of any Guarantor permitted to be released under the terms of this Indenture or to allow any Guarantor to execute a supplemental Indenture and/or a Note Guarantee with respect to the NotesNotes under the Trust Indenture Act; (8) to evidence and provide for the acceptance of appointment under this Indenture by a successor Trustee; (9) to secure all of the Notes; (10) to add to the covenants of the Company or any Guarantor for the benefit of the Holders or to surrender any right or power conferred upon the Company or any Guarantor; (1113) to conform the text of this the Indenture, the Notes, Notes or the Subsidiary Guarantees to any provision of the section entitled “Description of the Notes” section of in 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 Notes, the Subsidiary Guarantees;; or (1214) 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; orSection 5.01(d). (13b) to comply with the provisions of the Depositary or the Trustee with respect to Article II 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 indenture, and upon receipt by the Trustee of the documents described in Sections 7.02 Section 11.02 and 9.05Section 8.06, the Trustee will 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 Supplemental Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will shall not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Supplemental Indenture or otherwise. (c) Any this Supplemental Indenture authorized by the provisions of this Section 8.01 may be executed by the Company, the Guarantors and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 8.02.

Without Consent of Holders of Notes. (a) Notwithstanding Section 9.02, without the consent 9.02 of any Holder of Notesthis Indenture, the Company, the Guarantors Subsidiary Guarantors, and the Trustee may amend or supplement this Indenture, the Notes or the Subsidiary GuaranteesCollateral Documents without the consent of any Holder of a Note: (1i) to cure any ambiguity, omission, defect or inconsistency; (2ii) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3iii) to provide for the assumption of the Company’s or a any Subsidiary Guarantor’s obligations to the Holders of the Notes in the case of a merger or consolidation or sale of all or substantially all of the Company’s or a such Subsidiary Guarantor’s assets; (4iv) to add any additional assets as Collateral; (v) to release Collateral from the Lien of the Indenture and the Collateral Documents when permitted or required by the Collateral Documents or the Indenture; (vi) upon any amendment, waiver or consent to the First Priority Collateral Documents granting the First Priority Liens on the Collateral, amending, waiving or consenting to the comparable provisions of the Collateral Documents as and to the extent set forth in the Intercreditor Agreement; (vii) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder under this Indenture of any such Holder in any material respect; (5) to add any Person as a Guarantor; (6viii) to comply with requirements of the SEC Commission in order to effect or maintain the qualification of this Indenture under the TIA;Trust Indenture Act; or (7ix) to remove a reflect the release of any Subsidiary Guarantor which, in accordance with the terms of this Indenture, ceases to be liable in respect of from its Subsidiary Guarantee or add any Subsidiary Guarantor pursuant to evidence and in the release of any Guarantor permitted to be released under the terms of manner provided by this Indenture or to allow any Guarantor to execute a supplemental Indenture and/or a Note Guarantee with respect to the Notes;Indenture. (8) to evidence and provide for the acceptance of appointment under this Indenture by a successor Trustee; (9b) to secure all of the Notes; (10) to add to the covenants of the Company or any Guarantor for the benefit of the Holders or to surrender any right or power conferred upon the Company or any Guarantor; (11) to conform the text of this Indenture, the Notes, the Subsidiary Guarantees 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 Notes, the Subsidiary Guarantees; (12) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture; or (13) to comply with the provisions of the Depositary or the Trustee with respect to Article II 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 any documents described in Sections 7.02 and 9.05requested under Section 7.02(b) hereof, the Trustee will 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 will 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, without the consent 9.02 of any Holder of Notesthis Indenture, the Company, Issuers and the Subsidiary Guarantors and the Trustee may amend or supplement this Indenture, the Notes Guarantees, or the Subsidiary GuaranteesNotes without the consent of any Holder of a Note: (1a) to cure any ambiguity, omission, defect or inconsistency; (2b) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3c) to provide for the assumption of the Companyan Issuer’s or a Subsidiary Guarantor’s obligations Obligations to the Holders of the Notes in the case of a merger or consolidation or sale of all or substantially all of the Companysuch Issuer’s or a Guarantor’s assetsassets pursuant to Article 5 hereof; (4d) to add or release Subsidiary Guarantors pursuant to the terms of this Indenture; (e) to make any change that would provide any additional rights or benefits to the Holders of the Notes or surrender any right or power conferred upon the Issuers or the Subsidiary Guarantors by this Indenture that does not adversely affect the legal rights hereunder of any Holder in of the Notes, provided that any material respectchange to conform this Indenture to the Offering Memorandum shall not be deemed to adversely affect such rights; (5f) to add any Person as a Guarantorprovide for the issuance of additional Notes in accordance with the limitations set forth in this Indenture; (6g) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; (7h) to remove a Guarantor which, in accordance with the terms of this Indenture, ceases to be liable in respect of its Subsidiary Guarantee evidence or to evidence the release of any Guarantor permitted to be released under the terms of this Indenture or to allow any Guarantor to execute a supplemental Indenture and/or a Note Guarantee with respect to the Notes; (8) to evidence and provide for the acceptance of appointment under this Indenture by of a successor Trustee; (9i) to add any additional Events of Default; (j) to secure all of the Notes; (10) to add to Notes and/or the covenants of the Company or any Guarantor for the benefit of the Holders or to surrender any right or power conferred upon the Company or any Guarantor; (11) to conform the text of this Indenture, the Notes, the Subsidiary Guarantees 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 Notes, the Subsidiary Guarantees; (12) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture; or (13k) to comply with the provisions rules of the Depositary or the Trustee with respect to Article II of this Indentureany applicable Depositary. Upon the request of the Company Issuers accompanied by a resolution of its the Board of Directors of the General Partner (in the case of the Company), and of the Board of Directors of Finance Co and each of the Subsidiary Guarantors (in the case of Finance Co and the Subsidiary Guarantors), authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Sections 7.02 and 9.05Section 7.02(b) hereof stating that such amended or supplemental indenture complies with this Section 9.01, the Trustee will shall join with the Company Issuers and each of 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 will 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 9.029.02 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 Subsidiary Note Guarantees: (1a) to cure any ambiguity, omission, defect or inconsistency; (2b) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3c) to provide for the assumption of the Company’s or a Guarantor’s obligations to the Holders of the Notes and Note Guarantees in the case of a merger or consolidation or sale disposition of all or substantially all of the Company’s or a such Guarantor’s properties or assets, as applicable; (4d) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder under this Indenture of any Holder Holder, including to comply with requirements of the SEC or DTC in any material respectorder to maintain the transferability of the Notes pursuant to Rule 144A or Regulation S; (5) to add any Person as a Guarantor; (6e) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; (7) to remove a Guarantor which, in accordance with the terms of this Indenture, ceases to be liable in respect of its Subsidiary Guarantee or to evidence the release of any Guarantor permitted to be released under the terms of this Indenture or to allow any Guarantor to execute a supplemental Indenture and/or a Note Guarantee with respect to the Notes; (8) to evidence and provide for the acceptance of appointment under this Indenture by a successor Trustee; (9) to secure all of the Notes; (10) to add to the covenants of the Company or any Guarantor for the benefit of the Holders or to surrender any right or power conferred upon the Company or any Guarantor; (11f) to conform the text of this Indenture, the Notes, Notes or the Subsidiary Note Guarantees to any provision of the “Description of Notesnotes” 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 Notes, the Subsidiary Guarantees; (12g) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereof; (h) to secure the Notes or the Note Guarantees pursuant to the requirements of Section 4.12 hereof; (i) to add any additional Guarantor or to evidence the release of any Guarantor from its Note Guarantee, in each case as provided in this Indenture; (j) to evidence or provide for the acceptance of appointment under this Indenture of a successor Trustee; or (13k) to comply with the provisions of the Depositary or the Trustee make any provision with respect to Article II of matters or questions arising under this Indenture, the Notes or any Note Guarantee; provided that such provisions shall not adversely affect the interest of the Holders in any material respect. 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 Sections Section 7.02 and 9.05hereof, the Trustee 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 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 9.029.02 of this Indenture, without the consent of any Holder of Notes, the CompanyIssuer, the Guarantors and the Trustee may amend or supplement this Indenture, the Notes Notes, the Note Guarantees or the Subsidiary GuaranteesSecurity Documents: (1) to cure any ambiguity, omissionmistake, defect or inconsistency; (2) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3) to provide for the assumption of the CompanyIssuer’s or a Guarantor’s obligations to the Holders of the Notes in and Note Guarantees by a successor to the case of a merger Issuer or consolidation such Guarantor pursuant to Article 5 or sale of all or substantially all of the Company’s or a Guarantor’s assetsArticle 10 hereof; (4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder of any Holder in any material respectHolder; (5) to add any Person as a Guarantor; (6) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; (7) to remove a Guarantor which, in accordance with the terms of this Indenture, ceases to be liable in respect of its Subsidiary Guarantee or to evidence the release of any Guarantor permitted to be released under the terms of this Indenture or to allow any Guarantor to execute a supplemental Indenture and/or a Note Guarantee with respect to the Notes; (8) to evidence and provide for the acceptance of appointment under this Indenture by a successor Trustee; (9) to secure all of the Notes; (10) to add to the covenants of the Company or any Guarantor for the benefit of the Holders or to surrender any right or power conferred upon the Company or any Guarantor; (116) to conform the text of this Indenture, the Notes, the Subsidiary Note Guarantees or the Security Documents to any provision of the “Description of Notes” section of the Issuer’s Offering MemorandumMemorandum dated April 30, 2010, relating to the initial offering of the Notes, to the extent that such provision in that the “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Notes, the Subsidiary GuaranteesNote Guarantees or the Security Documents, which intent may be evidenced by an Officers’ Certificate to that effect; (127) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereof; (8) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes; (9) to mortgage, pledge, hypothecate or grant any other Lien in favor of the Collateral Agent for the benefit of the Trustee on behalf of the Holders of the Notes, as additional security for the payment and performance of all or any portion of the Second Priority Obligations, in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a Lien is required hereunder to be granted to or for the benefit of the Trustee or the Collateral Agent, any of the Security Documents or otherwise; (10) to provide for the release of Collateral from the Lien hereunder and the Security Documents when permitted or required by the Security Documents or this Indenture; or (1311) to comply with secure any Permitted Additional Pari Passu Obligations under the provisions of Security Documents and to appropriately include the Depositary or same in the Trustee with respect to Article II of this IndentureIntercreditor Agreement. Upon the request of the Company Issuer accompanied by a resolution of its the Issuer’s Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Sections Section 7.02 and 9.05hereof, the Trustee will join with the Company Issuer 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 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, without the consent 9.02 of any Holder of Notesthis Indenture, the Company, Issuers and the Subsidiary Guarantors and the Trustee may amend or supplement this Indenture, the Notes Guarantees, or the Subsidiary GuaranteesNotes without the consent of any Holder of a Note: (1a) to cure any ambiguity, omission, defect or inconsistency; (2b) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3c) to provide for the assumption of the Companyan Issuer’s or a Subsidiary Guarantor’s obligations to the Holders of the Notes in the case of a merger or consolidation or sale of all or substantially all of the Companysuch Issuer’s or a Guarantor’s assetsassets pursuant to Article 5 hereof; (4d) to add or release Subsidiary Guarantors pursuant to the terms of this Indenture; (e) to make any change that would provide any additional rights or benefits to the Holders of the Notes or surrender any right or power conferred upon the Issuers or the Subsidiary Guarantors by this Indenture that does not adversely affect the legal rights hereunder of any Holder in of the Notes, provided that any material respectchange to conform this Indenture to the Offering Memorandum shall not be deemed to adversely affect such rights; (5f) to add any Person as a Guarantorprovide for the issuance of additional Notes in accordance with the limitations set forth in this Indenture; (6g) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; (7h) to remove a Guarantor which, in accordance with the terms of this Indenture, ceases to be liable in respect of its Subsidiary Guarantee evidence or to evidence the release of any Guarantor permitted to be released under the terms of this Indenture or to allow any Guarantor to execute a supplemental Indenture and/or a Note Guarantee with respect to the Notes; (8) to evidence and provide for the acceptance of appointment under this Indenture by of a successor Trustee; (9) to secure all of the Notes; (10i) to add to the covenants any additional Events of the Company or any Guarantor for the benefit of the Holders or to surrender any right or power conferred upon the Company or any Guarantor; (11) to conform the text of this Indenture, the Notes, the Subsidiary Guarantees 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 Notes, the Subsidiary Guarantees; (12) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this IndentureDefault; or (13j) to comply with secure the provisions of Notes and/or the Depositary or the Trustee with respect to Article II of this IndentureGuarantees. Upon the request of the Company Issuers accompanied by a resolution of its the Board of Directors of the General Partner (in the case of the Partnership), and of the Board of Directors of MarkWest Finance and each of the Subsidiary Guarantors (in the case of MarkWest Finance and the Subsidiary Guarantors), authorizing the execution of any such amended or supplemental indentureIndenture, and upon receipt by the Trustee of the documents described in Sections 7.02 and 9.05Section 9.06 hereof, the Trustee will shall join with the Company Issuers and each of 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 will 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, without the consent of any Holder of NotesHolder, the Company, the Guarantors Guarantors, the Trustee and the Trustee Notes Collateral Agent may amend or supplement this Indenture, the Notes Notes, the Subsidiary Guarantees or the Subsidiary GuaranteesSecurity Documents: (1) to cure any ambiguity, omission, defect or inconsistency; (2) to provide for uncertificated Notes in addition to or in place of certificated NotesNotes (provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the U.S. Internal Revenue Code of 1986, as amended); (3) to provide for the assumption of the Company’s or a Guarantor’s obligations to the Holders of the Notes in the case of a merger or consolidation or sale of all or substantially all of the Company’s or a Guarantor’s assets; (4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect in any material respect the legal rights hereunder of any such Holder in any material respectunder this Indenture, the Notes Security Agreement, the Intercreditor Agreement and/or each other Security Document, as applicable; (5) to add any Person as a Guarantor; provided any such supplemental indenture may be signed by the Company, the Guarantor providing the Subsidiary Guarantee and the Trustee; (6) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIATrust Indenture Act of 1939; (7) to remove a Guarantor which, in accordance with the terms of this Indenture, ceases to be liable in respect of its Subsidiary Guarantee or to evidence the release of any Guarantor permitted to be released under the terms of this Indenture or to allow any Guarantor to execute a supplemental Indenture and/or a Note Guarantee with respect to the Notes; (8) to evidence and provide for the acceptance of appointment under this Indenture by a successor Trustee; (9) to secure all of the Notes; (10) to add to the covenants of the Company or any Guarantor for the benefit of the Holders or to surrender any right or power conferred upon the Company or any Guarantor; (11) to conform the text of this Indenture, the Notes, or the Subsidiary Guarantees 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 Notes, or the Subsidiary Guarantees; (12) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture; or; (13) to comply with the provisions of the Depositary or the Trustee with respect to Article II 2 of this Indenture; or (14) to add additional assets as Collateral, to release Collateral from the Lien pursuant to this Indenture and the Security Documents when permitted or required by this Indenture, the Security Documents and/or the Intercreditor Agreement or to modify the Security Documents and/or the Intercreditor Agreement to secure additional extensions of credit and add additional secured creditors holding Obligations that are permitted to constitute Pari Passu Secured Indebtedness or Junior Lien Indebtedness pursuant to 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 indentureCompany, and upon receipt by the Trustee of the documents described in Sections 7.02 and 9.05, the Trustee 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 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. (a) Notwithstanding Section 9.029.02 hereof, without the consent of any Holder of Notes, the Company, the Guarantors and the Trustee and/or the Collateral Trustee, as applicable, may amend or supplement this the Indenture, the Notes Notes, the Intercreditor Agreement or the Subsidiary Guaranteesany Security Document: (1i) to cure any ambiguity, omission, defect or inconsistency; (2ii) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3iii) to provide for the assumption of the Company’s or a any Guarantor’s obligations to the Holders of the Notes in accordance with this Indenture in the case of a merger or consolidation or sale of all or substantially all of the Company’s or a such Guarantor’s assets; (4iv) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not materially, in the good faith determination of the Board of Directors of the Company, adversely affect the legal rights hereunder under this Indenture, any Guarantee, the Intercreditor Agreement or any Security Document of any Holder in any material respectsuch Holder; (5) to add any Person as a Guarantor; (6v) to comply with requirements of the SEC Commission in order to effect or maintain the qualification of this Indenture under the TIA; (7vi) to remove a Guarantor which, in accordance comply with the terms of this Indenture, ceases to be liable in respect of its Subsidiary Guarantee or to evidence the release of any Guarantor permitted to be released provisions described under the terms of this Indenture or to allow any Guarantor to execute a supplemental Indenture and/or a Note Guarantee with respect to the NotesSection 4.17 hereof; (8) vii) to evidence and provide for the acceptance of appointment under this Indenture by a successor Trustee; (9) to secure all of the Notes; (10) to add to the covenants of the Company or any Guarantor for the benefit of the Holders or to surrender any right or power conferred upon the Company or any Guarantor; (11) to conform the text of this Indenture, the Notes, the Subsidiary Guarantees 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 Notes, the Subsidiary Guarantees; (12viii) to provide for the issuance of Additional Notes in accordance with this Indenture; (ix) to conform this Indenture, the limitations set forth Notes or the Notes Guarantee to any provision of the “Description of the Notes” contained in this Offering Memorandum to the extent such provision is intended to be a verbatim recitation thereof; (x) to mortgage, pledge, hypothecate or grant any other Lien in favor of the Collateral Trustee for the benefit of the Trustee on behalf of the Holders of the Notes, as additional security for the payment and performance of all or any portion of the Note Obligations, in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a Lien is required to be granted to or for the benefit of the Trustee or the Collateral Trustee pursuant to the Indenture, any of the Security Documents or otherwise; (xi) 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 the Indenture; or (13xii) to comply with secure any Priority Lien Debt under the provisions of Security Documents and to appropriately include the Depositary or same in the Trustee with respect to Article II of this Indenture. Intercreditor Agreement. (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 documents described in Sections 7.02 and 9.0513.04 hereof, the Trustee will 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 will 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, the Company, the Guarantors, any other obligor under the Notes and the Trustee may modify, supplement or amend this Indenture or the Notes 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 Subsidiary Guaranteesa Note: (1) to cure any ambiguity, omission, defect or inconsistency; provided that such modification shall not adversely affect the Holders of the Notes in any material respect; (2) to provide for the assumption of the obligations of the Company or any Guarantor pursuant to Article Five; (3) to establish the forms or terms of the Notes issued under this Indenture; (4) to evidence the acceptance or appointment by a separate Trustee or successor Trustee with respect to the Notes or otherwise; (5) to reflect the addition or release of any Guarantor from its Guarantee of the Notes, in the manner provided in this Indenture, or to secure any of the Notes or the Guarantees; (6) to comply with any requirement of the Commission in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act; (7) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3) 8) to provide mortgage, pledge, hypothecate or grant a security interest in favor of the Trustee for the assumption benefit of the Company’s or a Guarantor’s obligations to the Holders of the Notes in as additional security for the case of a merger or consolidation or sale of all or substantially all payment and performance of the Company’s or a and any 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 or for the benefit of the Trustee pursuant to this Indenture or otherwise; (49) to comply with the rules of any applicable Depositary; (10) to conform the text of this Indenture, the Notes or the Guarantees to any provision of the “Description of Notes” section in the Offering Memorandum; or (11) to make any change that would provide any additional rights or benefits benefit to the Holders of the Notes or that does not adversely affect the legal rights hereunder of any Holder in any material respect;. (5b) to add any Person as a Guarantor; (6) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; (7) to remove a Guarantor which, in accordance with the terms of this Indenture, ceases to be liable in respect of its Subsidiary Guarantee or to evidence the release of any Guarantor permitted to be released under the terms of this Indenture or to allow any Guarantor to execute a supplemental Indenture and/or a Note Guarantee with respect to the Notes; (8) to evidence and provide for the acceptance of appointment under this Indenture by a successor Trustee; (9) to secure all of the Notes; (10) to add to the covenants of the Company or any Guarantor for the benefit of the Holders or to surrender any right or power conferred upon the Company or any Guarantor; (11) to conform the text of this Indenture, the Notes, the Subsidiary Guarantees 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 Notes, the Subsidiary Guarantees; (12) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture; or (13) to comply with the provisions of the Depositary or the Trustee with respect to Article II 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 indentureCompany, and upon receipt by the Trustee of the documents described in Sections 7.02 Section 12.04 and 9.05Section 9.06, the Trustee will shall join with the Company and the Guarantors each 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 will 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, the Company, the Guarantors, any other obligor under the Notes and the Trustee may modify, supplement or amend this Indenture or the Notes of either series 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 Subsidiary Guaranteesa Note of such series: (1) to cure any ambiguity, omission, defect or inconsistency; provided that such modification shall not adversely affect the Holders of the Notes of such series in any material respect; (2) to provide for uncertificated Notes in addition the assumption of the obligations of the Company or any Guarantor pursuant to or in place of certificated NotesArticle Five; (3) to provide for the assumption add to, change or eliminate any of the Company’s provisions of this Indenture; provided that any such addition, change or a Guarantor’s obligations elimination shall become effective only after there are no such Notes entitled to the Holders benefit of the Notes in the case of a merger or consolidation or sale of all or substantially all of the Company’s or a Guarantor’s assetssuch provision outstanding; (4) to make any change that would provide any additional rights establish the forms or benefits to the Holders terms of the Notes or that does not adversely affect the legal rights hereunder of any Holder in any material respectissued under this Indenture; (5) to add any Person as evidence the acceptance or appointment by a Guarantorseparate Trustee or successor Trustee with respect to the Notes of such series or otherwise; (6) to reflect the addition or release of any Guarantor from its Guarantee of the Notes of such series, in the manner provided in this Indenture, or to secure any of the Notes or the Guarantees; (7) to comply with requirements any requirement of the SEC Commission in order to effect or maintain the qualification of this Indenture under the TIA; (7) to remove a Guarantor which, in accordance with the terms of this Indenture, ceases to be liable in respect of its Subsidiary Guarantee or to evidence the release of any Guarantor permitted to be released under the terms of this Trust Indenture or to allow any Guarantor to execute a supplemental Indenture and/or a Note Guarantee with respect to the NotesAct; (8) to evidence and provide for the acceptance uncertificated Notes of appointment under this Indenture by a successor Trusteesuch series in addition to certificated Notes of such series; (9) to secure all mortgage, pledge, hypothecate or grant a security interest in favor of the NotesTrustee for the benefit of the Holders of the Notes of such series as additional security for the payment and performance of the Company’s and any 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 or for the benefit of the Trustee pursuant to this Indenture or otherwise; (10) to add to comply with the covenants rules of the Company or any Guarantor for the benefit of the Holders or to surrender any right or power conferred upon the Company or any Guarantorapplicable Depositary; (11) to conform the text of this Indenture, the Notes, Notes of such series or the Subsidiary Guarantees to any provision of the “Description of Notes” section of in 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 Notes, the Subsidiary Guarantees;; or (12) to make any change that would provide for any additional benefit to the issuance Holders of Additional the Notes of such series or that does not adversely affect the rights of any Holder in accordance with the limitations set forth in this Indenture; orany material respect. (13b) to comply with the provisions of the Depositary or the Trustee with respect to Article II 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 indentureCompany, and upon receipt by the Trustee of the documents described in Sections 7.02 Section 12.04 and 9.05Section 9.06, the Trustee will shall join with the Company and the Guarantors each 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 will 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, without the consent 9.2 of any Holder of Notesthis Indenture, the Company, the Guarantors Company and the Trustee may amend or supplement this Indenture, the Notes Guarantees or the Subsidiary GuaranteesNotes without the consent of any Holder of a Note: (1a) to cure any ambiguity, omissionmistake, defect or inconsistency; (2b) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3c) to provide for the assumption of the Company’s obligations of the Company or a Guarantor’s obligations any Guarantor to the Holders of the Notes in the case of a merger or consolidation or sale of all or substantially all of the Company’s or a Guarantor’s assetstheir assets in accordance with this Indenture; (4d) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder of any Holder in any material respectHolder; (5e) to add any Person as a Guarantorprovide for the issuance of Additional Notes in accordance with the provisions set forth in this Indenture; (6f) to evidence and provide for the acceptance of an appointment of a successor trustee; (g) to comply with requirements of the SEC Commission in order to effect or maintain the qualification of this Indenture under the TIA; (7h) to remove a Guarantor which, in accordance with the terms of this Indenture, ceases to be liable in respect of its Subsidiary Guarantee or to evidence the release of any Guarantor permitted to be released under the terms of this Indenture or to allow any Guarantor to execute a supplemental Indenture and/or a Note Guarantee with respect to secure the Notes; (8) to evidence and provide for the acceptance of appointment under this Indenture by a successor Trustee; (9i) to secure all of the Notes; (10) to add to the covenants of the Company or any Guarantor and its Restricted Subsidiaries for the benefit of the Holders or to surrender any right rights or power herein conferred upon the Company or any Guarantorand its Restricted Subsidiaries; (11j) to provide for additional Guarantors, or to release a Guarantor, in each case, in accordance with the terms of the Indenture; or (k) to conform the text of this Indenture, the Notes, Guarantees or the Subsidiary Guarantees Notes to any provision of the “Description of Notesnotes” section of the Offering Memorandum, Memorandum to the extent that such text conflicts with the description of the corresponding provision in that the “Description of Notesnotes.” was intended to be a verbatim recitation of a provision of this Indenture, the Notes, the Subsidiary Guarantees; (12) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture; or (13) to comply with the provisions of the Depositary or the Trustee with respect to Article II of this Indenture. Upon the request of the Company accompanied by a resolution of its the Board of Directors authorizing the execution of any such amended or supplemental indentureIndenture, and upon receipt by the Trustee of the documents described in Sections 7.02 and 9.05Section 7.2 hereof, the Trustee will 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 will 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 9.029.02 of this Indenture, without the consent of any Holder of Notes, the CompanyPES, the Guarantors and the Trustee may amend or supplement this Indenture, the Notes or Indenture Documents without the Subsidiary Guaranteesconsent of any Holder of Notes: (1) to cure any ambiguity, omission, defect or inconsistency; (2) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3) to provide for the assumption of the CompanyPES’s or a Guarantor’s obligations to the Holders of the Notes and Note Guarantees in the case of a merger or consolidation or sale of all or substantially all of the CompanyPES’s or a such Guarantor’s assets, as applicable; (4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder under this Indenture of any Holder in any material respectsuch Holder; (5) to add any Person as a Guarantor; (6) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; (7) to remove a Guarantor which, in accordance with the terms of this Indenture, ceases to be liable in respect of its Subsidiary Guarantee or to evidence the release of any Guarantor permitted to be released under the terms of this Indenture or to allow any Guarantor to execute a supplemental Indenture and/or a Note Guarantee with respect to the Notes; (8) to evidence and provide for the acceptance of appointment under this Indenture by a successor Trustee; (9) to secure all of the Notes; (10) to add to the covenants of the Company or any Guarantor for the benefit of the Holders or to surrender any right or power conferred upon the Company or any Guarantor; (116) to conform the text of this Indenture, the NotesNote Guarantees, the Subsidiary Guarantees Security Documents, the Registration Rights Agreement, the Intercreditor Agreement or the Notes to any provision of the “Description of Notes” section of Notes in the Offering Memorandum, Circular 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 NotesNote Guarantees, the Subsidiary GuaranteesSecurity Documents, the Registration Rights Agreement, the Intercreditor Agreement or the Notes; (127) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture; (8) to allow any Guarantor to execute a supplemental Indenture and/or a Note Guarantee with respect to the Notes and to release any Guarantor from its Note Guarantee in accordance with the terms of this Indenture; (9) to make, complete or confirm any grant of Collateral permitted or required by this Indenture, the Intercreditor Agreement or any of the Security Documents or any release of Collateral that becomes effective as set forth in this Indenture, the Intercreditor Agreement or any of the Security Documents; or (1310) to comply if necessary, in connection with any addition or release of Collateral permitted under the provisions terms of the Depositary this Indenture or the Trustee with respect to Article II of this Indenture. Security Documents. (b) Upon the request of the Company PES 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 Sections 7.02 and 9.059.06 hereof, the Trustee will join with the Company PES 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 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. (c) In addition to the foregoing, Holders of the Notes, by the acceptance thereof, shall be deemed to agree that the Security Documents may be amended without the consent of any Holder or Notes in circumstances set forth in the Intercreditor Agreement.

