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

Without Consent of Holders of Notes. The Issuer, the Guarantors and the Trustee may, from time to time, and at any time enter into an indenture or indentures supplemental without the consent of the Holders of the Notes hereto for one or more of the following purposes: (a) to cure any ambiguity, defect or inconsistency in this Indenture; provided that this action shall not adversely affect the interests of Holders of the Notes in any material respect; (b) to evidence a successor to the Issuer as obligor or the Company or the General Partner as Guarantors under this Indenture; (c) to make any change that does not adversely affect the interests of the Holders of any Notes then outstanding; (d) to provide for the issuance of additional Notes in accordance with the limitations set forth in the indenture; (e) to provide for the acceptance of appointment by a successor trustee or facilitate the administration of the trusts under the indenture by more than one trustee; (f) reflect the release of the Company or the General Partner, as Guarantors, in accordance with the provisions of this Indenture; (g) to secure the Notes; (h) to add Guarantors with respect to the Notes; or (i) to conform the text of this Indenture, any Note Guarantee or the Notes to any provision of the description thereof set forth in the Listing Particulars to the extent that such provision in the Listing Particulars was intended to be a verbatim recitation of a provision in this Indenture, such Note Guarantee or the Notes (as certified in an Officers’ Certificate). Upon the written request of the Issuer, accompanied by a copy of the resolutions of the Board of Directors certified by the General Partner’s Secretary or Assistant Secretary authorizing the execution of any supplemental indenture, the Trustee is hereby authorized to join with the Issuer and the Guarantors in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental indenture that affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed by the Issuer, 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. The IssuerNotwithstanding Section 9.02 of this Indenture, the Guarantors and Company, the Subsidiary Guarantors, the Trustee may(as applicable and to the extent each is a party to the relevant document) may amend or supplement this Indenture, from time to timethe Notes, and at any time enter into an indenture or indentures supplemental and/or the Note Guarantees without the consent of the Holders of the Notes hereto for one or more of the following purposesany Holder: (a1) to cure any ambiguity, defect or inconsistency in this Indenture; provided that this action shall not adversely affect the interests of Holders of the Notes in any material respectinconsistency; (b2) to evidence a successor provide for uncertificated Notes in addition to the Issuer as obligor or the Company or the General Partner as Guarantors under this Indenturein place of certificated Notes; (c3) to provide for the assumption of the Company’s or a Subsidiary Guarantor’s Obligations under the Notes or the Note Guarantees in the case of a merger or consolidation or sale of all or substantially all of the Company’s or such Subsidiary Guarantor’s assets, as applicable; (4) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the interests of the Holders legal rights under this Indenture of any Notes then outstandingsuch Holder; (d) to provide for the issuance of additional Notes in accordance with the limitations set forth in the indenture; (e) to provide for the acceptance of appointment by a successor trustee or facilitate the administration of the trusts under the indenture by more than one trustee; (f) reflect the release of the Company or the General Partner, as Guarantors, in accordance with the provisions of this Indenture; (g) to secure the Notes; (h) to add Guarantors with respect to the Notes; or (i5) to conform the text of the Notes, this Indenture, any Note Guarantee Indenture or the Notes Note Guarantees to any provision of the description thereof set forth in “Description of Notes” section of the Listing Particulars Offering Memorandum, to the extent that such provision in that “Description of Notes” section of the Listing Particulars Offering Memorandum was intended to be a verbatim recitation of a provision of the Notes, this Indenture or the Note Guarantees, which intent shall be evidenced by an Officer’s Certificate of the Company to that effect; (6) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date of this Indenture, such ; or (7) to allow any Subsidiary Guarantor to execute a supplemental indenture and/or a Note Guarantee or with respect to the Notes (as certified or to release any Subsidiary Guarantor from its Note Guarantee in an Officers’ Certificate)accordance with the terms of this Indenture. Upon the written request of the Issuer, Company accompanied by a copy resolution of the resolutions of the its Board of Directors certified by the General Partner’s Secretary or Assistant Secretary authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee is hereby authorized to of the documents described in Section 7.02 hereof, the Trustee, will join with the Issuer Company and the Subsidiary Guarantors in the execution of any such 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 and to accept the conveyance, transfer and assignment of any property thereundercontained, but neither the Trustee shall not nor any Agent will be obligated to, but to (although they may in its at their discretion, ) enter into any such amended or supplemental indenture that affects the Trustee’s their own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed by the Issuer, 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. The IssuerNotwithstanding Section 9.02 of this Indenture, the Guarantors and Company, the Trustee mayGuarantors, from time to timethe Trustee, and at any time enter into an indenture each Agent, the Security Agent and/or the Intercreditor Agent, as the case may be, may amend or indentures supplemental supplement this Indenture, the Notes, the Note Guarantees, the Security Documents and/or the Intercreditor Agreement without the consent of the Holders of the Notes hereto for one or more of the following purposesany Holder: (a1) to cure any ambiguity, defect or inconsistency in this Indenture; provided that this action shall not adversely affect the interests of Holders of the Notes in any material respectinconsistency; (b2) to evidence a successor provide for uncertificated Notes in addition to the Issuer as obligor or the Company or the General Partner as Guarantors under this Indenturein place of certificated Notes; (c3) to provide for the assumption of the Company’s or a Guarantor’s Obligations under the Notes or the Note Guarantees in the case of a merger or consolidation or sale of all or substantially all of the Company’s or such Guarantor’s assets, as applicable; (4) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the interests of the Holders legal rights under this Indenture of any Notes then outstandingsuch Holder; (d) to provide for the issuance of additional Notes in accordance with the limitations set forth in the indenture; (e) to provide for the acceptance of appointment by a successor trustee or facilitate the administration of the trusts under the indenture by more than one trustee; (f) reflect the release of the Company or the General Partner, as Guarantors, in accordance with the provisions of this Indenture; (g) to secure the Notes; (h) to add Guarantors with respect to the Notes; or (i5) to conform the text of the Notes, this Indenture, any the Note Guarantee Guarantees, the Security Documents or the Notes Intercreditor Agreement to any provision of the description thereof set forth in “Description of Notes” section of the Listing Particulars Offering Memorandum, to the extent that such provision in that “Description of Notes” section of the Listing Particulars Offering Memorandum was intended to be a verbatim recitation of a provision in of the Notes, this Indenture, such the Note Guarantees, the Security Documents or the Intercreditor Agreement, which intent shall be evidenced by an Officer’s Certificate of the Company to that effect; (6) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date of this Indenture; (7) to make, complete or confirm any grant of Collateral permitted or required by this Indenture, the Security Documents or the Intercreditor Agreement; or (8) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee or with respect to the Notes (as certified or to release any Guarantor from its Note Guarantee in an Officers’ Certificate)accordance with the terms of this Indenture. Upon the written request of the Issuer, Company accompanied by a copy resolution of the resolutions of the its Board of Directors certified by the General Partner’s Secretary or Assistant Secretary authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee is hereby authorized of the documents described in Section 7.02 hereof, the Trustee, each Agent, the Security Agent (at the direction of the Trustee, subject to receipt of the documents described in Section 7.02(b)) and/or the Intercreditor Agent, (at the direction of the Trustee, subject to receipt of the documents described in Section 7.02(b)), as the case may be, will join with the Issuer Company and the Guarantors in the execution of any such amended or supplemental indenture, indenture authorized or permitted by the terms of this Indenture and the Intercreditor Agreement and to make any further appropriate agreements and stipulations that may be therein contained and to accept the conveyance, transfer and assignment of any property thereundercontained, but neither the Trustee shall not Trustee, the Security Agent, the Intercreditor Agent nor any Agent will be obligated to, but to (although they may in its at their discretion, ) enter into any such amended or supplemental indenture that affects the Trustee’s their own rights, duties or immunities under this Indenture Indenture, the Intercreditor Agreement or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed by the Issuer, 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. The Issuer(a) Notwithstanding Section 9.02 hereof, the Guarantors and the Trustee may, from time to time, and at any time enter into an indenture or indentures supplemental without the consent of any Holder of Notes, the Holders of Company, any Guarantor (with respect to a Note Guarantee or this Indenture) and the Trustee may amend or supplement this Indenture, the Notes hereto for one or more of the following purposesNote Guarantees: (ai) to cure any ambiguity, defect or inconsistency in this Indenture; provided that this action shall not adversely affect the interests of Holders of the Notes in any material respectinconsistency; (bii) to evidence a successor provide for uncertificated Notes in addition to the Issuer as obligor or the Company or the General Partner as Guarantors under this Indenturein place of certificated Notes; (ciii) to provide for the assumption of the Company’s obligations to Holders of Notes in the case of a merger or consolidation or sale of all or substantially all of the Company’s assets; (iv) to make any change that would provide any additional rights or benefits to the Holders of Notes or that does not adversely affect in any material respect the interests of the Holders legal rights under this Indenture of any Notes then outstandingsuch Holder; (d) to provide for the issuance of additional Notes in accordance with the limitations set forth in the indenture; (e) to provide for the acceptance of appointment by a successor trustee or facilitate the administration of the trusts under the indenture by more than one trustee; (f) reflect the release of the Company or the General Partner, as Guarantors, in accordance with the provisions of this Indenture; (g) to secure the Notes; (h) to add Guarantors with respect to the Notes; or (iv) to conform the text of this Indenture, any the Note Guarantee Guarantees or the Notes to any provision of the description thereof set forth “Description of Notes” contained in the Listing Particulars Offering Memorandum to the extent that such provision in the Listing Particulars “Description of Notes” was intended to be a verbatim recitation of a provision in of this Indenture, such the Note Guarantee Guarantees or the Notes (Notes, as certified in evidenced by an Officers’ Certificate). ; (vi) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as in effect on the date hereof; (vii) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee; (viii) to comply with the rules of any applicable securities depository; (ix) to add a co-issuer or co-obligor of the Notes; or (x) to evidence and provide for the acceptance of appointment by a successor Trustee in accordance with the applicable provisions of this Indenture. (b) Upon the written request of the IssuerCompany, accompanied and upon receipt by a copy the Trustee of the resolutions of the Board of Directors certified by the General Partner’s Secretary or Assistant Secretary authorizing the execution of any supplemental indenturedocuments described in Section 9.06 hereof, the Trustee is hereby authorized to shall join with the Issuer Company and the Guarantors in the execution of any such 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 and to accept the conveyance, transfer and assignment of any property thereundercontained, but the Trustee shall not be obligated to, but may in its discretion, to enter into any such amended or supplemental indenture that affects the Trustee’s its own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed by the Issuer, 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. The Notwithstanding Section 9.02 of this Indenture, without the consent of any Holder of Notes, the Issuer, the Guarantors and the Trustee maymay amend or supplement this Indenture, from time to time, and at any time enter into an indenture or indentures supplemental without the consent of the Holders of the Notes hereto for one or more of the following purposesGuarantees: (a) to cure any ambiguity, defect or inconsistency in this Indenture; provided that this action shall not adversely affect the interests of Holders of the Notes in any material respectinconsistency; (b) to evidence a successor provide for uncertificated Notes in addition to the Issuer as obligor or the Company or the General Partner as Guarantors under this Indenturein place of certificated Notes; (c) to provide for the assumption of the Issuer’s or a Guarantor’s obligations to Holders of the Notes and Guarantees in the case of a merger or consolidation or sale of all or substantially all of the Issuer’s or such Guarantor’s properties or assets, as applicable; (d) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the interests of the Holders legal rights under this Indenture of any Notes then outstandingHolder; (de) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; (f) to conform the text of this Indenture, the Notes or the Guarantees to any provision of the “Description of Notes” section of the Offering Memorandum as specified by an Officers’ Certificate; (g) to provide for the issuance of additional Additional Notes in accordance with the limitations set forth in this Indenture as of the indenturedate hereof; (eh) to secure the Notes or the Guarantees pursuant to the requirements of Section 4.12 or otherwise; (i) to evidence the release of any Guarantor from its Guarantee, as provided in this Indenture, add any additional Guarantor or guarantee of the Notes; (j) to evidence or provide for the acceptance of appointment by under this Indenture of a successor trustee or facilitate the administration of the trusts under the indenture by more than one trustee; (f) reflect the release of the Company or the General Partner, as Guarantors, in accordance with the provisions of this Indenture; (g) to secure the Notes; (h) to add Guarantors with respect to the NotesTrustee; or (ik) to conform provide for the text of this Indenture, any Note Guarantee or the Notes to any provision reorganization of the description thereof set forth Issuer as any other form of entity in the Listing Particulars to the extent that such provision in the Listing Particulars was intended to be a verbatim recitation of a provision in this Indenture, such Note Guarantee or the Notes (as certified in an Officers’ Certificateaccordance with Section 5.01(c). Upon the written request of the Issuer, accompanied by a copy of the resolutions of the Board of Directors certified by the General Partner’s Secretary or Assistant Secretary authorizing the execution of any supplemental indenture, the Trustee is hereby authorized to join with the Issuer and the Guarantors in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental indenture that affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed by the Issuer, 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. The Issuer, the Guarantors and the Trustee may, from time to time, and at any time enter into an indenture or indentures supplemental without the consent of the Holders of the Notes hereto for one or more of the following purposes: (a) to cure any ambiguity, defect or inconsistency in this Indenture; provided that this action shall not adversely affect the interests of Holders of the Notes in any material respect; (b) to evidence a successor to the Issuer as obligor or the Company or the General Partner as Guarantors under this Indenture; (c) to make any change that does not adversely affect the interests of the Holders of any Notes then outstanding; (d) to provide for the issuance of additional Notes in accordance with the limitations set forth in the indenturethis Indenture; (e) to provide for the acceptance of appointment by a successor trustee or facilitate the administration of the trusts under the indenture this Indenture by more than one trustee; (f) to reflect the release of the Company or the General Partner, as Guarantors, in accordance with the provisions of this Indenture; (g) to secure the Notes; (h) to add Guarantors with respect to the Notes; or (i) to conform the text of this Indenture, any Note Guarantee or the Notes to any provision of the description thereof set forth in the Listing Particulars to the extent that such provision in the Listing Particulars was intended to be a verbatim recitation of a provision in this Indenture, such Note Guarantee or the Notes (as certified in an Officers’ Certificate). Upon the written request of the Issuer, accompanied by a copy of the resolutions of the Board of Directors certified by the General Partner’s Secretary or Assistant Secretary authorizing the execution of any supplemental indenture, the Trustee is hereby authorized to join with the Issuer and the Guarantors in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental indenture that affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed by the Issuer, 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. The IssuerNotwithstanding Section 9.02 of this Indenture, the Guarantors Company and the Trustee may, from time to time, and at any time enter into an indenture may amend or indentures supplemental supplement this Indenture or the Notes of one or more Series without the consent of the Holders any Holder of the Notes hereto for one or more of the following purposesNote: (a) 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, defect or inconsistency in to conform the provisions of this Indenture; provided that this action shall not adversely affect Indenture to the interests of Holders description of the Notes contained in any material respectthe prospectus or other offering document pursuant to which the Notes of one or more Series were sold, as evidenced by an Officer’s Certificate stating that such text constitutes an unintended conflict with the description of the corresponding provision in the offering document; (b) to evidence a successor provide for uncertificated Notes in addition to the Issuer as obligor or the Company or the General Partner as Guarantors under this Indenturein place of certificated Notes; (c) to provide for the assumption of the Company’s obligations to the Holders of the Notes by a successor to the Company pursuant to Article 5 hereof; (d) to make any change that would provide any additional rights or benefits to the Holders of all or any Series of Notes or that does not adversely affect the interests of the Holders rights hereunder of any Notes then outstandingHolder in any material respect, as evidenced by an Officer’s Certificate; (de) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; (f) to provide for the issuance of additional and establish the form and terms and conditions of Notes in accordance with the limitations set forth in the indenture; (e) to provide for the acceptance of appointment any Series as permitted by a successor trustee or facilitate the administration of the trusts under the indenture by more than one trustee; (f) reflect the release of the Company or the General Partner, as Guarantors, in accordance with the provisions of this Indenture; (g) to secure add guarantees with respect to the Notes;Notes of any Series or to provide security for the Notes of any Series; or (h) to add Guarantors evidence and provide for the acceptance of appointment hereunder by a successor Trustee or successor Trustees with respect to the Notes; or (i) Notes of one or more Series and to conform add to or change any of the text provisions of this Indenture, any Note Guarantee Indenture as shall be necessary to provide for or facilitate the Notes to any provision administration of the description thereof set forth trusts hereunder (provided that, in the Listing Particulars to the extent that such provision in the Listing Particulars was intended to be a verbatim recitation case of a provision in this Indenturesuccessor Trustee being appointed, the Trustee being succeeded need not execute such Note Guarantee amendment or the Notes (as certified in an Officers’ Certificatesupplement). Upon the written request of the Issuer, Company accompanied by a copy of the resolutions of the Board of Directors certified by the General Partner’s Secretary or Assistant Secretary Resolution authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee is hereby authorized to of the documents described in Section 7.02 hereof, the Trustee will join with the Issuer and the Guarantors Company in the execution of any such 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 and to accept the conveyance, transfer and assignment of any property thereundercontained, but the Trustee shall will not be obligated to, but may in its discretion, to enter into any such amended or supplemental indenture that affects the Trustee’s its own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed by the Issuer, 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. The IssuerNotwithstanding Section 9.02 of this Indenture, without the consent of any Holder of Notes, the Issuers, the Guarantors and the Trustee maymay amend or supplement this Indenture, from time to time, and at any time enter into an indenture or indentures supplemental without the consent of the Holders of the Notes hereto for one or more of the following purposesNote Guarantees: (a) to cure any ambiguity, defect or inconsistency in this Indenture; provided that this action shall not adversely affect the interests of Holders of the Notes in any material respectinconsistency; (b) to evidence a successor provide for uncertificated Notes in addition to the Issuer as obligor or the Company or the General Partner as Guarantors under this Indenturein place of certificated Notes; (c) to provide for the assumption of the Issuers’ or a Guarantor’s obligations to Holders of the Notes and Note Guarantees in the case of a merger or consolidation or sale of all or substantially all of the Issuers’ or such Guarantor’s properties or assets, as applicable; (d) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the interests of the Holders legal rights under this Indenture of any Notes then outstanding; (d) to provide for the issuance of additional Notes in accordance with the limitations set forth in the indentureHolder; (e) to provide for the acceptance of appointment by a successor trustee or facilitate the administration comply with requirements of the trusts SEC in order to effect or maintain the qualification of this Indenture under the indenture by more than one trusteeTIA; (f) reflect the release of the Company or the General Partner, as Guarantors, in accordance with the provisions of this Indenture; (g) to secure the Notes; (h) to add Guarantors with respect to the Notes; or (i) to conform the text of this Indenture, any Note Guarantee the Notes or the Notes Note Guarantees to any provision of the description thereof set forth in “Description of notes” section of the Listing Particulars Offering Memorandum to the extent that such provision in the Listing Particulars that “Description of notes” was intended to be a verbatim recitation of a provision of this Indenture, the Notes or the Note Guarantees, which intent may be evidenced by an Officers’ Certificate to that effect; (g) 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 allow any Guarantor to execute a supplemental indenture, or to evidence the release of any Guarantor from its Note Guarantee, in each case as provided in this Indenture, such Note Guarantee ; (i) to secure the Notes or the Notes Note Guarantees pursuant to the requirements of Section 4.12 hereof; or (as certified in an Officers’ Certificate)j) to evidence or provide for the acceptance of appointment under this Indenture of a successor Trustee. Upon the written request of the IssuerPartnership, accompanied and upon receipt by a copy the Trustee of the resolutions of the Board of Directors certified by the General Partner’s Secretary or Assistant Secretary authorizing the execution of any supplemental indenturedocuments described in Section 9.06 hereof, the Trustee is hereby authorized to will join with the Issuer Issuers and the Guarantors in the execution of any such amended or supplemental indenture, indenture authorized or permitted by the terms of this Section 9.01 and to make any further appropriate agreements and stipulations that may be therein contained and to accept the conveyance, transfer and assignment of any property thereundercontained, but the Trustee shall will not be obligated to, but may in its discretion, to enter into any such amended or supplemental indenture that affects the Trustee’s its own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed by the Issuer, 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. The Issuer(a) Notwithstanding Section 9.02 of this Indenture, without the consent of any Holder, the Company, the Guarantors and the Trustee maymay amend or supplement this Indenture, from time to time, and at any time enter into an indenture or indentures supplemental without the consent of the Holders of the Notes hereto for one or more of the following purposesNote Guarantees: (a1) to cure any ambiguity, mistake, defect or inconsistency inconsistency; (2) to provide for uncertificated Notes in this Indenture; addition to or in place of certificated Notes (provided that this action shall 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 or a Guarantor’s obligations to the Holders of the Notes and Note Guarantees by a successor to the Company or such Guarantor pursuant to Article 5 or Article 10 hereof; (4) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the interests legal rights under this Indenture of Holders of the Notes any such Holder in any material respect; (b) to evidence a successor to the Issuer as obligor or the Company or the General Partner as Guarantors under this Indenture; (c) to make any change that does not adversely affect the interests of the Holders of any Notes then outstanding; (d) to provide for the issuance of additional Notes in accordance with the limitations set forth in the indenture; (e) to provide for the acceptance of appointment by a successor trustee or facilitate the administration of the trusts under the indenture by more than one trustee; (f) reflect the release of the Company or the General Partner, as Guarantors, in accordance with the provisions of this Indenture; (g) to secure the Notes; (h) to add Guarantors with respect to the Notes; or (i5) to conform the text of this Indenture, any Note Guarantee the Notes, or the Notes Note Guarantees to any provision of the description thereof set forth in “Description of Notes” section of the Listing Particulars Offering Memorandum to the extent that such provision in the Listing Particulars that “Description of Notes” was intended to be a verbatim recitation of a provision in of this Indenture, such the Notes or the Note Guarantees, which intent may be evidenced by an Officer’s Certificate to that effect; (6) to release any Note Guarantee in accordance with the terms of this Indenture; (7) 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 a Note Guarantee with respect to the Notes; (9) to comply with requirements of the Commission in order to effect or maintain the Notes qualification hereof under the TIA; or (as certified in an Officers’ Certificate). 10) to evidence and provide the acceptance of the appointment of a successorTrustee under this Indenture. (b) Upon the written request of the Issuer, Company accompanied by a copy resolution of the resolutions of the its Board of Directors certified by the General Partner’s Secretary or Assistant Secretary authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee is hereby authorized to of the documents described in Section 7.02 hereof, the Trustee will join with the Issuer Company and the Guarantors in the execution of any such 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 and to accept the conveyance, transfer and assignment of any property thereundercontained, but the Trustee shall will not be obligated to, but may in its discretion, to enter into any such amended or supplemental indenture that affects the Trustee’s its own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of In connection with any proposed amendment or supplement provided for in this Section 9.01 may be executed by the Issuer9.01, the Guarantors Trustee will be entitled to receive, and the Trustee without the consent rely conclusively on, an Opinion of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 9.02Counsel and/or an Officer’s Certificate.

Without Consent of Holders of Notes. The Issuer(a) Notwithstanding the provisions of Section 9.02, without the consent of any Holder, the Company, the Subsidiary Guarantors and the Trustee maymay amend or supplement this Indenture, from time to time, and at any time enter into an indenture or indentures supplemental without the consent of the Holders of the Notes hereto for one or more of the Subsidiary Guarantees in the following purposescircumstances: (a1) to cure any ambiguity, defect or inconsistency inconsistency; (2) to provide for uncertificated Notes in this Indenture; provided addition to or in place of certificated Notes; (3) to provide for the assumption of the Company’s or any Subsidiary Guarantor’s obligations to the Holders in accordance with the terms hereof; (4) to make any change that this action shall would provide any additional rights or benefits to the Holders or that does not adversely affect the interests legal rights under this Indenture of Holders of the Notes any such Holder in any material respect; (b5) to conform the text of this Indenture or the Notes to any provision of the “Description of the Notes” section of the Offering Memorandum to the extent that such provision in the “Description of the Notes” section of the Offering Memorandum was intended to set forth, verbatim or in substance, a provision of this Indenture or the Notes, as applicable, which intent may be evidenced by an Officers’ Certificate to that effect; (6) to evidence a successor to the Issuer as obligor or the Company or the General Partner as Guarantors under this Indenture; (c) to make any change that does not adversely affect the interests of the Holders of any Notes then outstanding; (d) to provide for the issuance of additional Notes in accordance with the limitations set forth in the indenture; (e) to and provide for the acceptance of the appointment by under this Indenture of a successor trustee or facilitate the administration of the trusts under the indenture by more than one trusteeTrustee; (f) reflect the release of the Company or the General Partner, as Guarantors, in accordance with the provisions of this Indenture; (g7) to secure the Notes; (h8) to add any Subsidiary Guarantor or release any Subsidiary Guarantor from its Subsidiary Guarantee if such release is in accordance with the terms of this Indenture; (9) to provide for the issuance of Additional Notes in accordance with this Indenture; (10) 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 such amendment does not materially and adversely affect the rights of Holders to transfer Notes; and (11) to add Guarantors covenants for the benefit of the Holders or to surrender any right or power conferred upon the Company or any Subsidiary Guarantor with respect to the Notes; or. (ib) to conform the text of this Indenture, any Note Guarantee or the Notes to any provision of the description thereof set forth in the Listing Particulars to the extent that such provision in the Listing Particulars was intended to be a verbatim recitation of a provision in this Indenture, such Note Guarantee or the Notes (as certified in an Officers’ Certificate). Upon the written request of the IssuerCompany, accompanied and upon receipt by a copy the Trustee of the resolutions of the Board of Directors certified by the General Partner’s Secretary or Assistant Secretary authorizing the execution of any supplemental indenturedocuments described in Section 9.06, the Trustee is hereby authorized to shall join with the Issuer Company and the Subsidiary Guarantors in the execution of any such amendment 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 and to accept the conveyance, transfer and assignment of any property thereundercontained, but the Trustee shall not be obligated to, but may in its discretion, to enter into any such amendment or supplemental indenture that affects the Trustee’s its own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed by the Issuer, 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. The Issuer(a) Notwithstanding Section 9.02 hereof, the Guarantors and the Trustee may, from time to time, and at any time enter into an indenture or indentures supplemental without the consent of any Holder of Notes, the Holders of Company, any Guarantor (with respect to a Note Guarantee or this Indenture) and the Trustee may amend or supplement this Indenture, the Notes hereto for one or more of the following purposesNote Guarantees: (ai) to cure any ambiguity, defect or inconsistency in this Indenture; provided that this action shall not adversely affect the interests of Holders of the Notes in any material respectinconsistency; (bii) to evidence a successor provide for uncertificated Notes in addition to the Issuer as obligor or the Company or the General Partner as Guarantors under this Indenturein place of certificated Notes; (ciii) to provide for the assumption of the Company’s obligations to Holders of Notes in the case of a merger or consolidation or sale of all or substantially all of the Company’s assets; (iv) to make any change that would provide any additional rights or benefits to the Holders of Notes or that does not adversely affect in any material respect the interests of the Holders legal rights under this Indenture of any Notes then outstandingsuch Holder; (dv) to provide for comply with requirements of the issuance SEC in order to effect or maintain the qualification of additional Notes in accordance with this Indenture under the limitations set forth in the indentureTrust Indenture Act; (e) to provide for the acceptance of appointment by a successor trustee or facilitate the administration of the trusts under the indenture by more than one trustee; (f) reflect the release of the Company or the General Partner, as Guarantors, in accordance with the provisions of this Indenture; (g) to secure the Notes; (h) to add Guarantors with respect to the Notes; or (ivi) to conform the text of this Indenture, any the Note Guarantee Guarantees or the Notes to any provision of the description thereof set forth “Description of Notes” contained in the Listing Particulars Offering Memorandum to the extent that such provision in the Listing Particulars “Description of Notes” was intended to be a verbatim recitation of a provision in of this Indenture, such the Note Guarantee Guarantees or the Notes (Notes, as certified in evidenced by an Officers’ Certificate). ; (vii) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as in effect on the date hereof; (viii) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee; (ix) to comply with the rules of any applicable securities depository; (x) to add a co-issuer or co-obligor of the Notes; or (xi) to evidence and provide for the acceptance of appointment by a successor Trustee in accordance with the applicable provisions of this Indenture. (b) Upon the written request of the IssuerCompany, accompanied and upon receipt by a copy the Trustee of the resolutions of the Board of Directors certified by the General Partner’s Secretary or Assistant Secretary authorizing the execution of any supplemental indenturedocuments described in Section 9.06 hereof, the Trustee is hereby authorized to shall join with the Issuer Company and the Guarantors in the execution of any such 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 and to accept the conveyance, transfer and assignment of any property thereundercontained, but the Trustee shall not be obligated to, but may in its discretion, to enter into any such amended or supplemental indenture that affects the Trustee’s its own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed by the Issuer, 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. The IssuerNotwithstanding Section 9.02 of this Indenture, the Guarantors Issuer and the Trustee maymay modify, from time to timeamend or supplement this Indenture, and at the Notes or any time enter into an supplemental indenture or indentures supplemental without the consent of the Holders any Holder of the Notes hereto for one or more of the following purposesNotes: (a) to cure any ambiguity, defect or inconsistency inconsistency; (b) to provide for uncertificated Notes in this Indenture; provided addition to or in place of certificated Notes; (c) to provide for the assumption of the Issuer’s obligations to Holders of Notes by a successor to the Issuer in the case of a merger or consolidation or sale of all or substantially all of the Issuer’s assets; (d) to make any change that this action shall would provide any additional rights or benefits to the Holders of Notes or that does not adversely affect the interests legal rights under this Indenture of Holders of the Notes any such Holder in any material respect; (b) to evidence a successor to the Issuer as obligor or the Company or the General Partner as Guarantors under this Indenture; (c) to make any change that does not adversely affect the interests of the Holders of any Notes then outstanding; (d) to provide for the issuance of additional Notes in accordance with the limitations set forth in the indenture; (e) to provide for the acceptance of appointment by a successor trustee or facilitate the administration of the trusts under the indenture by more than one trustee; (f) reflect the release of the Company or the General Partner, as Guarantors, in accordance with the provisions of this Indenture; (g) to secure the Notes; (h) to add Guarantors with respect to the Notes; or (i) to conform the text of this Indenture, any Note Guarantee Indenture or the Notes to any provision of the description thereof set forth in “Description of Notes” section of the Listing Particulars Offering Memorandum to the extent that such provision in the Listing Particulars such Description of Notes was intended to be a verbatim recitation of a provision of this Indenture or the Notes, as evidenced by an Officer's Certificate; (f) to allow any Guarantor to execute a supplemental indenture and/or Guarantee with respect to the Notes; (g) 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 U.S. Code); (h) to evidence and provide the acceptance of the appointment of a successor Trustee under the terms of this Indenture or to otherwise comply with any requirement of this Indenture; or (i) to provide for the issuance of Additional Notes in accordance with and if permitted by the terms of and limitations set forth in this Indenture. In formulating its opinion on such matters, the Trustee shall be entitled to request and rely absolutely on such Note Guarantee or evidence as it deems appropriate, including an opinion of counsel and an Officer’s Certificate on which the Notes (as certified in an Officers’ Certificate)Trustee may solely rely. Upon the written request of the Issuer, accompanied Issuer and upon receipt by a copy the Trustee of the resolutions of the Board of Directors certified by the General Partner’s Secretary or Assistant Secretary authorizing the execution of any supplemental indenturedocuments described in Section 7.02(b), the Trustee is hereby authorized to will join with the Issuer and the Guarantors in the execution of any such amended or supplemental indenture, indenture or other document authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained and to accept the conveyance, transfer and assignment of any property thereundercontained, but the Trustee shall will not be obligated to, but may in its discretion, to enter into any such amended or supplemental indenture or other document that affects the Trustee’s its own rights, duties or immunities under this Indenture or otherwiseIndenture. Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed by In addition, the Issuer, the Guarantors Trustee and the Trustee a Restricted Subsidiary being added as a Guarantor may supplement this Indenture to add a guarantor under this Indenture without the notice to or consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 9.02Holder.

