Common use of Without Consent of Holders Clause in Contracts

Without Consent of Holders. Notwithstanding Section 9.02 hereof, the Issuer, the Guarantor (with respect to the Guarantee) and the Trustee may amend or supplement this Indenture (including the Guarantee) or the Notes without the consent of any Holder: (1) to cure any ambiguity, omission, mistake, defect or inconsistency; (2) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3) to comply with Section 5.01 hereof; (4) to provide for the assumption of the Issuer’s or the Guarantor’s obligations to the Holders by a Successor Person; (5) to make any change that would provide any additional rights or benefits to the Holders or that does not materially adversely affect (as determined in good faith by the Issuer) the legal rights under this Indenture of any such Holder; (6) to add covenants for the benefit of the Holders or to surrender any right or power conferred upon the Issuer or the Guarantor; (7) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee hereunder pursuant to the requirements hereof; (8) to add a guarantor under this Indenture or to release a guarantor in accordance with the terms of this Indenture; (9) to conform the text of this Indenture, the Guarantee or the Notes to any provision of the “Description of the Notes and the Guarantee” section of the Offering Memorandum to the extent that such provision in such section was intended to be a verbatim recitation of a provision of this Indenture, the Guarantee or the Notes, as provided to the Trustee in an Officer’s Certificate; (10) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, to facilitate the issuance and administration of the Notes; provided that (a) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (b) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (11) to provide for the issuance of Additional Notes in accordance with the terms of this Indenture; or (12) to secure the Notes and/or the related Guarantee. Upon the request of the Issuer accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof (to the extent requested by the Trustee), the Trustee shall join with the Issuer and the Guarantor (solely with respect to the Guarantee) in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall have the right, but not be obligated to, enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, no Opinion of Counsel shall be required in connection with the addition of a guarantor under this Indenture upon execution and delivery by such guarantor and the Trustee of a supplemental indenture to this Indenture.

Without Consent of Holders. Notwithstanding Section 9.02 hereof, the Issuer, the Guarantor (with respect to the Guarantee) The Issuer and the Trustee may amend amend, waive or supplement this Indenture (including Indenture, the Guarantee) Note Guarantees or the Notes without the prior notice to or consent of any Holder: (1) to cure any ambiguity, omission, mistake, defect provide for the assumption of the Issuer’s or inconsistencya Guarantor’s obligations to the Holders in accordance with Section 5.01; (2) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3) to comply with Section 5.01 hereofcure any ambiguity, defect or inconsistency; (4) to provide for the assumption of the Issuer’s or the Guarantor’s obligations add any guarantees with respect to the Holders by a Successor PersonNotes, including the Note Guarantees; (5) to make release any change that would provide Guarantor from any additional rights of its obligations under its Note Guarantee or benefits this Indenture (to the Holders or that does not materially adversely affect (as determined in good faith extent permitted by the Issuer) the legal rights under this Indenture of any such HolderIndenture); (6) to comply with any requirement of the SEC in connection with any required qualification of this Indenture under the TIA; (7) to secure the Notes; (8) to provide for the issuance of Additional Notes in accordance with the provisions set forth in this Indenture; (9) to add to the covenants of the Issuer or a Subsidiary for the benefit of the Holders of the Notes or to surrender any right or power conferred upon the Issuer or the Guarantora Subsidiary; (710) to evidence and provide for the acceptance of appointment by a successor trustee with respect to the Notes and appointment under to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of a successor Trustee hereunder pursuant to the requirements hereoftrusts thereunder by more than one trustee; (8) to add a guarantor under this Indenture or to release a guarantor in accordance with the terms of this Indenture; (911) to conform the text of this Indenture, the Guarantee Notes or the Notes Note Guarantees to any provision of the “Description of the Notes and the Guaranteenotes” section of in the Offering Memorandum to the extent that such provision in such section the “Description of notes” was intended to be a verbatim recitation of a provision of this Indenture, the Guarantee Notes or the Notes, as provided to the Trustee in an Officer’s Certificate; (10) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, to facilitate the issuance and administration of the Notes; provided that (a) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (b) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (11) to provide for the issuance of Additional Notes in accordance with the terms of this IndentureNote Guarantees; or (12) to secure make any change that does not materially adversely affect the Notes and/or the related Guarantee. Upon the request of the Issuer accompanied by a resolution of its Board of Directors authorizing the execution rights of any such amended or supplemental indenture, and upon receipt by the Holder hereunder. The Trustee of the documents described in Section 7.02 hereof (is hereby authorized to the extent requested by the Trustee), the Trustee shall join with the Issuer and the Guarantor (solely with respect to the Guarantee) in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that which may be therein contained, but the Trustee shall have the right, but not be obligated to, to enter into any such amended or supplemental indenture that which adversely affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, no Opinion of Counsel shall be required in connection with the addition of a guarantor under this Indenture upon execution and delivery by such guarantor and the Trustee of a supplemental indenture to this Indenture.

Without Consent of Holders. Notwithstanding Section 9.02 hereof, the Issuer, the Guarantor (with respect to the Guarantee) The Issuer and the Trustee Trustee, together, may amend or supplement this Indenture (including and the Guarantee) Securities without notice to or the Notes without the consent of any HolderSecurityholder: (1) to cure any ambiguity, omission, mistake, defect or inconsistencyinconsistency so long as such change does not adversely affect the rights of any Holders in any material respect; (2) to evidence the succession in accordance with Article 5 hereof of another Person to the Issuer or the Company and the assumption by any such successor of the covenants of the Issuer or the Company herein and in the Securities; (3) to provide for the issuance of Additional Securities in accordance with the provisions set forth in this Indenture or to provide for uncertificated Notes Securities in addition to or in place of certificated Notes; Securities (3provided that the uncertificated Securities are issued in registered form for purposes of Section 163(f) to comply with Section 5.01 hereofof the Code); (4) to provide for the assumption of the Issuer’s or the Guarantor’s obligations to the Holders by a Successor Person; (5) to make any change that would provide any additional benefit or rights or benefits to the Holders Securityholders or that does not materially adversely affect (as determined in good faith by the Issuer) the legal rights under this Indenture of any such Holder; (6) to add covenants for the benefit of the Holders or to surrender any right or power conferred upon the Issuer or the Guarantor; (7) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee hereunder pursuant to the requirements hereof; (8) to add a guarantor under this Indenture or to release a guarantor in accordance with the terms of this Indenture; (9) to conform the text of this Indenture, the Guarantee or the Notes to any provision of the “Description of the Notes and the Guarantee” section of the Offering Memorandum to the extent that such provision in such section was intended to be a verbatim recitation of a provision of this Indenture, the Guarantee or the Notes, as provided to the Trustee in an Officer’s Certificate; (10) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, to facilitate the issuance and administration of the Notes; provided that (a) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (b) such amendment does not materially and adversely affect the rights of Holders to transfer Notesany Holder in any material respect; (115) to provide for the issuance of Additional Notes add a Guarantor, or to release a Guarantor from its obligations and its Guarantee in accordance with the terms of this Indenture; or (126) to secure conform any provision of this Indenture, the Notes and/or Securities or the related Guarantee. Upon Guarantees to the request text of the Issuer accompanied by a resolution section entitled “Description of its Board of Directors authorizing notes” in the execution of any such amended or supplemental indentureOffering Memorandum, and upon receipt by the Trustee of the documents described in Section 7.02 hereof (to the extent requested by the Trustee)that such provision in this Indenture, the Securities or the Guarantees was intended to be a verbatim recitation of a provision of the section entitled “Description of notes” in the Offering Memorandum as certified to the Trustee shall join in an Officer’s Certificate. provided that the Issuer has delivered to the Trustee an Opinion of Counsel and an Officer’s Certificate of the Issuer, each stating that such amendment or supplement complies with the Issuer and provisions of this Section 9.01. For the Guarantor (solely avoidance of doubt, no amendment to or deletion of any of the covenants described under Article 4, or action taken in compliance with the covenants in effect at the time of such action, shall be deemed to impair or affect any rights of any Holder to receive payment of principal of, or premium, if any, or interest on, the Securities or to institute suit for the enforcement of any payment on or with respect to the Guarantee) in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall have the right, but not be obligated to, enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, no Opinion of Counsel shall be required in connection with the addition of a guarantor under this Indenture upon execution and delivery by such guarantor and the Trustee of a supplemental indenture to this IndentureHolder’s Securities.

Without Consent of Holders. Notwithstanding Section 9.02 hereof, the Issuer, the Guarantor (with respect to the Guarantee) The Issuer and the Trustee may amend amend, waive or supplement this Indenture (including Indenture, the Guarantee) Guarantees or the Notes without the consent of any Holder: (1) to cure any ambiguity, omission, mistake, defect or inconsistencyprovide for the assumption of the Issuer’s obligations to the Holders pursuant to Section 5.01; (2) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3) to comply with Section 5.01 hereofcure any ambiguity, defect or inconsistency; (4) to provide for the assumption release any Guarantor from any of the Issuer’s its obligations under its Guarantee or the Guarantor’s obligations this Indenture (to the Holders extent permitted by a Successor Personthis Indenture); (5) to comply with the requirements of the SEC to maintain the qualification of this Indenture under the TIA; (6) to make any other change that does not materially adversely affect the rights of any Holder or the Trustee; (7) to make any change that would provide any additional rights or benefits to the Holders or that does not materially adversely affect (as determined in good faith by the Issuer) any material respect the legal rights under this Indenture of any such Holder; (68) add any Person as a Guarantor; (9) evidence and provide for the acceptance of appointment under this Indenture by a successor Trustee; (10) secure all of the Notes; (11) add to add the covenants of the Issuer or any Guarantor for the benefit of the Holders or to Holders; (12) surrender any right or power conferred upon the Issuer or the any Guarantor;; or (713) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee hereunder pursuant to the requirements hereof; (8) to add a guarantor under this Indenture or to release a guarantor in accordance with the terms of this Indenture; (9) to conform the text of this Indenture, the Guarantee Guarantees or the Notes to any provision of the “Description of the Notes and the GuaranteeNotes” section of contained in the Offering Memorandum to the extent that such provision in such section the “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Guarantee or the Notes, as provided . The Trustee is hereby authorized to the Trustee in an Officer’s Certificate; (10) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, to facilitate the issuance and administration of the Notes; provided that (a) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (b) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (11) to provide for the issuance of Additional Notes in accordance with the terms of this Indenture; or (12) to secure the Notes and/or the related Guarantee. Upon the request of the Issuer accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof (to the extent requested by the Trustee), the Trustee shall join with the Issuer and the Guarantor (solely with respect Guarantors to the Guarantee) in the execution of any amended amend, waiver or supplemental indenture supplement this Indenture if such action is authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that which may be therein contained, but required thereby; provided that the Trustee shall have the right, but not be obligated toto amend, enter into waiver or supplement this Indenture, if such amended amendment, waiver or supplemental indenture that supplement adversely affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, no Opinion of Counsel shall be required in connection with the addition of a guarantor under this Indenture upon execution and delivery by such guarantor and the Trustee of a supplemental indenture to this Indenturehereunder.

Without Consent of Holders. Notwithstanding Section 9.02 hereof9.2 of this Indenture, the Issuer, the any Guarantor (with respect to the Guaranteeits Guarantee or this Indenture) and the Trustee may amend amend, supplement or supplement modify this Indenture (including the Indenture, any Guarantee) or , the Notes and the Escrow Agreement without the consent of any Holder: (1) to cure any ambiguity, omission, mistake, defect defect, error or inconsistency, conform any provision to any provision under the heading “Description of the Notes” in the Offering Memorandum with respect to the Notes or reduce the minimum denomination of the Notes; (2) to provide for the assumption by a successor Person of the obligations of the Company or a Guarantor under any Note Document; (3) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3) to comply with Section 5.01 hereof; (4) to add to the covenants or provide for the assumption of the Issuer’s or the Guarantor’s obligations to the Holders by a Successor Person; (5) to make any change that would provide any additional rights or benefits to the Holders or that does not materially adversely affect (as determined in good faith by the Issuer) the legal rights under this Indenture of any such Holder; (6) to add covenants Note Guarantee for the benefit of the Holders or to surrender any right or power conferred upon the Issuer Company or any Restricted Subsidiary; (5) to make any change (including changing the GuarantorCUSIP or other identifying number on any Notes) that does not adversely affect the rights of any Holder in any material respect; (6) at the Company’s election, comply with any requirement of the SEC in connection with the qualification of this Indenture under the TIA, if such qualification is required; (7) make such provisions as necessary (as determined in good faith by the Company) for the issuance of Additional Notes; (8) provide for any Restricted Subsidiary to provide a Guarantee in accordance with Section 3.2, to add Guarantees with respect to the Notes, to add security to or for the benefit of the Notes, or to confirm and evidence the release, termination, discharge or retaking of any Guarantee or Lien with respect to or securing the Notes when such release, termination, discharge or retaking is provided for under this Indenture; (9) evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee hereunder pursuant to the requirements hereof; (8) to add a guarantor under this Indenture hereof or to release a guarantor in accordance with provide for the terms of this Indenture; (9) to conform accession by the text of this Indenture, the Guarantee or the Notes Trustee to any provision of the “Description of the Notes and the Guarantee” section of the Offering Memorandum to the extent that such provision in such section was intended to be a verbatim recitation of a provision of this Indenture, the Guarantee or the Notes, as provided to the Trustee in an Officer’s Certificate;Note Document; or (10) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, including to facilitate the issuance and administration of the Notes; provided provided, however, that (ai) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any other applicable securities law and (bii) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (11) to provide for the issuance of Additional Notes in accordance with the terms of this Indenture; or (12) any material respect. Subject to secure the Notes and/or the related Guarantee. Upon Section 9.2, upon the request of the Issuer accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof (to the extent requested by the Trustee)9.6 and 12.2 hereof, the Trustee shall will join with the Issuer and the Guarantor (solely with respect to the Guarantee) Guarantors in the execution of any such amended or supplemental indenture authorized unless such amended or permitted by supplemental indenture affects the terms of Trustee’s own rights, duties, liabilities or immunities under this Indenture and to make any further appropriate agreements and stipulations that or otherwise, in which case the Trustee may be therein containedin its discretion, but the Trustee shall have the right, but will not be obligated to, enter into such amended or supplemental indenture that affects its own rights, duties indenture. After an amendment or immunities supplement under this Indenture Section 9.1 becomes effective, the Issuer shall mail to Holders a notice briefly describing such amendment or otherwisesupplement. Notwithstanding The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the foregoing, no Opinion validity of Counsel shall be required in connection an amendment or supplement under this Section 9.1. The filing of such notice or supplement with the addition SEC shall constitute the giving of a guarantor under this Indenture upon execution and delivery by such guarantor and the Trustee of a supplemental indenture to this Indenturenotice.

Without Consent of Holders. Notwithstanding Section 9.02 hereof, the Issuer, the Guarantor (with respect to the Guarantee) The Issuer and the Trustee may amend or supplement this Indenture (including the Guarantee) or the Notes without the notice to or consent of any HolderNoteholder: (1a) to cure any ambiguity, omission, mistakedefect, defect mistake or inconsistency; (2b) to provide for the assumption by a successor of the obligations of the Issuer or any Guarantor under this Indenture, (c) to provide for uncertificated Notes in addition to or in place of certificated Notes; provided, however, that the uncertificated Notes are issued in definitive, fully 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; (3d) to comply add Guarantees with Section 5.01 hereofrespect to the Notes or release Guarantors from their Note Guarantees as provided by the terms of this Indenture or the Note Guarantees; (4e) to secure the Notes (and, thereafter, provide releases of collateral in accordance with the security documents entered into in connection therewith), to add to the covenants of the Issuer or any Guarantor for the assumption benefit of the Issuer’s Holders or to surrender any right or power herein conferred upon the Issuer or any Guarantor’s obligations to the Holders by a Successor Person; (5f) to make any change that would provide any additional rights or benefits to the Holders of Notes or make any change that does not materially adversely affect (as determined in good faith by the Issuer) the legal rights under this Indenture of any such HolderNoteholder; (6g) to add covenants for the benefit comply with any requirements of the Holders SEC in connection with qualifying, or to surrender any right or power conferred upon maintaining the Issuer or the Guarantor; (7) to evidence and provide for the acceptance and appointment under qualification of, this Indenture of a successor Trustee hereunder pursuant to under the requirements hereof; TIA (8) to add a guarantor under it being agreed that this Indenture need not be qualified under the TIA), and to modify, eliminate or to release a guarantor in accordance with the terms of this Indenture; (9) to conform the text of this Indenture, the Guarantee or the Notes to any provision of the “Description of the Notes and the Guarantee” section of the Offering Memorandum to the extent that such provision in such section was intended to be a verbatim recitation of a provision of this Indenture, the Guarantee or the Notes, as provided to the Trustee in an Officer’s Certificate; (10) to make any amendment add to the provisions of this Indenture relating to such extent as shall be necessary to effect the transfer and legending qualification of Notes as permitted by this Indenture, including, to facilitate the issuance and administration of the Notes; provided that (a) compliance with this Indenture as under the TIA in the event the Issuer determines that this Indenture should be so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (b) such amendment does not materially and adversely affect the rights of Holders to transfer Notesqualified; (11h) to provide for the issuance of Additional Notes in accordance with this Indenture; (i) to provide for the issuance of exchange notes that shall have terms substantially identical in all respects to the Notes (except that the transfer restrictions contained in the Notes shall be modified or eliminated as appropriate) and which shall be treated, together with any outstanding Notes, as a single class of securities; (j) to provide for the appointment of a successor trustee; provided that the successor trustee is otherwise qualified and eligible to act as such under the terms of this Indenture; (k) to conform any provision of this Indenture to the “Description of Notes” contained in the Offering Memorandum; or (12l) to secure comply with the Notes and/or the related Guarantee. Upon the request procedures of the Issuer accompanied by a resolution of its Board of Directors authorizing the execution of any such amended DTC or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof (to the extent requested by the Trustee), the Trustee shall join with the Issuer and the Guarantor (solely with respect to the Guarantee) provisions in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and the Notes relating to make transfers and exchanges of Notes or beneficial interests in Notes. The consent of the Holders of the Notes is not necessary to approve the particular form of any further appropriate agreements and stipulations that may be therein containedproposed amendment. It is sufficient if such consent approves the substance of the proposed amendment. After an amendment becomes effective, but the Issuer is required to deliver to each registered Holder of the Notes at the Holder’s address appearing in the security register a notice briefly describing the amendment. However, the failure to give this notice to all Holders of the Notes, or any defect therein, will not impair or affect the validity of the amendment. In connection with any modification, amendment or supplement, the Issuer will deliver to the Trustee shall have the right, but not be obligated to, enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, no an Opinion of Counsel shall be required in connection and an Officers’ Certificate upon which the Trustee may conclusively rely, each stating that such modification, amendment or supplement complies with the addition applicable provisions of a guarantor under this Indenture upon execution and delivery by such guarantor and the Trustee of a supplemental indenture to this Indenture.

Without Consent of Holders. Notwithstanding Section 9.02 hereof, the (a) The Issuer, the Guarantor (with respect to the Guarantee) Guarantors and the Trustee may amend enter into supplemental indentures that amend, waive or supplement the terms of this Indenture (including Indenture, the Guarantee) Notes or the Notes Subsidiary Guarantees without the notice to or consent of any HolderHolder for the following specific purposes: (1) to cure any ambiguity, omission, mistake, defect or inconsistencyinconsistency in this Indenture; (2) to provide for the assumption by a successor entity of the obligations of the Company, the Issuer or any Subsidiary Guarantor under this Indenture; (3) to provide for uncertificated Notes in addition to or in place of certificated Notes; Notes (3provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) to comply with Section 5.01 hereofof the Code); (4) to provide for the assumption of the Issuer’s or the Guarantor’s obligations add Guarantees with respect to the Holders by a Successor PersonNotes, including any Subsidiary Guarantee, or to secure the Notes; (5) to make any change that would provide any additional rights or benefits add to the Holders covenants of the Company, the Issuer or that does not materially adversely affect (as determined in good faith by the Issuer) the legal rights under this Indenture of any such Holder; (6) to add covenants Subsidiary Guarantor for the benefit of the Holders of the Notes or to surrender any right or power conferred upon the Company, the Issuer or any Subsidiary Guarantor; (6) to make any change that does not adversely affect the Guarantorrights of any Holder of the Notes in any material respect; (7) to evidence and provide for comply with any requirement of the acceptance and appointment under SEC in connection with the qualification of this Indenture of a successor Trustee hereunder pursuant to under the requirements hereofTrust Indenture Act; (8) to add a guarantor under this Indenture or to release a guarantor in accordance with the terms of this Indenture; (9) to conform the text of this Indenture, the Notes or any Note Guarantee or the Notes to any provision of the “Description of the Notes and the GuaranteeNotes” section of in the Offering Memorandum to the extent that such provision in such section was intended to be a verbatim recitation of a provision of this Indenture, the Guarantee or the NotesMemorandum, as provided to determined in good faith by the Trustee in an Officer’s CertificateCompany; (109) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, to facilitate the issuance and administration of the Notes; provided provided, however, that (aA) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any other applicable securities law and (bB) such amendment does not materially and adversely affect the rights of Holders to transfer NotesNotes except as required to satisfy any applicable requirements of the securities laws, including any exemption from registration thereunder; (10) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee thereunder pursuant to the requirements thereof; and (11) to provide for the issuance of Additional Notes in accordance with the terms of this Indenture; or. (12b) to secure the Notes and/or the related Guarantee. Upon the request of the Issuer accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in After an amendment under this Section 7.02 hereof (to the extent requested by the Trustee), the Trustee shall join with the Issuer and the Guarantor (solely 9.1 becomes effective with respect to the Guarantee) in Notes, the execution Issuer shall send to Holders of the Notes a notice briefly describing such amendment. The failure to give such notice to all Holders, or any amended defect therein, shall not impair or supplemental indenture authorized or permitted by affect the terms validity of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall have the right, but not be obligated to, enter into such amended or supplemental indenture that affects its own rights, duties or immunities an amendment under this Indenture or otherwise. Notwithstanding the foregoing, no Opinion of Counsel shall be required in connection with the addition of a guarantor under this Indenture upon execution and delivery by such guarantor and the Trustee of a supplemental indenture to this IndentureSection 9.1.