Without Consent of Holders of Notes. Notwithstanding Section 9.029.02 of this Indenture, the Company and the Guarantors and the Trustee may modify or amend this Indenture, the Note Guarantees, or the Notes 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 Subsidiary Guaranteesa Note: (1a) to cure any ambiguity, omission, defect or inconsistency; (2) evidence the succession of another Person to provide for uncertificated Notes in addition to or in place of certificated Notes; (3) to provide for the assumption of the Company’s Company or a Guarantor’s obligations to , and the Holders assumption by any such successor of the Notes covenants of the Company or such Guarantor in this Indenture and in the case of a merger or consolidation or sale of all or substantially all of the Company’s or a Guarantor’s assets; (4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder of any Holder and in any material respect; (5) to add any Person as a Guarantor; (6) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; (7) to remove a Guarantor which, Note Guarantee in accordance with the terms provisions of this Indenture, ceases to be liable in respect of its Subsidiary Guarantee or to evidence the release of any Guarantor permitted to be released under the terms of this Indenture or to allow any Guarantor to execute a supplemental Indenture and/or a Note Guarantee with respect to the NotesSection 5.01 hereof; (8) to evidence and provide for the acceptance of appointment under this Indenture by a successor Trustee; (9) to secure all of the Notes; (10b) to add to the covenants of the Company or any Guarantor for the benefit of the Holders of the Notes, or to surrender any right or power conferred upon the Company or any Guarantor, as applicable, in this Indenture, in the Notes or in any Note Guarantee; (11c) to conform the text of cure any ambiguity, or to correct or supplement any provision in this Indenture, the Notes, the Subsidiary Guarantees to Notes or any provision of the “Description of Notes” section of the Offering Memorandum, to the extent that such Note Guarantee which may be defective or inconsistent with any other provision in that “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Notes, the Subsidiary GuaranteesNotes or any Note Guarantee; (12d) to make any other provisions with respect to matters or questions arising under this Indenture, the Notes or any Note Guarantee; provided that, in each case, such provisions shall not adversely affect the interests of the Holders of the Notes; (e) to comply with the requirements of the Commission in order to effect or maintain the qualification of this Indenture under the TIA; (f) to add a Guarantor (or any other Person providing a guarantee of the Notes) under this Indenture; (g) to evidence and provide the acceptance of the appointment of a successor Trustee under this Indenture; (h) 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 obligations under this Indenture, in any property or assets, including any of which that 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; or (i) to provide for or confirm the issuance of Additional Notes otherwise in accordance with the limitations set forth in this Indenture; or (13) to comply with the provisions of the Depositary or the Trustee with respect to Article II 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 indenture, and upon receipt by the Trustee of the documents described in Sections 7.02 and 9.05, the Trustee 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 will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwiseSection 4.09 hereof.