Without Consent of Holders of Notes. The Issuer(a) Notwithstanding Section 9.02 of this Indenture, the Guarantors Company, the Guarantors, if any, and the Trustee may, from time to time, and at any time enter into an indenture may amend or indentures supplemental supplement this Indenture or the Notes without the consent of the Holders any Holder of the Notes hereto for one or more of the following purposesa Note: (ai) to cure any ambiguity, defect or inconsistency in this Indenture; provided that this action shall not adversely affect the interests of Holders of the Notes in any material respectinconsistency; (bii) to evidence a successor provide for uncertificated Notes in addition to the Issuer as obligor or the Company or the General Partner as Guarantors under this Indenturein place of certificated Notes; (ciii) to provide for the assumption of the Company’s or any Guarantor’s obligations to Holders of Notes in the case of a merger or consolidation or sale of all or substantially all of the Company’s or such Guarantor’s assets; (iv) to make any change that would provide any additional rights or benefits to the Holders of Notes or that does not materially adversely affect the interests of the Holders legal rights under this Indenture of any Notes then outstandingsuch Holder; (dv) to provide for comply with requirements of the issuance SEC in order to effect or maintain the qualification of additional Notes in accordance with this Indenture under the limitations set forth in the indentureTrust Indenture Act; (e) to provide for the acceptance of appointment by a successor trustee or facilitate the administration of the trusts under the indenture by more than one trustee; (f) reflect the release of the Company or the General Partner, as Guarantors, in accordance with the provisions of this Indenture; (g) to secure the Notes; (h) to add Guarantors with respect to the Notes; or (ivi) to conform the text of this Indenture, any the Note Guarantee Guarantees or the Notes to any provision of the description thereof set forth “Description of Notes” in the Listing Particulars Offering Memorandum to the extent that such provision in the Listing Particulars “Description of Notes” was intended to be a verbatim recitation of a provision in of this Indenture, such the Note Guarantees or the Notes; (vii) to provide for the issuance of Additional Notes in accordance with the limitations described herein; or (viii) to allow a Subsidiary to execute a supplemental indenture for the purpose of providing a Note Guarantee or in accordance with the Notes provisions of this Indenture. (as certified in an Officers’ Certificate). b) Upon the written request of the Issuer, Company accompanied by a copy resolution of the resolutions of the its Board of Directors certified by the General Partner’s Secretary or Assistant Secretary authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee is hereby authorized to of the documents described in Section 7.02 hereof, the Trustee shall join with the Issuer and the Guarantors Company in the execution of any such 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 and to accept the conveyance, transfer and assignment of any property thereundercontained, but the Trustee shall not be obligated to, but may in its discretion, to enter into any such amended or supplemental indenture that affects the Trustee’s its own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed by the Issuer, 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. The Notwithstanding Section 9.02 of this Indenture, the Issuer, the Guarantors Guarantors, the Trustee and the Trustee maySecurity Agent may amend or supplement this Indenture, from time to timethe Notes or the Note Guarantees, any Collateral Document and at any time enter into an indenture or indentures supplemental the Intercreditor Agreement without the consent of the Holders any Holder of the Notes hereto for one or more of the following purposesNotes: (ai) to cure any ambiguity, defect or inconsistency inconsistency; (ii) to provide for uncertificated Notes in this Indenture; provided addition to or in place of certificated Notes; (iii) to provide for the assumption of the Issuer’s or a Guarantor’s obligations to the Holders of the Notes and Note Guarantees pursuant to a transaction governed by Section 5.01; (iv) to make any change that this action shall would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the interests legal rights hereunder of Holders of the Notes any Holder in any material respect; (b) to evidence a successor to the Issuer as obligor or the Company or the General Partner as Guarantors under this Indenture; (c) to make any change that does not adversely affect the interests of the Holders of any Notes then outstanding; (d) to provide for the issuance of additional Notes in accordance with the limitations set forth in the indenture; (e) to provide for the acceptance of appointment by a successor trustee or facilitate the administration of the trusts under the indenture by more than one trustee; (f) reflect the release of the Company or the General Partner, as Guarantors, in accordance with the provisions of this Indenture; (g) to secure the Notes; (h) to add Guarantors with respect to the Notes; or (iv) to conform the text of this Indenture, any the Note Guarantee Guarantees, the Collateral Documents or the Notes to any provision of the description thereof set forth in “Description of Notes” section of the Listing Particulars Offering Memorandum, to the extent that such provision in the Listing Particulars that “Description of Notes” was intended to be a verbatim recitation of a provision in of this Indenture, such the Note Guarantees, the Collateral Documents or the Notes; (vi) to enter into additional or supplemental Collateral Documents; (vii) to release Collateral in accordance with the terms of this Indenture and the Collateral Documents or to release any Note Guarantee in accordance with the terms of this Indenture; (viii) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the Issue Date; (ix) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes; (x) to provide for uncertificated Notes in addition to or the in place of certificated Notes (as certified provided that the uncertificated Notes are issued in an Officers’ Certificateregistered form for purposes of Section 163(f) of Title 26 the U.S. Code, in a manner such that the uncertified Notes are described in Section 163(f)(2)(B) of the U.S. Code); (xi) to evidence and provide the acceptance of the appointment of a successor Trustee under this Indenture; or (xii) to add additional parties to the Intercreditor Agreement or any Collateral Documents to the extent permitted under this Indenture and thereunder. Upon the written request of the Issuer, accompanied Issuer and upon receipt by a copy the Trustee of the resolutions of the Board of Directors certified by the General Partner’s Secretary or Assistant Secretary authorizing the execution of any supplemental indenturedocuments described in Section 7.02(b), the Trustee is hereby authorized to and the Security Agent will join with the Issuer and the Guarantors in the execution of any such amended or supplemental indenture, indenture or other document authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained and to accept the conveyance, transfer and assignment of any property thereundercontained, but the Trustee shall and the Security Agent will not be obligated to, but may in its discretion, to enter into any such amended or supplemental indenture or other document that affects the Trustee’s its own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed by the Issuer, 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 9.02Indenture.

Without Consent of Holders of Notes. The Issuer, the Guarantors and the Trustee may, from time to time, and at any time enter into an indenture or indentures supplemental without the consent of the Holders of the Notes hereto for one or more of the following purposes: (a) to cure any ambiguity, defect or inconsistency in this Indenture; provided that this action shall not adversely affect the interests of Holders of the Notes in any material respect; (b) to evidence a successor to the Issuer as obligor or the Company or the General Partner as Guarantors under this Indenture; (c) to make any change that does not adversely affect the interests of the Holders of any Notes then outstanding; (d) to provide for the issuance of additional Notes in accordance with the limitations set forth in the indenture; (e) to provide for the acceptance of appointment by a successor trustee or facilitate the administration of the trusts under the indenture by more than one trustee; (f) reflect the release of the Company or the General Partner, as Guarantors, in accordance with the provisions of this Indenture; (g) to secure the Notes; (h) to add Guarantors with respect to the Notes; or (i) to conform the text of this Indenture, any Note Guarantee or the Notes to any provision of the description thereof set forth in the Listing Particulars Prospectus to the extent that such provision in the Listing Particulars Prospectus was intended to be a verbatim recitation of a provision in this Indenture, such Note Guarantee or the Notes (as certified in an Officers’ Certificate). Upon the written request of the Issuer, accompanied by a copy of the resolutions of the Board of Directors certified by the General Partner’s Secretary or Assistant Secretary authorizing the execution of any supplemental indenture, the Trustee is hereby authorized to join with the Issuer and the Guarantors in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental indenture that affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed by the Issuer, 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. The Notwithstanding Section 9.02 of this Indenture, the Issuer, the Guarantors Guarantors, the Trustee and the Trustee maySecurity Agent may amend or supplement this Indenture, from time to timethe Notes or the Note Guarantees, any Collateral Document and at any time enter into an indenture or indentures supplemental the Intercreditor Agreement without the consent of the Holders any Holder of the Notes hereto for one or more of the following purposesNotes: (ai) to cure any ambiguity, defect or inconsistency inconsistency; (ii) to provide for uncertificated Notes in this Indenture; provided addition to or in place of certificated Notes; (iii) to provide for the assumption of the Issuer’s or a Guarantor’s obligations to the Holders of the Notes and Note Guarantees pursuant to a transaction governed by Section 5.01; (iv) to make any change that this action shall would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the interests legal rights hereunder of Holders of the Notes any Holder in any material respect; (b) to evidence a successor to the Issuer as obligor or the Company or the General Partner as Guarantors under this Indenture; (c) to make any change that does not adversely affect the interests of the Holders of any Notes then outstanding; (d) to provide for the issuance of additional Notes in accordance with the limitations set forth in the indenture; (e) to provide for the acceptance of appointment by a successor trustee or facilitate the administration of the trusts under the indenture by more than one trustee; (f) reflect the release of the Company or the General Partner, as Guarantors, in accordance with the provisions of this Indenture; (g) to secure the Notes; (h) to add Guarantors with respect to the Notes; or (iv) to conform the text of this Indenture, any the Note Guarantee Guarantees, the Collateral Documents or the Notes to any provision of the description thereof set forth in “Description of Notes” section of the Listing Particulars Offering Memorandum, to the extent that such provision in the Listing Particulars that “Description of Notes” was intended to be a verbatim recitation of a provision in of this Indenture, such the Note Guarantees, the Collateral Documents or the Notes; (vi) to enter into additional or supplemental Collateral Documents; (vii) to release Collateral in accordance with the terms of this Indenture and the Collateral Documents or to release any Note Guarantee in accordance with the terms of this Indenture; (viii) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the Issue Date; (ix) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes; (x) to provide for uncertified Notes in addition to or the in place of certified Notes (as certified provided that the uncertified Notes are issued in an Officers’ Certificateregistered form for purposes of Section 163(f) of Title 26 the U.S. Code, in a manner such that the uncertified Notes are described in Section 163(f)(2)(B) of the U.S. Code); (xi) to evidence and provide the acceptance of the appointment of a successor Trustee under this Indenture; or (xii) to add additional parties to the Intercreditor Agreement or any Collateral Documents to the extent permitted under this Indenture and thereunder. Upon the written request of the Issuer, accompanied Issuer and upon receipt by a copy the Trustee of the resolutions of the Board of Directors certified by the General Partner’s Secretary or Assistant Secretary authorizing the execution of any supplemental indenturedocuments described in Section 7.02(b), the Trustee is hereby authorized to and the Security Agent will join with the Issuer and the Guarantors in the execution of any such amended or supplemental indenture, indenture or other document authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained and to accept the conveyance, transfer and assignment of any property thereundercontained, but the Trustee shall and the Security Agent will not be obligated to, but may in its discretion, to enter into any such amended or supplemental indenture or other document that affects the Trustee’s its own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed by the Issuer, 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 9.02Indenture.

Without Consent of Holders of Notes. The IssuerNotwithstanding Section 9.02 of this Supplemental Indenture, the Company, the Guarantors and the Trustee maymay amend or supplement this Supplemental Indenture, from time to time, and at any time enter into an indenture the Guarantees or indentures supplemental the Notes without the consent of the any Holder or Holders of the Notes hereto for one or more of the following purposesa Note: (a) to cure any ambiguity, defect or inconsistency inconsistency; (b) to provide for uncertificated Notes in this Indenture; addition to or in place of certificated Notes, provided that this action shall such uncertificated notes are issued in registered form under Section 163(f)(5) of the Code; (c) to provide for the assumption of the Company’s or a Guarantor’s obligations to the Holders of the Notes in the case of merger or consolidation or sale of all or substantially all of the Company’s or such Guarantor’s assets, applicable; (d) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the interests legal rights under this Supplemental Indenture of Holders any Holder of the Notes in any material respect; (be) to evidence a successor comply with requirements of the SEC in order to effect or maintain the Issuer as obligor or qualification of this Supplemental Indenture under the Company or the General Partner as Guarantors under this IndentureTIA; (c) to make any change that does not adversely affect the interests of the Holders of any Notes then outstanding; (df) to provide for the issuance of additional Additional Notes in accordance with the limitations set forth in the indenture; (e) to provide for the acceptance of appointment by a successor trustee or facilitate the administration of the trusts under the indenture by more than one trustee; (f) reflect the release of the Company or the General Partner, as Guarantors, in accordance with the provisions of this Supplemental Indenture; (g) to secure the Notes; (h) to add Guarantors with respect to the Notes; or (i) to conform the text of this Supplemental Indenture, any Note Guarantee the Notes or the Notes Guarantees to any provision of the description thereof set forth in the Listing Particulars Description of Notes to the extent that such provision in the Listing Particulars Description of Notes was intended to be a verbatim recitation of a provision in of this Supplemental Indenture, such Note Guarantee the Notes or the Guarantees; (h) 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 acceptance of appointment by a successor trustee; (j) to add guarantees with respect to the Notes; (k) to secure the Notes; or (l) to release any Lien granted in favor of the Holders of the Notes (as certified in an Officers’ Certificate)pursuant to Section 4.07 hereof upon release of the Lien securing the underlying obligation that gave rise to such Lien. Upon the written request of the Issuer, Company accompanied by a copy resolution of the resolutions of the its Board of Directors certified by the General Partner’s Secretary or Assistant Secretary authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee is hereby authorized to of the documents described in Section 7.02 hereof, the Trustee will join with the Issuer Company and the Guarantors in the execution of any such amended or supplemental indenture, indenture authorized or permitted by the terms of this Supplemental Indenture and to make any further appropriate agreements and stipulations that may be therein contained and to accept the conveyance, transfer and assignment of any property thereundercontained, but the Trustee shall will not be obligated to, but may in its discretion, to enter into any such amended or supplemental indenture that affects the Trustee’s its own rights, duties or immunities under this Supplemental Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed by the Issuer, 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. The (a) Notwithstanding Section 9.02 of this Indenture, the Issuer, the Guarantors Security Agent and the Trustee may(as applicable) may modify, from time to timeamend or supplement this Indenture, and at the Notes, any time enter into an Security Document, the Guarantees, the Intercreditor Agreement, any Additional Intercreditor Agreement or any supplemental indenture or indentures supplemental without the consent of the Holders of the Notes hereto for one or more of the following purposesany Holder: (aA) to cure any ambiguity, defect omission, defect, error or inconsistency in this Indenture; provided that this action shall not adversely affect the interests of Holders of the Notes in any material respectinconsistency; (bB) to evidence a successor provide for uncertificated Notes in addition to or in place of the Issuer as obligor or the Company or the General Partner as Guarantors under this Indenturecertificated Notes; (cC) to provide for the assumption of the Issuer’s or a Guarantor’s obligations to holders of Notes in the case of a merger or consolidation or sale of all or substantially all of the Issuer’s or such Guarantor’s assets; (D) to make any change that would provide any additional rights or benefits to the holders of Notes or that does not adversely affect the interests of the Holders legal rights under this Indenture of any Notes then outstandingsuch holder; (dE) to conform the text of this Indenture or the Notes to any provision of the sections titled “Description of the Notes”, taken together, in the Offering Memorandum to the extent that such provision in such sections of the Offering Memorandum was intended to be a verbatim or substantially verbatim recitation of a provision of this Indenture, such Notes or the Guarantees; (F) to release any Guarantee in accordance with the terms of this Indenture; (G) to evidence and provide for the acceptance and appointment under this Indenture of a successor trustee or security agent pursuant to the requirements thereof; (H) to the extent necessary to grant a Security Interest, provided, however, that the granting of such Security Interest is not prohibited by this Indenture, the Intercreditor Agreement or any Additional Intercreditor Agreement and Section 4.09 is complied with; (I) make any change to the extent permitted by the covenant described under Section 4.14; (J) to provide for the issuance of additional series of Notes in accordance with the limitations set forth in the indenture;this Indenture; or (eK) to provide for the acceptance of appointment by allow any Guarantor to execute a successor trustee supplemental indenture or facilitate the administration of the trusts under the indenture by more than one trustee; (f) reflect the release of the Company or the General Partnera joinder, as Guarantorsapplicable, in accordance with the provisions of this Indenture; (g) to secure the Notes; (h) to add Guarantors with respect to the Notes; or. (ib) For the avoidance of doubt, no amendment to conform or deletion of, or actions taken in compliance with, the text covenants described herein shall be deemed to impair or affect any rights of this Indenture, any Note Guarantee or the holders of Notes to any provision receive payment of principal of, or premium, if any, or interest on, the Notes. (c) In formulating its decision on such matters, the Trustee and the Security Agent shall be entitled to require and rely absolutely on such evidence as it deems appropriate, including an Opinion of Counsel and an Officer’s Certificate on which the Trustee and the Security Agent may solely rely. (d) The consent of the description thereof set forth Holders of Notes is not necessary under this Indenture to approve the particular form of any proposed amendment. It is sufficient if such consent approves the substance of the proposed amendment. A consent to any amendment or waiver under this Indenture by any holder of Notes given in the Listing Particulars to the extent that connection with a tender of such provision in the Listing Particulars was intended to holder’s Notes will not be a verbatim recitation of a provision in this Indenture, rendered invalid by such Note Guarantee or the Notes tender. (as certified in an Officers’ Certificate). e) Upon the written request of the Issuer, accompanied and upon receipt by a copy the Trustee and the Security Agent of the resolutions of the Board of Directors certified by the General Partner’s Secretary or Assistant Secretary authorizing the execution of any supplemental indenturedocuments described in Section 7.02(b), the Trustee is hereby authorized to and the Security Agent will join with the Issuer and the Guarantors in the execution of any such amended or supplemental indenture, indenture or other document authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained and to accept the conveyance, transfer and assignment of any property thereundercontained, but neither the Trustee shall not nor the Security Agent will be obligated to, but may in its discretion, to enter into any such amended or supplemental indenture or other document that affects the Trustee’s its own rights, duties duties, protections, privileges, indemnities or immunities under this Indenture or otherwise. Any supplemental indenture authorized by Indenture. (f) For so long as the provisions Notes are listed on Euronext Dublin and the rules of this Section 9.01 may be executed by the Issuersuch exchange so require, the Guarantors and the Trustee without the consent of the Holders Issuer will publish notice of any amendment, supplement and waiver in Ireland in a daily newspaper with general circulation in Ireland (which is expected to be the Irish Times). Such notice of any amendment, supplement and waiver may instead be published on the Notes at the time outstanding, notwithstanding any website of the provisions of Section 9.02Euronext Dublin (xxx.xxx.xx).

Without Consent of Holders of Notes. The IssuerNotwithstanding Section 9.02 of this Supplemental Indenture, the Company, the Guarantors and the Trustee maymay amend or supplement this Supplemental Indenture, from time to time, and at any time enter into an indenture the Guarantees or indentures supplemental the Notes without the consent of the any Holder or Holders of the Notes hereto for one or more of the following purposesa Note: (a) to cure any ambiguity, defect or inconsistency in this Indenture; provided that this action shall not adversely affect the interests of Holders of the Notes in any material respectinconsistency; (b) to evidence a successor provide for uncertificated Notes in addition to or in place of certificated Notes, provided that such uncertificated notes are issued in registered form under Section 163(f)(5) of the Issuer Internal Revenue Code of 1986, as obligor or the Company or the General Partner as Guarantors under this Indentureamended; (c) to provide for the assumption of the Company’s or a Guarantor’s obligations to the Holders of the Notes in the case of merger or consolidation or sale of all or substantially all of the Company’s or such Guarantor’s assets, applicable; (d) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the interests legal rights under this Supplemental Indenture of any Holder of the Holders of any Notes then outstandingNotes; (de) to comply with requirements of the SEC in order to effect or maintain the qualification of this Supplemental Indenture under the TIA; (f) to provide for the issuance of additional Additional Notes in accordance with the limitations set forth in the indenture; (e) to provide for the acceptance of appointment by a successor trustee or facilitate the administration of the trusts under the indenture by more than one trustee; (f) reflect the release of the Company or the General Partner, as Guarantors, in accordance with the provisions of this Supplemental Indenture; (g) to secure the Notes; (h) to add Guarantors with respect to the Notes; or (i) to conform the text of this Supplemental Indenture, any Note Guarantee the Notes or the Notes Guarantees to any provision of the description thereof set forth in the Listing Particulars Description of Notes to the extent that such provision in the Listing Particulars Description of Notes was intended to be a verbatim recitation of a provision in of this Supplemental Indenture, such Note Guarantee the Notes or the Guarantees; (h) 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 acceptance of appointment by a successor trustee; (j) to add guarantees with respect to the Notes; (k) to secure the Notes; or (l) to release any Lien granted in favor of the Holders of the Notes (as certified in an Officers’ Certificate)pursuant to Section 4.07 hereof upon release of the Lien securing the underlying obligation that gave rise to such Lien. Upon the written request of the Issuer, Company accompanied by a copy resolution of the resolutions of the its Board of Directors certified by the General Partner’s Secretary or Assistant Secretary authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee is hereby authorized to of the documents described in Section 7.02 hereof, the Trustee will join with the Issuer Company and the Guarantors in the execution of any such amended or supplemental indenture, indenture authorized or permitted by the terms of this Supplemental Indenture and to make any further appropriate agreements and stipulations that may be therein contained and to accept the conveyance, transfer and assignment of any property thereundercontained, but the Trustee shall will not be obligated to, but may in its discretion, to enter into any such amended or supplemental indenture that affects the Trustee’s its own rights, duties or immunities under this Supplemental Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed by the Issuer, 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. The Issuer(a) Notwithstanding Section 9.02 of this Indenture, without the consent of any Holder, the Company, the Guarantors and the Trustee maymay amend or supplement this Indenture, from time to time, and at any time enter into an indenture or indentures supplemental without the consent of the Holders of the Notes hereto for one or more of the following purposesNote Guarantees: (a1) to cure any ambiguity, mistake, defect or inconsistency inconsistency; (2) to provide for uncertificated Notes in this Indenture; addition to or in place of certificated Notes (provided that this action shall 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 or a Guarantor’s obligations to the Holders of the Notes and Note Guarantees by a successor to the Company or such Guarantor pursuant to Article 5 or Article 10 hereof; (4) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the interests legal rights under this Indenture of Holders of the Notes any such Holder in any material respect; (b) to evidence a successor to the Issuer as obligor or the Company or the General Partner as Guarantors under this Indenture; (c) to make any change that does not adversely affect the interests of the Holders of any Notes then outstanding; (d) to provide for the issuance of additional Notes in accordance with the limitations set forth in the indenture; (e) to provide for the acceptance of appointment by a successor trustee or facilitate the administration of the trusts under the indenture by more than one trustee; (f) reflect the release of the Company or the General Partner, as Guarantors, in accordance with the provisions of this Indenture; (g) to secure the Notes; (h) to add Guarantors with respect to the Notes; or (i5) to conform the text of this Indenture, any Note Guarantee the Notes, or the Notes Note Guarantees to any provision of the description thereof set forth in “Description of Notes” section of the Listing Particulars Offering Memorandum to the extent that such provision in the Listing Particulars that “Description of Notes” was intended to be a verbatim recitation of a provision in of this Indenture, such the Notes or the Note Guarantees, which intent may be evidenced by an Officer’s Certificate to that effect; (6) to release any Note Guarantee in accordance with the terms of this Indenture; (7) 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 a Note Guarantee with respect to the Notes; (9) to comply with requirements of the Commission in order to effect or maintain the Notes qualification hereof under the TIA; or (as certified in an Officers’ Certificate). 10) to evidence and provide the acceptance of the appointment of a successor Trustee under this Indenture. (b) Upon the written request of the Issuer, Company accompanied by a copy resolution of the resolutions of the its Board of Directors certified by the General Partner’s Secretary or Assistant Secretary authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee is hereby authorized to of the documents described in Section 7.02 hereof, the Trustee will join with the Issuer Company and the Guarantors in the execution of any such 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 and to accept the conveyance, transfer and assignment of any property thereundercontained, but the Trustee shall will not be obligated to, but may in its discretion, to enter into any such amended or supplemental indenture that affects the Trustee’s its own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of In connection with any proposed amendment or supplement provided for in this Section 9.01 may be executed by the Issuer9.01, the Guarantors Trustee will be entitled to receive, and the Trustee without the consent rely conclusively on, an Opinion of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 9.02Counsel and/or an Officer’s Certificate.