Without Consent of Holders. (a) Notwithstanding Section 9.02 hereofof this Indenture, the Issuer, the Guarantor (with respect to the Guarantee) Company and the Trustee may amend or supplement this Indenture (including Indenture, the Guarantee) Guarantees or the Notes without the consent of any Holder: (1) to cure any mistake, ambiguity, omission, mistake, defect or inconsistency; (2) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3) to comply with Section 5.01 hereof; (4) to provide for the assumption of the IssuerCompany’s or the a Guarantor’s obligations to the Holders by and Guarantees in the case of a Successor Personmerger, consolidation, Division or sale of all or substantially all of the Company’s or such Guarantor’s assets, as applicable; (54) to make any change that would provide any additional rights or benefits to the Holders or that does not materially adversely affect (as determined in good faith by the Issuer) the legal rights under this Indenture hereunder of any such Holder; (6) to add covenants for the benefit of the Holders or to surrender any right or power conferred upon the Issuer or the Guarantor; (7) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee hereunder pursuant to the requirements hereof; (8) to add a guarantor under this Indenture or to release a guarantor in accordance with the terms of this Indenture; (95) to conform the text of this Indenture, the Guarantee Guarantees or the Notes to any provision of the section described under the caption “Description of the Notes and the Guaranteenotes” section of in the Offering Memorandum to the extent that such provision in such section “Description of notes” was intended to be a verbatim recitation of a provision of this Indenture, the Guarantee Guarantees or the Notes, as provided to the Trustee in an Officer’s Certificate; (10) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, to facilitate the issuance and administration of the Notes; provided that (a) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (b) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (116) to provide for the issuance of Additional Notes in accordance with the terms limitations set forth in this Indenture as of this Indenturethe Issue Date; (7) to allow any Guarantor to execute a supplemental indenture and/or a Guarantee with respect to the Notes; or (128) to issue the Notes. (b) to secure the Notes and/or the related Guarantee. Upon the request of the Issuer Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof (to the extent requested by the Trustee)12.04 of this Indenture, the Trustee shall join with the Issuer Company and the Guarantor (solely with respect to the Guarantee) 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 containedIndenture, but the Trustee shall have the right, but not be obligated to, to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoingThe Trustee shall be entitled to receive, no and shall be fully protected in relying upon, an Opinion of Counsel shall be required in connection with the addition of a guarantor under this Indenture upon execution and delivery Officers’ Certificate stating that such amendment or supplement is authorized or permitted by such guarantor and the Trustee of a supplemental indenture to this Indenture.

Without Consent of Holders. Notwithstanding Section 9.02 hereof(a) The Parent, the IssuerIssuers, the Guarantor (with respect to the Guarantee) Guarantors and the Trustee Trustee, together, may amend or supplement this Indenture (including Indenture, the Guarantee) Notes or the Notes Guarantees without the notice to or consent of any HolderHolder or any other party to this Indenture: (1) to cure any ambiguity, omission, mistake, defect or inconsistency; (2) to provide for the assumption by a successor corporation of the obligations of the Parent, the Issuers or any Subsidiary Guarantor under this Indenture; (3) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3) to comply with Section 5.01 hereof; (4) to provide for the assumption of the Issuer’s or the Guarantor’s obligations add Guarantees with respect to the Holders by a Successor PersonNotes or to secure the Notes; (5) to make any change that would provide any additional rights or benefits add to the Holders covenants of the Parent, the Issuers or that does not materially adversely affect (as determined in good faith by the Issuer) the legal rights under this Indenture of any such Holder; (6) to add covenants a Restricted Subsidiary for the benefit of the Holders or to surrender any right or power conferred upon the Issuer Parent, the Issuers or a Restricted Subsidiary; (6) to make any change that does not adversely affect the Guarantorrights of any Holder, as evidenced by an Officer’s Certificate delivered to the Trustee (upon which it may fully rely); (7) to evidence and provide for comply with any requirement of the acceptance and appointment under SEC in order to effect or maintain the qualification of this Indenture of a successor Trustee hereunder pursuant to under the requirements hereofTrust Indenture Act; (8) to add a guarantor under this Indenture or to release a guarantor in accordance with the terms of this Indenture; (9) to conform the text of this Indenture, the Guarantee or the Notes to any provision of the “Description of the Notes and the Guarantee” section of the Offering Memorandum to the extent that such provision in such section was intended to be a verbatim recitation of a provision of this Indenture, the Guarantee or the Notes, as provided to the Trustee in an Officer’s Certificate; (10) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, to facilitate the issuance and administration of the Notes; provided provided, however, that (a) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any other applicable securities law and (b) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (9) to conform the text of this Indenture or the Guarantees or the Notes to any provision of the “Description of Notes” section of the Prospectus; to the extent that such provision in the “Description of Notes” section of the Prospectus was intended to be a substantially verbatim recitation of a provision of this Indenture or the Guarantees or the Notes, as evidenced by an Officer’s Certificate delivered to the Trustee (upon which it may fully rely); (10) to evidence and provide for the acceptance of appointment by a successor trustee, provided that the successor trustee is otherwise qualified and eligible to act as such under the terms of this Indenture; (11) to provide for a reduction in the minimum denominations of the Notes; (12) to comply with the rules of any applicable securities depositary; or (13) to provide for the issuance of Additional Notes and related guarantees in accordance with the terms of this Indenture; or (12) to secure the Notes and/or the related Guarantee. Upon the request of the Issuer accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described limitations set forth in Section 7.02 hereof (to the extent requested by the Trustee), the Trustee shall join with the Issuer and the Guarantor (solely with respect to the Guarantee) in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall have the right, but not be obligated to, enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, no Opinion of Counsel shall be required in connection with the addition of a guarantor under this Indenture upon execution and delivery by such guarantor and the Trustee of a supplemental indenture to this Indenture.

Without Consent of Holders. Notwithstanding Section 9.02 hereof, the Issuer, the Guarantor (with respect to the Guarantee) and the Trustee may amend or supplement this Indenture (including the Guarantee) or the Notes without Without the consent of any HolderHolders, the Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: (1i) to cure any ambiguity, omission, mistake, ambiguity or omission or correct any defect or inconsistencyinconsistency contained herein or in the Securities, so long as such action will not adversely affect the interests of the Holders; (2) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3) to comply with Section 5.01 hereof; (4ii) to provide for the assumption by a successor corporation, partnership, trust or limited liability company of the Issuer’s or obligations of the Guarantor’s obligations to the Holders by a Successor PersonCompany contained herein; (5iii) to make any change that would provide any additional rights for or benefits to add guarantees of the Holders or that does not materially adversely affect (as determined in good faith by the Issuer) the legal rights under this Indenture of any such HolderSecurities; (6iv) to secure the Securities; (v) to add to the covenants of the Company for the benefit of the Holders Holders, or to surrender any right or power conferred upon the Issuer or the Guarantor; (7) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee hereunder pursuant to the requirements hereof; (8) to add a guarantor under this Indenture or to release a guarantor in accordance with the terms of Company by this Indenture; (9vi) to conform the text provide for uncertificated Securities in addition to or in place of this Indenture, the Guarantee or the Notes to any provision of the “Description of the Notes and the Guarantee” section of the Offering Memorandum to the extent that such provision in such section was intended to be a verbatim recitation of a provision of this Indenture, the Guarantee or the Notes, as provided to the Trustee in an Officer’s Certificatecertificated Securities; (10vii) to make any changes or modifications to this Indenture necessary in connection with the registration of a public offer and sale of the Securities under the Securities Act or the qualification of this Indenture under the Trust Indenture Act; (viii) to make any amendment to the provisions of this Indenture relating to the transfer transferring and legending of Notes Securities as permitted by this Indenture, including, without limitation, to facilitate the issuance and administration of the NotesSecurities; provided provided, however, that (a) compliance with this Indenture as so amended would not result in Notes Securities being transferred in violation of the Securities Act or any applicable securities law laws and (b) such amendment does not materially and adversely affect the rights of Holders to transfer Notesthe Holders; (11ix) to evidence and provide for the issuance acceptance of Additional Notes in accordance with the terms appointment of this Indenturea successor Trustee; or (12x) to secure make any change that does not materially adversely affect the Notes and/or the related Guarantee. Upon the request of the Issuer accompanied by a resolution of its Board of Directors authorizing the execution rights of any such amended or supplemental indentureHolder, and upon receipt by provided that any amendment made solely to conform the Trustee of the documents described in Section 7.02 hereof (to the extent requested by the Trustee), the Trustee shall join with the Issuer and the Guarantor (solely with respect to the Guarantee) in the execution of any amended or supplemental indenture authorized or permitted by the terms provisions of this Indenture and or the Securities to make any further appropriate agreements and stipulations that may the “Description of New 4% Notes” section in the Prospectus will be therein contained, but deemed not to materially adversely affect the Trustee shall have rights of the right, but not be obligated to, enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, no Opinion of Counsel shall be required in connection with the addition of a guarantor under this Indenture upon execution and delivery by such guarantor and the Trustee of a supplemental indenture to this IndentureHolders.

Without Consent of Holders. Notwithstanding Section 9.02 hereof, the (a) The Issuer, the Guarantor (with respect to the Guarantee) Guarantors and the Trustee may amend or supplement this Indenture (including the Guarantee) or the Notes without notice to or the consent of any HolderNoteholder: (1) to cure any ambiguity, omission, mistake, defect or inconsistency; (2) to evidence the succession of another Person to the Issuer or any Guarantor and the assumption by any such Person of the obligations of the Issuer or such Guarantor under this Indenture; (3) to add any additional Events of Default; (4) to add to the covenants of the Issuer or any Guarantor for the benefit of the Holders of the Notes or to surrender any right or power herein conferred upon the Issuer or any Guarantor; (5) to add one or more guarantees for the benefit of Holders of the Notes; (6) to evidence the release of any Guarantor from its Guarantee of the Notes in accordance with this Indenture; (7) to add collateral security with respect to the Notes or any Guarantee; (8) to add or appoint a successor or separate Trustee or other agent; (9) to provide for the issuance of any Additional Notes; (10) to provide for uncertificated Notes in addition to or in place of certificated Notes; provided, however, that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code; (3) to comply with Section 5.01 hereof; (4) to provide for the assumption of the Issuer’s or the Guarantor’s obligations to the Holders by a Successor Person; (5) to make any change that would provide any additional rights or benefits to the Holders or that does not materially adversely affect (as determined in good faith by the Issuer) the legal rights under this Indenture of any such Holder; (6) to add covenants for the benefit of the Holders or to surrender any right or power conferred upon the Issuer or the Guarantor; (7) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee hereunder pursuant to the requirements hereof; (8) to add a guarantor under this Indenture or to release a guarantor in accordance with the terms of this Indenture; (911) to conform the text of this Indenture, the Notes or any Guarantee or the Notes to any provision of the “Description of the Notes and the GuaranteeNotes” section of the Offering Memorandum to the extent that such provision in such section “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Guarantee Notes or the Notes, as provided to the Trustee in an Officer’s CertificateGuarantees; (1012) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, to facilitate the issuance and administration of the Notes; provided provided, however, that (a) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any other applicable securities law and (b) such amendment does not materially and adversely affect the rights of Holders to transfer Notes;; and (1113) to provide for the issuance of Additional Notes in accordance with the terms of this Indenture; or (12) to secure the Notes and/or the related Guarantee. Upon the request of the Issuer accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof (to the extent requested by the Trustee), the Trustee shall join with the Issuer and the Guarantor (solely with respect to the Guarantee) 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 change if the Trustee shall have change does not adversely affect the right, but not be obligated to, enter into such amended or supplemental indenture that affects its own rights, duties or immunities interests of any Noteholder. (b) After an amendment under this Indenture Section 9.1 becomes effective, the Issuer shall mail or otherwiseelectronically deliver or cause to be mailed or electronically delivered to Noteholders a notice briefly describing such amendment. Notwithstanding The failure to give such notice to all Noteholders, or any defect therein, shall not impair or affect the foregoing, no Opinion validity of Counsel shall be required in connection with the addition of a guarantor such amendment under this Indenture upon execution and delivery by such guarantor and the Trustee of a supplemental indenture to this IndentureSection 9.1.

Without Consent of Holders. Notwithstanding Section 9.02 hereofThe Issuers, the Issuer, the Guarantor (with respect to the Guarantee) Trustee and the Trustee other parties thereto may amend or supplement this Indenture (including the Guarantee) or the any Note Documents with respect to a series of Notes without the notice to or consent of any HolderHolder to: (1) to cure any ambiguity, omission, mistakedefect, defect error or inconsistency, conform any provision to the “Description of the Notes and the Note Guarantee” in the Offering Memorandum, or reduce the minimum denomination of the Notes; (2) to provide for the assumption by a Successor Company or a Successor Parent of the obligations of the Issuers under any Note Document, as permitted by this Indenture; (3) provide for uncertificated Notes in addition to or in place of certificated Notes; Notes (3) to comply with Section 5.01 hereofprovided that the uncertificated Notes are issued in registered form for U.S. federal income tax purposes); (4) add to the covenants or provide for the assumption of the Issuer’s or the Guarantor’s obligations to the Holders by a Successor Person; (5) to make any change that would provide any additional rights or benefits to the Holders or that does not materially adversely affect (as determined in good faith by the Issuer) the legal rights under this Indenture of any such Holder; (6) to add covenants Guarantee for the benefit of the Holders or to surrender any right or power conferred upon the Issuer or Issuers; (5) make any change that does not adversely affect the Guarantorrights of any Holder in any material respect; (6) at the Issuers’ election, comply with any requirement of the SEC in connection with the qualification of this Indenture under the TIA, if such qualification is required; (7) make such provisions as are necessary (as determined by an Officer or the Board of Directors in good faith) for the issuance of Additional Notes; (8) to add Guarantees with respect to the Notes, or to confirm and evidence the release, termination, discharge or retaking of any Guarantee or NXP USA with respect to the Notes when such release, termination, discharge or retaking is provided for under this Indenture; (9) provide for the assumption by a Successor Parent of the obligations of the Parent under the Note Guarantee, as permitted by this Indenture; or (10) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee hereunder pursuant to the requirements hereof; (8) to add a guarantor under this Indenture thereof or to release a guarantor in accordance with the terms of this Indenture; (9) to conform the text of this Indenture, the Guarantee or the Notes to any provision of the “Description of the Notes and the Guarantee” section of the Offering Memorandum to the extent that such provision in such section was intended to be a verbatim recitation of a provision of this Indenture, the Guarantee or the Notes, as provided to the Trustee in an Officer’s Certificate; (10) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, to facilitate the issuance and administration of the Notes; provided that (a) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (b) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (11) to provide for the issuance of Additional Notes in accordance with the terms of this Indenture; or (12) to secure the Notes and/or the related Guarantee. Upon the request of the Issuer accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt accession by the Trustee of the documents described in Section 7.02 hereof (to the extent requested by the Trustee), the Trustee shall join with the Issuer and the Guarantor (solely with respect to the Guarantee) in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall have the right, but not be obligated to, enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, no Opinion of Counsel shall be required in connection with the addition of a guarantor under this Indenture upon execution and delivery by such guarantor and the Trustee of a supplemental indenture to this IndentureNote Document.

Without Consent of Holders. Notwithstanding Section 9.02 hereof9.02, without the consent of any Holder of Notes, the IssuerCompany, the Guarantor (with respect to the Guarantee) Guarantors and the Trustee may amend or supplement this Indenture (including the Guarantee) or the Notes without the consent of any HolderNotes: (1i) to cure any ambiguity, omission, mistake, defect or inconsistency; (2ii) to provide for uncertificated Notes in addition to or in place of certificated NotesNotes (provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code); (3) to comply with Section 5.01 hereof; (4iii) to provide for the assumption by a successor corporation of the Issuer’s obligations of the Company or a Guarantor to Holders under this Indenture in the Guarantor’s obligations to the Holders by case of a Successor Personmerger or consolidation; (5iv) to make any change that would provide any additional rights or benefits to the Holders of Notes or that does not materially adversely affect (as determined in good faith by the Issuer) the legal rights under this Indenture of any such Holder; (6v) to add covenants for the benefit comply with requirements of the Holders SEC in order to effect or to surrender any right or power conferred upon maintain the Issuer or qualification of this Indenture under the GuarantorTrust Indenture Act; (7vi) to evidence and provide for the acceptance and of appointment under this Indenture of a successor Trustee hereunder pursuant to the requirements hereoftrustee; (8) vii) to add a guarantor one or more Guarantors under this Indenture Indenture, or to release a guarantor in accordance with secure the terms Notes or any of this Indenturethe Notes Guarantees; (9viii) to conform the text of this Indenture, the Notes or any Notes Guarantee or the Notes to any provision of the “Description of the Notes and the Guarantee” section of the Offering Memorandum entitled “Description of Notes” to the extent that such provision in such the section of the Offering Memorandum entitled “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Guarantee Notes or the Notes, as provided to the Trustee in an Officer’s Certificatesuch Notes Guarantee; (10ix) as necessary to conform this Indenture to any exemptive orders under the Trust Indenture Act received by the Company or any Guarantor; (x) to comply with the rules of any applicable securities depositary; or (xi) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, to facilitate the issuance and administration of the Notes; provided provided, however, that (a1) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any other applicable securities law and (b2) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (11) to provide for the issuance of Additional Notes in accordance with the terms of this Indenture; or (12) to secure the Notes and/or the related Guarantee. Upon the request of the Issuer accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof (to the extent requested by the Trustee), the Trustee shall join with the Issuer and the Guarantor (solely with respect to the Guarantee) in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall have the right, but not be obligated to, enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, no Opinion of Counsel shall be required in connection with the addition of a guarantor under this Indenture upon execution and delivery by such guarantor and the Trustee of a supplemental indenture to this Indenture.

Without Consent of Holders. Notwithstanding Section 9.02 hereof, the (a) The Issuer, the Guarantor (with respect to the Guarantee) Guarantors and the Trustee may modify, amend or supplement this Indenture (including the Guarantee) Note Documents without notice to or the Notes without the consent of any Holder: (1i) to cure any ambiguity, omission, mistakeerror, defect or inconsistency; (2) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3) to comply with Section 5.01 hereof; (4ii) to provide for the assumption of the Issuer’s or the a Guarantor’s obligations to Holders of Notes and Note Guarantees in the Holders by case of a Successor Personconsolidation or merger or sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the Issuer’s or such Guarantor’s assets, as applicable; (5iii) to make any change that would provide any additional rights or benefits to the Holders of Notes or that that, in the good faith judgment of the Board of Directors of the Issuer, does not materially adversely affect (as determined in good faith by the Issuer) the legal rights under this Indenture of any such Holderholder in any material respect; (6) to add covenants for the benefit of the Holders or to surrender any right or power conferred upon the Issuer or the Guarantor; (7) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee hereunder pursuant to the requirements hereof; (8) to add a guarantor under this Indenture or to release a guarantor in accordance with the terms of this Indenture; (9iv) to conform the text of this Indenture, the Guarantee Notes or the Notes Note Guarantees to any provision of the section entitled “Description of the Notes and the GuaranteeNotes” section of in the Offering Memorandum to the extent that such provision in such section the “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Guarantee Notes or the Notes, as provided to the Trustee in an Officer’s CertificateNote Guarantees; (10v) to make provide for any Restricted Subsidiary to provide a Note Guarantee in accordance with Section 4.06 and Section 4.15, to add security to or for the benefit of the Notes or to confirm and evidence the release, termination, discharge or retaking of any Note Guarantee or Lien or any amendment in respect thereof with respect to or securing the provisions of this Indenture relating to the transfer and legending of Notes as when such release, termination, discharge or retaking or amendment is permitted by under this Indenture, including, to facilitate the issuance and administration of the Notes; provided that (a) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (b) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (11vi) to mortgage, pledge, hypothecate or grant a security interest in favor of or for the benefit of holders of Note Obligations; (vii) to provide for the issuance of Additional additional Notes in accordance with the terms limitations set forth in this Indenture as of this Indenturethe Issue Date; (viii) to allow any Guarantor to execute a Supplemental Indenture and a Note Guarantee with respect to the Notes; (ix) to provide for uncertificated Notes in addition to or in place of Definitive Registered 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 (12x) to secure evidence and provide the Notes and/or the related Guarantee. Upon the request acceptance of the Issuer accompanied by appointment of a resolution successor Trustee under this Indenture. (b) In connection with any proposed amendment or supplement in respect of its Board such matters, the Trustee will be entitled to receive, and rely conclusively on, an Opinion of Directors authorizing Counsel and/or an Officer’s Certificate. (c) For the execution avoidance of doubt (and without limiting the generality of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described other statements in Section 7.02 hereof (to the extent requested by the Trusteethis Indenture), the Trustee provisions of the Trust Indenture Act of 1939, as amended, shall join with the Issuer and the Guarantor (solely with respect not apply to the Guarantee) in the execution of any amended amendments to or supplemental indenture authorized waivers or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall have the right, but not be obligated to, enter into such amended or supplemental indenture that affects its own rights, duties or immunities consents under this Indenture or otherwise. Notwithstanding the foregoing, no Opinion of Counsel shall be required in connection with the addition of a guarantor under this Indenture upon execution and delivery by such guarantor and the Trustee of a supplemental indenture to this Indenture.

