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

Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture, the Issuers, the Trustee and the Collateral Agent may amend or supplement this Indenture, the Intercreditor Agreement, any Note Guarantee, any Security Document or the Notes without the consent of any Holder of a Note: (1) to cure any ambiguity, omission, mistake, defect or inconsistency; (2) to provide for the assumption by a successor Person of the obligations of the Issuers or any Note Guarantor under the Indenture or the Security Documents; (3) to provide for uncertificated Notes in addition to or in place of certificated Notes (provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code); (4) to add Guarantees with respect to the Notes or to add additional Collateral to secure the Notes and the Note Guarantees; (5) to add to the covenants of the Issuers or any Note Guarantor for the benefit of the Holders of the Notes or to surrender any right or power conferred upon the Issuers or any Note Guarantor; (6) to make any change that would provide any additional rights or benefits to Holders of any series or that does not adversely affect the legal rights under this Indenture of any such Holder; (7) to conform the text of the Indenture, the Notes, any Note Guarantee, the Intercreditor Agreement or any Security Document to the description and terms of such Notes in the offering circular, offering memorandum, prospectus supplement or other offering document applicable to such Notes as the time of the initial sale thereof; (8) to make any amendment to the provisions of the Indenture relating to the transfer and legending of Notes; provided, however, that (a) compliance with the 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; (9) to release Collateral from the Lien under the Security Document when permitted or required by the Security Documents, the Indenture or the Intercreditor Agreement; (10) to evidence and provide for the acceptance and appointment under the Indenture of a successor Trustee or Collateral Agent thereunder pursuant to the requirements thereof; (11) to release a Note Guarantor pursuant to the terms of Article 10; (12) to change or eliminate any of the provisions of this Indenture; provided that any such change or elimination shall not be effective with respect to any outstanding Notes of any series created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision; or (13) to change or eliminate any provisions of this Indenture or the Notes to eliminate the effect of any Accounting Change or in the application thereof as described in the last paragraph of the definition of “GAAP.” The consent of the Holders of the Notes is not necessary to approve the particular form of any proposed amendment. It is sufficient if such consent approves the substance of the proposed amendment. Upon the request of the Issuers accompanied by a resolution of their respective boards of directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee and the Collateral Agent an Officers’ Certificate and an Opinion of Counsel pursuant to Section 9.06, the Trustee and the Collateral Agent shall join with the Issuers and any Note Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee and the Collateral Agent shall not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture, the Issuers, the Trustee Guarantors and the Collateral Agent Trustee may amend or supplement this Indenture, the Intercreditor Agreement, any Note Guarantee, any Security Document Indenture or the Notes or the Note Guarantees without the consent of any Holder of a NoteNotes: (1) to cure any ambiguity, omission, mistake, defect or inconsistency; (2) to provide for the assumption by a successor Person of the obligations of the Issuers or any Note Guarantor under the Indenture or the Security Documents; (3) to provide for uncertificated Notes in addition to or in place of certificated Notes (provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code)Notes; (43) to add Guarantees with respect to provide for the Notes or to add additional Collateral to secure the Notes and the Note Guarantees; (5) to add to the covenants assumption of the Issuers Issuers’ or any Note Guarantor for the benefit of a Guarantor’s obligations to the Holders of the Notes and Note Guarantees in the case of a merger or to surrender any right consolidation or power conferred upon sale of all or substantially all of the Issuers Issuers’ or any Note Guarantorsuch Guarantors’ properties or assets, as applicable; (64) to make any change that would provide any additional rights or benefits to the Holders of any series the Notes or that does not adversely affect the legal rights under this Indenture hereunder of any such Holder; (75) 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 Indenture, Note Guarantees to any provision of the “Description of Notes, any Note Guarantee, ” section of the Intercreditor Agreement or any Security Document Issuers’ Offering Memorandum to the description and terms extent that such text of this Indenture or the Note Guarantees was intended to reflect such provision of the “Description of Notes”; (7) to provide for the issuance of Additional Notes in accordance with the offering circular, offering memorandum, prospectus supplement or other offering document applicable to such Notes limitations set forth in this Indenture as the time of the initial sale thereofdate hereof; (8) to make allow any amendment Guarantor to execute a supplemental indenture and/or a notation of Note Guarantee with respect to the provisions Notes or to reflect the addition or release of the Indenture relating to the transfer and legending of Notes; provided, however, that (a) compliance a Note Guarantee in accordance with the 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 Notesthis Indenture; (9) to release Collateral from secure the Lien under Notes and/or the Security Document when permitted or required by the Security Documents, the Indenture or the Intercreditor Agreement;Note Guarantees; or (10) to evidence and provide for the acceptance and appointment under the Indenture reorganization of a successor Trustee or Collateral Agent thereunder pursuant to the requirements thereof; (11) to release a Note Guarantor pursuant to the terms of Article 10; (12) to change or eliminate Targa Resources Partners as any of the provisions of this Indenture; provided that any such change or elimination shall not be effective with respect to any outstanding Notes of any series created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision; or (13) to change or eliminate any provisions of this Indenture or the Notes to eliminate the effect of any Accounting Change or in the application thereof as described in the last paragraph of the definition of “GAAP.” The consent of the Holders of the Notes is not necessary to approve the particular other form of any proposed amendment. It is sufficient if such consent approves the substance of the proposed amendmententity, in accordance with Section 5.01(b). Upon the request of the Issuers accompanied by a resolution resolutions of their respective boards Boards of directors Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee and of the Collateral Agent an Officers’ Certificate and an Opinion of Counsel pursuant to documents described in Section 9.069.06 hereof, the Trustee and the Collateral Agent shall will join with the Issuers and any Note the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee and the Collateral Agent shall will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. (a) Notwithstanding Section 9.02 of this Indenture9.02, the IssuersCompany, any Guarantor, any other obligor under the Notes and the Trustee and the Collateral Agent may modify, supplement or amend or supplement this Indenture, the Intercreditor Agreement, any Note Guarantee, any Security Document Indenture or the Notes without the consent of any Holder of a Note: (1) to cure evidence the succession of another Person to the Company, a Guarantor, or any ambiguityother obligor under the Notes, omissionand the assumption by any such successor of the covenants of the Company, mistakesuch Guarantor or such obligor in this Indenture and in the Notes and in any Guarantee in accordance with Section 5.01, defect or inconsistencyincluding the addition of any required co-issuer of Notes; (2) to provide for the assumption by a successor Person of the obligations of the Issuers or any Note Guarantor under the Indenture or the Security Documents; (3) to provide for uncertificated Notes in addition to or in place of certificated Notes (provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code); (4) to add Guarantees with respect to the Notes or to add additional Collateral to secure the Notes and the Note Guarantees; (5) to add to the covenants of the Issuers Company, any Guarantor or any Note Guarantor other obligor under the Notes for the benefit of the Holders of the Notes or to surrender any right or power conferred upon the Issuers Company or any Note GuarantorGuarantor or any other obligor under the Notes, as applicable, in this Indenture, in the Notes or in any Guarantee; (3) to cure any ambiguity, or to correct or supplement any provision in this Indenture, the Notes or any Guarantee which may be defective or inconsistent with any other provision in this Indenture, the Notes or any Guarantee; (4) to make any provision with respect to matters or questions arising under this Indenture, the Notes or any Guarantee; provided that such provisions shall not adversely affect the interest of the Holders of the Notes in any material respect; (5) to add a Guarantor or additional obligor under this Indenture or permit any Person to guarantee the Notes and/or other obligations under this Indenture; (6) to make any change that would provide any additional rights or benefits to Holders of any series or that does not adversely affect the legal rights under release a Guarantor as provided in this Indenture of any such HolderIndenture; (7) to conform evidence and provide the text acceptance of the appointment of a successor Trustee under this Indenture, the Notes, any Note Guarantee, the Intercreditor Agreement or any Security Document to the description and terms of such Notes in the offering circular, offering memorandum, prospectus supplement or other offering document applicable to such Notes as the time of the initial sale thereof; (8) to make any amendment to the provisions mortgage, pledge, hypothecate or grant a security interest in favor of the Indenture relating to Trustee for the transfer and legending of Notes; provided, however, that (a) compliance with the Indenture as so amended would not result in Notes being transferred in violation benefit of the Securities Act Holders of the Notes as additional security for the payment and performance of the Company’s and any Guarantor’s obligations under this Indenture, in any property or assets, including any other applicable securities law and (b) such amendment does not materially and adversely affect 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 rights benefit of Holders the Trustee pursuant to transfer Notesthis Indenture or otherwise; (9) to release Collateral from provide for the Lien issuance of Additional Notes and related Guarantees under this Indenture in accordance with the Security Document when permitted or required by the Security Documents, the Indenture or the Intercreditor Agreementlimitations set forth in this Indenture; (10) to evidence and provide for conform the acceptance and appointment under text of this Indenture, the Indenture Notes or the Guarantees to any provision of a successor Trustee or Collateral Agent thereunder pursuant to the requirements thereof“Description of Notes” section of the Offering Memorandum; (11) to release a Note Guarantor pursuant to comply with the terms rules of Article 10any applicable securities depositary; (12) to change provide for uncertificated Notes in addition to or eliminate any in place of the provisions of this Indenture; provided that any such change or elimination shall not be effective with respect to any outstanding Notes of any series created prior to the execution of such supplemental indenture that is entitled to the benefit of such provisioncertificated Notes; or (13) to change comply with requirements of the Commission in order to effect or eliminate any provisions maintain the qualification of this Indenture or under the Notes to eliminate the effect of any Accounting Change or in the application thereof as described in the last paragraph of the definition of “GAAPTrust Indenture Act.” The consent of the Holders of the Notes is not necessary to approve the particular form of any proposed amendment. It is sufficient if such consent approves the substance of the proposed amendment. (b) Upon the request of the Issuers accompanied by a resolution of their respective boards of directors authorizing the execution of any such amended or supplemental indentureCompany, and upon receipt by the Trustee of the documents described in Section 12.04 and the Collateral Agent an Officers’ Certificate and an Opinion of Counsel pursuant to Section 9.06, the Trustee and the Collateral Agent shall join with the Issuers Company and any Note Guarantors each Guarantor in the execution of any amended or supplemental indenture Indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee and the Collateral Agent shall not be obligated to enter into such amended or supplemental indenture Indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Supplemental Indenture, the IssuersCompany, the Trustee Guarantors and the Collateral Agent Trustee may amend or supplement this Supplemental Indenture, the Intercreditor Agreement, any Note Guarantee, any Security Document Guarantees or the Notes without the consent of any Holder or Holders of a Note: (1a) to cure any ambiguity, omission, mistake, defect or inconsistency; (2) to provide for the assumption by a successor Person of the obligations of the Issuers or any Note Guarantor under the Indenture or the Security Documents; (3b) to provide for uncertificated Notes in addition to or in place of certificated Notes (Notes, provided that the such uncertificated Notes notes are issued in registered form for purposes of under Section 163(f163(f)(5) of the CodeInternal Revenue Code of 1986, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code)as amended; (4c) to add Guarantees with respect to provide for the Notes or to add additional Collateral to secure the Notes and the Note Guarantees; (5) to add to the covenants assumption of the Issuers Company’s or any Note Guarantor for the benefit of a Guarantor’s obligations to the Holders of the Notes in the case of merger or to surrender any right consolidation or power conferred upon sale of all or substantially all of the Issuers Company’s or any Note such Guarantor’s assets, applicable; (6d) to make any change that would provide any additional rights or benefits to the Holders of any series the Notes or that does not adversely affect the legal rights under this Supplemental Indenture of any such HolderHolder of the Notes in any material respect; (7e) 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 Notes in accordance with this Supplemental Indenture; (g) to conform the text of the this Supplemental Indenture, the Notes, Notes or the Guarantees to any Note Guaranteeprovision of the Description of Notes to the extent that such provision in the Description of Notes was intended to be a verbatim recitation of a provision of this Supplemental Indenture, the Intercreditor Agreement Notes or any Security Document to the description and terms of such Notes in the offering circular, offering memorandum, prospectus supplement or other offering document applicable to such Notes as the time of the initial sale thereofGuarantees; (8) h) to make allow any amendment Guarantor to execute a supplemental indenture and/or a Guarantee with respect to the provisions of the Indenture relating to the transfer and legending of Notes; provided, however, that (a) compliance with the 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; (9) to release Collateral from the Lien under the Security Document when permitted or required by the Security Documents, the Indenture or the Intercreditor Agreement; (10i) to evidence and provide for the acceptance and of appointment under the Indenture of by a successor Trustee or Collateral Agent thereunder pursuant to the requirements thereoftrustee; (11j) to release a Note Guarantor pursuant add guarantees with respect to the terms of Article 10Notes; (12k) to change or eliminate any of secure the provisions of this Indenture; provided that any such change or elimination shall not be effective with respect to any outstanding Notes of any series created prior to the execution of such supplemental indenture that is entitled to the benefit of such provisionNotes; or (13l) to change or eliminate release any provisions of this Indenture or the Notes to eliminate the effect of any Accounting Change or Lien granted in the application thereof as described in the last paragraph of the definition of “GAAP.” The consent favor of the Holders of the Notes is not necessary pursuant to approve the particular form of any proposed amendment. It is sufficient if such consent approves the substance Section 4.07 hereof upon release of the proposed amendmentLien securing the underlying obligation that gave rise to such Lien. Upon the request of the Issuers Company accompanied by a resolution of their respective boards its Board of directors Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee and of the Collateral Agent an Officers’ Certificate and an Opinion of Counsel pursuant to documents described in Section 9.067.02 hereof, the Trustee and the Collateral Agent shall will join with the Issuers Company and any Note the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Supplemental Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee and the Collateral Agent shall will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Supplemental Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture9.02, the IssuersCompany, the Trustee Guarantors and the Collateral Agent Trustee may amend or supplement this Indenture, the Intercreditor Agreement, any Note Guarantee, any Security Document Notes or the Notes Subsidiary Guarantees, without the consent of any Holder of a Note, to: (1a) to cure any ambiguity, omission, mistake, defect or inconsistency; (2b) to provide for the assumption by a successor Person of the obligations of the Issuers or any Note Guarantor under the Indenture or the Security Documents; (3) to provide for uncertificated Notes in addition to or in place of certificated Notes (provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code); (4c) to add Guarantees with respect to provide for the Notes or to add additional Collateral to secure the Notes and the Note Guarantees; (5) to add to the covenants assumption of the Issuers Company’s or any Note Guarantor for the benefit of a Guarantor’s obligations to the Holders of the Notes in the case of a merger or to surrender any right consolidation or power conferred upon sale of all or substantially all of the Issuers Company’s assets or any Note a Guarantor; (6d) to make any change that would provide any additional rights or benefits to the Holders of any series the Notes or that does not adversely affect the legal rights under this Indenture hereunder of any such Holder; (7e) to conform provide for the text issuance of the Indenture, the Notes, any Note Guarantee, the Intercreditor Agreement or any Security Document to the description and terms of such Additional Notes in accordance with the offering circular, offering memorandum, prospectus supplement or other offering document applicable to such Notes as the time of the initial sale thereofprovisions set forth in this Indenture; (8) to make any amendment f) add Subsidiary Guarantees with respect to the provisions of Notes or to secure the Indenture relating to Notes or the transfer and legending of Notes; provided, however, that (a) compliance with the 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 NotesSubsidiary Guarantees; (9g) to release Collateral from the Lien under the Security Document when permitted or required by the Security Documents, the Indenture or the Intercreditor Agreement; (10) to evidence and provide for the acceptance and appointment under the this Indenture of a successor Trustee or Collateral Agent thereunder hereunder pursuant to the requirements thereof; (11) to release a Note Guarantor pursuant to the terms of Article 10; (12) to change or eliminate any of the provisions of this Indenture; provided that any such change or elimination shall not be effective with respect to any outstanding Notes of any series created prior to the execution of such supplemental indenture that is entitled to the benefit of such provisionhereof; or (13h) to change conform the text of the Notes, the Subsidiary Guarantees or eliminate any provisions of this Indenture or to any provision of the Notes to eliminate the effect “Description of any Accounting Change or Notes” section contained in the application thereof as described Offering Memorandum to the extent that such provision in the last paragraph such “Description of Notes” section was intended to be a verbatim recitation of a provision of the definition of “GAAP.” The consent of Notes, the Holders of the Notes is not necessary Subsidiary Guarantee or this Indenture, which intent will be established by an Officers’ Certificate. Subject to approve the particular form of any proposed amendment. It is sufficient if such consent approves the substance of the proposed amendment. Upon Section 9.05, upon the request of the Issuers accompanied by a resolution of their respective boards of directors Company authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee and of the Collateral Agent an Officers’ Certificate and an Opinion of Counsel pursuant to documents described in Section 9.067.02 hereof, the Trustee and the Collateral Agent shall join with the Issuers Company and any Note the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee and the Collateral Agent shall not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture, the Issuers, Obligors and the Trustee and the Collateral Agent may amend or supplement this Indenture, the Intercreditor Agreement, any Note Guarantee, any Security Document Indenture or the Notes or the Guarantees without the consent of any Holder of a NoteNotes: (1) to cure any ambiguity, omission, mistake, defect or inconsistencyinconsistency as evidenced in an Officers’ Certificate; (2) to provide for the assumption by a successor Person of the obligations of the Issuers or any Note Guarantor under the Indenture or the Security Documents; (3) to provide for uncertificated Notes or Guarantees in addition to or in place of certificated Notes (provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code); (4) to add Guarantees with respect to the Notes or to add additional Collateral to secure the Notes and the Note Guarantees; (53) to add to provide for the covenants assumption of the Issuers Company’s or any Note Guarantor for the benefit of a Guarantor’s obligations to the Holders of the Notes and Guarantees by a successor to the Company or such Guarantor pursuant to surrender any right Article 5 or power conferred upon the Issuers or any Note GuarantorArticle 11 hereof; (64) to make any change that would provide any additional rights or benefits to the Holders of any series the Notes or that does not materially adversely affect the legal rights under hereunder of any Holder; (5) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; (6) to comply with requirements of any such Holderapplicable Gaming Laws or to provide for requirements imposed by applicable Gaming Authorities; (7) to conform provide for the text issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the Indenture, the Notes, any Note Guarantee, the Intercreditor Agreement or any Security Document to the description and terms of such Notes in the offering circular, offering memorandum, prospectus supplement or other offering document applicable to such Notes as the time of the initial sale thereof;date hereof; or (8) to make allow any amendment Guarantor to execute a supplemental indenture and/or a Notation of Guaranty with respect to the provisions of the Indenture relating to the transfer and legending of Notes; provided, however, that (a) compliance with the 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;or (9) to release Collateral from the Lien under the Security Document when permitted or required by the Security Documents, the Indenture or the Intercreditor Agreement; (10) to evidence and provide for the acceptance and or appointment under the Indenture of a successor Trustee or Collateral Agent thereunder pursuant to the requirements thereof; (11) to release a Note Guarantor pursuant to the terms of Article 10; (12) to change or eliminate any of the provisions of this Indenture; provided that any such change or elimination shall not be effective with respect to any outstanding Notes of any series created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision; or (13) to change or eliminate any provisions of this Indenture or the Notes to eliminate the effect of any Accounting Change or in the application thereof as described in the last paragraph of the definition of “GAAP.” The consent of the Holders of the Notes is not necessary to approve the particular form of any proposed amendment. It is sufficient if such consent approves the substance of the proposed amendmentTrustee. Upon the request of the Issuers Company accompanied by a resolution of their respective boards of directors its Board authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee and of the Collateral Agent an Officers’ Certificate and an Opinion of Counsel pursuant to documents described in Section 9.067.02 hereof, the Trustee and the Collateral Agent shall will join with the Issuers Company and any Note the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee and the Collateral Agent shall will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture, the Issuers, the Trustee Guarantors and the Collateral Agent Trustee may amend or supplement this Indenture, the Intercreditor Agreement, any Note Guarantee, any Security Document Indenture or the Notes or the Note Guarantees without the consent of any Holder of a NoteNotes: (1) to cure any ambiguity, omission, mistake, defect or inconsistency; (2) to provide for the assumption by a successor Person of the obligations of the Issuers or any Note Guarantor under the Indenture or the Security Documents; (3) to provide for uncertificated Notes in addition to or in place of certificated Notes (provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code)Notes; (43) to add Guarantees with respect to provide for the Notes or to add additional Collateral to secure the Notes and the Note Guarantees; (5) to add to the covenants assumption of the Issuers Issuers’ or any Note Guarantor for the benefit of a Guarantor’s obligations to the Holders of the Notes and Note Guarantees in the case of a merger or to surrender any right consolidation or power conferred upon sale of all or substantially all of the Issuers Issuers’ or any Note Guarantorsuch Guarantors’ properties or assets, as applicable; (64) to make any change that would provide any additional rights or benefits to the Holders of any series the Notes or that does not adversely affect the legal rights under this Indenture hereunder of any such Holder; (75) 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 Indenture, Note Guarantees to any provision of the “Description of Notes, any Note Guarantee, ” section of the Intercreditor Agreement or any Security Document Issuers’ Offering Memorandum to the description and terms extent that such text of this Indenture or the Note Guarantees was intended to reflect such provision of the “Description of Notes”; (7) to provide for the issuance of Additional Notes in accordance with the offering circular, offering memorandum, prospectus supplement or other offering document applicable to such Notes limitations set forth in this Indenture as the time of the initial sale thereofdate hereof; (8) to make allow any amendment Guarantor to execute a supplemental indenture and/or a notation of Note Guarantee with respect to the provisions Notes or to reflect the addition or release of the Indenture relating to the transfer and legending of Notes; provided, however, that (a) compliance a Note Guarantee in accordance with the 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 Notesthis Indenture; (9) to release Collateral from secure the Lien under Notes and/or the Security Document when permitted or required by the Security Documents, the Indenture or the Intercreditor Agreement;Note Guarantees; or (10) to evidence and provide for the acceptance and appointment under the Indenture reorganization of a successor Trustee or Collateral Agent thereunder pursuant to the requirements thereof; (11) to release a Note Guarantor pursuant to the terms of Article 10; (12) to change or eliminate Targa Resources Partners as any of the provisions of this Indenture; provided that any such change or elimination shall not be effective with respect to any outstanding Notes of any series created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision; or (13) to change or eliminate any provisions of this Indenture or the Notes to eliminate the effect of any Accounting Change or in the application thereof as described in the last paragraph of the definition of “GAAP.” The consent of the Holders of the Notes is not necessary to approve the particular other form of any proposed amendment. It is sufficient if such consent approves the substance of the proposed amendmententity, in accordance with Section 5.01(b). Upon the request of the Issuers accompanied by a resolution of their respective boards of directors authorizing the execution of any such amended or supplemental indentureIssuers, and upon receipt by the Trustee and of the Collateral Agent an Officers’ Certificate and an Opinion of Counsel pursuant to documents described in Section 9.069.06 hereof, the Trustee and the Collateral Agent shall will join with the Issuers and any Note the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture Section 9.01 and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee and the Collateral Agent shall will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture, the Issuers, the Trustee Guarantors and the Collateral Agent Trustee may amend or supplement this Indenture, the Intercreditor Agreement, any Note Guarantee, any Security Document Notes or the Notes Note Guarantees without the consent of any Holder of a NoteNotes: (1) to cure any ambiguity, omission, mistake, defect or inconsistency; (2) to provide for the assumption by a successor Person of the obligations of the Issuers or any Note Guarantor under the Indenture or the Security Documents; (3) to provide for uncertificated Notes in addition to or in place of certificated Notes (provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code)Notes; (43) to add Guarantees with respect to the Notes or to add additional Collateral to secure the Notes and the Note Guarantees; (5) to add to the covenants of the Issuers or any Note Guarantor provide for the benefit assumption of an Issuer’s or a Guarantor’s obligations to the Holders of the Notes and Note Guarantees in the case of a merger or to surrender any right consolidation or power conferred upon the Issuers sale of all or any Note substantially all of such Issuer’s or such Guarantor’s properties or assets, as applicable; (64) to make any change that would provide any additional rights or benefits to the Holders of any series the Notes or that does not adversely affect the legal rights under this Indenture hereunder of any such Holder; (75) 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 a notation of a Note Guarantee to any provision of the Indenture, “Description of Notes” section of the Notes, any Note Guarantee, the Intercreditor Agreement or any Security Document Offering Memorandum to the description and terms extent that such text of this Indenture or such notation of a Note Guarantee was intended to reflect such provision of such “Description of Notes”; (7) to provide for the issuance of Additional Notes in accordance with the offering circular, offering memorandum, prospectus supplement or other offering document applicable to such Notes limitations set forth in this Indenture as the time of the initial sale thereofdate of this Indenture; (8) to make allow any amendment Guarantor to execute a supplemental indenture and/or a notation of Note Guarantee with respect to the provisions Notes or to reflect the addition or release of the Indenture relating to the transfer and legending of Notes; provided, however, that (a) compliance a Note Guarantee in accordance with the 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 Notesthis Indenture; (9) to release Collateral from secure the Lien under Notes and/or the Security Document when permitted or required by the Security Documents, the Indenture or the Intercreditor Agreement;Note Guarantees; or (10) to evidence and provide for the acceptance and appointment under the Indenture reorganization of a successor Trustee or Collateral Agent thereunder pursuant to the requirements thereof; (11) to release a Note Guarantor pursuant to the terms Sunoco LP as any other form of Article 10; (12) to change or eliminate any of entity, in accordance with the provisions of this Indenture; provided that any such change or elimination shall not be effective with respect to any outstanding Notes of any series created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision; or (13) to change or eliminate any provisions of this Indenture or the Notes to eliminate the effect of any Accounting Change or in the application thereof as described in the last paragraph of the definition of “GAAP.” The consent of the Holders of the Notes is not necessary to approve the particular form of any proposed amendment. It is sufficient if such consent approves the substance of the proposed amendmentSection 5.01 hereof. Upon the request of the Issuers accompanied by a resolution of their respective boards of directors authorizing the execution of any such amended or supplemental indentureIssuers, and upon receipt by the Trustee and of the Collateral Agent an Officers’ Certificate and an Opinion of Counsel pursuant to documents described in Section 9.069.06 hereof, the Trustee and the Collateral Agent shall will join with the Issuers and any Note the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture Section 9.01 and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee and the Collateral Agent shall will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 hereof, without the consent of this Indentureany Holder, the Issuers, the Guarantors, the Trustee and and, if any amendment or supplement relates to any Collateral Agreement, the Collateral Agent Agent, may amend or supplement this Indenture, the Intercreditor AgreementNotes, any Note Guarantee, any Security Document the Collateral Agreements or the Notes without the consent of any Holder of a NoteNote Guarantees: (1) to cure any ambiguity, omission, mistake, defect or inconsistency; (2) to provide for the assumption by a successor Person of the obligations of the Issuers or any Note Guarantor under the Indenture or the Security Documents; (3) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3) to provide for the assumption of an Issuer’s or a Guarantor’s obligations to Holders of Notes (provided that and Note Guarantees in the uncertificated Notes are issued in registered form for purposes case of Section 163(f) a merger or consolidation or sale of the Codeall or substantially all of such Issuer’s or such Guarantor’s assets, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code)as applicable pursuant to Article 5; (4) to add Guarantees with respect to the Notes or to add additional Collateral to secure the Notes and the Note Guarantees; (5) to add to the covenants of the Issuers or any Note Guarantor for the benefit of the Holders of the Notes or to surrender any right or power conferred upon the Issuers or any Note Guarantor; (6) to make any change that would provide any additional rights or benefits to the Holders of any series Notes or that does not adversely affect the legal rights under this Indenture Indenture, the Notes, any Collateral Agreement or the Note Guarantees of any such Holder; (75) 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 the this Indenture, the Notes, or the Note Guarantees to any Note Guaranteeprovision of the “Description of Notes” section of the Offering Circular to the extent that such provision was intended to be a verbatim recitation of a provision of this Indenture, the Intercreditor Agreement Notes or any Security Document the Note Guarantees; (7) to provide for the description and terms issuance of such Additional Notes in accordance with the offering circular, offering memorandum, prospectus supplement or other offering document applicable to such Notes limitations set forth in this Indenture as the time of the initial sale thereofIssue Date (including Section 4.14); (8) to make allow any amendment Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the provisions of the Indenture relating to the transfer and legending of Notes; provided, however, that (a) compliance with the 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; (9) to release Collateral from the Lien allow any New Parent to execute a supplemental indenture as set forth under the Security Document when permitted or required by the Security Documents, the Indenture or the Intercreditor Agreement;Section 4.07; or (10) to evidence and provide for the acceptance and appointment in connection with any addition or release of Collateral permitted under the Indenture of a successor Trustee or Collateral Agent thereunder pursuant to the requirements thereof; (11) to release a Note Guarantor pursuant to the terms of Article 10; (12) to change or eliminate any of the provisions of this Indenture; provided that any such change or elimination shall not be effective with respect to any outstanding Notes of any series created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision; or (13) to change or eliminate any provisions of this Indenture or the Notes to eliminate the effect of any Accounting Change or in the application thereof as described in the last paragraph of the definition of “GAAPCollateral Agreements.” The consent of the Holders of the Notes is not necessary to approve the particular form of any proposed amendment. It is sufficient if such consent approves the substance of the proposed amendment. Upon the request of the Issuers accompanied by a resolution of their respective boards of directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee and the Collateral Agent an Officers’ Certificate and an Opinion of Counsel pursuant to Section 9.06, the Trustee and the Collateral Agent shall join with the Issuers and any Note Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee and the Collateral Agent shall not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture, the Issuers, the Trustee Guarantors and the Collateral Agent Trustee may amend or supplement this Indenture, the Intercreditor Agreement, any Note Guarantee, any Security Document Indenture or the Notes or the Note Guarantees