Without Consent of Holders of Notes. The IssuerNotwithstanding Section 9.02 of this Indenture, without the consent of any Holder of Notes, the Issuers, the Guarantors and the Trustee maymay amend or supplement this Indenture, from time the Notes or the Note Guarantees: (1) to timecure any ambiguity, defect, omission or inconsistency in this Indenture or the Notes; (2) to provide for the assumption of an Issuer’s or a Guarantor’s obligations to holders of the Notes and at the Note Guarantees in the case of a merger or consolidation or sale of all or substantially all of an Issuer’s or such Guarantor’s assets to comply with Article 5 or Section 10.04; (3) to comply with any time enter into requirements of the SEC in connection with the qualification of this Indenture under the Trust Indenture Act or any applicable securities depository; (4) to evidence and provide for the acceptance of an indenture appointment by a successor Trustee; (5) to provide for uncertificated Notes in addition to or indentures supplemental without in place of certificated Notes; provided that the consent 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 Restricted Subsidiary for the benefit of the Holders of the Notes hereto for one or more of the following purposes: (a) to cure surrender any ambiguity, defect right or inconsistency in this Indenture; provided that this action shall not adversely affect the interests of Holders of the Notes in power conferred upon an Issuer or any material respectRestricted Subsidiary; (b) to evidence a successor to the Issuer as obligor or the Company or the General Partner as Guarantors under this Indenture; (c) to make any change that does not adversely affect the interests of the Holders of any Notes then outstanding; (d) 8) to provide for the issuance of additional Additional Notes in accordance with the limitations set forth in the indenture; (e) to provide for the acceptance of appointment by a successor trustee or facilitate the administration of the trusts under the indenture by more than one trustee; (f) reflect the release of the Company or the General Partner, as Guarantors, in accordance with the provisions terms of this Indenture; (g) to secure the Notes; (h) to add Guarantors with respect to the Notes; or (i9) to conform the text of this Indenture, any Note Guarantee the Notes or the Notes Note Guarantees to any provision of the description thereof set forth in “Description of the Listing Particulars Notes” section of the Offering Memorandum to the extent that such provision in the Listing Particulars “Description of the Notes” section of the Offering Memorandum was intended to be a verbatim recitation of a provision in this Indenture, such Note Guarantee the Notes or the Notes (as certified in Note Guarantees, which intent will be established by an Officers’ Certificate)Certificate delivered by the Issuers to the Trustee; (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 under this Indenture of any Holder; or (11) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes; provided, however, that (a) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act, or any other applicable securities law and (b) such amendment does not materially and adversely affect the rights of Holders to transfer Notes. Upon the written request of the Issuer, Company accompanied by a copy of the resolutions of the Board of Directors certified by the General Partner’s Secretary or Assistant Secretary Resolution authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee is hereby authorized to of the documents described in Section 7.02 hereof, the Trustee will join with the Issuer Company and the Guarantors in the execution of any such 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 and to accept the conveyance, transfer and assignment of any property thereundercontained, but the Trustee shall will not be obligated to, but may in its discretion, to enter into any such amended or supplemental indenture that affects the Trustee’s its own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed by the Issuer, 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. The Notwithstanding Section 9.02, the Issuer, the Guarantors any Guarantor (with respect to a Guarantee or this Indenture) and the Trustee maymay amend or supplement this Indenture and any Guarantee, from time to time, and at any time enter into an indenture or indentures supplemental Notes without the consent of the Holders of the Notes hereto for one or more of the following purposesany Holder: (a1) to cure any ambiguity, omission, mistake, defect or inconsistency inconsistency; (2) to provide for uncertificated Notes in this Indentureaddition to or in place of certificated Notes; provided that uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code; (3) to comply with Section 5.01; (4) to provide for the assumption of the Issuer’s or any Guarantor’s obligations to the Holders as required by this action shall Indenture; (5) to make any change that would provide any additional rights or benefits to the Holders or that does not materially adversely affect the interests legal rights under this Indenture of Holders of the Notes in any material respectsuch Holder; (b6) to add covenants for the benefit of the Holders or to surrender any right or power conferred upon the Issuer or any Guarantor; (7) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act, in the event this Indenture is to be or has been qualified under the Trust Indenture Act; (8) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee thereunder pursuant to the Issuer as obligor or the Company or the General Partner as Guarantors requirements thereof; (9) to add a Guarantor under this Indenture; (c) to make any change that does not adversely affect the interests of the Holders of any Notes then outstanding; (d) to provide for the issuance of additional Notes in accordance with the limitations set forth in the indenture; (e) to provide for the acceptance of appointment by a successor trustee or facilitate the administration of the trusts under the indenture by more than one trustee; (f) reflect the release of the Company or the General Partner, as Guarantors, in accordance with the provisions of this Indenture; (g) to secure the Notes; (h) to add Guarantors with respect to the Notes; or (i10) to conform the text of this Indenture, any Note Guarantee Guarantees or the Notes to any provision of the description thereof set forth in “Description of Notes” section of the Listing Particulars Offering Memorandum to the extent that such provision in the Listing Particulars such “Description of Notes” section was intended to be a substantially verbatim recitation of a provision in of this Indenture, such Note Guarantee or the Notes (as certified set forth in an Officers’ Officer’s Certificate); or (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; provided 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. Upon the written request of the Issuer, Issuer accompanied by a copy of the resolutions of the Board its board of Directors certified by the General Partner’s Secretary or Assistant Secretary directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee is hereby authorized to of the documents described in Section 7.02, the Trustee shall join with the Issuer and the Guarantors Guarantors, as applicable, in the execution of any such 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 and to accept the conveyance, transfer and assignment of any property thereundercontained, but the Trustee shall not be obligated to, but may in its discretion, to enter into any such amended or supplemental indenture that affects the Trustee’s its own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized Notwithstanding the foregoing, no Opinion of Counsel shall be required in connection with the addition of a Guarantor under this Indenture upon execution and delivery by the provisions of this Section 9.01 may be executed by the Issuer, the Guarantors such Guarantor and the Trustee without of a supplemental indenture to this Indenture, the consent form of the Holders which is attached as Exhibit D hereto, and delivery of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 9.02an Officer’s Certificate.

Without Consent of Holders of Notes. The Issuer(a) Notwithstanding Section 9.02 of this Indenture, the Guarantors and the Trustee may, from time to time, and at any time enter into an indenture or indentures supplemental without the consent of any Holder, the Holders Issuer, the Guarantors, the Trustee and the Collateral Agent may amend or supplement this Indenture, the Notes, the Note Guarantees and, in the case of the Notes hereto for one or more of Collateral Agent, the following purposesSecurity Documents: (a1) to cure any ambiguity, mistake, defect or inconsistency inconsistency; (2) to provide for uncertificated Notes in this Indenture; addition to or in place of certificated Notes (provided that this action shall 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 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 of all or substantially all of the Issuer’s or such Guarantor’s assets, as applicable; (4) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the interests legal rights under this Indenture of Holders of the Notes any such Holder in any material respect; (b) to evidence a successor to the Issuer as obligor or the Company or the General Partner as Guarantors under this Indenture; (c) to make any change that does not adversely affect the interests of the Holders of any Notes then outstanding; (d) to provide for the issuance of additional Notes in accordance with the limitations set forth in the indenture; (e) to provide for the acceptance of appointment by a successor trustee or facilitate the administration of the trusts under the indenture by more than one trustee; (f) reflect the release of the Company or the General Partner, as Guarantors, in accordance with the provisions of this Indenture; (g) to secure the Notes; (h) to add Guarantors with respect to the Notes; or (i5) to conform the text of this Indenture, any the Notes, the Note Guarantee Guarantees or the Notes Security Documents to any provision of the description thereof set forth in “Description of Secured Notes” section of the Listing Particulars Offering Memorandum to the extent that such provision in the Listing Particulars that “Description of Secured Notes” was intended to be a verbatim recitation of a provision in of this Indenture, such the Notes, the Note Guarantees or the Security Documents, which intent may be evidenced by an Officer’s Certificate to that effect; (6) to provide for any Restricted Subsidiary to provide a Note Guarantee in accordance with Section 4.09 and Section 4.17, to add security to or for the benefit of the Notes or to confirm and evidence the release, termination, discharge or retaking of any Note Guarantee or Lien (including the Collateral and the Security Documents) or any amendment in respect thereof with respect to or securing the Notes when such release, termination, discharge or retaking or amendment is permitted under this Indenture and the Security Documents; (7) in the case of the Security Documents, to the extent necessary to grant a security interest for the benefit of any Person; provided that the granting of such security interest is not prohibited by this Indenture and Section 4.23 is complied with; (8) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as certified of the Issue Date; (9) to allow any Guarantor to execute a supplemental indenture and a Note Guarantee with respect to the Notes; (10) to comply with requirements of the Commission in an Officers’ Certificateorder to effect or maintain the qualification of this Indenture under the TIA (if this Indenture in the future is so qualified under the TIA). ; or (11) to evidence and provide the acceptance of the appointment of a successor Trustee or Collateral Agent under this Indenture. (b) Upon the written request of the Issuer, Issuer accompanied by a copy resolution of the resolutions of the its Board of Directors certified by the General Partner’s Secretary or Assistant Secretary authorizing the execution of any supplemental indenturesuch amendment or supplement to this Indenture, the Notes, the Note Guarantees or the Security Documents, as the case may be, and upon receipt by the Trustee and the Collateral Agent of the documents described in Section 9.06 hereof, the Trustee is hereby authorized to and the Collateral Agent will join with the Issuer Company and the Guarantors Guarantors, if any, required to be signatory thereto in the execution of any such supplemental indenture, amendment or supplement authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained and to accept the conveyance, transfer and assignment of any property thereundercontained, but neither the Trustee shall not or the Collateral Agent will be obligated to, but may in its discretion, to enter into any supplemental indenture such amendment or supplement that affects the Trustee’s its own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed by the Issuer, 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. The IssuerNotwithstanding Section 9.02 of this Indenture, the Issuers and the Subsidiary Guarantors and the Trustee maymay amend or supplement this Indenture, from time to timethe Guarantees, and at any time enter into an indenture or indentures supplemental the Notes without the consent of the Holders any Holder of the Notes hereto for one or more of the following purposesa Note: (a) to cure any ambiguity, defect or inconsistency in this Indenture; provided that this action shall not adversely affect the interests of Holders of the Notes in any material respectinconsistency; (b) to evidence a successor provide for uncertificated Notes in addition to the Issuer as obligor or the Company or the General Partner as Guarantors under this Indenturein place of certificated Notes; (c) to provide for the assumption of an 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 pursuant to Article 5 hereof; (d) 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 interests rights hereunder of any Holder of the Holders of Notes, provided that any Notes then outstandingchange to conform this Indenture to the Offering Memorandum shall not be deemed to adversely affect such rights; (df) to provide for the issuance of additional Notes in accordance with the limitations set forth in the indenture; (e) to provide for the acceptance of appointment by a successor trustee or facilitate the administration of the trusts under the indenture by more than one trustee; (f) reflect the release of the Company or the General Partner, as Guarantors, in accordance with the provisions of this Indenture; (g) to secure comply with requirements of the NotesSEC in order to effect or maintain the qualification of this Indenture under the TIA; (h) to add Guarantors with respect to evidence or provide for the Notes; oracceptance of appointment under this Indenture of a successor Trustee; (i) to add any additional Events of Default; (j) to secure the Notes and/or the Guarantees; (k) to conform the text of this Indenture, any Note Guarantee Guarantees or the Notes to any provision of the description thereof set forth in “Description of Notes” section of the Listing Particulars Offering Memorandum to the extent that such provision in the Listing Particulars “Description of Notes” section of the Offering Memorandum was intended to be a verbatim recitation of a provision in of this Indenture, such Note Guarantee or Notes, as provided to the Notes (as certified Trustee in an Officers’ Certificate); or (l) to comply with the rules of any applicable Depositary. Upon the written request of the Issuer, Issuers accompanied by a copy of the resolutions resolution of the Board of Directors certified by of the General Partner’s Secretary or Assistant Secretary 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 is hereby authorized to of the documents described in Section 7.02(b) hereof stating that such amended or supplemental indenture complies with this Section 9.01, the Trustee shall join with the Issuer Issuers and each of the Subsidiary Guarantors in the execution of any such 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 and to accept the conveyance, transfer and assignment of any property thereundercontained, but the Trustee shall not be obligated to, but may in its discretion, to enter into any such amended or supplemental indenture that affects the Trustee’s its own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed by the Issuer, 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. The Issuer(a) Notwithstanding Section 9.02 of this Indenture, without the consent of any Holder, the Company, the Guarantors and the Trustee maymay amend or supplement this Indenture, from time to time, and at any time enter into an indenture or indentures supplemental without the consent of the Holders of the Notes hereto for one or more of the following purposesNote Guarantees: (a1) to cure any ambiguity, mistake, defect or inconsistency inconsistency; (2) to provide for uncertificated Notes in this Indenture; addition to or in place of certificated Notes (provided that this action shall 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 or a Guarantor’s obligations to the Holders of the Notes and Note Guarantees by a successor to the Company or such Guarantor pursuant to Article 5 or Article 10 hereof; (4) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the interests legal rights under this Indenture of Holders of the Notes any such Holder in any material respect; (b) to evidence a successor to the Issuer as obligor or the Company or the General Partner as Guarantors under this Indenture; (c) to make any change that does not adversely affect the interests of the Holders of any Notes then outstanding; (d) to provide for the issuance of additional Notes in accordance with the limitations set forth in the indenture; (e) to provide for the acceptance of appointment by a successor trustee or facilitate the administration of the trusts under the indenture by more than one trustee; (f) reflect the release of the Company or the General Partner, as Guarantors, in accordance with the provisions of this Indenture; (g) to secure the Notes; (h) to add Guarantors with respect to the Notes; or (i5) to conform the text of this Indenture, any Note Guarantee the Notes, or the Notes Note Guarantees to any provision of the description thereof set forth in “Description of Notes” section of the Listing Particulars Offering Memorandum to the extent that such provision in the Listing Particulars that “Description of Notes” was intended to be a verbatim recitation of a provision in of this Indenture, such the Notes or the Note Guarantees, which intent may be evidenced by an Officer’s Certificate to that effect; (6) to release any Note Guarantee in accordance with the terms of this Indenture; (7) 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 a Note Guarantee with respect to the Notes; (9) to comply with requirements of the Commission in order to effect or maintain the Notes qualification of the Indenture under the TIA (as certified if the Indenture in an Officers’ Certificatethe future is so qualified under the TIA). ; or (10) to evidence and provide the acceptance of the appointment of a successor Trustee under this Indenture. (b) Upon the written request of the Issuer, Company accompanied by a copy resolution of the resolutions of the its Board of Directors certified by the General Partner’s Secretary or Assistant Secretary authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee is hereby authorized to of the documents described in Section 7.02 hereof, the Trustee will join with the Issuer Company and the Guarantors in the execution of any such 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 and to accept the conveyance, transfer and assignment of any property thereundercontained, but the Trustee shall will not be obligated to, but may in its discretion, to enter into any such amended or supplemental indenture that affects the Trustee’s its own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture In connection with any proposed amendment or supplement provided for in this Section 9.01, the Trustee will be entitled to receive, and rely conclusively on, an Opinion of Counsel and/or an Officer’s Certificate, each stating that such amendment or supplement is authorized or permitted by the provisions terms of this Section 9.01 may be executed by the IssuerIndenture, the Guarantors Notes and the Trustee without Note Guarantees, as applicable, and that all conditions precedent provided in the consent of the Holders of any of Indenture, the Notes at and the time outstandingNote Guarantees, notwithstanding as applicable, relating to the execution and delivery of such amendment have been complied with. Notwithstanding the foregoing, the Trustee shall not have any of obligation to enter into any amendment, waiver, supplement or other modification that affects its own rights, protections, duties, indemnities or immunities under the provisions of Section 9.02Indenture or any other agreement.

Without Consent of Holders of Notes. The IssuerNotwithstanding Section 9.02, the Guarantors Company, any Guarantor, the Trustee and the Trustee mayCollateral Agent, from time to timeas applicable, and at may amend or supplement this Indenture, any time enter into an indenture Note Guarantee, any Security Document, any Intercreditor Agreement or indentures supplemental Notes without the consent of the Holders of the Notes hereto for one or more of the following purposesany Holder: (a1) to cure any ambiguity, omission, mistake, defect or inconsistency in this Indenture; provided that this action shall not adversely affect the interests of Holders of the Notes in any material respectinconsistency; (b2) to evidence a successor provide for uncertificated Notes in addition to the Issuer as obligor or the Company or the General Partner as Guarantors under this Indenturein place of certificated Notes; (c3) to provide for the assumption of the Company’s or any Guarantor’s obligations to Holders of Notes and Note Guarantees 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 such Guarantor’s assets; (4) to make any change that does would not materially adversely affect the interests of the Holders legal or contractual rights under this Indenture of any Notes then outstandingsuch Holder; (d5) to provide for the issuance of additional Notes in accordance comply with the limitations set forth in the indentureprovisions under Section 4.08; (e6) to evidence and provide for the acceptance of appointment by a successor trustee Trustee or facilitate the administration of the trusts under the indenture by more than one trusteeCollateral Agent; (f7) reflect to conform this Indenture, the release Notes, the Intercreditor Agreement or any Security Document to any provision of the Company or “Description of Notes” in the General Partner, Offering Memorandum to the extent such provision is intended to be a verbatim recitation thereof as Guarantors, certified in accordance with an Officer’s Certificate to the provisions of this IndentureTrustee; (g) 8) to secure amend the NotesIntercreditor Agreement to add additional holders of Additional Obligations permitted under this Indenture, the Intercreditor Agreement and any Additional Agreements then in effect; (h9) to amend the Security Documents to add any holders of Additional Pari Passu Obligations to the extent permitted under this Indenture, the Intercreditor Agreement and any Additional Pari Passu Agreement then in effect; (10) to add Guarantors with respect to the Collateral securing the Notes; or (i11) to conform provide for the text issuance of this Indenture, any Note Guarantee or the Additional Notes to any provision of the description thereof set forth in the Listing Particulars to the extent that such provision in the Listing Particulars was intended to be a verbatim recitation of a provision in this Indenture, such Note Guarantee or the Notes (as certified in an Officers’ Certificate). Upon the written request of the Issuer, accompanied by a copy of the resolutions of the Board of Directors certified by the General Partner’s Secretary or Assistant Secretary authorizing the execution of any supplemental indenture, the Trustee is hereby authorized to join with the Issuer and the Guarantors in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental indenture that affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by in compliance with the provisions of this Section 9.01 may be executed by the Issuer, 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 9.02terms hereof.

Without Consent of Holders of Notes. The Notwithstanding Section 9.02 of this Indenture, the Issuer, the Guarantors Guarantors, the Trustee and the Trustee maySecurity Agent may amend or supplement this Indenture, from time to timethe Notes or the Note Guarantees, any Collateral Document and at any time enter into an indenture or indentures supplemental the Intercreditor Agreement without the consent of the Holders any Holder of the Notes hereto for one or more of the following purposesNotes: (ai) to cure any ambiguity, defect defect, inconsistency or inconsistency error; (ii) to provide for uncertificated Notes in this Indenture; provided addition to or in place of certificated Notes; (iii) to provide for the assumption of the Issuer’s or a Guarantor’s obligations to the Holders of the Notes and Note Guarantees pursuant to a transaction governed by Section 5.01; (iv) to make any change that this action shall would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the interests legal rights under this Indenture of Holders of the Notes any such Holder in any material respect; (b) to evidence a successor to the Issuer as obligor or the Company or the General Partner as Guarantors under this Indenture; (c) to make any change that does not adversely affect the interests of the Holders of any Notes then outstanding; (d) to provide for the issuance of additional Notes in accordance with the limitations set forth in the indenture; (e) to provide for the acceptance of appointment by a successor trustee or facilitate the administration of the trusts under the indenture by more than one trustee; (f) reflect the release of the Company or the General Partner, as Guarantors, in accordance with the provisions of this Indenture; (g) to secure the Notes; (h) to add Guarantors with respect to the Notes; or (iv) to conform the text of this Indenture, any the Note Guarantee Guarantees, the Collateral Documents or the Notes to any provision of the description thereof set forth in “Description of Notes” section of the Listing Particulars Offering Memorandum, to the extent that such provision in the Listing Particulars that “Description of Notes” was intended to be a verbatim recitation of a provision in of this Indenture, such the Note Guarantees, the Collateral Documents or the Notes; (vi) to enter into additional or supplemental Collateral Documents; (vii) to release Collateral in accordance with the terms of this Indenture and the Collateral Documents or to release any Note Guarantee in accordance with the terms of this Indenture; (viii) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the Issue Date; (ix) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes; (x) to provide for uncertificated Notes in addition to or the in place of certificated Notes (as certified provided that the uncertificated Notes are issued in an Officers’ Certificateregistered form for purposes of Section 163(f) of Title 26 the U.S. Code, in a manner such that the uncertified Notes are described in Section 163(f)(2)(B) of the U.S. Code); (xi) to evidence and provide the acceptance of the appointment of a successor Trustee under this Indenture; or (xii) to add additional parties to the Intercreditor Agreement or any Collateral Documents to the extent permitted under this Indenture and thereunder. Upon the written request of the Issuer, accompanied Issuer and upon receipt by a copy the Trustee of the resolutions of the Board of Directors certified by the General Partner’s Secretary or Assistant Secretary authorizing the execution of any supplemental indenturedocuments described in Section 7.02(b), the Trustee is hereby authorized to and the Security Agent will join with the Issuer and the Guarantors in the execution of any such amended or supplemental indenture, indenture or other document authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained and to accept the conveyance, transfer and assignment of any property thereundercontained, but the Trustee shall and the Security Agent will not be obligated to, but may in its discretion, to enter into any such amended or supplemental indenture or other document that affects the Trustee’s its own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed by the Issuer, 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 9.02Indenture.

Without Consent of Holders of Notes. The IssuerNotwithstanding Section 9.02 of this Indenture, the Company, the Guarantors and the Trustee may, from time to time, and at any time enter into an indenture may amend or indentures supplemental supplement this Indenture or the Notes or the Note Guarantees without the consent of the Holders any Holder of the Notes hereto for one or more of the following purposesNote: (a1) to cure any ambiguity, omission, defect or inconsistency in this Indenture; provided that this action shall not adversely affect the interests of Holders of the Notes in any material respectinconsistency; (b2) to evidence provide for the assumption by a successor to corporation of the Issuer as obligor or obligations of the Company or the General Partner as Guarantors under this Indenture; (c3) to provide for uncertificated Notes in addition to or in place of certificated notes; provided, however, 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; (4) to add Guarantees with respect to the Notes, to secure the Notes, to add to the covenants of the Company for the benefit of the Holders or to surrender any right or power conferred upon the Company; (5) to make any change that does not adversely affect the interests of the Holders rights of any Notes then outstandingHolder; (d6) to provide for comply with any requirement of the issuance of additional Notes SEC in accordance connection with the limitations set forth in qualification of this Indenture under the indentureTIA; (e) to provide for the acceptance of appointment by a successor trustee or facilitate the administration of the trusts under the indenture by more than one trustee; (f) reflect the release of the Company or the General Partner, as Guarantors, in accordance with the provisions of this Indenture; (g) to secure the Notes; (h) to add Guarantors with respect to the Notes; or (i7) to conform the text of this Indenture, any the Note Guarantee Guarantees or the Notes to any provision of the description thereof set forth in the Listing Particulars Description of Notes to the extent that such provision in the Listing Particulars Description of Notes was intended to be a verbatim recitation of a provision in of this Indenture, such the Note Guarantee Guarantees or the Notes; or (8) to provide for the issuance of Additional Notes (in accordance with the limitations set forth in this Indenture as certified in an Officers’ Certificate)of the date hereof. Upon the written request of the Issuer, Company accompanied by a copy resolution of the resolutions of the its Board of Directors certified by the General Partner’s Secretary or Assistant Secretary authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee is hereby authorized to of the documents described in Section 7.02 hereof, the Trustee will join with the Issuer Company and the Guarantors in the execution of any such 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 and to accept the conveyance, transfer and assignment of any property thereundercontained, but the Trustee shall may in its discretion, but will not be obligated to, but may in its discretion, enter into any such amended or supplemental indenture that affects the Trustee’s its own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed by the Issuer, 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. The Issuer(a) Notwithstanding Section 9.02, the Guarantors Company, the Guarantors, any other obligor under the Notes and the Trustee maymay modify, from time to time, and at supplement or amend this Indenture or the Notes of any time enter into an indenture or indentures supplemental series without the consent of any Holder of a Note of such series: (1) to cure any ambiguity, omission, defect or inconsistency, as evidenced in an Officers’ Certificate; (2) to provide for the assumption of the obligations of the Company or any Guarantor pursuant to Article Five; (3) to add to, change or eliminate any of the provisions of this Indenture; provided that any such addition, change or elimination shall become effective only after there are no such Notes entitled to the benefit of such provision outstanding; (4) to establish the forms or terms of the Notes issued under this Indenture; (5) to evidence the acceptance or appointment by a separate 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; (7) to comply with any requirement of the Commission in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act; (8) to provide for uncertificated Notes of such series in addition to certificated Notes of such series; (9) to mortgage, pledge, hypothecate or grant a security interest in favor of the Trustee for the benefit of the Holders of the Notes hereto of such series as security for one or more the payment and performance of the following purposes: (a) to cure Company’s and any ambiguity, defect or inconsistency in Guarantor’s obligations under this Indenture; provided that this action shall not adversely affect , 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 interests of Holders benefit of the Notes in any material respectTrustee pursuant to this Indenture or otherwise; (b10) to evidence a successor to comply with the Issuer as obligor or the Company or the General Partner as Guarantors under this Indenturerules of any applicable Depositary; (c) to make any change that does not adversely affect the interests of the Holders of any Notes then outstanding; (d) to provide for the issuance of additional Notes in accordance with the limitations set forth in the indenture; (e) to provide for the acceptance of appointment by a successor trustee or facilitate the administration of the trusts under the indenture by more than one trustee; (f) reflect the release of the Company or the General Partner, as Guarantors, in accordance with the provisions of this Indenture; (g) to secure the Notes; (h) to add Guarantors with respect to the Notes; or (i11) to conform the text of this Indenture, any Note Guarantee the Notes of such series or the Notes Guarantees to any provision of the description thereof set forth “Description of Notes” section in the Listing Particulars Offering Memorandum to the extent that such provision in of the Listing Particulars “Description of Notes” was intended to be a verbatim recitation of a provision in of this Indenture, the Notes of such Note Guarantee series or the Notes (Guarantees as certified evidenced in an Officers’ Certificate). ; or (12) to make any change that would provide any additional benefit to the Holders of the Notes of such series or that does not adversely affect the rights of any Holder in any material respect. (b) Upon the written request of the IssuerCompany, accompanied and upon receipt by a copy the Trustee of the resolutions of the Board of Directors certified by the General Partner’s Secretary or Assistant Secretary authorizing the execution of any supplemental indenturedocuments described in Section 12.04 and Section 9.06, the Trustee is hereby authorized to shall join with the Issuer Company and the Guarantors each Guarantor in the execution of any such amended or supplemental indenture, Indenture authorized or permitted under this Section 9.01 and to make any further appropriate agreements and stipulations that may be therein contained and to accept the conveyance, transfer and assignment of any property thereundercontained, but the Trustee shall not be obligated to, but may in its discretion, to enter into any such amended or supplemental indenture Indenture that affects the Trustee’s its own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed by the Issuer, 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. The IssuerNotwithstanding Section 9.02, the Guarantors and Company, the Guarantors, the Trustee mayand, from time if applicable, the Collateral Agent may amend or supplement this Indenture, the Notes, the Note Guarantees or, subject to timethe Intercreditor Agreement, and at any time enter into an indenture or indentures supplemental the Collateral Documents without the consent of the Holders any Holder of the Notes hereto for one or more of the following purposesNote: (a1) to cure any ambiguity, defect or inconsistency in this Indenture; provided that this action shall not adversely affect the interests of Holders of the Notes in any material respectinconsistency; (b2) to evidence a successor provide for uncertificated Notes in addition to the Issuer as obligor or the Company or the General Partner as Guarantors under this Indenturein place of certificated Notes; (c3) to provide for the assumption of the Company’s or a Guarantor’s obligations to Holders of Notes and Note Guarantees in the case of a merger or consolidation or sale of all or substantially all of the Company’s or such Guarantor’s assets, as applicable; (4) to make any change that would provide any additional rights or benefits to the Holders of Notes or that does not adversely affect the interests of the Holders legal rights under this Indenture of any Notes then outstandingsuch Holder; (d5) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; (6) to conform the text of this Indenture, the Note Guarantees, the Collateral Documents or the Notes to any provision of the “Description of Notes” section of the Offering Memorandum to the extent that such provision was intended by the Company to be a verbatim recitation of a provision of this Indenture, the Note Guarantees, the Collateral Documents or the Notes, which intent shall be evidenced by an Officers’ Certificate to that effect; (7) to enter into additional or supplemental Collateral Documents; (8) to release Collateral in accordance with the terms of this Indenture and the Collateral Documents; (9) to provide for the issuance of additional Additional Notes in accordance with the limitations set forth in the indenture; (e) to provide for the acceptance of appointment by a successor trustee or facilitate the administration this Indenture as of the trusts under the indenture by more than one trustee; (f) reflect the release of the Company or the General Partner, as Guarantors, in accordance with the provisions date of this Indenture;; or (g10) to secure the Notes; (h) allow any Guarantor to add Guarantors execute a supplemental indenture and/or a Note Guarantee with respect to the Notes; or (i) to conform the text of this Indenture, any Note Guarantee or the Notes to any provision of the description thereof set forth in the Listing Particulars to the extent that such provision in the Listing Particulars was intended to be a verbatim recitation of a provision in this Indenture, such Note Guarantee or the Notes (as certified in an Officers’ Certificate). Upon the written request of the Issuer, Company accompanied by a copy resolution of the resolutions of the its Board of Directors certified by the General Partner’s Secretary or Assistant Secretary authorizing the execution of any supplemental indenturesuch amendment or supplement, and upon receipt by the Trustee and the Collateral Agent, as applicable, of the documents described in Sections 7.02 and 9.06 hereof, the Trustee is hereby authorized to and the Collateral Agent, as applicable, will join with the Issuer Company and the Guarantors in the execution of any such supplemental indenture, amendment or supplement authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained and to accept the conveyance, transfer and assignment of any property thereundercontained, but the Trustee shall and the Collateral Agent, as applicable, will not be obligated to, but may in its discretion, to enter into any supplemental indenture such amendment or supplement that affects the Trustee’s its own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed by the Issuer, 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. The IssuerNotwithstanding Section 9.02, the Guarantors Company, any Guarantor and the Trustee mayTrustee, from time to timeas applicable, and at may amend or supplement this Indenture, the Notes or any time enter into an indenture or indentures supplemental Note Guarantee without the consent of the Holders of the Notes hereto for one or more of the following purposesany Holder: (a1) to cure any ambiguity, omission, mistake, defect or inconsistency in this Indenture; provided that this action shall not adversely affect the interests of Holders of the Notes in any material respectinconsistency; (b2) to evidence a successor provide for uncertificated Notes in addition to or in place of certificated Notes (provided that the Issuer as obligor or uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Company or the General Partner as Guarantors under this IndentureCode); (c3) to provide for the assumption of the Company’s or any Guarantor’s obligations to Holders of Notes and Note Guarantees 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 such Guarantor’s assets; (4) to make any change that does would not materially adversely affect the interests legal or contractual rights under this Indenture of any such Holder; (5) to add to the covenants of the Company for the benefit of the Holders of or to surrender any Notes then outstandingright or power conferred upon the Company or any Guarantor; (d6) (a) to provide for the issuance of additional Notes add or release Note Guarantees in accordance with the limitations set forth in terms of this Indenture with respect to the indentureNotes or (b) to add one or more co-issuers of the Notes as required under Section 5.01(a); (e7) to evidence and provide for the acceptance of appointment by a successor trustee or facilitate the administration of the trusts under the indenture by more than one trusteeTrustee; (f) reflect 8) to conform this Indenture, the release Notes or any Note Guarantee to any provision of the Company or “Description of Notes” section of the General Partner, as Guarantors, in accordance with Offering Memorandum to the provisions of this Indentureextent such provision is intended to be a verbatim recitation thereof; (g9) to secure the Notes; (h10) to add Guarantors comply with respect any requirement of the SEC in connection with any qualification of this Indenture under the U.S. Trust Indenture Act of 1939, as amended; (11) to make any amendment to the provisions of this Indenture relating to the transfer and legending of the 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; or (i12) to conform provide for the text issuance of this Indenture, any Note Guarantee or the Additional Notes to any provision of the description thereof set forth in the Listing Particulars to the extent that such provision in the Listing Particulars was intended to be a verbatim recitation of a provision in this Indenture, such Note Guarantee or the Notes (as certified in an Officers’ Certificate). Upon the written request of the Issuer, accompanied by a copy of the resolutions of the Board of Directors certified by the General Partner’s Secretary or Assistant Secretary authorizing the execution of any supplemental indenture, the Trustee is hereby authorized to join with the Issuer and the Guarantors in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental indenture that affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by in compliance with the provisions of this Section 9.01 may be executed by the Issuer, 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 9.02terms hereof.