Without Consent of Holders. Notwithstanding Section 9.02 9.2 hereof, this Indenture, the Notes and Guarantees may be amended or supplemented by the Issuer, the any Guarantor (with respect to the Guaranteethis Indenture or a Guarantee to which it is a party) and the Trustee may amend without notice to or supplement this Indenture (including the Guarantee) or the Notes without the consent of any Holder: (1i) to cure any ambiguity, omission, mistake, defect or inconsistencyinconsistency identified in an Officer’s Certificate delivered to the Trustee; (2ii) to conform the text of this Indenture, the Guarantees or the Notes to the “Description of Notes” in the Offering Memorandum; (iii) to comply with Section 4.1; (iv) to provide for the assumption by a successor Person of the obligations of the Issuer or any Guarantor under this Indenture and the Notes or Guarantee, as the case may be; (v) 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; (3vi) (A) to comply add or release Guarantees in accordance with Section 5.01 hereofthe terms of this Indenture with respect to the Notes or (B) to add co-issuers of the Notes to the extent it does not result in adverse tax consequences to the Holders; (4vii) to provide for secure the assumption of the Issuer’s or the Guarantor’s obligations to the Holders by a Successor PersonNotes; (5) to make any change that would provide any additional rights or benefits to the Holders or that does not materially adversely affect (as determined in good faith by the Issuer) the legal rights under this Indenture of any such Holder; (6viii) to add to the covenants of the Issuer for the benefit of the Holders or to surrender any right or power herein conferred upon the Issuer or the any Guarantor; (7ix) to evidence and provide for make any change that does not adversely affect the acceptance and appointment under this Indenture rights of a successor Trustee hereunder pursuant any Holder in any material respect upon delivery to the requirements hereofTrustee of an Officer’s Certificate certifying the absence of such adverse effect; (8) x) to add a guarantor under comply with any requirement of the SEC in connection with any qualification of this Indenture or to release a guarantor in accordance with under the terms of this IndentureTIA; (9) to conform the text of this Indenture, the Guarantee or the Notes to any provision of the “Description of the Notes and the Guarantee” section of the Offering Memorandum to the extent that such provision in such section was intended to be a verbatim recitation of a provision of this Indenture, the Guarantee or the Notes, as provided to the Trustee in an Officer’s Certificate; (10xi) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation, to facilitate the issuance and administration of the Notes; provided provided, however, that (ai) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (bii) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (11xii) to evidence and provide for the issuance acceptance of Additional Notes in accordance with appointment by a successor Trustee; provided that the successor Trustee is otherwise qualified and eligible to act as such under the terms of this Indenture; or (12xiii) to secure provide for or confirm the issuance of Additional Notes and/or the related Guarantee. Upon the request of the Issuer accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof (to the extent requested by the Trustee), the Trustee shall join accordance with the Issuer and the Guarantor (solely with respect to the Guarantee) in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall have the right, but not be obligated to, enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, no Opinion of Counsel shall be required in connection with the addition of a guarantor under this Indenture upon execution and delivery by such guarantor and the Trustee of a supplemental indenture to this Indenture.

Without Consent of Holders. Notwithstanding Section 9.02 hereof9.02, the IssuerCompany, the any Guarantor (with respect to the Guaranteea Guarantee or this Indenture) and the Trustee may amend or supplement this Indenture (including the Guarantee) and any Guarantee or the Notes without the consent of any Holder: (1) to cure any ambiguity, omission, mistake, defect or inconsistency; (2) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3) to comply with Section 5.01 hereof5.01; (4) to provide for the assumption of the IssuerCompany’s or the any Guarantor’s obligations to the Holders by a Successor Personthat complies with the terms of this Indenture; (5) to make any change that would provide any additional rights or benefits to the Holders (including to secure the Notes or the Guarantees) or that does not materially adversely affect (as determined in good faith by the IssuerCompany) the legal rights under this Indenture of any such HolderHolder in any material respect; (6) to add covenants for the benefit of the Holders or to surrender any right or power conferred upon the Issuer Company or the any Guarantor; (7) to provide for the issuance of Additional Notes in accordance with the terms of this Indenture; (8) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee hereunder thereunder pursuant to the requirements hereof; (8) to add a guarantor under this Indenture or to release a guarantor in accordance with the terms of this Indenturethereof; (9) to add a Guarantor or a parent Guarantee under this Indenture, or to release any such Guarantor or Guarantee if at the time of such release such Guarantor is not otherwise required by this Indenture to be a Guarantor; (10) to conform the text of this Indenture, the Guarantee Guarantees or the Notes to any provision of the “Description of the Notes and the GuaranteeNotes” section of the Offering Memorandum to the extent that such provision in such “Description of Notes” section was intended to be a verbatim recitation of a provision of this Indenture, the Guarantee or the Notes, Notes as provided to the Trustee set forth in an Officer’s Certificate; (1011) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation, to facilitate the issuance and administration of the Notes; provided provided, however, that (a) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (b) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (11) to provide for the issuance of Additional Notes in accordance with the terms of this Indenture; or (12) at the Company’s election, to secure comply with requirements of the Notes and/or SEC in order to effect or maintain the related Guaranteequalification of this Indenture under the Trust Indenture Act, if applicable (it being agreed that this Indenture need not qualify under the Trust Indenture Act). Upon the request of the Issuer Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof (to the extent requested by the TrusteeTrustee and subject to the last sentence of Section 9.06), the Trustee shall join with the Issuer Company and the Guarantor (solely with respect to the Guarantee) Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall have the right, but not be obligated to, to enter into such amended or supplemental indenture that affects its their own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, no Opinion of Counsel nor an Officer’s Certificate, nor a resolution by the Board of the Company or any Guarantor, shall be required in connection with the addition of a guarantor Guarantor under this Indenture upon execution and delivery by such guarantor Guarantor and the Trustee of a supplemental indenture to this Indenture., the form of which is attached as Exhibit D.

Without Consent of Holders. Notwithstanding Subject to the provisions of Section 9.02 hereof9.02, the Issuer, the Guarantor (with respect to the Guarantee) Company and the Trustee may amend amend, waive or supplement this Indenture (including the Guarantee) without notice to or the Notes without the consent of any Holder: : (1a) to cure any ambiguity, omission, mistake, defect or inconsistency; ; (2b) to comply with Section 5.01 of this Indenture; (c) to provide for uncertificated Notes in addition to or in place of certificated Notes; ; (3d) to comply with Section 5.01 hereof; (4) to provide for the assumption any requirements of the Issuer’s Commission in order to effect or maintain the Guarantor’s obligations to qualification of this Indenture under the Holders by a Successor Person; TIA; or (5e) to make any change that would provide any additional benefit or rights or benefits to the Holders or that does not materially adversely affect (as determined in good faith by the Issuer) the legal rights under this Indenture of any such Holder; (6) to add covenants for the benefit of the Holders or to surrender any right or power conferred upon the Issuer or the Guarantor; (7) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee hereunder pursuant to the requirements hereof; (8) to add a guarantor under this Indenture or to release a guarantor in accordance with the terms of this Indenture; (9) to conform the text of this Indenture, the Guarantee or the Notes to any provision of the “Description of the Notes and the Guarantee” section of the Offering Memorandum to the extent that such provision in such section was intended to be a verbatim recitation of a provision of this Indenture, the Guarantee or the Notes, as provided to the Trustee in an Officer’s Certificate; (10) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, to facilitate the issuance and administration of the Notes; provided that (a) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (b) such amendment does not materially and adversely affect the rights of Holders any Holder. Notwithstanding the foregoing, the Trustee and the Company may not make any change pursuant to transfer Notes; this Section 9.01 that adversely affects the rights of any Holder under this Indenture without the consent of such Holder. In formulating its determination on such matters, the Trustee shall be entitled to rely on such evidence as it deems appropriate, including, without limitation, solely on an Opinion of Counsel (11which may be counsel to the Company) to provide for the issuance of Additional Notes in accordance with the terms of this Indenture; or (12) to secure the Notes and/or the related Guaranteeor an Officers' Certificate, and may not be held liable therefor. Upon the request of the Issuer Company accompanied by a resolution of its Board of Directors Resolution authorizing the execution of any such amended or supplemental indentureIndenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof (to the extent requested by the Trustee)9.06, the Trustee shall join with the Issuer and the Guarantor (solely with respect to the Guarantee) Company in the execution of any amended or supplemental indenture Indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that which may be therein contained, but the Trustee may but shall have the right, but not be obligated to, to enter into such amended or supplemental indenture that Indenture which affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, no Opinion of Counsel shall be required in connection with the addition of a guarantor under this Indenture upon execution and delivery by such guarantor and the Trustee of a supplemental indenture to this Indenture.

Without Consent of Holders. Notwithstanding Section 9.02 hereof, the The Issuer, the Guarantor (with respect to the Guarantee) Subsidiary Guarantors and the Trustee may amend or supplement this Indenture (including the Guarantee) or Indenture, the Notes and the Guarantees without the notice to or consent of any HolderNoteholder: (1) to cure any ambiguity, omission, mistakedefect, defect mistake or inconsistency; (2) to provide for the assumption by a successor corporation, partnership, trust or limited liability company of the obligations of the Issuer or any Subsidiary Guarantor under this Indenture and the Notes; (3) to provide for or facilitate the issuance of uncertificated Notes in addition to or in place of certificated Notes; (3; provided, however, that the uncertificated Notes are issued in registered form for purposes of Section 163(f) to comply with Section 5.01 hereofof the Code; (4) to provide for the assumption of the Issuer’s or the Guarantor’s obligations add Subsidiary Guarantors with respect to the Holders by Notes, or release a Successor PersonSubsidiary Guarantor from its Guarantee and terminate such Guarantee; provided that the release and termination is in accordance with the applicable provisions of this Indenture; (5) to make any change that would provide any additional rights secure the Notes or benefits to the Holders or that does not materially adversely affect (as determined in good faith by the Issuer) the legal rights under this Indenture of any such HolderGuarantees; (6) to add covenants of the Issuer or a Subsidiary Guarantor for the benefit of of, or to make changes that would provide additional rights to, the Holders or to surrender any right or power herein conferred upon the Issuer or the a Subsidiary Guarantor; (7) to make any change that does not adversely affect the legal rights under this Indenture of any Noteholder, provided, however, that any change made to conform this Indenture to the “Description of Notes” contained in the Offering Memorandum shall not be deemed to adversely affect such legal rights; (8) to comply with any requirement of the SEC in connection with any required qualification of this Indenture under the TIA; (9) to evidence and provide for the acceptance and of an appointment under this Indenture of a successor Trustee; provided that the successor Trustee hereunder pursuant is otherwise qualified and eligible to the requirements hereof; (8) to add a guarantor act as such under this Indenture or to release a guarantor in accordance with the terms of this Indenture; (9) to conform the text of this Indenture, the Guarantee or the Notes to any provision of the “Description of the Notes and the Guarantee” section of the Offering Memorandum to the extent that such provision in such section was intended to be a verbatim recitation of a provision of this Indenture, the Guarantee or the Notes, as provided to the Trustee in an Officer’s Certificate;; or (10) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, to facilitate the issuance and administration of the Notes; provided that (a) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (b) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (11) to provide for the issuance of Additional Notes in accordance with the terms of this Indenture; or (12) to secure the Notes and/or the related Guarantee. Upon the request of the Issuer accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described limitations set forth in Section 7.02 hereof (to the extent requested by the Trustee), the Trustee shall join with the Issuer and the Guarantor (solely with respect to the Guarantee) in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall have the right, but not be obligated to, enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, no Opinion of Counsel shall be required in connection with the addition of a guarantor under this Indenture upon execution and delivery by such guarantor and the Trustee of a supplemental indenture to this Indenture.

Without Consent of Holders. Notwithstanding Section 9.02 hereof9.2, without the consent of any Holder, the Issuer, the Guarantor (with respect to the Guarantee) Company and the Trustee may amend or supplement this Indenture (including the Guarantee) or the Notes without the consent of any HolderNotes: (1a) to cure any ambiguity, omission, mistake, defect or inconsistency;, (2b) to provide for uncertificated Notes in addition to or in place of certificated Notes;Notes (provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code), (3) to comply with Section 5.01 hereof; (4c) to provide for the assumption of the IssuerCompany’s or the a Guarantor’s obligations to Holders in the Holders by case of a Successor Person;merger or consolidation, (5d) to make any change that would provide any additional rights or benefits to the Holders (including providing for additional Note Guarantees) or that does not materially adversely affect (as determined in good faith by the Issuer) the legal rights under this Indenture of any such Holder;Holder under this Indenture, (6e) to add covenants for the benefit of the Holders or to surrender any right or power conferred upon the Issuer or the Guarantor; (7) to evidence and provide for the acceptance and appointment under this Indenture issuance of a successor Trustee hereunder pursuant to the requirements hereof; (8) to add a guarantor under this Indenture or to release a guarantor Additional Notes in accordance with the terms of limitations set forth in this Indenture;; or (9f) to conform the text of this Indenture, the Guarantee Notes or the Notes Note Guarantees to any provision of the “Description of the Notes and the Guaranteenotes” section of the Company’s Offering Memorandum dated June 17, 2020, relating to the initial offering of the Notes, to the extent that such provision in such section that “Description of the notes” was intended to be a verbatim recitation of a provision of this Indenture, the Guarantee Notes or the NotesNote Guarantees, as provided which intent may be evidenced by an Officers’ Certificate delivered to the Trustee in an Officer’s Certificate; (10) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, to facilitate the issuance and administration of the Notes; provided that (a) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (b) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (11) to provide for the issuance of Additional Notes in accordance with the terms of this Indenture; or (12) to secure the Notes and/or the related Guaranteeeffect. Upon the request of the Issuer Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indentureIndenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof (to the extent requested by the Trustee)7.2, the Trustee shall join with the Issuer Company and the Guarantor (solely with respect to the Guarantee) Subsidiary Guarantors in the execution of any amended or supplemental indenture Indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall have the right, but not be obligated to, to enter into such amended or supplemental indenture Indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding For the foregoingavoidance of doubt, no Opinion amendment to, or deletion of Counsel any of the covenants described in Article IV or action taken in compliance with the covenants in effect at the time of such action, shall be required in connection deemed to impair or affect any rights of any Holders to receive payment of principal of or premium, if any, or interest on the Notes or to institute suit for the enforcement of any payment on or with the addition of a guarantor under this Indenture upon execution and delivery by respect to such guarantor and the Trustee of a supplemental indenture to this IndentureHolder’s Notes.

Without Consent of Holders. Notwithstanding Section 9.02 hereof9.2, the Issuer, the Guarantor (with respect to the Guarantee) and the Trustee may amend or supplement this Indenture (including the Guarantee) or the Notes without the consent of any Holder, the Issuer, the Trustee and the other parties thereto, as applicable, may amend or supplement any Note Documents and the Issuer may direct the Trustee, and the Trustee will, enter into an amendment or supplement to any Note Document, to: (1) to cure any ambiguity, omission, mistake, defect defect, error or inconsistency, conform any provision of a Note Document to the “Description of the Notes” in the Offering Memorandum or reduce the minimum denomination of the Notes; (2) to provide for the assumption by a successor Person of the obligations of the Issuer under any Note Document; (3) provide for uncertificated Notes in addition to or in place of certificated Notes; (3) to comply with Section 5.01 hereof; (4) add to the covenants or provide for the assumption of the Issuer’s or the Guarantor’s obligations to the Holders by a Successor Person; (5) to make any change that would provide any additional rights or benefits to the Holders or that does not materially adversely affect (as determined in good faith by the Issuer) the legal rights under this Indenture of any such Holder; (6) to add covenants Note Guarantee for the benefit of the Holders or to surrender any right or power conferred upon the Issuer or the Guarantorany Restricted Subsidiary; (75) to evidence and provide for make any change that does not adversely affect the acceptance and appointment under this Indenture rights of a successor Trustee hereunder pursuant to the requirements hereofany Holder in any material respect; (8) to add a guarantor under this Indenture or to release a guarantor in accordance with the terms of this Indenture; (96) to conform the text of this Indenture, the Guarantee or the Notes to any provision of the “Description of the Notes and the Guarantee” section of the Offering Memorandum to the extent that such provision in such section was intended to be a verbatim recitation of a provision of this Indenture, the Guarantee or the Notes, as provided to the Trustee in an Officer’s Certificate; (10) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, to facilitate the issuance and administration of the Notes; provided provided, however, that (ai) compliance with this Indenture as so amended would not result in such Notes being transferred in violation of the Securities Act or any other applicable securities law laws and (bii) such amendment does not materially and adversely affect the rights of Holders to transfer such Notes; (117) to provide make such provisions as necessary (as determined in good faith by the Issuer) for the issuance of Additional Notes otherwise permitted to be issued under this Indenture; (8) provide for any Restricted Subsidiary to provide a Note Guarantee in accordance with Section 3.2, to add Guarantees with respect to the terms Notes, to add security to or for the benefit of the Notes, or to confirm and evidence the release, termination, discharge or retaking of any Guarantee or Lien with respect to or securing the Notes when such release, termination, discharge or retaking is provided for under this Indenture, the Notes Collateral Documents or the Intercreditor Agreements, as applicable; (9) evidence and provide for the acceptance and appointment under this Indenture or the Notes Collateral Documents of a successor Trustee or Collateral Agent pursuant to the applicable requirements hereof or thereof or to provide for the accession by the Trustee or Collateral Agent, as applicable, to any Note Document; (10) mortgage, pledge, hypothecate or grant any other Lien in favor of the Collateral Agent for its benefit and the benefit of the Trustee and the Holders, as additional security for the payment and performance of all or any portion of the Obligations securing the Notes and the Guarantees thereof, 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 the Indenture, any of the Intercreditor Agreements, the Notes Collateral Documents or otherwise; (11) provide for the release of Collateral from the Lien pursuant to this Indenture, the Notes Collateral Documents and the Intercreditor Agreements when permitted or required by the Notes Collateral Documents, this Indenture or the Intercreditor Agreements; (12) the extent necessary to provide for the granting of a security interest for the benefit of any Person; provided that the granting of such security interest is not prohibited under this Indenture; or (1213) to secure under the Notes and/or Collateral Documents any Pari Passu Debt Obligations otherwise permitted to be secured by the related GuaranteeCollateral. Upon the request of the Issuer accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indentureSubject to Section 9.2, and upon receipt by the Trustee of the documents described in Section 7.02 hereof (to the extent requested by the Trustee)Sections 9.6 and 13.4, the Trustee shall will join with the Issuer and the Guarantor (solely with respect to the Guarantee) Guarantors, if applicable, in the execution of any amended such amendment or supplemental indenture authorized supplement unless such amendment or permitted by supplement directly affects the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall have the right, but not be obligated to, enter into such amended or supplemental indenture that affects its 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 amendment or supplement. Notwithstanding the foregoing, no Opinion of Counsel shall be required in connection with the addition of a guarantor After an amendment or supplement under this Indenture upon execution and delivery by Section 9.1 becomes effective, the Issuer shall mail to Holders a notice briefly describing such guarantor and amendment or supplement. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the Trustee validity of a supplemental indenture to an amendment or supplement under this IndentureSection 9.1.

Without Consent of Holders. Notwithstanding Section 9.02 hereof(a) Without the consent of any Holder, the Issuer, the Guarantor (with respect to the Guarantee) Trustee and the Trustee other parties thereto, as applicable, may amend or supplement this Indenture (including the Guarantee) or the any Notes without the consent of any HolderDocuments to: (1) to cure any ambiguity, omission, mistakedefect, defect error or inconsistency; (2) to provide for uncertificated the assumption by a successor Person of the obligations of the Issuer under any Notes in addition to or in place of certificated NotesDocument; (3) add to comply with Section 5.01 hereofthe covenants for the benefit of the Holders or surrender any right or power conferred upon the Issuer or any Restricted Subsidiary; (4) to provide for the assumption of the Issuer’s or the Guarantor’s obligations to the Holders by a Successor Person; (5) to make any change that would provide any additional rights or benefits to the Trustee or the Holders or that does not materially adversely affect the rights or benefits to the Trustee or any of the Holders in any material respect under the Notes Documents; (5) make such provisions as necessary (as determined in good faith by the Issuer) for the legal rights under issuance of Additional Notes Incurred in accordance with the terms of this Indenture of any such HolderIndenture; (6) to add covenants Guarantees with respect to the Notes (including any provisions relating to the release or limitations of such Additional Guarantees), to add security to or for the benefit of the Holders Notes, or to surrender effectuate or confirm and evidence the release, termination, discharge or retaking of any right such note guarantee or power conferred upon Lien or any amendment in respect thereof with respect to the Issuer Notes when such release, termination, discharge or the Guarantorretaking or amendment is provided for under this Indenture; (7) conform the text of this Indenture or the Notes to any provision of the section of the Offering Memorandum entitled “Description of the New CSC Senior Notes” to the extent that such provision in the section of the Offering Memorandum entitled “Description of the New CSC Senior Notes” was intended to be a verbatim recitation of a provision of this Indenture or the Notes; or (8) evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee hereunder pursuant to the requirements hereof; (8) to add a guarantor under this Indenture thereof or to release a guarantor in accordance with the terms of this Indenture; (9) to conform the text of this Indenture, the Guarantee or the Notes to any provision of the “Description of the Notes and the Guarantee” section of the Offering Memorandum to the extent that such provision in such section was intended to be a verbatim recitation of a provision of this Indenture, the Guarantee or the Notes, as provided to the Trustee in an Officer’s Certificate; (10) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, to facilitate the issuance and administration of the Notes; provided that (a) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (b) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (11) to provide for the issuance of Additional Notes in accordance with the terms of this Indenture; or (12) to secure the Notes and/or the related Guarantee. Upon the request of the Issuer accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt accession by the Trustee of to any Notes Document. (b) In formulating its decision on the documents matters described in Section 7.02 hereof (to the extent requested by the Trustee9.01(a), the Trustee shall join with the Issuer be entitled to require and the Guarantor (solely with respect to the Guarantee) in the execution rely absolutely on such evidence as it deems necessary, including Officer’s Certificates and Opinions of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall have the right, but not be obligated to, enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, no Opinion of Counsel shall be required in connection with the addition of a guarantor under this Indenture upon execution and delivery by such guarantor and the Trustee of a supplemental indenture to this IndentureCounsel.