Without Consent of Holders of Notes. Notwithstanding Section 9.02, without the consent of any Holder of Notes9.2, the Company, any Guarantor, any other obligor under the Guarantors Notes and the Trustee may amend or supplement this Indenture, Indenture or the Notes without notice to or the Subsidiary Guarantees:consent of any Holder of a Note. (1a) to cure evidence the succession of another Person to the Company or a Guarantor, and the assumption by any ambiguity, omission, defect such successor of the covenants of the Company or inconsistencysuch Guarantor in this Indenture and in the Notes and in any Guarantee in accordance with Section 5.1; (2) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3) to provide for the assumption of the Company’s or a Guarantor’s obligations to the Holders of the Notes in the case of a merger or consolidation or sale of all or substantially all of the Company’s or a Guarantor’s assets; (4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder of any Holder in any material respect; (5) to add any Person as a Guarantor; (6) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; (7) to remove a Guarantor which, in accordance with the terms of this Indenture, ceases to be liable in respect of its Subsidiary Guarantee or to evidence the release of any Guarantor permitted to be released under the terms of this Indenture or to allow any Guarantor to execute a supplemental Indenture and/or a Note Guarantee with respect to the Notes; (8) to evidence and provide for the acceptance of appointment under this Indenture by a successor Trustee; (9) to secure all of the Notes; (10b) to add to the covenants of the Company Company, any Guarantor or any Guarantor 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 or any GuarantorGuarantor or any other obligor upon the Notes, as applicable, in this Indenture, in the Notes or in any Guarantee; (11c) to conform the text of cure any ambiguity, or to correct or supplement any provision in this Indenture, the Notes, the Subsidiary Guarantees to Notes or any provision of the “Description of Notes” section of the Offering Memorandum, to the extent that such Guarantee which may be defective or inconsistent with any other provision in that “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture, the NotesNotes or any Guarantee or make any other provisions with respect to matters or questions arising under this Indenture, the Subsidiary GuaranteesNotes or any Guarantee; provided that, in each case, such provisions shall not adversely affect the interest of the Holders of the Notes; (12d) to provide for the issuance of Additional Notes in accordance comply with the limitations set forth requirements of the Commission in order to effect or maintain the qualification of this Indenture under this Trust Indenture Act; (e) to add a Guarantor under this Indenture; (f) to evidence and provide the acceptance of the appointment of a successor Trustee under this Indenture; or (13g) to comply with the provisions mortgage, pledge, hypothecate or grant a security interest in favor of the Depositary Trustee for the benefit of the Holders of the Notes as additional security for the payment and performance of the Company's and any 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 with respect pursuant to Article II of this IndentureIndenture or otherwise. 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, and upon receipt by the Trustee of any of the documents described in Sections 7.02 and 9.05requested by it pursuant to Section 7.2(b), the Trustee will shall join with the Company and the Guarantors in the execution of any such 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 will not be obligated to enter into unless such amended or supplemental indenture that Indenture directly affects its the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its judgment, but shall not be obligated to, enter into such amended or supplemental Indenture.

Without Consent of Holders of Notes. Notwithstanding Section 9.02, without the consent 9.02 of any Holder of Notesthis Indenture, the Company, the Guarantors and the Trustee may amend or supplement this Indenture, the Notes and this Indenture or the Subsidiary GuaranteesNote Guarantees without the consent of any Holder of Notes: (1) to cure any ambiguity, omission, defect or inconsistency; (2) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3) to provide for the assumption of the Company’s or a Guarantor’s obligations to the Holders of the Notes in and Note Guarantees by a successor to the case of a merger Company or consolidation such Guarantor pursuant to Article 5 or sale of all or substantially all of the Company’s or a Guarantor’s assetsArticle 10 hereof; (4) to effect the release of a Guarantor from its Note Guarantee and the termination of such Note Guarantee, all in accordance with the provisions of this Indenture governing such release and termination; (5) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder of any Holder in any material respect; (5) to add any Person as a GuarantorHolder; (6) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; (7) to remove a Guarantor which, in accordance with the terms of this Indenture, ceases to be liable in respect of its Subsidiary Guarantee or to evidence the release of any Guarantor permitted to be released under the terms of this Indenture or to allow any Guarantor to execute a supplemental Indenture and/or a Note Guarantee with respect to the Notes; (8) to evidence and provide for the acceptance of appointment under this Indenture by a successor Trustee; (9) to secure all of the Notes; (10) to add to the covenants of the Company or any Guarantor for the benefit of the Holders or to surrender any right or power conferred upon the Company or any Guarantor; (11) to conform the text of this Indenture, the Notes, Note Guarantees or the Subsidiary Guarantees Notes to any provision of the “Description of Notes” section of the Offering Memorandum, Circular to the extent that such provision in that “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture, Indenture or the Note Guarantees or the Notes, the Subsidiary Guarantees; (12) 8) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this IndentureIndenture as of the date hereof; (9) to add any Note Guarantee; or (1310) to comply provide for a successor Trustee in accordance with the provisions of this Indenture. No amendment or supplement to the Depositary or provisions of this Indenture will: (1) be effective unless set forth in a writing signed by the Trustee with respect to Article II the consent of this Indenture. the Holders of at least a majority in principal amount of each affected Series of Secured Debt then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, any Series of Secured Debt), voting as a separate class; or (2) be effective without the written consent of the Company Any such amendment or supplement that imposes any obligation upon the Collateral Trustee or adversely affects the rights of the Collateral Trustee in its individual capacity will become effective only with the consent of the Collateral Trustee Upon the request of the Company accompanied by a resolution of its the Board of Directors of its General Partner authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Sections Section 7.02 and 9.05hereof, the Trustee 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 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, 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 Subsidiary GuaranteesNote Guarantees without the consent of any Holder of a Note to: (1a) to cure any ambiguity, omissiondefect, defect mistake, omission or inconsistencyinconsistency as evidenced in an Officers’ Certificate; (2b) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3) to provide for the assumption of the Company’s or a Guarantor’s obligations to the Holders of the Notes in or Note Guarantees, as applicable, by a Successor to the case of a merger or consolidation or sale of all or substantially all of the Company’s Company or a Guarantor’s assetssuccessor to such Guarantor pursuant to Article 5; (4c) provide for uncertificated Notes in addition to or in place of certificated Notes; (d) add any Note Guarantees with respect to the Notes and to release Note Guarantees when required or permitted by the terms of this Indenture; (e) secure the Notes; (f) add to the covenants of the Company or any Guarantor for the benefit of the Holders of all Notes or the Note Guarantees or to surrender any right or power conferred upon the Company or any Guarantor; (g) make any change that would provide any additional rights or benefits to the Holders of all of the Notes or the Note Guarantees or, in the good faith opinion of the Company, that does not adversely affect the legal rights hereunder of any Holder in of the Notes or any material respect; (5) to add any Person as a Guarantor; (6h) comply with the requirements of applicable Gaming Laws or to provide for requirements imposed by applicable Gaming Authorities; (i) comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; (7j) to remove a Guarantor which, in accordance with the terms of this Indenture, ceases to be liable in respect of its Subsidiary Guarantee or to evidence the release of any Guarantor permitted to be released under the terms of this Indenture or to allow any Guarantor to execute a supplemental Indenture and/or a Note Guarantee with respect to the Notes; (8) to evidence and provide for the acceptance of appointment under this Indenture by a successor Trustee; (9) to secure all of the Notes; (10) to add to the covenants of the Company or any Guarantor for the benefit of the Holders or to surrender any right or power conferred upon the Company or any Guarantor; (11) to conform the text of this Indenture, the Notes, Notes or the Subsidiary Note Guarantees to any provision of the “Description of Notes” section contained in any prospectus or supplemental prospectus relating to the initial offering of all of the Offering MemorandumNotes, to the extent that such provision in that “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture, Indenture or such Notes (as evidenced by an Officers’ Certificate of the Notes, the Subsidiary GuaranteesCompany and Opinion of Counsel); (12k) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture; orIndenture as of the date hereof; (13l) to comply with evidence and provide for the provisions acceptance of the Depositary or the appointment hereunder by a successor Trustee with respect to Article II the Notes and to add to or change any of the provisions of this IndentureIndenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 7.08; (m) change the Registrar or Paying Agent; and (n) remove redemption provisions included in any Notes that are no longer in effect. 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 Sections 7.02 9.06 and 9.0512.04, the Trustee will 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 will shall not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties duties, liabilities or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 9.029.02 hereof, without the consent of any Holder of Notes, the CompanyCDW, the Guarantors and the Trustee may amend or supplement this Indenture, any Guarantee and the Notes or Notes, without the Subsidiary Guaranteesconsent of any Holder: (1) to cure any ambiguity, omissionmistake, defect or inconsistency, as certified by CDW; (2) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3) to provide for the assumption by a Successor Company or a successor company of the Companya Guarantor, as applicable, of CDW’s or a such Guarantor’s obligations to the Holders of under this Indenture, the Notes in the case of a merger or consolidation or sale of all or substantially all of the Company’s or a Guarantor’s assetsany Guarantee; (4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder under this Indenture of any Holder such Holder; provided that such changes pursuant to this clause shall not adversely affect the interests of the Holders in any material respect, as determined in good faith by the Board of Directors of CDW; (5) to add any Person as a Guarantor; (6) to comply with requirements of the SEC Commission in order to effect or maintain the qualification of this Indenture under the TIATrust Indenture Act; (76) to remove a Guarantor which, provide for the issuance of Additional Notes in accordance with the terms of this IndentureIndenture (including, ceases without limitation, any changes necessary to be liable facilitate the issuance of Additional Notes for resale in respect of its Subsidiary Guarantee transactions pursuant to Rule 144A or to evidence the release of any Guarantor permitted to be released Regulation S promulgated under the terms Securities Act and any subsequent registration); (7) to add a Guarantee of this Indenture or to allow any Guarantor to execute a supplemental Indenture and/or a Note Guarantee with respect to the Notes; (8) to evidence and provide for release a Guarantor upon its sale or designation as an Unrestricted Subsidiary or other permitted release from its Guarantee; provided that such sale, designation or release is in accordance with the acceptance applicable provisions of appointment under this Indenture by a successor TrusteeIndenture; (9) to secure all mortgage, pledge, hypothecate or grant any other Lien in favor of the Notes; (10) to add to the covenants of the Company or any Guarantor Trustee for the benefit of the Holders or to surrender any right or power conferred upon of the Company Notes, as security for the payment and performance of all or any Guarantor;portion of the Obligations, in any property or assets, or otherwise to secure the Notes; or (1110) to conform the text of this Indenture, Guarantees or the Notes, the Subsidiary Guarantees Notes to any provision of the “Description of Notes” section of the Offering Memorandum, to the extent that such provision in that the “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Guarantee or Notes, the Subsidiary Guarantees; (12) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture; or (13) to comply with the provisions of the Depositary or the Trustee with respect to Article II of this Indentureas certified by CDW. Upon the request of the Company CDW accompanied by a resolution Board Resolution of its Board of Directors CDW authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Sections Section 7.02 and 9.05hereof, the Trustee will shall join with the Company CDW 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 will shall have the right, but not be obligated to to, enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, neither an Opinion of Counsel nor an Officers’ Certificate shall be required in connection with the addition of a Guarantor under this Indenture (other than as required by Section 4.15 hereof) upon execution and delivery by such Guarantor and the Trustee of a supplemental indenture to this Indenture, the form of which is attached as Exhibit C hereto.

Without Consent of Holders of Notes. (a) Notwithstanding Section 9.029.02 hereof, without the consent of any Holder of Notes, the Company, the Guarantors any Guarantor (with respect to a Note Guarantee or this Indenture) and the Trustee may amend or supplement this Indenture, the Notes or the Subsidiary Note Guarantees: (1i) to cure any ambiguity, omission, defect or inconsistency; (2ii) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3iii) to provide for the assumption of the Company’s or a Guarantor’s obligations to the Holders of the Notes in the case of a merger or consolidation or sale of all or substantially all of the Company’s or a Guarantor’s assets; (4iv) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect in any material respect the legal rights hereunder under this Indenture of any Holder in any material respectsuch Holder; (5) to add any Person as a Guarantor; (6) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; (7) to remove a Guarantor which, in accordance with the terms of this Indenture, ceases to be liable in respect of its Subsidiary Guarantee or to evidence the release of any Guarantor permitted to be released under the terms of this Indenture or to allow any Guarantor to execute a supplemental Indenture and/or a Note Guarantee with respect to the Notes; (8) to evidence and provide for the acceptance of appointment under this Indenture by a successor Trustee; (9) to secure all of the Notes; (10) to add to the covenants of the Company or any Guarantor for the benefit of the Holders or to surrender any right or power conferred upon the Company or any Guarantor; (11v) to conform the text of this Indenture, the Notes, Note Guarantees or the Subsidiary Guarantees Notes to any provision of the “Description of Notes” section of contained in the Offering Memorandum, Memorandum to the extent that such provision in that the “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Note Guarantees or the Notes, the Subsidiary Guaranteesas evidenced by an Officers’ Certificate; (12vi) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture; or; (13vii) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee; (viii) to comply with the provisions rules of any applicable securities depository; (ix) to add a co-issuer or co-obligor of the Depositary or Notes; or (x) to evidence and provide for the acceptance of appointment by a successor Trustee in accordance with respect to Article II the applicable provisions 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 indentureCompany, and upon receipt by the Trustee of the documents described in Sections 7.02 and 9.05Section 9.06 hereof, the Trustee will 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 will 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, without the consent 9.02 of any Holder of Notesthis Indenture, the Company, Issuers and the Subsidiary Guarantors and the Trustee may amend or supplement this Indenture, the Notes Guarantees, or the Subsidiary GuaranteesNotes without the consent of any Holder of a Note: (1a) to cure any ambiguity, omission, defect or inconsistency; (2b) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3c) to provide for the assumption of the Companyan Issuer’s or a Subsidiary Guarantor’s obligations to the Holders of the Notes in the case of a merger or consolidation or sale of all or substantially all of such Issuer’s assets or to provide for the Company’s or a Guarantor’s assetsreorganization of the Company as any other form of entity, pursuant to Article 5 hereof; (4d) to add or release Subsidiary Guarantors pursuant to the terms of this Indenture; (e) to make any change that would provide any additional rights or benefits to the Holders of the Notes or surrender any right or power conferred upon the Issuers or the Subsidiary Guarantors by this Indenture that does not adversely affect the legal rights hereunder of any Holder of the Notes, (f) to provide for the issuance of additional Notes in any material respectaccordance with the limitations set forth in this Indenture; (5) to add any Person as a Guarantor; (6g) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; (7h) to remove a Guarantor which, in accordance with the terms of this Indenture, ceases to be liable in respect of its Subsidiary Guarantee evidence or to evidence the release of any Guarantor permitted to be released under the terms of this Indenture or to allow any Guarantor to execute a supplemental Indenture and/or a Note Guarantee with respect to the Notes; (8) to evidence and provide for the acceptance of appointment under this Indenture by of a successor Trustee; (9i) to add any additional Events of Default; (j) to secure all of the NotesNotes and/or the Guarantees; (10k) to add to comply with the covenants rules of the Company or any Guarantor for the benefit of the Holders or to surrender any right or power conferred upon the Company or any Guarantor;applicable Depositary; or (11l) to conform the text of this Indenture, Indenture or the Notes, the Subsidiary Guarantees to any provision of the “Description of Notes” section of in the Offering Memorandum, Prospectus Supplement to the extent that such text of this Indenture or Guarantee was intended to reflect such provision in that of the “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture, in the Notes, the Subsidiary Guarantees; (12) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture; or (13) to comply with the provisions of the Depositary or the Trustee with respect to Article II of this IndentureProspectus Supplement. Upon the request of the Company Issuers accompanied by a resolution of its the Board of Directors of the General Partner (in the case of the Company), and of the Board of Directors of Finance Co and each of the Subsidiary Guarantors (in the case of Finance Co and the Subsidiary Guarantors), authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Sections 7.02 and 9.05Section 7.02(b) hereof stating that such amended or supplemental indenture complies with this Section 9.01, the Trustee will shall join with the Company Issuers and each of 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 will 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 9.029.02 hereof, without the consent of any Holder of Notes, the CompanyCDW, the Guarantors and the Trustee may amend or supplement this Nineteenth Supplemental Indenture, any Guarantee and the Notes or Notes, without the Subsidiary Guaranteesconsent of any Holder: (1) to cure any ambiguity, omissionmistake, defect or inconsistency, as certified by CDW; (2) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3) to provide for the assumption by a Successor Company or a successor company of the Companya Guarantor, as applicable, of CDW’s or a such Guarantor’s obligations to under the Holders of Indenture, the Notes in the case of a merger or consolidation or sale of all or substantially all of the Company’s or a Guarantor’s assetsany Guarantee; (4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder under the Indenture of any Holder such Holder; provided that such changes pursuant to this clause shall not adversely affect the interests of the Holders in any material respect, as determined in good faith by the Board of Directors of CDW; (5) to add any Person as a Guarantor; (6) to comply with requirements of the SEC Commission in order to effect or maintain the qualification of this the Indenture under the TIATrust Indenture Act; (6) to provide for the issuance of Additional Notes in accordance with the terms of the Indenture (including, without limitation, any changes necessary to facilitate the issuance of Additional Notes for resale in transactions pursuant to Rule 144A or Regulation S promulgated under the Securities Act and any subsequent registration); (7) to remove add a Guarantor which, in accordance with the terms Guarantee of this Indenture, ceases to be liable in respect of its Subsidiary Guarantee or to evidence the release of any Guarantor permitted to be released under the terms of this Indenture or to allow any Guarantor to execute a supplemental Indenture and/or a Note Guarantee with respect to the Notes; (8) to evidence and provide for release a Guarantor upon its sale or other permitted release from its Guarantee; provided that such sale, designation or release is in accordance with the acceptance applicable provisions of appointment under this Indenture by a successor Trusteethe Indenture; (9) to secure all mortgage, pledge, hypothecate or grant any other Lien in favor of the Notes; (10) to add to the covenants of the Company or any Guarantor Trustee for the benefit of the Holders or to surrender any right or power conferred upon of the Company Notes, as security for the payment and performance of all or any Guarantor;portion of the Obligations, in any property or assets, or otherwise to secure the Notes; or (1110) to conform the text of this Nineteenth Supplemental Indenture, Guarantees or the Notes, the Subsidiary Guarantees Notes to any provision of the “Description of Notes” section of the Offering Memorandum, to the extent that such provision in that the “Description of Notes” was intended to be a verbatim recitation of a provision of this Nineteenth Supplemental Indenture, the Guarantee or Notes, the Subsidiary Guarantees; (12) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture; or (13) to comply with the provisions of the Depositary or the Trustee with respect to Article II of this Indentureas certified by CDW. Upon the request of the Company CDW accompanied by a board resolution of its Board of Directors CDW authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Sections Section 7.02 and 9.05of the Base Indenture, as amended by Section 7.02 hereof, the Trustee will shall join with the Company CDW and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Nineteenth Supplemental Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will shall have the right, but not be obligated to to, enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Nineteenth Supplemental Indenture or otherwise. Notwithstanding the foregoing, neither an Opinion of Counsel nor an Officer’s Certificate shall be required in connection with the addition of a Guarantor under the Indenture (other than as required by Section 4.01(d) hereof) upon execution and delivery by such Guarantor and the Trustee of a supplemental indenture to this Nineteenth Supplemental Indenture, the form of which is attached as Exhibit C hereto.