Without Consent of Holders of Notes. The IssuerNotwithstanding Section 9.02 of this Indenture, the Guarantors and the Trustee may, from time to time, and at any time enter into an indenture or indentures supplemental without the consent of any Holder of Notes, the Holders of Company, the Notes hereto for one Guarantors, the Trustee and the Collateral Agent, if applicable, may amend or more of supplement this Indenture, the following purposesNotes, the Note Guarantees or any other Note Documents: (ai) to cure any ambiguity, defect or inconsistency inconsistency; (ii) to provide for uncertificated Notes in this Indenture; provided that this action shall not adversely affect addition to or in place of certificated Notes; (iii) to provide for the interests assumption of the Company’s or a Guarantor’s obligations to the Holders of the Notes in any material respect; (b) to evidence and Note Guarantees by a successor to the Issuer as obligor or the Company or the General Partner as Guarantors under this Indenturesuch Guarantor pursuant to Article 5 or Article 10 hereof; (civ) 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 interests of the Holders legal rights hereunder of any Notes then outstandingHolder; (dv) to provide for comply with requirements of the issuance SEC in order to effect or maintain the qualification of additional Notes in accordance with this Indenture under the limitations set forth in the indentureTIA; (e) to provide for the acceptance of appointment by a successor trustee or facilitate the administration of the trusts under the indenture by more than one trustee; (f) reflect the release of the Company or the General Partner, as Guarantors, in accordance with the provisions of this Indenture; (g) to secure the Notes; (h) to add Guarantors with respect to the Notes; or (ivi) to conform the text of this Indenture, any the Notes, the Note Guarantee Guarantees or the Notes Security Documents to any provision of the description thereof set forth in “Description of The New Notes” section of the Listing Particulars Offer to Exchange, relating to the initial offering of the Notes, to the extent that such provision in the Listing Particulars that “Description of Notes” was intended to be a verbatim recitation of a provision in of this Indenture, such the Notes, the Note Guarantee Guarantees or the Notes (as certified in Security Documents, which intent shall be evidenced by an Officers’ Certificate)Certificate to that effect; (vii) to enter into additional or supplemental Security Documents; (viii) 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 that becomes effective as set forth in this Indenture or any of the Security Documents; (ix) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date of this Indenture; (x) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes; or (xi) with respect to the Security Documents to amend this Indenture or any of the Security Documents, as provided in the Intercreditor Agreement. Upon the written request of the Issuer, Company accompanied by a copy resolution of the resolutions of the its Board of Directors certified by the General Partner’s Secretary or Assistant Secretary authorizing the execution of any such amendment or supplemental indenture, and upon receipt by the Trustee is hereby authorized to and the Collateral Agent of the documents described in Section 9.06 hereof, the Trustee and the Collateral Agent will join with the Issuer Company and the Guarantors in the execution of any such amendment 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 and to accept the conveyance, transfer and assignment of any property thereundercontained, but neither the Trustee shall not nor the Collateral Agent will be obligated to, but may in its discretion, to enter into any such amended or supplemental indenture that affects the Trustee’s its own rights, duties or immunities under this Indenture the Note Documents or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed by the Issuer, 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. The IssuerNotwithstanding Section 9.02 of this Indenture, the Guarantors Company, the Subsidiary Guarantors, the Trustee, the Collateral Agent and each Agent, as the Trustee maycase may be, from time to timemay amend or supplement this Indenture, the Notes, the Note Guarantees, the Security Documents, the Escrow Agreement, the Note Disbursement and at any time enter into an indenture Account Agreement or indentures supplemental the Intercompany Note Proceeds Loan without the consent of the Holders of the Notes hereto for one or more of the following purposesany Holder: (a1) to cure any ambiguity, defect or inconsistency in this Indenture; provided that this action shall not adversely affect the interests of Holders of the Notes in any material respectinconsistency; (b2) to evidence a successor provide for uncertificated Notes in addition to the Issuer as obligor or the Company or the General Partner as Guarantors under this Indenturein place of certificated Notes; (c3) to provide for the assumption of the Company’s or a Subsidiary Guarantor’s Obligations under the Notes or the Note Guarantees in the case of a merger or consolidation or sale of all or substantially all of the Company’s or such Subsidiary Guarantor’s assets, as applicable; (4) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the interests of the Holders legal rights under this Indenture of any Notes then outstandingsuch Holder; (d) to provide for the issuance of additional Notes in accordance with the limitations set forth in the indenture; (e) to provide for the acceptance of appointment by a successor trustee or facilitate the administration of the trusts under the indenture by more than one trustee; (f) reflect the release of the Company or the General Partner, as Guarantors, in accordance with the provisions of this Indenture; (g) to secure the Notes; (h) to add Guarantors with respect to the Notes; or (i5) to conform the text of the Notes, this Indenture, any the Note Guarantee Guarantees, the Security Documents or the Notes Intercompany Note Proceeds Loan to any provision of the description thereof set forth in “Description of Notes” section of the Listing Particulars Offering Memorandum, to the extent that such provision in that “Description of Notes” section of the Listing Particulars Offering Memorandum was intended to be a verbatim recitation of a provision in of the Notes, this Indenture, such the Note Guarantees, the Security Documents or the Intercompany Note Proceeds Loan, which intent shall be evidenced by an Officer’s Certificate to that effect; (6) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date of this Indenture; (7) to make, complete or confirm any grant of Collateral permitted or required by this Indenture or the Security Documents; or (8) to allow any Subsidiary Guarantor to execute a supplemental indenture and/or a Note Guarantee or with respect to the Notes (as certified or to release any Subsidiary Guarantor from its Note Guarantee in an Officers’ Certificate)accordance with the terms of this Indenture. Upon the written request of the Issuer, Company accompanied by a copy resolution of the resolutions of the its Board of Directors certified by the General Partner’s Secretary or Assistant Secretary authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee is hereby authorized to of the documents described in Section 7.02 hereof, the Trustee, the Collateral Agent and each Agent will join with the Issuer Company and the Subsidiary Guarantors in the execution of any such 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 and to accept the conveyance, transfer and assignment of any property thereundercontained, but neither the Trustee shall not Trustee, the Collateral Agent nor any Agent will be obligated to, but to (although they may in its at their discretion, ) enter into any such amended or supplemental indenture that affects the Trustee’s their own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed by the Issuer, 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. The Issuer(a) Notwithstanding Section 9.02 of this Indenture, without the consent of any Holder, the Company, the Guarantors and the Trustee maymay amend or supplement this Indenture, from time to time, and at any time enter into an indenture or indentures supplemental without the consent of the Holders of the Notes hereto for one or more of the following purposesNote Guarantees: (a1) to cure any ambiguity, mistake, defect or inconsistency inconsistency; (2) to provide for uncertificated Notes in this Indenture; addition to or in place of certificated Notes (provided that this action shall 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 or a Guarantor’s obligations to the Holders of the Notes and Note Guarantees by a successor to the Company or such Guarantor pursuant to Article 5 or Article 10 hereof; (4) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the interests legal rights under this Indenture of Holders of the Notes any such Holder in any material respect; (b) to evidence a successor to the Issuer as obligor or the Company or the General Partner as Guarantors under this Indenture; (c) to make any change that does not adversely affect the interests of the Holders of any Notes then outstanding; (d) to provide for the issuance of additional Notes in accordance with the limitations set forth in the indenture; (e) to provide for the acceptance of appointment by a successor trustee or facilitate the administration of the trusts under the indenture by more than one trustee; (f) reflect the release of the Company or the General Partner, as Guarantors, in accordance with the provisions of this Indenture; (g) to secure the Notes; (h) to add Guarantors with respect to the Notes; or (i5) to conform the text of this Indenture, any Note Guarantee the Notes, or the Notes Note Guarantees to any provision of the description thereof set forth in “Description of Notes” section of the Listing Particulars Offering Memorandum to the extent that such provision in the Listing Particulars that “Description of Notes” was intended to be a verbatim recitation of a provision in of this Indenture, such the Notes or the Note Guarantees, which intent may be evidenced by an Officer’s Certificate to that effect; (6) to release any Note Guarantee in accordance with the terms of this Indenture; (7) 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 a Note Guarantee with respect to the Notes; (9) to comply with requirements of the Commission in order to effect or maintain the Notes qualification of the Indenture under the TIA (as certified if the Indenture in an Officers’ Certificatethe future is so qualified under the TIA). ; or (10) to evidence and provide the acceptance of the appointment of a successor Trustee under this Indenture. (b) Upon the written request of the Issuer, Company accompanied by a copy resolution of the resolutions of the its Board of Directors certified by the General Partner’s Secretary or Assistant Secretary authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee is hereby authorized to of the documents described in Section 7.02 hereof, the Trustee will join with the Issuer Company and the Guarantors in the execution of any such 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 and to accept the conveyance, transfer and assignment of any property thereundercontained, but the Trustee shall will not be obligated to, but may in its discretion, to enter into any such amended or supplemental indenture that affects the Trustee’s its own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of In connection with any proposed amendment or supplement provided for in this Section 9.01 may be executed by the Issuer9.01, the Guarantors Trustee will be entitled to receive, and the Trustee without the consent rely conclusively on, an Opinion of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 9.02Counsel and/or an Officer’s Certificate.

Without Consent of Holders of Notes. The IssuerNotwithstanding Section 9.02 of this Indenture, without the consent of any Holder of Notes, the Company, the Guarantors and the Trustee maymay amend or supplement this Indenture, from time to time, and at any time enter into an indenture or indentures supplemental without the consent of the Holders of the Notes hereto for one or more of the following purposesGuarantees: (a) to cure any ambiguity, defect omission, mistake, defect, error or inconsistency in this Indenture; provided that this action shall not adversely affect the interests of Holders of the Notes in any material respectinconsistency; (b) to evidence a successor provide for uncertificated Notes or Guarantees in addition to the Issuer as obligor or the Company in place of certificated Notes or the General Partner as Guarantors under this IndentureGuarantees; (c) to provide for the assumption of the obligations of the Company or any Guarantor to Holders of the Notes in the case of a merger, amalgamation, consolidation or sale of all or substantially all of the Company’s assets or such Guarantor’s assets, as applicable; (d) to make any change that would provide any additional rights or benefits to the Holders of Notes or that does not adversely affect the interests of the Holders rights hereunder of any Notes then outstanding; (d) to provide for the issuance of additional Notes such Holder in accordance with the limitations set forth in the indentureany material respect; (e) to provide for the acceptance issuance of appointment by a successor trustee or facilitate Additional Notes in accordance with the administration of the trusts under the indenture by more than one trusteeprovisions set forth in this Indenture; (f) reflect to provide for the release issuance of the Company or the General Partnerexchange notes, as Guarantors, in accordance with the provisions of this Indentureif applicable; (g) to evidence and provide for the acceptance of an appointment of a successor Trustee; (h) to add Guarantees with respect to the Notes; (i) to conform this Indenture or the Notes to any such provision of the “Description of Notes” section of the Offering Memorandum; (j) to comply with requirements of the SEC in order to effect or maintain, to the extent this Indenture is qualified under the TIA, the qualification of this Indenture under the TIA; (k) to secure the Notes; (hl) to add Guarantors with respect release a Guarantor upon its sale or designation as an Unrestricted Subsidiary or other permitted release from its Guarantee; (m) to reduce the minimum denominations of the Notes; orand (n) 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; provided however, that (i) to conform the text of compliance with this Indenture, any Note Guarantee or the Indenture as so amended would not result in Notes to any provision being transferred in violation of the description thereof set forth Securities Act or any other applicable securities law and (ii) such amendment does not adversely affect the rights of holders to transfer Notes in the Listing Particulars to the extent that such provision in the Listing Particulars was intended to be a verbatim recitation of a provision in this Indenture, such Note Guarantee or the Notes (as certified in an Officers’ Certificate)any material respect. Upon the written request of the Issuer, accompanied Company and upon receipt by a copy the Trustee of the resolutions of documents described in Section 7.02 hereof, and except as provided in the Board of Directors certified by the General Partner’s Secretary or Assistant Secretary authorizing the execution of any supplemental indenturefollowing sentence, the Trustee is hereby authorized to will join with the Issuer Company and the Guarantors in the execution of any such 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 and to accept the conveyance, transfer and assignment of any property thereundercontained, but the Trustee shall will not be obligated to, but may in its discretion, to enter into any such amended or supplemental indenture that affects the Trustee’s its own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized Notwithstanding the foregoing, no Opinion of Counsel shall be required in connection with the addition of a Guarantor under this Indenture upon execution and delivery by the provisions of this Section 9.01 may be executed by the Issuer, the Guarantors such Guarantor and the Trustee without of a supplemental indenture to this Indenture, the consent form of the Holders which is attached as Exhibit F hereto and delivery of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 9.02an Officers’ Certificate.

Without Consent of Holders of Notes. The IssuerNotwithstanding Section 9.02 of this Indenture, the Company, the Guarantors and the Trustee maymay amend or supplement this Indenture, from time to time, and at any time enter into an indenture or indentures supplemental the Notes or the Note Guarantees without the consent of the Holders any Holder of the Notes hereto for one or more of the following purposesNotes: (a1) to cure any ambiguity, defect or inconsistency inconsistency; (2) to provide for uncertificated Notes in this Indenture; provided that this action shall not adversely affect addition to or in place of certificated Notes; (3) to provide for the interests assumption of the Company’s or a Guarantor’s obligations to the Holders of the Notes in any material respect; (b) to evidence and Note Guarantees by a successor to the Issuer as obligor or the Company or the General Partner as Guarantors under this Indenturesuch Guarantor pursuant to Article 5 or Article 10 hereof; (c4) 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 interests of the Holders legal rights hereunder of any Notes then outstandingHolder; (d5) to provide for comply with requirements of the issuance SEC in order to effect or maintain the qualification of additional Notes in accordance with this Indenture under the limitations set forth in the indentureTIA; (e) to provide for the acceptance of appointment by a successor trustee or facilitate the administration of the trusts under the indenture by more than one trustee; (f) reflect the release of the Company or the General Partner, as Guarantors, in accordance with the provisions of this Indenture; (g) to secure the Notes; (h) to add Guarantors with respect to the Notes; or (i6) to conform the text of this Indenture, any the Note Guarantee Guarantees or the Notes to any provision of the description thereof set forth in “Description of Notes” section of the Listing Particulars Company’s Offering Memorandum, relating to the initial offering of the Notes, to the extent that such provision in the Listing Particulars that “Description of Notes” was intended to be a verbatim recitation of a provision in of this Indenture, such the Note Guarantee Guarantees or the Notes (as certified in Notes, which intent may be evidenced by an Officers’ Certificate)Certificate to that effect; (7) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereof; or (8) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes. Upon the written request of the Issuer, Company accompanied by a copy resolution of the resolutions of the its Board of Directors certified by the General Partner’s Secretary or Assistant Secretary authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee is hereby authorized to of the documents described in Section 7.02 hereof, the Trustee will join with the Issuer Company and the Guarantors in the execution of any such 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 and to accept the conveyance, transfer and assignment of any property thereundercontained, but the Trustee shall will not be obligated to, but may in its discretion, to enter into any such amended or supplemental indenture that affects the Trustee’s its own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed by the Issuer, 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. The IssuerNotwithstanding Section 9.02 of this Indenture, the Guarantors Company and the Trustee may, from time to time, and at any time enter into an indenture may amend or indentures supplemental supplement this Indenture or the Notes without the consent of the Holders of the Notes hereto for one or more of the following purposesany Holder to: (a1) to cure any ambiguity, defect or inconsistency in this Indenture; provided that this action shall not adversely affect the interests of Holders of the Notes in any material respectinconsistency; (b2) provide for uncertificated Notes in addition to evidence or in place of certificated Notes; (3) provide for the assumption of the obligations of the Company and/or a successor Subsidiary Guarantor to Holders in the Issuer as obligor case of a merger, consolidation, or amalgamation or sale of all or substantially all of the assets of the Company and/or a Subsidiary Guarantor; provided, however, that the Company or such successor shall deliver to the General Partner as Guarantors under Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such amalgamation, merger, consolidation, conveyance or transfer complies with this Indenturecovenant and that all conditions precedent contained in this Indenture relating to such transaction have been complied with; (c4) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the interests of the Holders legal rights under this Indenture of any Notes then outstandingsuch Holder; (d5) add additional guarantees with respect to provide for the issuance of additional Notes in accordance with or release Subsidiary Guarantors from Subsidiary Guarantees as provided or permitted by the limitations set forth in the indenture; (e) to provide for the acceptance of appointment by a successor trustee or facilitate the administration of the trusts under the indenture by more than one trustee; (f) reflect the release of the Company or the General Partner, as Guarantors, in accordance with the provisions terms of this Indenture; (g6) to secure provide for the Notesissuance of Additional Notes in accordance with this Indenture; (h) to add Guarantors with respect to the Notes; or (i7) to conform the text of this Indenture, any Note Guarantee Indenture or the Notes to any provision of the description thereof set forth in “Description of Notes” section of the Listing Particulars Final Offering Memorandum for the Notes, dated September 10, 2015, to the extent that such provision in the Listing Particulars such “Description of Notes” section was intended to be a verbatim recitation of a provision in this Indenture, such Note Guarantee or the Notes (as certified in an Officers’ Certificate). Upon the written request of the Issuer, accompanied by a copy of the resolutions of the Board of Directors certified by the General Partner’s Secretary or Assistant Secretary authorizing the execution of any supplemental indenture, the Trustee is hereby authorized to join with the Issuer and the Guarantors in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental indenture that affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed by the IssuerNotes, 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 9.02as set forth in an Officer’s Certificate.

Without Consent of Holders of Notes. The IssuerNotwithstanding Section 9.02 of this Indenture, the Guarantors Company, the Guarantors, the Trustee, each Agent, the Security Agent and/or the Intercreditor Agent, (as applicable and to the Trustee mayextent each is a party to the relevant document), from time to timemay amend or supplement this Indenture, and at any time enter into an indenture or indentures supplemental the Notes, the Note Guarantees, the Security Documents and/or the Intercreditor Agreement without the consent of the Holders of the Notes hereto for one or more of the following purposesany Holder: (a1) to cure any ambiguity, defect or inconsistency in this Indenture; provided that this action shall not adversely affect the interests of Holders of the Notes in any material respectinconsistency; (b2) to evidence a successor provide for uncertificated Notes in addition to the Issuer as obligor or the Company or the General Partner as Guarantors under this Indenturein place of certificated Notes; (c3) to provide for the assumption of the Company’s or a Guarantor’s Obligations under the Notes or the Note Guarantees in the case of a merger or consolidation or sale of all or substantially all of the Company’s or such Guarantor’s assets, as applicable; (4) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the interests of the Holders legal rights under this Indenture of any Notes then outstandingsuch Holder; (d) to provide for the issuance of additional Notes in accordance with the limitations set forth in the indenture; (e) to provide for the acceptance of appointment by a successor trustee or facilitate the administration of the trusts under the indenture by more than one trustee; (f) reflect the release of the Company or the General Partner, as Guarantors, in accordance with the provisions of this Indenture; (g) to secure the Notes; (h) to add Guarantors with respect to the Notes; or (i5) to conform the text of the Notes, this Indenture, any the Note Guarantee Guarantees, the Security Documents or the Notes Intercreditor Agreement to any provision of the description thereof set forth in “Description of Notes” section of the Listing Particulars Offering Memorandum, to the extent that such provision in that “Description of Notes” section of the Listing Particulars Offering Memorandum was intended to be a verbatim recitation of a provision in of the Notes, this Indenture, such the Note Guarantees, the Security Documents or the Intercreditor Agreement, which intent shall be evidenced by an Officer’s Certificate of the Company to that effect; (6) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date of this Indenture; (7) to make, complete or confirm any grant of Collateral permitted or required by this Indenture, the Security Documents or the Intercreditor Agreement; or (8) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee or with respect to the Notes (as certified or to release any Guarantor from its Note Guarantee in an Officers’ Certificate)accordance with the terms of this Indenture. Upon the written request of the Issuer, Company accompanied by a copy resolution of the resolutions of the its Board of Directors certified by the General Partner’s Secretary or Assistant Secretary authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee is hereby authorized of the documents described in Sections 7.02, 9.06, 13.04 and 13.05 hereof, the Trustee, each Agent, the Security Agent (at the direction of the Trustee, subject to receipt of the documents described in Section 7.02(b)) and/or the Intercreditor Agent, (at the direction of the Trustee, subject to receipt of the documents described in Section 7.02(b)), as the case may be, will join with the Issuer Company and the Guarantors in the execution of any such amended or supplemental indenture, indenture authorized or permitted by the terms of this Indenture and the Intercreditor Agreement and to make any further appropriate agreements and stipulations that may be therein contained and to accept the conveyance, transfer and assignment of any property thereundercontained, but neither the Trustee shall not Trustee, the Security Agent, the Intercreditor Agent nor any Agent will be obligated to, but to (although they may in its at their discretion, ) enter into any such amended or supplemental indenture that affects the Trustee’s their own rights, duties or immunities under this Indenture Indenture, the Intercreditor Agreement or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed by the Issuer, 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. The IssuerNotwithstanding Section 9.02 of this Indenture, without the consent of any Holder of Notes, the Company, the Guarantors and the Trustee maymay amend or supplement this Indenture, from time to time, and at any time enter into an indenture or indentures supplemental without the consent of the Holders of the Notes hereto for one or more of the following purposesNote Guarantees: (a) to cure any ambiguity, defect or inconsistency in this Indenture; provided that this action shall not adversely affect the interests of Holders of the Notes in any material respectinconsistency; (b) to evidence a successor provide for uncertificated Notes in addition to the Issuer as obligor or the Company or the General Partner as Guarantors under this Indenturein place of certificated Notes; (c) to provide for the assumption of the Company’s or a Guarantor’s obligations to 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 such Guarantor’s properties or assets, as applicable; (d) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the interests legal rights under this Indenture of any Holder, including to comply with requirements of the Holders SEC or DTC in order to maintain the transferability of any the Notes then outstandingpursuant to Rule 144A or Regulation S; (de) to conform the text of this Indenture, the Notes or the Note Guarantees to any provision of the “Description of Notes” section of the Offering Memorandum; (f) to provide for the issuance of additional Additional Notes in accordance with the limitations set forth in the indenture; (e) to provide for the acceptance of appointment by a successor trustee or facilitate the administration this Indenture as of the trusts under the indenture by more than one trustee; (f) reflect the release of the Company or the General Partner, as Guarantors, in accordance with the provisions of this Indenturedate hereof; (g) to secure the NotesNotes or the Note Guarantees pursuant to the requirements of Section 4.12 hereof or otherwise; (h) to add Guarantors with respect any additional Guarantee of the Notes as provided in this Indenture or otherwise, or to evidence the Notesrelease of any Guarantor from its Note Guarantee as provided in this Indenture; or (i) to conform evidence or provide for the text acceptance of this Indenture, any Note Guarantee or the Notes to any provision of the description thereof set forth in the Listing Particulars to the extent that such provision in the Listing Particulars was intended to be a verbatim recitation of a provision in this Indenture, such Note Guarantee or the Notes (as certified in an Officers’ Certificate). Upon the written request of the Issuer, accompanied by a copy of the resolutions of the Board of Directors certified by the General Partner’s Secretary or Assistant Secretary authorizing the execution of any supplemental indenture, the Trustee is hereby authorized to join with the Issuer and the Guarantors in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental indenture that affects the Trustee’s own rights, duties or immunities appointment under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed by the Issuer, 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 9.02a successor Trustee.