without the consent of any Holder of a NoteNotes: (1) to cure any ambiguity, omission, mistake, defect or inconsistency; (2) to provide for the assumption by a successor Person of the obligations of the Issuers or any Note Guarantor under the Indenture or the Security Documents; (3) to provide for uncertificated Notes in addition to or in place of certificated Notes (provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code)Notes; (43) to add Guarantees with respect to provide for the Notes or to add additional Collateral to secure the Notes and the Note Guarantees; (5) to add to the covenants assumption of the Issuers Issuers’ or any Note Guarantor for the benefit of a Guarantor’s obligations to the Holders of the Notes and Note Guarantees in the case of a merger or to surrender any right consolidation or power conferred upon sale of all or substantially all of the Issuers Issuers’ or any Note Guarantorsuch Guarantors’ properties or assets, as applicable; (64) to make any change that would provide any additional rights or benefits to the Holders of any the Notes of either series or that does not adversely affect the legal rights under this Indenture hereunder of any such Holder; (75) 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 Indenture, Note Guarantees to any provision of the “Description of Notes, any Note Guarantee, ” section of the Intercreditor Agreement or any Security Document Issuers’ Offering Memorandum to the description and terms extent that such text of this Indenture or the Note Guarantees was intended to reflect such Notes in the offering circular, offering memorandum, prospectus supplement or other offering document applicable to such Notes as the time provision of the initial sale thereof“Description of Notes”; (7) to provide for the issuance of Additional Notes of either series in accordance with the limitations set forth in this Indenture as of the date hereof; (8) to make allow any amendment Guarantor to execute a supplemental indenture and/or a notation of Note Guarantee with respect to the provisions Notes of either series or to reflect the Indenture relating to the transfer and legending addition or release of Notes; provided, however, that (a) compliance a Note Guarantee in accordance with the 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 Notesthis Indenture; (9) to release Collateral from secure the Lien under Notes of either series and/or the Security Document when permitted or required by the Security Documents, the Indenture or the Intercreditor Agreement;related Note Guarantees; or (10) to evidence and provide for the acceptance and appointment under the Indenture reorganization of a successor Trustee or Collateral Agent thereunder pursuant to the requirements thereof; (11) to release a Note Guarantor pursuant to the terms of Article 10; (12) to change or eliminate Targa Resources Partners as any of the provisions of this Indenture; provided that any such change or elimination shall not be effective with respect to any outstanding Notes of any series created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision; or (13) to change or eliminate any provisions of this Indenture or the Notes to eliminate the effect of any Accounting Change or in the application thereof as described in the last paragraph of the definition of “GAAP.” The consent of the Holders of the Notes is not necessary to approve the particular other form of any proposed amendment. It is sufficient if such consent approves the substance of the proposed amendmententity, in accordance with Section 5.01(b). Upon the request of the Issuers accompanied by a resolution of their respective boards of directors authorizing the execution of any such amended or supplemental indentureIssuers, and upon receipt by the Trustee and of the Collateral Agent an Officers’ Certificate and an Opinion of Counsel pursuant to documents described in Section 9.069.06 hereof, the Trustee and the Collateral Agent shall will join with the Issuers and any Note the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture Section 9.01 and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee and the Collateral Agent shall will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture, the IssuersCompany, the Trustee Guarantors and the Collateral Agent Trustee may amend or supplement this Indenture, the Intercreditor Agreement, any Note Guarantee, any Security Document Guarantees or the Notes without the consent of any Holder of a Note: (1a) to cure any ambiguity, omission, mistake, defect or inconsistency; (2) to provide for the assumption by a successor Person of the obligations of the Issuers or any Note Guarantor under the Indenture or the Security Documents; (3b) to provide for uncertificated Notes in addition to or in place of certificated Notes (provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code)) or to alter the provisions of Article 2 or the Appendix hereof relating to the form of the Notes (including the related definitions) in a manner that does not adversely affect any Holder; (4c) to add Guarantees with respect to provide for the Notes or to add additional Collateral to secure the Notes and the Note Guarantees; (5) to add to the covenants assumption of the Issuers Company’s or any Note Guarantor for the benefit of a Guarantor’s obligations to the Holders of the Notes by a successor to the Company or a Guarantor pursuant to surrender any right Article 5 or power conferred upon the Issuers or any Note Guarantor;Section 11.06 hereof, (6d) to make any change that would provide any additional rights or benefits to the Holders of any series the Notes or that does not adversely affect the legal rights under this Indenture hereunder of any such Holder; (7) to conform the text Holder of the Indenture, the Notes, any Note Guarantee, the Intercreditor Agreement or any Security Document to the description and terms of such Notes in the offering circular, offering memorandum, prospectus supplement or other offering document applicable to such Notes as the time of the initial sale thereof; (8) to make any amendment to the provisions of the Indenture relating to the transfer and legending of Notes; provided, however, that (a) compliance with the 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; (9e) 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 Notes issued after the Issue Date in accordance with the limitations set forth in this Indenture; (g) to release Collateral any Guarantor from the Lien under the Security Document when permitted or required by the Security Documents, the Indenture or the Intercreditor Agreementits Guarantee in accordance with this Indenture; (10h) to evidence and provide for the acceptance and appointment under the Indenture of allow any Guarantor to execute a successor Trustee or Collateral Agent thereunder pursuant to the requirements thereof; (11) to release supplemental indenture and/or a Note Guarantor pursuant to the terms of Article 10; (12) to change or eliminate any of the provisions of this Indenture; provided that any such change or elimination shall not be effective Guarantee with respect to any outstanding Notes of any series created prior to the execution of such supplemental indenture that is entitled to the benefit of such provisionNotes; or (13i) to make any change or eliminate any provisions in Article 10 and Article 12 of this Indenture that would limit or terminate the Notes benefits available to eliminate the effect any holder of any Accounting Change or in the application thereof as described in the last paragraph Senior Debt of the definition Company or a holder of “GAAP.” The consent of the Holders of the Notes is not necessary to approve the particular form of Guarantor Senior Debt (or any proposed amendment. It is sufficient if Representative thereof) under such consent approves the substance of the proposed amendmentArticle 10 and Article 12. Upon the request of the Issuers Company accompanied by a resolution of their respective boards its Board of directors Directors authorizing the execution of any such amended or supplemental indentureIndenture, and upon receipt by the Trustee and of the Collateral Agent an Officers’ Certificate and an Opinion of Counsel pursuant to documents described in Section 9.067.02 hereof, the Trustee and the Collateral Agent shall join with the Issuers Company and any Note the Guarantors in the execution of any amended or supplemental indenture Indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee and the Collateral Agent shall not be obligated to enter into such amended or supplemental indenture Indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture, the Issuers, the Trustee Guarantors and the Collateral Agent Trustee may amend or supplement this Indenture, the Intercreditor Agreement, any Note Guarantee, any Security Document Indenture or the Notes or the Note Guarantees without the consent of any Holder of a NoteNotes: (1) to cure any ambiguity, omission, mistake, defect or inconsistency; (2) to provide for the assumption by a successor Person of the obligations of the Issuers or any Note Guarantor under the Indenture or the Security Documents; (3) to provide for uncertificated Notes in addition to or in place of certificated Notes (provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code)Notes; (43) to add Guarantees with respect to provide for the Notes or to add additional Collateral to secure the Notes and the Note Guarantees; (5) to add to the covenants assumption of the Issuers Issuers’ or any Note Guarantor for the benefit of a Guarantor’s obligations to the Holders of the Notes and Note Guarantees in the case of a merger or to surrender any right consolidation or power conferred upon sale of all or substantially all of the Issuers Issuers’ or any Note Guarantorsuch Guarantors’ properties or assets, as applicable; (64) to make any change that would provide any additional rights or benefits to the Holders of any series the Notes or that does not adversely affect the legal rights under this Indenture hereunder of any such Holder; (75) 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 Indenture, Note Guarantees to any provision of the “Description of Notes, any Note Guarantee, ” section of the Intercreditor Agreement or any Security Document Offering Memorandum to the description and terms extent that such text of this Indenture or the Note Guarantees was intended to reflect such provision of the “Description of Notes”; (7) to provide for the issuance of Additional Notes in accordance with the offering circular, offering memorandum, prospectus supplement or other offering document applicable to such Notes limitations set forth in this Indenture as the time of the initial sale thereofdate of this Indenture; (8) to make allow any amendment Guarantor to execute a supplemental indenture and/or a notation of Note Guarantee with respect to the provisions Notes or to reflect the addition or release of the Indenture relating to the transfer and legending of Notes; provided, however, that (a) compliance a Note Guarantee in accordance with the 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 Notesthis Indenture; (9) to release Collateral from secure the Lien under Notes and/or the Security Document when permitted or required by the Security Documents, the Indenture or the Intercreditor Agreement;Note Guarantees; or (10) to evidence and provide for the acceptance and appointment under the Indenture reorganization of a successor Trustee or Collateral Agent thereunder pursuant to the requirements thereof; (11) to release a Note Guarantor pursuant to the terms Sunoco LP as any other form of Article 10; (12) to change or eliminate any of entity, in accordance with the provisions of this Indenture; provided that any such change or elimination shall not be effective with respect to any outstanding Notes of any series created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision; or (13) to change or eliminate any provisions of this Indenture or the Notes to eliminate the effect of any Accounting Change or in the application thereof as described in the last paragraph of the definition of “GAAP.” The consent of the Holders of the Notes is not necessary to approve the particular form of any proposed amendment. It is sufficient if such consent approves the substance of the proposed amendmentSection 5.01 hereof. Upon the request of the Issuers accompanied by a resolution resolutions of their respective boards Boards of directors Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee and of the Collateral Agent an Officers’ Certificate and an Opinion of Counsel pursuant to documents described in Section 9.069.06 hereof, the Trustee and the Collateral Agent shall will join with the Issuers and any Note the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee and the Collateral Agent shall will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture, the IssuersCompany, the Trustee Guarantors and the Collateral Agent Trustee may amend or supplement this Indenture, the Intercreditor Agreement, any Note Guarantee, any Security Document Guarantees or the Notes without the consent of any Holder of a NoteHolder: (1a) to cure any ambiguity, omission, mistake, defect or inconsistency; (2) to provide for the assumption by a successor Person of the obligations of the Issuers or any Note Guarantor under the Indenture or the Security Documents; (3b) to provide for uncertificated Notes in addition to to, or in place of of, certificated Notes (provided that or to alter the uncertificated Notes are issued in registered provisions of Article 2 or the Appendix hereof relating to the form for purposes of Section 163(f) of the Code, or Notes (including the related definitions) in a manner such that does not materially adversely affect the uncertificated Notes are described in Section 163(f)(2)(B) legal rights of the Code)any Holder; (4c) to add Guarantees with respect provide for the assumption of the Company’s, Holdings’ or a Guarantor’s obligations to the Notes Holders by a successor to the Company, Holdings or a Guarantor pursuant to add additional Collateral to secure the Notes and the Note Guarantees;Article 5 or Article 11 hereof, (5) to add to the covenants of the Issuers or any Note Guarantor for the benefit of the Holders of the Notes or to surrender any right or power conferred upon the Issuers or any Note Guarantor; (6d) to make any change that would provide any additional rights or benefits to the Holders of any series or that does not adversely affect the legal rights under this Indenture hereunder of any such Holder; (7e) 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 Notes issued after the Issue Date in accordance with the limitations set forth in this Indenture; (g) to allow any Guarantor to execute a supplemental indenture and/or a Guarantee with respect to the Notes; provided, however, that any such supplemental indenture and/or Guarantee need only be executed by the Company, such Guarantor and the Trustee; (h) to provide for the issuance of Exchange Notes or Private Exchange Notes; or (i) to conform the text of the Indenture, the Notes, any Note Guarantee, the Intercreditor Agreement or any Security Document to the description and terms of such Notes in the offering circular, offering memorandum, prospectus supplement or other offering document applicable to such Notes as the time of the initial sale thereof; (8) to make any amendment to the provisions of the Indenture relating to the transfer and legending of Notes; provided, however, that (a) compliance with the 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; (9) to release Collateral from the Lien under the Security Document when permitted or required by the Security Documents, the Indenture or the Intercreditor Agreement; (10) to evidence and provide for the acceptance and appointment under the Indenture of a successor Trustee or Collateral Agent thereunder pursuant to the requirements thereof; (11) to release a Note Guarantor pursuant to the terms of Article 10; (12) to change or eliminate any of the provisions of this Indenture; provided that any such change or elimination shall not be effective with respect to any outstanding Notes of any series created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision; or (13) to change or eliminate any provisions of this Indenture Guarantees or the Notes to eliminate any provision of the effect Description of any Accounting Change or Notes to the extent that such provision in the application thereof as described in the last paragraph Description of Notes was intended to be a verbatim recitation of a provision of the definition of “GAAP.” The consent of Indenture, the Holders of Guarantees or the Notes is not necessary to approve the particular form of any proposed amendment. It is sufficient if such consent approves the substance of the proposed amendmentNotes. Upon the request of the Issuers Company accompanied by a resolution of their respective boards its Board of directors Directors authorizing the execution of any such amended or supplemental indentureIndenture, and upon receipt by the Trustee and of the Collateral Agent an Officers’ Certificate and an Opinion of Counsel pursuant to documents described in Section 9.067.02 hereof, the Trustee and the Collateral Agent shall join with the Issuers Company, Holdings and any Note the Guarantors in the execution of any amended or supplemental indenture Indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee and the Collateral Agent shall not be obligated to enter into such amended or supplemental indenture Indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture, without the Issuersconsent of the Holders of the Notes, the Trustee Company, the Guarantors and the Collateral Agent Trustee may amend or supplement this Indenture, the Intercreditor Agreement, any Note Guarantee, any Security Document Notes or the Notes without the consent of any Holder of a NoteNote Guarantees: (1) to cure any ambiguity, omission, mistake, defect or inconsistency; (2) to provide for the assumption by a successor Person of the obligations of the Issuers or any Note Guarantor under the Indenture or the Security Documents; (3) to provide for uncertificated Notes in addition to or in place of certificated Notes (provided that or to alter the uncertificated Notes are issued in registered provisions of this Indenture relating to the form for purposes of Section 163(f) of the Code, or Notes (including the related definitions) in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code)does not materially adversely affect any Holder; (43) to add Guarantees with respect to provide for the Notes or to add additional Collateral to secure the Notes and the Note Guarantees; (5) to add to the covenants assumption of the Issuers Company’s or any Note Guarantor for the benefit of a Guarantor’s obligations to the Holders of the Notes and Note Guarantees by a successor to the Company or a Guarantor pursuant to surrender any right Article 5 or power conferred upon the Issuers or any Note GuarantorArticle 10 hereof; (64) to make any change that would provide any additional rights or benefits to the Holders of any series the Notes or that does not adversely affect the legal rights under this Indenture of any such HolderHolder of the Notes; (5) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture; (6) to allow any Guarantor to execute a supplemental indenture and/or a Guarantee with respect to the Notes; (7) to conform remove a Guarantor which, in accordance with the text terms of the this Indenture, the Notes, any Note ceases to be liable in respect of its Guarantee, the Intercreditor Agreement or any Security Document to the description and terms of such Notes in the offering circular, offering memorandum, prospectus supplement or other offering document applicable to such Notes as the time of the initial sale thereof; (8) to make any amendment to the provisions of the Indenture relating to the transfer and legending of Notes; provided, however, that (a) compliance appropriate provision in connection with the Indenture as so amended would not result in Notes being transferred in violation appointment 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 Notesa successor trustee; (9) to release Collateral from conform the Lien under the Security Document when permitted or required by the Security Documentstext of this Indenture, the Indenture Guarantees or the Intercreditor Agreement;Notes to any provision of the “Description of Notes” section of the Offering Memorandum to the extent that such provision in the “Description of Notes” section of the Offering Memorandum was intended to be a verbatim recitation of a provision of this Indenture, the Guarantees or the Notes; or (10) make any provision with respect to evidence matters or questions arising under this Indenture that the Company may deem necessary or desirable and provide for the acceptance and appointment under the Indenture of a successor Trustee or Collateral Agent thereunder pursuant to the requirements thereof; (11) to release a Note Guarantor pursuant to the terms of Article 10; (12) to change or eliminate any of that shall not be inconsistent with the provisions of this Indenture; provided that any such change or elimination shall modification does not be effective with respect to any outstanding Notes of any series created prior to adversely affect the execution of such supplemental indenture that is entitled to the benefit of such provision; or (13) to change or eliminate any provisions of this Indenture or the Notes to eliminate the effect of any Accounting Change or in the application thereof as described in the last paragraph of the definition of “GAAP.” The consent interests of the Holders of the Notes is not necessary to approve the particular form of in any proposed amendment. It is sufficient if such consent approves the substance of the proposed amendmentmaterial respect. Upon the request of the Issuers Company accompanied by a resolution of their respective boards its Board of directors Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee and of the Collateral Agent an Officers’ Certificate and an Opinion of Counsel pursuant to documents described in Section 9.067.02 hereof, the Trustee and the Collateral Agent shall will join with the Issuers Company and any Note the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee and the Collateral Agent shall will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture9.02, the Issuers, the Trustee Guarantors and the Collateral Agent Trustee may amend or supplement this Indenture, the Intercreditor Agreement, any Note Guarantee, any Security Document Notes or the Notes Note Guarantees without the consent of any Holder of a NoteNotes: (1) to cure any ambiguity, omission, mistake, defect or inconsistency; (2) to provide for the assumption by a successor Person of the obligations of the Issuers or any Note Guarantor under the Indenture or the Security Documents; (3) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3) to provide for the assumption of an Issuer’s or a Guarantor’s obligations to Holders of Notes (provided that and Note Guarantees in the uncertificated Notes are issued in registered form for purposes case of Section 163(f) a merger or consolidation or sale of the Codeall or substantially all of such Issuer’s or Guarantor’s properties or assets, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code)as applicable; (4) to add Guarantees with respect to the Notes or to add additional Collateral to secure the Notes and the Note Guarantees; (5) to add to the covenants of the Issuers or any Note Guarantor for the benefit of the Holders of the Notes or to surrender any right or power conferred upon the Issuers or any Note Guarantor; (6) to make any change that would provide any additional rights or benefits to the Holders of any series Notes or that does not adversely affect the legal rights under this Indenture of any such Holder; (75) 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 the Indenture, the Notes, any Note Guarantee, the Intercreditor Agreement or any Security Document to the description and terms of such Notes in the offering circular, offering memorandum, prospectus supplement or other offering document applicable to such Notes as the time of the initial sale thereof; (8) to make any amendment to the provisions of the Indenture relating to the transfer and legending of Notes; provided, however, that (a) compliance with the 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; (9) to release Collateral from the Lien under the Security Document when permitted or required by the Security Documents, the Indenture or the Intercreditor Agreement; (10) to evidence and provide for the acceptance and appointment under the Indenture of a successor Trustee or Collateral Agent thereunder pursuant to the requirements thereof; (11) to release a Note Guarantor pursuant to the terms of Article 10; (12) to change or eliminate any of the provisions of this Indenture; provided that any such change or elimination shall not be effective with respect to any outstanding Notes of any series created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision; or (13) to change or eliminate any provisions of this Indenture or the Notes to eliminate any provision of the effect “Description of Notes” section of the Issuers’ Offering Memorandum dated July 29, 2014, to the extent that such provision in that “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Notes or the Note Guarantees; (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 secure the Notes or any Note Guarantees; (9) to add any Note Guarantees or to evidence the release of any Accounting Change Guarantor from its Note Guarantee, in each case as provided in this Indenture; or (10) to evidence or in provide for the application thereof as described in the last paragraph acceptance of the definition appointment under this Indenture of “GAAP.” The consent of the Holders of the Notes is not necessary to approve the particular form of any proposed amendment. It is sufficient if such consent approves the substance of the proposed amendmenta successor Trustee. Upon the request of the Issuers accompanied by a resolution resolutions of their respective boards Boards of directors Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee and of the Collateral Agent an Officers’ Certificate and an Opinion of Counsel pursuant to documents described in Section 9.067.02, the Trustee and the Collateral Agent shall will join with the Issuers and any Note the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee and the Collateral Agent shall will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture, the IssuersCompany, the Trustee Guarantors and the Collateral Agent Trustee may amend or supplement this Indenture, the Intercreditor Agreement, any Note Guarantee, any Security Document Guarantees or the Notes without the consent of any Holder of a NoteHolder: (1a) to cure any ambiguity, omission, mistake, defect or inconsistency; (2) to provide for the assumption by a successor Person of the obligations of the Issuers or any Note Guarantor under the Indenture or the Security Documents; (3b) to provide for uncertificated Notes in addition to to, or in place of of, certificated Notes (provided that or to alter the uncertificated Notes are issued in registered provisions of Article 2 or the Appendix hereof relating to the form for purposes of Section 163(f) of the Code, or Notes (including the related definitions) in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code)does not materially adversely affect any Holder; (4c) to add Guarantees with respect provide for the assumption of the Company’s, Holdings’ or a Guarantor’s obligations to the Notes Holders by a successor to the Company, Holdings or a Guarantor pursuant to add additional Collateral to secure the Notes and the Note Guarantees;Article 5 or Article 11 hereof, (5) to add to the covenants of the Issuers or any Note Guarantor for the benefit of the Holders of the Notes or to surrender any right or power conferred upon the Issuers or any Note Guarantor; (6d) to make any change that would provide any additional rights or benefits to the Holders of any series or that does not adversely affect the legal rights under this Indenture hereunder of any such Holder; (7e) 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 Notes issued after the Issue Date in accordance with the limitations set forth in this Indenture; (g) to allow any Guarantor to execute a supplemental indenture and/or a Guarantee with respect to the Notes; (h) to provide for the issuance of Exchange Notes or Private Exchange Notes; or (i) to conform the text of the Indenture, the Notes, any Note Guarantee, the Intercreditor Agreement or any Security Document to the description and terms of such Notes in the offering circular, offering memorandum, prospectus supplement or other offering document applicable to such Notes as the time of the initial sale thereof; (8) to make any amendment to the provisions of the Indenture relating to the transfer and legending of Notes; provided, however, that (a) compliance with the 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; (9) to release Collateral from the Lien under the Security Document when permitted or required by the Security Documents, the Indenture or the Intercreditor Agreement; (10) to evidence and provide for the acceptance and appointment under the Indenture of a successor Trustee or Collateral Agent thereunder pursuant to the requirements thereof; (11) to release a Note Guarantor pursuant to the terms of Article 10; (12) to change or eliminate any of the provisions of this Indenture; provided that any such change or elimination shall not be effective with respect to any outstanding Notes of any series created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision; or (13) to change or eliminate any provisions of this Indenture Guarantees or the Notes to eliminate any provision of the effect Description of any Accounting Change or Notes to the extent that such provision in the application thereof as described in the last paragraph Description of Notes was intended to be a verbatim recitation of a provision of the definition of “GAAP.” The consent of Indenture, the Holders of Guarantees or the Notes is not necessary to approve the particular form of any proposed amendment. It is sufficient if such consent approves the substance of the proposed amendmentNotes. Upon the request of the Issuers Company accompanied by a resolution of their respective boards its Board of directors Directors authorizing the execution of any such amended or supplemental indentureIndenture, and upon receipt by the Trustee and of the Collateral Agent an Officers’ Certificate and an Opinion of Counsel pursuant to documents described in Section 9.067.02 hereof, the Trustee and the Collateral Agent shall join with the Issuers Company, Holdings and any Note the Guarantors in the execution of any amended or supplemental indenture Indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee and the Collateral Agent shall not be obligated to enter into such amended or supplemental indenture Indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture, the IssuersCompany, the Trustee Guarantors and the Collateral Agent Trustee may amend or supplement this Indenture, the Intercreditor Agreement, any Note Guarantee, any Security Document Indenture or the Notes or the Note Guarantees without the consent of any Holder of a NoteHolder: (1) to cure any ambiguity, omissiondefect, mistake, defect omission or inconsistency, as determined in good faith by the Board of Directors of the Company; (2) to provide for the assumption by a successor Person of the obligations of the Issuers or any Note Guarantor under the Indenture or the Security Documents; (3) to provide for uncertificated Notes in addition to or in place of certificated Notes (provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code)Notes; (43) to add Guarantees with respect to provide for the Notes or to add additional Collateral to secure the Notes and the Note Guarantees; (5) to add to the covenants assumption of the Issuers Company’s or any Note Guarantor for the benefit of a Guarantor’s obligations to the Holders of the Notes and Note Guarantees by a successor to the Company or such Guarantor pursuant to surrender any right Article 5 or power conferred upon the Issuers or any Note GuarantorArticle 10 hereof; (64) to make any change that would provide any additional rights or benefits to the Holders of any series the Notes or that does not adversely affect the legal rights under hereunder of any Holder; (5) 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 Notes or the Note Guarantees to any provision of the “Description of Notes” section of the Offering Circular, relating to the offering of the Initial Notes, to the extent that such Holderprovision in that “Description of Notes” was intended, as determined in good faith by the Company’s Board of Directors, to be a verbatim recitation of a provision of this Indenture, the Note Guarantees or the Notes; (7) to conform provide for the text issuance of the Indenture, the Notes, any Note Guarantee, the Intercreditor Agreement or any Security Document to the description and terms of such Additional Notes in accordance with the offering circular, offering memorandum, prospectus supplement or other offering document applicable to such Notes as the time of the initial sale thereoflimitations set forth in this Indenture; (8) to make allow any amendment Guarantor to execute a supplemental indenture or a Note Guarantee with respect to the provisions of the Indenture relating Notes and/or to add any property or other assets to the transfer and legending of NotesCollateral; provided, however, that (a) compliance with the 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;or (9) to release Collateral from comply with the Lien under the Security Document when permitted or required by the Security Documents, the Indenture procedures of DTC or the Intercreditor Agreement; (10) Trustee with respect to evidence and provide for the acceptance and appointment under the Indenture of a successor Trustee or Collateral Agent thereunder pursuant to the requirements thereof; (11) to release a Note Guarantor pursuant to the terms of Article 10; (12) to change or eliminate any of the provisions of this Indenture; provided that any such change or elimination shall not be effective with respect to any outstanding Notes of any series created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision; or (13) to change or eliminate any provisions of this Indenture or and the Notes relating to eliminate transfers, payments and exchanges of or on the effect of any Accounting Change Notes or beneficial interests in the application thereof as described in the last paragraph of the definition of “GAAP.” The consent of the Holders of the Notes is not necessary to approve the particular form of any proposed amendment. It is sufficient if such consent approves the substance of the proposed amendmentNotes. Upon the request of the Issuers Company accompanied by a resolution of their respective boards its Board of directors Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee and of the Collateral Agent an Officers’ Certificate and an Opinion of Counsel pursuant to documents described in Section 9.067.02 hereof, the Trustee and the Collateral Agent shall will join with the Issuers Company and any Note the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee and the Collateral Agent shall will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture, without the Issuersconsent of any Holder of Notes, the Trustee Company, the Guarantors and the Collateral Agent Trustee may amend or supplement this Indenture, the Intercreditor Agreement, any Note Guarantee, any Security Document Notes or the Notes without the consent of any Holder of a NoteNote Guarantees: (1a) to cure any ambiguity, omission, mistake, defect or inconsistency; (2) to provide for the assumption by a successor Person of the obligations of the Issuers or any Note Guarantor under the Indenture or the Security Documents; (3b) to provide for uncertificated Notes in addition to or in place of certificated Notes or to alter the provisions of this Indenture relating to the form of the Notes (including the related definitions) in a manner that does not materially adversely affect any Holder (as determined by the Company) (provided that that, in each case, the uncertificated resulting 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); (4c) to add Guarantees comply with respect to the Notes or to add additional Collateral to secure the Notes and the Note GuaranteesSection 5.01 hereof; (5d) to add provide for the assumption of the Company’s or any Guarantor’s obligations to the covenants of the Issuers or any Note Guarantor for the benefit of the Holders of the Notes or to surrender any right or power conferred upon the Issuers or any Note GuarantorHolders; (6e) to make any change that would provide any additional rights or benefits to the Holders of any series or that does not adversely affect the legal rights under this Indenture of any such HolderHolder (as determined by the Company); (7f) to add covenants for the benefit of the Holders or to surrender any right or power conferred upon the Company or any Guarantor; (g) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee pursuant to the requirements hereof; (h) to provide for the issuance of Additional Notes in accordance with this Indenture; (i) to add a Guarantor under this Indenture and to allow a Guarantor to execute a supplemental indenture and/or guarantee the Notes or to release a Guarantor in accordance with the terms of this Indenture; (j) to conform the text of the this Indenture, the Guarantees or the Notes to any provisions of the “Description of Notes, any Note Guarantee” in the Offering Circular to the extent that such provision in the “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Intercreditor Agreement Guarantees or any Security Document the Notes (as determined by the Company) or to conform the text of the Notes or the Guarantees to the description and terms text of such Notes in the offering circular, offering memorandum, prospectus supplement or other offering document applicable to such Notes as the time of the initial sale thereofthis Indenture; (8) k) make any provision with respect to matters or questions arising under this Indenture that the Company may deem necessary or desirable and that shall not be inconsistent with the provisions of this Indenture; provided that such change or modification does not adversely affect the interests of the Holders in any material respect (as determined by the Company); (l) to make any amendment to the provisions of the 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 (ai) compliance with the 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 (bii) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; Notes (9) to release Collateral from the Lien under the Security Document when permitted or required in each case, as determined by the Security Documents, the Indenture or the Intercreditor Agreement; (10) to evidence and provide for the acceptance and appointment under the Indenture of a successor Trustee or Collateral Agent thereunder pursuant to the requirements thereof; (11) to release a Note Guarantor pursuant to the terms of Article 10; (12) to change or eliminate any of the provisions of this Indenture; provided that any such change or elimination shall not be effective with respect to any outstanding Notes of any series created prior to the execution of such supplemental indenture that is entitled to the benefit of such provisionCompany); or (13m) to change or eliminate any provisions of this Indenture or provide for the Notes to eliminate the effect of any Accounting Change or in the application thereof as described in the last paragraph of the definition of “GAAP.” The consent of the Holders issuance of the Notes is not necessary to approve in a manner consistent with the particular form terms of any proposed amendment. It is sufficient if such consent approves the substance of the proposed amendmentthis Indenture. Upon the request of the Issuers Company accompanied by a resolution of their respective boards its board of directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee and of the Collateral Agent an Officers’ Certificate and an Opinion of Counsel pursuant to documents described in Section 9.069.05 hereof, the Trustee and the Collateral Agent shall will join with the Issuers Company and any Note the Guarantors party thereto in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee and the Collateral Agent shall not be obligated to enter into such amended or supplemental indenture that unless such amended or supplemental indenture directly affects its the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will not be obligated to, enter into such amended or supplemental Indenture. Any supplemental indenture, the sole effect of which is to add one or more new Guarantors, is not required to be executed and delivered by any then-existing Guarantor.