Without Consent of Holders of Notes. Notwithstanding Section 9.029.02 of this Indenture, without the consent of any Holder of NotesHolder, the CompanyIssuer, the Guarantors and the Trustee may amend or supplement this Indenture, the Notes or the Subsidiary Note Guarantees: (1) to cure any ambiguity, omissionmistake, defect or inconsistency; (2) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3) to provide for the assumption of the CompanyParent’s, the Issuer’s or a any Subsidiary Guarantor’s obligations to the Holders of the Notes in the case of a merger or consolidation or sale of all or substantially all of the CompanyParent’s, the Issuer’s or a such Subsidiary Guarantor’s assets; (4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder of any Holder in any material respect; (5) to add any Person as a Guarantor; (6) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; (7) to remove a Guarantor which, in accordance with the terms of this Indenture, ceases to be liable in respect of its Subsidiary Guarantee or to evidence the release of any Guarantor permitted to be released under the terms of this Indenture or to allow any Guarantor to execute a supplemental Indenture and/or a Note Guarantee with respect to the Notes; (8) to evidence and provide for the acceptance of appointment under this Indenture by a successor Trustee; (9) to secure all of the Notes; (10) to add to the covenants of the Company or any Guarantor for the benefit of the Holders or to surrender any right or power conferred upon the Company or any Guarantor; (116) to conform the text of this Indenture, Indenture or the Notes, the Subsidiary Guarantees Notes to any provision of the “Description of the Notes” section of the Issuer’s Offering MemorandumMemorandum dated August 10, 2021, relating to the extent that such provision in that “Description offering of Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Initial Notes, the Subsidiary Guaranteesas evidenced by an Officer’s Certificate to that effect; (127) 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 or confirm the issuance of Additional Notes in accordance with the limitations set forth in this Indenture; or (139) to comply with provide for any Note Guarantee or to effect the provisions release of a Guarantor from any its obligations under its Note Guarantee or this Indenture to the Depositary or the Trustee with respect to Article II of this Indentureextent permitted hereby. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indentureIssuer, and upon receipt by the Trustee of the documents described in Sections Section 7.02 and 9.05hereof, the Trustee will join with the Company Issuer 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 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 9.029.02 of this Indenture, without the consent of any Holder of NotesHolder, the CompanyIssuer, the Guarantors and the Trustee may amend or supplement this Indenture, the Notes or the Subsidiary Note Guarantees: (1) to cure any ambiguity, omission, mistake defect or inconsistency; (2) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3) to provide for the assumption of the CompanyParent’s or a Guarantorthe Issuer’s obligations to the Holders holders of the Notes in the case of a merger or consolidation or sale of all or substantially all of the CompanyParent’s or a Guarantorthe Issuer’s assets; (4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder of any Holder in any material respectHolder; (5) to add any Person as a Guarantor; (6) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; (7) to remove a Guarantor which, in accordance with the terms of this Indenture, ceases to be liable in respect of its Subsidiary Guarantee or to evidence the release of any Guarantor permitted to be released under the terms of this Indenture or to allow any Guarantor to execute a supplemental Indenture and/or a Note Guarantee with respect to the Notes; (8) to evidence and provide for the acceptance of appointment under this Indenture by a successor Trustee; (9) to secure all of the Notes; (10) to add to the covenants of the Company or any Guarantor for the benefit of the Holders or to surrender any right or power conferred upon the Company or any Guarantor; (116) to conform the text of this Indenture, Indenture or the Notes, the Subsidiary Guarantees Notes to any provision of the “Description of the Notes” section of the Issuer’s Offering MemorandumMemorandum dated July 31, 2015, relating to the initial offering of the Notes, to the extent that such provision in that “Description of the Notes” was intended to be a verbatim recitation of a provision of this Indenture, Indenture or the Notes, the Subsidiary Guaranteeswhich intent shall be evidenced by an Officer’s Certificate to that effect; (127) 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 or confirm the issuance of Additional Notes in accordance with the limitations set forth in this IndentureIndenture as of the date hereof; or (139) to comply with the provisions of the Depositary or the Trustee provide for any Guarantee with respect to Article II the Notes or to effect the release of a Guarantor from any its obligations under its Guarantee or this IndentureIndenture to the extent permitted hereby. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indentureIssuer, and upon receipt by the Trustee of the documents described in Sections Section 7.02 and 9.05hereof, the Trustee will join with the Company and Issuer (and, with respect to an amended or supplemental indenture for the Guarantors addition of a new Guarantor pursuant to this Indenture, such new Guarantor) in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee 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, without the consent 9.02 of any Holder of Notesthis Supplemental Indenture, the Company, the Guarantors and the Trustee may amend or supplement this Indenture, the Notes or the Subsidiary GuaranteesGuarantees without the consent of any Holder of a Note: (1a) to cure any ambiguity, omission, defect or inconsistency; (2b) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3c) to provide for the assumption of the Company’s or a any Guarantor’s obligations to the Holders of the Notes in the case of a merger or consolidation or sale of all or substantially all of the Company’s or a any Guarantor’s assets; (4d) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder under the Indenture of any Holder in any material respectsuch Holder; (5e) to add any Person as a Guarantor; (6f) to comply with any requirements of the SEC Commission in order to effect or maintain the qualification of this the Indenture under the TIATrust Indenture Act; (7g) to remove a Guarantor which, in accordance with the terms of this Indenture, ceases to be liable in respect of its Subsidiary Guarantee or to evidence the release of any Guarantor permitted to be released under the terms of this Indenture or to allow any Guarantor to execute a supplemental Indenture and/or a Note Guarantee with respect to the NotesGuarantee; (8) h) to evidence and provide for the acceptance of appointment under this the Indenture by a successor Trustee; (9i) to secure all of the Notes; (10j) to add to the covenants of the Company or any Guarantor for the benefit of the Holders or to surrender any right or power conferred upon the Company or any Guarantor; (11k) to conform the text of this Supplemental Indenture, the Notes, Notes or the Subsidiary Guarantees to any provision of the “Description of the Notes” section of in the Offering Memorandum, Prospectus Supplement to the extent that such provision in that the “Description of the Notes” was intended to be a verbatim recitation of a provision of in this Supplemental Indenture, the Notes, Notes or the Subsidiary Guarantees, as set forth in an Officers’ Certificate; (12l) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this IndentureIndenture as of the Issue Date; orand (13m) to comply with the provisions of the Depositary DTC or the Trustee with respect to Article II 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 indenture, and upon receipt by the Trustee of the documents described provisions in Sections 7.02 and 9.05, the Trustee 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 the Notes relating to make any further appropriate agreements transfers and stipulations that may be therein contained, but the Trustee will not be obligated to enter into such amended exchanges of Notes or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwisebeneficial interests in Notes.

Without Consent of Holders of Notes. Notwithstanding Section 9.029.02 hereof, without the consent of any Holder of Notes, the Company, the Guarantors Guarantors, the Trustee and the Trustee Collateral Agent may amend or supplement this Indenture, the Notes Notes, any Note Guarantees or the Subsidiary GuaranteesSecurity Documents: (1) to cure any ambiguity, omission, defect mistake, defect, error or inconsistencyinconsistency contained in this Indenture, or make such other provisions in regard to matters or questions arising under this Indenture as the Board of Directors may deem necessary or desirable and that shall not materially and adversely affect the interests of the holders of the Notes; (2) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3) to provide for the assumption of the Company’s or a any Guarantor’s obligations to the Holders of the Notes and Note Guarantees in the case of a merger or consolidation or sale sale, assignment, transfer, conveyance, lease or other disposition of all or substantially all of the Company’s or a such Guarantor’s assets, as applicable; (4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder of any Holder in any material respectHolder; (5) to add any Person as a Guarantor; (6) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; (7) to remove a Guarantor which, in accordance with the terms of this Indenture, ceases to be liable in respect of its Subsidiary Guarantee or to evidence the release of any Guarantor permitted to be released under the terms of this Indenture or to allow any Guarantor to execute a supplemental Indenture and/or a Note Guarantee with respect to the Notes; (8) to evidence and provide for the acceptance of appointment under this Indenture by a successor Trustee; (9) to secure all of the Notes; (10) to add to the covenants of the Company or any Guarantor for the benefit of the Holders or to surrender any right or power conferred upon the Company or any Guarantor; (11) to conform the text of this Indenture, the Notes, the Subsidiary Note Guarantees or the Security Documents to any provision of the “Description of the Notes” section of the Company’s 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 Notes, the Subsidiary Guarantees; (126) to provide for the issuance of Additional Notes Notes, as determined in good faith by the Company, in accordance with the limitations set forth in this Indenture; (7) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes in accordance with the terms of this Indenture; (8) to evidence and provide for the acceptance and appointment under the Indenture of a successor Trustee to provide for the accession by the Trustee to any Notes documentation; (9) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation, to facilitate the issuance and administration of Notes; orprovided, however, that (i) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (ii) such amendment does not adversely affect the rights of Holders to transfer Notes in any material respect; (10) to mortgage, pledge, hypothecate or grant any other Lien in favor of the Trustee for the benefit of the Holders of the Notes, as additional security for the payment and performance of all or any portion of the Obligations in respect of the Notes, in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a Lien is required to be granted to or for the benefit of the Trustee or the Collateral Agent pursuant to this Indenture, any of the Security Documents or otherwise; (11) to release Collateral from the Lien of this Indenture and the Security Documents or subordinate such Lien when permitted or required by the Security Documents or this Indenture; (12) to add replacement ABL Obligations, Additional First Lien Secured Parties or Permitted Junior Lien Obligations to the Intercreditor Agreements; and (13) to comply with secure any Additional First Lien Obligations or Permitted Junior Lien Obligations under the provisions of the Depositary or the Trustee with respect to Article II of this IndentureSecurity 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 or amendment or supplement of the Notes, any Note Guarantee or any Security Document, and upon receipt by the Trustee of the documents described in Sections 7.02 Section 9.06, 12.04 and 9.0512.05 hereof, the Trustee and/or the Collateral Agent, as applicable, will join with the Company and the Guarantors Guarantors, if any, in the execution of any amended or supplemental indenture or amendment or supplement of the Notes, any Note Guarantee or any 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 or the Collateral Agent, as applicable, will not be obligated to enter into such amended or supplemental indenture or amendment or supplement of the Notes, any Note Guarantee or any Security Document, that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 9.029.02 hereof, without the consent of any Holder of Notes, the CompanyCDW, the Guarantors and the Trustee may amend or supplement this Eighteenth Supplemental Indenture, any Guarantee and the Notes or Notes, without the Subsidiary Guaranteesconsent of any Holder: (1) to cure any ambiguity, omissionmistake, defect or inconsistency, as certified by CDW; (2) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3) to provide for the assumption by a Successor Company or a successor company of the Companya Guarantor, as applicable, of CDW’s or a such Guarantor’s obligations to under the Holders of Indenture, the Notes in the case of a merger or consolidation or sale of all or substantially all of the Company’s or a Guarantor’s assetsany Guarantee; (4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder under the Indenture of any Holder such Holder; provided that such changes pursuant to this clause shall not adversely affect the interests of the Holders in any material respect, as determined in good faith by the Board of Directors of CDW; (5) to add any Person as a Guarantor; (6) to comply with requirements of the SEC Commission in order to effect or maintain the qualification of this the Indenture under the TIATrust Indenture Act; (6) to provide for the issuance of Additional Notes in accordance with the terms of the Indenture (including, without limitation, any changes necessary to facilitate the issuance of Additional Notes for resale in transactions pursuant to Rule 144A or Regulation S promulgated under the Securities Act and any subsequent registration); (7) to remove add a Guarantor which, in accordance with the terms Guarantee of this Indenture, ceases to be liable in respect of its Subsidiary Guarantee or to evidence the release of any Guarantor permitted to be released under the terms of this Indenture or to allow any Guarantor to execute a supplemental Indenture and/or a Note Guarantee with respect to the Notes; (8) to evidence and provide for release a Guarantor upon its sale or other permitted release from its Guarantee; provided that such sale, designation or release is in accordance with the acceptance applicable provisions of appointment under this Indenture by a successor Trusteethe Indenture; (9) to secure all mortgage, pledge, hypothecate or grant any other Lien in favor of the Notes; (10) to add to the covenants of the Company or any Guarantor Trustee for the benefit of the Holders or to surrender any right or power conferred upon of the Company Notes, as security for the payment and performance of all or any Guarantor;portion of the Obligations, in any property or assets, or otherwise to secure the Notes; or (1110) to conform the text of this Eighteenth Supplemental Indenture, Guarantees or the Notes, the Subsidiary Guarantees Notes to any provision of the “Description of Notes” section of the Offering Memorandum, to the extent that such provision in that the “Description of Notes” was intended to be a verbatim recitation of a provision of this Eighteenth Supplemental Indenture, the Guarantee or Notes, the Subsidiary Guarantees; (12) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture; or (13) to comply with the provisions of the Depositary or the Trustee with respect to Article II of this Indentureas certified by CDW. Upon the request of the Company CDW accompanied by a board resolution of its Board of Directors CDW authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Sections Section 7.02 and 9.05of the Base Indenture, as amended by Section 7.02 hereof, the Trustee will shall join with the Company CDW and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Eighteenth Supplemental Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will shall have the right, but not be obligated to to, enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Eighteenth Supplemental Indenture or otherwise. Notwithstanding the foregoing, neither an Opinion of Counsel nor an Officer’s Certificate shall be required in connection with the addition of a Guarantor under the Indenture (other than as required by Section 4.01(d) hereof) upon execution and delivery by such Guarantor and the Trustee of a supplemental indenture to this Eighteenth Supplemental Indenture, the form of which is attached as Exhibit C hereto.