Without Consent of Holders of Notes. The IssuerNotwithstanding Section 9.02 of this Indenture, without the consent of any Holder of Notes, the Issuers, the Subsidiary Guarantors and the Trustee maymay amend or supplement this Indenture, from time the Notes or the Note Guarantees: (1) to timecure any ambiguity, defect, omission or inconsistency in this Indenture or the Notes; (2) to provide for the assumption of the Issuers’ or a Subsidiary Guarantor’s obligations to Holders of the Notes and at the Note Guarantees in the case of a merger or consolidation or sale of all or substantially all of the Issuers’ or such Subsidiary Guarantor’s assets to comply with Article 5 or Section 10.04; (3) to comply with any time enter into 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 indenture appointment by a successor Trustee; (5) to provide for uncertificated Notes in addition to or indentures supplemental without in place of certificated Notes; provided that the consent 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 hereto for one or more of to surrender any right or power conferred upon the following purposes: (a) to cure Issuers or any ambiguity, defect or inconsistency in this Indenture; provided that this action shall not adversely affect the interests of Holders of the Notes in any material respectSubsidiary Guarantor; (b) to evidence a successor to the Issuer as obligor or the Company or the General Partner as Guarantors under this Indenture; (c) to make any change that does not adversely affect the interests of the Holders of any Notes then outstanding; (d) 8) to provide for the issuance of additional Additional Notes in accordance with the limitations set forth in the indenture; (e) to provide for the acceptance of appointment by a successor trustee or facilitate the administration of the trusts under the indenture by more than one trustee; (f) reflect the release of the Company or the General Partner, as Guarantors, in accordance with the provisions terms of this Indenture; (g) to secure the Notes; (h) to add Guarantors with respect to the Notes; or (i9) to conform the text of this Indenture, any Note Guarantee the Notes or the Notes Note Guarantees to any provision of the description thereof set forth in “Description of the Listing Particulars Notes” section of the Offering Memorandum to the extent that such provision in the Listing Particulars “Description of the Notes” section of the Offering Memorandum was intended to be a verbatim recitation of a provision in this Indenture, such Note Guarantee 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 under this Indenture of any Holder; or (12) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes; provided, however, that (a) compliance with this Indenture as certified so amended would not result in an Officers’ Certificate)Notes being transferred in violation of the Securities Act, or any other applicable securities law and (b) such amendment does not materially and adversely affect the rights of Holders to transfer Notes. Upon the written request of the Issuer, Issuers accompanied by a copy of the resolutions of the Board of Directors certified by the General Partner’s Secretary or Assistant Secretary Resolution authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee is hereby authorized to of the documents described in Sections 7.02 and 9.06 hereof, the Trustee shall join with the Issuer Issuers and the Subsidiary Guarantors in the execution of any such 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 and to accept the conveyance, transfer and assignment of any property thereundercontained, but the Trustee shall not be obligated to, but may in its discretion, to enter into any such amended or supplemental indenture that affects the Trustee’s its own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed by the Issuer, 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. The IssuerNotwithstanding Section 9.02 of this Supplemental Indenture, the Company, the Guarantors and the Trustee maymay amend or supplement this Supplemental Indenture, from time to time, and at any time enter into an indenture the Guarantees or indentures supplemental the Notes without the consent of the any Holder or Holders of the Notes hereto for one or more of the following purposesa Note: (a) to cure any ambiguity, defect or inconsistency in this Indenture; provided that this action shall not adversely affect the interests of Holders of the Notes in any material respectinconsistency; (b) to evidence a successor provide for uncertificated Notes in addition to or in place of certificated Notes, provided that such uncertificated notes are issued in registered form under Section 163(f)(5) of the Issuer as obligor or the Company or the General Partner as Guarantors under this IndentureCode; (c) to provide for the assumption of the Company’s or a Guarantor’s obligations to the Holders of the Notes in the case of merger or consolidation or sale of all or substantially all of the Company’s or such Guarantor’s assets, applicable; (d) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the interests legal rights under this Supplemental Indenture of any Holder of the Holders of any Notes then outstandingNotes; (de) to comply with requirements of the SEC in order to effect or maintain the qualification of this Supplemental Indenture under the TIA; (f) to provide for the issuance of additional Additional Notes in accordance with the limitations set forth in the indenture; (e) to provide for the acceptance of appointment by a successor trustee or facilitate the administration of the trusts under the indenture by more than one trustee; (f) reflect the release of the Company or the General Partner, as Guarantors, in accordance with the provisions of this Supplemental Indenture; (g) to secure the Notes; (h) to add Guarantors with respect to the Notes; or (i) to conform the text of this Supplemental Indenture, any Note Guarantee the Notes or the Notes Guarantees to any provision of the description thereof set forth in the Listing Particulars Description of Notes to the extent that such provision in the Listing Particulars Description of Notes was intended to be a verbatim recitation of a provision in of this Supplemental Indenture, such Note Guarantee the Notes or the Guarantees; (h) 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 acceptance of appointment by a successor trustee; (j) to add guarantees with respect to the Notes; (k) to secure the Notes; or (l) to release any Lien granted in favor of the Holders of the Notes (as certified in an Officers’ Certificate)pursuant to Section 4.07 hereof upon release of the Lien securing the underlying obligation that gave rise to such Lien. Upon the written request of the Issuer, Company accompanied by a copy resolution of the resolutions of the its Board of Directors certified by the General Partner’s Secretary or Assistant Secretary authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee is hereby authorized to of the documents described in Section 7.02 hereof, the Trustee will join with the Issuer Company and the Guarantors in the execution of any such amended or supplemental indenture, indenture authorized or permitted by the terms of this Supplemental Indenture and to make any further appropriate agreements and stipulations that may be therein contained and to accept the conveyance, transfer and assignment of any property thereundercontained, but the Trustee shall will not be obligated to, but may in its discretion, to enter into any such amended or supplemental indenture that affects the Trustee’s its own rights, duties or immunities under this Supplemental Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed by the Issuer, 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. The Without the consent of any Holders, the Issuer, when authorized by a resolution of the Guarantors Issuer’s Board of Directors, and the Trustee mayTrustee, at any time and from time to time, and at any time may enter into an indenture or indentures supplemental without the consent of the Holders of the Notes hereto for one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: (a1) to cure any ambiguity, defect to correct any mistake, to correct or inconsistency supplement any provision in this Indenture that may be defective or inconsistent with any other provision in this Indenture; provided that this action shall not adversely affect the interests of Holders of the Notes , or to make other provisions in any material respect; (b) regard to evidence a successor to the Issuer as obligor matters or the Company or the General Partner as Guarantors questions arising under this Indenture; (c2) to make any change evidence that does not adversely affect another Person has become a successor of an Obligor and that the interests of successor assumes such Obligor’s covenants, agreements, and obligations in this Indenture and in the Holders of any Notes then outstanding; (d) to provide for the issuance of additional Notes in accordance with the limitations set forth in the indenture; (e) to provide for the acceptance of appointment by a successor trustee or facilitate the administration of the trusts under the indenture by more than one trustee; (f) reflect the release of the Company or the General Partner, as Guarantors, in accordance with the provisions of this Indenture; (g3) surrender any of the Obligors’ rights or powers under this Indenture or add to secure the Obligors’ covenants further covenants for the protection of the Holders of all or any series of Notes; (h4) to add Guarantors with respect to any additional Events of Default for the benefit of the Holders of all or any series of Notes; or; (i5) to conform any provision in this Indenture to the text “Description of this IndentureNotes” in the Issuer’s Final Offering Memorandum, any Note Guarantee or dated March 29, 2019, relating to the initial offering of the Notes to any provision of (the description thereof set forth in the Listing Particulars “Offering Memorandum”), to the extent that such provision in the Listing Particulars that “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture and the Notes, which intent may be evidenced by an Officer’s Certificate to that effect; (6) to secure the Notes; (7) provide for uncertificated Notes in this Indentureaddition to or in place of certificated Notes (provided, such Note Guarantee 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 (as certified in an Officers’ Certificate). Upon the written request of the Issuer, accompanied by a copy of the resolutions of the Board of Directors certified by the General Partner’s Secretary one or Assistant Secretary authorizing the execution of any supplemental indenture, the Trustee is hereby authorized to join with the Issuer and the Guarantors in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained more series and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental indenture that affects the Trustee’s own rights, duties add to or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed by the Issuer, the Guarantors and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding change any of the provisions of this Indenture as necessary to provide for the administration of this Indenture by more than one trustee, pursuant to the requirements of Section 9.027.08 hereof; or (10) comply with the requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA.

Without Consent of Holders of Notes. The IssuerNotwithstanding Section 9.02 of this Indenture, the Company, the Guarantors and the Trustee may, from time to time, and at any time enter into an indenture may amend or indentures supplemental supplement this Indenture or the Notes or the Note Guarantees without the consent of the Holders any Holder of the Notes hereto for one or more of the following purposesNotes: (a1) to cure any ambiguity, defect or inconsistency inconsistency; (2) to provide for uncertificated Notes in this Indenture; provided that this action shall not adversely affect addition to or in place of certificated Notes; (3) to provide for the interests assumption of the Company’s or a Guarantor’s obligations to the Holders of the Notes in any material respect; (b) to evidence and Note Guarantees by a successor to the Issuer as obligor or the Company or the General Partner as Guarantors under this Indenturesuch Guarantor pursuant to Article 5 or Article 11 hereof; (c4) 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 interests of the Holders legal rights hereunder of any Notes then outstandingsuch Holder; (d5) to provide for comply with requirements of the issuance SEC in order to effect or maintain the qualification of additional Notes in accordance with this Indenture under the limitations set forth in the indentureTIA; (e) to provide for the acceptance of appointment by a successor trustee or facilitate the administration of the trusts under the indenture by more than one trustee; (f) reflect the release of the Company or the General Partner, as Guarantors, in accordance with the provisions of this Indenture; (g) to secure the Notes; (h) to add Guarantors with respect to the Notes; or (i6) to conform the text of this Indenture, any the Note Guarantee Guarantees, the Notes or the Notes Security Documents to any provision of the description thereof set forth in “Description of Notes” section of the Listing Particulars Offering Circular, relating to the initial offering of the Notes, to the extent that such provision in the Listing Particulars that “Description of Notes” was intended to be a verbatim recitation of a provision in of this Indenture, such the Note Guarantees, the Notes or the Security Documents; (7) 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 a Note Guarantee with respect to the Notes; (9) to evidence and provide for the acceptance of appointment under this Indenture by a successor Trustee; or (10) to make, complete or confirm any grant of Collateral permitted or required by this Indenture or any of the Notes (Security Documents or any release of Collateral that becomes effective as certified set forth in an Officers’ Certificate)this Indenture or any of the Security Documents. Upon the written request of the Issuer, Company accompanied by a copy resolution of the resolutions of the its Board of Directors certified by the General Partner’s Secretary or Assistant Secretary authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee is hereby authorized to of the documents described in Section 7.02 hereof, the Trustee will join with the Issuer Company and the Guarantors in the execution of any such 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 and to accept the conveyance, transfer and assignment of any property thereundercontained, but the Trustee shall will not be obligated to, but may in its discretion, to enter into any such amended or supplemental indenture that affects the Trustee’s its own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed by the Issuer, 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. The Issuer, the Guarantors and the Trustee may, from time to time, and at any time enter into an indenture or indentures supplemental without the consent of the Holders of the Notes hereto for one or more of the following purposes: (a) to cure any ambiguity, defect or inconsistency in this Indenture; provided that this action shall not adversely affect the interests of Holders of the Notes in any material respect; (b) to evidence a successor to the Issuer as obligor or the Company or the General Partner as Guarantors under this Indenture; (c) to make any change that does not adversely affect the interests of the Holders of any Notes then outstanding; (d) to provide for the issuance of additional Notes in accordance with the limitations set forth in the indenture; (e) to provide for the acceptance of appointment by a successor trustee or facilitate the administration of the trusts under the indenture by more than one trustee; (f) reflect the release of the Company or the General Partner, as Guarantors, in accordance with the provisions of this Indenture; (g) to secure the Notes; (h) to add Guarantors with respect to the Notes; or (i) to conform the text of this Indenture, any Note Guarantee or the Notes to any provision of the description thereof set forth in the Listing Particulars Offering Memorandum to the extent that such provision in the Listing Particulars Offering Memorandum was intended to be a verbatim recitation of a provision in this Indenture, such Note Guarantee or the Notes (as certified in an Officers’ Certificate). Upon the written request of the Issuer, accompanied by a copy of the resolutions of the Board of Directors certified by the General Partner’s Secretary or Assistant Secretary authorizing the execution of any supplemental indenture, the Trustee is hereby authorized to join with the Issuer and the Guarantors in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental indenture that affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed by the Issuer, 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. The Issuer(a) Notwithstanding Section 9.02 hereof, without the consent of any Holder of Notes, the Company, the Guarantors and the Trustee mayTrustee, from time to timeas applicable, and at any time enter into an indenture may amend or indentures supplemental without supplement this Indenture or the consent of the Holders of the Notes hereto for one or more of the following purposesNotes: (ai) to cure any ambiguity, defect defect, omission or inconsistency in this Indenture; provided that this action shall not adversely affect the interests of Holders of the Notes in any material respectinconsistency; (bii) to evidence a successor provide for uncertificated Notes in addition to the Issuer as obligor or the Company or the General Partner as Guarantors under this Indenturein place of certificated Notes; (ciii) to provide for the assumption of the Company’s or any Guarantor’s obligations to Holders of 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 such Guarantor’s assets; (iv) to make any change that would provide any additional rights or benefits to the Holders of Notes or that does not materially, in the good faith determination of the Company, adversely affect the interests of the Holders legal rights under this Indenture of any Notes then outstandingsuch Holder; (dv) to provide for comply with requirements of the issuance Commission in order to effect or maintain the qualification of additional Notes in accordance with this Indenture under the limitations set forth in the indentureTIA; (evi) to comply with the provisions described under Section 4.17 hereof, 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; (vii) to evidence and provide for the acceptance of appointment by a successor trustee or facilitate the administration of the trusts under the indenture by more than one trusteeTrustee; (fviii) reflect to provide for the release issuance of the Company or the General Partner, as Guarantors, Additional Notes in accordance with the provisions of this Indenture; (g) to secure the Notes; (h) to add Guarantors with respect to the Notes; or (iix) to conform the text of this Indenture, any Note Guarantee Indenture or the Notes to any provision of the description thereof set forth “Description of the Notes” contained in the Listing Particulars Offering Memorandum to the extent that such provision in the Listing Particulars was is intended to be a verbatim recitation of a provision in this Indenture, such Note Guarantee or the Notes thereof. (as certified in an Officers’ Certificate). b) Upon the written request of the IssuerCompany, accompanied and upon receipt by a copy the Trustee of the resolutions of the Board of Directors certified by the General Partner’s Secretary or Assistant Secretary authorizing the execution of any supplemental indenturedocuments described in Sections 9.05 and 12.03 hereof, the Trustee is hereby authorized to shall join with the Issuer and the Guarantors Company in the execution of any such 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 and to accept the conveyance, transfer and assignment of any property thereundercontained, but the Trustee shall not be obligated to, but may in its discretion, to enter into any such amended or supplemental indenture that affects the Trustee’s its own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed by the Issuer, 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. The IssuerNotwithstanding Section 9.02 of this Indenture, the Company, the Guarantors and the Trustee maymay amend or supplement this Indenture, from time to time, and at any time enter into an indenture the Note Guarantees or indentures supplemental the Notes without the consent of the Holders of the Notes hereto for one or more of the following purposesany Holder: (a1) to cure any ambiguity, defect or inconsistency inconsistency; (2) to provide for uncertificated Notes in this Indenture; provided addition to or in place of certificated Notes or to alter the provisions of Article 2 hereof (including the related definitions) in a manner that this action shall does not materially adversely affect any Holder; (3) to provide for the interests assumption of the Company's or a Guarantor's obligations to the Holders of the Notes in any material respect; (b) to evidence by a successor to the Issuer as obligor or the Company or the General Partner as Guarantors under this Indenturesuch Guarantor pursuant to Article 5 or Article 12 hereof; (c4) to make any change that would provide any additional rights or benefits to the Holders, including the addition of guarantees, or that does not adversely affect the interests of the Holders legal rights under this Indenture of any Notes then outstandingsuch Holder; (d5) to provide for comply with requirements of the issuance SEC in order to effect or maintain the qualification of additional Notes in accordance with this Indenture under the limitations TIA; (6) to make, complete or confirm any grant of Collateral permitted or required by the Security Documents, the Collateral Trust Agreement or this Indenture or any release of Collateral that becomes effective as set forth in the indenture; (e) to provide for Security Documents, the acceptance of appointment by a successor trustee Collateral Trust Agreement or facilitate the administration of the trusts under the indenture by more than one trustee; (f) reflect the release of the Company or the General Partner, as Guarantors, in accordance with the provisions of this Indenture; (g) to secure the Notes; (h) to add Guarantors with respect to the Notes; or (i7) to conform the text of this Indenture, any Note Guarantee the Notes or the Notes Note Guarantees to any provision of the description thereof set forth in the Listing Particulars Description of Notes to the extent that such provision in the Listing Particulars Description of Notes was intended to be a verbatim recitation of a provision in of this Indenture, the Notes or the Note Guarantees; (8) to reflect any waiver or termination of any right arising under the provisions of Section 11.01 hereof that otherwise would be enforceable by any holder of any Series of Secured Debt other than the Notes or any Additional Notes at any time issued under this Indenture, if such waiver or termination is set forth or provided in the indenture or agreement governing or giving rise to such Series of Secured Debt, but no waiver or amendment pursuant to this clause (8) shall adversely affect the rights of any Holder; (9) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the Issue Date; or (10) to allow any Person to execute a supplemental indenture and/or a Note Guarantee or with respect to the Notes (as certified in an Officers’ Certificate)to become a Guarantor. Upon the written request of the Issuer, accompanied by a copy of the resolutions of the Board of Directors certified by the General Partner’s Secretary or Assistant Secretary Company authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee is hereby authorized to of the documents described in Section 7.02 hereof, the Trustee shall join with the Issuer Company and the Guarantors in the execution of any such 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 and to accept the conveyance, transfer and assignment of any property thereundercontained, but the Trustee shall not be obligated to, but may in its discretion, to enter into any such amended or supplemental indenture that affects the Trustee’s its own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed by the Issuer, 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. The Notwithstanding Section 9.02 hereof, the Issuer, the Guarantors any Guarantor (with respect to a Guarantee or this Indenture) and the Trustee may, from time to time, may amend or supplement this Indenture and at any time enter into an indenture Guarantee or indentures supplemental the Notes without the consent of the Holders of the Notes hereto for one or more of the following purposesany Holder: (a1) to cure any ambiguity, omission, mistake, defect or inconsistency in this Indenture; provided that this action shall not adversely affect the interests of Holders of the Notes in any material respectinconsistency; (b2) to evidence a successor provide for uncertificated Notes in addition to or in place of certificated Notes; (3) to comply with Section 5.01 hereof; (4) to provide for the assumption of the Issuer’s or any Guarantor’s obligations to the Issuer as obligor Holders in the case of a merger or consolidation or sale of all or substantially all of the Company Issuer’s or such Guarantor’s assets in accordance with the General Partner as Guarantors under this terms of the Indenture; (c5) to make any change that would provide any additional rights or benefits to the Holders or that does not materially adversely affect the interests legal rights under this Indenture of any such Holder; (6) to add covenants for the benefit of the Holders of or to surrender any Notes then outstandingright or power conferred upon the Issuer or any Guarantor; (d7) to provide for the issuance of additional Notes in accordance with the limitations set forth in the indenture; (e) to evidence and provide for the acceptance and appointment under this Indenture of appointment by a successor trustee or facilitate Trustee thereunder pursuant to the administration of the trusts under the indenture by more than one trusteerequirements thereof; (f) reflect 8) to add a Guarantor under this Indenture or secure the release of Notes and the Company or the General Partner, as Guarantors, in accordance with the provisions of this IndentureGuarantees; (g) to secure the Notes; (h) to add Guarantors with respect to the Notes; or (i9) to conform the text of this Indenture, any Note Guarantee the Guarantees or the Notes to any provision of the description thereof set forth in “Description of Notes” section of the Listing Particulars Offering Memorandum to the extent that such provision in the Listing Particulars such “Description of Notes” section was intended to be a verbatim recitation of a provision in of this Indenture, such Note Guarantee the Guarantees or the Notes; (10) 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 certified so amended would not result in an Officers’ Certificate)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; or (11) to provide for the issuance of Additional Notes in accordance with the Indenture. Upon the written request of the Issuer, Issuer accompanied by a copy resolution of the resolutions its board of the Board of Directors certified by the General Partner’s Secretary or Assistant Secretary directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee is hereby authorized to of the documents described in Section 7.02 hereof, the Trustee shall join with the Issuer and the Guarantors in the execution of any such 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 and to accept the conveyance, transfer and assignment of any property thereundercontained, but the Trustee shall not be obligated to, but may in its discretion, to enter into any such amended or supplemental indenture that affects the Trustee’s its own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized Notwithstanding the foregoing, no Opinion of Counsel shall be required in connection with the addition of a Guarantor under this Indenture upon execution and delivery by the provisions of this Section 9.01 may be executed by the Issuer, the Guarantors such Guarantor and the Trustee without of a supplemental indenture to this Indenture, the consent form of the Holders which is attached as Exhibit D hereto, and delivery of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 9.02an Officer’s Certificate.

Without Consent of Holders of Notes. The IssuerNotwithstanding Section 9.02 of this Indenture, the Company, the Guarantors and the Trustee may, from time to time, and at any time enter into an indenture may amend or indentures supplemental supplement this Indenture or the Notes or the Note Guarantees without the consent of the Holders any Holder of the Notes hereto for one or more of the following purposesNote: (a1) to cure any ambiguity, defect or inconsistency inconsistency; (2) to provide for uncertificated Notes in this Indenture; provided that this action shall not adversely affect addition to or in place of certificated Notes; (3) to provide for the interests assumption of the Company’s or a Guarantor’s obligations to the Holders of the Notes in any material respect; (b) to evidence and Note Guarantees by a successor to the Issuer as obligor or the Company or the General Partner as Guarantors under this Indenturesuch Guarantor pursuant to Article 5 or Article 10 hereof; (c4) 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 interests of the Holders legal rights hereunder of any Notes then outstandingHolder; (d5) to provide for comply with requirements of the issuance SEC in order to effect or maintain the qualification of additional Notes in accordance with this Indenture under the limitations set forth in the indentureTIA; (e) to provide for the acceptance of appointment by a successor trustee or facilitate the administration of the trusts under the indenture by more than one trustee; (f) reflect the release of the Company or the General Partner, as Guarantors, in accordance with the provisions of this Indenture; (g) to secure the Notes; (h) to add Guarantors with respect to the Notes; or (i6) to conform the text of this Indenture, any Note Guarantee Indenture or the Notes to any provision of the description thereof set forth in “Description of Notes” section of the Listing Particulars Company’s Offering Circular dated March 16, 2006, relating to the initial offering of the Notes, to the extent that such provision in the Listing Particulars that “Description of Notes” was intended to be a verbatim recitation of a provision in of this Indenture, such the Note Guarantees or the Notes; (7) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereof; (8) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes; or (9) to provide for the appointment of a Canadian co-trustee if required to qualify the Exchange Notes under a prospectus for purposes of applicable Canadian law and to make any consequential amendments to the Indenture that may be necessary or desirable to give effect to such appointment, including without limitation, adding to or changing any of the Notes (provisions of this Indenture for the benefit of such Canadian co-trustee or as certified in an Officers’ Certificate)may be necessary or desirable to provide for and facilitate the administration of the trusts hereunder by two trustees. Upon the written request of the Issuer, Company accompanied by a copy resolution of the resolutions of the its Board of Directors certified by the General Partner’s Secretary or Assistant Secretary authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee is hereby authorized to of the documents described in Section 7.02 hereof, the Trustee will join with the Issuer Company and the Guarantors in the execution of any such 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 and to accept the conveyance, transfer and assignment of any property thereundercontained, but the Trustee shall will not be obligated to, but may in its discretion, to enter into any such amended or supplemental indenture that affects the Trustee’s its own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed by the Issuer, 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. The IssuerNotwithstanding Section 9.02 of this Indenture, the Guarantors Company and the Trustee may, from time to time, and at any time enter into an indenture may amend or indentures supplemental supplement this Indenture or the Notes of one or more Series without the consent of the Holders any Holder of the Notes hereto for one or more of the following purposesNote: (a) 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, defect or inconsistency in to conform the provisions of this Indenture; provided that this action shall not adversely affect Indenture to the interests of Holders description of the Notes contained in any material respectthe prospectus or other offering document pursuant to which the Notes of one or more Series were sold, as evidenced by an Officer’s Certificate stating that such text constitutes an unintended conflict with the description of the corresponding provision in the offering document; (b) to evidence a successor provide for uncertificated Notes in addition to the Issuer as obligor or the Company or the General Partner as Guarantors under this Indenturein place of certificated Notes; (c) to provide for the assumption of the Company’s obligations to the Holders of the Notes by a successor to the Company pursuant to Article 5 hereof; (d) to make any change that would provide any additional rights or benefits to the Holders of all or any Series of Notes or that does not adversely affect the interests of the Holders rights hereunder of any Notes then outstandingHolder in any material respect, as evidenced by an Officer’s Certificate; (de) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; (f) to provide for the issuance of additional and establish the form and terms and conditions of Notes in accordance with the limitations set forth in the indenture; (e) to provide for the acceptance of appointment any Series as permitted by a successor trustee or facilitate the administration of the trusts under the indenture by more than one trustee; (f) reflect the release of the Company or the General Partner, as Guarantors, in accordance with the provisions of this Indenture; (g) to secure add guarantees with respect to the Notes;Notes of any Series or to provide security for the Notes of any Series; or (h) to add Guarantors evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Notes; or (i) Notes of one or more Series and to conform add to or change any of the text provisions of this Indenture, any Note Guarantee Indenture as shall be necessary to provide for or facilitate the Notes to any provision administration of the description thereof set forth in the Listing Particulars to the extent that such provision in the Listing Particulars was intended to be a verbatim recitation of a provision in this Indenture, such Note Guarantee or the Notes (as certified in an Officers’ Certificate)trusts hereunder by more than one Trustee. Upon the written request of the Issuer, Company accompanied by a copy of the resolutions of the Board of Directors certified by the General Partner’s Secretary or Assistant Secretary Resolution authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee is hereby authorized to of the documents described in Section 7.02 hereof, the Trustee will join with the Issuer and the Guarantors Company in the execution of any such 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 and to accept the conveyance, transfer and assignment of any property thereundercontained, but the Trustee shall will not be obligated to, but may in its discretion, to enter into any such amended or supplemental indenture that affects the Trustee’s its own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed by the Issuer, 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. The IssuerNotwithstanding Section 9.02 of this Indenture, the Guarantors Company and the Trustee may, from time to time, and at any time enter into an indenture may amend or indentures supplemental supplement this Indenture or the Notes of one or more series without the consent of the Holders any Holder of the Notes hereto for one or more of the following purposesa Note: (a) to cure any ambiguityomission, defect mistake, defect, inconsistency or inconsistency ambiguity 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, or to conform the provisions of this Indenture; provided Indenture to the description of the Notes contained in the offering document pursuant to which the Notes of one or more series were sold, as evidenced by an Officer’s Certificate stating that this action shall such text constitutes an unintended conflict with the description of the corresponding provision in the offering document; (b) to provide for uncertificated Notes in addition to or in place of certificated Notes; (c) to provide for the assumption of the Company’s obligations to the Holders of the Notes by a successor to the Company pursuant to Article X hereof; (d) to make any change that would provide any additional rights or benefits to the Holders of all or any series of Notes or that does not adversely affect the interests rights hereunder of Holders of the Notes any Holder in any material respect; (be) to evidence a successor comply with requirements of the SEC in order to effect or maintain the Issuer as obligor or qualification of this Indenture under the Company or the General Partner as Guarantors under this IndentureTrust Indenture Act; (c) to make any change that does not adversely affect the interests of the Holders of any Notes then outstanding; (df) to provide for the issuance of additional and establish the form and terms and conditions of Additional Notes in accordance with the limitations set forth in the indenture; (e) to provide for the acceptance of appointment as permitted by a successor trustee or facilitate the administration of the trusts under the indenture by more than one trustee; (f) reflect the release of the Company or the General Partner, as Guarantors, in accordance with the provisions of this Indenture; (g) to secure add guarantees with respect to the NotesNotes of any series, including any Guarantees, or to provide security for the Notes of any series; (h) to add Guarantors with respect to release a Guarantor from its Guarantee when permitted by the Notesterms of this Indenture; or (i) to conform evidence and provide for the text acceptance of appointment hereunder by a successor Trustee with respect to the Notes of one or more series and to add to or change any of the provisions of this Indenture, any Note Guarantee Indenture as shall be necessary to provide for or facilitate the Notes to any provision administration of the description thereof set forth in the Listing Particulars to the extent that such provision in the Listing Particulars was intended to be a verbatim recitation of a provision in this Indenture, such Note Guarantee or the Notes (as certified in an Officers’ Certificate)trusts hereunder by more than one Trustee. Upon the written request of the Issuer, Company accompanied by a copy of the resolutions of the Board of Directors certified by the General Partner’s Secretary or Assistant Secretary Resolution authorizing the execution of any such amended or supplemental indenture, and upon receipt by a Responsible Officer of the Trustee is hereby authorized to of the documents described in Section 7.02 hereof, the Trustee will join with the Issuer and the Guarantors Company in the execution of any such 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 and to accept the conveyance, transfer and assignment of any property thereundercontained, but the Trustee shall will not be obligated to, but may in its discretion, to enter into any such amended or supplemental indenture that affects the Trustee’s its own rights, duties duties, privileges, protections or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed by the Issuer, 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. The (i) Notwithstanding Section 9.02 of this Indenture, the Issuer, the Guarantors Security Agent and the Trustee may(as applicable) may modify, from time to timeamend or supplement this Indenture, and at the Notes, any time enter into an Security Document, the Guarantees, the Intercreditor Agreement, any Additional Intercreditor Agreement or any supplemental indenture or indentures supplemental without the consent of the Holders of the Notes hereto for one or more of the following purposesany Holder: (a1) to cure any ambiguity, defect omission, defect, error or inconsistency in this Indenture; provided that this action shall not adversely affect the interests of Holders of the Notes in any material respectinconsistency; (b2) to evidence a successor provide for uncertificated Notes in addition to or in place of the Issuer as obligor or the Company or the General Partner as Guarantors under this Indenturecertificated Notes; (c3) to provide for the assumption of the Issuer's or a Guarantor's obligations to Holders of Notes in the case of a merger or consolidation or sale of all or substantially all of the Issuer's or such Guarantor's assets; (4) to make any change that would provide any additional rights or benefits to the Holders of Notes or that does not adversely affect the interests of the Holders legal rights under this Indenture of any Notes then outstandingsuch Holder; (d5) to conform the text of this Indenture or the Notes to any provision of the sections titled "Description of the Notes", taken together, in the Offering Memorandum to the extent that such provision in such sections of the Offering Memorandum was intended to be a verbatim or substantially verbatim recitation of a provision of this Indenture, such Notes or the Guarantees; (6) to release any Guarantee in accordance with the terms of this Indenture; (7) to evidence and provide for the acceptance and appointment under this Indenture of a successor trustee or security agent pursuant to the requirements thereof; (8) to the extent necessary to grant a Security Interest, provided, however, that the granting of such Security Interest is not prohibited by this Indenture, the Intercreditor Agreement or any Additional Intercreditor Agreement and Section 4.09 is complied with; (9) make any change to the extent permitted by the covenant described under Section 4.14; (10) to provide for the issuance of additional series of Notes in accordance with the limitations set forth in the indenture;this Indenture; or (e11) to provide for the acceptance of appointment by allow any Guarantor to execute a successor trustee supplemental indenture or facilitate the administration of the trusts under the indenture by more than one trustee; (f) reflect the release of the Company or the General Partnera joinder, as Guarantorsapplicable, in accordance with the provisions of this Indenture; (g) to secure the Notes; (h) to add Guarantors with respect to the Notes; or. (iii) For the avoidance of doubt, no amendment to conform or deletion of, or actions taken in compliance with, the text covenants described herein shall be deemed to impair or affect any rights of this Indenture, any Note Guarantee or the Holders of Notes to any provision receive payment of principal of, or premium, if any, or interest on, the Notes. (iii) In formulating its decision on such matters, the Trustee and the Security Agent shall be entitled to require and rely absolutely on such evidence as it deems appropriate, including an Opinion of Counsel and an Officer's Certificate on which the Trustee and the Security Agent may solely rely. (iv) The consent of the description thereof set forth Holders of Notes is not necessary under this Indenture to approve the particular form of any proposed amendment. It is sufficient if such consent approves the substance of the proposed amendment. A consent to any amendment or waiver under this Indenture by any Holder of Notes given in the Listing Particulars to the extent that connection with a tender of such provision in the Listing Particulars was intended to Xxxxxx's Notes will not be a verbatim recitation of a provision in this Indenture, rendered invalid by such Note Guarantee or the Notes tender. (as certified in an Officers’ Certificate). v) Upon the written request of the Issuer, accompanied and upon receipt by a copy the Trustee and the Security Agent of the resolutions of the Board of Directors certified by the General Partner’s Secretary or Assistant Secretary authorizing the execution of any supplemental indenturedocuments described in Section 7.02(b), the Trustee is hereby authorized to and the Security Agent will join with the Issuer and the Guarantors in the execution of any such amended or supplemental indenture, indenture or other document authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained and to accept the conveyance, transfer and assignment of any property thereundercontained, but neither the Trustee shall not nor the Security Agent will be obligated to, but may in its discretion, to enter into any such amended or supplemental indenture or other document that affects the Trustee’s its own rights, duties duties, protections, privileges, indemnities or immunities under this Indenture or otherwise. Any supplemental indenture authorized by Indenture. (vi) For so long as the provisions Notes are listed on Euronext Dublin and the rules of this Section 9.01 may be executed by the Issuersuch exchange so require, the Guarantors and the Trustee without the consent of the Holders Issuer will publish notice of any amendment, supplement and waiver in Ireland in a daily newspaper with general circulation in Ireland (which is expected to be the Irish Times). Such notice of any amendment, supplement and waiver may instead be published on the Notes at the time outstanding, notwithstanding any website of the provisions of Section 9.02Euronext Dublin (xxx.xxx.xx).