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 9.02, without the consent of this Indentureany Holder of Notes, the Issuers, the Trustee Guarantors and the Collateral Agent Trustee may amend or supplement this Indenture, the Intercreditor Agreement, any Note Guarantee, any Security Document Notes or the Notes without the consent of any Holder of a NoteNote Guarantees: (1a) to cure any ambiguity, omission, mistake, defect or inconsistency; (2) to provide for the assumption by a successor Person of the obligations of the Issuers or any Note Guarantor under the Indenture or the Security Documents; (3b) to provide for uncertificated Notes in addition to or in place of certificated Notes (provided that the uncertificated Notes 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); (4c) to add Guarantees with respect to the Notes or to add additional Collateral to secure the Notes and the Note Guarantees; (5) to add to the covenants of the Issuers or any Note Guarantor provide for the benefit assumption of an Issuer’s or a Guarantor’s obligations to the Holders of the Notes and Note Guarantees by a successor to an Issuer or such Guarantor pursuant to surrender any right Article 5 or power conferred upon the Issuers or any Note GuarantorArticle 10 hereof; (6d) to make any change that would provide any additional rights or benefits to the Holders of any series the Notes or that does not adversely affect the legal rights under this Indenture hereunder of any such Holder; (7e) 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 the this Indenture, the Notes or the Note Guarantees to any provision of the “Description of the Notes” section of the Offering Memorandum, any Note Guaranteeto the extent that such provision in that “Description of the Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Intercreditor Agreement Notes or any Security Document the Note Guarantees, which intent may be evidenced by an Officers’ Certificate to the description and terms of such Notes in the offering circular, offering memorandum, prospectus supplement or other offering document applicable to such Notes as the time of the initial sale thereofthat effect; (8) to make any amendment to the provisions of the Indenture relating to the transfer and legending of Notes; provided, however, that (a) compliance with the 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; (9g) to release Collateral from the Lien under the Security Document when permitted or required by the Security Documents, the Indenture or the Intercreditor Agreement; (10) to evidence and provide for the acceptance and appointment under issuance of Additional Notes in accordance with the limitations set forth in this Indenture of a successor Trustee or Collateral Agent thereunder pursuant to the requirements thereof; (11) to release a Note Guarantor pursuant to the terms of Article 10; (12) to change or eliminate any as of the provisions of this Indenture; provided that any such change or elimination shall not be effective with respect to any outstanding Notes of any series created prior to the execution of such supplemental indenture that is entitled to the benefit of such provisionIssue Date; or (13h) to change or eliminate allow any provisions of this Indenture or Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes to eliminate the effect of any Accounting Change or in the application thereof as described in the last paragraph of the definition of “GAAP.” The consent of the Holders of the Notes is not necessary to approve the particular form of any proposed amendment. It is sufficient if such consent approves the substance of the proposed amendmentNotes. Upon the request of the Issuers accompanied by a resolution resolutions of their respective boards Boards of directors Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee and of the Collateral Agent an Officers’ Certificate and an Opinion of Counsel pursuant to documents described in Section 9.067.02 hereof, the Trustee and the Collateral Agent shall will join with the Issuers and any Note the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee and the Collateral Agent shall will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture, the IssuersCompany, the Trustee Guarantors and the Collateral Agent Trustee may amend or supplement this Indenture, the Intercreditor Agreement, any Note Guarantee, any Security Document Guarantees or the Notes without the consent of any Holder of a NoteHolder: (1a) to cure any ambiguity, omission, mistake, defect or inconsistency; (2) to provide for the assumption by a successor Person of the obligations of the Issuers or any Note Guarantor under the Indenture or the Security Documents; (3b) to provide for uncertificated Notes in addition to to, or in place of of, certificated Notes (provided that or to alter the uncertificated Notes are issued in registered provisions of Article 2 or the Appendix hereof relating to the form for purposes of Section 163(f) of the Code, or Notes (including the related definitions) in a manner such that does not materially adversely affect the uncertificated Notes are described in Section 163(f)(2)(B) legal rights of the Code)any Holder; (4c) to add Guarantees with respect provide for the assumption of the Company’s, Holdings’ or a Guarantor’s obligations to the Notes Holders by a successor to the Company, Holdings or a Guarantor pursuant to add additional Collateral to secure the Notes and the Note Guarantees;Article 5 or Article 11 hereof, (5) to add to the covenants of the Issuers or any Note Guarantor for the benefit of the Holders of the Notes or to surrender any right or power conferred upon the Issuers or any Note Guarantor; (6d) to make any change that would provide any additional rights or benefits to the Holders of any series or that does not adversely affect the legal rights under this Indenture hereunder of any such Holder; (7e) to conform the text comply with requirements of the Indenture, SEC in order to effect or maintain the Notes, any Note Guarantee, qualification of this Indenture under the Intercreditor Agreement or any Security Document to the description and terms of such Notes in the offering circular, offering memorandum, prospectus supplement or other offering document applicable to such Notes as the time of the initial sale thereofTIA; (8) f) to make provide for the issuance of Notes issued after the Issue Date in accordance with the limitations set forth in this Indenture; (g) to allow any amendment Guarantor to execute a supplemental indenture and/or a Guarantee with respect to the provisions of the Indenture relating to the transfer and legending of Notes; provided, however, that (a) compliance with any such supplemental indenture and/or Guarantee need only be executed by the Indenture as so amended would not result in Notes being transferred in violation of Company, such Guarantor and 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 NotesTrustee; (9h) to release Collateral from the Lien under the Security Document when permitted or required by the Security Documents, the Indenture or the Intercreditor Agreement; (10) to evidence and provide for the acceptance and appointment under the Indenture issuance of a successor Trustee Exchange Notes or Collateral Agent thereunder pursuant to the requirements thereof; (11) to release a Note Guarantor pursuant to the terms of Article 10; (12) to change or eliminate any of the provisions of this Indenture; provided that any such change or elimination shall not be effective with respect to any outstanding Notes of any series created prior to the execution of such supplemental indenture that is entitled to the benefit of such provisionPrivate Exchange Notes; or (13i) to change or eliminate any provisions conform the text of this Indenture Indenture, the Guarantees or the Notes to eliminate any provision of the effect Description of any Accounting Change or Notes to the extent that such provision in the application thereof as described in Description of Notes was intended to be a verbatim recitation of a provision of this Indenture, the last paragraph of Guarantees or the definition of “GAAP.” The consent of the Holders of the Notes is not necessary to approve the particular form of any proposed amendment. It is sufficient if such consent approves the substance of the proposed amendmentNotes. Upon the request of the Issuers Company accompanied by a resolution of their respective boards its Board of directors Directors authorizing the execution of any such amended or supplemental indentureIndenture, and upon receipt by the Trustee and of the Collateral Agent an Officers’ Certificate and an Opinion of Counsel pursuant to documents described in Section 9.067.02 hereof, the Trustee and the Collateral Agent shall join with the Issuers Company, Holdings and any Note the Guarantors in the execution of any amended or supplemental indenture Indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee and the Collateral Agent shall not be obligated to enter into such amended or supplemental indenture Indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture, without the Issuersconsent of any Holder of Notes, the Trustee Company, the Guarantors and the Collateral Agent Trustee may amend or supplement this Indenture, the Intercreditor Agreement, any Note Guarantee, any Security Document Notes or the Notes without the consent of any Holder of a NoteNote Guarantees: (1a) to cure any ambiguity, omission, mistake, defect or inconsistency; (2) to provide for the assumption by a successor Person of the obligations of the Issuers or any Note Guarantor under the Indenture or the Security Documents; (3b) to provide for uncertificated Notes in addition to or in place of certificated Notes or to alter the provisions of this Indenture relating to the form of the Notes (including the related definitions) in a manner that does not materially adversely affect any Holder (as determined by Holdings) (provided that that, in each case, the uncertificated resulting 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); (4c) to add Guarantees comply with respect to the Notes or to add additional Collateral to secure the Notes and the Note GuaranteesSection 5.01 hereof; (5d) to add provide for the assumption of the Company’s or any Guarantor’s obligations to the covenants of the Issuers or any Note Guarantor for the benefit of the Holders of the Notes or to surrender any right or power conferred upon the Issuers or any Note GuarantorHolders; (6e) to make any change that would provide any additional rights or benefits to the Holders of any series or that does not adversely affect the legal rights under this Indenture of any such HolderHolder (as determined by Holdings); (7f) to add covenants for the benefit of the Holders or to surrender any right or power conferred upon the Company or any Guarantor; (g) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee pursuant to the requirements hereof; (h) to provide for the issuance of Additional Notes in accordance with this Indenture; (i) to add a Guarantor under this Indenture and to allow a Guarantor to execute a supplemental indenture and/or guarantee the Notes or to release a Guarantor in accordance with the terms of this Indenture; (j) to conform the text of the this Indenture, the Guarantees or the Notes to any provisions of the “Description of Notes, any Note Guarantee, the Intercreditor Agreement or any Security Document to the description and terms of such Notes ” in the offering circular, offering memorandum, prospectus supplement or other offering document applicable to such Notes Offering Circular (as the time of the initial sale thereofdetermined by Holdings); (8) k) make any provision with respect to matters or questions arising under this Indenture that the Company may deem necessary or desirable and that shall not be inconsistent with the provisions of this Indenture; provided that such change or modification does not adversely affect the interests of the Holders in any material respect (as determined by Holdings); (l) to make any amendment to the provisions of the 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 (ai) compliance with the 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 (bii) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; Notes (9) to release Collateral from the Lien under the Security Document when permitted or required in each case, as determined by the Security Documents, the Indenture or the Intercreditor Agreement; (10) to evidence and provide for the acceptance and appointment under the Indenture of a successor Trustee or Collateral Agent thereunder pursuant to the requirements thereof; (11) to release a Note Guarantor pursuant to the terms of Article 10; (12) to change or eliminate any of the provisions of this Indenture; provided that any such change or elimination shall not be effective with respect to any outstanding Notes of any series created prior to the execution of such supplemental indenture that is entitled to the benefit of such provisionHoldings); or (13m) to change or eliminate any provisions of this Indenture or provide for the Notes to eliminate the effect of any Accounting Change or in the application thereof as described in the last paragraph of the definition of “GAAP.” The consent of the Holders issuance of the Notes is not necessary to approve in a manner consistent with the particular form terms of any proposed amendment. It is sufficient if such consent approves the substance of the proposed amendmentthis Indenture. Upon the request of the Issuers Company accompanied by a resolution of their respective boards its board of directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee and of the Collateral Agent an Officers’ Certificate and an Opinion of Counsel pursuant to documents described in Section 9.069.05 hereof, the Trustee and the Collateral Agent shall will join with the Issuers Company and any Note the Guarantors party thereto in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee and the Collateral Agent shall not be obligated to enter into such amended or supplemental indenture that unless such amended or supplemental indenture directly affects its the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will not be obligated to, enter into such amended or supplemental Indenture. Any supplemental indenture, the sole effect of which is to add one or more new Guarantors, is not required to be executed and delivered by any then-existing Guarantor.

Without Consent of Holders of Notes. (a) Notwithstanding Section 9.02 hereof, without the consent of this Indentureany Holder of Notes, the IssuersCompany, the Trustee Guarantors and the Collateral Agent Trustee may amend or supplement this Indenture, the Intercreditor Agreement, any Note Guarantee, any Security Document Notes or the Notes without the consent of any Holder of a NoteNote Guarantees: (1) to cure any ambiguity, omission, mistake, defect or inconsistency; (2) to provide for the assumption by a successor Person of the obligations of the Issuers or any Note Guarantor under the Indenture or the Security Documents; (3) to provide for uncertificated Notes in addition to or in place of certificated Notes Notes; (provided that 3) to provide for the uncertificated Notes are issued in registered form for purposes of Section 163(f) assumption of the Code, Company’s or a Guarantor’s obligations to holders of Notes and Note Guarantees in the case of a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) merger or consolidation or sale of all or substantially all of the Code)Company’s or such Guarantor’s assets, as applicable; (4) to add Guarantees with respect to the Notes or to add additional Collateral to secure the Notes and the Note Guarantees; (5) to add to the covenants of the Issuers or any Note Guarantor for the benefit of the Holders of the Notes or to surrender any right or power conferred upon the Issuers or any Note Guarantor; (6) to make any change that would provide any additional rights or benefits to Holders the holders of any series Notes or that does not adversely affect the legal rights under this Indenture hereunder of any such Holder; (5) to comply with requirements of the SEC in order to effect or maintain the qualification hereof under the Trust Indenture Act; (6) to conform the text of this Indenture, the Notes or the Note Guarantees to any provision of the “Description of Notes” in the Offering Memorandum; (7) to conform provide for the text issuance of Additional Notes in accordance with the limitations set forth herein as of the Indenture, the Notes, any Note Guarantee, the Intercreditor Agreement or any Security Document to the description and terms of such Notes in the offering circular, offering memorandum, prospectus supplement or other offering document applicable to such Notes as the time of the initial sale thereofdate hereof; (8) to make any amendment secure the Notes or the Note Guarantees pursuant to the provisions requirements of the Indenture relating to the transfer and legending of Notes; provided, however, that (a) compliance with the 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 NotesSection 4.12; (9) to add any additional Guarantor or to evidence the release Collateral of any Guarantor from the Lien under the Security Document when permitted or required by the Security Documentsits Note Guarantee, the Indenture or the Intercreditor Agreementin each case as provided herein; (10) to evidence and or provide for the acceptance and of appointment under the Indenture hereunder of a successor Trustee or Collateral Agent thereunder pursuant to the requirements thereof;Trustee; or (11) to release a Note Guarantor pursuant to provide for the terms of Article 10; (12) to change or eliminate any of the provisions of this Indenture; provided that any such change or elimination shall not be effective with respect to any outstanding Notes consummation of any series created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision; or (13) to change or eliminate any provisions of this Indenture or the Notes to eliminate the effect of any Accounting Change or in the application thereof as described in the last paragraph of the definition of “GAAP.” The consent of the Holders of the Notes is not necessary to approve the particular form of any proposed amendment. It is sufficient if such consent approves the substance of the proposed amendmenttransaction permitted by Section 5.01 hereof. Upon the request of the Issuers accompanied by a resolution of their respective boards of directors Company authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee and of the Collateral Agent an Officers’ Certificate and an Opinion of Counsel pursuant documents described in Section 7.02 hereof, subject to Section 9.06, the Trustee and the Collateral Agent shall will join with the Issuers Company and any Note the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture hereof and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee and the Collateral Agent shall not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture, the IssuersCompany, the Trustee Guarantors and the Collateral Agent Trustee may amend or supplement this Indenture, the Intercreditor AgreementNote Guarantees, any Note Guarantee, any Security Document the Notes or the Notes Collateral Documents without the consent of any Holder of a Note: (1a) to cure any ambiguity, omission, mistake, defect or inconsistency; (2) to provide for the assumption by a successor Person of the obligations of the Issuers or any Note Guarantor under the Indenture or the Security Documents; (3b) to provide for uncertificated Notes in addition to or in place of certificated Notes or to alter the provisions of Article 2 hereof (provided that including the uncertificated Notes are issued in registered form for purposes of Section 163(frelated definitions) of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code)does not materially adversely affect any Holder; (4c) to add Guarantees with respect to provide for the Notes or to add additional Collateral to secure the Notes and the Note Guarantees; (5) to add to the covenants assumption of the Issuers Company's or any Note Guarantor for the benefit of a Guarantor's obligations to the Holders of the Notes by a successor to the Company pursuant to Article 5 or to surrender any right or power conferred upon the Issuers or any Note GuarantorArticle 11 hereof; (6d) to make any change that would provide any additional rights or benefits to the Holders of any series the Notes or that does not adversely affect the legal rights under this Indenture hereunder of any such Holder; (7) to conform the text Holder of the Indenture, the Notes, any Note Guarantee, the Intercreditor Agreement or any Security Document to the description and terms of such Notes in the offering circular, offering memorandum, prospectus supplement or other offering document applicable to such Notes as the time of the initial sale thereof; (8) to make any amendment to the provisions of the Indenture relating to the transfer and legending of Notes; provided, however, that (a) compliance with the 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; (9e) to release Collateral from comply with requirements of the Lien SEC in order to effect or maintain the qualification of this Indenture under the Security Document when permitted or required by the Security Documents, the Indenture or the Intercreditor AgreementTIA; (10f) to evidence and provide for the acceptance and appointment under the allow any Guarantor to execute a supplemental Indenture of and/or a successor Trustee or Collateral Agent thereunder pursuant Note Guarantee with respect to the requirements thereofNotes; provided that the interests of the Holders would not be adversely affected thereby; (11g) to release a Note allow any Guarantor pursuant or Heller Debtor Subsidiary to enter into any additional Collateral Documxxx; xrovided that the terms of Article 10; (12) to change or eliminate any interests of the provisions of this Indenture; provided that any such change or elimination shall Holders would not be effective with respect to any outstanding Notes of any series created prior to the execution of such supplemental indenture that is entitled to the benefit of such provisionadversely affected thereby; or (13h) to change or eliminate any provisions provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture or the Notes to eliminate the effect of any Accounting Change or in the application thereof as described in the last paragraph of the definition of “GAAP.” The consent of the Holders of the Notes is not necessary to approve the particular form of any proposed amendment. It is sufficient if such consent approves the substance of the proposed amendmentdate hereof. Upon the request of the Issuers Company accompanied by a resolution of their respective boards its Board of directors Directors authorizing the execution of any such amended or supplemental indentureIndenture, and upon receipt by the Trustee and of the Collateral Agent an Officers’ Certificate and an Opinion of Counsel pursuant to documents described in Section 9.067.02(b) hereof, the Trustee and the Collateral Agent shall join with the Issuers Company and any Note the Guarantors in the execution of any amended or supplemental indenture Indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee and the Collateral Agent shall not be obligated to enter into such amended or supplemental indenture Indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture, the IssuersCompany, the Trustee Guarantors and the Collateral Agent Trustee may amend or supplement this Indenture, the Intercreditor Agreement, any Note Guarantee, any Security Document Indenture or the Notes or the Note Guarantees without the consent of any Holder of a Note: (1) to cure any ambiguity, omission, mistake, defect or inconsistency; (2) to provide for the assumption by a successor Person of the obligations of the Issuers or any Note Guarantor under the Indenture or the Security Documents; (3) to provide for uncertificated Notes in addition to or in place of certificated Notes (provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code)Notes; (43) to add Guarantees with respect to provide for the Notes or to add additional Collateral to secure the Notes and the Note Guarantees; (5) to add to the covenants assumption of the Issuers Company’s or any Note Guarantor for the benefit of a Guarantor’s obligations to the Holders of the Notes and Note Guarantees by a successor to the Company or such Guarantor pursuant to surrender any right Article 5 or power conferred upon the Issuers or any Note GuarantorArticle 11 hereof; (64) to make any change that would provide any additional rights or benefits to the Holders of any series the Notes or that does not adversely affect the legal rights under hereunder of any Holder; (5) 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 or the Notes to any provision of the “Description of Notes” section of the Company’s Offering Memorandum dated August 3, 2004, relating to the initial offering of the Notes, to the extent that such Holderprovision in that “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Note Guarantees or the Notes; (7) to conform provide for the text issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the Indenture, the Notes, any Note Guarantee, the Intercreditor Agreement or any Security Document to the description and terms of such Notes in the offering circular, offering memorandum, prospectus supplement or other offering document applicable to such Notes as the time of the initial sale thereofdate hereof; (8) to make allow any amendment Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the provisions of the Indenture relating to the transfer and legending of Notes; provided, however, that (a) compliance with the 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;or (9) to release Collateral a Guarantor upon its sale or designation as an Unrestricted Subsidiary or other permitted release from its Note Guarantee; provided that such sale, designation or release is in accordance with the Lien under the Security Document when permitted or required by the Security Documents, the Indenture or the Intercreditor Agreement; (10) to evidence and provide for the acceptance and appointment under the Indenture of a successor Trustee or Collateral Agent thereunder pursuant to the requirements thereof; (11) to release a Note Guarantor pursuant to the terms of Article 10; (12) to change or eliminate any of the applicable provisions of this Indenture; provided that any such change or elimination shall not be effective with respect to any outstanding Notes of any series created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision; or (13) to change or eliminate any provisions of this Indenture or the Notes to eliminate the effect of any Accounting Change or in the application thereof as described in the last paragraph of the definition of “GAAP.” The consent of the Holders of the Notes is not necessary to approve the particular form of any proposed amendment. It is sufficient if such consent approves the substance of the proposed amendment. Upon the request of the Issuers Company accompanied by a resolution of their respective boards its Board of directors Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee and of the Collateral Agent an Officers’ Certificate and an Opinion of Counsel pursuant to documents described in Section 9.067.02 hereof, the Trustee and the Collateral Agent shall will join with the Issuers Company and any Note the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee and the Collateral Agent shall will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture, the IssuersIssuer, the Trustee Guarantors and the Collateral Agent Trustee may amend or supplement this Indenture, the Intercreditor Agreement, any Note Guarantee, any Security Document Notes or the Notes Note Guarantees without the consent of any Holder of a NoteNotes: (1) to cure any ambiguity, omission, mistake, defect or inconsistency; (2) to provide for the assumption by a successor Person of the obligations of the Issuers or any Note Guarantor under the Indenture or the Security Documents; (3) to provide for uncertificated Notes in addition to or in place of certificated Notes (provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code)Notes; (43) to add Guarantees with respect to provide for the Notes or to add additional Collateral to secure the Notes and the Note Guarantees; (5) to add to the covenants assumption of the Issuers Issuer’s or any Note Guarantor for the benefit of a Guarantor’s obligations to the Holders of the Notes and Note Guarantees in the case of a merger or to surrender any right consolidation or power conferred upon sale of all or substantially all of the Issuers Issuer’s or any Note such Guarantor’s assets, as applicable; (64) to make any change that would provide any additional rights or benefits to the Holders of any series the Notes or that does not adversely affect the legal rights under this Indenture hereunder of any such Holder; (75) 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 a notation of a Note Guarantee to any provision of the Indenture, “Description of Notes” section of the Notes, any Note Guarantee, the Intercreditor Agreement or any Security Document Offering Memorandum to the description and terms extent that such text of this Indenture or such notation of a Note Guarantee was intended to reflect such provision of such “Description of Notes”, which intent shall be evidenced by an Officers’ Certificate; (7) to provide for the issuance of Additional Notes in accordance with the offering circular, offering memorandum, prospectus supplement or other offering document applicable to such Notes limitations set forth in this Indenture as the time of the initial sale thereofdate of this Indenture; (8) to make allow any amendment Guarantor to execute a supplemental indenture and/or a notation of a Note Guarantee with respect to the provisions Notes or to reflect the addition or release of the Indenture relating to the transfer and legending of Notes; provided, however, that (a) compliance a Note Guarantee in accordance with the 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 Notesthis Indenture; (9) to release Collateral from secure the Lien under Notes and/or the Security Document when permitted or required by the Security Documents, the Indenture or the Intercreditor Agreement;Note Guarantees; or (10) to evidence and provide for the acceptance and appointment under the Indenture of a successor Trustee or Collateral Agent thereunder pursuant to the requirements thereof; (11) to release a Note Guarantor pursuant to the terms of Article 10; (12) to change or eliminate any reorganization of the Issuer as any other form of entity, in accordance with the provisions of this Indenture; provided that any such change or elimination shall not be effective with respect to any outstanding Notes of any series created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision; or (13) to change or eliminate any provisions of this Indenture or the Notes to eliminate the effect of any Accounting Change or in the application thereof as described in the last paragraph of the definition of “GAAP.” The consent of the Holders of the Notes is not necessary to approve the particular form of any proposed amendment. It is sufficient if such consent approves the substance of the proposed amendmentSection 5.01 hereof. Upon the request of the Issuers accompanied by a resolution of their respective boards of directors authorizing the execution of any such amended or supplemental indentureIssuer, and upon receipt by the Trustee and of the Collateral Agent an Officers’ Certificate and an Opinion of Counsel pursuant to documents described in Section 9.069.06 hereof, the Trustee and the Collateral Agent shall will join with the Issuers Issuer and any Note the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture Section 9.01 and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee and the Collateral Agent shall will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture, the IssuersCompany, Holdings, the Trustee Guarantors and the Collateral Agent Trustee may amend or supplement this Indenture, the Intercreditor Agreement, any Note Guarantee, any Security Document Guarantees or the Notes without the consent of any Holder of a Noteto: (1a) to cure any ambiguity, omission, mistake, defect or inconsistency; (2b) to provide for the assumption by a successor Person of the obligations of the Issuers or any Note Guarantor under the Indenture or the Security Documents; (3) to provide for uncertificated Notes in addition to to, or in place of of, certificated Notes (provided that or to alter the uncertificated Notes are issued in registered provisions of Article 2 or the Appendix hereof relating to the form for purposes of Section 163(f) of the Code, or Notes (including the related definitions) in a manner such that does not materially adversely affect the uncertificated Notes are described in Section 163(f)(2)(B) legal rights of the Code)any Holder; (4c) to add Guarantees with respect provide for the assumption of the Company’s, Holdings’ or a Guarantor’s obligations to the Notes Holders by a successor to the Company, Holdings or a Guarantor pursuant to add additional Collateral to secure the Notes and the Note Guarantees;Article 5 or Article 11 hereof, (5d) to add to the covenants of the Issuers or any Note Guarantor for the benefit of the Holders of the Notes or to surrender any right or power conferred upon the Issuers or any Note Guarantor; (6) to make any change that would provide any additional rights or benefits to the Holders of any series or that does not adversely affect the legal rights under this Indenture hereunder of any such Holder; (7e) to conform the text comply with requirements of the Indenture, SEC in order to effect or maintain the Notes, any Note Guarantee, qualification of this Indenture under the Intercreditor Agreement or any Security Document to the description and terms of such Notes in the offering circular, offering memorandum, prospectus supplement or other offering document applicable to such Notes as the time of the initial sale thereofTIA; (8) f) provide for the issuance of Notes issued after the Issue Date in accordance with the limitations set forth in this Indenture; (g) allow any Guarantor to make any amendment execute a supplemental indenture and/or a Guarantee with respect to the provisions of the Indenture relating to the transfer and legending of Notes; provided, however, that (a) compliance with any such supplemental indenture and/or Guarantee need only be executed by the Indenture as so amended would not result in Notes being transferred in violation of Company, such Guarantor and 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 NotesTrustee; (9h) to release Collateral from the Lien under the Security Document when permitted or required by the Security Documents, the Indenture or the Intercreditor Agreement; (10) to evidence and provide for the acceptance and appointment under the Indenture issuance of a successor Trustee Exchange Notes or Collateral Agent thereunder pursuant to the requirements thereof; (11) to release a Note Guarantor pursuant to the terms of Article 10; (12) to change or eliminate any of the provisions of this Indenture; provided that any such change or elimination shall not be effective with respect to any outstanding Notes of any series created prior to the execution of such supplemental indenture that is entitled to the benefit of such provisionPrivate Exchange Notes; or (13i) to change or eliminate any provisions conform the text of this Indenture Indenture, the Guarantees or the Notes to eliminate any provision of the effect Description of any Accounting Change or Notes to the extent that such provision in the application thereof as described in Description of Notes was intended to be a verbatim recitation of a provision of this Indenture, the last paragraph of Guarantees or the definition of “GAAP.” The consent of the Holders of the Notes is not necessary to approve the particular form of any proposed amendment. It is sufficient if such consent approves the substance of the proposed amendmentNotes. Upon the request of the Issuers Company accompanied by a resolution of their respective boards its Board of directors Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Sections 7.02 and the Collateral Agent an Officers’ Certificate and an Opinion of Counsel pursuant to Section 9.0613.04 hereof, the Trustee and the Collateral Agent shall join with the Issuers Company, Holdings and any Note the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee and the Collateral Agent shall not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 10.02 of this Indenture, the IssuersCompany, the Trustee Guarantors and the Collateral Agent Trustee may amend or supplement this Indenture, the Intercreditor Agreement, any Note Guarantee, any Security Document Guarantees or the Notes without the consent of any Holder of a Note: (1a) to cure any ambiguity, omission, mistake, defect or inconsistency; provided, however, that such cure does not, in the good faith option of the Board of Directors, adversely affect the interests of the Holders in any material respect; (2) to provide for the assumption by a successor Person of the obligations of the Issuers or any Note Guarantor under the Indenture or the Security Documents; (3b) to provide for uncertificated Notes in addition to or in place of certificated Notes or to alter the provisions of Article 2 hereof (provided that including the uncertificated Notes are issued in registered form for purposes of Section 163(frelated definitions) of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code)does not materially adversely affect any Holder; (4c) to add Guarantees with respect provide for the assumption of the Company’s or a Guarantor’s obligations to the Holders of the Notes or to add additional Collateral to secure under the Indenture, the