Without Consent of Holders. Notwithstanding Section 9.02 hereof(a) The Parent, the IssuerIssuers, the Guarantor (with respect to the Guarantee) Guarantors and the Trustee Trustee, together, may amend or supplement this Indenture (including Indenture, the Guarantee) Notes or the Notes Guarantees without the notice to or consent of any HolderHolder or any other party to this Indenture: (1) to cure any ambiguity, omission, mistake, defect or inconsistency; (2) to provide for the assumption by a successor corporation of the obligations of the Parent, the Issuers or any Subsidiary Guarantor under this Indenture; (3) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3) to comply with Section 5.01 hereof; (4) to provide for the assumption of the Issuer’s or the Guarantor’s obligations add Guarantees with respect to the Holders by a Successor PersonNotes or to secure the Notes; (5) to make any change that would provide any additional rights or benefits add to the Holders covenants of the Parent, the Issuers or that does not materially adversely affect (as determined in good faith by the Issuer) the legal rights under this Indenture of any such Holder; (6) to add covenants a Restricted Subsidiary for the benefit of the Holders or to surrender any right or power conferred upon the Issuer Parent, the Issuers or a Restricted Subsidiary; (6) to make any change that does not adversely affect the Guarantorrights of any Holder, as evidenced by an Officer’s Certificate delivered to the Trustee (upon which it may fully rely); (7) to evidence and provide for comply with any requirement of the acceptance and appointment under SEC in order to effect or maintain the qualification of this Indenture of a successor Trustee hereunder pursuant to under the requirements hereofTrust Indenture Act; (8) to add a guarantor under this Indenture or to release a guarantor in accordance with the terms of this Indenture; (9) to conform the text of this Indenture, the Guarantee or the Notes to any provision of the “Description of the Notes and the Guarantee” section of the Offering Memorandum to the extent that such provision in such section was intended to be a verbatim recitation of a provision of this Indenture, the Guarantee or the Notes, as provided to the Trustee in an Officer’s Certificate; (10) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, to facilitate the issuance and administration of the Notes; provided provided, however, that (a) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any other applicable securities law and (b) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (9) to conform the text of this Indenture or the Guarantees or the Notes to any provision of the “Description of notes” section of the Prospectus; to the extent that such provision in the “Description of notes” section of the Prospectus was intended to be a substantially verbatim recitation of a provision of this Indenture or the Guarantees or the Notes, as evidenced by an Officer’s Certificate delivered to the Trustee (upon which it may fully rely); (10) to evidence and provide for the acceptance of appointment by a successor trustee, provided that the successor trustee is otherwise qualified and eligible to act as such under the terms of this Indenture; (11) to provide for a reduction in the minimum denominations of the Notes; (12) to comply with the rules of any applicable securities depositary; or (13) to provide for the issuance of Additional Notes and related guarantees in accordance with the terms of this Indenture; or (12) to secure the Notes and/or the related Guarantee. Upon the request of the Issuer accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described limitations set forth in Section 7.02 hereof (to the extent requested by the Trustee), the Trustee shall join with the Issuer and the Guarantor (solely with respect to the Guarantee) in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall have the right, but not be obligated to, enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, no Opinion of Counsel shall be required in connection with the addition of a guarantor under this Indenture upon execution and delivery by such guarantor and the Trustee of a supplemental indenture to this Indenture.

Without Consent of Holders. Notwithstanding Section 9.02 hereof, the Issuer, the Company any Guarantor (with respect to the Guaranteea Guarantee to which it is a party) and the Trustee may amend or supplement this Indenture (including the Guarantee) and any Guarantee or the Notes without the consent of any Holder: (1) to cure any ambiguity, omission, mistake, defect or inconsistencyinconsistency or reduce the minimum denomination of the Notes; (2) to provide for uncertificated Notes in addition to or in place of certificated NotesNotes or to alter the provisions of this Indenture related to the form of the Notes (including related definitions); (3) to comply with Section 5.01 hereof; (4) to provide for the assumption of the IssuerCompany’s or the any Guarantor’s obligations to the Holders by a Successor PersonHolders; (5) to make any change that would provide any additional rights or benefits to the Holders or that does not materially adversely affect (as determined in good faith by the IssuerCompany) the legal rights under this Indenture of any such Holder; (6) to add or to modify the covenants for the benefit of the Holders or to surrender any right or power conferred upon the Issuer Company or the any Guarantor; (7) at the Company’s election, to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act, if applicable (it being agreed that this Indenture need not qualify under the Trust Indenture Act); (8) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee hereunder pursuant to the requirements hereof; (8) 9) to add a guarantor Guarantor or co-obligor under this Indenture or to release a guarantor Guarantor in accordance with the terms of this Indenture; (910) to conform the text of this Indenture, the Guarantee Guarantees or the Notes to any provision of the “Description of the Notes and the GuaranteeNotes” section of the Offering Memorandum to the extent that such provision in such “Description of Notes” section was intended to be a verbatim recitation of a provision of this Indenture, the Guarantee or the Notes, as provided to the Trustee in an Officer’s Certificate; (1011) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, to facilitate the issuance and administration of the Notes; provided that (a) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (b) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (1112) to provide for the issuance of Additional Notes in accordance with the terms of this Indenture; (13) to comply with the rules and procedures of any applicable securities depositary; or (1214) to secure the Notes and/or the related GuaranteeGuarantees or to add collateral thereto. Upon the request of the Issuer Company accompanied by a resolution of its the Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof (to the extent requested by the Trustee), the Trustee shall join with the Issuer Company and the Guarantor (solely with respect to the Guarantee) Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall have the right, but not be obligated to, enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, no Opinion of Counsel shall be required in connection with the addition of a guarantor Guarantor under this Indenture upon execution and delivery by such guarantor Guarantor and the Trustee of a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto.

Without Consent of Holders. Notwithstanding Section 9.02 hereofThe Issuers, the Issuer, the Guarantor (with respect to the Guarantee) Note Guarantors and the Trustee may amend or supplement this Indenture (including the Guarantee) or the Notes without the notice to or consent of any Holder: (1) to cure any ambiguity, omission, mistake, defect or inconsistency; (2) to provide for the assumption by a successor entity of the obligations of an Issuer or any Note Guarantor under this Indenture to comply with Article 5; (3) to provide for uncertificated Notes in addition to or in place of certificated Notes; Notes (3provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) to comply with of the Code, or in a manner such that the uncertificated Notes are described in Section 5.01 hereof163(f)(2)(B) of the Code); (4) to provide for the assumption of the Issuer’s or the Guarantor’s obligations add Guarantees with respect to the Holders by a Successor PersonNotes, including any Subsidiary Guarantees, or to secure the Notes; (5) to make any change that would provide any additional rights or benefits add to the Holders covenants of the Issuers or that does not materially adversely affect (as determined in good faith by the Issuer) the legal rights under this Indenture of any such Holder; (6) to add covenants Note Guarantor for the benefit of the Holders of the Notes or to surrender any right or power herein conferred upon the Issuer Issuers or any Note Guarantor; (6) to make any change that does not adversely affect the Guarantorrights of any Holder of the Notes; (7) to evidence and provide for comply with any requirement of the acceptance and appointment under SEC in connection with qualifying, or maintaining the qualification of, this Indenture of a successor Trustee hereunder pursuant to under the requirements hereofTIA; (8) to add a guarantor under this Indenture or to release a guarantor in accordance with the terms of this Indenture; (9) to conform the text of this Indenture, the Notes or any Note Guarantee or the Notes to any provision of contained in the Offering Memorandum under the heading “Description of notes”; (9) to release a Note Guarantor from its obligations under its Note Guarantee or this Indenture in accordance with the Notes and the Guarantee” section of the Offering Memorandum to the extent that such provision in such section was intended to be a verbatim recitation of a provision applicable provisions of this Indenture, the Guarantee or the Notes, as provided to the Trustee in an Officer’s Certificate; (10) to provide for the issuance of Additional Notes in accordance with the applicable provisions of this Indenture; (11) to comply with the rules of any applicable securities depository; or (12) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, to facilitate the issuance and administration of the Notes; provided provided, however, that (a) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any other applicable securities law and (b) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (11) to provide for . After an amendment under this Section becomes effective, the issuance of Additional Notes in accordance with the terms of this Indenture; or (12) to secure the Notes and/or the related Guarantee. Upon the request of the Issuer accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof (Issuers shall mail to the extent requested by Noteholders a notice briefly describing such amendment. The failure to give such notice to all Noteholders, or any defect therein, shall not impair or affect the Trustee), the Trustee shall join with the Issuer and the Guarantor (solely with respect to the Guarantee) in the execution validity of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall have the right, but not be obligated to, enter into such amended or supplemental indenture that affects its own rights, duties or immunities an amendment under this Indenture or otherwise. Notwithstanding the foregoing, no Opinion of Counsel shall be required in connection with the addition of a guarantor under this Indenture upon execution and delivery by such guarantor and the Trustee of a supplemental indenture to this IndentureSection.

Without Consent of Holders. Notwithstanding Section 9.02 hereofof this Indenture, the IssuerIssuers, the Guarantor (with respect to the Guarantee) Guarantors and the Trustee may amend or supplement this Indenture (including the Guarantee) or the Notes without the consent of any Holder: (1a) to cure any ambiguity, omission, mistake, defect or inconsistency; (2b) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3) to comply with Section 5.01 hereof; (4c) to provide for the assumption of the an Issuer’s or the Guarantor’s obligations to the Holders by a Successor Personpursuant to Article 5 hereof; (5d) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not materially adversely affect (as determined in good faith by the Issuer) the legal rights under hereunder of any Holder, provided that any change to conform this Indenture to the Offering Memorandum shall not be deemed to adversely affect the legal rights hereunder of any such Holder; (6e) to add covenants for secure the benefit of the Holders or to surrender any right or power conferred upon the Issuer Notes or the Guarantor; (7) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee hereunder Subsidiary Guarantees pursuant to the requirements hereofof Section 4.12 or otherwise; (8) to add a guarantor under this Indenture or to release a guarantor in accordance with the terms of this Indenture; (9) to conform the text of this Indenture, the Guarantee or the Notes to any provision of the “Description of the Notes and the Guarantee” section of the Offering Memorandum to the extent that such provision in such section was intended to be a verbatim recitation of a provision of this Indenture, the Guarantee or the Notes, as provided to the Trustee in an Officer’s Certificate; (10) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, to facilitate the issuance and administration of the Notes; provided that (a) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (b) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (11f) to provide for the issuance of Additional Notes in accordance with the terms limitations set forth in this Indenture; (g) to conform the text of this Indenture, the Notes or the Subsidiary Guarantees to any provision of the “Description of Notes” section of the Offering Memorandum to the extent that such text of this Indenture or such Subsidiary Guarantee was intended to reflect such provision of such “Description of Notes” as evidenced in an Officers’ Certificate; (h) to add any additional Guarantor with respect to the Notes or to evidence the release of any Guarantor from its Subsidiary Guarantee in accordance with Article 10 hereof; (i) to evidence or provide for the acceptance of appointment under this Indenture of a successor Trustee; or (12j) to secure provide for the Notes and/or reorganization of the related GuaranteeCompany as any other form of entity, in accordance with the provisions of Section 5.01. Upon the request of the Issuer Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof (to the extent requested by the Trustee)9.05 hereof, the Trustee shall join with the Issuer Issuers and the Guarantor (solely with respect to the Guarantee) 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 containedIndenture, but the Trustee shall have the right, but not be obligated to, to enter into such amended or supplemental indenture Indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, no Opinion of Counsel shall be required in connection with the addition of a guarantor under this Indenture upon execution and delivery by such guarantor and the Trustee of a supplemental indenture to this Indenture.

Without Consent of Holders. Notwithstanding Section 9.02 hereof(“With Consent of Holders”) of this Indenture, the IssuerCompany, the Guarantor (with respect to Guarantors, the Guarantee) Trustee and the Trustee Noteholder Collateral Agent, as applicable, may amend or supplement this Indenture (including the Guarantee) or the Notes other Indenture Documents without the consent of any Holder: (1) to cure any ambiguity, omission, mistake, defect or inconsistency; (2) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3) to comply with Section 5.01 hereof; (4) to provide for the assumption of the IssuerCompany’s or the a Guarantor’s obligations to under the Holders by Indenture Documents in the case of a Successor Personmerger or consolidation or sale of all or substantially all of the Company’s or such Guarantor’s assets, as applicable; (54) to make any change that would provide any additional rights or benefits to the Holders or that does not materially adversely affect (as determined in good faith by the Issuer) the legal rights under this Indenture of any such 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 add covenants for make provisions with respect to the benefit conversion of Notes pursuant to the requirements of Article 13 if any reclassification or change of the Holders Common Stock or to surrender any right consolidation, merger, combination, share exchange or power conferred upon sale of all or substantially all of the Issuer or assets of the GuarantorCompany shall occur; (7) to evidence and provide for the acceptance and of the appointment under this Indenture and the Collateral Agreements of a successor Trustee hereunder pursuant to the requirements hereofor Noteholder Collateral Agent; (8) to add a guarantor make any other provisions with respect to matters or questions arising under this Indenture Indenture, the Collateral Agreements, the Notes or the Note Guarantees, provided that the actions pursuant to release a guarantor this clause will not adversely affect the interests of the Holders of the Notes in accordance with any material respect, as determined in good faith by the terms of this IndentureCompany; (9) to conform the text of this Indenture, the Guarantee enter into additional or the Notes to any provision of the “Description of the Notes and the Guarantee” section of the Offering Memorandum to the extent that such provision in such section was intended to be a verbatim recitation of a provision of this Indenture, the Guarantee or the Notes, as provided to the Trustee in an Officer’s Certificatesupplemental Collateral Agreements; (10) to make any amendment to the provisions of release Collateral when permitted or required by this Indenture relating to or the transfer and legending of Notes as permitted by this Indenture, including, to facilitate the issuance and administration of the Notes; provided that (a) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (b) such amendment does not materially and adversely affect the rights of Holders to transfer NotesCollateral Agreements; (11) to provide for the issuance of Additional Notes in accordance with the terms limitations set forth in this Indenture as of the date of this Indenture; or; (12) to secure add any Note Guarantee by allowing any Guarantor to execute a supplemental indenture with respect to the Notes and/or Notes; (13) [Reserved]; or (14) to accept and consent to, and to take all steps to perfect a security interest under, Collateral Agreements to be granted subsequent to the related GuaranteeIssue Date, including with respect to Drilling Contracts and Internal Charters. Upon the request of the Issuer Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended amendment or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof 7.02(b) (to the extent requested by the “Rights of Trustee)”) hereof, the Trustee shall will join with the Issuer Company and the Guarantor (solely with respect to the Guarantee) Guarantors in the execution of any amended amendment or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall have the right, but will not be obligated to, to enter into such amended amendment or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, no Opinion of Counsel shall be required in connection with the addition of a guarantor under this Indenture upon execution and delivery by such guarantor and the Trustee of a supplemental indenture to this Indenture.

Without Consent of Holders. Notwithstanding Section 9.02 hereof9.2 of this Indenture, the IssuerCompany, the Guarantor (with respect to the Guarantee) Trustee and the Trustee other parties hereto may amend or supplement this Indenture (including the Guarantee) or the Notes without the consent of any HolderNote Documents: (1) to cure any ambiguity, omission, mistake, defect defect, error or inconsistency, conform any provision to any provision under the heading “Description of the Notes” in the Offering Memorandum or reduce the minimum denomination of the Notes; (2) to provide for the assumption by a successor Person of the obligations of the Company or any Subsidiary Guarantor under any Note Document; (3) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3) to comply with Section 5.01 hereof; (4) to add to the covenants or provide for the assumption of the Issuer’s or the Guarantor’s obligations to the Holders by a Successor Person; (5) to make any change that would provide any additional rights or benefits to the Holders or that does not materially adversely affect (as determined in good faith by the Issuer) the legal rights under this Indenture of any such Holder; (6) to add covenants Guarantee for the benefit of the Holders or to surrender any right or power conferred upon the Issuer Company or any Restricted Subsidiary; (5) to make any change that does not adversely affect the Guarantorrights of any Holder in any material respect; (6) at the Company’s election, comply with any requirement of the SEC in connection with the qualification of this Indenture under the TIA, if such qualification is required; (7) make such provisions as necessary (as determined in good faith by the Company) for the issuance of Additional Notes; (8) to add Guarantees with respect to the Notes, to add security to or for the benefit of the Notes, or to confirm and evidence the release, termination, discharge or retaking of any Guarantee or Lien with respect to or securing the Notes when such release, termination, discharge or retaking is provided for under this Indenture; (9) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee hereunder pursuant to the requirements hereof; (8) to add a guarantor under this Indenture hereof or to release a guarantor in accordance with provide for the terms of this Indenture; (9) to conform accession by the text of this Indenture, the Guarantee or the Notes Trustee to any provision of the “Description of the Notes and the Guarantee” section of the Offering Memorandum to the extent that such provision in such section was intended to be a verbatim recitation of a provision of this Indenture, the Guarantee or the Notes, as provided to the Trustee in an Officer’s Certificate;Note Document; or (10) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation, to facilitate the issuance and administration of the Notes; provided provided, however, that (ai) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (bii) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (11) to provide for the issuance of Additional Notes in accordance with the terms of this Indenture; or (12) any material respect. Subject to secure the Notes and/or the related Guarantee. Upon Section 9.2, upon the request of the Issuer accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indentureCompany, and upon receipt by the Trustee of the documents described in Section 7.02 hereof (to the extent requested by the Trustee)Sections 9.6 and 12.6 hereof, the Trustee shall will join with the Issuer Company and the Guarantor (solely with respect to the Guarantee) Guarantors in the execution of any such amended or supplemental indenture authorized unless such amended or permitted by supplemental indenture affects the terms of Trustee’s own rights, duties, liabilities or immunities under this Indenture and to make any further appropriate agreements and stipulations that or otherwise, in which case the Trustee may be therein containedin its discretion, but the Trustee shall have the right, but will not be obligated to, enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, no Opinion of Counsel shall be required in connection with the addition of a guarantor under this Indenture upon execution and delivery by such guarantor and the Trustee of a supplemental indenture to this Indenture.

Without Consent of Holders. Notwithstanding Section 9.02 hereof, the Issuer, the any Guarantor (with respect to the Guaranteea Guarantee or this Indenture to which it is a party) and the Trustee may amend or supplement this Indenture (including the Guarantee) and any Guarantee or the Notes without the consent of any HolderHolder or any other party hereto: (1) to cure any ambiguity, omission, mistake, defect or inconsistency; (2) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3) to comply with Section 5.01 Article V hereof; (4) to provide for the assumption of the Issuer’s or the any Guarantor’s obligations to the Holders by a Successor PersonHolders; (5) to make any change that would provide any additional rights or benefits to the Holders or that does not materially adversely affect (as determined in good faith by the Issuer) the legal rights under this Indenture of any such Holder; (6) to add covenants for the benefit of the Holders or to surrender any right or power conferred upon the Issuer or the any Guarantor; (7) to secure the Notes and/or the related Guarantees or to add collateral thereto; (8) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee hereunder pursuant to the requirements hereof; (8) 9) to provide for the issuance of exchange notes or private exchange notes, which are identical to exchange notes except that they are not freely transferable; (10) to add a guarantor Guarantor under this Indenture or to release a guarantor Guarantor in accordance with the terms of this Indenture; (911) to conform the text of this Indenture, the Guarantee Guarantees or the Notes to any provision of the “Description of the Notes and the GuaranteeNotes” section of the Offering Memorandum to the extent that such provision in such “Description of Notes” section was intended to be a verbatim recitation of a provision of this Indenture, the Guarantee or the Notes, as provided to the Trustee in an Officer’s Certificate; (1012) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, to facilitate the issuance and administration of the Notes; provided that (a) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (b) such amendment does not materially and adversely affect the rights of Holders to transfer Notes;Notes (as determined in good faith by the Issuer); or (1113) to provide for the issuance of Additional Notes in accordance with the terms of this Indenture; or (12) to secure the Notes and/or the related Guarantee. Upon the request of the Issuer accompanied by a resolution of its the Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof (to the extent requested by the Trustee), the Trustee shall join with the Issuer and the Guarantor (solely with respect to the Guarantee) Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall have the right, but not be obligated to, enter into any such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, no neither an Opinion of Counsel nor an Officer’s Certificate shall be required in connection with the addition of a guarantor Guarantor under this Indenture upon execution and delivery by such guarantor Guarantor and the Trustee of a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, provided that the execution thereof shall be deemed a representation by such Guarantor(s) that all conditions precedent and covenants, if any, relating to the execution of such supplemental indenture have been satisfied and the supplemental indenture is enforceable in accordance with its terms subject to (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and similar laws affecting the rights and remedies of creditors generally and (ii) general principles of equity.