Without Consent of Holders of Notes. The IssuerNotwithstanding Section 9.02 of this Indenture, without the consent of any Holder of Notes, the Issuers, the Guarantors and the Trustee maymay amend or supplement this Indenture, from time to time, and at any time enter into an indenture or indentures supplemental without the consent of the Holders of the Notes hereto for one or more of the following purposesNote Guarantees: (a1) to cure any ambiguity, defect or inconsistency in this Indenture; provided that this action shall not adversely affect the interests of Holders of the Notes in any material respectinconsistency; (b2) to evidence a successor provide for uncertificated Notes in addition to the Issuer as obligor or the Company or the General Partner as Guarantors under this Indenturein place of certificated Notes; (c3) to provide for the assumption of the Issuers’ or any Guarantor’s obligations to Holders of Notes and Note Guarantees in the case of a merger or consolidation or sale of all or substantially all of the Issuer’s or such Guarantor’s assets; (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 interests of the Holders legal rights under this Indenture of any Notes then outstandingHolder; (d5) to provide for the issuance of additional Notes in accordance comply with the limitations set forth in the indentureSection 4.18 hereof; (e) to provide for the acceptance of appointment by a successor trustee or facilitate the administration of the trusts under the indenture by more than one trustee; (f) reflect the release of the Company or the General Partner, as Guarantors, in accordance with the provisions of this Indenture; (g) to secure the Notes; (h) to add Guarantors with respect to the Notes; or (i6) to conform the text of this Indenture, any the Notes, the Note Guarantee Guarantees or the Notes Security Documents to any provision of the description thereof set forth in “Description of Notes” section of the Listing Particulars Issuers’ Offering Memorandum dated April 10, 2012, relating to the initial offering of the Notes, to the extent that such provision in the Listing Particulars that “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Notes, the Note Guarantees or the Security Documents, which intent may be evidenced by an Officers’ Certificate to that effect; (7) to enter into additional or supplemental Security Documents; (8) to evidence and provide for the acceptance of appointment by a successor trustee; provided that the successor trustee is otherwise qualified and eligible to act as such under the terms of this Indenture; (9) to provide for the issuance of Additional Notes in accordance with the limitations in this Indenture, such ; (10) to allow any Guarantor to execute a supplemental indenture and / or Note Guarantee or with respect to the Notes Notes; or (as certified 11) to release Collateral in an Officers’ Certificate)accordance with the terms of the note documents. Upon the written request of the Issuer, Issuers accompanied by a copy resolution of the resolutions of the Holdings’ Board of Directors certified by the General Partner’s Secretary or Assistant Secretary authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee is hereby authorized to of the documents described in Section 7.02 hereof, the Trustee will join with the Issuer Issuers and the Guarantors in the execution of any such 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 and to accept the conveyance, transfer and assignment of any property thereundercontained, but the Trustee shall will not be obligated to, but may in its discretion, to enter into any such amended or supplemental indenture that affects the Trustee’s its own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed by the Issuer, 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. The Issuer(a) Notwithstanding Section 9.02 hereof, the Guarantors and the Trustee may, from time to time, and at any time enter into an indenture or indentures supplemental without the consent of any Holder of Notes, the Holders of Company, any Guarantor (with respect to a Note Guarantee or this Indenture) and the Trustee may amend or supplement this Indenture, the Notes hereto for one or more of the following purposesNote Guarantees: (ai) to cure any ambiguity, defect or inconsistency in this Indenture; provided that this action shall not adversely affect the interests of Holders of the Notes in any material respectinconsistency; (bii) to evidence a successor provide for uncertificated Notes in addition to the Issuer as obligor or the Company or the General Partner as Guarantors under this Indenturein place of certificated Notes; (ciii) to provide for the assumption of the Company’s obligations to Holders of Notes in the case of a merger or consolidation or sale of all or substantially all of the Company’s assets; (iv) to make any change that would provide any additional rights or benefits to the Holders of Notes or that does not adversely affect in any material respect the interests of the Holders legal rights under this Indenture of any Notes then outstandingsuch Holder; (d) to provide for the issuance of additional Notes in accordance with the limitations set forth in the indenture; (e) to provide for the acceptance of appointment by a successor trustee or facilitate the administration of the trusts under the indenture by more than one trustee; (f) reflect the release of the Company or the General Partner, as Guarantors, in accordance with the provisions of this Indenture; (g) to secure the Notes; (h) to add Guarantors with respect to the Notes; or (iv) to conform the text of this Indenture, any the Note Guarantee Guarantees or the Notes to any provision of the description thereof set forth “Description of Notes” contained in the Listing Particulars Offering Memorandum to the extent that such provision in the Listing Particulars “Description of Notes” was intended to be a verbatim recitation of a provision in of this Indenture, such the Note Guarantee Guarantees or the Notes (Notes, as certified in evidenced by an Officers’ Certificate). Upon ; (vi) to provide for the written request issuance of the Issuer, accompanied by a copy of the resolutions of the Board of Directors certified by the General Partner’s Secretary or Assistant Secretary authorizing the execution of any supplemental indenture, the Trustee is hereby authorized to join Additional Notes in accordance with the Issuer and limitations set forth in this Indenture as in effect on the Guarantors in the execution of date hereof; (vii) to allow any such supplemental indenture, Guarantor to make any further appropriate agreements and stipulations that may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to, but may in its discretion, enter into any execute a supplemental indenture that affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed by the Issuer, 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.and/or a Note Guarantee;

Without Consent of Holders of Notes. The IssuerNotwithstanding Section 9.02 of this Indenture, the Company, the Guarantors and the Trustee may, from time to time, and at any time enter into an indenture may amend or indentures supplemental supplement this Indenture or the Notes or the Note Guarantees without the consent of the Holders any Holder of the Notes hereto for one or more of the following purposesNote: (a1) to cure any ambiguity, defect or inconsistency inconsistency; (2) to provide for uncertificated Notes in this Indenture; provided that this action shall not adversely affect addition to or in place of certificated Notes; (3) to provide for the interests assumption of the Company’s or a Guarantor’s obligations to the Holders of the Notes in any material respect; (b) to evidence and Note Guarantees by a successor to the Issuer as obligor or the Company or the General Partner as Guarantors under this Indenturesuch Guarantor pursuant to Article 5 or Article 10 hereof; (c4) 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 interests of the Holders legal rights hereunder of any Notes then outstandingHolder; (d5) to provide for comply with requirements of the issuance SEC in order to effect or maintain the qualification of additional Notes in accordance with this Indenture under the limitations set forth in the indentureTIA; (e) to provide for the acceptance of appointment by a successor trustee or facilitate the administration of the trusts under the indenture by more than one trustee; (f) reflect the release of the Company or the General Partner, as Guarantors, in accordance with the provisions of this Indenture; (g) to secure the Notes; (h) to add Guarantors with respect to the Notes; or (i6) to conform the text of this Indenture, any Note Guarantee Indenture or the Notes to any provision of the description thereof set forth in “Description of Notes” section of the Listing Particulars Company’s Offering Circular dated March 16, 2006, relating to the initial offering of the Notes, to the extent that such provision in the Listing Particulars that “Description of Notes” was intended to be a verbatim recitation of a provision in of this Indenture, such the Note Guarantees or the Notes; (7) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereof; (8) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes; or (9) to provide for the appointment of a Canadian co-trustee if required to qualify the Exchange Notes under a prospectus for purposes of applicable Canadian law and to make any consequential amendments to the Indenture that may be necessary or desirable to give effect to such appointment, including without limitation, adding to or changing any of the Notes (provisions of this Indenture for the benefit of such Canadian co-trustee or as certified in an Officers’ Certificate)may be necessary or desirable to provide for and facilitate the administration of the trusts hereunder by two trustees. Upon the written request of the Issuer, Company accompanied by a copy resolution of the resolutions of the its Board of Directors certified by the General Partner’s Secretary or Assistant Secretary authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee is hereby authorized to of the documents described in Section 7.02 hereof, the Trustee will join with the Issuer Company and SF\552388.8 the Guarantors in the execution of any such 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 and to accept the conveyance, transfer and assignment of any property thereundercontained, but the Trustee shall will not be obligated to, but may in its discretion, to enter into any such amended or supplemental indenture that affects the Trustee’s its own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed by the Issuer, 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. The IssuerNotwithstanding Section 9.02 of this Indenture, without the consent of any Holder of Notes, the Issuers, the Subsidiary Guarantors and the Trustee maymay amend or supplement this Indenture, from time the Notes or the Note Guarantees: (1) to timecure any ambiguity, defect, omission or inconsistency in this Indenture or the Notes; (2) to provide for the assumption of the Issuers’ or a Subsidiary Guarantor’s obligations to Holders of the Notes and at the Note Guarantees in the case of a merger or consolidation or sale of all or substantially all of the Issuers’ or such Subsidiary Guarantor’s assets to comply with Article 5 or Section 10.04; (3) to comply with any time enter into 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 indenture appointment by a successor Trustee; (5) to provide for uncertificated Notes in addition to or indentures supplemental without in place of certificated Notes; provided that the consent 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 hereto for one or more of to surrender any right or power conferred upon the following purposes: (a) to cure Issuers or any ambiguity, defect or inconsistency in this Indenture; provided that this action shall not adversely affect the interests of Holders of the Notes in any material respectSubsidiary Guarantor; (b) to evidence a successor to the Issuer as obligor or the Company or the General Partner as Guarantors under this Indenture; (c) to make any change that does not adversely affect the interests of the Holders of any Notes then outstanding; (d) 8) to provide for the issuance of additional Additional Notes in accordance with the limitations set forth in the indenture; (e) to provide for the acceptance of appointment by a successor trustee or facilitate the administration of the trusts under the indenture by more than one trustee; (f) reflect the release of the Company or the General Partner, as Guarantors, in accordance with the provisions terms of this Indenture; (g) to secure the Notes; (h) to add Guarantors with respect to the Notes; or (i9) to conform the text of this Indenture, any Note Guarantee the Notes or the Notes Note Guarantees to any provision of the description thereof set forth in “Description of the Listing Particulars Notes” section of the Offering Memorandum to the extent that such provision in the Listing Particulars “Description of the Notes” section of the Offering Memorandum was intended to be a verbatim recitation of a provision in this Indenture, such Note Guarantee 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 under this Indenture of any Holder; or (12) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes; provided, however, that (a) compliance with this Indenture as certified so amended would not result in an Officers’ Certificate)Notes being transferred in violation of the Securities Act, or any other applicable securities law and (b) such amendment does not materially and adversely affect the rights of Holders to transfer Notes. Upon the written request of the Issuer, Issuers accompanied by a copy of the resolutions of the Board of Directors certified by the General Partner’s Secretary or Assistant Secretary Resolution authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee is hereby authorized to of the documents described in Sections 7.02 and 9.06 hereof, the Trustee shall join with the Issuer Issuers and the Subsidiary Guarantors in the execution of any such 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 and to accept the conveyance, transfer and assignment of any property thereundercontained, but the Trustee shall not be obligated to, but may in its discretion, to enter into any such amended or supplemental indenture that affects the Trustee’s its own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed by the Issuer, 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. The IssuerNotwithstanding Section 9.02 of this Indenture, the Company, the Guarantors and the Trustee may, from time to time, and at any time enter into an indenture may amend or indentures supplemental supplement this Indenture or the Notes or the Note Guarantees without the consent of the Holders any Holder of the Notes hereto for one or more of the following purposesNote: (a) to cure any ambiguity, defect or inconsistency in this Indenture; provided that this action shall not adversely affect the interests of Holders of the Notes in any material respectinconsistency; (b) to evidence a successor provide for uncertificated Notes in addition to the Issuer as obligor or the Company or the General Partner as Guarantors under this Indenturein place of certificated Notes; (c) to provide for the assumption of the Company's or a Guarantor's obligations to the Holders of the Notes and Note Guarantees by a successor to the Company or such Guarantor pursuant to Article 5 hereof; (d) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the interests of the Holders legal rights hereunder of any Notes then outstanding; (d) to provide for the issuance of additional Notes in accordance with the limitations set forth in the indenturesuch Holder; (e) to provide for the acceptance of appointment by a successor trustee or facilitate the administration comply with requirements of the trusts SEC in order to effect or maintain the qualification of this Indenture under the indenture by more than one trusteeTIA; (f) reflect the release of the Company or the General Partner, as Guarantors, in accordance to allow any Guarantor to execute a supplemental indenture and /or a Note Guarantee with the provisions of this Indenture; (g) respect to secure the Notes; (h) to add Guarantors with respect to the Notes; or (ig) to conform the text of this Indenture, any Note Guarantee or the Notes Indenture to any provision of the description thereof set forth in "Description of Notes" section of the Listing Particulars Offering Memorandum, to the extent that such provision in the Listing Particulars that "Description of Notes" was intended to be a verbatim recitation of a provision of this Indenture or the Notes; (h) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereof; (i) provide for the issuance of Additional Notes under this Indenture to the extent otherwise so permitted under the terms of this Indenture, such Note Guarantee or ; or (j) evidence and provide for the Notes (as certified in an Officers’ Certificate)acceptance of appointment by a successor Trustee. 102 Upon the written request of the Issuer, Company accompanied by a copy resolution of the resolutions of the its Board of Directors certified by the General Partner’s Secretary or Assistant Secretary authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee is hereby authorized to of the documents described in Section 7.02 hereof, the Trustee will join with the Issuer Company and the Guarantors in the execution of any such 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 and to accept the conveyance, transfer and assignment of any property thereundercontained, but the Trustee shall will not be obligated to, but may in its discretion, to enter into any such amended or supplemental indenture that affects the Trustee’s its own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed by the Issuer, 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. The IssuerNotwithstanding Section 9.02 of this Indenture, the Guarantors Company and the Trustee maymay amend or supplement this Indenture, from time to time, and at any time enter into an indenture the Notes or indentures supplemental the Guarantees without the consent of the Holders of the Notes hereto for one or more of the following purposesany Holder to: (a) to cure any ambiguity, omission, defect or inconsistency in this Indenture; provided any manner that this action shall is not adversely affect the interests of Holders of the Notes adverse in any material respectrespect to any Holder of the Notes; (b) provide for the assumption by a Surviving Person of the obligations of the Parent or a Restricted Subsidiary under this Indenture, the Notes and the Guarantees; (c) provide for uncertificated Notes in addition to evidence or in place of certificated Notes (provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, or in a successor manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code); (d) add additional Guarantees or additional obligors with respect to the Issuer Notes or release, terminate or discharge Guarantors from Guarantees as obligor or permitted by the Company or the General Partner as Guarantors under terms of this Indenture; (ce) secure the Notes; (f) add to the covenants of the Parent and the Company for the benefit of the Holders or to surrender any right or power conferred upon the Parent or the Company; (g) make any change that does not adversely affect the interests of the Holders legal rights hereunder of any Notes then outstanding; (d) to provide for the issuance Holder of additional Notes in accordance with the limitations set forth in the indenture; (e) to provide for the acceptance of appointment by a successor trustee or facilitate the administration of the trusts under the indenture by more than one trustee; (f) reflect the release of the Company or the General Partner, as Guarantors, in accordance with the provisions of this Indenture; (g) to secure the Notes; (h) to add Guarantors comply with respect to any requirement of the NotesCommission in connection with the qualification of this Indenture under the TIA; or (i) to add a co-issuer of the Notes as contemplated under Section 5.01(a)(i); (j) provide for the issuance of Additional Notes in accordance with this Indenture; or (k) conform the text of this Indenture, any Note Guarantee Indenture or the Notes to any provision of the description thereof set forth in “Description of the Listing Particulars Notes” section of the offering memorandum, dated as of March 30, 2004, relating to the sale of the Initial Notes, to the extent that such provision in the Listing Particulars was intended to be a verbatim recitation of a provision in this Indenture, such Note Guarantee or the Notes (as certified in an Officers’ Certificate). Upon the written request of the Issuer, accompanied by a copy of the resolutions of the Board of Directors certified by the General Partner’s Secretary or Assistant Secretary authorizing the execution of any supplemental indenture, the Trustee is hereby authorized to join with the Issuer and the Guarantors in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental indenture that affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed by the Issuer, 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 9.02Notes.

Without Consent of Holders of Notes. The IssuerNotwithstanding Section 9.02 of this Indenture, without the consent of any Holder of Notes, the Company, the Guarantors and the Trustee maymay amend or supplement this Indenture, from time to time, and at any time enter into an indenture or indentures supplemental without the consent of the Holders of the Notes hereto for one or more of the following purposesGuarantees: (a) to cure any ambiguity, defect omission, mistake, defect, error or inconsistency in this Indenture; provided that this action shall not adversely affect the interests of Holders of the Notes in any material respectinconsistency; (b) to evidence a successor provide for uncertificated Notes or Guarantees in addition to the Issuer as obligor or the Company in place of certificated Notes or the General Partner as Guarantors under this IndentureGuarantees; (c) to provide for the assumption of the obligations of the Company or any Guarantor to Holders of the Notes in the case of a merger, amalgamation, consolidation or sale of all or substantially all of the Company’s assets or such Guarantor’s assets, as applicable; (d) to make any change that would provide any additional rights or benefits to the Holders of Notes or that does not adversely affect the interests of the Holders rights hereunder of any Notes then outstanding; (d) to provide for the issuance of additional Notes such Holder in accordance with the limitations set forth in the indentureany material respect; (e) to provide for the acceptance issuance of appointment by a successor trustee or facilitate Additional Notes in accordance with the administration of the trusts under the indenture by more than one trusteeprovisions set forth in this Indenture; (f) reflect to provide for the release issuance of the Company or the General Partnerexchange notes, as Guarantors, in accordance with the provisions of this Indentureif applicable; (g) to evidence and provide for the acceptance of an appointment of a successor Xxxxxxx; (h) to add Guarantees with respect to the Notes or to add covenants; (i) to conform this Indenture or the Notes to any such provision of the “Description of Notes” section of the Offering Memorandum; (j) to comply with requirements of the SEC in order to effect or maintain, to the extent this Indenture is qualified under the TIA, the qualification of this Indenture under the TIA; (k) to secure the Notes; (hl) to add Guarantors with respect release a Guarantor upon its sale or designation as an Unrestricted Subsidiary or other permitted release from its Guarantee; (m) to reduce the minimum denominations of the Notes; orand (n) 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; provided however, that (i) to conform the text of compliance with this Indenture, any Note Guarantee or the Indenture as so amended would not result in Notes to any provision being transferred in violation of the description thereof set forth Securities Act or any other applicable securities law and (ii) such amendment does not adversely affect the rights of holders to transfer Notes in the Listing Particulars to the extent that such provision in the Listing Particulars was intended to be a verbatim recitation of a provision in this Indenture, such Note Guarantee or the Notes (as certified in an Officers’ Certificate)any material respect. Upon the written request of the Issuer, accompanied Company and upon receipt by a copy the Trustee of the resolutions of documents described in Section 7.02 hereof, and except as provided in the Board of Directors certified by the General Partner’s Secretary or Assistant Secretary authorizing the execution of any supplemental indenturefollowing sentence, the Trustee is hereby authorized to will join with the Issuer Company and the Guarantors in the execution of any such 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 and to accept the conveyance, transfer and assignment of any property thereundercontained, but the Trustee shall will not be obligated to, but may in its discretion, to enter into any such amended or supplemental indenture that affects the Trustee’s its own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized Notwithstanding the foregoing, no Opinion of Counsel shall be required in connection with the addition of a Guarantor under this Indenture upon execution and delivery by the provisions of this Section 9.01 may be executed by the Issuer, the Guarantors such Guarantor and the Trustee without of a supplemental indenture to this Indenture, the consent form of the Holders which is attached as Exhibit F hereto and delivery of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 9.02an Officer’s Certificate.

Without Consent of Holders of Notes. The IssuerNotwithstanding Section 9.02 of this Indenture, the Guarantors Company and the Trustee may, from time to time, and at any time enter into an indenture may amend or indentures supplemental supplement this Indenture or the Notes of one or more Series without the consent of the Holders any Holder of the Notes hereto for one or more of the following purposesa Note: (a) 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, defect or inconsistency to conform the provisions of this Indenture to the description of the Notes contained in this Indenture; provided the prospectus or other offering document pursuant to which the Notes of one or more Series were sold, as evidenced by an Officer’s Certificate stating that this action shall such text constitutes an unintended conflict with the description of the corresponding provision in the offering document; (b) to provide for uncertificated Notes in addition to or in place of certificated Notes; (c) to provide for the assumption of the Company’s obligations to the Holders of the Notes by a successor to the Company pursuant to Article 5 hereof; (d) to make any change that would provide any additional rights or benefits to the Holders of all or any Series of Notes or that does not adversely affect the interests rights hereunder of Holders of the Notes any Holder in any material respect; (be) to evidence a successor comply with requirements of the SEC in order to effect or maintain the Issuer as obligor or qualification of this Indenture under the Company or the General Partner as Guarantors under this IndentureTIA; (c) to make any change that does not adversely affect the interests of the Holders of any Notes then outstanding; (df) to provide for the issuance of additional and establish the form and terms and conditions of Notes in accordance with the limitations set forth in the indenture; (e) to provide for the acceptance of appointment any Series as permitted by a successor trustee or facilitate the administration of the trusts under the indenture by more than one trustee; (f) reflect the release of the Company or the General Partner, as Guarantors, in accordance with the provisions of this Indenture; (g) to secure add guarantees with respect to the Notes;Notes of any Series or to provide security for the Notes of any Series; or (h) to add Guarantors evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Notes; or (i) Notes of one or more Series and to conform add to or change any of the text provisions of this Indenture, any Note Guarantee Indenture as shall be necessary to provide for or facilitate the Notes to any provision administration of the description thereof set forth in the Listing Particulars to the extent that such provision in the Listing Particulars was intended to be a verbatim recitation of a provision in this Indenture, such Note Guarantee or the Notes (as certified in an Officers’ Certificate)trusts hereunder by more than one Trustee. Upon the written request of the Issuer, Company accompanied by a copy of the resolutions of the Board of Directors certified by the General Partner’s Secretary or Assistant Secretary Resolution authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee is hereby authorized to of the documents described in Section 7.02 hereof, the Trustee will join with the Issuer and the Guarantors Company in the execution of any such 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 and to accept the conveyance, transfer and assignment of any property thereundercontained, but the Trustee shall will not be obligated to, but may in its discretion, to enter into any such amended or supplemental indenture that affects the Trustee’s its own rights, duties duties, privileges, indemnities, or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed by the Issuer, 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. The IssuerNotwithstanding Section 9.02 of this Indenture, the Guarantors and the Trustee may, from time to time, and at any time enter into an indenture or indentures supplemental without the consent of any holder of Notes, the Holders of Issuer or any Guarantor and the Trustee, as applicable, may amend or supplement this Indenture, the Notes hereto for one or more of the following purposesNote Guarantees: (a) to cure any ambiguity, defect or inconsistency inconsistency; (b) to provide for uncertificated Notes in this Indenture; addition to or in place of certificated Notes (provided that this action shall such uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code); (c) to provide for the assumption of the Issuer’s or a Guarantor’s obligations to holders of Notes and Note Guarantees in the case of a merger, transformation or consolidation or sale of all or substantially all of the Issuer’s or such Guarantor’s assets, as applicable; (d) to make any change that would provide any additional rights or benefits to the Trustee or to the holders of Notes or that does not adversely affect the interests legal rights under this Indenture of Holders of the Notes any such holder in any material respect; (b) to evidence a successor to the Issuer as obligor or the Company or the General Partner as Guarantors under this Indenture; (c) to make any change that does not adversely affect the interests of the Holders of any Notes then outstanding; (d) to provide for the issuance of additional Notes in accordance with the limitations set forth in the indenture; (e) to provide for the acceptance of appointment by a successor trustee or facilitate the administration of the trusts under the indenture by more than one trustee; (f) reflect the release of the Company or the General Partner, as Guarantors, in accordance with the provisions of this Indenture; (g) to secure the Notes; (h) to add Guarantors with respect to the Notes; or (i) to conform the text of this Indenture, any Note Guarantee the Notes or the Notes Note Guarantees to any provision of the description thereof set forth in section of the Listing Particulars Offering Memorandum entitled “Description of the Notes” to the extent that such provision in the Listing Particulars this description was intended to be a verbatim recitation of a provision in of this Indenture, such the Notes or the Note Guarantees, which intent shall be evidenced by an Officer’s Certificate to that effect; (f) to release any Note Guarantee in accordance with the terms of this Indenture; (g) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the Issue Date; (h) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes; (i) to evidence and provide the acceptance of the appointment of a successor Trustee; or (j) to add security to or for the benefit of the Notes (and enter into a Pari Passu Intercreditor Agreement with respect thereto, or to effectuate or confirm and evidence the release, termination, discharge or retaking of any Guarantee or Lien or any amendment in respect thereof with respect to or securing the Notes when such release, termination, discharge or retaking or amendment is provided for under this Indenture or a Pari Passu Intercreditor Agreement. In formulating its opinion on such matters, the Trustee shall be entitled to request and rely absolutely on such evidence as certified in it deems appropriate, including an Officers’ Certificate)Opinion of Counsel and an Officer’s Certificate on which the Trustee may solely rely. The consent of the holders of Notes is not necessary under this Indenture to approve the particular form of any proposed amendment. It is sufficient if such consent approves the substance of the proposed amendment. Upon the written request of the Issuer, accompanied and upon receipt by a copy the Trustee of the resolutions of the Board of Directors certified by the General Partner’s Secretary or Assistant Secretary authorizing the execution of any supplemental indenturedocuments described in Section 7.02(b), the Trustee is hereby authorized to will join with the Issuer and the Guarantors in the execution of any such amended or supplemental indenture, indenture or other document authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained and to accept the conveyance, transfer and assignment of any property thereundercontained, but the Trustee shall will not be obligated to, but may in its discretion, to enter into any such amended or supplemental indenture or other document that affects the Trustee’s its own rights, duties or immunities under this Indenture or otherwiseIndenture. Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed by In addition, the Issuer, the Guarantors Trustee and the Trustee Restricted Subsidiary being added as a Guarantor under this Indenture may supplement this Indenture to add a guarantor under this Indenture without the notice to or consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 9.02Holder.