Notes and the Note GuaranteesGuarantee by a successor to the Company or a Guarantor pursuant to Article 6 or Article 12 hereof; (5) to add to the covenants of the Issuers or any Note Guarantor for the benefit of the Holders of the Notes or to surrender any right or power conferred upon the Issuers or any Note Guarantor; (6d) to make any change that would provide any additional rights or benefits to the Holders of any series the Notes or that does not adversely affect the legal rights under this Indenture of any such Holder; (7) to conform the text of the Indenturehereunder or under, the Notes, any the Note GuaranteeGuarantees, the Intercreditor Pledge Agreement or and the Collateral Documents of any Security Document to the description and terms of such Notes in the offering circular, offering memorandum, prospectus supplement or other offering document applicable to such Notes as the time Holder of the initial sale thereofNote; (8) e) to make comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; or (f) to allow any amendment Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the provisions Notes. In determining whether the Holders of the Indenture relating to required Principal Amount of Notes have concurred in any direction, waiver or consent under this Indenture, Notes owned by the transfer and legending of NotesCompany, or by any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company, shall be considered as though not outstanding; provided, however, that (a) compliance no Holder shall be deemed to be directly or indirectly controlling or controlled by or under direct or indirect common control with the Indenture as so amended would not result in Notes being transferred in violation Company solely by reason 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; (9) to release Collateral from the Lien under the Security Document when permitted or required by the Security Documents, the Indenture or the Intercreditor Agreement; (10) to evidence and provide for the acceptance and appointment under the Indenture of a successor Trustee or Collateral Agent thereunder pursuant to the requirements thereof; (11) to release a Note Guarantor pursuant to the terms of Article 10; (12) to change or eliminate any of the provisions of this Indenture; provided that any such change or elimination shall not be effective with respect to any outstanding Notes of any series created prior to the execution ownership of such supplemental indenture that is entitled Notes. A change in a defined term used in this Section shall be deemed to the benefit of such provision; or (13) be a change to change or eliminate any provisions of this Indenture or the Notes to eliminate the effect of any Accounting Change or in the application thereof as described in the last paragraph of the definition of “GAAP.” The consent of the Holders of the Notes is not necessary to approve the particular form of any proposed amendment. It is sufficient if such consent approves the substance of the proposed amendmentSection. Upon the request of the Issuers Company accompanied by a resolution of their respective boards its Board of directors Directors authorizing the execution of any such amended or supplemental indentureIndenture, and upon receipt by the Trustee and of the Collateral Agent an Officers’ Certificate and an Opinion of Counsel pursuant to documents described in Section 9.068.02 hereof, the Trustee and the Collateral Agent shall join with the Issuers Company and any Note the Guarantors in the execution of any amended or supplemental indenture Indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee and the Collateral Agent shall not be obligated to enter into such amended or supplemental indenture Indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture, the IssuersCompany, the Trustee Guarantors (except that existing Guarantors need not execute a supplemental indenture entered into for the purposes of Section 9.01(d)) and the Collateral Agent Trustee may amend or supplement this Indenture, the Intercreditor Agreement, any Note Guarantee, any Security Document Subsidiary Guarantees or the Notes without the consent of any Holder of a Note: (1a) to cure any ambiguity, omission, mistake, defect or inconsistencyinconsistency or to make a modification of a formal, minor or technical nature or to correct a manifest error; (2) to provide for the assumption by a successor Person of the obligations of the Issuers or any Note Guarantor under the Indenture or the Security Documents; (3b) to provide for uncertificated Notes in addition to or in place of certificated Notes or to alter the provisions of Article 2 hereof (provided that including the uncertificated Notes are issued in registered form for purposes of Section 163(frelated definitions) of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code)does not materially adversely affect any Holder; (4c) to provide for the assumption of the Company’s or a Guarantor’s obligations to the Holders of the Notes by a successor to the Company pursuant to Article 5 or hereof; (d) to add Guarantees with respect to the Notes or to add additional Collateral to secure the Notes and the Note Guarantees(which supplemental indenture need not be executed by existing Guarantors); (5e) to add to the covenants of the Issuers Company or any Note Guarantor for the benefit of the Holders of the Notes or to surrender any right or power conferred upon the Issuers Company or any Note Guarantor; (6f) to make any change that would provide any additional rights or benefits to the Holders of any series the Notes or that does not adversely affect the legal rights under this Indenture hereunder of any such HolderHolder of a Note; (7g) to conform the text comply with requirements of the Indenture, SEC in order to effect or maintain the Notes, any Note Guarantee, qualification of this Indenture under the Intercreditor Agreement or any Security Document to the description and terms of such Notes in the offering circular, offering memorandum, prospectus supplement or other offering document applicable to such Notes as the time of the initial sale thereofTIA; (8) to make any amendment to the provisions of the Indenture relating to the transfer and legending of Notes; provided, however, that (a) compliance with the 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; (9) to release Collateral from the Lien under the Security Document when permitted or required by the Security Documents, the Indenture or the Intercreditor Agreement; (10h) to evidence and provide for the acceptance and appointment under the this Indenture of a successor Trustee or Collateral Agent thereunder pursuant to the requirements thereofhereof; (11i) to release a Note Guarantor pursuant conform the text of this Indenture, the Notes or the Subsidiary Guarantees to any provision of the “Description of the Notes” section of the Offering Memorandum to the terms extent that such provision was intended to be a substantially verbatim recitation of Article 10this Indenture, the Notes or the Subsidiary Guarantees; (12j) to change provide for the issuance of exchange or eliminate any private exchange notes; (k) to provide for the issuance of the provisions of Additional Notes in accordance with this Indenture; provided that any such change or elimination shall not be effective with respect to any outstanding Notes of any series created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision; or (13l) to change or eliminate any add customary provisions allowing for the issuance of this Indenture or the Additional Notes to eliminate the effect of any Accounting Change or in the application thereof as described in the last paragraph of the definition of “GAAP.” The consent of the Holders of the Notes is not necessary to approve the particular form of any proposed amendment. It is sufficient if such consent approves the substance of the proposed amendmentinto escrow. Upon the request of the Issuers Company accompanied by a resolution of their respective boards its Board of directors Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee and of the Collateral Agent an Officers’ Certificate and an Opinion of Counsel pursuant to documents described in Section 9.067.02 hereof, the Trustee and the Collateral Agent shall join with the Issuers Company and any Note the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee and the Collateral Agent shall not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture, without the Issuersconsent of any Holder of Notes, the Trustee Company, the Guarantors and the Collateral Agent Trustee may amend or supplement this Indenture, the Intercreditor Agreement, any Note Guarantee, any Security Document Notes or the Notes without the consent of any Holder of a NoteNote Guarantees: (1a) to cure any ambiguity, omission, mistake, defect or inconsistency; (2) to provide for the assumption by a successor Person of the obligations of the Issuers or any Note Guarantor under the Indenture or the Security Documents; (3b) to provide for uncertificated Notes in addition to or in place of certificated Notes (provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code)Notes; (4c) to add provide for the assumption of the Company’s or a Guarantor’s obligations to Holders and Note Guarantees with respect to in the Notes case of a merger or to add additional Collateral to secure consolidation or disposition of all or substantially all of the Notes and the Note GuaranteesCompany’s or such Guarantor’s properties or assets, as applicable; (5) to add to the covenants of the Issuers or any Note Guarantor for the benefit of the Holders of the Notes or to surrender any right or power conferred upon the Issuers or any Note Guarantor; (6d) to make any change that would provide any additional rights or benefits to the Holders of any series Notes or that does not adversely affect the legal rights under this Indenture of any such Holder, including to comply with requirements of the SEC or DTC in order to maintain the transferability of the Notes pursuant to Rule 144A or Regulation S; (7e) to conform the text of the this Indenture, the Notes, 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 Notes in accordance with the limitations set forth in this Indenture as of the date hereof; (g) to secure the Notes or the Note Guarantees pursuant to the requirements of Section 4.12 hereof; (h) to add any additional Guarantor or to evidence the release of any Guarantor from its Note Guarantee, the Intercreditor Agreement or any Security Document to the description and terms of such Notes in the offering circular, offering memorandum, prospectus supplement or other offering document applicable to such Notes each case as the time of the initial sale thereofprovided in this Indenture; (8) to make any amendment to the provisions of the Indenture relating to the transfer and legending of Notes; provided, however, that (a) compliance with the 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; (9) to release Collateral from the Lien under the Security Document when permitted or required by the Security Documents, the Indenture or the Intercreditor Agreement; (10i) to evidence and or provide for the acceptance and of appointment under the this Indenture of a successor Trustee or Collateral Agent thereunder pursuant to the requirements thereof; (11) to release a Note Guarantor pursuant to the terms of Article 10; (12) to change or eliminate any of the provisions of this Indenture; provided that any such change or elimination shall not be effective with respect to any outstanding Notes of any series created prior to the execution of such supplemental indenture that is entitled to the benefit of such provisionTrustee; or (13j) to change make any provision with respect to matters or eliminate any provisions of questions arising under this Indenture or Indenture, the Notes to eliminate or any Note Guarantee; provided that such provisions shall not adversely affect the effect of any Accounting Change or in the application thereof as described in the last paragraph of the definition of “GAAP.” The consent interest of the Holders of the Notes is not necessary to approve the particular form of in any proposed amendment. It is sufficient if such consent approves the substance of the proposed amendmentmaterial respect. Upon the request of the Issuers accompanied by a resolution of their respective boards of directors authorizing the execution of any such amended or supplemental indentureCompany, and upon receipt by the Trustee and of the Collateral Agent an Officers’ Certificate and an Opinion of Counsel pursuant to documents described in Section 9.067.02 hereof, the Trustee and the Collateral Agent shall will join with the Issuers Company and any Note the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee and the Collateral Agent shall will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture, the Issuers, the Trustee Guarantors and the Collateral Agent Trustee may amend or supplement this Indenture, the Intercreditor Agreement, any Note Guarantee, any Security Document Indenture or the Notes or the Note Guarantees without the consent of any Holder of a NoteNotes: (1) to cure any ambiguity, omission, mistake, defect or inconsistency; (2) to provide for the assumption by a successor Person of the obligations of the Issuers or any Note Guarantor under the Indenture or the Security Documents; (3) to provide for uncertificated Notes in addition to or in place of certificated Notes (provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code)Notes; (43) to add Guarantees with respect to provide for the Notes or to add additional Collateral to secure the Notes and the Note Guarantees; (5) to add to the covenants assumption of the Issuers Issuers’ or any Note Guarantor for the benefit of a Guarantor’s obligations to the Holders of the Notes and Note Guarantees in the case of a merger or to surrender any right consolidation or power conferred upon sale of all or substantially all of the Issuers Issuers’ or any Note Guarantorsuch Guarantors’ properties or assets, as applicable; (64) to make any change that would provide any additional rights or benefits to the Holders of any series the Notes or that does not adversely affect the legal rights under this Indenture hereunder of any such Holder; (75) 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 Indenture, Note Guarantees to any provision of the “Description of Notes, any Note Guarantee, ” section of the Intercreditor Agreement or any Security Document Issuers’ Offering Memorandum to the description and terms extent that such text of this Indenture or the Note Guarantees was intended to reflect such provision of the “Description of Notes”; (7) to provide for the issuance of Additional Notes in accordance with the offering circular, offering memorandum, prospectus supplement or other offering document applicable to such Notes limitations set forth in this Indenture as the time of the initial sale thereofdate hereof; (8) to make allow any amendment Guarantor to execute a supplemental indenture and/or a notation of Note Guarantee with respect to the provisions Notes or to reflect the addition or release of the Indenture relating to the transfer and legending of Notes; provided, however, that (a) compliance a Note Guarantee in accordance with the 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 Notesthis Indenture; (9) to release Collateral from secure the Lien under Notes and/or the Security Document when permitted or required by the Security Documents, the Indenture or the Intercreditor Agreement;Note Guarantees; or (10) to evidence and provide for the acceptance and appointment under the Indenture reorganization of a successor Trustee or Collateral Agent thereunder pursuant to the requirements thereof; (11) to release a Note Guarantor pursuant to the terms of Article 10; (12) to change or eliminate Regency Energy Partners as any of the provisions of this Indenture; provided that any such change or elimination shall not be effective with respect to any outstanding Notes of any series created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision; or (13) to change or eliminate any provisions of this Indenture or the Notes to eliminate the effect of any Accounting Change or in the application thereof as described in the last paragraph of the definition of “GAAP.” The consent of the Holders of the Notes is not necessary to approve the particular other form of any proposed amendment. It is sufficient if such consent approves the substance of the proposed amendmententity, in accordance with Section 5.01(b). Upon the request of the Issuers accompanied by a resolution resolutions of their respective boards Boards of directors Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee and of the Collateral Agent an Officers’ Certificate and an Opinion of Counsel pursuant to documents described in Section 9.069.06 hereof, the Trustee and the Collateral Agent shall will join with the Issuers and any Note the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee and the Collateral Agent shall will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 10.02 of this Supplemental Indenture, the Issuers, Issuers and the Subsidiary Guarantors and the Trustee and the Collateral Agent may amend or supplement this the Indenture, the Intercreditor AgreementGuarantees, any Note Guarantee, any Security Document or the Notes without the consent of any Holder of a Note: (1a) to cure any ambiguity, omission, mistake, defect or inconsistency; (2) to provide for the assumption by a successor Person of the obligations of the Issuers or any Note Guarantor under the Indenture or the Security Documents; (3b) to provide for uncertificated Notes in addition to or in place of certificated Notes (provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code)Certificated Notes; (4c) to add Guarantees with respect to the Notes or to add additional Collateral to secure the Notes and the Note Guarantees; (5) to add to the covenants of the Issuers or any Note Guarantor provide for the benefit 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 or Subsidiary Guarantor’s properties or assets pursuant to surrender any right or power conferred upon the Issuers or any Note GuarantorArticle VI hereof; (6d) to add or release Subsidiary Guarantors pursuant to the terms of the Indenture; (e) to make any change that would provide any additional rights or benefits to the Holders of the Notes or surrender any series right or power conferred upon the Issuers or the Subsidiary Guarantors by the Indenture that does not adversely affect the legal rights under this Indenture of any such Holder; (7) to conform the text of the Indenture, the Notes, any Note Guarantee, the Intercreditor Agreement or any Security Document to the description and terms of such Notes in the offering circular, offering memorandum, prospectus supplement or other offering document applicable to such Notes as the time of the initial sale thereof; (8) to make any amendment to the provisions of the Indenture relating to the transfer and legending of Notes; provided, however, that (a) compliance with the 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 hereunder of Holders any Holder of the Notes, provided that any change to transfer Notesconform the Indenture to the Prospectus shall not be deemed to materially adversely affect such rights; (9f) to release Collateral from provide for the Lien under issuance of additional Notes in accordance with the Security Document when permitted or required by limitations set forth in the Security Documents, the Indenture or the Intercreditor AgreementIndenture; (10g) to comply with requirements of the SEC in order to effect or maintain the qualification of the Indenture under the TIA; (h) to evidence and or provide for the acceptance and of appointment under the Indenture of a successor Trustee or Collateral Agent thereunder pursuant to the requirements thereofTrustee; (11i) to release a Note Guarantor pursuant to the terms add any additional Events of Article 10Default; (12j) to change or eliminate any of secure the provisions of this Indenture; provided that any such change or elimination shall not be effective with respect to any outstanding Notes of any series created prior to and/or the execution of such supplemental indenture that is entitled to the benefit of such provisionGuarantees; or (13k) to change or eliminate any provisions of this Indenture or provide for the Notes to eliminate the effect of any Accounting Change or in the application thereof as described in the last paragraph reorganization of the definition of “GAAP.” The consent of the Holders of the Notes is not necessary to approve the particular Partnership as any other form of any proposed amendment. It is sufficient if such consent approves the substance of the proposed amendmententity in accordance with Section 6.01(b). Upon the request of the Issuers accompanied by a resolution of their respective boards the Board of directors Directors of the General Partner (in the case of the Partnership), and of the Board of Directors of MarkWest Finance and each of the Subsidiary Guarantors (in the case of MarkWest Finance and the Subsidiary Guarantors), authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee and of the Collateral Agent an Officers’ Certificate and an Opinion of Counsel pursuant to documents described in Section 9.0610.06 hereof, the Trustee and the Collateral Agent shall join with the Issuers and any Note each of the Subsidiary Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this the Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee and the Collateral Agent shall not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this the Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 12.02 of this Indenture, the IssuersCompany, the Trustee Guarantors and the Collateral Agent Trustee may amend or supplement this Indenture, the Intercreditor Agreement, any Note Guarantee, any Security Document Guarantees or the Notes Notes, the Collateral Agent, the Company and the Guarantors may amend or supplement the Collateral Documents, without the consent of any Holder of a Note: (1a) to cure any ambiguity, omission, mistake, defect or inconsistency; provided, however, that such cure does not, in the good faith opinion of the Board of Directors, adversely affect the interests of the Holders in any material respect; (2) to provide for the assumption by a successor Person of the obligations of the Issuers or any Note Guarantor under the Indenture or the Security Documents; (3b) to provide for uncertificated Notes in addition to or in place of certificated Notes or to alter the provisions of ARTICLE 2 hereof (provided that including the uncertificated Notes are issued in registered form for purposes of Section 163(frelated definitions) of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code)does not materially adversely affect any Holder; (4c) to add Guarantees with respect provide for the assumption of the Company’s or a Guarantor’s obligations to the Holders of the Notes or to add additional Collateral to secure under this Indenture, the Notes and the Note GuaranteesGuarantee by a successor to the Company or a Guarantor pursuant to ARTICLE 6 or ARTICLE 14 hereof; (5) to add to the covenants of the Issuers or any Note Guarantor for the benefit of the Holders of the Notes or to surrender any right or power conferred upon the Issuers or any Note Guarantor; (6d) to make any change that would provide any additional rights or benefits to the Holders of any series the Notes or that does not adversely affect the legal rights under this Indenture of any such Holder; (7) to conform the text of the Indenturehereunder or under, the Notes, the Note Guarantees, and the Collateral Documents of any Note Guarantee, the Intercreditor Agreement or any Security Document to the description and terms of such Notes in the offering circular, offering memorandum, prospectus supplement or other offering document applicable to such Notes as the time Holder of the initial sale thereofNote; (8) e) to make comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; or (f) to allow any amendment Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the provisions Notes. In determining whether the Holders of the Indenture relating requisite Principal Amount of outstanding Notes are present at a meeting of Holders of Notes for quorum purposes or have consented to or voted in favor of any request, demand, authorization, direction, notice, consent, waiver, amendment or modification hereunder, Notes held for the transfer account of the Company, or for any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company, shall be disregarded and legending of Notesdeemed not to be outstanding; provided, however, that (a) compliance no Holder shall be deemed to be directly or indirectly controlling or controlled by or under direct or indirect common control with the Indenture as so amended would not result in Notes being transferred in violation Company solely by reason 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; (9) to release Collateral from the Lien under the Security Document when permitted or required by the Security Documents, the Indenture or the Intercreditor Agreement; (10) to evidence and provide for the acceptance and appointment under the Indenture of a successor Trustee or Collateral Agent thereunder pursuant to the requirements thereof; (11) to release a Note Guarantor pursuant to the terms of Article 10; (12) to change or eliminate any of the provisions of this Indenture; provided that any such change or elimination shall not be effective with respect to any outstanding Notes of any series created prior to the execution ownership of such supplemental indenture that is entitled Notes. A change in a defined term used in this Section shall be deemed to the benefit of such provision; or (13) be a change to change or eliminate any provisions of this Indenture or the Notes to eliminate the effect of any Accounting Change or in the application thereof as described in the last paragraph of the definition of “GAAP.” The consent of the Holders of the Notes is not necessary to approve the particular form of any proposed amendment. It is sufficient if such consent approves the substance of the proposed amendmentSection. Upon the request of the Issuers Company accompanied by a resolution of their respective boards its Board of directors Directors authorizing the execution of any such amended or supplemental indentureIndenture, and upon receipt by the Trustee and of the Collateral Agent an Officers’ Certificate and an Opinion of Counsel pursuant to documents described in Section 9.0612.06 hereof, the Trustee and the Collateral Agent shall join with the Issuers Company and any Note the Guarantors in the execution of any amended or supplemental indenture Indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee and the Collateral Agent shall not be obligated to enter into such amended or supplemental indenture Indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture, the IssuersCompany, the Trustee Guarantors and the Collateral Agent Trustee may amend or supplement this Indenture, the Intercreditor Agreement, any Note Guarantee, any Security Document Guarantees or the Notes without the consent of any Holder of a NoteHolder: (1a) to cure any ambiguity, omission, mistake, defect or inconsistency; (2) to provide for the assumption by a successor Person of the obligations of the Issuers or any Note Guarantor under the Indenture or the Security Documents; (3b) to provide for uncertificated Notes in addition to to, or in place of of, certificated Notes (provided that or to alter the uncertificated Notes are issued in registered provisions of Article 2 or the Appendix hereof relating to the form for purposes of Section 163(f) of the Code, or Notes (including the related definitions) in a manner such that does not materially adversely affect the uncertificated Notes are described in Section 163(f)(2)(B) legal rights of the Code)any Holder; (4c) to add Guarantees with respect provide for the assumption of the Company’s, Holdings’ or a Guarantor’s obligations to the Notes Holders by a successor to the Company, Holdings or a Guarantor pursuant to add additional Collateral to secure the Notes and the Note Guarantees;Article 5 or Article 11 hereof, (5) to add to the covenants of the Issuers or any Note Guarantor for the benefit of the Holders of the Notes or to surrender any right or power conferred upon the Issuers or any Note Guarantor; (6d) to make any change that would provide any additional rights or benefits to the Holders of any series or that does not adversely affect the legal rights under this Indenture hereunder of any such Holder; (7e) to conform the text comply with requirements of the Indenture, SEC in order to effect or maintain the Notes, any Note Guarantee, qualification of this Indenture under the Intercreditor Agreement or any Security Document to the description and terms of such Notes in the offering circular, offering memorandum, prospectus supplement or other offering document applicable to such Notes as the time of the initial sale thereofTIA; (8) f) to make provide for the issuance of Notes issued after the Issue Date in accordance with the limitations set forth in this Indenture; (g) to allow any amendment Guarantor to execute a supplemental indenture and/or a Guarantee with respect to the provisions of the Indenture relating to the transfer and legending of Notes; provided, however, that (a) compliance with any such supplemental indenture and/or Guarantee need only be executed by the Indenture as so amended would not result in Notes being transferred in violation of Company, such Guarantor and 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 NotesTrustee; (9h) to release Collateral from the Lien under the Security Document when permitted or required by the Security Documents, the Indenture or the Intercreditor Agreement; (10) to evidence and provide for the acceptance and appointment under the Indenture issuance of a successor Trustee Exchange Notes or Collateral Agent thereunder pursuant to the requirements thereof; (11) to release a Note Guarantor pursuant to the terms of Article 10; (12) to change or eliminate any of the provisions of this Indenture; provided that any such change or elimination shall not be effective with respect to any outstanding Notes of any series created prior to the execution of such supplemental indenture that is entitled to the benefit of such provisionPrivate Exchange Notes; or (13i) to change or eliminate any provisions conform the text of this Indenture Indenture, the Guarantees or the Notes to eliminate any provision of the effect Description of any Accounting Change or Notes to the extent that such provision in the application thereof as described in Description of Notes was intended to be a verbatim recitation of a provision of this Indenture, the last paragraph of Guarantees or the definition of “GAAP.” The consent of the Holders of the Notes is not necessary to approve the particular form of any proposed amendment. It is sufficient if such consent approves the substance of the proposed amendmentNotes. Upon the request of the Issuers Company accompanied by a resolution of their respective boards its Board of directors Directors authorizing the execution of any such amended or supplemental indentureIndenture, and upon receipt by the Trustee of the documents described in Sections 7.02 and the Collateral Agent an Officers’ Certificate and an Opinion of Counsel pursuant to Section 9.0613.04 hereof, the Trustee and the Collateral Agent shall join with the Issuers Company, Holdings and any Note the Guarantors in the execution of any amended or supplemental indenture Indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee and the Collateral Agent shall not be obligated to enter into such amended or supplemental indenture Indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenturehereof, the Issuers, the Trustee Guarantors and the Collateral Agent Trustee may amend or supplement this Indenture, the Intercreditor Agreement, any Note Guarantee, any Security Document Notes or the Notes Note Guarantees without the consent of any Holder of a NoteNotes: (1) to cure any ambiguity, omission, mistake, defect or inconsistency; (2) to provide for the assumption by a successor Person of the obligations of the Issuers or any Note Guarantor under the Indenture or the Security Documents; (3) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3) to provide for the assumption of an Issuer’s or a Guarantor’s obligations to Holders of Notes (provided that and Note Guarantees in the uncertificated Notes are issued in registered form for purposes case of Section 163(f) a merger or consolidation or sale of the Codeall or substantially all of such Issuer’s or Guarantor’s properties or assets, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code)as applicable; (4) to add Guarantees with respect to the Notes or to add additional Collateral to secure the Notes and the Note Guarantees; (5) to add to the covenants of the Issuers or any Note Guarantor for the benefit of the Holders of the Notes or to surrender any right or power conferred upon the Issuers or any Note Guarantor; (6) to make any change that would provide any additional rights or benefits to the Holders of any series Notes or that does not adversely affect the legal rights under this Indenture of any such Holder; (75) 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 the Indenture, the Notes, any Note Guarantee, the Intercreditor Agreement or any Security Document to the description and terms of such Notes in the offering circular, offering memorandum, prospectus supplement or other offering document applicable to such Notes as the time of the initial sale thereof; (8) to make any amendment to the provisions of the Indenture relating to the transfer and legending of Notes; provided, however, that (a) compliance with the 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; (9) to release Collateral from the Lien under the Security Document when permitted or required by the Security Documents, the Indenture or the Intercreditor Agreement; (10) to evidence and provide for the acceptance and appointment under the Indenture of a successor Trustee or Collateral Agent thereunder pursuant to the requirements thereof; (11) to release a Note Guarantor pursuant to the terms of Article 10; (12) to change or eliminate any of the provisions of this Indenture; provided that any such change or elimination shall not be effective with respect to any outstanding Notes of any series created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision; or (13) to change or eliminate any provisions of this Indenture or the Notes to eliminate any provision of the “Description of Notes” section of the Issuers’ Offering Memorandum dated June 24, 2014, to the extent that such provision in that “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Notes or the Note Guarantees; (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 secure the Notes or any Note Guarantees; (9) to add any Note Guarantees or to effect the release of any Accounting Change Guarantor from its Note Guarantee and the termination of such Note Guarantee, all in accordance with the provisions of this Indenture governing such release and termination; or (10) to evidence or in provide for the application thereof as described in the last paragraph acceptance of the definition appointment under this Indenture of “GAAP.” The consent of the Holders of the Notes is not necessary to approve the particular form of any proposed amendment. It is sufficient if such consent approves the substance of the proposed amendmenta successor Trustee. Upon the request of the Issuers accompanied by a resolution resolutions of their respective boards Boards of directors Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee and of the Collateral Agent an Officers’ Certificate and an Opinion of Counsel pursuant to documents described in Section 9.067.02 hereof, the Trustee and the Collateral Agent shall will join with the Issuers and any Note the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee and the Collateral Agent shall will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture, the IssuersCompany, the Trustee Guarantors and the Collateral Agent Trustee may amend or supplement this Indenture, the Intercreditor Agreement, any Note Guarantee, any Security Document Notes or the Notes Note Guarantees without notice to or the consent of any Holder of a Notethe Notes to: (1a) to cure any ambiguity, omission, mistake, defect or inconsistency; (2) to provide for the assumption by a successor Person of the obligations of the Issuers or any Note Guarantor under the Indenture or the Security Documents; (3b) to provide for uncertificated Notes in addition to or in place of certificated Notes (provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code)Notes; (4c) to add Guarantees with respect to provide for the Notes or to add additional Collateral to secure the Notes and the Note Guarantees; (5) to add to the covenants assumption of the Issuers Company’s or any Note Guarantor for the benefit of a Guarantor’s obligations to the Holders of the Notes and Note Guarantees by a successor to the Company or such Guarantor pursuant to surrender any right Article 5 or power conferred upon the Issuers or any Note GuarantorArticle 10 hereof; (6d) to make any change that would provide any additional rights or benefits to Holders the holders of any series Notes or that does not adversely affect the legal rights under this Indenture hereunder of any such Holder; (7e) 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 the this Indenture, the Notes and the Note Guarantees and the form or terms of the Notes to the “Description of Notes, any Note Guarantee” section as set forth in the Offering Memorandum to the extent that such description was intended to be a verbatim recitation of a provision in this Indenture, the Intercreditor Agreement Notes or any Security Document the Note Guarantees, which intent will be evidenced by an Officer’s Certificate to the description and terms of such Notes in the offering circular, offering memorandum, prospectus supplement or other offering document applicable to such Notes as the time of the initial sale thereofthat effect; (8) g) to make any amendment to provide for the provisions issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the Indenture relating to the transfer and legending date of Notes; provided, however, that (a) compliance with the 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 Notesthis Indenture; (9h) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes or the Exchange Notes and the related Note Guarantees thereof that may be issued as required by the Registration Rights Agreement; (i) to release Collateral a Guarantor from its Note Guarantee pursuant to the Lien under the Security Document terms of this Indenture when permitted or required by pursuant to the Security Documents, the Indenture or the Intercreditor Agreementterms of this Indenture; (10j) to secure the Notes or the Exchange Notes and the related Note Guarantees or add covenants for the benefit of the Holders or to surrender any right or power conferred upon the Company or any Guarantor; (k) to evidence and provide for the acceptance and appointment under the this Indenture of a successor Trustee or Collateral Agent thereunder pursuant to the requirements thereof;hereof; or (11l) to release a Note Guarantor pursuant make any amendment to the terms of Article 10; (12) to change or