Without Consent of Holders. (a) Notwithstanding Section 9.02 hereof, the Issuer, the any Guarantor (with respect to the Guaranteea Guarantee or this Indenture to which it is a party) and the Trustee may amend or supplement this Indenture Indenture, any Guarantee, the Notes, the Notes Security Document or the Intercreditor Agreements (including in each case, if applicable, the Guaranteeform of agreements attached thereto as exhibits) or the Notes without the consent of any Holder: (1i) to cure any ambiguity, omission, mistake, defect or inconsistency; (2ii) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3iii) to comply with Section 5.01 hereof; (4iv) to provide for the assumption of the Issuer’s or the any Guarantor’s obligations to the Holders by a Successor PersonHolders; (5v) to make any change that would provide any additional rights or benefits to the Holders or that does not materially adversely affect (as determined in good faith by the Issuer) the legal rights under this Indenture of any such Holder; (6vi) to add covenants for the benefit of the Holders or to surrender any right or power conferred upon the Issuer or the any Guarantor; (7vii) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act, if applicable (it being agreed that this Indenture need not qualify under the Trust Indenture Act); (viii) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee hereunder pursuant to the requirements hereof; (8) ix) to add a guarantor Guarantor or co-obligor under this Indenture or to release a guarantor Guarantor in accordance with the terms of this Indenture; (9x) to conform the text of this Indenture, Guarantees, the Guarantee or Notes, the Notes Security Documents and the Intercreditor Agreements to any provision of the “Description of the Notes and the GuaranteeNotes” section of the Offering Memorandum to the extent that such provision in such “Description of Notes” section was intended to be a verbatim recitation of a provision of this Indenture, the Guarantee or Guarantee, the Notes, the Notes Security Documents and the Intercreditor Agreements as provided to the Trustee in an Officer’s Certificate; (10xi) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, to facilitate the issuance and administration of the Notes; provided that provided, (aA) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (bB) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (11xii) to provide for the issuance of Additional Notes in accordance with the terms of this Indenture; (xiii) to make, complete or confirm any grant of Collateral permitted or required by this Indenture, any of the Notes Security Documents or the Intercreditor Agreements or any release of Collateral pursuant to the terms of this Indenture, any of the Notes Security Documents or the Intercreditor Agreements; (xiv) to secure additional extensions of credit and add additional secured creditors holding other First Lien Obligations so long as such First Lien Obligations are not prohibited by the provisions of this Indenture or any other then-existing First Lien Debt Documents; (xv) to add additional assets as Collateral; or (12xvi) to secure add provisions to this Indenture and a new form of Note to permit the issuance by the Issuer or a Subsidiary thereof of escrow notes under this Indenture, which may have different terms than other Notes issued under this Indenture so long as the proceeds of such notes remain in escrow (including, but not limited to, separate collateral, different or no guarantees and special mandatory redemption provisions). (b) The Holders will be deemed to have consented for purposes of this Indenture, the Notes Security Documents and the Equal Priority Intercreditor Agreement (and, if applicable, a Junior Lien Intercreditor Agreement) to any of the following amendments and other modifications to this Indenture, the Notes Security Documents or the Equal Priority Intercreditor Agreement (or, if applicable, a Junior Lien Intercreditor Agreement) and the entry into a Junior Lien Intercreditor Agreement: (i) to effect any amendment or supplement to the Equal Priority Intercreditor Agreement or any other Intercreditor Agreement that is for the purpose of adding the holders of First Lien Obligations or Indebtedness secured on a junior basis to the Notes or any other Indebtedness that is permitted under Section 4.09 and is Secured Indebtedness (or a representative with respect thereto) as parties thereto, as expressly contemplated by the terms of such Intercreditor Agreement, as applicable (it being understood that any such amendment, modification or supplement may make such other changes to the Equal Priority Intercreditor Agreement or any other applicable Intercreditor Agreement as, in the good faith determination of the Bank Collateral Agent, are required to effectuate the foregoing and provided that such other changes are not adverse, in any material respect, to the interests of the Holders); (ii) to enter into any Junior Lien Intercreditor Agreement or any Equal Priority Intercreditor Agreement or to any restatement or replacement thereof or to effect the Equal Priority Intercreditor Amendments or other Intercreditor Amendments; or (iii) that is expressly contemplated by any Intercreditor Agreement or this Indenture. (c) The Notes Collateral Agent is hereby authorized and directed to enter into the Equal Priority Intercreditor Agreement and any other Intercreditor Agreement to the extent contemplated by the terms of this Indenture without the consent of any Holder, and by accepting a Note, each Holder will be deemed to have acknowledged that such Intercreditor Agreement is binding upon them. By accepting a Note, each Holder will be deemed to have (a) agreed that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreements, (b) authorized and instructed the Notes Collateral Agent to enter into the Equal Priority Intercreditor Agreement and to subject the Liens on the Collateral to the provisions thereof and (c) without any further consent of such Holder, authorized and instructed the Notes Collateral Agent to execute and deliver on behalf of itself, the Trustee and the Holders the Equal Priority Intercreditor Agreement, any other intercreditor agreement or any amendment (or amendment and restatement) to the Notes Security Documents or an Intercreditor Agreement contemplated by this Indenture. In connection with any such amendment of the Equal Priority Intercreditor Agreement or any other Intercreditor Agreements, the Issuer shall provide an Officer’s Certificate to the Notes Collateral Agent stating that such amendment complies with and/or is permitted by this Indenture, on which the related GuaranteeNotes Collateral Agent shall be entitled to conclusively rely without any investigation. In addition, by accepting a Note, each Holder will be deemed to have authorized and directed the Notes Collateral Agent to enter into (i) any amendments to the Equal Priority Intercreditor Agreement and any other Intercreditor Agreements, and (ii) any other intercreditor arrangements, in the case of clauses (i), and (ii) to the extent required to give effect to the establishment of intercreditor rights and privileges as contemplated and required or permitted by the Indenture (the “Other Intercreditor Amendments”). (d) Upon the request of the Issuer accompanied by a resolution of its the Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof (to the extent requested by the Trustee), the Trustee shall join with the Issuer and the Guarantor (solely with respect to the Guarantee) Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall have the right, but not be obligated to, enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, no neither an Opinion of Counsel nor an Officer’s Certificate shall be required in connection with the addition of a guarantor Guarantor under this Indenture upon execution and delivery by such guarantor Guarantor and the Trustee of a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, provided that the execution thereof shall be deemed a representation by such Guarantor(s) that all conditions precedent and covenants, if any, relating to the execution of such supplemental indenture have been satisfied, provided that the execution thereof shall be deemed a representation by such Guarantor(s) that all conditions precedent and covenants, if any, relating to the execution of such supplemental indenture have been satisfied and the supplemental indenture is enforceable in accordance with its terms subject to (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and similar laws affecting the rights and remedies of creditors generally and (ii) general principles of equity.

Without Consent of Holders. Notwithstanding Section 9.02 hereofThe Company, the Issuer, the Guarantor (with respect to the Guarantee) Subsidiary Guarantors and the Trustee may amend or supplement this Indenture (including the Guarantee) or the Notes without notice to or the consent of any HolderNoteholder: (1i) to cure any ambiguity, omission, mistake, defect or inconsistency; (2ii) to evidence the succession of another Person to the Company or any Subsidiary Guarantor and the assumption by any such Person of the obligations of the Company or such Subsidiary Guarantor, in each case, in accordance with the provisions of Article V; (iii) to add any additional Events of Default; (iv) to add to the covenants of the Company or any Subsidiary Guarantor for the benefit of the Holders of the Notes or to surrender any right or power herein conferred upon the Company or any Subsidiary Guarantor; (v) to add one or more guarantees for the benefit of Holders of the Notes; (vi) to evidence the release of any Subsidiary Guarantor from its Guarantee of the Notes in accordance with this Indenture; (vii) to add collateral security with respect to the Notes or any Guarantee; (viii) to add or appoint a successor or separate Trustee or other agent; (ix) to provide for the issuance of the Exchange Notes, which shall have terms substantially identical in all material respects to the Initial Notes (except that the transfer restrictions contained in the Initial Notes shall be modified or eliminated, as appropriate, and there shall be no registration rights), and which shall be treated, together with any outstanding Initial Notes, as a single issue of securities; (x) to provide for the issuance of any Additional Notes; (xi) to comply with any requirement in connection with qualifying this Indenture under the Trust Indenture Act; (xii) to comply with the rules of any applicable securities depository; (xiii) to provide for uncertificated Notes in addition to or in place of certificated Notes; provided, however, that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code; (3) to comply with Section 5.01 hereof; (4) to provide for the assumption of the Issuer’s or the Guarantor’s obligations to the Holders by a Successor Person; (5) to make any change that would provide any additional rights or benefits to the Holders or that does not materially adversely affect (as determined in good faith by the Issuer) the legal rights under this Indenture of any such Holder; (6) to add covenants for the benefit of the Holders or to surrender any right or power conferred upon the Issuer or the Guarantor; (7) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee hereunder pursuant to the requirements hereof; (8) to add a guarantor under this Indenture or to release a guarantor in accordance with the terms of this Indenture; (9xiv) to conform the text of this Indenture, the Notes or any Guarantee or the Notes to any provision of the “Description of the Notes and the GuaranteeNotes” section of the Offering Memorandum to the extent that such provision in such section “Description of Notes” was intended to be a set forth, verbatim recitation of or in substance, a provision of this Indenture, the Guarantee Notes or the Notes, as provided to the Trustee in an Officer’s Certificate;Guarantees; and (10xv) to make any amendment to change if the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, to facilitate the issuance and administration of the Notes; provided that (a) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (b) such amendment change does not materially and adversely affect the rights of Holders to transfer Notes; (11) to provide for the issuance of Additional Notes in accordance with the terms of this Indenture; or (12) to secure the Notes and/or the related Guarantee. Upon the request of the Issuer accompanied by a resolution of its Board of Directors authorizing the execution interests of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Noteholder. After an amendment under this Section 7.02 hereof (to the extent requested by the Trustee)9.1 becomes effective, the Trustee Company shall join with mail or electronically deliver to Noteholders a notice briefly describing such amendment. The failure to give such notice to all Noteholders, or any defect therein, shall not impair or affect the Issuer and the Guarantor (solely with respect to the Guarantee) in the execution validity of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall have the right, but not be obligated to, enter into such amended or supplemental indenture that affects its own rights, duties or immunities an amendment under this Indenture or otherwise. Notwithstanding the foregoing, no Opinion of Counsel shall be required in connection with the addition of a guarantor under this Indenture upon execution and delivery by such guarantor and the Trustee of a supplemental indenture to this IndentureSection 9.1.

Without Consent of Holders. Notwithstanding Section 9.02 hereofThe Company and the Guarantors, the Issuerwhen authorized by a Board Resolution, the Guarantor (with respect to the Guarantee) and the Trustee may amend or supplement this Indenture (including the Guarantee) or the Notes Notes, without the notice to or consent or vote of any HolderHolder for the following purposes: (1i) to cure any ambiguity, omission, mistake, defect or inconsistency; (2ii) to provide for uncertificated Notes in addition add guarantees or collateral with respect to or in place of certificated the Notes; (3iii) to comply with Section 5.01 hereof5.01; (4iv) to provide for the assumption any guarantee of the Issuer’s Notes, to secure the Notes or to confirm and evidence the Guarantor’s obligations to release, termination or discharge of any guarantee of the Holders Notes when such release, termination or discharge is permitted by a Successor Personthis Indenture; (5) to make any change that would provide any additional rights or benefits to the Holders or that does not materially adversely affect (as determined in good faith by the Issuer) the legal rights under this Indenture of any such Holder; (6v) to add to the covenants of the Company or the Guarantors for the benefit of the Holders or Holders; (vi) to surrender any right or power herein conferred upon the Issuer Company or the GuarantorGuarantors; (7vii) to evidence and provide for the acceptance and of an appointment under this Indenture of by a successor Trustee hereunder pursuant to the requirements hereofTrustee; (8) viii) to add a guarantor under this Indenture or to release a guarantor in accordance with provide for the terms issuance of this IndentureAdditional Notes; (9) to conform the text of this Indenture, the Guarantee or the Notes to any provision of the “Description of the Notes and the Guarantee” section of the Offering Memorandum to the extent that such provision in such section was intended to be a verbatim recitation of a provision of this Indenture, the Guarantee or the Notes, as provided to the Trustee in an Officer’s Certificate; (10ix) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, to facilitate the issuance and administration of the Notes; provided other change that (a) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (b) such amendment does not materially and adversely affect the rights of Holders any Holder or to transfer conform this Indenture to the section “Description of Notes; (11) to provide for ” in the issuance of Additional Notes in accordance with the terms of this IndentureOffering Memorandum; or (12x) to secure comply with any applicable requirements of the Notes and/or SEC, including in connection with a required qualification of the related GuaranteeIndenture under the Trust Indenture Act provided that, in the case of clause (i) or (ii) above, the Company has delivered to the Trustee an Opinion of Counsel and an Officers’ Certificate, each stating that such amendment or supplement complies with the provisions of this Section 9.01. Upon the written request of the Issuer Company, accompanied by a resolution of its Board of Directors Resolution authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof (to the extent requested by the Trustee)9.05, the Trustee shall join with the Issuer Company and the Guarantor (solely with respect to the Guarantee) Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that which may be therein contained, but the Trustee shall have the right, but not be obligated to, to enter into any such amended or supplemental indenture that which affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, no Opinion of Counsel shall be required in connection with the addition of a guarantor under this Indenture upon execution and delivery by such guarantor and the Trustee of a supplemental indenture Each Guarantor must consent to this Indentureany amendment or supplement hereunder.

Without Consent of Holders. Notwithstanding Section 9.02 hereofWithout the consent of the Holders of any Notes, the Company, the Co-Issuer, the Trustee and (as applicable) each Parent Guarantor (with respect to the Guarantee) and the Trustee Subsidiary Guarantor may amend or supplement this Indenture (including the Guarantee) or the Notes without Notes, for any of the consent of any Holderfollowing purposes: (1) to cure any ambiguity, manifest error, omission, mistake, defect or inconsistency;, (2) to provide for the assumption by a Successor Company of the obligations of the Company, the Co-Issuer or a Parent Guarantor or Subsidiary Guarantor under this Indenture, (3) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3) to comply with Section 5.01 hereof;, (4) to provide for the assumption of the Issuer’s or the Guarantor’s obligations add Guarantees with respect to the Holders by a Successor Person;Notes, to secure the Notes, to confirm and evidence the release, termination or discharge of any Guarantee or Lien with respect to or securing the Notes when such release, termination or discharge is provided for under this Indenture, (5) to make any change that would provide any additional rights or benefits add to the Holders or that does not materially adversely affect (as determined in good faith by covenants of the Issuer) the legal rights under this Indenture of any such Holder; (6) to add covenants Company for the benefit of the Holders or to surrender any right or power conferred upon the Issuer Company, (6) to provide for or confirm the Guarantor;issuance of Additional Notes, (7) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee hereunder pursuant to the requirements hereof; (8) to add a guarantor under this Indenture or to release a guarantor in accordance with the terms of this Indenture; (9) to conform the text of this Indenture, the Notes or any Parent Guarantee or the Notes Subsidiary Guarantee to any provision of the “Description of the Notes and the GuaranteeNotes” section of the Offering Memorandum Prospectus Supplement (to the extent that such provision in such the “Description of Notes” section was intended to be a verbatim recitation of a provision of this Indenture, the Notes or any Parent Guarantee or the NotesSubsidiary Guarantee, as provided to the Trustee in an Officer’s Certificate;), (10) 8) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, to facilitate the issuance and administration of the Notes; provided change that (a) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (b) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (11) to provide for any Holder under the issuance of Additional Notes in accordance with the terms of or this Indenture; , or (129) to secure the Notes and/or the related Guarantee. Upon the request comply with any requirement of the Issuer accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof (to the extent requested by the Trustee), the Trustee shall join with the Issuer and the Guarantor (solely with respect to the Guarantee) in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall have the right, but not be obligated to, enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, no Opinion of Counsel shall be required SEC in connection with the addition qualification of a guarantor under this Indenture upon execution and delivery by such guarantor and under the Trustee of a supplemental indenture to this IndentureTIA or otherwise.

Without Consent of Holders. Notwithstanding Section 9.02 hereofThe Issuers, the Issuer, the Guarantor (with respect to the Guarantee) Note Guarantors and the Trustee may amend or supplement this Indenture (including the Guarantee) or the Notes without the notice to or consent of any Holder: (1) to cure any ambiguity, omission, mistake, defect or inconsistency; (2) to provide for the assumption by a successor entity of the obligations of an Issuer or any Note Guarantor under this Indenture to comply with Article 5; (3) to provide for uncertificated Notes in addition to or in place of certificated Notes; Notes (3provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) to comply with of the Code, or in a manner such that the uncertificated Notes are described in Section 5.01 hereof163(f)(2)(B) of the Code); (4) to provide for the assumption of the Issuer’s or the Guarantor’s obligations add Guarantees with respect to the Holders by a Successor PersonNotes, including any Subsidiary Guarantees, or to secure the Notes; (5) to make any change that would provide any additional rights or benefits add to the Holders covenants of the Issuers or that does not materially adversely affect (as determined in good faith by the Issuer) the legal rights under this Indenture of any such Holder; (6) to add covenants Note Guarantor for the benefit of the Holders of the Notes or to surrender any right or power herein conferred upon the Issuer Issuers or any Note Guarantor; (6) to make any change that does not adversely affect the Guarantorrights of any Holder of the Notes; (7) to evidence and provide for comply with any requirement of the acceptance and appointment under SEC in connection with qualifying, or maintaining the qualification of, this Indenture of a successor Trustee hereunder pursuant to under the requirements hereofTIA; (8) to add a guarantor under this Indenture or to release a guarantor in accordance with the terms of this Indenture; (9) to conform the text of this Indenture, the Notes or any Note Guarantee or the Notes to any provision of contained in the Offering Memorandum under the heading “Description of Notes”; (9) to release a Note Guarantor from its obligations under its Note Guarantee or this Indenture in accordance with the Notes and the Guarantee” section of the Offering Memorandum to the extent that such provision in such section was intended to be a verbatim recitation of a provision applicable provisions of this Indenture, the Guarantee or the Notes, as provided to the Trustee in an Officer’s Certificate; (10) to provide for the issuance of Additional Notes in accordance with the applicable provisions of this Indenture; (11) to comply with the rules of any applicable securities depository; or (12) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, to facilitate the issuance and administration of the Notes; provided provided, however, that (a) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any other applicable securities law and (b) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (11) to provide for . After an amendment under this Section becomes effective, the issuance of Additional Notes in accordance with the terms of this Indenture; or (12) to secure the Notes and/or the related Guarantee. Upon the request of the Issuer accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof (Issuers shall mail to the extent requested by Noteholders a notice briefly describing such amendment. The failure to give such notice to all Noteholders, or any defect therein, shall not impair or affect the Trustee), the Trustee shall join with the Issuer and the Guarantor (solely with respect to the Guarantee) in the execution validity of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall have the right, but not be obligated to, enter into such amended or supplemental indenture that affects its own rights, duties or immunities an amendment under this Indenture or otherwise. Notwithstanding the foregoing, no Opinion of Counsel shall be required in connection with the addition of a guarantor under this Indenture upon execution and delivery by such guarantor and the Trustee of a supplemental indenture to this IndentureSection.

Without Consent of Holders. Notwithstanding Section 9.02 hereof, the Company, the Co-Issuer, the any Guarantor (with respect to the Guaranteea Guarantee to which it is a party) and the Trustee may amend or supplement this Indenture (including the Guarantee) and any Guarantee or the Notes without the consent of any Holder: (1) to cure any ambiguity, omission, mistake, defect or inconsistency; (2) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3) to comply with Section 5.01 hereof; (4) to provide for the assumption of the Issuer’s Issuers’ or the any Guarantor’s obligations to the Holders by a Successor PersonHolders; (5) to make any change that would provide any additional rights or benefits to the Holders or that does not materially adversely affect (as determined in good faith by the IssuerCompany) the legal rights under this Indenture of any such Holder; (6) to add covenants for the benefit of the Holders or to surrender any right or power conferred upon the Company or the Co-Issuer or the any Guarantor; (7) at the Company’s election, to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act, if applicable (it being agreed that this Indenture need not qualify under the Trust Indenture Act); (8) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee hereunder pursuant to the requirements hereof; (8) 9) to add a guarantor Guarantor or co-obligor under this Indenture or to release a guarantor Guarantor in accordance with the terms of this Indenture; (910) to conform the text of this Indenture, the Guarantee Guarantees or the Notes to any provision of the “Description of the Notes and the GuaranteeNotes” section of the Offering Memorandum to the extent that such provision in such “Description of Notes” section was intended to be a verbatim recitation of a provision of this Indenture, the Guarantee or the Notes, as provided to the Trustee in an Officer’s Certificate; (1011) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, to facilitate the issuance and administration of the Notes; provided that (a) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (b) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (1112) to provide for the issuance of Additional Notes in accordance with the terms of this Indenture; or (1213) to secure the Notes and/or the related GuaranteeGuarantees or to add collateral thereto. Upon the request of the Issuer Company accompanied by a resolution of its the Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof (to the extent requested by the Trustee), the Trustee shall join with the Issuer Company and the Guarantor (solely with respect to the Guarantee) Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall have the right, but not be obligated to, enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, no Opinion of Counsel shall be required in connection with the addition of a guarantor Guarantor under this Indenture upon execution and delivery by such guarantor Guarantor and the Trustee of a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto.

Without Consent of Holders. Notwithstanding Section 9.02 hereof10.02, the IssuerCompany, the Guarantor (with respect to the Guarantee) Trustee and the Trustee Collateral Agent may amend amend, supplement or supplement this waive any provision of the Indenture (including the Guarantee) or the Notes Documents without the consent of any HolderHolder to: (1a) to cure any ambiguity, omissiondefect, mistakemistake or inconsistency or to make a modification of a formal, defect minor or inconsistencytechnical nature or to correct a manifest error; (2b) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3c) to comply with Section 5.01 hereofArticle 6; (4d) to provide for the assumption of the IssuerCompany’s or the any Guarantor’s obligations to Holders in the Holders by case of a Successor Personmerger or consolidation or sale of all or substantially all of the Company’s or such Guarantor’s assets; (5e) add Guarantees with respect to the Notes or to secure the Notes; (f) add to the covenants of the Company or any Guarantor for the benefit of the holders of the Notes or surrender any right or power conferred upon the Company or any Guarantor; (g) make any change that would provide any additional rights or benefits to the Holders or that does not materially adversely affect (as determined in good faith by the Issuer) the legal rights under this the Indenture Documents of any such Holder; (6h) if it becomes necessary to add covenants for qualify this Indenture under the benefit TIA, comply with requirements of the Holders SEC in order to effect or to surrender any right or power conferred upon maintain the Issuer or qualification of this Indenture under the GuarantorTIA; (7i) to (i) enter into additional or supplemental Collateral Documents, (ii) release Collateral or Guarantors in accordance with the terms of this Indenture and the Collateral Documents or (iii) enter into any replacement intercreditor agreement substantially in the form of the Intercreditor Agreement entered into on the date of this Indenture; (j) evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee hereunder trustee pursuant to the requirements hereof; (8) to add a guarantor under this Indenture or to release a guarantor in accordance with the terms of this Indenture; (9k) to conform the text of this Indenture, the Guarantee or the Notes to any provision of the “Description of the Notes and the Guarantee” section of the Offering Memorandum to the extent that such provision in such section was intended to be a verbatim recitation of a provision of this Indenture, the Guarantee or the Notes, as provided to the Trustee in an Officer’s Certificate; (10) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, including to facilitate the issuance and administration of the NotesNotes or to comply with the rules of any applicable securities depository; provided provided, however, that (ai) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (bii) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (11l) conform the text of the Indenture Documents to any provision of the “Description of Notes” section of the Offering Memorandum to the extent that such provision of the “Description of Notes” was intended to be a verbatim recitation of a provision of the Indenture Documents, which intent shall be evidenced by an Officers’ Certificate of the Company to that effect; (m) provide for or confirm the issuance of Additional Notes in accordance with the terms of this Indenture; or (12n) subject the security interests in the Collateral in respect of Pari Passu Payment Lien Obligations to secure the Notes and/or the related Guarantee. Upon the request terms of the Issuer accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indentureCollateral Documents and Intercreditor Agreement, and upon receipt by the Trustee of the documents described in Section 7.02 hereof (to the extent requested by the Trustee)incurrence of such Pari Passu Indebtedness and the grant of all Liens on Collateral held for the benefit of such Pari Passu Indebtedness was permitted under this Indenture. After an amendment, supplement or waiver under this Section 10.01 becomes effective, the Trustee Company will mail to Holders a notice briefly describing such amendment, supplement or waiver. However, the failure to give such notice to all Holders, or any defect therein, shall join with not impair or affect the Issuer and validity of the Guarantor (solely with respect to the Guarantee) in the execution of any amended amendment, supplement or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall have the right, but not be obligated to, enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, no Opinion of Counsel shall be required in connection with the addition of a guarantor under this Indenture upon execution and delivery by such guarantor and the Trustee of a supplemental indenture to this Indenturewaiver.