Without Consent of Holders of Notes. The Issuer(a) Notwithstanding Section 9.02, with respect to the Notes, the Guarantors Company, the Guarantors, and the Trustee maymay amend or supplement this Indenture, from time to time, and at any time enter into an indenture the Notes or indentures supplemental the Note Guarantees without the consent of the Holders any Holder of the Notes hereto for one or more of the following purposesa Note: (ai) to cure any ambiguity, defect or inconsistency in this Indenture; provided that this action shall not adversely affect the interests of Holders of the Notes in any material respectinconsistency; (bii) to evidence a successor provide for uncertificated Notes in addition to the Issuer as obligor or the Company or the General Partner as Guarantors under this Indenturein place of certificated Notes; (ciii) to provide for the assumption of any of the Company's or Guarantor's obligations to Holders of Notes in the case of a merger or consolidation or sale of all or substantially all of such the Company's or Guarantor's assets; (iv) to make any change that would provide any additional rights or benefits to the Holders of Notes or that does not materially adversely affect the interests of the Holders legal rights under this Indenture of any Notes then outstandingsuch Holder; (dv) to provide for comply with requirements of the issuance Commission in order to effect or maintain the qualification of additional Notes in accordance with this Indenture under the limitations set forth in the indentureTIA; (evi) to comply with Section 4.18; (vii) to evidence and provide for the acceptance of appointment by a successor trustee or facilitate the administration of the trusts under the indenture by more than one trusteeTrustee; (fviii) reflect to provide for the release issuance of the Company or the General Partner, as Guarantors, Additional Notes in accordance with the provisions of this Indenture; (g) to secure the Notes; (h) to add Guarantors with respect to the Notes; or (iix) to conform the text of this Indenture, any Note Guarantee Indenture or the Notes to any provision of the description thereof set forth in section of the Listing Particulars Offering Memorandum entitled “Description of Notes” to the extent that such provision in this Indenture or the Listing Particulars Notes was intended to be a verbatim recitation conform to the text of a provision in this Indenture, such Note Guarantee or the Notes (as certified in an Officers’ Certificate)“Description of Notes”. Upon the written request of the Issuer, Company accompanied by a copy of the resolutions of the its Board of Directors certified by the General Partner’s Secretary or Assistant Secretary authorizing the execution of any such amended or supplemental indentureIndenture, and upon receipt by the Trustee of any documents requested under Section 7.02(b) hereof, the Trustee is hereby authorized to shall join with the Issuer and the Guarantors Company in the execution of any such 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 and to accept the conveyance, transfer and assignment of any property thereundercontained, but the Trustee shall not be obligated to, but may in its discretion, to enter into any such amended or supplemental indenture Indenture that affects the Trustee’s its own rights, duties duties, protections, privileges, indemnities or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed by the Issuer, 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. The IssuerNotwithstanding Section 9.02 of this Indenture, without the consent of any Holder of Notes, the Issuers, the Subsidiary Guarantors and the Trustee maymay amend or supplement this Indenture, from time the Notes or the Note Guarantees: (1) to timecure any ambiguity, defect, omission or inconsistency in this Indenture or the Notes; (2) to provide for the assumption of the Issuers’ or a Subsidiary Guarantor’s obligations to Holders of the Notes and at the Note Guarantees in the case of a merger or consolidation or sale of all or substantially all of the Issuers’ or such Subsidiary Guarantor’s assets to comply with Article 5 or Section 10.04; (3) to comply with any time enter into 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 indenture appointment by a successor Trustee; (5) to provide for uncertificated Notes in addition to or indentures supplemental without in place of certificated Notes; provided that the consent 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 hereto for one or more of to surrender any right or power conferred upon the following purposes: (a) to cure Issuers or any ambiguity, defect or inconsistency in this Indenture; provided that this action shall not adversely affect the interests of Holders of the Notes in any material respectSubsidiary Guarantor; (b) to evidence a successor to the Issuer as obligor or the Company or the General Partner as Guarantors under this Indenture; (c) to make any change that does not adversely affect the interests of the Holders of any Notes then outstanding; (d) 8) to provide for the issuance of additional Additional Notes in accordance with the limitations set forth in the indenture; (e) to provide for the acceptance of appointment by a successor trustee or facilitate the administration of the trusts under the indenture by more than one trustee; (f) reflect the release of the Company or the General Partner, as Guarantors, in accordance with the provisions terms of this Indenture; (g) to secure the Notes; (h) to add Guarantors with respect to the Notes; or (i9) to conform the text of this Indenture, any Note Guarantee the Notes or the Notes Note Guarantees to any provision of the description thereof set forth in “Description of the Listing Particulars Notes” section of the Offering Memorandum to the extent that such provision in the Listing Particulars “Description of the Notes” section of the Offering Memorandum was intended to be a verbatim recitation of a provision in this Indenture, such Note Guarantee 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 under this Indenture of any Holder; or (12) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes; provided, however, that (a) compliance with this Indenture as certified so amended would not result in an Officers’ Certificate)Notes being transferred in violation of the Securities Act, or any other applicable securities law and (b) such amendment does not materially and adversely affect the rights of Holders to transfer Notes. Upon the written request of the Issuer, Issuers accompanied by a copy of the resolutions of the Board of Directors certified by the General Partner’s Secretary or Assistant Secretary Resolution authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee is hereby authorized to of the documents described in Sections 7.02 and 9.05 hereof, the Trustee shall join with the Issuer Issuers and the Subsidiary Guarantors in the execution of any such 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 and to accept the conveyance, transfer and assignment of any property thereundercontained, but the Trustee shall not be obligated to, but may in its discretion, to enter into any such amended or supplemental indenture that affects the Trustee’s its own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed by the Issuer, 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. The Notwithstanding Section 9.02 of this Indenture, the Issuer, the Guarantors Company, the Subsidiary Guarantors, if any, and the Trustee maymay amend or supplement this Indenture, from time to timethe Parent Guarantee, and at any time enter into an indenture the applicable Subsidiary Guarantee, if any, or indentures supplemental the Notes without the consent of the Holders any Holder of the Notes hereto for one or more of the following purposesa Note: (a1) to cure any ambiguity, defect defect, omission or inconsistency inconsistency; (2) to provide for uncertificated Notes in this Indenture; provided addition to or in place of certificated Notes or to alter the provisions of Article 2 hereof (including the related definitions) in a manner that this action shall does not materially adversely affect any Holder; (3) to provide for the interests assumption of the Issuer’s, the Company’s or the Subsidiary Guarantors’, if any, obligations to the Holders of the Notes in any material respect; (b) to evidence Notes, the Parent Guarantee or Subsidiary Guarantees, if any, by a successor to the Issuer as obligor or Issuer, the Company or the General Partner as Guarantors under this Indenturesuch Subsidiary Guarantor, if any, pursuant to Article 5 or Article 10 hereof; (c4) 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 interests legal rights under this Indenture of any Holder of the Holders of any Notes then outstandingNotes; (d5) to provide for the issuance of additional Additional Notes in accordance with the limitations set forth in this Indenture as of the indenturedate hereof; (e6) to provide for conform the acceptance text of appointment by a successor trustee this Indenture or facilitate the administration Notes to any provision of the trusts under “Description of Notes” section of the indenture by more than one trusteeOffering Memorandum to the extent that such provision in this Indenture was intended (as certified in the applicable Officer’s Certificate delivered to the Trustee) to be a verbatim recitation of a provision of the “Description of Notes”; (f7) reflect to allow the release of the Company or the General Partner, as Subsidiary Guarantors, in accordance with the provisions of this Indenture; (g) if any, to secure the Notes; (h) to add Guarantors execute a supplemental indenture and/or a Subsidiary Guarantee with respect to the Notes; or (i) 8) to conform evidence and provide for the text acceptance and appointment under this Indenture of this Indenture, any Note Guarantee or the Notes to any provision of the description thereof set forth in the Listing Particulars a successor Trustee pursuant to the extent that such provision in the Listing Particulars was intended to be a verbatim recitation of a provision in this Indenture, such Note Guarantee or the Notes (as certified in an Officers’ Certificate)requirements hereof. Upon the written request of the Issuer, Company accompanied by a copy resolution of the resolutions of the its Board of Directors certified by the General Partner’s Secretary or Assistant Secretary authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee is hereby authorized to of the documents described in Sections 7.02 and 12.04 hereof, the Trustee will join with the Issuer Issuer, the Company and the Guarantors Subsidiary Guarantors, if any, in the execution of any such 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 and to accept the conveyance, transfer and assignment of any property thereundercontained, but the Trustee shall will not be obligated to, but may in its discretion, to enter into any such amended or supplemental indenture that affects the Trustee’s its own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed by the Issuer, 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. The IssuerNotwithstanding Section 9.02 of this Indenture, without notice to or the consent of any Holder of Notes, the REIT, the Issuers, the Guarantors and the Trustee maymay amend or supplement this Indenture, from time the Notes or the Note Guarantees: (1) to timecure any ambiguity, defect, omission or inconsistency in this Indenture or the Notes or Note Guarantees; (2) to provide for the assumption of the REIT’s obligations to Holders of the Notes and at the Note Guarantees by its successor, or to provide for the assumption of any time enter into Issuer’s or any Subsidiary Guarantor’s obligations to Holders of the Notes and the Note Guarantees in the case of a merger or consolidation or sale of all or substantially all of any Issuer’s or such Subsidiary Guarantor’s assets in compliance with Article 5 hereof; (3) to evidence and provide for the acceptance of an indenture appointment by a successor Trustee; (4) to provide for any Guarantee of the Notes, to secure the Notes or indentures supplemental without to confirm and evidence the consent release, termination or discharge of any Guarantee of or Lien securing the Notes when such release, termination or discharge is permitted by this Indenture; (5) to add to the covenants of the REIT, any Issuer or any Guarantor for the benefit of the Holders of the Notes hereto or to surrender any right or power conferred upon the REIT, any Issuer or any Guarantor; (6) to provide for one the issuance of Additional Notes and related Note Guarantees in accordance with the terms of this Indenture; (7) to conform the text of this Indenture, the Notes or more the Note Guarantees to any provision of the following purposes:“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 substantially verbatim recitation of a provision of this Indenture, the Notes or the Note Guarantees, as set forth in an Officers’ Certificate of the Operating Partnership; (a) 8) to cure make any ambiguity, defect change that would provide any additional rights or inconsistency in this Indenture; provided benefits to the Holders of the Notes or that this action shall does not adversely affect the interests legal rights under this Indenture of Holders of the Notes any Holder in any material respect; (b) to evidence a successor to the Issuer as obligor or the Company or the General Partner as Guarantors under this Indenture; (c9) to make any change amendment to the provisions of this Indenture relating to the transfer and legending of Notes; provided, however, that (a) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act, or any other applicable securities law and (b) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (10) 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; (11) 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 in any Notes then outstandingmaterial respect; (d12) to provide for the issuance of additional Notes in accordance with the limitations set forth a reduction in the indenture; (e) to provide for the acceptance minimum denominations of appointment by a successor trustee or facilitate the administration of the trusts under the indenture by more than one trustee; (f) reflect the release of the Company or the General Partner, as Guarantors, in accordance with the provisions of this Indenture; (g) to secure the Notes; (h) to add Guarantors with respect to the Notes; or (i13) to conform comply with the text rules of this Indenture, any Note Guarantee or the Notes to any provision of the description thereof set forth in the Listing Particulars to the extent that such provision in the Listing Particulars was intended to be a verbatim recitation of a provision in this Indenture, such Note Guarantee or the Notes (as certified in an Officers’ Certificate)applicable securities depositary. Upon the written request of the Issuer, accompanied Operating Partnership and upon receipt by a copy the Trustee of the resolutions of the Board of Directors certified by the General Partner’s Secretary or Assistant Secretary authorizing the execution of any supplemental indenturedocuments described in Sections 7.02 and 9.05 hereof, the Trustee is hereby authorized to will join with the Issuer REIT, the Issuers and the Guarantors in the execution of any such 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 and to accept the conveyance, transfer and assignment of any property thereundercontained, but the Trustee shall will not be obligated to, but may in its discretion, to enter into any such amended or supplemental indenture that affects the Trustee’s its own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed by the Issuer, 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. The IssuerNotwithstanding Section 10.02 of this Indenture, without the consent of any Holder of Notes, the Company, the Guarantors and the Trustee maymay amend or supplement this Indenture, from time to timethe Security Documents, and at any time enter into an indenture or indentures supplemental without the consent of the Holders of the Notes hereto for one or more of the following purposesNote Guarantees: (a1) to cure any ambiguity, defect or inconsistency in this Indenture; provided that this action shall not adversely affect the interests of Holders of the Notes in any material respectinconsistency; (b2) to evidence 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 and Note Guarantees by a successor to the Issuer as obligor or the Company or the General Partner as Guarantors under this Indenturesuch Guarantor pursuant to Article 6 hereof; (c4) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the interests of the Holders legal rights hereunder of any Notes then outstandingHolder; (d5) to provide for comply with requirements of the issuance SEC in order to effect or maintain the qualification of additional Notes in accordance with this Indenture under the limitations set forth in the indentureTIA; (e) to provide for the acceptance of appointment by a successor trustee or facilitate the administration of the trusts under the indenture by more than one trustee; (f) reflect the release of the Company or the General Partner, as Guarantors, in accordance with the provisions of this Indenture; (g) to secure the Notes; (h) to add Guarantors with respect to the Notes; or (i6) to conform the text of this Indenture, any Note Guarantee the Security Documents, the Notes or the Notes Note Guarantees to any provision of the description thereof set forth in “Description of the Listing Particulars Notes” section of the Company’s Offering Memorandum dated March 16, 2016, relating to the initial offering of the Notes, to the extent that such provision in that “Description of the Listing Particulars Notes” was intended to be a verbatim recitation of a provision in of this Indenture, such Note Guarantee the Security Documents, the Notes or the Notes (as certified in Note Guarantees, which intent may be evidenced by an Officers’ Certificate). Upon the written request of the Issuer, accompanied by a copy of the resolutions of the Board of Directors certified by the General Partner’s Secretary or Assistant Secretary authorizing the execution of any supplemental indenture, the Trustee is hereby authorized Certificate to join with the Issuer and the Guarantors in the execution of any such supplemental indenture, that effect; (7) to make any further appropriate agreements and stipulations that may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to, but may in its discretion, enter into additional or supplemental Security Documents; (8) to make, complete or confirm any supplemental indenture that affects the Trustee’s own rights, duties grant of Collateral permitted or immunities under required by this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed by the Issuer, the Guarantors and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding Security Documents or any release of Collateral that becomes effective as set forth in this Indenture or any of the provisions of Section 9.02.Security Documents;

Without Consent of Holders of Notes. The IssuerNotwithstanding Section 9.02 of this Indenture, without the consent of any Holder of Securities, the Company, the Guarantors and the Trustee maymay amend or supplement this Indenture, from time to time, and at any time enter into an indenture the Securities or indentures supplemental without the consent of the Holders of the Notes hereto for one or more of the following purposesSubsidiary Guarantees: (a1) to cure any ambiguity, mistake, defect or inconsistency in this Indenture; provided that this action shall not adversely affect the interests of Holders of the Notes in any material respectinconsistency; (b2) to evidence a successor provide for uncertificated Securities in addition to or in place of certificated Securities (provided, that the Issuer as obligor or uncertificated Securities are issued in registered form for purposes of Section 163(f) of the Company or the General Partner as Guarantors under this IndentureCode); (c3) to provide for the assumption of the Company’s Obligations to Holders of Securities in the case of a merger or consolidation or sale of all or substantially all of the Company’s assets; (4) to make any change that would provide any additional rights or benefits to the Holders of the Securities or that does not adversely affect the interests of the Holders legal rights under this Indenture of any Notes then outstandingsuch Holder; (d5) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; (6) to conform the text of this Indenture or the Notes to any provision of the “Description of the Notes” section of the Offering Memorandum, relating to the initial offering of the Notes; (7) to evidence and provide for the acceptance and appointment under this Indenture of a successor trustee pursuant to the requirements hereof; (8) to provide for the issuance of additional Additional Notes and Additional Securities in accordance with the limitations set forth in this Indenture as of the indenture;date hereof; or (e9) to provide for the acceptance of appointment by allow any Guarantor to execute a successor trustee or facilitate the administration of the trusts under the supplemental indenture by more than one trustee; (f) reflect the release of the Company or the General Partner, as Guarantors, in accordance with the provisions of this Indenture; (g) to secure the Notes; (h) to add Guarantors and/or a Subsidiary Guarantee with respect to the Notes; or (i) to conform the text of this Indenture, any Note Guarantee or the Notes to any provision of the description thereof set forth in the Listing Particulars to the extent that such provision in the Listing Particulars was intended to be a verbatim recitation of a provision in this Indenture, such Note Guarantee or the Notes (as certified in an Officers’ Certificate)Securities. Upon the written request of the Issuer, Company accompanied by a copy of the resolutions of the Board of Directors certified by the General Partner’s Secretary or Assistant Secretary Resolution authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee is hereby authorized to of the documents described in Section 7.02 hereof, the Trustee shall join with the Issuer Company and the Guarantors in the execution of any such 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 and to accept the conveyance, transfer and assignment of any property thereundercontained, but the Trustee shall not be obligated to, but may in its discretion, to enter into any such amended or supplemental indenture that affects the Trustee’s its own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed by the Issuer, 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. The IssuerNotwithstanding Section 10.02 of this Indenture, without the consent of any Holder of Notes, the Company, the Guarantors and the Trustee maymay amend or supplement this Indenture, from time to timethe Security Documents, and at any time enter into an indenture or indentures supplemental without the consent of the Holders of the Notes hereto for one or more of the following purposesNote Guarantees: (a1) to cure any ambiguity, defect or inconsistency in this Indenture; provided that this action shall not adversely affect the interests of Holders of the Notes in any material respectinconsistency; (b2) to evidence 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 and Note Guarantees by a successor to the Issuer as obligor or the Company or the General Partner as Guarantors under this Indenturesuch Guarantor pursuant to Article 6 hereof; (c4) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the interests of the Holders legal rights hereunder of any Notes then outstandingHolder; (d5) to provide for comply with requirements of the issuance SEC in order to effect or maintain the qualification of additional Notes in accordance with this Indenture under the limitations set forth in the indentureTIA; (e) to provide for the acceptance of appointment by a successor trustee or facilitate the administration of the trusts under the indenture by more than one trustee; (f) reflect the release of the Company or the General Partner, as Guarantors, in accordance with the provisions of this Indenture; (g) to secure the Notes; (h) to add Guarantors with respect to the Notes; or (i6) to conform the text of this Indenture, any Note Guarantee the Security Documents, the Notes or the Notes Note Guarantees to any provision of the description thereof set forth in “Description of the Listing Particulars Notes” section of the Company’s Offering Memorandum dated March 16, 2016, relating to the initial offering of the Notes, to the extent that such provision in that “Description of the Listing Particulars Notes” was intended to be a verbatim recitation of a provision in of this Indenture, such Note Guarantee the Security Documents, the Notes or the Notes (as certified in Note Guarantees, which intent may be evidenced by an Officers’ Certificate)Certificate to that effect; (7) to enter into additional or supplemental Security Documents in accordance with the terms of the Security Documents; (8) 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 that becomes effective as set forth in this Indenture or any of the Security Documents; (9) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereof; or (10) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee and/or supplement or joinder to the Security Documents with respect to the Notes. Upon the written request of the Issuer, Company accompanied by a copy resolution of the resolutions of the its Board of Directors certified by the General Partner’s Secretary or Assistant Secretary authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee is hereby authorized to of the documents described in Section 8.02 hereof, the Trustee will join with the Issuer Company and the Guarantors in the execution of any such 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 and to accept the conveyance, transfer and assignment of any property thereundercontained, but the Trustee shall will not be obligated to, but may in its discretion, to enter into any such amended or supplemental indenture that affects the Trustee’s its own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed by the Issuer, 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. The IssuerNotwithstanding Section 9.02 of this Indenture, the Issuers and the Subsidiary Guarantors and the Trustee maymay amend or supplement this Indenture, from time to timethe Guarantees, and at any time enter into an indenture or indentures supplemental the Notes without the consent of the Holders any Holder of the Notes hereto for one or more of the following purposesa Note: (a) to cure any ambiguity, defect or inconsistency in this Indenture; provided that this action shall not adversely affect the interests of Holders of the Notes in any material respectinconsistency; (b) to evidence a successor provide for uncertificated Notes in addition to the Issuer as obligor or the Company or the General Partner as Guarantors under this Indenturein place of Definitive Notes; (c) to provide for the assumption of an 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 reorganization of the Company as any other form of entity, pursuant to Section 5.01(b) hereof; (d) 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 interests rights hereunder of any Holder of the Holders of any Notes then outstanding;Notes, (df) to provide for the issuance of additional Notes in accordance with the limitations set forth in the indenture; (e) to provide for the acceptance of appointment by a successor trustee or facilitate the administration of the trusts under the indenture by more than one trustee; (f) reflect the release of the Company or the General Partner, as Guarantors, in accordance with the provisions of this Indenture; (g) to secure comply with requirements of the NotesSEC in order to effect or maintain the qualification of this Indenture under the TIA; (h) to evidence or provide for the acceptance of appointment under this Indenture of a successor Trustee; (i) to add Guarantors any additional Events of Default; (j) to secure the Notes and/or the related Guarantees; (k) to comply with respect to the Notesrules of any applicable Depositary; or (il) to conform the text of this Indenture, any Note Guarantee Indenture or the Notes Guarantees to any provision of the description thereof set forth “Description of Notes” in the Listing Particulars Offering Memorandum to the extent that such provision in the Listing Particulars text of this Indenture or Guarantee was intended to be a verbatim recitation reflect such provision of a provision the “Description of Notes” in this Indenture, such Note Guarantee or the Notes (as certified in an Officers’ Certificate)Offering Memorandum. Upon the written request of the Issuer, Issuers accompanied by a copy of the resolutions resolution of the Board of Directors certified by of the General Partner’s Secretary or Assistant Secretary 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 is hereby authorized to of the documents described in Section 7.02(b) hereof stating that such amended or supplemental indenture complies with this Section 9.01, the Trustee shall join with the Issuer Issuers and each of the Subsidiary Guarantors in the execution of any such 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 and to accept the conveyance, transfer and assignment of any property thereundercontained, but the Trustee shall not be obligated to, but may in its discretion, to enter into any such amended or supplemental indenture that affects the Trustee’s its own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed by the Issuer, 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. The Issuer(a) Notwithstanding Section 9.02 of this Indenture, the Guarantors and the Trustee may, from time to time, and at any time enter into an indenture or indentures supplemental without the consent of any Holder of Notes, the Holders of Company, the Guarantors, if any, and the Trustee, as applicable, may amend or supplement this Indenture, the Notes hereto for one or more of the following purposesNote Guarantees, in each case: (ai) to cure any ambiguity, defect or inconsistency inconsistency; (ii) to provide for uncertificated Notes in addition to or in place of certificated Notes; (iii) to provide for the assumption of the Company’s or any Guarantor’s obligations to Holders of Notes in the case of a merger or consolidation or sale of all or substantially all of the Company’s or such Guarantor’s assets; (iv) to make any change that would provide any additional rights or benefits to the Holders of Notes or that does not adversely affect the legal rights under this Indenture of any such Holder; (v) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; (vi) to conform the text of this Indenture, the Notes or the Note Guarantees to any provision of the description of such Notes in any offering memorandum with respect thereto, to the extent that such provision in such description was intended to be a verbatim recitation of a provision of this Indenture, the Notes or the Note Guarantees as evidenced in an Officers’ Certificate; (vii) to provide for the issuance of additional Notes in accordance with the limitations described in this Indenture; (viii) to allow a Guarantor to execute a supplemental indenture for the purpose of providing a Note Guarantee in accordance with the provisions of this Indenture; (ix) to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of the Notes pursuant to the provisions of this Indenture; provided that this action any such actions shall not adversely affect the interests of Holders of the Notes in any material respect; (bx) to evidence a successor to the Issuer as obligor or the Company or the General Partner as Guarantors under this Indenture; (c) to make any change that does not adversely affect the interests of the Holders of any Notes then outstanding; (d) to provide for the issuance of additional Notes in accordance with the limitations set forth in the indenture; (e) to and provide for the acceptance of appointment by a successor or separate trustee with respect to the Notes 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 under the indenture this Indenture by more than one trustee; (f) reflect the release of the Company or the General Partner, as Guarantors, in accordance with the provisions of this Indenture; (g) to secure the Notes; (h) to add Guarantors with respect to the Notes; or (ixi) to conform comply with the text rules and procedures of this Indenture, any Note Guarantee or the Notes to any provision of the description thereof set forth in the Listing Particulars to the extent that such provision in the Listing Particulars was intended to be a verbatim recitation of a provision in this Indenture, such Note Guarantee or the Notes DTC. (as certified in an Officers’ Certificate). b) Upon the written request of the Issuer, Company accompanied by a copy resolution of the resolutions of the its Board of Directors certified by the General Partner’s Secretary or Assistant Secretary authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee is hereby authorized to of the documents described in Section 7.02 hereof, the Trustee shall join with the Issuer and the Guarantors Company in the execution of any such 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 and to accept the conveyance, transfer and assignment of any property thereundercontained, but the Trustee shall not be obligated to, but may in its discretion, to enter into any such amended or supplemental indenture that affects the Trustee’s its own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed by the Issuer, 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. The IssuerNotwithstanding Section 9.02, the Company, the Guarantors (with respect to any amendment relating to its Note Guarantee) and the Trustee maymay amend or supplement this Indenture, from time to time, and at any time enter into an indenture the Notes or indentures supplemental the Note Guarantees without the consent of any Holder of a Note to: (a) cure any ambiguity, defect, mistake, omission, or inconsistency; (b) provide for the assumption of the Company’s or a Guarantor’s obligations to the Holders of the Notes or Note Guarantees, as applicable, by a Successor to the Company or a successor to such Guarantor pursuant to Article 5; (c) 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 the Notes hereto for one or more of the following purposes:Note Guarantees or to surrender any right or power conferred upon the Company or any Guarantor; (ag) make any change that would provide any additional rights or benefits to cure any ambiguity, defect or inconsistency in this Indenture; provided that this action shall not adversely affect the interests of Holders of the Notes in any material respect; (b) to evidence a successor to the Issuer as obligor or the Company or the General Partner as Guarantors under this Indenture; (c) to make any change that does not adversely affect the interests of the Holders legal rights hereunder of any Notes then outstanding; (d) to provide for the issuance of additional Notes in accordance with the limitations set forth in the indenture; (e) to provide for the acceptance of appointment by a successor trustee or facilitate the administration of the trusts under the indenture by more than one trustee; (f) reflect the release of the Company or the General Partner, as Guarantors, in accordance with the provisions of this Indenture; (g) to secure the NotesHolder; (h) to add Guarantors with respect to the Notes; or (i) to conform the text of this Indenture, any Note Guarantee the Notes or the Notes Note Guarantees to any provision of the description thereof set forth in “Description of Notes” section of the Listing Particulars Offering Memorandum, to the extent that such provision in the Listing Particulars that “Description of Notes” was intended to be a verbatim recitation of a provision in of this Indenture, such the Notes or the Note Guarantee or the Notes (as certified set forth in an Officers’ Officer’s Certificate); (i) provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereof; or (j) remove redemption provisions included in any Additional Notes pursuant to Section 2.14 that, pursuant to the terms of such redemption provisions, are no longer in effect. Upon the written request of the Issuer, Company accompanied by a copy resolution of the resolutions of the its Board of Directors certified by the General Partner’s Secretary or Assistant Secretary authorizing the execution of any such amended or supplemental indentureIndenture, and upon receipt by the Trustee of the documents described in Section 7.02(b), the Trustee is hereby authorized to shall join with the Issuer Company and the Guarantors in the execution of any such 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 and to accept the conveyance, transfer and assignment of any property thereundercontained, but the Trustee shall not be obligated to, but may in its discretion, to enter into any such amended or supplemental indenture Indenture that affects the Trustee’s its own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed by the Issuer, 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. The IssuerNotwithstanding Section 9.02 of this Indenture, the Company, the Guarantors and the Trustee may, from time to time, and at any time enter into an indenture may amend or indentures supplemental supplement this Indenture or the Notes or the Note Guarantees without the consent of the Holders any Holder of the Notes hereto for one or more of the following purposesNote: (a1) to cure any ambiguity, defect or inconsistency in this Indenture; provided that this action shall not adversely affect the interests of Holders of the Notes in any material respectinconsistency; (b2) to evidence 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 Issuer as obligor or the Company or the General Partner as Guarantors under this Indenturesuch Guarantor pursuant to Article 5 or Article 10 hereof; (c4) to make any change that would provide any additional rights or benefits to the Holders of Notes or that does not adversely affect the interests of the Holders legal rights hereunder of any Notes then outstandingHolder; (d5) to provide for comply with requirements of the issuance SEC in order to effect or maintain the qualification of additional Notes in accordance with this Indenture under the limitations set forth in the indentureTIA; (e) to provide for the acceptance of appointment by a successor trustee or facilitate the administration of the trusts under the indenture by more than one trustee; (f) reflect the release of the Company or the General Partner, as Guarantors, in accordance with the provisions of this Indenture; (g) to secure the Notes; (h) to add Guarantors with respect to the Notes; or (i6) to conform the text of this Indenture, any the Note Guarantee Guarantees or the Notes to any provision of the description thereof set forth in "Description of Notes" section of the Listing Particulars Offering Memorandum to the extent that such provision in the Listing Particulars that "Description of Notes" was intended to be a verbatim recitation of a provision in of this Indenture, such the Note Guarantee Guarantees or the Notes; (7) to provide for the issuance of Additional Notes (in accordance with the limitations set forth in this Indenture as certified in an Officers’ Certificate). Upon the written request of the Issuer, accompanied by a copy of the resolutions of the Board of Directors certified by the General Partner’s Secretary or Assistant Secretary authorizing the execution of any supplemental indenture, the Trustee is hereby authorized to join with the Issuer and the Guarantors in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental indenture that affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed by the Issuer, 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.date hereof;