eliminate any of the provisions of this Indenture; provided that any such change or elimination shall not be effective with respect to any outstanding Notes of any series created prior Indenture relating to the execution transfer or legending of such supplemental indenture that is entitled to the benefit of such provision; or (13) to change or eliminate any provisions of this Indenture or the Notes or to eliminate provide for the effect issuance of any Accounting Change Exchange Notes or in the application thereof as described in the last paragraph of the definition of “GAAP.” private Exchange Notes, which are identical to Exchange Notes except that they are not freely transferable. The consent of the Holders of the Notes is not necessary to approve the particular form of any proposed amendment. It is shall be sufficient if such consent approves the substance of the proposed amendment. Upon the request of the Issuers accompanied by a resolution of their respective boards of directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee and the Collateral Agent an Officers’ Certificate and an Opinion of Counsel pursuant to Section 9.06, the Trustee and the Collateral Agent shall join with the Issuers and any Note Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee and the Collateral Agent shall not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture, the Issuers, any Parent Guarantor and the Trustee and the Collateral Agent may amend or supplement this Indenture, the Intercreditor Agreement, Notes or any Note Guarantee, any Security Document or the Notes Guarantee without the consent of any Holder of a Note: (1) to cure any ambiguity, omission, mistake, defect or inconsistency; (2) to provide for the assumption by a successor Person of the obligations of the Issuers or any Note Guarantor under the Indenture or the Security Documents; (3) to provide for uncertificated Notes in addition to or in place of certificated Notes Notes; (provided that 3) to provide for or confirm the uncertificated Notes are issued in registered form for purposes issuance 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)Additional Notes; (4) to add Guarantees with respect provide for the assumption of the Issuers’ or any Parent Guarantor’s obligations to Holders of Notes in the Notes case of a merger or consolidation or sale of all or substantially all of the assets of the Issuers pursuant to add additional Collateral to secure the Notes and the Note GuaranteesArticle 5; (5) to add to release any Subsidiary Guarantee in accordance with the covenants provisions of the Issuers or any Note Guarantor for the benefit of the Holders of the Notes or to surrender any right or power conferred upon the Issuers or any Note Guarantorthis Indenture; (6) to make any change that would provide any additional rights or benefits to the Holders of any series Notes or that does not adversely affect the legal rights under this Indenture of any such Holder; (7) to conform the text of the Indenture, the Notes, any Note Guarantee, the Intercreditor Agreement or any Security Document to the description and terms of such Notes in the offering circular, offering memorandum, prospectus supplement or other offering document applicable to such Notes as the time of the initial sale thereof;add a guarantor; or (8) to make any amendment to the provisions comply with requirements of the Indenture relating SEC in order to effect or maintain the transfer and legending of Notes; provided, however, that (a) compliance with the 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; (9) to release Collateral from the Lien under the Security Document when permitted or required by the Security Documents, the Indenture or the Intercreditor Agreement; (10) to evidence and provide for the acceptance and appointment under the Indenture of a successor Trustee or Collateral Agent thereunder pursuant to the requirements thereof; (11) to release a Note Guarantor pursuant to the terms of Article 10; (12) to change or eliminate any of the provisions of this Indenture; provided that any such change or elimination shall not be effective with respect to any outstanding Notes of any series created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision; or (13) to change or eliminate any provisions qualification of this Indenture under the TIA or the Notes to eliminate the effect of any Accounting Change or in the application thereof otherwise as described in the last paragraph of the definition of “GAAP.” The consent of the Holders of the Notes is not necessary to approve the particular form of any proposed amendment. It is sufficient if such consent approves the substance of the proposed amendmentcomply with applicable law. Upon the request of the Issuers and any Parent Guarantor accompanied by a resolution of their respective boards of directors or the Board of Directors of CCI authorizing the execution of any such amended or supplemental indentureIndenture, Notes or Note Guarantee (or an amendment or supplement of any of the foregoing), and upon receipt by the Trustee and of the Collateral Agent an Officers’ Certificate and an Opinion of Counsel pursuant to documents described in Section 9.067.02, the Trustee and the Collateral Agent shall join with the Issuers and any Note Guarantors Parent Guarantor in the execution of any amended or supplemental indenture Indenture, Notes or Note Guarantee authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee and the Collateral Agent shall not be obligated to enter into such amended or supplemental indenture Indenture, Notes or Note Guarantee that affects its own rights, duties or immunities under this Indenture Indenture, Notes, or Note Guarantee or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture, the Issuers, the Trustee Guarantors and the Collateral Agent Trustee may amend or supplement this Indenture, the Intercreditor Agreement, any Note Guarantee, any Security Document Indenture or the Notes or the Note Guarantees without the consent of any Holder of a NoteNotes: (1) to cure any ambiguity, omission, mistake, defect or inconsistency; (2) to provide for the assumption by a successor Person of the obligations of the Issuers or any Note Guarantor under the Indenture or the Security Documents; (3) to provide for uncertificated Notes in addition to or in place of certificated Notes (provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code)Notes; (43) to add Guarantees with respect to provide for the Notes or to add additional Collateral to secure the Notes and the Note Guarantees; (5) to add to the covenants assumption of the Issuers Issuers’ or any Note Guarantor for the benefit of a Guarantor’s obligations to the Holders of the Notes and Note Guarantees in the case of a merger or to surrender any right consolidation or power conferred upon sale of all or substantially all of the Issuers Issuers’ or any Note Guarantorsuch Guarantors’ properties or assets, as applicable; (64) to make any change that would provide any additional rights or benefits to the Holders of any series the Notes or that does not adversely affect the legal rights under this Indenture hereunder of any such Holder; (75) 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 Indenture, Note Guarantees to any provision of the “Description of the Notes” section of the Issuers’ prospectus supplement dated October 13, any Note Guarantee, 2010 (the Intercreditor Agreement or any Security Document “Prospectus Supplement”) to the description base prospectus included in the Issuers’ registration statement on Form S-3 (File No. 333-169901) relating to the issuance and terms sale of the Initial Notes, to the extent that such text of this Indenture or the Note Guarantees was intended to reflect such provision of the “Description of the Notes”; (7) to provide for the issuance of Additional Notes in accordance with the offering circular, offering memorandum, prospectus supplement or other offering document applicable to such Notes limitations set forth in this Indenture as the time of the initial sale thereofdate hereof; (8) to make allow any amendment Guarantor to execute a supplemental indenture and/or a notation of Note Guarantee with respect to the provisions Notes or to reflect the addition or release of the Indenture relating to the transfer and legending of Notes; provided, however, that (a) compliance a Note Guarantee in accordance with the 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 Notesthis Indenture; (9) to release Collateral from secure the Lien under Notes and/or the Security Document when permitted or required by the Security Documents, the Indenture or the Intercreditor Agreement;Note Guarantees; or (10) to evidence and provide for the acceptance and appointment under the Indenture reorganization of a successor Trustee or Collateral Agent thereunder pursuant to the requirements thereof; (11) to release a Note Guarantor pursuant to the terms of Article 10; (12) to change or eliminate Regency Energy Partners as any of the provisions of this Indenture; provided that any such change or elimination shall not be effective with respect to any outstanding Notes of any series created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision; or (13) to change or eliminate any provisions of this Indenture or the Notes to eliminate the effect of any Accounting Change or in the application thereof as described in the last paragraph of the definition of “GAAP.” The consent of the Holders of the Notes is not necessary to approve the particular other form of any proposed amendment. It is sufficient if such consent approves the substance of the proposed amendmententity, in accordance with Section 10.01(b) hereof. Upon the request of the Issuers accompanied by a resolution resolutions of their respective boards Boards of directors Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee and of the Collateral Agent an Officers’ Certificate and an Opinion of Counsel pursuant to documents described in Section 9.069.06 hereof, the Trustee and the Collateral Agent shall will join with the Issuers and any Note the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee and the Collateral Agent shall will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 of hereof, the Issuer, any Guarantor (with respect to a Guarantee or this Indenture, the Issuers, ) and the Trustee and the Collateral Agent may amend or supplement this Indenture, the Intercreditor Agreement, Indenture and any Note Guarantee, any Security Document Guarantee or the Notes or other agreements or instruments entered into by the Issuer in connection with this Indenture without the consent of any Holder of a NoteHolder: (1) to cure any ambiguity, omission, mistake, defect or inconsistency; (2) to provide for the assumption by a successor Person of the obligations of the Issuers or any Note Guarantor under the Indenture or the Security Documents; (3) to provide for uncertificated Notes in addition to or in place of certificated Notes Notes; (provided that 3) to provide for the uncertificated Notes are issued in registered form for purposes of Section 163(f) assumption of the Code, Issuer's obligations to Holders of Notes in the case of a merger or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) consolidation or sale of all or substantially all of the Code)Issuer's assets; (4) to add Guarantees with respect to the Notes or to add additional Collateral to secure the Notes and the Note Guarantees; (5) to add to the covenants of the Issuers or any Note Guarantor for the benefit of the Holders of the Notes or to surrender any right or power conferred upon the Issuers or any Note Guarantor; (6) to make any change that would provide any additional rights or benefits to the Holders of any series Notes or that does not adversely affect the legal rights under this Indenture of any such Holder; (75) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act; (6) to conform the text of the this Indenture, the Subsidiary Guarantees or the Notes to any provision of the "Description of Notes, any Note Guarantee" to the extent that such provision in the "Description of Notes" was intended to be a verbatim recitation of a provision of this Indenture, the Intercreditor Agreement Subsidiary Guarantees or any Security Document the Notes; (7) to provide for the description and terms issuance of such Additional Notes in accordance with the offering circular, offering memorandum, prospectus supplement or other offering document applicable to such Notes as the time of the initial sale thereoflimitations set forth in this Indenture; (8) to make allow any amendment Guarantor to execute a supplemental indenture and/or a Subsidiary Guarantee with respect to the provisions of the Indenture relating to the transfer and legending of Notes; provided, however, that (a) compliance with the 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; (9) to release Collateral from comply with the Lien under the Security Document when permitted or required by the Security Documents, the Indenture or the Intercreditor Agreement;rules of any applicable securities depository; and (10) to evidence and provide for the acceptance and appointment under the Indenture of add a successor Trustee co-issuer or Collateral Agent thereunder pursuant to the requirements thereof; (11) to release a Note Guarantor pursuant to the terms of Article 10; (12) to change or eliminate any co-obligor of the provisions of this Indenture; provided that any such change or elimination shall not be effective with respect to any outstanding Notes of any series created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision; or (13) to change or eliminate any provisions of this Indenture or the Notes to eliminate the effect of any Accounting Change or in the application thereof as described in the last paragraph of the definition of “GAAP.” The consent of the Holders of the Notes is not necessary to approve the particular form of any proposed amendment. It is sufficient if such consent approves the substance of the proposed amendmentNotes. Upon the request of the Issuers Issuer accompanied by a resolution of their respective boards its board of directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee and of the Collateral Agent an Officers’ Certificate and an Opinion of Counsel pursuant to documents described in Section 9.069.06 hereof, the Trustee and the Collateral Agent shall join with the Issuers Issuer and any Note the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee and the Collateral Agent shall not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture, the IssuersCompany, the Trustee Guarantors and the Collateral Agent Trustee may amend or supplement this Indenture, the Intercreditor Agreement, any Note Guarantee, any Security Document Indenture or the Notes or the Note Guarantees without the consent of any Holder of a Note: (1) to cure any ambiguity, omission, mistake, defect or inconsistency; (2) to provide for the assumption by a successor Person of the obligations of the Issuers or any Note Guarantor under the Indenture or the Security Documents; (3) to provide for uncertificated Notes in addition to or in place of certificated Notes (provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code)Notes; (43) to add Guarantees with respect to provide for the Notes or to add additional Collateral to secure the Notes and the Note Guarantees; (5) to add to the covenants assumption of the Issuers Company’s or any Note Guarantor for the benefit of a Guarantor’s obligations to the Holders of the Notes and Note Guarantees by a successor to the Company or such Guarantor pursuant to surrender any right Article 5 or power conferred upon the Issuers or any Note GuarantorArticle 10 hereof; (64) to make any change that would provide any additional rights or benefits to the Holders of any series the Notes or that does not adversely affect the legal rights under hereunder of any Holder; (5) 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 Notes” section of the Company’s Offering Memorandum dated September 28, 2006, relating to the initial offering of the Notes, to the extent that such Holderprovision in that “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Note Guarantees or the Notes; (7) to conform provide for the text issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the Indenture, the Notes, any Note Guarantee, the Intercreditor Agreement or any Security Document to the description and terms of such Notes in the offering circular, offering memorandum, prospectus supplement or other offering document applicable to such Notes as the time of the initial sale thereofdate hereof; (8) to make allow any amendment Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the provisions of the Indenture relating to the transfer and legending of Notes; provided, however, that (a) compliance with the 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; (9) to release Collateral from secure the Lien under the Security Document when permitted Notes or required by the Security Documents, the Indenture or the Intercreditor Agreement;any Note Guarantee; or (10) to evidence and provide add to the covenants of the Company for the acceptance and appointment under the Indenture of a successor Trustee or Collateral Agent thereunder pursuant to the requirements thereof; (11) to release a Note Guarantor pursuant to the terms of Article 10; (12) to change or eliminate any of the provisions of this Indenture; provided that any such change or elimination shall not be effective with respect to any outstanding Notes of any series created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision; or (13) to change or eliminate any provisions of this Indenture or the Notes to eliminate the effect of any Accounting Change or in the application thereof as described in the last paragraph of the definition of “GAAP.” The consent of the Holders of Notes or surrender any right or power conferred upon the Notes is not necessary to approve the particular form of any proposed amendment. It is sufficient if such consent approves the substance of the proposed amendmentCompany. Upon the request of the Issuers Company accompanied by a resolution of their respective boards its Board of directors Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee and of the Collateral Agent an Officers’ Certificate and an Opinion of Counsel pursuant to documents described in Section 9.067.02 hereof, the Trustee and the Collateral Agent shall will join with the Issuers Company and any Note the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee and the Collateral Agent shall will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture, the Issuers, the Trustee Guarantors and the Collateral Agent Trustee may amend or supplement this Indenture, the Intercreditor Agreement, any Note Guarantee, any Security Document Indenture or the Notes or the Note Guarantees without the consent of any Holder of a NoteNotes: (1) to cure any ambiguity, omission, mistake, defect or inconsistency; (2) to provide for the assumption by a successor Person of the obligations of the Issuers or any Note Guarantor under the Indenture or the Security Documents; (3) to provide for uncertificated Notes in addition to or in place of certificated Notes (provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code)Notes; (43) to add Guarantees with respect to provide for the Notes or to add additional Collateral to secure the Notes and the Note Guarantees; (5) to add to the covenants assumption of the Issuers Issuers’ or any Note Guarantor for the benefit of a Guarantor’s obligations to the Holders of the Notes and Note Guarantees in the case of a merger or to surrender any right consolidation or power conferred upon sale of all or substantially all of the Issuers Issuers’ or any Note Guarantorsuch Guarantors’ properties or assets, as applicable; (64) to make any change that would provide any additional rights or benefits to the Holders of any series the Notes or that does not adversely affect the legal rights under this Indenture hereunder of any such Holder; (75) 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 Indenture, Note Guarantees to any provision of the “Description of the New Regency Notes, any Note Guarantee, ” section of the Intercreditor Agreement or any Security Document Issuers’ Offer to Exchange to the description and terms extent that such text of this Indenture or the Note Guarantees was intended to reflect such provision of the “Description of the New Regency Notes”; (7) to provide for the issuance of Additional Notes in accordance with the offering circular, offering memorandum, prospectus supplement or other offering document applicable to such Notes limitations set forth in this Indenture as the time of the initial sale thereofdate hereof; (8) to make allow any amendment Guarantor to execute a supplemental indenture and/or a notation of Note Guarantee with respect to the provisions Notes or to reflect the addition or release of the Indenture relating to the transfer and legending of Notes; provided, however, that (a) compliance a Note Guarantee in accordance with the 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 Notesthis Indenture; (9) to release Collateral from secure the Lien under Notes and/or the Security Document when permitted or required by the Security Documents, the Indenture or the Intercreditor Agreement;Note Guarantees; or (10) to evidence and provide for the acceptance and appointment under the Indenture reorganization of a successor Trustee or Collateral Agent thereunder pursuant to the requirements thereof; (11) to release a Note Guarantor pursuant to the terms of Article 10; (12) to change or eliminate Regency Energy Partners as any of the provisions of this Indenture; provided that any such change or elimination shall not be effective with respect to any outstanding Notes of any series created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision; or (13) to change or eliminate any provisions of this Indenture or the Notes to eliminate the effect of any Accounting Change or in the application thereof as described in the last paragraph of the definition of “GAAP.” The consent of the Holders of the Notes is not necessary to approve the particular other form of any proposed amendment. It is sufficient if such consent approves the substance of the proposed amendmententity, in accordance with Section 5.01(b). Upon the request of the Issuers accompanied by a resolution resolutions of their respective boards Boards of directors Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee and of the Collateral Agent an Officers’ Certificate and an Opinion of Counsel pursuant to documents described in Section 9.069.06 hereof, the Trustee and the Collateral Agent shall will join with the Issuers and any Note the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee and the Collateral Agent shall will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 hereof, without the consent of this Indentureany Holder of Notes, the Issuers, the Trustee Guarantors and the Trustee and/or the Collateral Agent Agent, as applicable, may amend or supplement this Indenture, the Intercreditor Agreement, any Note Guarantee, any Security Document Notes or the Notes without the consent of any Holder of a NoteSecurity Documents: (1) to cure any ambiguity, omission, mistake, defect defect, error or inconsistencyinconsistency contained in this Indenture, or make such other provisions in regard to matters or questions arising under this Indenture as the Issuers may deem necessary or desirable and that shall not materially and adversely affect the interests of the holders of the Notes; (2) to provide for the assumption by a successor Person of the obligations of the Issuers or any Note Guarantor under the Indenture or the Security Documents; (3) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3) to provide for the assumption of any Issuer’s or any Guarantor’s obligations to Holders of Notes (provided that and Note Guarantees in the uncertificated Notes are issued in registered form for purposes case of Section 163(f) a merger or consolidation or sale, assignment, transfer, conveyance, lease or other disposition of the Codeall or substantially all of such Issuer’s or such Guarantor’s assets, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code)as applicable; (4) to add Guarantees with respect to the Notes or to add additional Collateral to secure the Notes and the Note Guarantees; (5) to add to the covenants of the Issuers or any Note Guarantor for the benefit of the Holders of the Notes or to surrender any right or power conferred upon the Issuers or any Note Guarantor; (6) to make any change that would provide any additional rights or benefits to the Holders of any series the Notes or that does not adversely affect the legal rights under hereunder of any Holder; (5) to add or modify covenants for the benefit of the Holders or to surrender any right or power conferred upon the Issuer, the Co-Issuer or any Guarantor (6) at the Issuers’ election, to comply with requirements of the Commission in order to effect or maintain the qualification of this Indenture of any such Holderunder the TIA, if applicable or required; (7) to conform the text of the this Indenture, the Notes, Notes or the Security Documents to any Note Guarantee, the Intercreditor Agreement or any Security Document to the description and terms of such Notes in the offering circular, offering memorandum, prospectus supplement or other offering document applicable to such Notes as the time provision of the initial sale thereof“Description of the Notes” section of the Issuers’ Offering Memorandum; (8) to provide for the issuance of Additional Notes, as determined in good faith by the Issuers, in accordance with the limitations set forth in this Indenture; (9) to allow any Guarantor to execute a supplemental indenture and/or any Security Document with respect to the Notes in accordance with the terms of this Indenture; (10) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee or Collateral Agent to provide for the accession by the Trustee or Collateral Agent to any Notes documentation; (11) to make any amendment to the provisions of the 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 (ai) compliance with the 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 (bii) such amendment does not materially and adversely affect the rights of Holders to transfer NotesNotes in any material respect; (912) to mortgage, pledge, hypothecate or grant any other Lien in favor of the Trustee or Collateral Agent for the benefit of the Holders of the Notes, as additional security for the payment and performance of all or any portion of the Obligations in respect of the Notes, in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a Lien is required to be granted to or for the benefit of the Trustee or the Collateral Agent pursuant to this Indenture, any of the Security Documents or otherwise; (13) to release or subordinate Collateral from the Lien under of this Indenture and the Security Document Documents when permitted or required by the Security Documents, Documents or this Indenture; and (14) to provide for the Indenture succession or joinder of any parties to the Security Documents or the Intercreditor Agreement; Agreements (10and other amendments that are administrative, conforming or ministerial in nature) in connection with the incurrence of Additional Pari Passu Obligations or Permitted Junior Lien Obligations or any amendment, renewal, extension, substitution, refinancing, restructuring, replacement, supplementing or other modification from time to evidence and provide for the acceptance and appointment under the Indenture time of a successor Trustee any Senior Credit Agreement or Collateral Agent thereunder pursuant to the requirements thereof; (11) to release a Note Guarantor pursuant to the terms of Article 10; (12) to change any other Pari Passu Obligations or eliminate any of the provisions of other agreement that is not prohibited by this Indenture; provided that any such change or elimination shall not be effective with respect to any outstanding Notes of any series created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision; or (13) to change or eliminate any provisions of this Indenture or the Notes to eliminate the effect of any Accounting Change or in the application thereof as described in the last paragraph of the definition of “GAAP.” The consent of the Holders of the Notes is not necessary to approve the particular form of any proposed amendment. It is sufficient if such consent approves the substance of the proposed amendment. Upon the request of the Issuers accompanied by a resolution of their respective boards Boards of directors Directors authorizing the execution of any such amended or supplemental indentureindenture or amendment or supplement of the Notes or any Security Document, and upon receipt by the Trustee and of the Collateral Agent an Officers’ Certificate and an Opinion of Counsel pursuant to documents described in Section 9.06, 12.04 and 12.05 hereof, the Trustee and and/or the Collateral Agent shall Agent, as applicable, will join with the Issuers and any Note Guarantors the Guarantors, if any, in the execution of any amended or supplemental indenture or amendment or supplement of the Notes or any Security Document, authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee and or the Collateral Agent shall Agent, as applicable, will not be obligated to enter into such amended or supplemental indenture or amendment or supplement of the Notes or any Security Document, that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture, the IssuersCompany, the Trustee Guarantors and the Collateral Agent Trustee may amend or supplement this Indenture, the Intercreditor Agreement, any Note Guarantee, any Security Document Indenture or the Notes or the Note Guarantees without the consent of any Holder of a NoteHolder: (1) to cure any ambiguity, omission, mistake, defect or inconsistency, as determined in good faith by the Board of Directors of the Company; (2) to provide for the assumption by a successor Person of the obligations of the Issuers or any Note Guarantor under the Indenture or the Security Documents; (3) to provide for uncertificated Notes in addition to or in place of certificated Notes (provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code)Notes; (43) to add Guarantees with respect to provide for the Notes or to add additional Collateral to secure the Notes and the Note Guarantees; (5) to add to the covenants assumption of the Issuers Company’s or any Note Guarantor for the benefit of a Guarantor’s obligations to the Holders of the Notes and Note Guarantees by a successor to the Company or such Guarantor pursuant to surrender any right Article 5 or power conferred upon the Issuers or any Note GuarantorArticle 10 hereof; (64) to make any change that would provide any additional rights or benefits to the Holders of any series the Notes or that does not adversely affect the legal rights under hereunder of any Holder; (5) 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 Notes or the Note Guarantees to any provision of the “Description of Notes” section of the Offering Circular, relating to the initial offering of the Notes, to the extent that such Holderprovision in that “Description of Notes” was intended, as determined in good faith by the Company’s Board of Directors, to be a verbatim recitation of a provision of this Indenture, the Note Guarantees or the Notes; (7) to conform provide for the text issuance of the Indenture, the Notes, any Note Guarantee, the Intercreditor Agreement or any Security Document to the description and terms of such Additional Notes in accordance with the offering circular, offering memorandum, prospectus supplement or other offering document applicable to such Notes as the time of the initial sale thereof;limitations set forth in this Indenture; or (8) to make allow any amendment Guarantor to the provisions of the Indenture relating to the transfer and legending of Notes; provided, however, that (a) compliance with the 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; (9) to release Collateral from the Lien under the Security Document when permitted or required by the Security Documents, the Indenture or the Intercreditor Agreement; (10) to evidence and provide for the acceptance and appointment under the Indenture of execute a successor Trustee or Collateral Agent thereunder pursuant to the requirements thereof; (11) to release supplemental indenture and/or a Note Guarantor pursuant to the terms of Article 10; (12) to change or eliminate any of the provisions of this Indenture; provided that any such change or elimination shall not be effective Guarantee with respect to any outstanding Notes of any series created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision; or (13) to change or eliminate any provisions of this Indenture or the Notes to eliminate the effect of any Accounting Change or in the application thereof as described in the last paragraph of the definition of “GAAP.” The consent of the Holders of the Notes is not necessary to approve the particular form of any proposed amendment. It is sufficient if such consent approves the substance of the proposed amendmentNotes. Upon the request of the Issuers Company accompanied by a resolution of their respective boards its Board of directors Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee and of the Collateral Agent an Officers’ Certificate and an Opinion of Counsel pursuant to documents described in Section 9.067.02 hereof, the Trustee and the Collateral Agent shall will join with the Issuers Company and any Note the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee and the Collateral Agent shall will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture, the Issuers, the Trustee Guarantors and the Collateral Agent Trustee may amend or supplement this Indenture, the Intercreditor Agreement, any Note Guarantee, any Security Document Indenture or the Notes or the Note Guarantees without the consent of any Holder of a NoteNotes: (1) to cure any ambiguity, omission, mistake, defect or inconsistency; (2) to provide for the assumption by a successor Person of the obligations of the Issuers or any Note Guarantor under the Indenture or the Security Documents; (3) to provide for uncertificated Notes in addition to or in place of certificated Notes (provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code)Notes; (43) to add Guarantees with respect to provide for the Notes or to add additional Collateral to secure the Notes and the Note Guarantees; (5) to add to the covenants assumption of the Issuers Issuers’ or any Note Guarantor for the benefit of a Guarantor’s obligations to the Holders of the Notes and Note Guarantees in the case of a merger or to surrender any right consolidation or power conferred upon sale of all or substantially all of the Issuers Issuers’ or any Note Guarantorsuch Guarantors’ properties or assets, as applicable; (64) to make any change that would provide any additional rights or benefits to the Holders of any series the Notes or that does not adversely affect the legal rights under this Indenture hereunder of any such Holder; (75) 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 Indenture, Note Guarantees to any provision of the “Description of the Notes” section of the Issuers’ prospectus supplement dated May 26, any Note Guarantee, 2011 (the Intercreditor Agreement or any Security Document “Prospectus Supplement”) to the description base prospectus included in the Issuers’ registration statement on Form S-3 (File No. 333-169901) relating to the issuance and terms sale of the Initial Notes, to the extent that such text of this Indenture or the Note Guarantees was intended to reflect such provision of the “Description of the Notes”; (7) to provide for the issuance of Additional Notes in accordance with the offering circular, offering memorandum, prospectus supplement or other offering document applicable to such Notes limitations set forth in this Indenture as the time of the initial sale thereofdate hereof; (8) to make allow any amendment Guarantor to execute a supplemental indenture and/or a notation of Note Guarantee with respect to the provisions Notes or to reflect the addition or release of the Indenture relating to the transfer and legending of Notes; provided, however, that (a) compliance a Note Guarantee in accordance with the 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 Notesthis Indenture; (9) to release Collateral from secure the Lien under Notes and/or the Security Document when permitted or required by the Security Documents, the Indenture or the Intercreditor Agreement;Note Guarantees; or (10) to evidence and provide for the acceptance and appointment under the Indenture reorganization of a successor Trustee or Collateral Agent thereunder pursuant to the requirements thereof; (11) to release a Note Guarantor pursuant to the terms of Article 10; (12) to change or eliminate Regency Energy Partners as any of the provisions of this Indenture; provided that any such change or elimination shall not be effective with respect to any outstanding Notes of any series created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision; or (13) to change or eliminate any provisions of this Indenture or the Notes to eliminate the effect of any Accounting Change or in the application thereof as described in the last paragraph of the definition of “GAAP.” The consent of the Holders of the Notes is not necessary to approve the particular other form of any proposed amendment. It is sufficient if such consent approves the substance of the proposed amendmententity, in accordance with Section 10.01(b) hereof. Upon the request of the Issuers accompanied by a resolution resolutions of their respective boards Boards of directors Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee and of the Collateral Agent an Officers’ Certificate and an Opinion of Counsel pursuant to documents described in Section 9.069.06 hereof, the Trustee and the Collateral Agent shall will join with the Issuers and any Note the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee and the Collateral Agent shall will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture, the Issuers, the Trustee Subsidiary Guarantors and the Collateral Agent Trustee may amend or supplement this Indenture, the Intercreditor AgreementNotes, any Note Guarantee, any Security Document the Subsidiary Guarantees or the Notes Collateral Documents without the consent of any Holder of a Note: (1a) to cure any ambiguity, omission, mistake, defect or inconsistency; (2) to provide for the assumption by a successor Person of the obligations of the Issuers or any Note Guarantor under the Indenture or the Security Documents; (3b) to provide for uncertificated Notes in addition to or in place of certificated Notes (provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code)Notes; (4c) to add Guarantees with respect to provide for the Notes or to add additional Collateral to secure the Notes and the Note Guarantees; (5) to add to the covenants assumption of the Issuers Issuers’ or any Note Guarantor for the benefit of Subsidiary Guarantors’ obligations to the Holders of the Notes in the case of a merger or to surrender any right consolidation or power conferred upon the Issuers sale of all or any Note substantially all of an Issuer’s or Subsidiary Guarantor’s assets; (6d) to make any change that would provide any additional rights or benefits to the Holders of any series the Notes or that does not adversely