Without Consent of Holders. Notwithstanding Section 9.02 hereof, the The Issuer, the Guarantor (with respect to the Guarantee) Subsidiary Guarantors and the Trustee may amend or supplement this Indenture (including Indenture, the Guarantee) Securities and the Guarantees without notice to or the Notes without the consent of any HolderSecurityholder: (1) to cure any ambiguity, omission, mistakedefect, defect mistake or inconsistency; (2) to provide for the assumption by a successor corporation, partnership, trust or limited liability company of the obligations of the Issuer or any Subsidiary Guarantor under this Indenture and the Securities; (3) to provide for or facilitate the issuance of uncertificated Notes Securities in addition to or in place of certificated Notes; (3Securities; provided, however, that the uncertificated Securities are issued in registered form for purposes of Section 163(f) to comply with Section 5.01 hereofof the Code; (4) to provide for the assumption of the Issuer’s or the Guarantor’s obligations add Subsidiary Guarantors with respect to the Holders by Securities, or release a Successor PersonSubsidiary Guarantor from its Guarantee and terminate such Guarantee; provided that the release and termination is in accordance with the applicable provisions of this Indenture; (5) to make any change that would provide any additional rights secure the Securities or benefits to the Holders or that does not materially adversely affect (as determined in good faith by the Issuer) the legal rights under this Indenture of any such HolderGuarantees; (6) to add covenants of the Issuer or a Subsidiary Guarantor for the benefit of of, or to make changes that would provide additional rights to, the Holders or to surrender any right or power herein conferred upon the Issuer or the a Subsidiary Guarantor; (7) to make any change that does not adversely affect the legal rights under this Indenture of any Securityholder, provided, however, that any change made to conform this Indenture to the “Description of Notes” contained in the Offering Memorandum shall not be deemed to adversely affect such legal rights; (8) to comply with any requirement of the SEC in connection with any required qualification of this Indenture under the TIA; (9) to evidence and provide for the acceptance and of an appointment under this Indenture of a successor Trustee hereunder pursuant to the requirements hereof; (8) to add a guarantor under this Indenture or to release a guarantor in accordance with the terms of this Indenture; (9) to conform the text of this Indenture, the Guarantee or the Notes to any provision of the “Description of the Notes and the Guarantee” section of the Offering Memorandum to the extent that such provision in such section was intended to be a verbatim recitation of a provision of this Indenture, the Guarantee or the Notes, as provided to the Trustee in an Officer’s Certificate; (10) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, to facilitate the issuance and administration of the NotesTrustee; provided that (a) compliance with this Indenture the successor Trustee is otherwise qualified and eligible to act as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (b) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (11) to provide for the issuance of Additional Notes in accordance with under the terms of this Indenture; or (1210) to secure provide for the Notes and/or the related Guarantee. Upon the request issuance of the Issuer accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described Additional Securities in Section 7.02 hereof (to the extent requested by the Trustee), the Trustee shall join accordance with the Issuer and the Guarantor (solely with respect to the Guarantee) limitations set forth in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall have the right, but not be obligated to, enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, no Opinion of Counsel shall be required in connection with the addition of a guarantor under this Indenture upon execution and delivery by such guarantor and the Trustee of a supplemental indenture to this Indenture.

Without Consent of Holders. Notwithstanding Section 9.02 hereofof this Indenture, the Issuer, the Guarantor (with respect to the Guarantee) and the Trustee may amend or supplement this Indenture (including the Guarantee) or the Notes without the consent of any Holder, the Company, the Guarantors and the Trustee may amend the Indenture or the Notes: (1) to cure any ambiguity, omission, mistake, defect or inconsistency; (2) to provide for uncertificated Notes in addition to or in place of certificated Definitive Notes; (3) to comply with Section 5.01 hereof; (4) to provide for the assumption of the Issuer’s or the Guarantor’s Company's obligations to the Holders by in the case of a Successor Personmerger or consolidation or sale of all or substantially all of the Company's properties or assets; (54) to make any change that would provide any additional rights or benefits to the Holders or that does not materially adversely affect (as determined in good faith by the Issuer) the legal rights under this the Indenture of any such Holder; (5) to secure the Notes pursuant to the requirements of Section 4.12; (6) to add covenants for the benefit of the Holders any additional Guarantor or to surrender release any right or power conferred upon Guarantor from its Subsidiary Guarantee, in each case as provided in the Issuer or the GuarantorIndenture; (7) to evidence and provide for comply with requirements of the acceptance and appointment Commission in order to effect or maintain the qualification of the Indenture under this Indenture of a successor Trustee hereunder pursuant to the requirements hereofTIA; (8) to add a guarantor under this Indenture or to release a guarantor in accordance with the terms of this Indenture; (9) to conform the text of this the Indenture, the Guarantee Notes or the Notes Subsidiary Guarantees to any provision of the “Description of the Notes and the GuaranteeNotes” section of the Company's Offering Memorandum Memorandum, to the extent that such provision in such section “Description of the Notes” was intended to be a substantially verbatim recitation of a provision of this the Indenture, the Guarantee Notes or the NotesSubsidiary Guarantees, as provided to the Trustee in which intent may be evidenced by an Officer’s Certificate's Certificate to that effect; (10) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, to facilitate the issuance and administration of the Notes; provided that (a) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (b) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (119) to provide for the issuance of Additional Notes in accordance with the terms of this limitations set forth in the Indenture; or (1210) to secure evidence or provide for the Notes and/or acceptance of appointment under the related GuaranteeIndenture of a successor Trustee. Upon the written request of the Issuer accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indentureCompany, and upon receipt by the Trustee of the documents described in Section 7.02 hereof (to the extent requested by the Trustee)9.06 hereof, the Trustee shall join with the Issuer Company and the Guarantor (solely with respect to the Guarantee) Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall have the right, but not be obligated to, to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, no Opinion of Counsel shall be required in connection with the addition of a guarantor under this Indenture upon execution and delivery by such guarantor and the Trustee of a supplemental indenture to this Indenture.

Without Consent of Holders. Notwithstanding Section 9.02 9.2 hereof, this Indenture, the Notes and Guarantees may be amended or supplemented by the Issuer, the any Guarantor (with respect to the Guaranteethis Indenture or a Guarantee to which it is a party) and the Trustee may amend without notice to or supplement this Indenture (including the Guarantee) or the Notes without the consent of any Holder: (1i) to cure any ambiguity, omission, mistake, defect or inconsistencyinconsistency identified in an Officer’s Certificate delivered to the Trustee by or on behalf of the Issuer; (2ii) to conform the text of this Indenture (including any supplemental indenture or other instrument pursuant to which Additional Notes are issued), the Guarantees or the Notes to the “Description of Notes” in the Offering Memorandum or, with respect to any Additional Notes and any supplemental indenture or other instrument pursuant to which such Additional Notes are issued, to the “Description of Notes” relating to the issuance of such Additional Notes, solely to the extent that such “Description of Notes” provides for terms of such Additional Notes that differ from the terms of the Initial Notes, as contemplated by Section 2.2; (iii) to comply with Section 4.1; (iv) to provide for the assumption by a successor Person of the obligations of the Issuer or any Guarantor under this Indenture and the Notes or Guarantee, as the case may be; (v) to provide for uncertificated Notes in addition to or in place of certificated Notes; provided, however, that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code; (3vi) (A) to comply add or release Guarantees in accordance with Section 5.01 hereofthe terms of this Indenture with respect to the Notes or (B) to add co-issuers of the Notes to the extent it does not result in adverse tax consequences to the Holders; (4vii) to provide for secure the assumption of the Issuer’s or the Guarantor’s obligations to the Holders by a Successor PersonNotes; (5) to make any change that would provide any additional rights or benefits to the Holders or that does not materially adversely affect (as determined in good faith by the Issuer) the legal rights under this Indenture of any such Holder; (6viii) to add to the covenants of the Issuer for the benefit of the Holders or to surrender any right or power herein conferred upon the Issuer or the any Guarantor; (7ix) to evidence and provide for make any change that does not adversely affect the acceptance and appointment under this Indenture rights of a successor Trustee hereunder pursuant any Holder in any material respect upon delivery to the requirements hereofTrustee of an Officer’s Certificate by or on behalf of the Issuer certifying the absence of such adverse effect; (8) x) to add a guarantor under comply with any requirement of the SEC in connection with the qualification of this Indenture or to release a guarantor in accordance with under the terms of this IndentureTIA; (9) to conform the text of this Indenture, the Guarantee or the Notes to any provision of the “Description of the Notes and the Guarantee” section of the Offering Memorandum to the extent that such provision in such section was intended to be a verbatim recitation of a provision of this Indenture, the Guarantee or the Notes, as provided to the Trustee in an Officer’s Certificate; (10xi) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation, to facilitate the issuance and administration of the Notes; provided provided, however, that (ai) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (bii) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (11xii) to evidence and provide for the issuance acceptance of Additional Notes in accordance with appointment by a successor Trustee, provided that the successor Trustee is otherwise qualified and eligible to act as such under the terms of this Indenture; or (12xiii) to secure provide for or confirm the Notes and/or the related Guarantee. Upon the request issuance of the Issuer accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof (to the extent requested by the Trustee), the Trustee shall join with the Issuer and the Guarantor (solely with respect to the Guarantee) in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall have the right, but not be obligated to, enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, no Opinion of Counsel shall be required in connection with the addition of a guarantor under this Indenture upon execution and delivery by such guarantor and the Trustee of a supplemental indenture to this IndentureAdditional Notes.

Without Consent of Holders. Notwithstanding Section 9.02 hereofThe Issuers, the Issuer, the Guarantor (with respect to the Guarantee) any Guarantors and the Trustee Trustee, as applicable, may amend or supplement this Indenture (including Indenture, the Guarantee) or Notes, and any Guarantee with respect to the Notes without the consent of any Holder: (1a) to cure any ambiguity, omission, mistake, defect or inconsistency; (2b) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3) to comply with Section 5.01 hereof; (4c) to provide for the assumption of the Issuer’s an Issuers' or the Guarantor’s Parent's obligations to Holders of the Holders by Notes under this Indenture or any Guarantor's obligations under its Guarantee of the Notes in the case of a Successor Personmerger, consolidation or sale of assets involving such Issuer, the Parent or such Guarantor, as applicable, pursuant to Article 5 or Article 10 hereof; (5d) to make any change that would provide any additional rights or benefits to the Holders of the Notes (including providing for Guarantees of the Notes and any supplemental indenture required pursuant to Section 4.15 hereof) or that does not materially adversely affect (as determined in good faith by the Issuer) the legal rights under this Indenture of any such Holder; (6e) to add covenants for the benefit comply with requirements of the Holders SEC in order to effect or to surrender any right or power conferred upon maintain the Issuer or qualification of this Indenture under the Guarantor;TIA; and (7f) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee hereunder pursuant to the requirements hereof; (8) to add a guarantor under this Indenture or to release a guarantor Guarantor in accordance with the terms of this Indenture; (9) to conform the text of this Indenture, the Guarantee or the Notes to any provision of the “Description of the Notes and the Guarantee” section of the Offering Memorandum to the extent that such provision in such section was intended to be a verbatim recitation of a provision of this Indenture, the Guarantee or the Notes, as provided to the Trustee in an Officer’s Certificate; (10) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, to facilitate the issuance and administration of the Notes; provided that (a) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (b) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (11) to provide for the issuance of Additional Notes in accordance with the terms of this Indenture; or (12) to secure the Notes and/or the related GuaranteeSection 10.4 hereof. Upon the request of the Issuer Issuers, the Parent and any Guarantor, accompanied by a resolution of its the Board of Directors of such Issuer, the Parent or such Guarantor, as applicable, authorizing the execution of any such amended or supplemental indenture, indenture and upon receipt by the Trustee of the documents described in Section 7.02 hereof (to the extent requested by the Trustee)9.6 hereof, the Trustee shall join with the Issuer Issuers, the Parent and the Guarantor (solely with respect to the Guarantee) any such Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that which may be therein contained, but the Trustee shall have the right, but not be obligated to, to enter into such amended or supplemental indenture that which adversely affects its own rights, duties or immunities under this Indenture Indenture, or otherwise. Notwithstanding the foregoing, no Opinion of Counsel shall be required in connection with the addition of a guarantor under this Indenture upon execution and delivery by such guarantor and the Trustee of a supplemental indenture to this Indenture.

Without Consent of Holders. Notwithstanding Section 9.02 hereof9.2 of this Indenture, without the consent of any Holders, the Issuer, the Guarantor (with respect to the Guarantee) Guarantors and the Trustee Trustee, at any time and from time to time, may amend or supplement this Indenture (including the Guarantee) or Indenture, the Notes without and the consent Note Guarantees for any of any Holderthe following purposes: (1) to cure evidence the succession of a Person to the Issuer and the assumption by any ambiguitysuch successor of the covenants of the Issuer in this Indenture and the Notes and, omissionif applicable, mistake, defect or inconsistencythe Note Guarantee; (2) to add to or modify the covenants, in each case, for the benefit of the Holders, or to surrender any right or power herein conferred upon the Issuer or a Restricted Subsidiary of the Issuer; (3) to add additional Defaults or Events of Default; (4) to provide for uncertificated Notes in addition to or in place of the certificated Notes; (35) to comply with Section 5.01 hereofevidence and provide for the acceptance of appointment under this Indenture by a successor or replacement Trustee; (46) to provide for or confirm the assumption issuance of Additional Notes in accordance with the Issuer’s or the Guarantor’s obligations to the Holders by a Successor Personterms of this Indenture; (57) to add a Guarantor (including a parent guarantor) or release a parent guarantor; (8) to cure any ambiguity, defect, omission, mistake or inconsistency; (9) to make any change that would provide any additional rights or benefits to the Holders or that does not materially adversely affect (as determined in good faith by the Issuer) the legal rights under this Indenture of any such Holder; (6) to add covenants for the benefit of the Holders or to surrender any right or power conferred upon the Issuer or the Guarantor; (7) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee hereunder pursuant to the requirements hereof; (8) to add a guarantor under this Indenture or to release a guarantor in accordance with the terms of this Indenture; (910) to conform the text of this Indenture, the Guarantee Notes or the Notes Note Guarantee to any provision of under the heading “Description of the Notes and the Guaranteenotes” section of in the Offering Memorandum to the extent that the Trustee has received an Officers’ Certificate stating that such text constitutes an unintended conflict with, or is inconsistent with, the description of the corresponding provision in such section was intended to be a verbatim recitation the “Description of a provision of this Indenture, the Guarantee or the Notes, as provided to the Trustee in an Officer’s Certificatenotes”; (1011) to make any amendment effect or maintain the qualification of this Indenture under the Trust Indenture Act; or (12) to amend the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation, to facilitate the issuance and administration of the Notes; provided that (ai) compliance with this Indenture as so amended would not result in Notes notes being transferred in violation of the Securities Act or any applicable securities law and (bii) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (11) . Subject to provide for the issuance of Additional Notes in accordance with the terms of this Indenture; or (12) to secure the Notes and/or the related Guarantee. Upon Section 9.2, upon the request of the Issuer accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indentureIssuer, and upon receipt by the Trustee of the documents described in Section 7.02 hereof (to the extent requested by the Trustee)12.2, the Trustee shall join with the Issuer and the Guarantor (solely with respect to the Guarantee) Guarantors in the execution of any such amended or supplemental indenture authorized unless such amended or permitted by supplemental indenture directly affects the terms of Trustee’s own rights, duties, liabilities or immunities under this Indenture and to make any further appropriate agreements and stipulations that or otherwise, in which case the Trustee may be therein containedin its discretion, but the Trustee shall have the right, but not be obligated to, enter into such amended or supplemental indenture that affects its own rights, duties indenture. After an amendment or immunities supplement under this Indenture Section 9.1 becomes effective, the Issuer shall mail to Holders a notice briefly describing such amendment or otherwisesupplement. Notwithstanding The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the foregoing, no Opinion validity of Counsel shall be required in connection with the addition of a guarantor an amendment or supplement under this Indenture upon execution and delivery by such guarantor and the Trustee of a supplemental indenture to this IndentureSection 9.1.

Without Consent of Holders. Notwithstanding Section 9.02 hereof, the Issuer, the Guarantor (with respect to the Guarantee) The Issuer and the Trustee may amend amend, waive or supplement this Indenture (including Indenture, the Guarantee) Note Guarantees or the Notes without the consent of any Holder: (1i) to cure any ambiguityprovide for the assumption of the Issuer’s obligations to the Holders pursuant to Section 5.01 (including in respect of the assumption of WRECO’s obligations as Issuer of the Notes by TPH pursuant to the Issuer Supplemental Indenture and the guarantee of the Notes by WRECO pursuant to a supplemental indenture, omissionin each case, mistake, defect or inconsistencyafter the consummation of the Combination); (2ii) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3iii) to comply with Section 5.01 hereofcure any ambiguity, omission, mistake, defect or inconsistency; (4iv) to provide for the assumption add Guarantors pursuant to Section 4.08 or release any Guarantor from any of the Issuer’s its obligations under its Notes Guarantee or the Guarantor’s obligations this Indenture (to the Holders extent permitted by a Successor Personthis Indenture); (5) to make any change that would provide any additional rights or benefits to the Holders or that does not materially adversely affect (as determined in good faith by the Issuer) the legal rights under this Indenture of any such Holder; (6) to add covenants for the benefit of the Holders or to surrender any right or power conferred upon the Issuer or the Guarantor; (7) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee hereunder pursuant to the requirements hereof; (8) to add a guarantor under this Indenture or to release a guarantor in accordance with the terms of this Indenture; (9v) to conform the text of this Indenture, the Guarantee Note Guarantees or the Notes to any provision of the “Description of the Notes and the GuaranteeNotes” section of the Offering Memorandum to the extent that such provision in such section was intended to be a verbatim recitation of a provision of this Indenture, the Guarantee or the Notes, as provided to the Trustee in an Officer’s CertificateMemorandum; (10) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, to facilitate the issuance and administration of the Notes; provided that (a) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (b) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (11vi) to provide for the issuance of Additional Notes in compliance and in accordance with the terms limitations set forth in this Indenture; (vii) to comply with the rules of The Depository Trust Company or any applicable securities depository; (viii) to maintain the qualification of this IndentureIndenture under the TIA; or (12ix) to secure make any other change that does not materially adversely affect the Notes and/or rights of any Holder hereunder as determined in good faith by the related Guarantee. Upon the request of the Issuer accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Directors. The Trustee of the documents described in Section 7.02 hereof (is hereby authorized to the extent requested by the Trustee), the Trustee shall join with the Issuer and the Guarantor (solely with respect to the Guarantee) Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that which may be therein contained, but the Trustee shall have the right, but not be obligated to, to enter into any such amended or supplemental indenture that which adversely affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, no Opinion of Counsel shall be required in connection with the addition of a guarantor under this Indenture upon execution and delivery by such guarantor and the Trustee of a supplemental indenture to this Indenture.

Without Consent of Holders. (a) Notwithstanding Section 9.02 hereofof this Indenture, but subject to the terms of the Intercreditor Deed, the Parent, the Intermediate Guarantors, the Issuer, the Guarantor (with respect to the Guarantee) Subsidiary Guarantors and the Trustee may amend or supplement this Indenture (including the Guarantee) or Indenture, the Notes and the Note Guarantees without the consent of any HolderHolder to: (1) to cure any ambiguity, omission, mistake, defect or inconsistency; provided that such amendment does not, in the opinion of the Trustee, adversely affect the rights of any Holder in any material respect; (2) to provide for the assumption by a successor corporation in accordance with this Indenture of the obligations of the Issuer under this Indenture and the Notes; (3) provide for uncertificated Notes in addition to or in place of certificated Notes; Notes (3provided, however, that the uncertificated Notes are issued in registered form for purposes of Section 163(f) to comply with of the Code, or in a manner such that the uncertificated Notes are described in Section 5.01 hereof163(f)(2)(B) of the Code); (4) to provide for the assumption of the Issuer’s or the Guarantor’s obligations add additional Guarantees with respect to the Holders Notes or release Subsidiary Guarantors from Subsidiary Guarantees as provided by a Successor Personthe terms of this Indenture; (5) to make any change that would provide any additional rights or benefits add to the Holders or that does not materially adversely affect (as determined in good faith by covenants of the Issuer) the legal rights under this Indenture of any such Holder; (6) to add covenants Issuer for the benefit of the Holders or to surrender any right or power conferred upon the Issuer Company, any Restricted Subsidiary or the Guarantorany of their Subsidiaries; (76) to evidence and provide for make any change that does not materially adversely affect the acceptance and appointment under this Indenture rights of a successor Trustee hereunder pursuant any Holder in any respect, subject to the requirements hereof; (8) to add a guarantor under this Indenture or to release a guarantor in accordance with the terms provisions of this Indenture; (97) to conform the text of this Indenture, the Guarantee or the Notes to any provision of the “Description of the Notes and the Guarantee” section of the Offering Memorandum to the extent that such provision in such section was intended to be a verbatim recitation of a provision of this Indenture, the Guarantee or the Notes, as provided to the Trustee in an Officer’s Certificate; (10) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, to facilitate the issuance and administration of the Notes; provided that (a) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (b) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (11) to provide for the issuance of Additional Notes Notes; (8) mortgage, pledge, hypothecate or grant a security interest in accordance any Property for the benefit of any Person; provided, however, that the granting of such security interest is not prohibited by this Indenture and Section 4.12 is complied with; (9) comply with any requirement of the SEC in connection with the terms qualification of this IndentureIndenture under the TIA; orand (1210) provide for a reduction in the minimum denominations of the Notes. (b) An amendment under this Section 9.01 may not make any change to secure the subordination provisions of this Indenture that materially and adversely affects the rights under Article 12 hereof or under the Intercreditor Deed of any holder of Senior Indebtedness of the Senior Subordinated Subsidiary Guarantor then outstanding unless the holders of such Senior Indebtedness (or any group or Representative thereof authorized to give a consent) consent to such change. (c) After an amendment becomes effective, the Issuer is required to mail to Holders a notice briefly describing such amendment. However, the failure to give such notice to all Holders, or any defect therein, will not impair or affect the validity of the amendment. In addition, for so long as the Notes and/or are listed on the related Guarantee. Luxembourg Stock Exchange and the rules of such exchange so require, the Issuer will inform such exchange of any amendment, supplement or waiver and will publish notice of such amendment, supplement or waiver in Luxembourg in a daily newspaper with general circulation in Luxembourg (which is expected to be the Luxemburger Wort) or on the website of the Luxembourg Stock Exchange (xxx.xxxxxx.xx). (d) Upon the request of the Issuer accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indentureIssuer, and upon receipt by the Trustee of the documents described in Section 7.02 hereof (to the extent requested by the Trustee)hereof, the Trustee shall will join with the Issuer and the Guarantor (solely with respect to the Guarantee) in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall have the right, but will not be obligated to, to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, no Opinion of Counsel shall be required in connection with the addition of a guarantor under this Indenture upon execution and delivery by such guarantor and the Trustee of a supplemental indenture to this Indenture.