Without Consent of Holders of Notes. The IssuerNotwithstanding Section 9.02 of this Indenture, the Company, the Guarantors and the Trustee mayand, from time if any amendment or supplement relates to timeany Collateral Document, and at any time enter into an indenture the Collateral Agent, may amend or indentures supplemental supplement this Indenture, the Notes, the Collateral Documents or the Note Guarantees without the consent of the Holders any Holder of the Notes hereto for one or more of the following purposesNote: (a1) to cure any omission, ambiguity, mistake, defect or inconsistency in this Indenture; provided that this action shall not adversely affect the interests of Holders of the Notes in any material respectinconsistency; (b2) to evidence a successor provide for uncertificated Notes in addition to the Issuer as obligor or the Company or the General Partner as Guarantors under this Indenturein place of certificated Notes; (c3) to provide for the assumption of the Company’s or a Guarantor’s obligations to Holders of Notes and Note Guarantees in the case of a consolidation, arrangement, merger or amalgamation or sale of all or substantially all of the Company’s or such Guarantor’s assets or to effect a Permitted Tax Reorganization, as applicable; (4) to make any change that would provide any additional rights or benefits to the Holders of Notes or that does not materially adversely affect the interests of the Holders legal rights under this Indenture of any Notes then outstandingHolder; (d5) to provide for comply with requirements of the issuance SEC in order to effect or maintain the qualification of additional Notes in accordance with this Indenture under the limitations set forth in the indenture;U.S. Trust Indenture Act of 1939, as amended. (e) to provide for the acceptance of appointment by a successor trustee or facilitate the administration of the trusts under the indenture by more than one trustee; (f) reflect the release of the Company or the General Partner, as Guarantors, in accordance with the provisions of this Indenture; (g) to secure the Notes; (h) to add Guarantors with respect to the Notes; or (i6) to conform the text of this Indenture, any the Notes, the Note Guarantee Guarantees or the Notes Collateral Documents to any provision of the description thereof set forth in “Description of the Listing Particulars Notes” section of the Offering Memorandum to the extent that such provision in the Listing Particulars Description of the Notes was intended to be a verbatim recitation of a provision in of this Indenture, such the Notes, the Note Guarantee Guarantees or the Notes (as certified in Collateral Documents, which intent may be evidenced by an Officers’ Certificate)Certificate to that effect; (7) 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 to add a guarantee with respect to the Notes; (9) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee or Collateral Agent pursuant to the requirements thereof; (i) to enter into additional or supplemental Collateral Documents in accordance with the terms of this Indenture and the Collateral Documents or (ii) to release Collateral from the Lien of this Indenture or the Collateral Documents in accordance with the terms of this Indenture and the Collateral Documents. Upon the written request of the Issuer, Company accompanied by a copy resolution of the resolutions of the its Board of Directors certified by the General Partner’s Secretary or Assistant Secretary authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee is hereby authorized to of the documents described in Section 7.02(c) hereof, the Trustee will join with the Issuer Company and the Guarantors in the execution of any such 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 and to accept the conveyance, transfer and assignment of any property thereundercontained, but the Trustee shall will not be obligated to, but may in its discretion, to enter into any such amended or supplemental indenture that affects the Trustee’s its own rights, duties or immunities under this Indenture or otherwise. Any 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 authorized Collateral Documents, and upon receipt by the provisions Collateral Agent of the documents described in Section 7.02(c) hereof, the Collateral Agent will join with the Company and the Guarantors in the execution of any amended or supplemental Collateral Documents authorized or permitted by the terms of this Section 9.01 Indenture and the Collateral Documents and to make any further appropriate agreements and stipulations that may be executed by therein contained, but the IssuerCollateral Agent will not be obligated to enter into such amended or supplemental Collateral Documents that affects its own rights, duties or immunities under this Indenture, 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 9.02Collateral Documents or otherwise.

Without Consent of Holders of Notes. The Issuer(a) Notwithstanding Section 9.02, with respect to the Notes, the Issuers, the Guarantors and the Trustee maymay amend or supplement this Indenture, from time to time, the Notes and at any time enter into an indenture or indentures supplemental the Note Guarantees without the consent of the Holders any Holder of the Notes hereto for one or more of the following purposesa Note: (ai) to cure any ambiguity, defect or inconsistency in this Indenture; provided that this action shall not adversely affect the interests of Holders of the Notes in any material respectinconsistency; (bii) to evidence provide for uncertificated Notes in addition to or in place of certificated Notes; (iii) to provide for the assumption of any of the Issuers’ or Guarantor’s obligations to Holders of Notes in the case of a successor to merger or consolidation or sale of all or substantially all of such the Issuer as obligor Issuers’ or Guarantor’s assets in accordance with the Company or the General Partner as Guarantors under terms of this Indenture; (civ) to make any change that would provide any additional rights or benefits to the Holders of Notes or that does not materially adversely affect the interests of legal rights under this Indenture or the Holders of any Notes then outstandingNotes; (dv) to provide for comply with requirements of the issuance Commission in order to effect or maintain the qualification of additional Notes in accordance with this Indenture under the limitations set forth in the indentureTIA; (evi) to comply with Section 4.18; (vii) to evidence and provide for the acceptance of appointment by a successor trustee or facilitate the administration of the trusts under the indenture by more than one trusteeTrustee; (fviii) reflect to provide for the release issuance of the Company or the General Partner, as Guarantors, Additional Notes in accordance with the provisions of this Indenture; (g) to secure the Notes; (h) to add Guarantors with respect to the Notes; or (iix) to conform the text of this Indenture, any Note Guarantee Indenture or the Notes to any provision of the description thereof set forth in section of the Listing Particulars Offering Memorandum entitled “Description of the New Notes” to the extent that such provision in this Indenture or the Listing Particulars Notes was intended to be a verbatim recitation conform to the text of a provision in this Indenture, such Note Guarantee or “Description of the Notes (as certified in an Officers’ Certificate)New Notes”. Upon the written request of the IssuerIssuers, accompanied by a copy of the resolutions of the Board of Directors certified and upon receipt by the General Partner’s Secretary or Assistant Secretary authorizing the execution Trustee of any supplemental indenturedocuments requested under Section 7.02(b) hereof, the Trustee is hereby authorized to shall join with the Issuer and the Guarantors Company in the execution of any such 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 and to accept the conveyance, transfer and assignment of any property thereundercontained, but the Trustee shall not be obligated to, but may in its discretion, to enter into any such amended or supplemental indenture Indenture that affects the Trustee’s its own rights, duties duties, protections, privileges, indemnities or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed by the Issuer, 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 9.02Indenture.

Without Consent of Holders of Notes. The IssuerNotwithstanding Section 9.02 of this Indenture, the Company, the Guarantors and the Trustee mayor Collateral Agent, from time to timeas applicable, and at any time enter into an indenture may amend or indentures supplemental supplement the Indenture Documents without the consent of the Holders any Holder of the Notes hereto for one or more of the following purposesNotes: (a1) to cure any ambiguity, defect or inconsistency in this Indenture; provided that this action shall not adversely affect the interests of Holders of the Notes in any material respectinconsistency; (b2) to evidence a successor provide for uncertificated Notes in addition to the Issuer as obligor or the Company or the General Partner as Guarantors under this Indenturein place of certificated Notes; (c3) to provide for the assumption of the Company’s or a Guarantor’s obligations to Holders of Notes and Note Guarantees in the case of a merger or consolidation or sale of all or substantially all of the Company’s or such Guarantor’s assets, as applicable; (4) to make any change that would provide any additional rights or benefits to the Holders of Notes or that does not adversely materially affect the interests legal rights of any such Holder under the Indenture Documents; provided, that the Company delivers to the Trustee an Opinion of Counsel stating that this clause (4) has been satisfied. (5) to comply with requirements of the Holders SEC in order to effect or maintain the qualification of any Notes then outstandingthis Indenture under the TIA; (d6) to provide for the issuance of additional Additional Notes in accordance with the limitations set forth in the indenture; (e) to provide for the acceptance of appointment by a successor trustee or facilitate the administration this Indenture as of the trusts under the indenture by more than one trustee; (f) reflect the release of the Company Issue Date or the General Partner, as Guarantors, in accordance with most recent amendment or supplement thereto approved pursuant to the provisions terms of this Indenture; (g) to secure the Notes; (h) to add Guarantors with respect to the Notes; or (i7) to conform the text of this Indenture, any Note Guarantee or the Notes Indenture Documents to any provision of the description thereof set forth in “Description of Notes” section of the Listing Particulars Offering Memorandum to the extent that such provision in the Listing Particulars “Description of Notes” was intended to be a verbatim recitation of a provision in this Indenture, such of the Indenture Documents; (8) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes; or (9) in connection with any addition or release of Collateral permitted under the Notes (as certified in an Officers’ Certificate)terms of the Indenture Documents. Upon the written request of the Issuer, Company accompanied by a copy resolution of the resolutions of the its Board of Directors certified by the General Partner’s Secretary or Assistant Secretary authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee is hereby authorized to of the documents described in Section 7.02 hereof, the Trustee will join with the Issuer Company and the Guarantors in the execution of any such 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 and to accept the conveyance, transfer and assignment of any property thereundercontained, but the Trustee shall will not be obligated to, but may in its discretion, to enter into any such amended or supplemental indenture that affects the Trustee’s its own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed by the Issuer, 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. The Notwithstanding Section 9.02, the Issuer, the Guarantors any Guarantor (with respect to a Guarantee or this Indenture) and the Trustee maymay amend or supplement this Indenture and any Guarantee, from time to time, and at any time enter into an indenture or indentures supplemental Notes without the consent of the Holders of the Notes hereto for one or more of the following purposesany Holder: (a1) to cure any ambiguity, omission, mistake, defect or inconsistency inconsistency; (2) to provide for uncertificated Notes in this Indentureaddition to or in place of certificated Notes; provided that uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code; (3) to comply with Section 5.01; (4) to provide for the assumption of the Issuer’s or any Guarantor’s obligations to the Holders as required by this action shall Indenture; (5) to make any change that would provide any additional rights or benefits to the Holders or that does not materially adversely affect the interests legal rights under this Indenture of Holders of the Notes in any material respectsuch Holder; (b6) to add covenants for the benefit of the Holders or to surrender any right or power conferred upon the Issuer or any Guarantor; (7) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act, in the event this Indenture is to be or has been qualified under the Trust Indenture Act; (8) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee thereunder pursuant to the Issuer as obligor or the Company or the General Partner as Guarantors requirements thereof; (9) to add a Guarantor under this Indenture; (c) to make any change that does not adversely affect the interests of the Holders of any Notes then outstanding; (d) to provide for the issuance of additional Notes in accordance with the limitations set forth in the indenture; (e) to provide for the acceptance of appointment by a successor trustee or facilitate the administration of the trusts under the indenture by more than one trustee; (f) reflect the release of the Company or the General Partner, as Guarantors, in accordance with the provisions of this Indenture; (g) to secure the Notes; (h) to add Guarantors with respect to the Notes; or (i10) to conform the text of this Indenture, any Note Guarantee Guarantees or the Notes to any provision of the description thereof set forth in “Description of Notes” section of the Listing Particulars Offering Circular to the extent that such provision in the Listing Particulars such “Description of Notes” section was intended to be a substantially verbatim recitation of a provision in of this Indenture, such Note Guarantee or the Notes (as certified set forth in an Officers’ Officer’s Certificate); or (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; provided 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. Upon the written request of the Issuer, Issuer accompanied by a copy of the resolutions of the Board its board of Directors certified by the General Partner’s Secretary or Assistant Secretary directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee is hereby authorized to of the documents described in Section 7.02, the Trustee shall join with the Issuer and the Guarantors Guarantors, as applicable, in the execution of any such 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 and to accept the conveyance, transfer and assignment of any property thereundercontained, but the Trustee shall not be obligated to, but may in its discretion, to enter into any such amended or supplemental indenture that affects the Trustee’s its own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized Notwithstanding the foregoing, no Opinion of Counsel shall be required in connection with the addition of a Guarantor under this Indenture upon execution and delivery by the provisions of this Section 9.01 may be executed by the Issuer, the Guarantors such Guarantor and the Trustee without of a supplemental indenture to this Indenture, the consent form of the Holders which is attached as Exhibit D hereto, and delivery of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 9.02an Officer’s Certificate.

Without Consent of Holders of Notes. The IssuerNotwithstanding Section 9.02 of this Indenture, the Company, the Guarantors and the Trustee may, from time to time, and at any time enter into an indenture may amend or indentures supplemental supplement this Indenture or the Notes or the Note Guarantees without the consent of the Holders any Holder of the Notes hereto for one or more of the following purposesNote: (a1) to cure any ambiguity, defect or inconsistency inconsistency; (2) to provide for uncertificated Notes in this Indenture; provided that this action shall not adversely affect addition to or in place of certificated Notes; (3) to provide for the interests assumption of the Company’s or a Guarantor’s obligations to the Holders of the Notes in any material respect; (b) to evidence and Note Guarantees by a successor to the Issuer as obligor or the Company or the General Partner as Guarantors under this Indenturesuch Guarantor] pursuant to Article 5 hereof; (c4) 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 interests of the Holders legal rights hereunder of any Notes then outstandingHolder; (d5) to provide for comply with requirements of the issuance SEC in order to effect or maintain the qualification of additional Notes in accordance with this Indenture under the limitations set forth in the indentureTIA; (e) to provide for the acceptance of appointment by a successor trustee or facilitate the administration of the trusts under the indenture by more than one trustee; (f) reflect the release of the Company or the General Partner, as Guarantors, in accordance with the provisions of this Indenture; (g) to secure the Notes; (h) to add Guarantors with respect to the Notes; or (i6) to conform the text of this Indenture, any the Note Guarantee Guarantees or the Notes to any provision of the description thereof set forth in “Description of Notes” section of the Listing Particulars Company’s prospectus dated October 8, 2004, relating to the initial offering of the Notes, to the extent that such provision in the Listing Particulars that “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Note Guarantees or the Notes; (7) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture, such ; (8) to comply with the provisions of DTC or the Trustee with respect to the provisions of this Indenture and the Notes relating to transfers and exchanges of Notes or beneficial in the Notes; or (9) 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 or with respect to the Notes (as certified in an Officers’ Certificate)Notes. Upon the written request of the Issuer, Company accompanied by a copy resolution of the resolutions of the its Board of Directors certified by the General Partner’s Secretary or Assistant Secretary authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee is hereby authorized to of the documents described in Section 7.02 hereof, the Trustee will join with the Issuer Company and the Guarantors in the execution of any such 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 and to accept the conveyance, transfer and assignment of any property thereundercontained, but the Trustee shall will not be obligated to, but may in its discretion, to enter into any such amended or supplemental indenture that affects the Trustee’s its own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed by the Issuer, 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. The Notwithstanding the first paragraph of Section 9.02, the Issuer, the Guarantors any Guarantor (with respect to a Guarantee or this Indenture) and the Trustee may(to the extent a party thereto) may amend or supplement this Indenture, from time to timethe Escrow Agreement, the Notes and at any time enter into an indenture or indentures supplemental related Guarantee without the consent of the Holders of the Notes hereto for one or more of the following purposesany Holder: (a1) to cure any ambiguity, omission, mistake, defect or inconsistency in this Indenture; provided that this action shall not adversely affect the interests of Holders of the Notes in any material respectinconsistency; (b2) to evidence a successor provide for uncertificated Notes in addition to or in place of certificated Notes (provided that the Issuer as obligor or uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Company or the General Partner as Guarantors under this IndentureCode); (c3) to comply with Section 5.01; (4) to provide for the assumption of the Issuer’s or any Guarantor’s obligations to the Holders; (5) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the interests legal rights under this Indenture of any such Holder; (6) to add covenants for the benefit of the Holders of or to surrender any Notes then outstandingright or power conferred upon the Issuer or any Guarantor; (d7) to provide for the issuance of additional Additional Notes in accordance with the limitations set forth in the indenture; (e) to provide for the acceptance of appointment by a successor trustee or facilitate the administration of the trusts under the indenture by more than one trustee; (f) reflect the release of the Company or the General Partner, as Guarantors, in accordance with the provisions of this Indenture; (g) 8) to secure evidence and provide for the Notesacceptance and appointment under this Indenture of a successor Trustee thereunder pursuant to the requirements thereof; (h9) to add Guarantors with respect to the Notes; ora Guarantor or a parent guarantor under this Indenture; (i10) to conform the text of this Indenture, any Note Guarantee the Escrow Agreement, the Guarantees or the Notes to any provision of the description thereof set forth in “Description of notes” section of the Listing Particulars Offering Memorandum to the extent that such provision in the Listing Particulars such “Description of notes” section was intended to be a verbatim recitation of a provision in of this Indenture, such Note Guarantee the Escrow Agreement, the Guarantees or the Notes; (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; provided, however, that (i) compliance with this Indenture as certified so amended would not result in an Officers’ Certificate)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; (12) to secure the Notes and/or the related Guarantees; and (13) to release any Guarantor from its Guarantee pursuant to this Indenture when permitted or required by this Indenture. Upon the written request of the Issuer, Issuer accompanied by a copy resolution of the resolutions of the its Board of Directors certified by the General Partner’s Secretary or Assistant Secretary authorizing the execution of any such amended or supplemental indentureindenture or escrow agreement, and upon receipt by the Trustee of the documents described in Section 7.02, the Trustee is hereby authorized to shall join with the Issuer and the Guarantors (to the extent applicable) in the execution of any such amended and/or supplemental indentureindenture or escrow agreement, authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained and to accept the conveyance, transfer and assignment of any property thereundercontained, but the Trustee shall not be obligated to, but may in its discretion, to enter into any such amended or supplemental indenture and/or escrow agreement that affects the Trustee’s their own rights, duties duties, liabilities or immunities under this Indenture or otherwise. Any supplemental indenture authorized The delivery of an Opinion of Counsel and an Officer’s Certificate shall be required in connection with the addition of a Guarantor under this Indenture upon execution and delivery by the provisions of this Section 9.01 may be executed by the Issuer, the Guarantors such Guarantor 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 9.02applicable Supplemental Indenture.

Without Consent of Holders of Notes. The Issuer(a) Notwithstanding Section 9.02 hereof, without the consent of any Holder of Notes, the Company, the Guarantors and the Trustee maymay amend or supplement this Indenture, from time to time, and at any time enter into an indenture or indentures supplemental without the consent of the Holders of the Notes hereto for one or more of the following purposesNote Guarantees: (a1) to cure any ambiguity, omission, mistake, defect or inconsistency in this Indenture; provided that this action shall not adversely affect the interests of Holders of the Notes in any material respectinconsistency; (b2) to evidence a successor provide for uncertificated Notes in addition to or in place of certificated Notes (provided, that the Issuer uncertificated notes are issued in registered form for purposes of Section 163(f) of the Internal Revenue Code of 1986, as obligor or the Company or the General Partner as Guarantors under this Indentureamended); (c3) to provide for the assumption of the Company’s or a Guarantor’s obligations to holders of Notes and Note Guarantees in the case of a merger or consolidation or sale of all or substantially all of the Company’s or such Guarantor’s assets, as applicable; (4) to make any change that would provide any additional rights or benefits to the holders of Notes or that does not adversely affect the interests of the Holders legal rights hereunder of any Notes then outstandingHolder; (d) to provide for the issuance of additional Notes in accordance with the limitations set forth in the indenture; (e) to provide for the acceptance of appointment by a successor trustee or facilitate the administration of the trusts under the indenture by more than one trustee; (f) reflect the release of the Company or the General Partner, as Guarantors, in accordance with the provisions of this Indenture; (g) to secure the Notes; (h) to add Guarantors with respect to the Notes; or (i5) to conform the text of this Indenture, any Note Guarantee the Notes or the Notes Note Guarantees to any provision of the description thereof set forth “Description of Notes” in the Listing Particulars Offering Memorandum to the extent that such provision in the Listing Particulars “Description of Notes” was intended to be a set forth, verbatim recitation of or in substance, a provision in of this Indenture, such Note Guarantee the Notes or the Notes Note Guarantees (as which intent will be certified to the Trustee in an Officers’ Certificate); (6) to provide for the issuance of Additional Notes in accordance with the limitations set forth herein; (7) to secure the Notes or the Note Guarantees pursuant to the requirements of Section 4.12; (8) to add any additional Guarantor or to evidence the release of any Guarantor from its Note Guarantee, in each case as provided herein; (9) to evidence or provide for the acceptance of appointment hereunder of a successor Xxxxxxx; or (10) to provide for the consummation of any transaction permitted under Section 5.01 hereof. Upon the written request of the Issuer, accompanied by a copy of the resolutions of the Board of Directors certified by the General Partner’s Secretary or Assistant Secretary Company authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee is hereby authorized of the documents described in Section 7.02 hereof, subject to Section 9.05, the Trustee will join with the Issuer Company and the Guarantors in the execution of any such amended or supplemental indenture, indenture authorized or permitted by the terms hereof and to make any further appropriate agreements and stipulations that may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental indenture that affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed by the Issuer, 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 9.02contained.

Without Consent of Holders of Notes. The IssuerNotwithstanding Section 9.02 of this Indenture, the Guarantors Company and the Trustee may, from time to time, and at any time enter into an indenture may amend or indentures supplemental supplement this Indenture or the Notes without the consent of the Holders any Holder of the Notes hereto for one or more of the following purposesa Note: (a) to cure any ambiguity, defect defect, mistake or inconsistency in this Indenture; provided that this action shall not adversely affect the interests of Holders of the Notes in any material respectinconsistency; (b) to evidence provide for uncertificated Notes in addition to or in place of certificated Notes or to alter the provisions of Article 2 hereof (including the related definitions) in a successor to the Issuer as obligor or the Company or the General Partner as Guarantors under this Indenturemanner that does not materially adversely affect any Holder; (c) to make any change that does not adversely affect provide for the interests assumption of the Company’s obligations to the Holders of any the Notes then outstandingby a successor to the Company pursuant to Article 5 hereof; (d) to comply with the rules of any applicable securities depositary; (e) to comply with applicable Gaming Laws, to the extent that such amendment or supplement is not materially adverse to the Holders of Notes; (f) to provide for the issuance of additional Additional Notes in accordance with the limitations set forth in the indenture; (e) to provide for the acceptance of appointment by a successor trustee or facilitate the administration of the trusts under the indenture by more than one trustee; (f) reflect the release of the Company or the General Partner, as Guarantors, in accordance with the provisions of this IndentureIndenture including Section 4.09; (g) to secure make any change that would provide any additional rights or benefits to the Holders of the Notes (including to provide for any guarantees of the Notes or any collateral securing the Notes) or that does not materially adversely affect the legal rights hereunder of any Holder of the Note; (h) to add Guarantors comply with respect requirements of the SEC in order to effect or maintain the Notesqualification of this Indenture under the TIA; or (i) to conform the text of this Indenture, any Note Guarantee Indenture or the Notes to any provision of the description thereof set forth Description of Notes contained in the Listing Particulars Offering Memorandum dated August 10, 2009 with respect to the extent that such provision in the Listing Particulars was intended to be a verbatim recitation of a provision in this Indenture, such Note Guarantee or the Notes (as certified in an Officers’ Certificate)Notes. Upon the written request of the Issuer, Company accompanied by a copy resolution of the resolutions of the its Board of Directors certified by the General Partner’s Secretary or Assistant Secretary authorizing the execution of any such amended or supplemental indentureIndenture, and upon receipt by the Trustee of the documents described in Section 9.06 hereof, the Trustee is hereby authorized to shall join with the Issuer and the Guarantors Company in the execution of any such 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 and to accept the conveyance, transfer and assignment of any property thereundercontained, but the Trustee shall not be obligated to, but may in its discretion, to enter into any such amended or supplemental indenture Indenture that affects the Trustee’s its own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed by the Issuer, 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.