affect the legal rights under this Indenture hereunder of any such HolderHolder of a Note; (7e) to conform the text enter into additional or supplemental Subsidiary Guarantees pursuant to Section 10.02 hereof, or to enter into additional or supplemental Collateral Documents pursuant to Section 11.11 hereof; and (f) to comply with requirements of the IndentureCommission in order to effect or maintain the qualification of this Indenture under the TIA, to comply with the Notesprocedures of the Trustee, DTC, any Note Guarantee, the Intercreditor Agreement other Depositary or any Security Document to the description and terms of such Notes in the offering circular, offering memorandum, prospectus supplement or other offering document applicable to such Notes as the time of the initial sale thereof; (8) to make any amendment entity with respect to the provisions of this Indenture and the Indenture Notes relating to the transfer and legending of the Notes or providing for the consummation of the Exchange Offer or the issuance of the Exchange Notes; or (g) to the extent necessary to comply with the terms of the applicable regulations, rules, decrees, orders or decisions applicable to Gaming Businesses or issued by Gaming Authorities Laws or other applicable laws; provided, however, that in the case of a change pursuant to clause (a) compliance with or (e) above, the Indenture as so amended would not result in Notes being transferred in violation Issuers shall deliver to the Trustee an Opinion of Counsel stating that the Securities Act or any other applicable securities law and (b) such amendment change does not materially and adversely affect the rights right of Holders to transfer Notes; (9) to release Collateral from the Lien under the Security Document when permitted or required by the Security Documents, the Indenture or the Intercreditor Agreement; (10) to evidence and provide for the acceptance and appointment under the Indenture of a successor Trustee or Collateral Agent thereunder pursuant to the requirements thereof; (11) to release a Note Guarantor pursuant to the terms of Article 10; (12) to change or eliminate any Holder of the provisions of this Indenture; provided that any such change or elimination shall not be effective with respect to any outstanding Notes of any series created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision; or (13) to change or eliminate any provisions of this Indenture or the Notes to eliminate the effect of any Accounting Change or in the application thereof as described in the last paragraph of the definition of “GAAP.” The consent of the Holders of the Notes is not necessary to approve the particular form of any proposed amendment. It is sufficient if such consent approves the substance of the proposed amendmentNotes. Upon the request of the Issuers accompanied by a resolution of their respective boards of directors the Partnership’s Management Committee authorizing the execution of any such amended or supplemental indentureIndenture, and upon receipt by the Trustee and of the Collateral Agent an Officers’ Certificate and an Opinion of Counsel pursuant to documents described in Section 9.067.02 hereof, the Trustee and the Collateral Agent shall join with the Issuers and any Note the Subsidiary Guarantors in the execution of any amended or supplemental indenture Indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee and the Collateral Agent shall not be obligated to enter into such amended or supplemental indenture Indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture, the Issuers, Issuers and the Trustee and the Collateral Agent may amend or supplement this Indenture, the Intercreditor Escrow Agreement, the Notes of any Note Guarantee, any Security Document series or the Notes Note Guarantees without the consent of any Holder of a Note: (1) to cure any ambiguity, omission, mistake, defect or inconsistency; (2) to provide for the assumption by a successor Person of the obligations of the Issuers or any Note Guarantor under the Indenture or the Security Documents; (3) to provide for uncertificated Notes in addition to or in place of certificated Notes (provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code)Notes; (43) to add Guarantees with respect to provide for the Notes or to add additional Collateral to secure the Notes and the Note Guarantees; (5) to add to the covenants assumption of the Issuers Issuers’ or any Note Guarantor for the benefit of a Guarantor’s obligations to the Holders of the Notes and Note Guarantees in the case of a merger or to surrender any right consolidation or power conferred upon sale of all or substantially all of the Issuers Issuers’ or any Note such Guarantor’s assets, as applicable; (64) to make any change that would provide any additional rights or benefits to the Holders of any series the Notes or that does not adversely affect the legal rights under this Indenture hereunder of any such Holder; 001214-0006-16616731.1 (5) 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 Escrow Agreement or the Note Guarantees to any provision of the “Description of Notes” section of the Offering Memorandum to the extent that such provision was intended to be a verbatim recitation of a provision of this Indenture, the Escrow Agreement or the Note Guarantees; (7) to conform provide for the text issuance of the Indenture, the Notes, any Note Guarantee, the Intercreditor Agreement or any Security Document to the description and terms of such Additional Notes in accordance with the offering circular, offering memorandum, prospectus supplement or other offering document applicable to such Notes as the time of the initial sale thereoflimitations set forth in this Indenture; (8) to make allow any amendment Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the provisions Notes or to reflect the release of the Indenture relating to the transfer and legending of Notes; provided, however, that (a) compliance a Note Guarantee in accordance with the 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 Notesthis Indenture; (9) to release Collateral from secure the Lien under Notes and/or the Security Document when permitted or required by the Security Documents, the Indenture or the Intercreditor AgreementNote Guarantees; (10) to evidence and comply with the rules of any applicable securities depository; (1) to provide for the acceptance and appointment under the Indenture reorganization of a successor Trustee or Collateral Agent thereunder pursuant to the requirements thereof; (11) to release a Note Guarantor pursuant to the terms TLLP as any other form of Article 10; (12) to change or eliminate any of the provisions of this Indenture; provided that any such change or elimination shall not be effective entity, in accordance with respect to any outstanding Notes of any series created prior to the execution of such supplemental indenture that is entitled to the benefit of such provisionSection 5.01(a); or (13) to change or eliminate any provisions of this Indenture or the Notes to eliminate the effect of any Accounting Change or in the application thereof as described in the last paragraph of the definition of “GAAP.” The consent of the Holders of the Notes is not necessary to approve the particular form of any proposed amendment. It is sufficient if such consent approves the substance of the proposed amendment. Upon the request of the Issuers accompanied by a resolution of their respective boards of directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee and the Collateral Agent an Officers’ Certificate and an Opinion of Counsel pursuant to Section 9.06, the Trustee and the Collateral Agent shall join with the Issuers and any Note Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee and the Collateral Agent shall not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture, the Issuers, the Trustee Guarantors and the Collateral Agent Trustee may amend or supplement this Indenture, the Intercreditor Agreement, any Note Guarantee, any Security Document Guarantees with respect to the Notes or the Notes without the consent of any Holder of a Note: (1a) to cure any ambiguity, omission, mistake, defect or inconsistency; (2) to provide for the assumption by a successor Person of the obligations of the Issuers or any Note Guarantor under the Indenture or the Security Documents; (3b) to provide for uncertificated Notes in addition to or in place of certificated Notes or to alter the provisions of Article 2 hereof (provided that including the uncertificated Notes are issued in registered form for purposes of Section 163(frelated definitions) of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code)does not materially adversely affect any Holder; (4c) to add Guarantees with respect to the Notes or to add additional Collateral to secure the Notes and the Note Guarantees; (5) to add to the covenants of the Issuers or any Note Guarantor provide for the benefit assumption of an Issuer's or a Guarantor's obligations to the Holders of the Notes by a successor to an Issuer or a Guarantor pursuant to surrender any right Article 5 or power conferred upon the Issuers or any Note GuarantorArticle 10 hereof; (6d) to make any change that would provide any additional rights or benefits to the Holders of any series the Notes or that does not adversely affect the legal rights under this Indenture hereunder of any such HolderHolder of the Note; (7e) to conform the text comply with requirements of the Indenture, SEC in order to effect or maintain the Notes, any Note Guarantee, the Intercreditor Agreement or any Security Document to the description and terms qualification of such Notes in the offering circular, offering memorandum, prospectus supplement or other offering document applicable to such Notes as the time of the initial sale thereof; (8) to make any amendment to the provisions of the this Indenture relating to the transfer and legending of Notes; provided, however, that (a) compliance with the 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; (9) to release Collateral from the Lien under the Security Document when permitted or required by the Security Documents, the Indenture or the Intercreditor Agreement; (10) to evidence and provide for the acceptance and appointment under the Indenture of a successor Trustee or Collateral Agent thereunder pursuant to the requirements thereof; (11) to release a Note Guarantor pursuant to the terms of Article 10; (12) to change or eliminate any of the provisions of this Indenture; provided that any such change or elimination shall not be effective with respect to any outstanding Notes of any series created prior to the execution of such supplemental indenture that is entitled to the benefit of such provisionTIA; or (13f) to change or eliminate allow any provisions of this Indenture or Guarantor to execute a supplemental indenture and/or a Guarantee with respect to the Notes to eliminate the effect of any Accounting Change or in the application thereof as described in the last paragraph of the definition of “GAAP.” The consent of the Holders of the Notes is not necessary to approve the particular form of any proposed amendment. It is sufficient if such consent approves the substance of the proposed amendmentNotes. Upon the request of the Issuers accompanied by a resolution resolutions of their respective boards the Boards of directors Directors of each of the Issuers authorizing the execution of any such amended or supplemental indentureIndenture, and upon receipt by the Trustee and of the Collateral Agent an Officers’ Certificate and an Opinion of Counsel pursuant to documents described in Section 9.067.02 hereof, the Trustee and the Collateral Agent shall join with the Issuers and any Note the Guarantors in the execution of any amended or supplemental indenture Indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee and the Collateral Agent shall not be obligated to enter into such amended or supplemental indenture Indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture, the Issuers, Issuers and the Subsidiary Guarantors and the Trustee and the Collateral Agent may amend or supplement this Indenture, the Intercreditor AgreementGuarantees, any Note Guarantee, any Security Document or the Notes without the consent of any Holder of a Note: (1a) to cure any ambiguity, omission, mistake, defect or inconsistency; (2) to provide for the assumption by a successor Person of the obligations of the Issuers or any Note Guarantor under the Indenture or the Security Documents; (3b) to provide for uncertificated Notes in addition to or in place of certificated Notes or to alter the provisions of Article 2 hereof (provided that including the uncertificated Notes are issued in registered form for purposes of Section 163(frelated definitions) of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code)does not materially adversely affect any Holder; (4c) to add Guarantees with respect to the Notes or to add additional Collateral to secure the Notes and the Note Guarantees; (5) to add to the covenants of the Issuers or any Note Guarantor provide for the benefit 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 or Subsidiary Guarantors' assets pursuant to surrender any right or power conferred upon the Issuers or any Note GuarantorArticle 5 hereof; (6d) 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 series right or power conferred upon the Issuers or the Subsidiary Guarantors by the Indenture that does not adversely affect the legal rights hereunder of any Holder of the Notes; or (f) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; (g) to evidence or provide for the appointment under this Indenture of any such Holdera successor Trustee; (7h) to conform the text add additional Events of the Indenture, the Notes, any Note Guarantee, the Intercreditor Agreement or any Security Document to the description and terms of such Notes in the offering circular, offering memorandum, prospectus supplement or other offering document applicable to such Notes as the time of the initial sale thereof; (8) to make any amendment to the provisions of the Indenture relating to the transfer and legending of Notes; provided, however, that (a) compliance with the 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; (9) to release Collateral from the Lien under the Security Document when permitted or required by the Security Documents, the Indenture or the Intercreditor Agreement; (10) to evidence and provide for the acceptance and appointment under the Indenture of a successor Trustee or Collateral Agent thereunder pursuant to the requirements thereof; (11) to release a Note Guarantor pursuant to the terms of Article 10; (12) to change or eliminate any of the provisions of this Indenture; provided that any such change or elimination shall not be effective with respect to any outstanding Notes of any series created prior to the execution of such supplemental indenture that is entitled to the benefit of such provisionDefault; or (13i) to change or eliminate any provisions of this Indenture or secure the Notes to eliminate and/or the effect of any Accounting Change or in the application thereof as described in the last paragraph of the definition of “GAAPGuarantees.” The consent of the Holders of the Notes is not necessary to approve the particular form of any proposed amendment. It is sufficient if such consent approves the substance of the proposed amendment. Upon the request of the Issuers accompanied by a resolution of their respective boards of directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee and the Collateral Agent an Officers’ Certificate and an Opinion of Counsel pursuant to Section 9.06, the Trustee and the Collateral Agent shall join with the Issuers and any Note Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee and the Collateral Agent shall not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture, without the Issuersconsent of any Holder of Notes, the Trustee Issuer, the Guarantors and the Collateral Agent Trustee may amend or supplement this Indenture, the Intercreditor Agreement, any Note Guarantee, any Security Document Notes or the Notes without the consent of any Holder of a NoteNote Guarantees: (1a) to cure any ambiguity, omission, mistake, defect or inconsistency; (2) to provide for the assumption by a successor Person of the obligations of the Issuers or any Note Guarantor under the Indenture or the Security Documents; (3b) to provide for uncertificated Notes in addition to or in place of certificated Notes (provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code)Notes; (4c) to add Guarantees with respect to provide for the Notes or to add additional Collateral to secure the Notes and the Note Guarantees; (5) to add to the covenants assumption of the Issuers Issuer’s or any Note Guarantor for the benefit of a Guarantor’s obligations to the Holders of the Notes and Note Guarantees in the case of a merger or to surrender any right consolidation or power conferred upon sale of all or substantially all of the Issuers Issuer’s or any Note such Guarantor’s properties or assets, as applicable; (6d) to make any change that would provide any additional rights or benefits to the Holders of any series the Notes or that does not adversely affect the legal rights under this Indenture hereunder of any such Holder; (7e) to conform the text of the this Indenture, the Notes or the Note Guarantees to any provision of the “Description of Notes” section of the Offering Memorandum, any Note Guaranteeto the extent that such text of this Indenture, the Intercreditor Agreement Notes or any Security Document Note Guarantee was intended to the description and terms of reflect such Notes in the offering circular, offering memorandum, prospectus supplement or other offering document applicable to such Notes as the time provision of the initial sale thereof“Description of Notes”; (8) to make any amendment to the provisions of the Indenture relating to the transfer and legending of Notes; provided, however, that (a) compliance with the 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; (9f) to release Collateral from the Lien under the Security Document when permitted or required by the Security Documents, the Indenture or the Intercreditor Agreement; (10) to evidence and provide for the acceptance and appointment under issuance of Additional Notes in accordance with the Indenture of a successor Trustee or Collateral Agent thereunder pursuant to the requirements thereof; (11) to release a Note Guarantor pursuant to the terms of Article 10; (12) to change or eliminate any of the provisions of limitations set forth in this Indenture; provided that any such change or elimination shall not be effective with respect to any outstanding Notes of any series created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision; or (13g) to change allow any Guarantor to execute a supplemental indenture or eliminate any provisions a notation of this Indenture or the Notes a Note Guarantee with respect to eliminate the effect of any Accounting Change or in the application thereof as described in the last paragraph of the definition of “GAAP.” The consent of the Holders its guarantee of the Notes is not necessary or to approve reflect the particular addition or release of a Note Guarantee in accordance with this Indenture; (h) to secure the Notes or the Note Guarantees; or (i) to provide for the reorganization of the Issuer as any other form of any proposed amendment. It is sufficient if such consent approves entity, in accordance with the substance provisions of the proposed amendmentSection 5.01 hereof. Upon the request of the Issuers accompanied by a resolution of their respective boards of directors authorizing the execution of any such amended or supplemental indentureIssuer, and upon receipt by the Trustee and of the Collateral Agent an Officers’ Certificate and an Opinion of Counsel pursuant to documents described in Section 9.069.06 hereof, the Trustee and the Collateral Agent shall will join with the Issuers Issuer and any Note the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee and the Collateral Agent shall will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture, the Issuers, the Trustee Guarantors and the Collateral Agent Trustee may amend or supplement this Indenture, the Intercreditor Agreement, any Note Guarantee, any Security Document Indenture or the Notes or the Note Guarantees without the consent of any Holder of a NoteNotes: (1) to cure any ambiguity, omission, mistake, defect or inconsistency; (2) to provide for the assumption by a successor Person of the obligations of the Issuers or any Note Guarantor under the Indenture or the Security Documents; (3) to provide for uncertificated Notes in addition to or in place of certificated Notes (provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code)Notes; (43) to add Guarantees with respect to provide for the Notes or to add additional Collateral to secure the Notes and the Note Guarantees; (5) to add to the covenants assumption of the Issuers Issuers’ or any Note Guarantor for the benefit of a Guarantor’s obligations to the Holders of the Notes and Note Guarantees in the case of a merger or to surrender any right consolidation or power conferred upon sale of all or substantially all of the Issuers Issuers’ or any Note Guarantorsuch Guarantors’ properties or assets, as applicable; (64) to make any change that would provide any additional rights or benefits to the Holders of any series the Notes or that does not adversely affect the legal rights under this Indenture hereunder of any such Holder; (75) 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 Indenture, Note Guarantees to any provision of the “Description of the Notes” section of the Issuers’ prospectus supplement dated September 27, any Note Guarantee, 2012 (the Intercreditor Agreement or any Security Document “Prospectus Supplement”) to the description base prospectus included in the Issuers’ registration statement on Form S-3 (File No. 333-169901) relating to the issuance and terms sale of the Initial Notes, to the extent that such text of this Indenture or the Note Guarantees was intended to reflect such provision of the “Description of the Notes”; (7) to provide for the issuance of Additional Notes in accordance with the offering circular, offering memorandum, prospectus supplement or other offering document applicable to such Notes limitations set forth in this Indenture as the time of the initial sale thereofdate hereof; (8) to make allow any amendment Guarantor to execute a supplemental indenture and/or a notation of Note Guarantee with respect to the provisions Notes or to reflect the addition or release of the Indenture relating to the transfer and legending of Notes; provided, however, that (a) compliance a Note Guarantee in accordance with the 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 Notesthis Indenture; (9) to release Collateral from secure the Lien under Notes and/or the Security Document when permitted or required by the Security Documents, the Indenture or the Intercreditor Agreement;Note Guarantees; or (10) to evidence and provide for the acceptance and appointment under the Indenture reorganization of a successor Trustee or Collateral Agent thereunder pursuant to the requirements thereof; (11) to release a Note Guarantor pursuant to the terms of Article 10; (12) to change or eliminate Regency Energy Partners as any of the provisions of this Indenture; provided that any such change or elimination shall not be effective with respect to any outstanding Notes of any series created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision; or (13) to change or eliminate any provisions of this Indenture or the Notes to eliminate the effect of any Accounting Change or in the application thereof as described in the last paragraph of the definition of “GAAP.” The consent of the Holders of the Notes is not necessary to approve the particular other form of any proposed amendment. It is sufficient if such consent approves the substance of the proposed amendmententity, in accordance with Section 10.01(b) hereof. Upon the request of the Issuers accompanied by a resolution resolutions of their respective boards Boards of directors Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee and of the Collateral Agent an Officers’ Certificate and an Opinion of Counsel pursuant to documents described in Section 9.069.06 hereof, the Trustee and the Collateral Agent shall will join with the Issuers and any Note the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee and the Collateral Agent shall will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture, the Issuers, the Trustee Guarantors and the Collateral Agent Trustee may amend or supplement this Indenture, the Intercreditor Agreement, any Note Guarantee, any Security Document Indenture or the Notes or the Note Guarantees without the consent of any Holder of a NoteNotes to: (1) to cure any ambiguity, omission, mistake, defect or inconsistency; (2) to provide for the assumption by a successor Person of the obligations of the Issuers or any Note Guarantor under the Indenture or the Security Documents; (3) to provide for uncertificated Notes in addition to or in place of certificated Notes Notes; (provided that 3) provide for the uncertificated Notes are issued in registered form for purposes of Section 163(f) assumption of the Code, Issuers’ or in a manner such that Guarantor’s obligations to the uncertificated Notes are described in Section 163(f)(2)(B) Holders of the Code)Notes and Note Guarantees in the case of a merger or consolidation or sale of all or substantially all of the Issuers’ or such Guarantors’ properties or assets, as applicable; (4) to add Guarantees with respect to the Notes or to add additional Collateral to secure the Notes and the Note Guarantees; (5) to add to the covenants of the Issuers or any Note Guarantor for the benefit of the Holders of the Notes or to surrender any right or power conferred upon the Issuers or any Note Guarantor; (6) to make any change that would provide any additional rights or benefits to the Holders of any series the Notes or that does not adversely affect the legal rights under this Indenture hereunder of any such Holder; (75) comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; (6) conform the text of this Indenture or the Indenture, Note Guarantees to any provision of the “Description of the TRP Notes, any Note Guarantee, ” section of the Intercreditor Agreement or any Security Document Issuers’ Offer to Exchange to the description and terms extent that such text of this Indenture or the Note Guarantees was intended to reflect such provision of the “Description of the TRP Notes”; (7) provide for the issuance of Additional Notes in accordance with the offering circular, offering memorandum, prospectus supplement or other offering document applicable to such Notes limitations set forth in this Indenture as the time of the initial sale thereofdate hereof; (8) allow any Guarantor to make any amendment execute a supplemental indenture and/or a notation of Note Guarantee with respect to the provisions Notes or to reflect the addition or release of the Indenture relating to the transfer and legending of Notes; provided, however, that (a) compliance a Note Guarantee in accordance with the 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 Notesthis Indenture; (9) to release Collateral from secure the Lien under Notes and/or the Security Document when permitted or required by the Security Documents, the Indenture or the Intercreditor Agreement;Note Guarantees; or (10) to evidence and provide for the acceptance and appointment under the Indenture reorganization of a successor Trustee or Collateral Agent thereunder pursuant to the requirements thereof; (11) to release a Note Guarantor pursuant to the terms of Article 10; (12) to change or eliminate Targa Resources Partners as any of the provisions of this Indenture; provided that any such change or elimination shall not be effective with respect to any outstanding Notes of any series created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision; or (13) to change or eliminate any provisions of this Indenture or the Notes to eliminate the effect of any Accounting Change or in the application thereof as described in the last paragraph of the definition of “GAAP.” The consent of the Holders of the Notes is not necessary to approve the particular other form of any proposed amendment. It is sufficient if such consent approves the substance of the proposed amendmententity, in accordance with Section 5.01(b). Upon the request of the Issuers accompanied by a resolution resolutions of their respective boards Boards of directors Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee and of the Collateral Agent an Officers’ Certificate and an Opinion of Counsel pursuant to documents described in Section 9.069.06 hereof, the Trustee and the Collateral Agent shall will join with the Issuers and any Note the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee and the Collateral Agent shall will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 9.2 of this Indenture, the Issuers, Company and the Trustee may from time to time and the Collateral Agent may amend at any time enter into one or supplement this Indenture, the Intercreditor Agreement, any Note Guarantee, any Security Document or the Notes more indentures supplemental hereto without the consent of any Holder of a Note, for one or more of the following purposes: (1a) to cure any ambiguity, omission, mistake, defect or inconsistency; (2) to provide for the assumption by a successor Person of the obligations of the Issuers or any Note Guarantor under the Indenture or the Security Documents; (3b) to provide for uncertificated Notes in addition to or in place of certificated Definitive Notes or to alter the provisions of Article II hereof (provided that including the uncertificated Notes are issued in registered form for purposes of Section 163(frelated definitions) of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code)does not adversely affect any Holder; (4c) to add Guarantees with respect to provide for the Notes or to add additional Collateral to secure the Notes and the Note Guarantees; (5) to add to the covenants assumption of the Issuers or any Note Guarantor for the benefit of Company’s obligations to the Holders of the Notes or by a successor to surrender any right or power conferred upon the Issuers or any Note GuarantorCompany pursuant to Article V hereof; (6d) to conform the text of this Indenture, any supplemental indenture, if applicable, or the Notes to any provision of set forth under the heading “Description of the Notes” in a prospectus supplement applicable to the Notes; (e) 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 any Note pursuant to Article VIII, provided that any such action shall not adversely affect the interests of any Holder in any material respect; (f) to make any change that would provide any additional rights or benefits to the Holders of the Notes; (g) to make any series or change that is not inconsistent with this Indenture and does not adversely affect the legal rights under this Indenture hereunder of any such Holder; (7) to conform the text of the Indenture, the Notes, any Note Guarantee, the Intercreditor Agreement or any Security Document to the description and terms of such Notes in the offering circular, offering memorandum, prospectus supplement or other offering document applicable to such Notes as the time of the initial sale thereof; (8) to make any amendment to the provisions of the Indenture relating to the transfer and legending of Notes; provided, however, that (a) compliance with the 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; (9) to release Collateral from the Lien under the Security Document when permitted or required by the Security Documents, the Indenture or the Intercreditor Agreement; (10) to evidence and provide for the acceptance and appointment under the Indenture Holder of a successor Trustee or Collateral Agent thereunder pursuant to the requirements thereof; (11) to release a Note Guarantor pursuant to the terms of Article 10; (12) to change or eliminate any of the provisions of this Indenture; provided that any such change or elimination shall not be effective with respect to any outstanding Notes of any series created prior to the execution of such supplemental indenture that is entitled to the benefit of such provisionNote; or (13h) to change comply with requirements of the SEC in order to effect or eliminate any provisions maintain the qualification of this Indenture or under the Notes to eliminate the effect of any Accounting Change or in the application thereof as described in the last paragraph of the definition of “GAAP.” The consent of the Holders of the Notes is not necessary to approve the particular form of any proposed amendment. It is sufficient if such consent approves the substance of the proposed amendmentTIA. Upon the request of the Issuers Company accompanied by a resolution of their respective boards of directors Board Resolution authorizing the execution of any such amended or supplemental indentureIndenture, and upon receipt by the Trustee of the documents described in Sections 7.2 and the Collateral Agent an Officers’ Certificate and an Opinion of Counsel pursuant to Section 9.069.6 hereof, the Trustee and the Collateral Agent shall join with the Issuers and any Note Guarantors Company in the execution of any amended or supplemental indenture Indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee and the Collateral Agent shall not be obligated to enter into such amended or supplemental indenture Indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture, the Issuers, Company and the Trustee and the Collateral Agent may amend or supplement this Indenture, the Intercreditor Agreement, any Note Guarantee, any Security Document Guarantees or the Notes without the consent of any Holder of a Note: (1a) to cure any ambiguity, omission, mistake, defect or inconsistency; (2) to provide for the assumption by a successor Person of the obligations of the Issuers or any Note Guarantor under the Indenture or the Security Documents; (3b) to provide for uncertificated Notes in addition to or in place of certificated Notes (provided that or to alter the uncertificated Notes are issued in registered provisions of Article 2 or the Appendix hereof relating to the form for purposes of Section 163(f) of the Code, or Notes (including the related definitions) in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code)does not materially adversely affect any Holder; (4c) to add Guarantees with respect to provide for the Notes or to add additional Collateral to secure the Notes and the Note Guarantees; (5) to add to the covenants assumption of the Issuers Company’s, Holdings’ or any Note Guarantor for the benefit of a Guarantor’s obligations to the Holders of the Notes by a successor to the Company, Holdings or a Guarantor pursuant to surrender any right Article 5 or power conferred upon the Issuers or any Note Guarantor;Article 11 hereof, (6d) to make any change that would provide any additional rights or benefits to the Holders of any series the Notes or that does not adversely affect the legal rights under this Indenture hereunder of any such HolderHolder of the Notes; (7e) 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 Notes issued after the Issue Date in accordance with the limitations set forth in this Indenture; (g) to allow any Guarantor to execute a supplemental indenture and/or a Guarantee with respect to the Notes; (h) to provide for the issuance of Exchange Notes or Private Exchange Notes; or (i) to conform the text of the Indenture, the Notes, any Note Guarantee, the Intercreditor Agreement or any Security Document to the description and terms of such Notes in the offering circular, offering memorandum, prospectus supplement or other offering document applicable to such Notes as the time of the initial sale thereof; (8) to make any amendment to the provisions of the Indenture relating to the transfer and legending of Notes; provided, however, that (a) compliance with the 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; (9) to release Collateral from the Lien under the Security Document when permitted or required by the Security Documents, the Indenture or the Intercreditor Agreement; (10) to evidence and provide for the acceptance and appointment under the Indenture of a successor Trustee or Collateral Agent thereunder pursuant to the requirements thereof; (11) to release a Note Guarantor pursuant to the terms of Article 10; (12) to change or eliminate any of the provisions of this Indenture; provided that any such change or elimination shall not be effective with respect to any outstanding Notes of any series created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision; or (13) to change or eliminate any provisions of this Indenture Guarantees or the Notes to eliminate the effect of any Accounting Change or in the application thereof as described in the last paragraph provision of the definition of “GAAP.” The consent of the Holders Description of the Notes is not necessary to approve the particular form of any proposed amendment. It is sufficient if extent that such consent approves provision in the substance Description of the proposed amendmentNotes was intended to be a verbatim recitation of a provision of the Indenture, the Guarantees or the Notes. Upon the request of the Issuers Company accompanied by a resolution of their respective boards its Board of directors Directors authorizing the execution of any such amended or supplemental indentureIndenture, and upon receipt by the Trustee and of the Collateral Agent an Officers’ Certificate and an Opinion of Counsel pursuant to documents described in Section 9.067.02 hereof, the Trustee and the Collateral Agent shall join with the Issuers Company, Holdings and any Note the Guarantors in the execution of any amended or supplemental indenture Indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee and the Collateral Agent shall not be obligated to enter into such amended or supplemental indenture Indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture, the IssuersCompany, the Trustee Guarantors and the Collateral Agent Trustee may amend or supplement this Indenture, the Intercreditor Agreement, any Note Guarantee, any Security Document Indenture or the Notes or the Subsidiary Guarantees without the consent of any Holder of a NoteNotes: (1) to cure any ambiguity, omission, mistake, defect or inconsistency; (2) to provide for the assumption by a successor Person of the obligations of the Issuers or any Note Guarantor under the Indenture or the Security Documents; (3) to provide for uncertificated Notes in addition to or in place of certificated Notes Notes; (provided that 3) to provide for the uncertificated Notes are issued in registered form for purposes of Section 163(f) assumption of the Code, Company’s or in a manner such that Guarantor’s obligations to the uncertificated Notes are described in Section 163(f)(2)(B) Holders of the Code)Notes and Subsidiary 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 add Guarantees with respect to effect the Notes or to add additional Collateral to secure the Notes release of a Guarantor from its Subsidiary Guarantee and the Note Guaranteestermination of such Subsidiary Guarantee, all in accordance with the provisions of this Indenture governing such release and termination; (5) to add any Subsidiary Guarantees or to the covenants of the