Without Consent of Holders of Notes. Notwithstanding Section 9.02, without the consent 9.02 of any Holder of Notesthis Indenture, the CompanyIssuer, the Guarantors and the Trustee may amend or supplement this Indenture, Indenture or the Notes or the Subsidiary GuaranteesNote Guarantees without the consent of any Holder of Notes: (1) to cure any ambiguity, omission, defect or inconsistency; (2) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3) to provide for the assumption of the CompanyIssuer’s or a Guarantor’s obligations to the Holders of the Notes and Note Guarantees in the case of a merger or consolidation or sale of all or substantially all of the CompanyIssuer’s or a such Guarantor’s assets, as applicable, and the corresponding release of the Issuer’s obligations under this Indenture or such Guarantor’s obligations under the Note Guarantees; (4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder of any Holder in any material respectsuch Holder; (5) to add any Person as a Guarantor; (6) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; (7) to remove a Guarantor which, in accordance with the terms of this Indenture, ceases to be liable in respect of its Subsidiary Guarantee or to evidence the release of any Guarantor permitted to be released under the terms of this Indenture or to allow any Guarantor to execute a supplemental Indenture and/or a Note Guarantee with respect to the Notes; (8) to evidence and provide for the acceptance of appointment under this Indenture by a successor Trustee; (9) to secure all of the Notes; (10) to add to the covenants of the Company or any Guarantor for the benefit of the Holders or to surrender any right or power conferred upon the Company or any Guarantor; (116) to conform the text of this Indenture, the Notes, Note Guarantees or the Subsidiary Guarantees Notes to any provision of the “Description of Notes” section of the Issuer’s Offering MemorandumMemorandum dated November 16, 2012, 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, the Subsidiary Guarantees; (127) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the Issue Date; (8) to allow any Guarantor to execute a supplemental indenture with respect to the Notes and to release Guarantors from the Note Guarantees in accordance with the terms of this Indenture; (9) to evidence and provide for the acceptance under this Indenture of appointment of a successor trustee; or (1310) to comply with the provisions grant any Lien in favor of the Depositary or Trustee for the Trustee with respect to Article II benefit of this IndentureHolders 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 indentureIssuer, and upon receipt by the Trustee of the documents described in Sections 7.02 and 9.05Section 12.04 hereof, the Trustee will join with the Company Issuer 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 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, without the consent of any Holder of Notes, the CompanyIssuers, the Guarantors and the Trustee may amend or supplement this Indenture, the Notes or the Subsidiary Note Guarantees: (1) to cure any ambiguity, omission, defect or inconsistency; (2) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3) to provide for the assumption of the Company’s Issuers’ or a Guarantor’s obligations to the Holders of the Notes in the case of a merger or consolidation or sale of all or substantially all of the Company’s Issuers’ or a Guarantor’s assets; (4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder of any Holder in any material respect; (5) to add any Person as a Guarantor; provided any such supplemental indenture may be signed by the Issuers, the Guarantor providing the Note Guarantee and the Trustee; (6) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; (7) to remove a Guarantor which, in accordance with the terms of this Indenture, ceases to be liable in respect of its Subsidiary Note Guarantee or to evidence the release of any Guarantor permitted to be released under the terms of this Indenture or to allow any Guarantor to execute a supplemental Indenture and/or a Note Guarantee with respect to the Notes; (8) 7) to evidence and provide for the acceptance of appointment under this Indenture by a successor Trustee; (9) 8) to secure all of the NotesNotes and the Note Guarantees; (109) to add to the covenants of the Company Issuers or any Guarantor for the benefit of the Holders or to surrender any right or power conferred upon the Company Issuers or any Guarantor; (1110) to conform the text of this Indenture, the Notes, the Subsidiary Note Guarantees 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 Notes, the Subsidiary Note Guarantees; (1211) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture; or (1312) to comply with the provisions of the Depositary or the Trustee with respect to Article II 2 of this Indenture. 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 indenture, and upon receipt by the Trustee of the documents described in Sections 7.02 and 9.05, the Trustee will 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 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, without the consent 9.02 of any Holder of Notesthis Indenture, the Company, the Guarantors and the Trustee may amend or supplement this Indenture, Indenture or the Notes or the Subsidiary GuaranteesNote Guarantees without the consent of any Holder of Note: (1) to cure any ambiguity, omission, defect or inconsistency; (2) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3) to provide for the assumption of the Company’s or a Guarantor’s obligations to the Holders of the Notes and Note Guarantees in the case of a merger or consolidation or sale disposition of all or substantially all of the Company’s or a Guarantor’s such Guarantors’ properties or assets, as applicable; (4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder of any Holder in any material respectsuch Holder; (5) to add any Person as a Guarantor; (6) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; (7) to remove a Guarantor which, in accordance with the terms of this Indenture, ceases to be liable in respect of its Subsidiary Guarantee or to evidence the release of any Guarantor permitted to be released under the terms of this Indenture or to allow any Guarantor to execute a supplemental Indenture and/or a Note Guarantee with respect to the Notes; (8) to evidence and provide for the acceptance of appointment under this Indenture by a successor Trustee; (9) to secure all of the Notes; (10) to add to the covenants of the Company or any Guarantor for the benefit of the Holders or to surrender any right or power conferred upon the Company or any Guarantor; (11) to conform the text of this Indenture, the Notes, Notes or the Subsidiary Note Guarantees to any provision of the “Description of Notesnotes” section of the Company’s Offering Memorandum, 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 Notes, Notes or the Subsidiary Note Guarantees; (126) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture; orIndenture as of the Issue Date; (137) to allow any Guarantor to execute a supplemental indenture or a notation of a Note Guarantee with respect to the Notes or to reflect the release of a Note Guarantee in accordance with this Indenture; (8) to secure the Notes or the Note Guarantees; (9) to comply with the provisions rules of any applicable securities depository; (10) to provide for the reorganization of the Depositary or the Trustee Company as any other form of entity, in accordance with respect Section 5.01(a); or (11) to Article II of this Indentureappoint 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 indentureCompany, and upon receipt by the Trustee of the documents described in Sections 7.02 and 9.05Section 9.05 hereof, the Trustee 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 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, 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 Subsidiary Guarantees: (1) to cure any ambiguity, omission, defect or inconsistency; (2) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3) to provide for the assumption of the Company’s or a Guarantor’s obligations to the Holders of the Notes in the case of a merger or consolidation or sale of all or substantially all of the Company’s or a Guarantor’s assets; (4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder of any Holder in any material respect; (5) to add any Person as a Guarantor; (6) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; (7) to remove a Guarantor which, in accordance with the terms of this Indenture, ceases to be liable in respect of its Subsidiary Guarantee or to evidence the release of any Guarantor permitted to be released under the terms of this Indenture or to allow any Guarantor to execute a supplemental Indenture and/or a Note Guarantee with respect to the NotesGuarantee; (8) to evidence and provide for the acceptance of appointment under this Indenture by a successor Trustee; (9) to secure all of the Notes; (10) to add to the covenants of the Company or any Guarantor for the benefit of the Holders or to surrender any right or power conferred upon the Company or any Guarantor; (11) to conform the text of this Indenture, the Notes, the Subsidiary Guarantees 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 Notes, the Subsidiary Guarantees; (12) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture; or (13) to comply with the provisions of the Depositary DTC or the Trustee with respect to Article II 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 indenture, and upon receipt by the Trustee of the documents described in Sections 7.02 and 9.059.06, the Trustee 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 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. (a) Notwithstanding Section the provisions of ‎Section 9.02, without the consent of any Holder of NotesHolder, the Company, the Guarantors and Subsidiary Guarantors, the Trustee and, to the extent applicable, the Collateral Agent, may amend or supplement this Indenture, any of the Notes or Note Documents in the Subsidiary Guaranteesfollowing circumstances: (1) to cure any ambiguity, omission, defect or inconsistency; (2) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3) to provide for the assumption of the Company’s or a Subsidiary Guarantor’s obligations to the Holders of the Notes and Subsidiary Guarantees in the case of a merger or consolidation or sale of all or substantially all of the Company’s or a such Subsidiaries Guarantor’s assets, as applicable; (4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder under this Indenture of any such Holder in any material respect; (5) to add conform the text of any Person as Note Document to any provision of this Description of Notes to the extent that such provision in the “Description of Notes” in the Offering Memorandum to the extent that such provision in such “Description of Notes” was intended to set forth, verbatim or in substance, a Guarantorprovision of such Note Document, which intent may be evidenced by an Officers’ Certificate to that effect; (6) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; (7) to remove a Guarantor which, in accordance with the terms of this Indenture, ceases to be liable in respect of its Subsidiary Guarantee or to evidence the release of any Guarantor permitted to be released under the terms of this Indenture or to allow any Guarantor to execute a supplemental Indenture and/or a Note Guarantee with respect to the Notes; (8) to evidence and provide for the acceptance of the appointment under the Note Documents of a successor Trustee or Collateral Agent; (7) to make, complete or confirm any grant of Collateral permitted or required by this Indenture by a successor Trusteeor any of the Pari Passu Documents; (8) to add any additional Subsidiary Guarantor or Collateral or to evidence the release of any Subsidiary Guarantor from its Subsidiary Guarantee or the release of any Liens, in each case as provided in this Indenture or the other Note Documents, as applicable; and (9) with respect to secure all of the Notes;Collateral Agreements, as provided in the Intercreditor Agreement. (10b) to add to the covenants of the Company or any Guarantor for the benefit of the Holders or to surrender any right or power conferred upon the Company or any Guarantor; (11) to conform the text of this Indenture, the Notes, the Subsidiary Guarantees 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 The Pari Passu Intercreditor Agreement may be a verbatim recitation of a provision of this Indenture, the Notes, the Subsidiary Guarantees; (12) to provide for the issuance of Additional Notes amended in accordance with its terms and without the limitations set forth in this Indenture; orconsent of any Holder, the Trustee or the Collateral Agent to add additional Indebtedness as Pari Passu Obligations and add other parties (or any authorized agent thereof or trustee therefor) holding such Indebtedness thereto and to establish that the Liens on any Collateral securing such Indebtedness shall rank equally with the Liens on such Collateral Securing the Pari Passu Obligations then outstanding. (13c) to comply with the provisions of the Depositary or the Trustee with respect to Article II 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 indentureCompany, and upon receipt by the Trustee of the documents described in Sections 7.02 and 9.05‎Section 9.06, the Trustee will shall join with the Company and the Subsidiary Guarantors in the execution of any amended amendment 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 will shall not be obligated to enter into any such amended amendment 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, without the consent 9.02 of any Holder of Notesthis Indenture, the CompanyIssuers, the Guarantors and the Trustee may amend or supplement this Indenture, Indenture or the Notes or without the Subsidiary Guaranteesconsent of any Holder to: (1a) to cure any ambiguity, omission, defect or inconsistencyinconsistency or to correct a manifest error; (2b) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3c) to provide for the assumption of the Company’s Issuers' or a Guarantor’s obligations 's Obligations to the Holders of the Notes in the case of a merger or consolidation or sale of all or substantially all of the Company’s assets of the Issuers or a such Guarantor’s assets; (4d) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder under this Indenture of any Holder in any material respectsuch Holder; (5e) to add any Person as a Guarantor; (6) to comply with requirements of the SEC Commission in order to effect or maintain the qualification of this Indenture under the TIA; (7f) to remove a Guarantor which, in accordance comply with the terms of this Indenture, ceases to be liable in respect of its Subsidiary Guarantee or to evidence the release rules of any Guarantor permitted applicable securities depositary; (g) to be released under the terms of this Indenture or to allow any Guarantor to execute a supplemental Indenture and/or a Note Guarantee add guarantees with respect to Notes or to secure the Notes; (8) to evidence and provide for the acceptance of appointment under this Indenture by a successor Trustee; (9) to secure all of the Notes; (10h) to add to the covenants of the Company Issuers or any Guarantor for the benefit of the Holders or to surrender any right or power conferred upon the Company Issuers or any Guarantor; (11i) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee pursuant to the requirements thereof; or (j) to conform the text of this Indenture, Indenture or the Notes, the Subsidiary Guarantees Note to any provision of the “Description of Notes” section of Notes contained in the Offering Memorandum, dated June 9, 2003, relating to the issuance of the Notes, to the extent that such provision in that “the Description of Notes” Notes was intended to be a verbatim recitation of a provision of this Indenture, the Notes, the Subsidiary Guarantees; (12) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture; or (13) to comply with the provisions of the Depositary Guarantees or the Trustee with respect to Article II 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 indenture, and upon receipt by the Trustee of the documents described in Sections 7.02 and 9.05, the Trustee 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 will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwiseNotes.

Without Consent of Holders of Notes. Notwithstanding Section 9.029.02 of this Indenture, without the consent of any Holder of Notes, the CompanyIssuer, the Guarantors and the Trustee may amend or supplement this Indenture, the Notes or the Subsidiary Note Guarantees: (1a) to cure any ambiguity, omission, defect or inconsistency; (2b) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3c) to provide for the assumption of the CompanyIssuer’s or a Guarantor’s obligations to the Holders of the Notes and Note Guarantees in the case of a merger or consolidation or sale of all or substantially all of the CompanyIssuer’s or a such Guarantor’s properties or assets, as applicable; (4d) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder under this Indenture of any Holder in any material respectHolder; (5) to add any Person as a Guarantor; (6e) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; (7) to remove a Guarantor which, in accordance with the terms of this Indenture, ceases to be liable in respect of its Subsidiary Guarantee or to evidence the release of any Guarantor permitted to be released under the terms of this Indenture or to allow any Guarantor to execute a supplemental Indenture and/or a Note Guarantee with respect to the Notes; (8) to evidence and provide for the acceptance of appointment under this Indenture by a successor Trustee; (9) to secure all of the Notes; (10) to add to the covenants of the Company or any Guarantor for the benefit of the Holders or to surrender any right or power conferred upon the Company or any Guarantor; (11f) to conform the text of this Indenture, the Notes, Notes or the Subsidiary Note Guarantees 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 Notes, the Subsidiary GuaranteesMemorandum as specified by an Officers’ Certificate; (12g) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereof; (h) to secure the Notes or the Note Guarantees pursuant to the requirements of Section 4.12; (i) to add any additional Guarantor or to evidence the release of any Guarantor from its Note Guarantee, in each case as provided in this Indenture; (j) to evidence or provide for the acceptance of appointment under this Indenture of a successor Trustee; or (13k) to comply provide for the reorganization of the Issuer as any other form of entity in accordance with Section 5.01(c). Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed by the Depositary or Issuer, the Guarantors and the Trustee with respect to Article II of this Indenture. Upon without the request consent of the Company accompanied by a resolution of its Board of Directors authorizing the execution Holders of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Sections 7.02 and 9.05Notes at the time outstanding, notwithstanding any of the Trustee will join with the Company and the Guarantors in the execution provisions 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 will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwiseSection 9.02.