Without Consent of Holders. (a) Notwithstanding Section 9.02 hereof, the Issuer, the any Guarantor (with respect to the Guaranteea Guarantee or this Indenture to which it is a party) and the Trustee may amend or supplement this Indenture (including the Guarantee) Indenture, any Guarantee or the Notes without the consent of any Holder: (1i) to cure any ambiguity, omission, mistake, defect or inconsistency; (2ii) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3iii) to comply with Section 5.01 hereof; (4iv) to provide for the assumption of the Issuer’s or the any Guarantor’s obligations to the Holders by a Successor PersonHolders; (5v) to make any change that would provide any additional rights or benefits to the Holders or that does not materially adversely affect (as determined in good faith by the Issuer) the legal rights under this Indenture of any such Holder; (6vi) to add covenants for the benefit of the Holders or to surrender any right or power conferred upon the Issuer or the any Guarantor; (7vii) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act, if applicable (it being agreed that this Indenture need not qualify under the Trust Indenture Act); (viii) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee hereunder pursuant to the requirements hereof; (8) ix) to add a guarantor Guarantor or co-obligor under this Indenture or to release a guarantor Guarantor in accordance with the terms of this Indenture; (9x) to conform the text of this Indenture, the Guarantee Guarantees or the Notes to any provision of the “Description of the Notes and the GuaranteeNotes” section of the Offering Memorandum to the extent that such provision in such “Description of Notes” section was intended to be a verbatim recitation of a provision of this Indenture, the Guarantee or the Notes, Notes as provided to the Trustee in an Officer’s Certificate; (10xi) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, to facilitate the issuance and administration of the Notes; provided that provided, (aA) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (bB) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (11xii) to provide for the issuance of Additional Notes in accordance with the terms of this Indenture; or; (12xiii) [Reserved]; (xiv) [Reserved]; (xv) to secure the Notes and/or the related Guarantee. Guarantees; or (xvi) to add provisions to this Indenture and a new form of Note to permit the issuance by the Issuer or a Subsidiary thereof of escrow notes under this Indenture, which may have different terms than other Notes issued under this Indenture so long as the proceeds of such notes remain in escrow (including, but not limited to, collateral provisions, different or no guarantees and special mandatory redemption provisions). (b) [Reserved]. (c) [Reserved]. (d) Upon the request of the Issuer accompanied by a resolution of its the Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof (to the extent requested by the Trustee), the Trustee shall join with the Issuer and the Guarantor (solely with respect to the Guarantee) Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall have the right, but not be obligated to, enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, no neither an Opinion of Counsel nor an Officer’s Certificate shall be required in connection with the addition of a guarantor Guarantor under this Indenture upon execution and delivery by such guarantor Guarantor and the Trustee of a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, provided that the execution thereof shall be deemed a representation by such Guarantor(s) that all conditions precedent and covenants, if any, relating to the execution of such supplemental indenture have been satisfied and the supplemental indenture is enforceable in accordance with its terms subject to (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and similar laws affecting the rights and remedies of creditors generally and (ii) general principles of equity.

Without Consent of Holders. Notwithstanding Section 9.02 hereof, the Issuer, the Guarantor (with respect to the Guarantee) The Company and the Trustee may amend or supplement this Indenture (including the Guarantee) or the Notes Securities without the notice to or consent of any HolderHolder of a Security for any of the following purposes: (1a) add to the covenants of the Company for the benefit of the Holders of Securities; (b) surrender any right or power herein conferred upon the Company; (c) make provision with respect to the conversion rights of Holders of Securities pursuant to Section 4.11 hereof; (d) provide for the assumption of the Company’s obligations to the Holders of Securities in the case of a merger, consolidation, conveyance, transfer or lease pursuant to Article 7 hereof; (e) increase the Conversion Rate; provided, however, that such increase in the Conversion Rate shall not adversely affect the interest of the Holders of Securities (after taking into account tax and other consequences of such increase) in any material respect; (f) comply with the requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; (g) cure any ambiguity, omissioncorrect or supplement any provision herein which may be inconsistent with any other provision herein or which is otherwise defective; provided, mistakehowever, defect that such action pursuant to this clause (g) does not, in the good faith opinion of the Board of Directors and the Trustee, adversely affect the interests of the Holders of Securities in any material respect; and provided, further, that no modification or inconsistencyamendment made to conform this Indenture or the Securities to the section of the Final Prospectus entitled “Description of the Notes” shall be deemed to adversely affect the interests of the Holders of the Securities; (2h) add or modify any other provisions with respect to matters or questions arising under this Indenture which the Company and the Trustee may deem necessary or desirable and which shall not be inconsistent with the provisions of this Indenture, provided, however; that such action pursuant to this clause (h) does not adversely affect the interests of the Holders of Securities in any material respect; (i) to comply with Article 7; (j) to provide for uncertificated Notes Securities in addition to or in place of certificated NotesCertificated Securities; (3) to comply with Section 5.01 hereof; (4k) to provide for the assumption issuance of and establish the Issuer’s or the Guarantor’s obligations to the Holders by a Successor Personform and terms and conditions of additional series of Securities; (5) to make any change that would provide any additional rights or benefits to the Holders or that does not materially adversely affect (as determined in good faith by the Issuer) the legal rights under this Indenture of any such Holder; (6) to add covenants for the benefit of the Holders or to surrender any right or power conferred upon the Issuer or the Guarantor; (7l) to evidence and provide for the acceptance and of appointment under this Indenture of hereunder by a successor Trustee hereunder pursuant with respect to the requirements hereof; (8) Securities and to add a guarantor under this Indenture to or to release a guarantor in accordance with the terms change any of this Indenture; (9) to conform the text of this Indenture, the Guarantee or the Notes to any provision of the “Description of the Notes and the Guarantee” section of the Offering Memorandum to the extent that such provision in such section was intended to be a verbatim recitation of a provision of this Indenture, the Guarantee or the Notes, as provided to the Trustee in an Officer’s Certificate; (10) to make any amendment to the provisions of this Indenture relating as shall be necessary to the transfer and legending of Notes as permitted by this Indenture, including, to provide for or facilitate the issuance and administration of the Notestrusts hereunder by more than one Trustee; provided that (a) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (b) such amendment does not materially and adversely affect the rights of Holders to transfer Notes;or (11m) to provide for the issuance of Additional Notes in accordance with the terms of this Indenture; or (12) to secure the Notes and/or the related Guarantee. Upon the request of the Issuer accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof (to the extent requested by the Trustee), the Trustee shall join with the Issuer and the Guarantor (solely with respect to the Guarantee) in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall have the right, but not be obligated to, enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, no Opinion of Counsel shall be required in connection with the addition of a guarantor under this Indenture upon execution and delivery guaranty of the notes by such guarantor and the Trustee of a supplemental indenture to this Indentureany other entity.

Without Consent of Holders. Notwithstanding Section 9.02 hereof, the Issuer, the Guarantor (with respect to the Guarantee) The Company and the Trustee may amend or supplement this Indenture (including the Guarantee) or the Notes without the notice to or consent of any HolderNoteholder: (1a) to cure any ambiguity, omission, mistake, defect or inconsistency; (2b) to comply with Article 5; (c) 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; (3d) to comply add Guarantees with Section 5.01 hereofrespect to the Notes or release Guarantors from their Note Guaranties as provided by the terms of this Indenture or the Note Guaranties; (4e) to secure the Notes or the Note Guarantees (and, thereafter, provide for releases of collateral in accordance with the assumption security documents entered into in connection therewith), to add to the covenants of the Issuer’s or the Guarantor’s obligations to the Holders by a Successor Person; (5) to make any change that would provide any additional rights or benefits to the Holders or that does not materially adversely affect (as determined in good faith by the Issuer) the legal rights under this Indenture of any such Holder; (6) to add covenants Company for the benefit of the Holders or to surrender any right or power herein conferred upon the Issuer or the GuarantorCompany; (7) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee hereunder pursuant to the requirements hereof; (8) to add a guarantor under this Indenture or to release a guarantor in accordance with the terms of this Indenture; (9) to conform the text of this Indenture, the Guarantee or the Notes to any provision of the “Description of the Notes and the Guarantee” section of the Offering Memorandum to the extent that such provision in such section was intended to be a verbatim recitation of a provision of this Indenture, the Guarantee or the Notes, as provided to the Trustee in an Officer’s Certificate; (10f) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, to facilitate the issuance and administration of the Notes; provided change that (a) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (b) such amendment does not materially and adversely affect the rights of Holders to transfer Notesany Noteholder; (11g) to comply with any requirements of the SEC in connection with qualifying, or maintaining the qualification of, this Indenture under the TIA; (h) to provide for the issuance of Additional additional Notes in accordance with the terms of this Indenture; or; (12i) to secure the Notes and/or the related Guarantee. Upon the request of the Issuer accompanied by a resolution of its Board of Directors authorizing the execution of conform any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof (to the extent requested by the Trustee), the Trustee shall join with the Issuer and the Guarantor (solely with respect to the Guarantee) in the execution of any amended or supplemental indenture authorized or permitted by the terms provision of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall have “Description of Notes” contained in the right, but not be obligated to, enter into such amended Offering Memorandum; (j) to evidence or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding provide for the foregoing, no Opinion acceptance of Counsel shall be required in connection with appointment hereunder of a successor Trustee; (k) to provide for the addition of a guarantor corporate co-issuer in accordance with Article 5 hereunder; (l) to add covenants or Events of Default for the benefit of the Noteholder or surrender any right or power conferred upon the Company or any Guarantor. After an amendment under this Indenture upon execution and delivery by Section becomes effective, the Company shall mail to Noteholders a notice briefly describing such guarantor and amendment. The failure to give such notice to all Noteholders, or any defect therein, shall not impair or affect the Trustee validity of a supplemental indenture to an amendment under this IndentureSection.

Without Consent of Holders. Notwithstanding Section 9.02 hereofThe Company, the Issuer, the Guarantor (with respect to the Guarantee) any Guarantors and the Trustee Trustee, together, may amend or supplement this Indenture (including Indenture, the Guarantee) Securities or the Notes any Guarantee without the notice to or consent of any HolderSecurityholder: (1i) to cure any ambiguity, omission, mistake, defect or inconsistency, so long as such change does not, in the good faith determination of the Board of Directors of the Company, adversely affect the rights of any of the Holders in any material respect. In formulating its determination on such matters, the Board of Directors of the Company will be entitled to rely on such evidence as it deems appropriate; (2ii) to evidence the succession in accordance with Article Five of another Person to the Company and the assumption by any such successor of the covenants of the Company herein and in the Securities; (iii) to provide for uncertificated Notes Securities in addition to or in place of certificated NotesSecurities; (3) to comply with Section 5.01 hereof; (4) to provide for the assumption of the Issuer’s or the Guarantor’s obligations to the Holders by a Successor Person; (5iv) to make any other change that would provide any additional rights or benefits to does not, in the Holders or that does not materially adversely affect (as determined in good faith by the Issuer) the legal rights under this Indenture of any such Holder; (6) to add covenants for the benefit determination of the Holders or to surrender any right or power conferred upon the Issuer or the Guarantor; (7) to evidence and provide for the acceptance and appointment under this Indenture Board of a successor Trustee hereunder pursuant to the requirements hereof; (8) to add a guarantor under this Indenture or to release a guarantor in accordance with the terms of this Indenture; (9) to conform the text of this Indenture, the Guarantee or the Notes to any provision Directors of the “Description of the Notes and the Guarantee” section of the Offering Memorandum to the extent that such provision in such section was intended to be a verbatim recitation of a provision of this IndentureCompany, the Guarantee or the Notes, as provided to the Trustee in an Officer’s Certificate; (10) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, to facilitate the issuance and administration of the Notes; provided that (a) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (b) such amendment does not materially and adversely affect the rights of Holders to transfer Notesany Securityholders hereunder in any material respect; (11v) to provide for comply with any requirements of the issuance Commission in connection with the qualification of Additional Notes in accordance with this Indenture under the TIA; (vi) subject to Section 9.02, to add or release any Guarantor pursuant to the terms of this Indenture; or (12vii) to secure the Notes and/or the related Guarantee. Upon the request provide for issuance of the Issuer accompanied by a resolution of its Board of Directors authorizing Exchange Notes, which will have terms substantially identical in all material respects to the execution of any such amended Initial Notes (except that the transfer restrictions contained in the Initial Notes will be modified or supplemental indentureeliminated, as appropriate), and upon receipt by the Trustee which will be treated together with any outstanding Initial Notes, as a single issue of the documents described in Section 7.02 hereof securities; provided that for purposes of this clause (to the extent requested by the Trusteevii), the Trustee terms Initial Notes and Exchange Notes, shall join include any other Securities issued in accordance with clause (iii) of the Issuer and fourth paragraph of Section 2.02 or Securities issued in exchange therefor which are identical in all material respects to such Securities (except that the Guarantor transfer restrictions on the Securities issued in exchange for Securities issued in accordance with clause (solely with respect iii) of the fourth paragraph of Section 2.02 shall be modified or eliminated, as appropriate); provided that the Company has delivered to the Guarantee) in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall have the right, but not be obligated to, enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, no an Opinion of Counsel shall be required in connection and an Officers’ Certificate, each stating that such amendment or supplement complies with the addition provisions of a guarantor under this Indenture upon execution and delivery by such guarantor and the Trustee of a supplemental indenture to this IndentureSection 9.01.

Without Consent of Holders. Notwithstanding Section 9.02 hereofThe Company, the Issuer, the Guarantor (with respect to the Guarantee) Guarantors and the Trustee may amend or supplement this Indenture (including the Guarantee) or the Notes Securities without the notice to or consent of any HolderSecurityholder: (1) to cure any ambiguity, omission, mistake, defect or inconsistency; (2) to comply with Article 5; (3) to provide for uncertificated Notes Securities in addition to or in place of certificated Notes; (3Securities; provided, however, that the uncertificated Securities are issued in registered form for purposes of Section 163(f) to comply with of the Code or in a manner such that the uncertificated Securities are described in Section 5.01 hereof163(f)(2)(B) of the Code; (4) to provide for the assumption of the Issuer’s or the Guarantor’s obligations add Guarantees with respect to the Holders Securities, including any Subsidiary Guarantee, or to secure the Securities; provided that any amendment or supplemental indenture evidencing any such additional Subsidiary Guarantee may be executed by a Successor the relevant Subsidiary Guarantor and the Trustee and shall not be required to be executed by any other Person; (5) to make any change that would provide any additional rights or benefits add to the Holders covenants of Holdings, the Company or that does not materially adversely affect (as determined in good faith by the Issuer) the legal rights under this Indenture of any such Holder; (6) to add covenants Subsidiary Guarantor for the benefit of the Holders or to surrender any right or power herein conferred upon Holdings, the Issuer Company or any Subsidiary Guarantor; (6) to make any change that does not adversely affect the Guarantorrights of any Holder of the Securities; (7) to evidence and provide for comply with any requirements of the acceptance and appointment under SEC in connection with qualifying, or maintaining the qualification of, this Indenture of a successor Trustee hereunder pursuant to under the requirements hereofTIA; (8) to add a guarantor under this Indenture or to release a guarantor in accordance with the terms of this Indenture; (9) to conform the text of this Indenture, the Securities or any Guarantee or the Notes to any provision of the “Description of the Notes and the Guaranteenotes” section of in the Offering Memorandum to the extent that such provision in such section “Description of the notes” was intended to be a verbatim recitation of a provision of this Indenture, the Guarantee Securities or the Notes, as provided to the Trustee in an Officer’s Certificate;such Guarantee; or (109) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this IndentureSecurities; provided, includinghowever, to facilitate the issuance and administration of the Notes; provided that (a) compliance with this Indenture as so amended would not result in Notes Securities 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; (11) to provide for the issuance of Additional Notes in accordance with the terms of Securities. After an amendment under this Indenture; or (12) to secure the Notes and/or the related Guarantee. Upon the request of the Issuer accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof (to the extent requested by the Trustee)becomes effective, the Trustee Company shall join with mail to Securityholders a notice briefly describing such amendment. The failure to give such notice to all Securityholders, or any defect therein, shall not impair or affect the Issuer and the Guarantor (solely with respect to the Guarantee) in the execution validity of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall have the right, but not be obligated to, enter into such amended or supplemental indenture that affects its own rights, duties or immunities an amendment under this Indenture or otherwise. Notwithstanding the foregoing, no Opinion of Counsel shall be required in connection with the addition of a guarantor under this Indenture upon execution and delivery by such guarantor and the Trustee of a supplemental indenture to this IndentureSection.

Without Consent of Holders. Notwithstanding Section 9.02 hereofThe Co-Issuers, the IssuerGuarantors, the Guarantor (with respect to the Guarantee) Trustee and the Trustee Collateral Trustee, as applicable, may amend amend, waive, supplement or supplement otherwise modify this Indenture, the Notes, the Note Guarantees, any Security Document or any other agreement or instrument entered into in connection with this Indenture (including the Guarantee) without notice to or the Notes without the consent of any Holder: (1) to cure any ambiguity, omission, mistake, defect or inconsistency; (2) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3) to comply with Section 5.01 hereof; (4) to provide for the assumption of the a Co-Issuer’s or the a Guarantor’s obligations to Holders and Guarantees in the Holders by case of a Successor Personmerger, amalgamation or consolidation or sale of all or substantially all of such Co-Issuer’s or such Guarantor’s assets, as applicable; (54) to make any change that would provide any additional rights or benefits to the Holders or that does not materially adversely affect (as determined in good faith by the Issuer) the legal rights under this Indenture of any such HolderHolder as set forth in an Officer’s Certificate delivered to the Trustee; (5) 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 add covenants for the benefit of the Holders or allow any Guarantor to surrender any right or power conferred upon the Issuer or the Guarantor; (7) to evidence execute a supplemental indenture and provide for the acceptance and appointment under this Indenture of a successor Trustee hereunder pursuant Guarantee with respect to the requirements hereof; (8) to add a guarantor under this Indenture Notes or to release a guarantor Guarantee or a security interest under the Notes or a Guarantee in accordance with the terms of this Indenture; (7) [reserved]; (8) to evidence and provide for the acceptance of appointment under this Indenture by a successor Trustee or Collateral Trustee; (9) to comply with the rules of any applicable securities depository; (10) to conform the text of this Indenture, the Guarantee Note Guarantees or the Notes to any provision of the “Description of the Notes and the GuaranteeNotes” section of in the Offering Memorandum to the extent that such provision in such section the “Description of Notes” was intended by the Co-Issuers (as demonstrated by an Officer’s Certificate) to be a substantially verbatim recitation of a provision of this Indenture, the Guarantee Note Guarantees or the Notes, as provided to the Trustee in an Officer’s Certificate; (10) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, to facilitate the issuance and administration of the Notes; provided that (a) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (b) such amendment does not materially and adversely affect the rights of Holders to transfer NotesNotes;[reserved]; (11) to provide add to the covenants of the Company or any Restricted Subsidiary for the issuance benefit of Additional Notes in accordance with the terms of this Indenture; orHolders or surrender any rights or powers conferred upon the Company or any Restricted Subsidiary; (12) to secure provide for a reduction in the Notes and/or minimum denomination of the related GuaranteeNotes; (13) to mortgage, pledge or grant a security interest in favor of the Trustee or the Collateral Trustee as additional security for the payment and performance of the obligations under this Indenture of the Co-Issuers or any Guarantor, in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a security interest is required to be granted, to the Collateral Trustee pursuant to any Security Document or otherwise; (14) to establish or maintain the Ship Mortgages as first priority ship mortgages on the Future Mortgaged Vessels, or to correct or amplify the description of any property at any time subject to the Lien of this Indenture or the Ship Mortgages, or to subject additional property to the Lien of this Indenture or the Ship Mortgages; (15) to transfer or change the flag of any Future Mortgaged Vessel to a Permitted Flag Jurisdiction; or (16) to make such changes as are necessary to facilitate the release, substitution and pledging of Collateral that are not materially adverse to any Holder or the Trustee as set forth in an Officer’s Certificate delivered to the Trustee. Upon the request of the Issuer Co-Issuers accompanied by a resolution Board Resolution of its Board each of their respective Boards of Directors authorizing the execution of any such amended or supplemental indentureIndenture, and upon receipt by the Trustee or the Collateral Trustee, as applicable, of the any documents described in requested under Section 7.02 hereof (to the extent requested by the Trustee7.02(b), the Trustee or the Collateral Trustee, as applicable, shall join with the Issuer Co-Issuers and the Guarantor (solely with respect to the Guarantee) any Guarantors in the execution of any amended or supplemental indenture Indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee or the Collateral Trustee, as applicable, shall have the right, but not be obligated to, to enter into such amended or supplemental indenture Indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, no Opinion of Counsel shall be required in connection with the addition of a guarantor under this Indenture upon execution and delivery by such guarantor and the Trustee of a supplemental indenture to this Indenture.