Issuers or any Note Guarantor for the benefit of the Holders of secure the Notes or to surrender any right or power conferred upon the Issuers or any Note GuarantorSubsidiary Guarantees; (6) to make any change that would provide any additional rights or benefits to the Holders of any series the Notes or that does not adversely affect the legal rights under this Indenture hereunder of any such Holder; (7) to conform the text comply with requirements of the Indenture, SEC in order to effect or maintain the Notes, any Note Guarantee, qualification of this Indenture under the Intercreditor Agreement or any Security Document to the description and terms of such Notes in the offering circular, offering memorandum, prospectus supplement or other offering document applicable to such Notes as the time of the initial sale thereofTIA; (8) to make conform the text of this Indenture or the Notes to any amendment provision of the “Description of Notes” section of the Offering Circular, to the provisions of the Indenture relating to the transfer and legending extent that such provision in that “Description of Notes; provided” was intended to be a verbatim recitation of a provision of this Indenture, however, that (a) compliance with the Indenture as so amended would not result in Notes being transferred in violation of Subsidiary Guarantees or 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; (9) to release Collateral from provide for the Lien under issuance of Additional Notes in accordance with the Security Document when permitted or required by the Security Documents, the Indenture or the Intercreditor Agreement;limitations set forth in this Indenture; or (10) to evidence and provide for the acceptance and appointment under the Indenture of a successor Trustee or Collateral Agent thereunder pursuant to the requirements thereof; (11) to release a Note Guarantor pursuant to the terms of Article 10; (12) to change or eliminate any of in accordance with the provisions of this Indenture; provided that any such change or elimination shall not be effective with respect to any outstanding Notes of any series created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision; or (13) to change or eliminate any provisions of this Indenture or the Notes to eliminate the effect of any Accounting Change or in the application thereof as described in the last paragraph of the definition of “GAAP.” The consent of the Holders of the Notes is not necessary to approve the particular form of any proposed amendment. It is sufficient if such consent approves the substance of the proposed amendment. Upon the request of the Issuers Company accompanied by a resolution of their respective boards its Board of directors Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee and of the Collateral Agent an Officers’ Certificate and an Opinion of Counsel pursuant to documents described in Section 9.067.02 hereof, the Trustee and the Collateral Agent shall will join with the Issuers Company and any Note the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee and the Collateral Agent shall will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture, without the consent of any Holder of Notes, the Issuers, the Trustee Guarantors and the Collateral Agent Trustee may amend or supplement this Indenture, the Intercreditor AgreementNotes, any the Note Guarantee, any Security Document Guarantees or the Notes without the consent of any Holder of a NoteSecurity Documents: (1) to cure any ambiguity, omission, mistake, defect or inconsistency; (2) to provide for the assumption by a successor Person corporation of the obligations of the Issuers or any Note Guarantor under the Indenture or the Security Documentsthis Indenture; (3) to provide for uncertificated Notes in addition to or in place of certificated Notes (provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code); (4) to add Guarantees with respect to the Notes or to add additional Collateral to secure the Notes and the Note GuaranteesNotes; (5) to add to the covenants of the Issuers or any Note Guarantor for the benefit of the Holders of the Notes or to surrender any right or power conferred upon the Issuers or any Note Guarantor; (6) to make any change that would provide any additional rights or benefits to Holders of any series or that does not adversely affect the legal rights under this Indenture of any such Holderholder of the Notes; (7) to conform the text comply with any requirement of the Indenture, SEC in connection with the Notes, any Note Guarantee, qualification of this Indenture under the Intercreditor Agreement or any Security Document to the description and terms of such Notes in the offering circular, offering memorandum, prospectus supplement or other offering document applicable to such Notes as the time of the initial sale thereofTrust Indenture Act; (8) to make any amendment to the provisions of the this Indenture relating to the form, authentication, transfer and legending of Notes; provided, however, that (a) compliance with the 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; (9) to release Collateral from conform the Lien under the Security Document when permitted or required by the Security Documentstext of this Indenture, the Indenture Note Guarantees or the Intercreditor AgreementNotes to any provision of the “Description of the Notes” section of the Offering Memorandum to the extent that such provision in the “Description of the Notes” section of the Offering Memorandum was intended to be a verbatim recitation of a provision of this Indenture, the Note Guarantees, or this Notes, as applicable; (10) to evidence and provide for the acceptance and appointment if necessary, in connection with any addition or release of Collateral permitted under the terms of this Indenture of a successor Trustee or Collateral Agent thereunder pursuant to the requirements thereof;Security Documents; or (11) to release a Note Guarantor pursuant provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereof. In addition, the Holders will be deemed to have consented for purposes of the Security Documents and the Intercreditor Agreement to any amendments, waivers and other modifications to the terms of Article 10; Security Documents and the Intercreditor Agreement to add other parties (12or any authorized agent thereof or trustee therefor) holding Other Pari Passu Lien Obligations or First Priority Lien Obligations that are Incurred in compliance with this Indenture and the Security Documents. The Trustee and the Collateral Trustee shall be entitled to change or eliminate any rely upon a certificate delivered by an officer of the provisions of this Indenture; provided Company certifying that any such change Other Pari Passu Lien Obligations or elimination shall not be effective First Priority Lien Obligations, as the case may be, were issued or borrowed in compliance with respect to any outstanding Notes of any series created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision; or (13) to change or eliminate any provisions of this Indenture or and the Notes to eliminate the effect of any Accounting Change or in the application thereof as described in the last paragraph of the definition of “GAAP.” The consent of the Holders of the Notes is not necessary to approve the particular form of any proposed amendment. It is sufficient if such consent approves the substance of the proposed amendmentSecurity Documents. Upon the request of the Issuers accompanied by a resolution of their respective boards its Board of directors Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Sections 7.02, 9.05 and the Collateral Agent an Officers’ Certificate and an Opinion of Counsel pursuant to Section 9.0613.02 hereof, the Trustee and the Collateral Agent shall will join with the Issuers Issuer and any Note the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee and the Collateral Agent shall will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture, the Issuers, the Trustee Parent Guarantor and the Collateral Agent Trustee may amend or supplement this Indenture, the Intercreditor Agreement, any Note Guarantee, any Security Document Notes or the Notes Note Guarantee without the consent of any Holder of a Note: (1) to cure any ambiguity, omission, mistake, defect or inconsistency; (2) to provide for the assumption by a successor Person of the obligations of the Issuers or any Note Guarantor under the Indenture or the Security Documents; (3) to provide for uncertificated Notes in addition to or in place of certificated Notes Notes; (provided that 3) to provide for or confirm the uncertificated Notes are issued in registered form for purposes issuance 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)Additional Notes; (4) to add Guarantees with respect provide for the assumption of the Issuers’ or the Parent Guarantor’s obligations to Holders of Notes in the Notes case of a merger or consolidation or sale of all or substantially all of the assets of the Issuers pursuant to add additional Collateral to secure the Notes and the Note GuaranteesArticle 5; (5) to add to release any Subsidiary Guarantee in accordance with the covenants provisions of the Issuers or any Note Guarantor for the benefit of the Holders of the Notes or to surrender any right or power conferred upon the Issuers or any Note Guarantorthis Indenture; (6) to make any change that would provide any additional rights or benefits to the Holders of any series Notes or that does not adversely affect the legal rights under this Indenture of any such Holder;; or (7) to conform the text comply with requirements of the Indenture, SEC in order to effect or maintain the Notes, any Note Guarantee, the Intercreditor Agreement or any Security Document to the description and terms of such Notes in the offering circular, offering memorandum, prospectus supplement or other offering document applicable to such Notes as the time of the initial sale thereof; (8) to make any amendment to the provisions of the Indenture relating to the transfer and legending of Notes; provided, however, that (a) compliance with the 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; (9) to release Collateral from the Lien under the Security Document when permitted or required by the Security Documents, the Indenture or the Intercreditor Agreement; (10) to evidence and provide for the acceptance and appointment under the Indenture of a successor Trustee or Collateral Agent thereunder pursuant to the requirements thereof; (11) to release a Note Guarantor pursuant to the terms of Article 10; (12) to change or eliminate any of the provisions of this Indenture; provided that any such change or elimination shall not be effective with respect to any outstanding Notes of any series created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision; or (13) to change or eliminate any provisions qualification of this Indenture under the TIA or the Notes to eliminate the effect of any Accounting Change or in the application thereof otherwise as described in the last paragraph of the definition of “GAAP.” The consent of the Holders of the Notes is not necessary to approve the particular form of any proposed amendment. It is sufficient if such consent approves the substance of the proposed amendmentcomply with applicable law. Upon the request of the Issuers and the Parent Guarantor accompanied by a resolution of their respective boards of directors or the Board of Directors of CCI authorizing the execution of any such amended or supplemental indentureIndenture, Notes or Note Guarantee (or an amendment or supplement of any of the foregoing), and upon receipt by the Trustee and of the Collateral Agent an Officers’ Certificate and an Opinion of Counsel pursuant to documents described in Section 9.067.02, the Trustee and the Collateral Agent shall join with the Issuers and any Note Guarantors the Parent Guarantor in the execution of any amended or supplemental indenture Indenture, Notes or Note Guarantee authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee and the Collateral Agent shall not be obligated to enter into such amended or supplemental indenture Indenture, Notes or Note Guarantee that affects its own rights, duties or immunities under this Indenture Indenture, Notes, or Note Guarantee or otherwise.

Without Consent of Holders of Notes. (a) Notwithstanding Section 9.02 of this Indenture9.02, the IssuersCompany, the Trustee Guarantors, any other obligor under the Notes and the Collateral Agent Trustee may modify, supplement or amend or supplement this Indenture, the Intercreditor Agreement, any Note Guarantee, any Security Document Indenture or the Notes of either series without the consent of any Holder of a NoteNote of such series: (1) to cure any ambiguity, omission, mistake, defect or inconsistency, as evidenced to the Trustee in an Officers’ Certificate; provided that such modification shall not adversely affect the Holders of the Notes of such series in any material respect; (2) to provide for the assumption by a successor Person of the obligations of the Issuers Company or any Note Guarantor under the Indenture or the Security Documentspursuant to Article Five; (3) to provide for uncertificated Notes in addition to establish the forms or in place of certificated Notes (provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) terms of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code)issued under this Indenture; (4) to add Guarantees evidence the acceptance or appointment by a separate Trustee or successor Trustee with respect to the Notes of such series or to add additional Collateral to secure the Notes and the Note Guaranteesotherwise; (5) to add to reflect the covenants addition or release of any Guarantor from its Guarantee of the Issuers Notes of such series, in the manner provided in this Indenture, or to secure any Note Guarantor of the Notes or the Guarantees; (6) to provide for uncertificated Notes of such series in addition to certificated Notes of such series; (7) to mortgage, pledge, hypothecate or grant a security interest in favor of the Trustee for the benefit of the Holders of the Notes of such series as additional security for the payment and performance of the Company’s and any Guarantor’s obligations under this Indenture, in any property or assets, including any of which are required to surrender any right be mortgaged, pledged or power conferred upon hypothecated, or in which a security interest is required to be granted to or for the Issuers benefit of the Trustee pursuant to this Indenture or any Note Guarantorotherwise; (68) to comply with the rules of any applicable Depositary; (9) to conform the text of this Indenture, the Notes of such series or the Guarantees to any provision of the “Description of Notes” section in the Offering Memorandum; or (10) to make any change that would provide any additional rights or benefits benefit to the Holders of any the Notes of such series or that does not adversely affect the legal rights under this Indenture of any such Holder;Holder in any material respect. (7) to conform the text of the Indenture, the Notes, any Note Guarantee, the Intercreditor Agreement or any Security Document to the description and terms of such Notes in the offering circular, offering memorandum, prospectus supplement or other offering document applicable to such Notes as the time of the initial sale thereof; (8) to make any amendment to the provisions of the Indenture relating to the transfer and legending of Notes; provided, however, that (a) compliance with the 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; (9) to release Collateral from the Lien under the Security Document when permitted or required by the Security Documents, the Indenture or the Intercreditor Agreement; (10) to evidence and provide for the acceptance and appointment under the Indenture of a successor Trustee or Collateral Agent thereunder pursuant to the requirements thereof; (11) to release a Note Guarantor pursuant to the terms of Article 10; (12) to change or eliminate any of the provisions of this Indenture; provided that any such change or elimination shall not be effective with respect to any outstanding Notes of any series created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision; or (13) to change or eliminate any provisions of this Indenture or the Notes to eliminate the effect of any Accounting Change or in the application thereof as described in the last paragraph of the definition of “GAAP.” The consent of the Holders of the Notes is not necessary to approve the particular form of any proposed amendment. It is sufficient if such consent approves the substance of the proposed amendment. Upon the request of the Issuers accompanied by a resolution of their respective boards of directors authorizing the execution of any such amended or supplemental indentureCompany, and upon receipt by the Trustee of the documents described in Section 12.04 and the Collateral Agent an Officers’ Certificate and an Opinion of Counsel pursuant to Section 9.06, the Trustee and the Collateral Agent shall join with the Issuers Company and any Note Guarantors each Guarantor in the execution of any amended or supplemental indenture Indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee and the Collateral Agent shall not be obligated to enter into such amended or supplemental indenture Indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture, the IssuersCompany, the Trustee Guarantors (except that existing Guarantors need not execute a supplemental indenture entered into for the purposes of Section 9.01(d)) and the Collateral Agent Trustee may amend or supplement this Indenture, the Intercreditor Agreement, any Note Guarantee, any Security Document Subsidiary Guarantees or the Notes without the consent of any Holder of a Note: (1a) to cure any ambiguity, omission, mistake, defect or inconsistencyinconsistency or to make a modification of a formal, minor or technical nature or to correct a manifest error; (2) to provide for the assumption by a successor Person of the obligations of the Issuers or any Note Guarantor under the Indenture or the Security Documents; (3b) to provide for uncertificated Notes in addition to or in place of certificated Notes or to alter the provisions of Article 2 hereof (provided that including the uncertificated Notes are issued in registered form for purposes of Section 163(frelated definitions) of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code)does not materially adversely affect any Holder; (4c) to provide for the assumption of the Company’s or a Guarantor’s obligations to the Holders of the Notes by a successor to the Company pursuant to Article 5 or hereof; (d) to add Guarantees with respect to the Notes or to add additional Collateral to secure the Notes and the Note Guarantees(which supplemental indenture need not be executed by existing Guarantors); (5e) to add to the covenants of the Issuers Company or any Note Guarantor for the benefit of the Holders of the Notes or to surrender any right or power conferred upon the Issuers Company or any Note Guarantor; (6f) to make any change that would provide any additional rights or benefits to the Holders of any series the Notes or that does not adversely affect the legal rights under this Indenture hereunder of any such HolderHolder of a Note; (7g) to conform the text comply with requirements of the Indenture, SEC in order to effect or maintain the Notes, any Note Guarantee, qualification of this Indenture under the Intercreditor Agreement or any Security Document to the description and terms of such Notes in the offering circular, offering memorandum, prospectus supplement or other offering document applicable to such Notes as the time of the initial sale thereofTIA; (8) to make any amendment to the provisions of the Indenture relating to the transfer and legending of Notes; provided, however, that (a) compliance with the 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; (9) to release Collateral from the Lien under the Security Document when permitted or required by the Security Documents, the Indenture or the Intercreditor Agreement; (10h) to evidence and provide for the acceptance and appointment under the this Indenture of a successor Trustee or Collateral Agent thereunder pursuant to the requirements thereofhereof; (11i) to release a Note Guarantor pursuant conform the text of this Indenture, the Notes or the Subsidiary Guarantees to any provision of the “Description of the Notes” section of the Offering Memorandum to the terms extent that such provision was intended to be a substantially verbatim recitation of Article 10this Indenture, the Notes or the Subsidiary Guarantees; (12j) to change provide for the issuance of exchange or eliminate any of the provisions of this Indenture; provided that any such change or elimination shall not be effective with respect to any outstanding Notes of any series created prior to the execution of such supplemental indenture that is entitled to the benefit of such provisionprivate exchange notes; or (13k) to change or eliminate any provisions provide for the issuance of Additional Notes in accordance with this Indenture. However, no amendment may be made to Article 10 of this Indenture or the Notes conditions precedent to eliminate Legal Defeasance and Covenant Defeasance set forth in clause (e) of Section 8.04 hereof, in each case, that adversely affects the effect rights of any Accounting Change or in the application thereof as described in the last paragraph holder of Senior Debt of the definition Company or a Guarantor then outstanding unless the holders of “GAAP.” The such Senior Debt (or their representative) consent of the Holders of the Notes is not necessary to approve the particular form of any proposed amendment. It is sufficient if such consent approves the substance of the proposed amendmentchange. Upon the request of the Issuers Company accompanied by a resolution of their respective boards its Board of directors Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee and of the Collateral Agent an Officers’ Certificate and an Opinion of Counsel pursuant to documents described in Section 9.067.02 hereof, the Trustee and the Collateral Agent shall join with the Issuers Company and any Note the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee and the Collateral Agent shall not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. (a) Notwithstanding Section 9.02 hereof, without the consent of this Indentureany Holder of Notes, the IssuersCompany, the Trustee Guarantors and the Collateral Agent Trustee may amend or supplement this Indenture, the Intercreditor Agreement, any Note Guarantee, any Security Document Notes or the Notes without the consent of any Holder of a NoteNote Guarantees: (1) to cure any ambiguity, omission, mistake, defect or inconsistency; (2) to provide for the assumption by a successor Person of the obligations of the Issuers or any Note Guarantor under the Indenture or the Security Documents; (3) to provide for uncertificated Notes in addition to or in place of certificated Notes Notes; (provided that 3) to provide for the uncertificated Notes are issued in registered form for purposes of Section 163(f) assumption of the CodeCompany’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 such Company’s or such Guarantor’s assets, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code)as applicable; (4) to add Guarantees with respect to the Notes or to add additional Collateral to secure the Notes and the Note Guarantees; (5) to add to the covenants of the Issuers or any Note Guarantor for the benefit of the Holders of the Notes or to surrender any right or power conferred upon the Issuers or any Note Guarantor; (6) to make any change that would provide any additional rights or benefits to Holders the holders of any series Notes or that does not adversely affect the legal rights under this Indenture hereunder of any Holder; (5) to conform the text of this Indenture, the Notes or the Note Guarantees to any provision of the “Description of notes” in the Offering Memorandum to the extent that such Holderprovision in the “Description of notes” was intended to set forth, verbatim or in substance, a provision of this Indenture, the Notes or the Note Guarantees (which intent will be certified to the Trustee in an Officer’s Certificate); (6) to provide for the issuance of Additional Notes in accordance with the limitations set forth herein; (7) to conform secure the text of Notes or the Indenture, the Notes, any Note Guarantee, the Intercreditor Agreement or any Security Document Guarantees pursuant to the description and terms requirements of such Notes in the offering circular, offering memorandum, prospectus supplement or other offering document applicable to such Notes as the time of the initial sale thereofSection 4.12; (8) to make add any amendment additional Guarantor or to evidence the provisions release of the Indenture relating to the transfer and legending of Notes; providedany Guarantor from its Note Guarantee, however, that (a) compliance with the Indenture in each case 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 Notesprovided herein; (9) to release Collateral from evidence or provide for the Lien under the Security Document when permitted or required by the Security Documents, the Indenture or the Intercreditor Agreement;acceptance of appointment hereunder of a successor Trustee; or (10) to evidence and provide for the acceptance and appointment under the Indenture of a successor Trustee or Collateral Agent thereunder pursuant to the requirements thereof; (11) to release a Note Guarantor pursuant to the terms of Article 10; (12) to change or eliminate any of the provisions of this Indenture; provided that any such change or elimination shall not be effective with respect to any outstanding Notes consummation of any series created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision; or (13) to change or eliminate any provisions of this Indenture or the Notes to eliminate the effect of any Accounting Change or in the application thereof as described in the last paragraph of the definition of “GAAP.” The consent of the Holders of the Notes is not necessary to approve the particular form of any proposed amendment. It is sufficient if such consent approves the substance of the proposed amendmenttransaction permitted by Section 5.01 hereof. Upon the request of the Issuers accompanied by a resolution of their respective boards of directors Company authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee and of the Collateral Agent an Officers’ Certificate and an Opinion of Counsel pursuant documents described in Section 7.02 hereof, subject to Section 9.069.05, the Trustee and the Collateral Agent shall will join with the Issuers Company and any Note the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture hereof and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee and the Collateral Agent shall not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture, the IssuersIssuer, the Trustee Guarantors and the Collateral Agent Trustee may amend or supplement this Indenture, the Intercreditor Agreement, any Note Guarantee, any Security Document Indenture or the Notes or the Note Guarantees without the consent of any Holder of a Note: (1) to cure any ambiguity, omission, mistake, defect or inconsistency; (2) to provide for the assumption by a successor Person of the obligations of the Issuers or any Note Guarantor under the Indenture or the Security Documents; (3) to provide for uncertificated Notes in addition to or in place of certificated Notes (provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code)Notes; (43) to add Guarantees with respect to provide for the Notes or to add additional Collateral to secure the Notes and the Note Guarantees; (5) to add to the covenants assumption of the Issuers Issuer’s or any Note Guarantor for the benefit of a Guarantor’s obligations to the Holders of the Notes and Note Guarantees by a successor to the Issuer or such Guarantor pursuant to surrender any right Article 5 or power conferred upon the Issuers or any Note GuarantorArticle 10 hereof; (64) to make any change that would provide any additional rights or benefits to the Holders of any series the Notes or that does not adversely affect the legal rights under this Indenture hereunder of any such Holder; (75) 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 the Indenture, the Notes, any Note Guarantee, the Intercreditor Agreement or any Security Document to the description and terms of such Notes in the offering circular, offering memorandum, prospectus supplement or other offering document applicable to such Notes as the time of the initial sale thereof; (8) to make any amendment to the provisions of the Indenture relating to the transfer and legending of Notes; provided, however, that (a) compliance with the 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; (9) to release Collateral from the Lien under the Security Document when permitted or required by the Security Documents, the Indenture or the Intercreditor Agreement; (10) to evidence and provide for the acceptance and appointment under the Indenture of a successor Trustee or Collateral Agent thereunder pursuant to the requirements thereof; (11) to release a Note Guarantor pursuant to the terms of Article 10; (12) to change or eliminate any of the provisions of this Indenture; provided that any such change or elimination shall not be effective with respect to any outstanding Notes of any series created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision; or (13) to change or eliminate any provisions of this Indenture or the Notes to eliminate any provision of the effect “Description of Notes” section of the Issuer’s Offering Circular dated March 26, 2008, relating to the initial offering of the Notes, to the extent that such provision in that “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Note Guarantees or the Notes which intent shall be evidenced by an Officers’ Certificate of the Issuer 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; (8) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes; or (9) to comply with the rules of any Accounting Change or in the application thereof as described in the last paragraph of the definition of “GAAP.” The consent of the Holders of the Notes is not necessary to approve the particular form of any proposed amendment. It is sufficient if such consent approves the substance of the proposed amendmentapplicable securities depository. Upon the request of the Issuers Issuer accompanied by a resolution of their respective boards its Board of directors Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee and of the Collateral Agent an Officers’ Certificate and an Opinion of Counsel pursuant to documents described in Section 9.067.02 hereof, the Trustee and the Collateral Agent shall will join with the Issuers Issuer and any Note the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee and the Collateral Agent shall will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture, the IssuersCompany and the Trustee (and in the case of clauses (3) or (8) below, the Trustee and the Collateral Agent affected Guarantors) may amend or supplement this Indenture, the Intercreditor Agreement, any Note Guarantee, any Security Document Notes or the Notes Note Guarantees without the consent of any Holder of a NoteNotes: (1) to cure any ambiguity, omission, mistake, defect or inconsistency; (2) to provide for the assumption by a successor Person of the obligations of the Issuers or any Note Guarantor under the Indenture or the Security Documents; (3) to provide for uncertificated Notes in addition to or in place of certificated Notes Notes; (provided that 3) to provide for the uncertificated Notes are issued in registered form for purposes of Section 163(f) assumption of the Code, Company’s or in a manner Guarantor’s obligations to Holders of Notes and Note Guarantees by a successor to the Company or such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code)Guarantor pursuant to Article 5 or Article 11 hereof; (4) to add Guarantees with respect to the Notes or to add additional Collateral to secure the Notes and the Note Guarantees; (5) to add to the covenants of the Issuers or any Note Guarantor for the benefit of the Holders of the Notes or to surrender any right or power conferred upon the Issuers or any Note Guarantor; (6) to make any change that would provide any additional rights or benefits to the Holders of any series the Notes or that does not adversely affect the legal rights under hereunder of any Holder; (5) to comply with requirements of the Commission in order to effect or maintain the qualification of this Indenture under the TIA; (6) 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 to the extent that such Holderprovision in that “Description of notes” section was intended to be a verbatim recitation of a provision of this Indenture, the Notes or the Note Guarantees; (7) to conform provide for the text issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the Indenture, the Notes, any Note Guarantee, the Intercreditor Agreement or any Security Document to the description and terms of such Notes in the offering circular, offering memorandum, prospectus supplement or other offering document applicable to such Notes as the time of the initial sale thereofIssue Date; (8) to make allow any amendment Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the provisions of the Indenture relating to the transfer and legending of Notes; provided, however, that (a) compliance with the 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;or (9) to release Collateral from the Lien under the Security Document when permitted enter into additional or required by the supplemental Security Documents, the Indenture or the Intercreditor Agreement; (10) to evidence and provide for the acceptance and appointment under the Indenture of a successor Trustee or Collateral Agent thereunder pursuant to the requirements thereof; (11) to release a Note Guarantor pursuant to the terms of Article 10; (12) to change or eliminate any of the provisions of this Indenture; provided that any such change or elimination shall not be effective with respect to any outstanding Notes of any series created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision; or (13) to change or eliminate any provisions of this Indenture or the Notes to eliminate the effect of any Accounting Change or in the application thereof as described in the last paragraph of the definition of “GAAP.” The consent of the Holders of the Notes is not necessary to approve the particular form of any proposed amendment. It is sufficient if such consent approves the substance of the proposed amendment. Upon the request of the Issuers Company accompanied by a resolution of their respective boards its Board of directors Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee and of the Collateral Agent an Officers’ Certificate and an Opinion of Counsel pursuant to documents described in Section 9.067.02 hereof, the Trustee and the Collateral Agent shall will join with the Issuers Company and any Note the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee and the Collateral Agent shall will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture, the IssuersCompany, the Trustee Guarantors and the Collateral Agent Trustee may amend or supplement this Indenture, the Intercreditor AgreementNote Guarantees, any Note Guarantee, any Security Document the Notes or the Notes Collateral Documents without the consent of any Holder of a Note: (1a) to cure any ambiguity, omission, mistake, defect or inconsistency; (2) to provide for the assumption by a successor Person of the obligations of the Issuers or any Note Guarantor under the Indenture or the Security Documents; (3b) to provide for uncertificated Notes in addition to or in place of certificated Notes or to alter the provisions of Article 2 hereof (provided that including the uncertificated Notes are issued in registered form for purposes of Section 163(frelated definitions) of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code)does not materially adversely affect any Holder; (4c) to add Guarantees with respect to provide for the Notes or to add additional Collateral to secure the Notes and the Note Guarantees; (5) to add to the covenants assumption of the Issuers Company's or any Note Guarantor for the benefit of a Guarantor's obligations to the Holders of the Notes by a successor to the Company pursuant to Article 5 or to surrender any right or power conferred upon the Issuers or any Note GuarantorArticle 10 hereof; (6d) to make any change that would provide any additional rights or benefits to the Holders of any series the Notes or that does not adversely affect the legal rights under this Indenture hereunder of any such Holder; (7) to conform the text Holder of the Indenture, the Notes, any Note Guarantee, the Intercreditor Agreement or any Security Document to the description and terms of such Notes in the offering circular, offering memorandum, prospectus supplement or other offering document applicable to such Notes as the time of the initial sale thereof; (8) to make any amendment to the provisions of the Indenture relating to the transfer and legending of Notes; provided, however, that (a) compliance with the 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; (9e) to release Collateral from comply with requirements of the Lien SEC in order to effect or maintain the qualification of this Indenture under the Security Document when permitted or required by the Security Documents, the Indenture or the Intercreditor AgreementTIA; (10f) to evidence and provide for the acceptance and appointment under the allow any Guarantor to execute a supplemental Indenture of and/or a successor Trustee or Collateral Agent thereunder pursuant Note Guarantee with respect to the requirements thereofNotes; provided that the interests of the Holders would not be adversely affected thereby; (11g) to release a Note allow any Guarantor pursuant or Heller Debtor Subsidiary to the terms of Article 10; (12) to change or eliminate enter into any of the provisions of this Indentureadditional Collateral Docuxxxx; provided that any such change or elimination shall the interests of the Holders would not be effective with respect to any outstanding Notes of any series created prior to the execution of such supplemental indenture that is entitled to the benefit of such provisionadversely affected thereby; or (13h) to change or eliminate any provisions provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture or the Notes to eliminate the effect of any Accounting Change or in the application thereof as described in the last paragraph of the definition of “GAAP.” The consent of the Holders of the Notes is not necessary to approve the particular form of any proposed amendment. It is sufficient if such consent approves the substance of the proposed amendmentdate hereof. Upon the request of the Issuers Company accompanied by a resolution of their respective boards its Board of directors Directors authorizing the execution of any such amended or supplemental indentureIndenture, and upon receipt by the Trustee and of the Collateral Agent an Officers’ Certificate and an Opinion of Counsel pursuant to documents described in Section 9.067.02(b) hereof, the Trustee and the Collateral Agent shall join with the Issuers Company and any Note the Guarantors in the execution of any amended or supplemental indenture Indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee and the Collateral Agent shall not be obligated to enter into such amended or supplemental indenture Indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture, the IssuersCompany, the Trustee Guarantors and the Collateral Agent Trustee may amend or supplement this Indenture, the Intercreditor AgreementNote Guarantees, any Note Guarantee, any Security Document the Notes or the Notes Collateral Documents without the consent of any Holder of a Note: (1a) to cure any ambiguity, omission, mistake, defect or inconsistency; (2) to provide for the assumption by a successor Person of the obligations of the Issuers or any Note Guarantor under the Indenture or the Security Documents; (3b) to provide for uncertificated Notes in addition to or in place of certificated Notes or to alter the provisions of Article 2 hereof (provided that including the uncertificated Notes are issued in registered form for purposes of Section 163(frelated definitions) of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code)does not materially adversely affect any Holder; (4c) to add Guarantees with respect to provide for the Notes or to add additional Collateral to secure the Notes and the Note Guarantees; (5) to add to the covenants assumption of the Issuers Company's or any Note Guarantor for the benefit of a Guarantor's obligations to the Holders of the Notes by a successor to the Company pursuant to Article 5 or to surrender any right or power conferred upon the Issuers or any Note GuarantorArticle 10 hereof; (6d) to make any change that would provide any additional rights or benefits to the Holders of any series the Notes or that does not adversely affect the legal rights under this Indenture hereunder of any such Holder; (7) to conform the text Holder of the Indenture, the Notes, any Note Guarantee, the Intercreditor Agreement or any Security Document to the description and terms of such Notes in the offering circular, offering memorandum, prospectus supplement or other offering document applicable to such Notes as the time of the initial sale thereof; (8) to make any amendment to the provisions of the Indenture relating to the transfer and legending of Notes; provided, however, that (a) compliance with the 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; (9e) to release Collateral from comply with requirements of the Lien SEC in order to effect or maintain the qualification of this Indenture under the Security Document when permitted or required by the Security Documents, the Indenture or the Intercreditor AgreementTIA; (10f) to evidence and provide for the acceptance and appointment under the allow any Guarantor to execute a supplemental Indenture of and/or a successor Trustee or Collateral Agent thereunder pursuant Note Guarantee with respect to the requirements thereofNotes; provided that the interests of the Holders would not be adversely affected thereby; (11g) to release a Note allow any Guarantor pursuant or Xxxxxx Debtor Subsidiary to the terms of Article 10; (12) to change or eliminate enter into any of the provisions of this Indentureadditional Collateral Document; provided that any such change or elimination shall the interests of the Holders would not be effective with respect to any outstanding Notes of any series created prior to the execution of such supplemental indenture that is entitled to the benefit of such provisionadversely affected thereby; or (13h) to change or eliminate any provisions provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture or the Notes to eliminate the effect of any Accounting Change or in the application thereof as described in the last paragraph of the definition of “GAAP.” The consent of the Holders of the Notes is not necessary to approve the particular form of any proposed amendment. It is sufficient if such consent approves the substance of the proposed amendmentdate hereof. Upon the request of the Issuers Company accompanied by a resolution of their respective boards its Board of directors Directors authorizing the execution of any such amended or supplemental indentureIndenture, and upon receipt by the Trustee and of the Collateral Agent an Officers’ Certificate and an Opinion of Counsel pursuant to documents described in Section 9.067.02(b) hereof, the Trustee and the Collateral Agent shall join with the Issuers Company and any Note the Guarantors in the execution of any amended or supplemental indenture Indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee and the Collateral Agent shall not be obligated to enter into such amended or supplemental indenture Indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture, the IssuersCompany, the Trustee Guarantors and the Collateral Agent Trustee may amend or supplement this Indenture, the Intercreditor Agreement, any Note Guarantee, any Security Document Guarantees or the Notes without the consent of any Holder of a Note: (1a) to cure any ambiguity, omission, mistake, defect or inconsistency; (2) to provide for the assumption by a successor Person of the obligations of the Issuers or any Note Guarantor under the Indenture or the Security Documents; (3b) to provide for uncertificated Notes in addition to or in place of certificated Notes (provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code)) or to alter the provisions of Article 2 or the Appendix hereof relating to the form of the Notes (including the related definitions) in a manner that does not adversely affect any Holder; (4c) to add Guarantees with respect to provide for the Notes or to add additional Collateral to secure the Notes and the Note Guarantees; (5) to add to the covenants assumption of the Issuers Company's or any Note Guarantor for the benefit of a Guarantor's obligations to the Holders of the Notes by a successor to the Company or a Guarantor pursuant to surrender any right Article 5 or power conferred upon the Issuers or any Note Guarantor;Section 11.06 hereof, (6d) to make any change that would provide any additional rights or benefits to the Holders of any series the Notes or that does not adversely affect the legal rights under this Indenture hereunder of any such Holder; (7) to conform the text Holder of the Indenture, the Notes, any Note Guarantee, the Intercreditor Agreement or any Security Document to the description and terms of such Notes in the offering circular, offering memorandum, prospectus supplement or other offering document applicable to such Notes as the time of the initial sale thereof; (8) to make any amendment to the provisions of the Indenture relating to the transfer and legending of Notes; provided, however, that (a) compliance with the 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; (9e) 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 Notes issued after the Issue Date in accordance with the limitations set forth in this Indenture; (g) to release Collateral any Guarantor from the Lien under the Security Document when permitted or required by the Security Documents, the Indenture or the Intercreditor Agreementits Guarantee in accordance with this Indenture; (10h) to evidence and provide for the acceptance and appointment under the Indenture of allow any Guarantor to execute a successor Trustee or Collateral Agent thereunder pursuant to the requirements thereof; (11) to release supplemental indenture and/or a Note Guarantor pursuant to the terms of Article 10; (12) to change or eliminate any of the provisions of this Indenture; provided that any such change or elimination shall not be effective Guarantee with respect to any outstanding Notes of any series created prior to the execution of such supplemental indenture that is entitled to the benefit of such provisionNotes; or (13i) to make any change or eliminate any provisions in Article 10 and Article 12 of this Indenture that would limit or terminate the Notes benefits available to eliminate the effect any holder of any Accounting Change or in the application thereof as described in the last paragraph Senior Debt of the definition Company or a holder of “GAAP.” The consent of the Holders of the Notes is not necessary to approve the particular form of Guarantor Senior Debt (or any proposed amendment. It is sufficient if Representative thereof) under such consent approves the substance of the proposed amendmentArticle 10 and Article 12. Upon the request of the Issuers Company accompanied by a resolution of their respective boards its Board of directors Directors authorizing the execution of any such amended or supplemental indentureIndenture, and upon receipt by the Trustee and of the Collateral Agent an Officers’ Certificate and an Opinion of Counsel pursuant to documents described in Section 9.067.02 hereof, the Trustee and the Collateral Agent shall join with the Issuers Company and any Note the Guarantors in the execution of any amended or supplemental indenture Indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee and the Collateral Agent shall not be obligated to enter into such amended or supplemental indenture Indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 9.02, without the consent of this Indentureany Holder of Notes, the Issuers, the Trustee Guarantors and the Collateral Agent Trustee may amend or supplement this Indenture, the Intercreditor Agreement, any Note Guarantee, any Security Document Notes or the Notes without the consent of any Holder of a NoteNote Guarantees: (1a) to cure any ambiguity, omission, mistake, defect or inconsistency; (2) to provide for the assumption by a successor Person of the obligations of the Issuers or any Note Guarantor under the Indenture or the Security Documents; (3b) to provide for uncertificated Notes in addition to or in place of certificated Notes (provided that the uncertificated Notes 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); (4c) to add Guarantees with respect to the Notes or to add additional Collateral to secure the Notes and the Note Guarantees; (5) to add to the covenants of the Issuers or any Note Guarantor provide for the benefit assumption of an Issuer’s or a Guarantor’s obligations to the Holders of the Notes and Note Guarantees by a successor to an Issuer or such Guarantor pursuant to surrender any right Article 5 or power conferred upon the Issuers or any Note GuarantorArticle 10 hereof; (6d) to make any change that would provide any additional rights or benefits to the Holders of any series the Notes or that does not adversely affect the legal contractual rights under this Indenture hereunder of any such Holder; (7e) 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 the this Indenture, the Notes or the Note Guarantees to any provision of the “Description of the Notes” section of the Offering Memorandum, any Note Guaranteeto the extent that such provision in that “Description of the Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Intercreditor Agreement Notes or any Security Document the Note Guarantees, which intent may be evidenced by an Officers’ Certificate to the description and terms of such Notes in the offering circular, offering memorandum, prospectus supplement or other offering document applicable to such Notes as the time of the initial sale thereofthat effect; (8) to make any amendment to the provisions of the Indenture relating to the transfer and legending of Notes; provided, however, that (a) compliance with the 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; (9g) to release Collateral from the Lien under the Security Document when permitted or required by the Security Documents, the Indenture or the Intercreditor Agreement; (10) to evidence and provide for the acceptance and appointment under issuance of Additional Notes in accordance with the limitations set forth in this Indenture of a successor Trustee or Collateral Agent thereunder pursuant to the requirements thereof; (11) to release a Note Guarantor pursuant to the terms of Article 10; (12) to change or eliminate any as of the provisions of this Indenture; provided that any such change or elimination shall not be effective with respect to any outstanding Notes of any series created prior to the execution of such supplemental indenture that is entitled to the benefit of such provisionIssue Date; or (13h) to change or eliminate allow any provisions of this Indenture or Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes to eliminate the effect of any Accounting Change or in the application thereof as described in the last paragraph of the definition of “GAAP.” The consent of the Holders of the Notes is not necessary to approve the particular form of any proposed amendment. It is sufficient if such consent approves the substance of the proposed amendmentNotes. Upon the request of the Issuers accompanied by a resolution resolutions of their respective boards Boards of directors Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee and of the Collateral Agent an Officers’ Certificate and an Opinion of Counsel pursuant to documents described in Section 9.067.02 hereof, the Trustee and the Collateral Agent shall will join with the Issuers and any Note the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee and the Collateral Agent shall will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture, the Issuers, the Trustee Guarantors and the Collateral Agent Trustee may amend or supplement this Indenture, the Intercreditor Agreement, any Note Guarantee, any Security Document Indenture or the Notes or the Note Guarantees without the consent of any Holder of a Note: (1) to cure any ambiguity, omission, mistake, defect or inconsistency; (2) to provide for the assumption by a successor Person of the obligations of the Issuers or any Note Guarantor under the Indenture or the Security Documents; (3) to provide for uncertificated Notes in addition to or in place of certificated Notes (provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code)Notes; (43) to add Guarantees with respect to the Notes or to add additional Collateral to secure the Notes and the Note Guarantees; (5) to add to the covenants of the Issuers or any Note Guarantor provide for the benefit assumption of an Issuer’s or a Guarantor’s obligations to the Holders of the Notes and Note Guarantees in the case of a merger or to surrender any right consolidation or power conferred upon disposition of all or substantially all of the Issuers Issuers’ or any Note Guarantorsuch Guarantors’ properties or assets, as applicable; (64) to make any change that would provide any additional rights or benefits to the Holders of any series the Notes or that does not adversely affect the legal rights under this Indenture hereunder of any such Holder; (75) to conform the text of the this Indenture, the Notes, Notes or the Note Guarantees to any Note Guaranteeprovision of the “Description of notes” section of the Issuers’ Offering Memorandum to the extent that such provision was intended to be a verbatim recitation of a provision of this Indenture, the Intercreditor Agreement Notes or the Note Guarantees; (6) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the Issue Date; (7) to allow any Security Document Guarantor to execute a supplemental indenture or a notation of a Note Guarantee with respect to the description and terms Notes or to reflect the release of such Notes a Note Guarantee in the offering circular, offering memorandum, prospectus supplement or other offering document applicable to such Notes as the time of the initial sale thereofaccordance with this Indenture; (8) to make any amendment to secure the provisions of Notes or the Indenture relating to the transfer and legending of Notes; provided, however, that (a) compliance with the 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 NotesNote Guarantees; (9) to release Collateral from comply with the Lien under the Security Document when permitted or required by the Security Documents, the Indenture or the Intercreditor Agreementrules of any applicable securities depository; (10) to evidence and provide for comply with requirements of the acceptance and appointment SEC in order to effect or maintain the qualification of this Indenture under the Indenture of a successor Trustee or Collateral Agent thereunder pursuant to the requirements thereof;TIA; or (11) to release a Note Guarantor pursuant to provide for the terms reorganization of Article 10; (12) to change or eliminate Antero Midstream Partners as any of the provisions of this Indenture; provided that any such change or elimination shall not be effective with respect to any outstanding Notes of any series created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision; or (13) to change or eliminate any provisions of this Indenture or the Notes to eliminate the effect of any Accounting Change or in the application thereof as described in the last paragraph of the definition of “GAAP.” The consent of the Holders of the Notes is not necessary to approve the particular other form of any proposed amendment. It is sufficient if such consent approves the substance of the proposed amendmententity, in accordance with Section 5.01(a). Upon the request of the Issuers accompanied by a resolution of their respective boards of directors authorizing the execution of any such amended or supplemental indentureIssuers, and upon receipt by the Trustee and of the Collateral Agent an Officers’ Certificate and an Opinion of Counsel pursuant to documents described in Section 9.069.05 hereof, the Trustee and the Collateral Agent shall will join with the Issuers and any Note the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee and the Collateral Agent shall will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture, the Issuers, the Trustee Guarantors and the Collateral Agent Trustee may amend or supplement this Indenture, the Intercreditor Agreement, any Note Guarantee, any Security Document Notes or the Notes Note Guarantees without the consent of any Holder of a NoteNotes: (1) to cure any ambiguity, omission, mistake, defect or inconsistency; (2) to provide for the assumption by a successor Person of the obligations of the Issuers or any Note Guarantor under the Indenture or the Security Documents; (3) to provide for uncertificated Notes in addition to or in place of certificated Notes (provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code)Notes; (43) to add Guarantees with respect to the Notes or to add additional Collateral to secure the Notes and the Note Guarantees; (5) to add to the covenants of the Issuers or any Note Guarantor provide for the benefit assumption of an Issuer’s or a Guarantor’s obligations to the Holders of the Notes and Note Guarantees in the case of a merger or to surrender any right consolidation or power conferred upon the Issuers sale of all or any Note substantially all of such Issuer’s or such Guarantor’s properties or assets, as applicable; (64) to make any change that would provide any additional rights or benefits to the Holders of any series the Notes or that does not adversely affect the legal rights under this Indenture hereunder of any such Holder; (75) 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 a notation of a Note Guarantee to any provision of the Indenture, “Description of Notes” section of the Notes, any Note Guarantee, the Intercreditor Agreement or any Security Document Offering Memorandum to the description and terms extent that such text of this Indenture or such notation of a Note Guarantee was intended to reflect such provision of such “Description of Notes”, which intent shall be evidenced by an Officers’ Certificate; (7) to provide for the issuance of Additional Notes in accordance with the offering circular, offering memorandum, prospectus supplement or other offering document applicable to such Notes limitations set forth in this Indenture as the time of the initial sale thereofdate of this Indenture; (8) to make allow any amendment Guarantor to execute a supplemental indenture and/or a notation of Note Guarantee with respect to the provisions Notes or to reflect the addition or release of the Indenture relating to the transfer and legending of Notes; provided, however, that (a) compliance a Note Guarantee in accordance with the 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 Notesthis Indenture; (9) to release Collateral from secure the Lien under Notes and/or the Security Document when permitted or required by the Security Documents, the Indenture or the Intercreditor Agreement;Note Guarantees; or (10) to evidence and provide for the acceptance and appointment under the Indenture reorganization of a successor Trustee or Collateral Agent thereunder pursuant to the requirements thereof; (11) to release a Note Guarantor pursuant to the terms Sunoco LP as any other form of Article 10; (12) to change or eliminate any of entity, in accordance with the provisions of this Indenture; provided that any such change or elimination shall not be effective with respect to any outstanding Notes of any series created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision; or (13) to change or eliminate any provisions of this Indenture or the Notes to eliminate the effect of any Accounting Change or in the application thereof as described in the last paragraph of the definition of “GAAP.” The consent of the Holders of the Notes is not necessary to approve the particular form of any proposed amendment. It is sufficient if such consent approves the substance of the proposed amendmentSection 5.01 hereof. Upon the request of the Issuers accompanied by a resolution of their respective boards of directors authorizing the execution of any such amended or supplemental indentureIssuers, and upon receipt by the Trustee and of the Collateral Agent an Officers’ Certificate and an Opinion of Counsel pursuant to documents described in Section 9.069.06 hereof, the Trustee and the Collateral Agent shall will join with the Issuers and any Note the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture Section 9.01 and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee and the Collateral Agent shall will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 of hereof, the Issuer, any Guarantor (with respect to a Note Guarantee or this Indenture, the Issuers, ) and the Trustee and the Collateral Agent may amend or supplement this Indenture, the Intercreditor Agreement, Indenture and any Note Guarantee, any Security Document Guarantee or the Notes or other agreements or instruments entered into by the Issuer in connection with this Indenture without the consent of any Holder of a NoteHolder: (1) to cure any ambiguity, omission, mistake, defect or inconsistency; (2) to provide for the assumption by a successor Person of the obligations of the Issuers or any Note Guarantor under the Indenture or the Security Documents; (3) to provide for uncertificated Notes in addition to or in place of certificated Notes Notes; (provided that 3) to provide for the uncertificated Notes are issued in registered form for purposes of Section 163(f) assumption of the Code, Issuer’s or a Guarantor’s obligations to Holders of Notes and Note Guarantees in the case of a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) merger or consolidation or sale of all or substantially all of the Code)Issuer’s or such Guarantor’s assets, as applicable; (4) to add Guarantees with respect to the Notes or to add additional Collateral to secure the Notes and the Note Guarantees; (5) to add to the covenants of the Issuers or any Note Guarantor for the benefit of the Holders of the Notes or to surrender any right or power conferred upon the Issuers or any Note Guarantor; (6) to make any change that would provide any additional rights or benefits to the Holders of any series Notes or that does not adversely affect the legal rights under this Indenture of any such HolderHolder in any material respects; (5) to release a Guarantor upon its sale or designation as an Unrestricted Subsidiary or other permitted release from its Note Guarantee; (6) to comply with the requirements of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act of 1939, as amended; (7) to conform the text of the this Indenture, the Notes, or the Note Guarantees to any Note Guaranteeprovision of the “Description of Notes” in the Offering Memorandum to the extent that such provision in the “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Intercreditor Agreement Notes or any Security Document to the description and terms of such Notes Note Guarantees as evidenced in the offering circular, offering memorandum, prospectus supplement or other offering document applicable to such Notes as the time of the initial sale thereofan Officer’s Certificate; (8) to make any amendment to provide for the provisions issuance of the Indenture relating to the transfer and legending of Notes; provided, however, that (a) compliance Additional Notes in accordance with the Indenture as so amended would not result limitations set forth 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 Notesthis Indenture; (9) to release Collateral from the Lien under the Security Document when permitted or required by the Security Documents, the Indenture or the Intercreditor Agreement; (10) allow any Guarantor to evidence and provide for the acceptance and appointment under the Indenture of execute a successor Trustee or Collateral Agent thereunder pursuant to the requirements thereof; (11) to release supplemental indenture and/or a Note Guarantor pursuant to the terms of Article 10; (12) to change or eliminate any of the provisions of this Indenture; provided that any such change or elimination shall not be effective Guarantee with respect to any outstanding Notes of any series created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision; or (13) to change or eliminate any provisions of this Indenture or the Notes to eliminate the effect of any Accounting Change or in the application thereof as described in the last paragraph of the definition of “GAAP.” The consent of the Holders of the Notes is not necessary to approve the particular form of any proposed amendment. It is sufficient if such consent approves the substance of the proposed amendmentNotes. Upon the request of the Issuers Issuer accompanied by a resolution of their respective boards its Board of directors Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee and of the Collateral Agent an Officers’ Certificate and an Opinion of Counsel pursuant to documents described in Section 9.069.05 hereof, the Trustee and the Collateral Agent shall join with the Issuers Issuer and any Note the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee and the Collateral Agent shall not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture, the IssuersCompany, the Trustee Guarantors and the Collateral Agent Trustee may amend or supplement this Indenture, the Intercreditor Agreement, any Note Guarantee, any Security Document Indenture or the Notes or the Note Guarantees without the consent of any Holder of a NoteHolder: (1) to cure any ambiguity, omissiondefect, mistake, defect omission or inconsistency, as determined in good faith by the Board of Directors of the Company; (2) to provide for the assumption by a successor Person of the obligations of the Issuers or any Note Guarantor under the Indenture or the Security Documents; (3) to provide for uncertificated Notes in addition to or in place of certificated Notes (provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code)Notes; (43) to add Guarantees with respect to provide for the Notes or to add additional Collateral to secure the Notes and the Note Guarantees; (5) to add to the covenants assumption of the Issuers Company’s or any Note Guarantor for the benefit of a Guarantor’s obligations to the Holders of the Notes and Note Guarantees by a successor to the Company or such Guarantor pursuant to surrender any right Article 5 or power conferred upon the Issuers or any Note GuarantorArticle 10 hereof; (64) to make any change that would provide any additional rights or benefits to the Holders of any series the Notes or that does not adversely affect the legal rights under hereunder of any Holder; (5) 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 Notes or the Note Guarantees to any provision of the “Description of Notes” section of the Offering Circular, relating to the offering of the Initial Notes, to the extent that such Holderprovision in that “Description of Notes” was intended, as determined in good faith by the Company’s Board of Directors, to be a verbatim recitation of a provision of this Indenture, the Note Guarantees or the Notes; (7) to conform provide for the text issuance of the Indenture, the Notes, any Note Guarantee, the Intercreditor Agreement or any Security Document to the description and terms of such Additional Notes in accordance with the offering circular, offering memorandum, prospectus supplement or other offering document applicable to such Notes as the time of the initial sale thereof;limitations set forth in this Indenture; or (8) to make allow any amendment Guarantor to the provisions of the Indenture relating to the transfer and legending of Notes; provided, however, that (a) compliance with the Indenture as so amended would not result in Notes being transferred in violation of the Securities Act execute a supplemental indenture or any other applicable securities law and (b) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (9) to release Collateral from the Lien under the Security Document when permitted or required by the Security Documents, the Indenture or the Intercreditor Agreement; (10) to evidence and provide for the acceptance and appointment under the Indenture of a successor Trustee or Collateral Agent thereunder pursuant to the requirements thereof; (11) to release a Note Guarantor pursuant to the terms of Article 10; (12) to change or eliminate any of the provisions of this Indenture; provided that any such change or elimination shall not be effective Guarantee with respect to any outstanding Notes of any series created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision; or (13) to change or eliminate any provisions of this Indenture or the Notes to eliminate the effect of any Accounting Change or in the application thereof as described in the last paragraph of the definition of “GAAP.” The consent of the Holders of the Notes is not necessary to approve the particular form of any proposed amendment. It is sufficient if such consent approves the substance of the proposed amendmentNotes. Upon the request of the Issuers Company accompanied by a resolution of their respective boards its Board of directors Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee and of the Collateral Agent an Officers’ Certificate and an Opinion of Counsel pursuant to documents described in Section 9.067.02 hereof, the Trustee and the Collateral Agent shall will join with the Issuers Company and any Note the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee and the Collateral Agent shall will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this (but subject to the last paragraph thereof), the Company, the Guarantors and the Trustee may amend or supple- ment the Indenture, the Issuers, the Trustee and the Collateral Agent may amend or supplement this Indenture, the Intercreditor Agreement, any Note Guarantee, any Security Document Guarantees or the Notes without the consent of any Holder of a Note: : (1a) to cure any ambiguity, omission, mistake, defect or inconsistency; ; (2) to provide for the assumption by a successor Person of the obligations of the Issuers or any Note Guarantor under the Indenture or the Security Documents; (3b) to provide for uncertificated Notes in addition to or in place of certificated Notes or to alter the provisions of Article III (provided that including the uncertificated Notes are issued in registered form for purposes of Section 163(frelated definitions) of the Code, or in a manner such that does not materi- ally adversely affect any Holder; (c) to provide for the uncertificated Notes are described in Section 163(f)(2)(B) assumption of the Code); (4) Company's or a Guar- antor's obligations to add Guarantees with respect to the Notes or to add additional Collateral to secure the Notes and the Note Guarantees; (5) to add to the covenants of the Issuers or any Note Guarantor for the benefit of the Holders of the Notes by a successor to the Company or a Guarantor pursuant to surrender any right or power conferred upon the Issuers or any Note Guarantor; Article XI; (6d) to make any change changes that would provide any additional rights or benefits to the Holders of any series the Notes or that does not adversely ad- versely affect the legal rights under this Indenture hereunder of any such Holder; Holder of the Note; (7e) to conform the text comply with requirements of the Indenture, Commission in order to effect or maintain the Notes, any Note Guarantee, the Intercreditor Agreement or any Security Document to the description and terms of such Notes in the offering circular, offering memorandum, prospectus supplement or other offering document applicable to such Notes as the time of the initial sale thereof; (8) to make any amendment to the provisions qualification of the Indenture relating under the Trust Indenture Act; (f) to allow any Guarantor to execute a supplemental inden- ture and/or a Guarantee with respect to the transfer and legending Notes or to provide for the release of Notes; provided, however, that (a) a Guarantee in compliance with the Indenture as so amended would not result in Notes being transferred in violation of the Securities Act Indenture; or any other applicable securities law and (b) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (9) to release Collateral from the Lien under the Security Document when permitted or required by the Security Documents, the Indenture or the Intercreditor Agreement; (10g) to evidence and provide for the acceptance and of appointment under the Indenture of a successor Trustee or Collateral Agent thereunder pursuant to the requirements thereof; (11) to release a Note Guarantor pursuant to the terms of Article 10; (12) to change or eliminate any of the provisions of this Indenture; provided that any such change or elimination shall not be effective with respect to any outstanding Notes of any series created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision; or (13) to change or eliminate any provisions of this Indenture or the Notes to eliminate the effect of any Accounting Change or in the application thereof as described in the last paragraph of the definition of “GAAP.” The consent of the Holders of the Notes is not necessary to approve the particular form of any proposed amendment. It is sufficient if such consent approves the substance of the proposed amendmentTrustee. Upon the request of the Issuers Company accompanied by a resolution of their respective boards of directors Board Resolu- tion authorizing the execution of any such amended or supplemental indentureInden- ture, and upon receipt by the Trustee of the documents described in Sec- tions 9.02 and 10.03 of the Collateral Agent an Officers’ Certificate and an Opinion of Counsel pursuant to Section 9.06Base Indenture, the Trustee and the Collateral Agent shall join with the Issuers Company and any Note the Guarantors in the execution of any amended or supplemental indenture Indenture authorized or permitted by the terms of this the Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee and the Collateral Agent shall not be obligated to enter into such amended or supplemental indenture Indenture that affects its own rights, duties or immunities under this the Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture, the IssuersCompany, the Trustee Guarantors and the Collateral Agent Trustee may amend or supplement this Indenture, the Intercreditor Agreement, any Note Guarantee, any Security Document Indenture or the Notes or the Note Guarantees without the consent of any Holder of a Note: (1) to cure any ambiguity, omission, mistake, defect or inconsistency; (2) to provide for the assumption by a successor Person of the obligations of the Issuers or any Note Guarantor under the Indenture or the Security Documents; (3) to provide for uncertificated Notes in addition to or in place of certificated Notes (provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code)Notes; (43) to add Guarantees with respect to provide for the Notes or to add additional Collateral to secure the Notes and the Note Guarantees; (5) to add to the covenants assumption of the Issuers Company’s or any Note Guarantor for the benefit of a Guarantor’s obligations to the Holders of the Notes and Note Guarantees by a successor to the Company or such Guarantor pursuant to surrender any right Article 5 or power conferred upon the Issuers or any Note GuarantorArticle 10 hereof; (64) to make any change that would provide any additional rights or benefits to the Holders of any series the Notes or that does not adversely affect the legal rights under this Indenture hereunder of any such Holder; (75) 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 the Indenture, the Notes, any Note Guarantee, the Intercreditor Agreement or any Security Document to the description and terms of such Notes in the offering circular, offering memorandum, prospectus supplement or other offering document applicable to such Notes as the time of the initial sale thereof; (8) to make any amendment to the provisions of the Indenture relating to the transfer and legending of Notes; provided, however, that (a) compliance with the 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; (9) to release Collateral from the Lien under the Security Document when permitted or required by the Security Documents, the Indenture or the Intercreditor Agreement; (10) to evidence and provide for the acceptance and appointment under the Indenture of a successor Trustee or Collateral Agent thereunder pursuant to the requirements thereof; (11) to release a Note Guarantor pursuant to the terms of Article 10; (12) to change or eliminate any of the provisions of this Indenture; provided that any such change or elimination shall not be effective with respect to any outstanding Notes of any series created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision; or (13) to change or eliminate any provisions of this Indenture or the Notes to eliminate the effect of any Accounting Change or in the application thereof as described in the last paragraph provision of the definition “Description of “GAAP.Notes” The consent section of the Holders Company’s Offering Memorandum dated December 15, 2005, relating to the initial offering of the Notes, to the extent that such provision in that “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Note Guarantees or the Notes; (7) to provide for the issuance of Additional Notes is not necessary to approve in accordance with the particular form of any proposed amendment. It is sufficient if such consent approves the substance limitations set forth in this Indenture as of the proposed amendmentdate hereof; or (8) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes. Upon the request of the Issuers Company accompanied by a resolution of their respective boards its Board of directors Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee and of the Collateral Agent an Officers’ Certificate and an Opinion of Counsel pursuant to documents described in Section 9.067.02 hereof, the Trustee and the Collateral Agent shall will join with the Issuers Company and any Note the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee and the Collateral Agent shall will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.