Without Consent of Holders of Notes. Notwithstanding Section 9.02, without the consent 9.02 of any Holder of Notesthis Indenture, the Company, the Guarantors and the Trustee may amend or supplement this Indenture, the Notes Guarantees, the Notes, any Security Document or the Subsidiary GuaranteesIntercreditor Agreement without the consent of any Holder: (1a) to cure any ambiguity, omission, defect or inconsistency; (2b) to provide for uncertificated Notes in addition to to, or in place of, certificated Notes or to alter the provisions of certificated NotesArticle 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 the legal rights of any Holder; (3c) to provide for the assumption of the Company’s ’s, Holdings’ or a Guarantor’s obligations to the Holders of the Notes in the case of by a merger or consolidation or sale of all or substantially all of successor to the Company’s , Holdings or a Guarantor’s assetsGuarantor pursuant to Article 5 or Article 10 hereof; (4d) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder of any Holder in any material respectHolder; (5e) to add any Person as a Guarantor[reserved]; (6f) to comply with requirements provide for the issuance of Notes issued after the SEC in order to effect or maintain the qualification of this Indenture under the TIA; (7) to remove a Guarantor which, Issue Date in accordance with the terms of limitations set forth in this Indenture, ceases to be liable in respect of its Subsidiary Guarantee or to evidence the release of any Guarantor permitted to be released under the terms of this Indenture or ; (g) to allow any Guarantor to execute a supplemental Indenture indenture, a joinder to the Security Documents or the Intercreditor Agreement and/or a Note Guarantee with respect to the Notes; (8) to evidence ; provided, however, that any such supplemental indenture, joinder and/or Guarantee need only be executed by the Company, such Guarantor and provide for the acceptance of appointment under this Indenture by a successor Trustee; (9h) to secure all provide for the issuance of exchange notes or private exchange notes in exchange for the Notes; (10) to add to the covenants of the Company or any Guarantor for the benefit of the Holders or to surrender any right or power conferred upon the Company or any Guarantor; (11i) to conform the text of this Indenture, the Notes, Guarantees or the Subsidiary Guarantees Notes to any provision of the “Description of Notes” section of the Offering Memorandum, Notes to the extent that such provision in that “the Description of Notes” Notes was intended to be a verbatim recitation of a provision of this Indenture, the Guarantees or the Notes, the Subsidiary Guarantees; (12j) add assets to provide the Collateral or release Collateral from any Lien as permitted under this Indenture; (k) mortgage, pledge, hypothecate or grant any other Lien in favor of a Notes Collateral Agent for the issuance benefit of Additional Notes in accordance the Indenture Secured Parties; (l) provide extensions with respect to timing for, or modifications to the limitations set forth in this Indentureministerial or administrative requirements for granting Liens, to the extent not prohibited under the Intercreditor Agreements and/or the Security Documents; (m) enter into intercreditor arrangements with respect to the Secured Debt; or (13n) provide for the succession of any parties to comply with the provisions of the Depositary Security Documents or the Trustee Intercreditor Agreement (and other amendments that are administrative or ministerial in nature) in connection with respect an amendment, renewal, extensions, substitution, refinancing, restructuring, replacement, supplementing or other modification to Article II of this Indenturethe Credit Facilities or other Secured Debt. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended amendment, supplement or supplemental indentureIndenture, and upon receipt by the Trustee of the documents described in Sections 7.02 and 9.0511.02 hereof, the Trustee will shall join with the Company Company, Holdings and the Guarantors in the execution of any amended amendment, supplement 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 will shall not be obligated to enter into such amended amendment, supplement 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 9.029.02 of this Indenture, without the consent of any Holder of Notes, the Company, the Guarantors Guarantors, the Trustee and the Trustee Collateral Agent (as applicable) may amend or supplement this Indenture, the Notes Note Documents or the Subsidiary GuaranteesEscrow Agreement: (1) to cure any ambiguity, omission, mistake, defect or inconsistency; (2) to provide for uncertificated Notes in addition to or in place of certificated Definitive Notes; (3) to provide for the assumption of the Company’s or a Guarantor’s obligations to the Holders of the Notes in the case of a merger merger, amalgamation or consolidation or sale of all or substantially all of the Company’s or a such Guarantor’s properties or assets; (4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder under this Indenture of any Holder in such Holder; provided that any material respectchange to conform this Indenture or the Notes to the Offering Memorandum will not be deemed to adversely affect such legal rights; (5) to add make, complete or confirm any Person as a Guarantor; (6) to comply with requirements grant of the SEC in order to effect Collateral permitted or maintain the qualification of this Indenture under the TIA; (7) to remove a Guarantor which, in accordance with the terms of required by this Indenture, ceases to be liable in respect any of its Subsidiary Guarantee the Security Documents or to evidence the any release of any Guarantor permitted Collateral pursuant to be released under the terms of this Indenture or to allow any Guarantor to execute a supplemental Indenture and/or a Note Guarantee with respect to of the NotesSecurity Documents; (8) to evidence and provide for the acceptance of appointment under this Indenture by a successor Trustee; (9) to secure all of the Notes; (10) to add to the covenants of the Company or any Guarantor for the benefit of the Holders or to surrender any right or power conferred upon the Company or any Guarantor; (11) to conform the text of this Indenture, the Notes, the Subsidiary Guarantees 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 Notes, the Subsidiary Guarantees; (126) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture; or; (7) to add any additional Guarantor and provide for any Guarantee by any such Guarantor or a guarantee by any other Person, or to evidence the release of any Guarantor from its Guarantee, to the extent such release is permitted by this Indenture; (8) to add a co-issuer of the Notes; (9) to conform the text of this Indenture, the Notes or the Security Documents to any provision of the “Description of Notes” section of the Offering Memorandum to the extent that such provision in such “Description of Notes” section was intended to set forth, verbatim or in substance, a provision of this Indenture, the Notes or the Security Documents (which intent will be certified to the Trustee in an Officer’s Certificate); (10) to evidence or provide for the acceptance of appointment under this Indenture of a successor Trustee or Collateral Agent or add a co-Trustee or co-Collateral Agent; (11) to comply with any requirement of the Commission in connection with the qualification of this Indenture under the TIA, if such qualification is required, or any requirement of Canadian trust indenture legislation that is applicable to this Indenture; (12) to comply with the rules and procedures of any applicable securities depositary; (13) to comply with secure additional extensions of credit and add additional secured creditors holding other Priority Obligations or Parity Obligations, as long as such Priority Obligations or Parity Obligations are not prohibited by the provisions of the Depositary this Indenture or the Trustee with respect Security Documents; or (14) to Article II of this Indentureadd additional assets as Collateral. 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 Sections 7.02 and 9.05Section 9.05 hereof, the Trustee will join with the Company and the Guarantors in the execution of any amended or supplemental indenture or other Note Document 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 the Trustee 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. Notwithstanding anything in this Article 9 to the contrary, no amendment of, or supplement or waiver to, this Indenture or the other Note Documents pursuant to this Section 9.01 shall be permitted to be effected if such amendment, supplement or waiver is in violation of or inconsistent with the terms of the Collateral Agent Agreement. No amendment of, or supplement or waiver to, the Collateral Agent Agreement shall be permitted to be effected without the consent of the Collateral Agent.

Without Consent of Holders of Notes. Notwithstanding Section 9.02, without the consent of any Holder of Notes, the CompanyIssuers, the Guarantors and the Trustee may amend or supplement this Indenture, the Notes or the Subsidiary Note Guarantees: (1) to cure any ambiguity, omission, defect or inconsistency; (2) to provide for uncertificated Notes in addition to or in place of certificated NotesNotes (provided that the uncertificated notes are issued in registered form for purposes of Section 163(f) of the Code); (3) to provide for the assumption of the Company’s Issuers’ or a Guarantor’s obligations to the Holders of the Notes in the case of a merger or consolidation or sale of all or substantially all of the Company’s Issuers’ or a Guarantor’s assets; (4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder of any Holder in any material respect; (5) to add any Person as a Guarantor; provided any such supplemental indenture may be signed by the Issuers, the Guarantor providing the Note Guarantee and the Trustee; (6) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; (7) to remove a Guarantor which, in accordance with the terms of this Indenture, ceases to be liable in respect of its Subsidiary Note Guarantee or to evidence the release of any Guarantor permitted to be released under the terms of this Indenture or to allow any Guarantor to execute a supplemental Indenture and/or a Note Guarantee with respect to the Notes; (8) 7) to evidence and provide for the acceptance of appointment under this Indenture by a successor Trustee; (9) 8) to secure all of the NotesNotes and the Note Guarantees; (109) to add to the covenants of the Company Issuers or any Guarantor for the benefit of the Holders or to surrender any right or power conferred upon the Company Issuers or any Guarantor; (1110) to conform the text of this Indenture, the Notes, the Subsidiary Note Guarantees 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 Notes, the Subsidiary Note Guarantees; (1211) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture; or (1312) to comply with the provisions of the Depositary or the Trustee with respect to Article II 2 of this Indenture. 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 indenture, and upon receipt by the Trustee of the documents described in Sections 7.02 and 9.05, the Trustee will 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 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. (a) Notwithstanding Section 9.02, without the consent of any Holder of Notes, the Company, the Guarantors and the Trustee may amend or supplement this Indenture, the Notes Notes, the Note Guarantees or the Subsidiary GuaranteesSecurity Documents without the consent of any Holder of a Note: (1i) to cure any ambiguity, omission, defect or inconsistency; (2ii) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3iii) to provide for the assumption of the Company’s or a any Guarantor’s obligations to the Holders of the Notes in the case of a merger or consolidation or sale of all or substantially all of the Company’s or a such Guarantor’s assetsassets in accordance with the terms of this Indenture; (4iv) 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 in any material respectsuch Holder; (5) to add any Person as a Guarantor; (6v) to comply with requirements of the SEC Commission in order to effect or maintain the qualification of this Indenture under the TIATrust Indenture Act of 1939 and to make any change requested or required by the Commission; (7vi) to remove a Guarantor which, in accordance comply with the terms of this Indenture, ceases to be liable in respect of its Subsidiary Guarantee or to evidence the release of any Guarantor permitted to be released under the terms of this Indenture or to allow any Guarantor to execute a supplemental Indenture and/or a Note Guarantee with respect to the NotesSection 4.17; (8) vii) to evidence and provide for the acceptance of appointment under this Indenture by a successor Trustee; (9) to secure all of the Notes; (10) to add to the covenants of the Company or any Guarantor for the benefit of the Holders or to surrender any right or power conferred upon the Company or any Guarantor; (11) to conform the text of this Indenture, the Notes, the Subsidiary Guarantees 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 Notes, the Subsidiary Guarantees; (12viii) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture; or; (13ix) to comply with the provisions rules of any applicable securities depositary; (x) to provide for additional or supplemental Security Documents or provide for additional Collateral; (xi) to provide for the release of Collateral in accordance with the terms of this Indenture and the Security Documents; (xii) to conform the text of this Indenture or the Notes to any provision of the Depositary “Description of Senior Secured Floating Rate Notes” section of the Offering Circular to the extent such provision of this Indenture or the Trustee with respect Notes was intended to Article II conform to the text of this Indenturethe “Description of Senior Secured Floating Rate Notes” section; or (xiii) to provide for the issuance of exchange notes. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended amendment or supplemental indenturesupplement to this Indenture, and upon receipt by the Trustee of the any documents described in Sections 7.02 and 9.05requested under Section 7.02(b), the Trustee will shall join with the Company and the Guarantors in the execution of any amended such amendment or supplemental indenture authorized or permitted by supplement and the terms making of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will shall not be obligated to enter into any such amended amendment or supplemental indenture supplement that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 9.02, without the consent 9.02 of any Holder of Notesthis Indenture, the Company, the Guarantors Issuers and the Trustee may amend or supplement this Indenture, the Notes or the Note Subsidiary GuaranteesGuarantees without the consent of any Holder of Note: (1) to cure any ambiguity, omission, defect or inconsistency; (2) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3) to provide for the assumption of the Company’s Issuers’ or a Subsidiary Guarantor’s obligations to the Holders of the Notes and Note Subsidiary Guarantees in the case of a merger or consolidation or sale of all or substantially all of the Company’s Issuers’ or a such Subsidiary Guarantor’s assets, as applicable; (4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder of any Holder in any material respectsuch Holder; (5) to add any Person as a Guarantor; (6) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; (7) to remove a Guarantor which, in accordance with the terms of this Indenture, ceases to be liable in respect of its Subsidiary Guarantee or to evidence the release of any Guarantor permitted to be released under the terms of this Indenture or to allow any Guarantor to execute a supplemental Indenture and/or a Note Guarantee with respect to the Notes; (8) to evidence and provide for the acceptance of appointment under this Indenture by a successor Trustee; (9) to secure all of the Notes; (10) to add to the covenants of the Company or any Guarantor for the benefit of the Holders or to surrender any right or power conferred upon the Company or any Guarantor; (116) to conform the text of this Indenture, Indenture or the Notes, the Note Subsidiary Guarantees to any provision of the “Description of Notes” section of the Offering Memorandum, Memorandum to the extent that such provision in that was intended to reflect such provision of the “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Notes, the Subsidiary Guarantees”; (127) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture; or; (138) to allow any Subsidiary Guarantor to execute a supplemental indenture and/or a Note Subsidiary Guarantee with respect to the Notes or to reflect the release of a Note Subsidiary Guarantee in accordance with this Indenture; (9) to secure the Notes and/or the Note Subsidiary Guarantees; (10) to comply with the provisions rules of any applicable securities depository; (11) to provide for the Depositary or reorganization of PBFX as any other form of entity, in accordance with Section 5.01(a); or (12) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee with respect pursuant to Article II of this Indenturethe requirements hereof. Upon the request of the Company Issuers 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 Sections Section 7.02 and 9.05hereof, the Trustee will 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 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. Notwithstanding the foregoing, neither an Opinion of Counsel nor an Officers’ Certificate, nor a board resolution, shall be required in connection with the addition of a Subsidiary Guarantor under this Indenture upon execution and delivery by such Subsidiary Guarantor, the Issuers and the Trustee of a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto.

Without Consent of Holders of Notes. Notwithstanding Section 9.02, without the consent 9.02 of any Holder of Notesthis Indenture, the Company, the Guarantors Company and the Trustee may amend or supplement this Indenture, Indenture or the Notes or without the Subsidiary Guaranteesconsent of any Holder to: (1) to cure any ambiguity, omission, defect or inconsistency; (2) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3) to provide for the assumption of the Company’s or a Guarantor’s obligations to the Holders of the Notes in the case of a merger or consolidation or sale of all or substantially all of the Company’s assets or a Guarantor’s assetsany other transaction that complies with this Indenture; (4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder under this Indenture of any Holder in any material respectsuch Holder; (5) to add any Person as a Guarantor;provide for the issuance of Additional Notes in accordance with this Indenture; or (6) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIATrust Indenture Act; (7) to remove a Guarantor which, in accordance with the terms of this Indenture, ceases to be liable in respect of its Subsidiary Guarantee or to evidence the release of any Guarantor permitted to be released under the terms of this Indenture or to allow any Guarantor to execute a supplemental Indenture indenture and/or a Note Guarantee with respect to the Notes; (8) to evidence and provide for the acceptance of the appointment of a successor trustee under this Indenture by a successor TrusteeIndenture; (9) to secure all mortgage, pledge, hypothecate or grant a security interest in favor of the Notestrustee for the benefit of the Holders as additional security for the payment and performance of the Company’s or a Guarantor’s Obligations under this Indenture in property or assets; (10) to add to comply with the covenants rules of the Company or any Guarantor for the benefit of the Holders or to surrender any right or power conferred upon the Company or any Guarantorapplicable Depositary; (11) to release a Guarantor from its Guarantee pursuant to the terms of this Indenture when permitted or required pursuant to the terms herein; (12) to conform the text of this Indenture, the Notes, Notes or the Subsidiary Guarantees to any the corresponding provision of the “Description of Notes” section of in the Offering Memorandum, Company’s prospectus related to the Notes to the extent that such provision in that the “Description of Notes” was intended to be a substantially verbatim recitation of a provision of this Indenture, the Notes, Notes or the Subsidiary Guarantees; (12) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture; or (13) to comply with the provisions of the Depositary or the Trustee with respect to Article II 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 indenture, and upon receipt by the Trustee of the documents described in Sections 7.02 and 9.05, the Trustee 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 will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwiseSection 5.01.

Without Consent of Holders of Notes. (a) Notwithstanding Section 9.028.02, the Company, any Guarantor, any other obligor under the Notes and the Trustee may amend or supplement the Indenture (including this Supplemental Indenture) or the Notes 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 Subsidiary Guaranteesa Note: (1) to evidence the succession of another Person to the Company, a Guarantor, or any other obligor under the Notes, and the assumption by any such successor of the covenants of the Company, such Guarantor or such obligor in the Indenture and in the Notes and in any Guarantee in accordance with Section 5.01; (2) to add to the covenants of the Company, any Guarantor or any other obligor under the Notes for the benefit of the Holders of the Notes, to add Events of Default or to surrender any right or power conferred upon the Company or any Guarantor or any other obligor under the Notes, as applicable, in this Supplemental Indenture, in the Notes or in any Guarantee; (3) to cure any ambiguity, omissionomission or mistake, defect or, subject to the first paragraph of Article Two and the last paragraph of Section 1.02, to correct or inconsistencysupplement any provision in the Indenture, the Notes or any Guarantee which may be defective or inconsistent with any other provision in the Base Indenture, this Supplemental Indenture, the Notes or any Guarantee; (24) to make any provision with respect to matters or questions arising under this Supplemental Indenture, the Notes or any Guarantee; provided that such provisions shall not adversely affect the interest of the Holders of the Notes in any material respect; (5) to add a Guarantor or additional obligor under this Supplemental Indenture or permit any Person to guarantee the Notes or obligations under this Supplemental Indenture; (6) to release a Guarantor as provided in this Supplemental Indenture; (7) to evidence and provide for the acceptance of the appointment of a successor Trustee with respect to the Notes or other series of Securities and to add to or change any of the provisions of the Indenture as shall be necessary to provide for or facilitate the administration of the trusts under the Indenture by more than one Trustee, pursuant to the requirements of Section 611 of the Base Indenture; (8) 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 or any Guarantor’s obligations under this Supplemental 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 or for the benefit of the Trustee pursuant to this Supplemental Indenture or otherwise; (9) to provide for the issuance of Additional Notes under this Supplemental Indenture in accordance with the limitations set forth in this Supplemental Indenture; (10) to comply with the rules of any applicable securities depositary; (11) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3) to provide for the assumption of the Company’s or a Guarantor’s obligations to the Holders of the Notes in the case of a merger or consolidation or sale of all or substantially all of the Company’s or a Guarantor’s assets; (4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder of any Holder in any material respect; (5) to add any Person as a Guarantor; (612) to comply with the requirements of the SEC Commission in order to effect or maintain the qualification of this the Indenture under the TIA; (7) to remove a Guarantor which, in accordance with the terms of this Indenture, ceases to be liable in respect of its Subsidiary Guarantee or to evidence the release of any Guarantor permitted to be released under the terms of this Indenture or to allow any Guarantor to execute a supplemental Indenture and/or a Note Guarantee with respect to the NotesNotes under the Trust Indenture Act; (8) to evidence and provide for the acceptance of appointment under this Indenture by a successor Trustee; (9) to secure all of the Notes; (10) to add to the covenants of the Company or any Guarantor for the benefit of the Holders or to surrender any right or power conferred upon the Company or any Guarantor; (1113) to conform the text of this the Indenture, the Notes, Notes or the Subsidiary Guarantees to any provision of the section entitled “Description of the Notes” section of in 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 Notes, the Subsidiary Guarantees;; or (1214) to provide for the issuance reorganization of Additional Notes the Parent Guarantor or the Company as any other form of entity in accordance with the limitations set forth in this Indenture; orSection 5.01(d). (13b) to comply with the provisions of the Depositary or the Trustee with respect to Article II 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 indenture, and upon receipt by the Trustee of the documents described in Sections 7.02 Section 11.02 and 9.05Section 8.06, the Trustee will 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 Supplemental Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will shall not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Supplemental Indenture or otherwise. (c) Any this Supplemental Indenture authorized by the provisions of this Section 8.01 may be executed by the Company, the Guarantors and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 8.02.

Without Consent of Holders of Notes. (a) Notwithstanding Section 9.029.02 hereof, the Company, any Guarantor, any other obligor under the Notes and the Trustee may modify, supplement or amend this Indenture or the Notes 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 Subsidiary Guaranteesa Note: (1) to cure evidence the succession of another Person to the Company, a Guarantor, or any ambiguityother obligor under the Notes, omissionand the assumption by any such successor of the covenants of the Company, defect such Guarantor or inconsistencysuch obligor in this Indenture and in the Notes and in any Guarantee in accordance with Section 5.01 hereof; (2) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3) to provide for the assumption of the Company’s or a Guarantor’s obligations to the Holders of the Notes in the case of a merger or consolidation or sale of all or substantially all of the Company’s or a Guarantor’s assets; (4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder of any Holder in any material respect; (5) to add any Person as a Guarantor; (6) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; (7) to remove a Guarantor which, in accordance with the terms of this Indenture, ceases to be liable in respect of its Subsidiary Guarantee or to evidence the release of any Guarantor permitted to be released under the terms of this Indenture or to allow any Guarantor to execute a supplemental Indenture and/or a Note Guarantee with respect to the Notes; (8) to evidence and provide for the acceptance of appointment under this Indenture by a successor Trustee; (9) to secure all of the Notes; (10) to add to the covenants of the Company Company, any Guarantor or any Guarantor other obligor under the Notes for the benefit of the Holders of the Notes or to surrender any right or power conferred upon the Company or any GuarantorGuarantor or any other obligor under the Notes, as applicable, in this Indenture, in the Notes or in any Guarantee; (113) to conform the text of cure any ambiguity, or to correct or supplement any provision in this Indenture, the Notes, the Subsidiary Guarantees to Notes or any provision of the “Description of Notes” section of the Offering Memorandum, to the extent that such Guarantee which may be a mistake or inconsistent with any other provision in that “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Notes, the Subsidiary GuaranteesNotes or any Guarantee; (124) to make any provision with respect to matters or questions arising under this Indenture, the Notes or any Guarantee, provided that such provisions shall not adversely affect the interest of the Holders of the Notes in any material respect; (5) to add a Guarantor or additional obligor under this Indenture or permit any Person to guarantee the Notes and/or obligations under this Indenture; (6) to release a Guarantor as provided in this Indenture; (7) to evidence and provide the acceptance of the appointment of a successor Trustee under this Indenture; (8) 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 and any 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 or for the benefit of the Trustee pursuant to this Indenture or otherwise; (9) to provide for the issuance of Additional Notes under this Indenture in accordance with the limitations set forth in this Indenture; (10) to conform any non-conforming language or defined terms in the text of this Indenture, the Guarantees or the Notes to any provision of the "Description of Notes" section of the Offering Memorandum so that such provision in the "Description of Notes" section reflects a verbatim recitation of a provision of this Indenture; or (1311) to comply with the provisions rules of the Depositary or the Trustee with respect to Article II of this Indenture. any applicable securities depositary. (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 indentureIndenture, and upon receipt by the Trustee of the documents described in Sections 7.02 Section 12.04 and 9.05Section 9.06 hereof, the Trustee will 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 will 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 9.029.02 of this Indenture, without the consent of any Holder of Notes, the CompanyIssuers, the Subsidiary Guarantors and the Trustee may amend or supplement this Indenture, the Notes or the Subsidiary Note Guarantees: (1) to cure any ambiguity, omissiondefect, defect omission or inconsistencyinconsistency in this Indenture or the Notes; (2) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3) to provide for the assumption of the Company’s Issuers’ or a Subsidiary Guarantor’s obligations to the Holders of the Notes and the Note Guarantees in the case of a merger or consolidation or sale of all or substantially all of the Company’s Issuers’ or a such Subsidiary Guarantor’s assetsassets to comply with Article 5 or Section 10.04; (3) to comply with any requirements of the SEC in connection with the qualification of this Indenture under the TI (4) to evidence and provide for the acceptance of an appointment by a successor Trustee; (5) 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; (6) to provide for any Guarantee of the Notes, to secure the Notes 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 this Indenture; (7) to add to the covenants of the Issuers or any Subsidiary Guarantor for the benefit of the Holders of the Notes or to surrender any right or power conferred upon the Issuers or any Subsidiary Guarantor; (8) to provide for the issuance of Additional Notes in accordance with the terms of this Indenture; (9) to conform the text of this Indenture, the Notes or the Note Guarantees 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” section of the Offering Memorandum was intended to be a verbatim recitation of a provision this Indenture, the Notes or the Note Guarantees; (10) to comply with applicable Gaming Laws, to the extent that such amendment or supplement is not materially adverse to the Holders of the Notes; (11) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder of any Holder in any material respect; (5) to add any Person as a Guarantor; (6) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; (7) to remove a Guarantor which, in accordance with the terms of this Indenture, ceases to be liable in respect of its Subsidiary Guarantee or to evidence the release of any Guarantor permitted to be released under the terms of this Indenture or to allow any Guarantor to execute a supplemental Indenture and/or a Note Guarantee with respect to the Notes; (8) to evidence and provide for the acceptance of appointment under this Indenture by a successor Trustee; (9) to secure all of the Notes; (10) to add to the covenants of the Company or any Guarantor for the benefit of the Holders or to surrender any right or power conferred upon the Company or any Guarantor; (11) to conform the text of this Indenture, the Notes, the Subsidiary Guarantees 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 Notes, the Subsidiary Guarantees;Holder; or (12) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture; or (13) make any amendment to comply with the provisions of this Indenture relating to the Depositary 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 Trustee with respect rights of Holders to Article II of this Indenturetransfer Notes. Upon the request of the Company Issuers 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 Sections 7.02 and 9.059.05 hereof, the Trustee will 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 will 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 9.029.02 of this Indenture, without the consent of any Holder of Notes, the Company, the Guarantors any Guarantor (with respect to its Guarantee or this Indenture) and the Trustee may amend or supplement this Indenture, any Guarantee, the Notes or the Subsidiary Guaranteesany Security Document: (1) to cure any ambiguity, omission, mistake, defect or inconsistency; (2) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3) to comply with the covenant relating to mergers, consolidations and sales of assets; (4) to provide for the assumption of the Company’s or a any Guarantor’s obligations to the Holders of the Notes in the case of a merger or consolidation or sale of all or substantially all of the Company’s or a Guarantor’s assetsHolders; (45) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder under this Indenture, the Notes, the Guarantees or the Security Documents of any Holder in any material respect; (5) to add any Person as a Guarantorsuch Holder; (6) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; (7) to remove a Guarantor which, in accordance with the terms of this Indenture, ceases to be liable in respect of its Subsidiary Guarantee or to evidence the release of any Guarantor permitted to be released under the terms of this Indenture or to allow any Guarantor to execute a supplemental Indenture and/or a Note Guarantee with respect to the Notes; (8) to evidence and provide for the acceptance of appointment under this Indenture by a successor Trustee; (9) to secure all of the Notes; (10) to add to the covenants of the Company or any Guarantor for the benefit of the Holders or to surrender any right or power conferred upon the Company or any a Guarantor; (117) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee pursuant to the requirements thereof; (8) to add a Guarantor under this Indenture or to add additional assets as Collateral; (9) to make, complete or confirm any grant of Collateral permitted or required by this Indenture or any of the Security Documents or any release, termination or discharge of Collateral that becomes effective as set forth in this Indenture or any of the Security Documents; (10) to conform the text of this Indenture, Guarantees or the Notes, the Subsidiary Guarantees Notes or any Security Document to any provision of the “Description of Notes” section of the Offering Memorandum, Memorandum to the extent that such provision in that such “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture, the NotesGuarantees, the Subsidiary GuaranteesNotes or such Security Document, as certified by the Company in an Officer’s Certificate; (11) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation to facilitate the issuance and administration of the Notes and the Exchange 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 applicable securities law and (b) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (12) to provide for the issuance of Exchange Notes and Additional Notes in accordance with the limitations set forth in this IndentureIndenture as of the Issue Date; or (13) to comply with the provisions requirements of the Depositary SEC in order to effect or maintain the Trustee with respect to Article II qualification of this IndentureIndenture under the Trust Indenture Act. 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 Sections Section 7.02 and 9.05hereof, the Trustee 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 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 Collateral Trustee and the Trustee will be authorized to amend the Security Documents to add additional secured parties to the extent Liens securing obligations held by such parties are permitted under this Indenture.

Without Consent of Holders of Notes. Notwithstanding Section 9.02, without the consent 9.02 of any Holder of Notesthis Indenture, the Company, the Guarantors and the Trustee may amend or supplement this Indenture, the Notes Guarantees, the Notes, any Security Document or the Subsidiary Guarantees: Intercreditor Agreement without the consent of any Holder: (1a) to cure any ambiguity, omission, defect or inconsistency; ; (2b) to provide for uncertificated Notes in addition to to, or in place of, certificated Notes or to alter the provisions of certificated Notes; Article 2 or the Appendix hereof relating to the form of the Notes (3including the related definitions) in a manner that does not materially adversely affect the legal rights of any Holder; (c) to provide for the assumption of the Company’s ’s, Holdings’ or a Guarantor’s obligations to the Holders of the Notes in the case of by a merger or consolidation or sale of all or substantially all of successor to the Company’s , Holdings or a Guarantor’s assets; Guarantor pursuant to Article 5 or Article 10 hereof; (4d) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder of any Holder in any material respect; Holder; (5e) [reserved]; (f) to add any Person as a Guarantor; (6) to comply with requirements provide for the issuance of Notes issued after the SEC in order to effect or maintain the qualification of this Indenture under the TIA; (7) to remove a Guarantor which, Issue Date in accordance with the terms of limitations set forth in this Indenture, ceases to be liable in respect of its Subsidiary Guarantee or to evidence the release of any Guarantor permitted to be released under the terms of this Indenture or ; (g) to allow any Guarantor to execute a supplemental Indenture indenture, a joinder to the Security Documents or the Intercreditor Agreement and/or a Note Guarantee with respect to the Notes; ; provided, however, that any such supplemental indenture, joinder and/or Guarantee need only be executed by the Company, such Guarantor and the Trustee; (8) h) to evidence and provide for the acceptance issuance of appointment under this Indenture by a successor Trustee; (9) to secure all of exchange notes or private exchange notes in exchange for the Notes; ; (10) to add to the covenants of the Company or any Guarantor for the benefit of the Holders or to surrender any right or power conferred upon the Company or any Guarantor; (11i) to conform the text of this Indenture, the Notes, Guarantees or the Subsidiary Guarantees Notes to any provision of the “Description of Notes” section of the Offering Memorandum, Notes to the extent that such provision in that “the Description of Notes” Notes was intended to be a verbatim recitation of a provision of this Indenture, the Guarantees or the Notes, ; (j) add assets to the Subsidiary Guarantees; (12) to provide for the issuance of Additional Notes in accordance with the limitations set forth in Collateral or release Collateral from any Lien as permitted under this Indenture; or (13k) to comply with mortgage, pledge, hypothecate or grant any other Lien in favor of a Notes Collateral Agent for the provisions benefit of the Depositary or the Trustee with respect to Article II 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 indenture, and upon receipt by the Trustee of the documents described in Sections 7.02 and 9.05, the Trustee 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 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.Secured Parties; 85

Without Consent of Holders of Notes. Notwithstanding Section 9.029.02 hereof, 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 Subsidiary Note Guarantees: (1) to cure any ambiguity, omission, defect or inconsistency; (2) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3) to provide for the assumption of the Company’s or a Guarantor’s obligations to the Holders of the Notes in and Note Guarantees by a successor to the case of a merger Company or consolidation such Guarantor pursuant to Article 5 or sale of all or substantially all of the Company’s or a Guarantor’s assetsArticle 10 hereof; (4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder of any Holder in any material respectHolder; (5) to add any Person as a Guarantor; (6) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; (7) to remove a Guarantor which, in accordance with the terms of this Indenture, ceases to be liable in respect of its Subsidiary Guarantee or to evidence the release of any Guarantor permitted to be released under the terms of this Indenture or to allow any Guarantor to execute a supplemental Indenture and/or a Note Guarantee with respect to the Notes; (8) to evidence and provide for the acceptance of appointment under this Indenture by a successor Trustee; (9) to secure all of the Notes; (10) to add to the covenants of the Company or any Guarantor for the benefit of the Holders or to surrender any right or power conferred upon the Company or any Guarantor; (116) to conform the text of this Indenture, the Notes, Notes or the Subsidiary Note Guarantees to any provision of the “Description of Notes” section of the Offering Memorandum, 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 Notes, the Subsidiary Note Guarantees, which intent may be evidenced by an Officers’ Certificate to that effect; (7) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes; (8) to secure the Notes or the Note Guarantees pursuant to the requirements of Section 4.12 hereof or otherwise; (9) to evidence or provide for the acceptance of appointment under this Indenture of a successor trustee; (10) to provide for the conversion, transfer or re-domestication of the Company in accordance with Section 5.01 hereof, or to add a corporate co-issuer of the Notes; (11) to add to the covenants of the Company and the Restricted Subsidiaries such further covenants, restrictions, conditions or provisions as the Company and the Restricted Subsidiaries shall consider to be appropriate for the benefit of the holders of all or any series of debt securities or to surrender any right or power therein conferred upon the Company or to make the occurrence, or the occurrence and continuance, of a Default in any such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as set forth therein; provided that in respect of any such additional covenant, restriction, condition or provision, such supplemental indenture may provide for a particular period of grace after Default (which period may be shorter or longer than that allowed in the case of other Defaults) or may provide for an immediate enforcement upon such an Event of Default or may limit the remedies available to the Trustee upon such an Event of Default or may limit the right of the holders of at least a majority in aggregate principal amount of the Notes to waive such an Event of Default; (12) to add any additional Defaults or Events of Default in respect of the Notes; or (13) to provide for the issuance of Additional additional Notes in accordance with the limitations set forth in this Indenture; or (13) to comply with the provisions Indenture as of the Depositary or the Trustee with respect to Article II date 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 indenture, and upon receipt by the Trustee of the documents described in Sections Section 7.02 and 9.05hereof, the Trustee 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 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 9.029.02 of this Indenture, without the consent of any Holder of Notes, the CompanyIssuers, the Guarantors and the Trustee may amend or supplement this Indenture, the Notes or the Subsidiary Note Guarantees: (1) to cure any ambiguity, omissiondefect, defect omission or inconsistencyinconsistency in this Indenture or the Notes; (2) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3) to provide for the assumption of the Companyan Issuer’s or a Guarantor’s obligations to the Holders holders of the Notes and the Note Guarantees in the case of a merger or consolidation or sale of all or substantially all of the Companyan Issuer’s or a such Guarantor’s assetsassets to comply with Article 5 or Section 10.04; (3) to comply with any requirements of the SEC in connection with the qualification of this Indenture under the Trust Indenture Act; (4) to evidence and provide for the acceptance of an appointment by a successor Trustee; (5) 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; (6) to provide for any Guarantee of the Notes, to secure the Notes 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 this Indenture; (7) to add to the covenants of the Company or any Subsidiary Guarantor for the benefit of the Holders of the Notes or to surrender any right or power conferred upon an Issuer or any Guarantor; (8) to provide for the issuance of Additional Notes in accordance with the terms of this Indenture; (9) to conform the text of this Indenture, the Notes or the Note Guarantees 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” section of the Offering Memorandum was intended to be a verbatim recitation of a provision this Indenture, the Notes or the Note Guarantees; (10) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder of any Holder in any material respect; (5) to add any Person as a Guarantor; (6) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; (7) to remove a Guarantor which, in accordance with the terms of this Indenture, ceases to be liable in respect of its Subsidiary Guarantee or to evidence the release of any Guarantor permitted to be released under the terms of this Indenture or to allow any Guarantor to execute a supplemental Indenture and/or a Note Guarantee with respect to the Notes; (8) to evidence and provide for the acceptance of appointment under this Indenture by a successor Trustee; (9) to secure all of the Notes; (10) to add to the covenants of the Company or any Guarantor for the benefit of the Holders or to surrender any right or power conferred upon the Company or any Guarantor;Holder; or (11) to conform the text of this Indenture, the Notes, the Subsidiary Guarantees make any amendment 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 Notes, the Subsidiary Guarantees; (12) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture; or (13) to comply with the provisions of this Indenture relating to the Depositary 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 Trustee with respect rights of Holders to Article II of this Indenturetransfer 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 documents described in Sections Section 7.02 and 9.05hereof, the Trustee 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 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 9.029.02 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 Subsidiary Note Guarantees: (1a) to cure any ambiguity, omission, defect or inconsistency; (2b) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3c) to provide for the assumption of the Company’s or a Guarantor’s obligations to the Holders of the Notes and Note Guarantees in the case of a merger or consolidation or sale of all or substantially all of the Company’s or a such Guarantor’s properties or assets, as applicable, including to provide for the conversion, transfer or re-domestication of the Company in accordance with Section 5.01 hereof or to add a corporate co-issuer of the Notes; (4d) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder under this Indenture of any Holder in any material respect, including to comply with requirements of the SEC or DTC in order to maintain the transferability of the Notes pursuant to Rule 144A or Regulation S; provided that in respect of any such additional covenant, restriction, condition or provision, such supplemental indenture may provide for a particular period of grace after Default (which period may be shorter or longer than that allowed in the case of other Defaults) or may provide for an immediate enforcement upon such an Event of Default or may limit the remedies available to the trustee upon such an Event of Default or may limit the right of the holders of at least a majority in aggregate principal amount of the Notes to waive such an Event of Default; (5) to add any Person as a Guarantor; (6e) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIATrust Indenture Act of 1939, as amended; (7) to remove a Guarantor which, in accordance with the terms of this Indenture, ceases to be liable in respect of its Subsidiary Guarantee or to evidence the release of any Guarantor permitted to be released under the terms of this Indenture or to allow any Guarantor to execute a supplemental Indenture and/or a Note Guarantee with respect to the Notes; (8) to evidence and provide for the acceptance of appointment under this Indenture by a successor Trustee; (9) to secure all of the Notes; (10) to add to the covenants of the Company or any Guarantor for the benefit of the Holders or to surrender any right or power conferred upon the Company or any Guarantor; (11f) to conform the text of this Indenture, the Notes, Notes or the Subsidiary Note Guarantees to any provision of the “Description of Notesnotes” section of the Offering Memorandum, offering memorandum relating to the extent that such provision in that “Description issuance of Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Initial Notes, the Subsidiary Guaranteesas specified in an Officers’ Certificate; (12g) to add any additional Guarantee of the Notes as provided in this Indenture or otherwise or to evidence the release of any Guarantor from its Note Guarantee as provided in this Indenture; (h) to secure the Notes or the Note Guarantees pursuant to the requirements of Section 4.12 hereof or otherwise; (i) to evidence or provide for the acceptance of appointment under this Indenture of a successor Trustee; (j) to add any additional Defaults or Events of Default in respect of this Indenture or the Notes; or (k) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture; or (13) to comply with the provisions Indenture as of the Depositary or the Trustee date of this Indenture (including with respect to Article II 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 associated changes to transfer mechanics or supplemental indenture, and upon receipt by the Trustee of the documents described in Sections 7.02 and 9.05, the Trustee 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 will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwiseprocedures).

Without Consent of Holders of Notes. Notwithstanding Section 9.02, without Without the consent of any Holder of Notes, the Company, the Guarantors Guarantors, the Trustee and the Trustee Collateral Agent may amend or supplement this Indenture, the Security Documents, the Notes or the Subsidiary Note Guarantees: (1i) to cure any ambiguity, omissionmistake, defect or inconsistency; (2ii) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3iii) to provide for the assumption by a Successor Company or a successor company of a Guarantor, as applicable, of the Company’s or a such Guarantor’s obligations to the Holders of the Notes in the case of a merger or consolidation or sale of all or substantially all of the Company’s or a Guarantor’s assetsunder this Indenture; (4iv) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder of any Holder in any material respect; (5v) to add any Person as a Guarantor; (6) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; (7) to remove a Guarantor which, in accordance with the terms of this Indenture, ceases to be liable in respect of its Subsidiary Guarantee or to evidence the release of any Guarantor permitted to be released under the terms of this Indenture or to allow any Guarantor to execute a supplemental Indenture and/or a Note Guarantee with respect to secure the Notes; (8) vi) to evidence and provide for the acceptance of appointment under this Indenture by add a successor TrusteeNote Guarantee; (9) to secure all of the Notes; (10) to add to the covenants of the Company or any Guarantor for the benefit of the Holders or to surrender any right or power conferred upon the Company or any Guarantor; (11vii) to conform the text of this Indenture, Indenture or the Notes, Notes (including the Subsidiary Guarantees related Note Guarantees) to any provision of the “Description of Notes” section of included in 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 Notes, the Subsidiary Guarantees; (12viii) to provide for the issuance of Additional Notes in accordance with the limitations provisions set forth in this Indenture; (ix) to release a Guarantor from its Note Guarantee; provided that such release is in accordance with the applicable provisions of this Indenture; (x) to evidence and provide for the acceptance of appointment by a successor trustee or a successor collateral agent under the Security Documents; (xi) to release any Lien granted in favor of the Holders of the Notes pursuant to Section 4.06 upon release of the Lien securing the underlying obligation that gave rise to such Lien; or (13xii) to comply provide for the accession of any parties to the Security Documents (and other amendments that are administrative or ministerial in nature) in connection with an incurrence of additional First-Priority Obligations permitted by this Indenture, provided that the Company has delivered to the Trustee an Opinion of Counsel and an Officer’s Certificate, each stating that such amendment or supplement complies with the provisions of this Section 9.01. In addition, without the Depositary consent of holders of at least 66 2/3% in principal amount of Notes then outstanding, no amendment, supplement or waiver may modify any Security Document or the Trustee provisions in this Indenture dealing with respect to Article II the Collateral or the Security Documents that would have the impact of this Indenture. Upon the request releasing all or substantially all of the Company accompanied by a resolution of its Board of Directors authorizing Collateral from the execution of any such amended or supplemental indenture, and upon receipt by the Trustee Liens of the documents described in Sections 7.02 and 9.05, the Trustee will join with the Company and the Guarantors in the execution of any amended or supplemental indenture authorized or Security Documents (except as permitted by the terms of this Indenture and the Security Documents) or change or alter the priority of the security interests in the Collateral. Notwithstanding the foregoing, if the euro is unavailable to make any further appropriate agreements the Company due to the imposition of exchange controls or other circumstances beyond the Company’s control (including the dissolution of the euro) or if the euro is no longer being used by the then member states of the European Monetary Union that have adopted the euro as their currency or for the settlement of transactions by public institutions of or within the international banking community, the Company and stipulations that may be therein contained, but the Trustee will not and Paying Agent shall be obligated permitted, without the consent of any other Person, to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under amend the terms of this Indenture or otherwiseand the Notes to change the currency in which the obligations of the Company hereunder are payable in a manner consistent with then-prevailing market practice for similarly situated issuers.

Without Consent of Holders of Notes. (a) Notwithstanding Section 9.02, without the consent 9.02 of any Holder of Notesthis Indenture, the Company, the Guarantors Guarantors, and the Trustee may amend or supplement this Indenture, Indenture or the Notes or without the Subsidiary Guaranteesconsent of any Holder of a Note: (1i) to cure evidence the succession of another Person to the Company and the assumption by any ambiguity, omission, defect or inconsistency;such successor of the covenants of the Company in this Indenture and in the Notes; or (2ii) to add to the covenants of the Company for the benefit of the Holders, or to surrender any right or power herein conferred upon the Company; or (iii) to add additional Events of Defaults; or (iv) to provide for uncertificated Notes in addition to or in place of certificated Notes;; or (3v) to provide for the assumption of the Company’s or a Guarantor’s obligations to the Holders of the Notes in the case of a merger or consolidation or sale of all or substantially all of the Company’s or a Guarantor’s assets; (4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder of any Holder in any material respect; (5) to add any Person as a Guarantor; (6) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; (7) to remove a Guarantor which, in accordance with the terms of this Indenture, ceases to be liable in respect of its Subsidiary Guarantee or to evidence the release of any Guarantor permitted to be released under the terms of this Indenture or to allow any Guarantor to execute a supplemental Indenture and/or a Note Guarantee with respect to the Notes; (8) to evidence and provide for the acceptance of appointment under this Indenture by a successor Trustee;; or (9vi) to secure all of the Notes;; or (10vii) to add cure any ambiguity, to correct or supplement any provision in this Indenture that may be defective or inconsistent with any other provision in this Indenture, or to make any other provisions with respect to matters or questions arising under this Indenture, provided that such actions pursuant to this clause do not adversely affect the covenants of the Company or any Guarantor for the benefit interests of the Holders or to surrender in any right or power conferred upon the Company or any Guarantor;material respect; or (11viii) to conform comply with any requirements of the text Commission in order to effect and maintain the qualification of this Indenture, Indenture under the Notes, the Subsidiary Guarantees 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 Notes, the Subsidiary Guarantees;Trust Indenture Act; or (12ix) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this IndentureIndenture as of its date; or (13x) to comply with the provisions of the Depositary or the Trustee allow any Guarantor to execute a supplemental Indenture and a Guarantee with respect to Article II the Notes; or (xi) to provide for the issuance of the Exchange Notes pursuant to the terms of this Indenture. Notwithstanding the foregoing, and so long as the Credit Agreement is outstanding, neither the Company nor the Trustee may amend any provisions of this Indenture or the Notes concerning the subordination of the Notes and the Guarantees without the prior written consent of the Agent Bank, acting on behalf of the Banks under the Credit Agreement. (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 indentureIndenture, and upon receipt by the Trustee of the documents described in Sections Section 7.02 and 9.05hereof, the Trustee will 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 will 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, without the consent 9.02 of any Holder of Notesthis Indenture, the CompanyIssuers, the Guarantors and the Trustee may amend or supplement this Indenture, Indenture or the Notes or the Subsidiary GuaranteesNote Guarantees without the consent of any Holder of Note: (1) to cure any ambiguity, omission, defect or inconsistency; (2) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3) to provide for the assumption of the Company’s Issuers’ or a Guarantor’s obligations to the Holders of the Notes and Note Guarantees in the case of a merger or consolidation or sale of all or substantially all of the Company’s Issuers’ or a such Guarantor’s assets, as applicable; (4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder of any Holder in any material respectsuch Holder; (5) to add any Person as a Guarantor; (6) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; (7) to remove a Guarantor which, in accordance with the terms of this Indenture, ceases to be liable in respect of its Subsidiary Guarantee or to evidence the release of any Guarantor permitted to be released under the terms of this Indenture or to allow any Guarantor to execute a supplemental Indenture and/or a Note Guarantee with respect to the Notes; (8) to evidence and provide for the acceptance of appointment under this Indenture by a successor Trustee; (9) to secure all of the Notes; (10) to add to the covenants of the Company or any Guarantor for the benefit of the Holders or to surrender any right or power conferred upon the Company or any Guarantor; (116) to conform the text of this Indenture, the Notes, Notes or the Subsidiary Note Guarantees to any provision of the “Description of Notes” section of the Offering Memorandum, 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 Notes, Notes or the Subsidiary Note Guarantees; (127) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture; orIndenture as of the Issue Date; (138) to allow any Guarantor to execute a supplemental indenture and/or a notation of a Note Guarantee with respect to the Notes or to reflect the release of a Note Guarantee in accordance with this Indenture; (9) to secure the Notes and/or the Note Guarantees; (10) to comply with the provisions rules of any applicable securities depository; or (11) to provide for the Depositary or the Trustee reorganization of Xxxxx Energy Partners as any other form of entity, in accordance with respect to Article II of this IndentureSection 5.01(a). Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indentureIssuers, and upon receipt by the Trustee of the documents described in Sections 7.02 and 9.05Section 9.05 hereof, the Trustee will 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 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.