Without Consent of Holders. Notwithstanding Section 9.02 hereof, the Issuer, the any Guarantor (with respect to the Guaranteea Guarantee or this Indenture) and the Trustee may amend or supplement this Indenture (including the Guarantee) and any Guarantee or the Notes without the consent of any Holder: (1a) to cure any ambiguity, omission, mistake, defect or inconsistency; (2b) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3c) to comply with Section 5.01 hereof; (4d) to provide for the assumption of the Issuer’s or the any Guarantor’s obligations to the Holders by a Successor PersonHolders; (5e) to make any change that would provide any additional rights or benefits to the Holders or that does not materially adversely affect (as determined in good faith by the Issuer) the legal rights under this Indenture of any such Holder; (6f) to add covenants for the benefit of the Holders or to surrender any right or power conferred upon the Issuer or the any Guarantor; (7g) to provide for the issuance of Additional Notes in accordance with the terms of this Indenture; (h) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee or a successor paying agent hereunder pursuant to the requirements hereof; (8) i) to add an obligor or a guarantor Guarantor under this Indenture or to release a guarantor in accordance with the terms of this Indenture; (9j) to conform the text of this Indenture, Indenture and the Guarantee Guarantees or the Notes to any provision pro vision of the “Description of the Notes and the GuaranteeNotes” section of the Offering Memorandum Circular to the extent that such provision in such “Description of Notes” section was intended to be a verbatim recitation of a provision of this Indenture, the Guarantee or the Notes, Notes as provided to the Trustee set forth in an Officer’s Certificate; (10k) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation to facilitate the issuance and administration of the Notes; provided provided, however, that (a) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (b) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (11) to provide for the issuance of Additional Notes in accordance with the terms of this Indenture; or (12l) to secure the Notes and/or the related GuaranteeGuarantees or to add collateral thereto; (m) to release any Guarantor from its Guarantee pursuant to this Indenture when permitted or required by this Indenture; or (n) to make any other modifications to the Notes or this Indenture of a formal, minor or technical nature or necessary to correct a manifest error, so long as such modification does not adversely affect the rights of any Holders in any material respect. Upon the request of the Issuer accompanied by a resolution of its the Board of Directors of the Issuer authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof (subject to the extent requested by the Trusteelast sentence of Section 9.05), the Trustee shall join with the Issuer and the Guarantor (solely with respect to the Guarantee) Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall have the right, but not be obligated to, enter into such amended or supplemental indenture that affects its own rights, duties duties, liabilities or immunities under this Indenture or otherwise. Notwithstanding the foregoing, no neither an Opinion of Counsel nor an Officer’s Certificate, nor a board resolution, shall be required in connection with the addition of a guarantor Guarantor under this Indenture upon execution and delivery by such guarantor Guarantor and the Trustee of a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto.

Without Consent of Holders. (a) Notwithstanding Section 9.02 hereof9.02, without the consent of any holder of the Notes, the IssuerCompany, the Guarantor (with respect to the Guarantee) Guarantors and the Trustee may amend or supplement this Indenture (including the Guarantee) or the Notes without the consent of any HolderIndenture: (1) to cure any ambiguity, omission, mistake, defect or inconsistency, as determined in good faith by the Company; (2) to provide for the assumption by a successor Person of the obligations of the Company or any Guarantor under this Indenture; (3) to provide for uncertificated Notes in addition to or in place of certificated Notes; Notes (3provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) to comply with Section 5.01 hereofof the Code); (4) to provide for the assumption of the Issuer’s or the Guarantor’s obligations add guarantees with respect to the Holders by a Successor PersonNotes, including any Guarantees, or to secure the Notes; (5) to make any change that would provide any additional rights or benefits add to the Holders covenants of the Company or that does not materially adversely affect (as determined in good faith by the Issuer) the legal rights under this Indenture of any such Holder; (6) to add covenants Subsidiary for the benefit of the Holders holders of the Notes or to surrender any right or power conferred upon the Issuer Company or any Subsidiary; (6) to make any change that does not materially adversely affect the Guarantorrights of any holder of the Notes, as determined in good faith by the Company; (7) to evidence and provide for comply with any requirement of the acceptance and appointment under SEC in connection with any required qualification of this Indenture of a successor Trustee hereunder pursuant to under the requirements hereofTrust Indenture Act (it being agreed that this Indenture need not be qualified under the Trust Indenture Act); (8) to add a guarantor under this Indenture or to release a guarantor in accordance with the terms of this Indenture; (9) to conform the text of this Indenture, the Guarantee Guarantees or the Notes to any provision of the “Description of the Notes and the GuaranteeNotes” section of the Offering Memorandum Memorandum, as determined in good faith by the Company; (9) to release a Guarantor from its Guarantee when permitted by the extent that such provision in such section was intended to be a verbatim recitation of a provision terms of this Indenture, the Guarantee or the Notes, as provided to the Trustee in an Officer’s Certificate; (10) to provide for successor trustees or to add to or change any provisions to the extent necessary to appoint a separate trustee for the Notes; or (11) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation, to facilitate the issuance and administration of the Notes, or, if incurred in compliance with this Indenture, Additional Notes; provided provided, however, that (aA) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (bB) such amendment does not materially and adversely affect the rights of Holders holders to transfer Notes; (11) to provide for the issuance of Additional Notes , as determined in accordance with the terms of this Indenture; or (12) to secure the Notes and/or the related Guarantee. Upon the request of the Issuer accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt good faith by the Trustee of the documents described in Section 7.02 hereof (to the extent requested by the Trustee), the Trustee shall join with the Issuer and the Guarantor (solely with respect to the Guarantee) in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall have the right, but not be obligated to, enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, no Opinion of Counsel shall be required in connection with the addition of a guarantor under this Indenture upon execution and delivery by such guarantor and the Trustee of a supplemental indenture to this IndentureCompany.

Without Consent of Holders. Notwithstanding Section 9.02 hereofThe Parent, the IssuerIssuers, the Guarantor (with respect to the Guarantee) Guarantors and the Trustee Trustee, together, may amend or supplement this Indenture (including Indenture, the Guarantee) Notes or the Notes Guaranties without the notice to or consent of any Holder: (1) to cure any ambiguity, omission, mistake, defect or inconsistency; (2) to provide for the assumption by a successor corporation of the obligations of the Parent, the Issuers or any Subsidiary Guarantor under this Indenture; (3) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3) to comply with Section 5.01 hereof; (4) to provide for the assumption of the Issuer’s or the Guarantor’s obligations add guaranties with respect to the Holders by a Successor PersonNotes, including any Subsidiary Guaranties, or to secure the Notes; (5) to make any change that would provide any additional rights or benefits add to the Holders covenants of the Parent, the Issuers or that does not materially adversely affect (as determined in good faith by the Issuer) the legal rights under this Indenture of any such Holder; (6) to add covenants a Subsidiary Guarantor for the benefit of the Holders or to surrender any right or power conferred upon the Issuer Parent, the Issuers or a Subsidiary Guarantor; (6) to make any change that does not adversely affect the Guarantorrights of any Holder in any material respect; (7) to evidence and provide for comply with any requirement of the acceptance and appointment under SEC in order to effect or maintain the qualification of this Indenture of a successor Trustee hereunder pursuant to under the requirements hereofTrust Indenture Act; (8) to add a guarantor under this Indenture or to release a guarantor in accordance with the terms of this Indenture; (9) to conform the text of this Indenture, the Guarantee or the Notes to any provision of the “Description of the Notes and the Guarantee” section of the Offering Memorandum to the extent that such provision in such section was intended to be a verbatim recitation of a provision of this Indenture, the Guarantee or the Notes, as provided to the Trustee in an Officer’s Certificate; (10) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, to facilitate the issuance and administration of the Notes; provided provided, however, that (a) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any other applicable securities law and (b) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (9) to conform the text of this Indenture or the Guaranties or the Notes to any provision of the “Description of Notes” section of the Prospectus Supplement to the extent that such provision in the “Description of Notes” section of the Prospectus Supplement was intended to be a substantially verbatim recitation of a provision of this Indenture or the Guaranties or the Notes, as set forth in an Officer’s Certificate; (10) evidence and provide for the acceptance of appointment by a successor trustee, provided that the successor trustee is otherwise qualified and eligible to act as such under the terms of this Indenture; (11) provide for a reduction in the minimum denominations of the Notes; (12) comply with the rules of any applicable securities depositary; or (13) to provide for the issuance of Additional Notes and related guarantees in accordance with the terms of this Indenture; or (12) to secure the Notes and/or the related Guarantee. Upon the request of the Issuer accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described limitations set forth in Section 7.02 hereof (to the extent requested by the Trustee), the Trustee shall join with the Issuer and the Guarantor (solely with respect to the Guarantee) in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall have the right, but not be obligated to, enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, no Opinion of Counsel shall be required in connection with the addition of a guarantor under this Indenture upon execution and delivery by such guarantor and the Trustee of a supplemental indenture to this Indenture.

Without Consent of Holders. Notwithstanding Section 9.02 9.2 hereof, this Indenture, the Notes and Guarantees may be amended or supplemented by the Issuer, the any Guarantor (with respect to the Guaranteethis Indenture or a Guarantee to which it is a party) and the Trustee may amend without notice to or supplement this Indenture (including the Guarantee) or the Notes without the consent of any Holder: (1i) to cure any ambiguity, omission, mistake, defect or inconsistencyinconsistency identified in an Officer’s Certificate delivered to the Trustee; (2ii) to conform the text of this Indenture (including any supplemental indenture or other instrument pursuant to which Additional Notes are issued), the Guarantees or the Notes to the “Description of notes” in the Offering Memorandum or, with respect to any Additional Notes and any supplemental indenture or other instrument pursuant to which such Additional Notes are issued, to the “Description of notes” relating to the issuance of such Additional Notes, solely to the extent that such “Description of notes” provides for terms of such Additional Notes that differ from the terms of the Initial Notes, as contemplated by Section 2.2; (iii) to comply with Section 4.1; (iv) to provide for the assumption by a successor Person of the obligations of the Issuer or any Guarantor under this Indenture and the Notes or Guarantee, as the case may be; (v) 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; (3vi) (A) to comply add or release Guarantees in accordance with Section 5.01 hereofthe terms of this Indenture with respect to the Notes or (B) to add one or more co-issuers of the Notes to the extent it does not result in adverse tax consequences to the Holders; (4vii) to provide add any provision for the assumption security of the Issuer’s or the Guarantor’s obligations to the Holders by a Successor PersonNotes; (5) to make any change that would provide any additional rights or benefits to the Holders or that does not materially adversely affect (as determined in good faith by the Issuer) the legal rights under this Indenture of any such Holder; (6viii) to add to the covenants of the Issuer for the benefit of the Holders or to surrender any right or power herein conferred upon the Issuer or the any other Guarantor; (7ix) to evidence and provide for make any change that does not adversely affect the acceptance and appointment under this Indenture rights of a successor Trustee hereunder pursuant any Holder in any material respect upon delivery to the requirements hereofTrustee of an Officer’s Certificate of the Issuer certifying the absence of such adverse effect; (8) x) to add a guarantor under comply with any requirement of the SEC in connection with the qualification of this Indenture or to release a guarantor in accordance with under the terms of this IndentureTIA; (9) to conform the text of this Indenture, the Guarantee or the Notes to any provision of the “Description of the Notes and the Guarantee” section of the Offering Memorandum to the extent that such provision in such section was intended to be a verbatim recitation of a provision of this Indenture, the Guarantee or the Notes, as provided to the Trustee in an Officer’s Certificate; (10xi) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation, to facilitate the issuance and administration of the Notes; provided provided, however, that (ai) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (bii) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (11xii) to evidence and provide for the acceptance of appointment by a successor Trustee; provided that the successor Trustee is otherwise qualified and eligible to act as such under the terms of this Indenture; (xiii) to provide for or confirm the issuance of Additional Notes in accordance with the terms of this Indenture; or (12) to secure the Notes and/or the related Guarantee. Upon the request of the Issuer accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof (to the extent requested by the Trustee), the Trustee shall join with the Issuer and the Guarantor (solely with respect to the Guaranteexiv) in the execution of any amended or supplemental indenture authorized or permitted by the terms of event that PIK Notes are issued in certificated form, to make appropriate amendments to this Indenture to reflect an appropriate minimum denomination of certificated PIK Notes and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall have the right, but not be obligated to, enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, no Opinion of Counsel shall be required in connection with the addition of a guarantor under this Indenture upon execution and delivery by such guarantor and the Trustee of a supplemental indenture to this Indentureestablish minimum redemption amounts for certificated PIK Notes.

Without Consent of Holders. Notwithstanding Section 9.02 hereof9.2 of this Indenture, the Issuer, the Guarantor (with respect to the Guarantee) Issuer and the Trustee may amend or supplement this Indenture (including the Guarantee) or the Notes without the consent of any HolderNote Documents: (1) to cure any ambiguity, omission, mistake, defect defect, error or inconsistency, conform any provision to any provision under the heading “Description of Notes” in the Offering Memorandum or reduce the minimum denomination of the Notes; (2) to provide for the assumption by a successor Person of the obligations of the Company under any Note Document; (3) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3) to comply with Section 5.01 hereof; (4) to add to the covenants or provide for the assumption of the Issuer’s or the Guarantor’s obligations to the Holders by a Successor Person; (5) to make any change that would provide any additional rights or benefits to the Holders or that does not materially adversely affect (as determined in good faith by the Issuer) the legal rights under this Indenture of any such Holder; (6) to add covenants Guarantee for the benefit of the Holders or to surrender any right or power conferred upon the Issuer Company or any Restricted Subsidiary; (5) to make any change that does not adversely affect the Guarantorrights of any Holder in any material respect; (6) make such provisions as necessary (as determined in good faith by the Company) for the issuance of Exchange Notes and Additional Notes; (7) to provide for any Restricted Subsidiary to provide a Guarantee in accordance with Section 3.2, to add Guarantees with respect to the Notes, to add security to or for the benefit of the Notes, or to confirm and evidence the release, termination, discharge or retaking of any Guarantee or Lien with respect to or securing the Notes when such release, termination, discharge or retaking is provided for under this Indenture; (8) at the Company’s election, comply with any requirement of the SEC in connection with the qualification of this Indenture under the TIA, if such qualification is required; (9) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee hereunder pursuant to the requirements hereof; (8) to add a guarantor under this Indenture hereof or to release a guarantor in accordance with provide for the terms of this Indenture; (9) to conform accession by the text of this Indenture, the Guarantee or the Notes Trustee to any provision of the “Description of the Notes and the Guarantee” section of the Offering Memorandum to the extent that such provision in such section was intended to be a verbatim recitation of a provision of this Indenture, the Guarantee or the Notes, as provided to the Trustee in an Officer’s Certificate;Note Document; or (10) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation, to facilitate the issuance and administration of the Notes; provided provided, however, that (ai) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (bii) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (11) . Subject to provide for the issuance of Additional Notes in accordance with the terms of this Indenture; or (12) to secure the Notes and/or the related Guarantee. Upon Section 9.2, upon the request of the Issuer accompanied by a resolution of its Board of Directors Resolution authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof (to the extent requested by the Trustee)Sections 9.5 and 12.6 hereof, the Trustee shall will join with the Issuer and the Guarantor (solely with respect to the Guarantee) Guarantors in the execution of any such amended or supplemental indenture authorized unless such amended or permitted by supplemental indenture affects the terms of Trustee’s own rights, duties, liabilities or immunities under this Indenture and to make any further appropriate agreements and stipulations that or otherwise, in which case the Trustee may be therein containedin its discretion, but the Trustee shall have the right, but will not be obligated to, enter into such amended or supplemental indenture that affects its own rights, duties Indenture. After an amendment or immunities supplement under this Indenture Section 9.1 becomes effective, the Issuer shall mail to Holders a notice briefly describing such amendment or otherwisesupplement. Notwithstanding The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the foregoing, no Opinion validity of Counsel shall be required in connection with the addition of a guarantor an amendment or supplement under this Indenture upon execution and delivery by such guarantor and the Trustee of a supplemental indenture to this IndentureSection 9.1.

Without Consent of Holders. (a) Notwithstanding Section 9.02 hereof9.02, without the consent of any Holder, the IssuerCompany, the Guarantor (with respect to the Guarantee) Guarantors and the Trustee may amend or supplement this Indenture (including the Guarantee) or Indenture, the Notes without and the consent of any HolderNote Guarantees to: (1) to cure any ambiguity, omission, mistake, defect or inconsistency; (2) to issue Additional Notes in compliance with Section 4.09; provided that no such amendments shall affect the terms of the Notes already issued and outstanding or the transferability of such Notes; (3) provide for the assumption by a successor of the obligations of the Company or any Guarantor under this Indenture, the Notes or the Note Guarantees in accordance with Section 5.01; (4) provide for or facilitate the issuance of uncertificated Notes in addition to or in place of certificated Notes; (3; provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) to comply with Section 5.01 hereof; (4) to provide for the assumption of the Issuer’s Code or in a manner such that the Guarantor’s obligations to uncertificated Notes are described in Section 4701(b)(1)(B) of the Holders by a Successor PersonCode; (5) to make any change that would provide any additional rights or benefits to comply with the Holders or that does not materially adversely affect (as determined in good faith by the Issuer) the legal rights under this Indenture rules of any such Holderapplicable Depositary; (6) (i) add Guarantors with respect to the Notes or (ii) release a Guarantor from its obligations under its Note Guarantee or this Indenture in accordance with the applicable provisions of this Indenture; (7) secure the Notes and the Note Guarantees; (8) add covenants of the Company or its Restricted Subsidiaries or Events of Default for the benefit of Holders or to make changes that would provide additional rights to the Holders Holders, or to surrender any right or power conferred upon the Issuer Company or the any Guarantor; (79) to make any change that does not materially adversely affect the legal rights under this Indenture of any Holder; (10) evidence and provide for the acceptance and of an appointment under this Indenture of a successor Trustee; provided that the successor Trustee hereunder pursuant is otherwise qualified and eligible to the requirements hereof; (8) to add a guarantor act as such under this Indenture or to release a guarantor in accordance with the terms of this Indenture; (911) to conform the text of this Indenture, the Guarantee Notes or the Notes Note Guarantees to any provision of the “Description of the Notes and the Guaranteenotes” section of the Offering Memorandum to the extent that such provision in such “Description of notes” section was intended to be a verbatim recitation of a provision of this Indenture, the Guarantee Notes or the NotesNote Guarantees, as provided to the Trustee set forth in an Officer’s Certificate;; or (1012) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation, to facilitate the issuance and administration of the Notes or, if Incurred in compliance with this Indenture, Additional Notes; provided provided, however, that (aA) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law laws and regulations and (bB) such amendment does not materially and adversely affect the rights of Holders to transfer Notes;. (11b) to provide for the issuance of Additional Notes in accordance with the terms of this Indenture; or (12) to secure the Notes and/or the related Guarantee. Upon the request of the Issuer accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indentureCompany, and upon receipt by the Trustee of the documents described in Section 7.02 hereof (to the extent requested by the Trustee)12.03, the Trustee shall join with the Issuer Company and the Guarantor (solely with respect to the Guarantee) Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall have the right, but not be obligated to, to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing. (c) After an amendment, no Opinion of Counsel shall be required in connection with the addition of a guarantor supplement or waiver under this Indenture upon execution and delivery by Section 9.01 becomes effective, the Company shall send to the Holders of Notes affected thereby a written notice briefly describing the amendment, supplement or waiver. Any failure of the Company to send such guarantor and notice, or any defect therein, shall not, however, in any way impair or affect the Trustee validity of a supplemental indenture to this Indentureany such amendment, supplement or waiver.

Without Consent of Holders. Notwithstanding Section 9.02 hereof, the Issuer, the Guarantor (with respect to the Guarantee) The Company and the Trustee may amend or supplement this Indenture (including the Guarantee) or the Notes Securities without the notice to, or consent of of, any HolderSecurityholder: (1a) to cure any ambiguity, omission, mistake, defect or inconsistency, to correct or supplement any provision herein which may be inconsistent with any other provision herein; (2b) to provide for uncertificated Notes Securities in addition to or in place of certificated NotesCertificated Securities; (3) to comply with Section 5.01 hereof; (4c) to provide for the assumption of the Issuer’s or the GuarantorCompany’s obligations to Holders of Securities and the Holders by adjustment of conversion rights in the case of a Successor Personshare exchange, merger or consolidation or sale of all or substantially all of the Company’s assets; (5d) to make any change that would provide any additional rights or benefits to the Holders of Securities or that does not materially adversely affect (as determined in good faith by the Issuer) any material respect the legal rights under this Indenture of any such HolderSecurityholder; (6e) to add covenants for the benefit of the Holders or to surrender any right or power conferred upon the Issuer or the Guarantora guarantor; (7f) to evidence and provide for comply with requirements of the acceptance and appointment under SEC in order to effect or maintain the qualification of this Indenture of a successor Trustee hereunder pursuant to under the requirements hereofTIA; (8) g) to add secure the Securities; (h) to comply with the rules of any applicable securities depositary, including the Depositary; (i) to increase the Base Conversion Rate; (j) to execute a guarantor under this Indenture or to release a guarantor supplemental indenture in accordance with the terms of this IndentureSection 5.10; (9k) to conform the text of this Indenture, the Guarantee Indenture or the Notes Securities to any provision of the “Description of the Notes and Notes” contained in the Guarantee” section of the Offering Memorandum Prospectus to the extent that such provision in such section the text of the “Description of the Notes” was intended by the Company and the Underwriters to be a verbatim recitation of a provision the text of this Indenture, the Guarantee Indenture or the Notes, Securities as provided represented by the Company to the Trustee trustee in an Officer’s Officers’ Certificate; (10l) to make any amendment to provide for a successor Trustee in accordance with the provisions terms of this Indenture relating or to the transfer and legending otherwise comply with any requirement of Notes as permitted by this Indenture, including, to facilitate the issuance and administration of the Notes; provided that (a) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (b) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (11m) to add to the covenants listed in Article 6 for the benefit of the Holders or surrender any right or power conferred upon the Company; (n) to provide for the issuance of Additional Notes Securities, to the extent that the Company and the Trustee deem such amendment or supplement necessary or advisable in accordance connection with such issuance; provided that no such amendment or supplement shall impair the terms rights or interests of this Indentureany Holder of Initial Securities; or (12o) to secure modify the Notes and/or the related Guarantee. Upon the request restrictions and procedures for resale and other transfers of the Issuer accompanied by a resolution of its Board of Directors authorizing the execution of any such amended Securities or supplemental indentureCommon Stock pursuant to law, and upon receipt by the Trustee of the documents described in Section 7.02 hereof (regulation or practice relating to the extent requested by the Trustee), the Trustee shall join with the Issuer and the Guarantor (solely with respect to the Guarantee) in the execution resale or transfer of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall have the right, but not be obligated to, enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, no Opinion of Counsel shall be required in connection with the addition of a guarantor under this Indenture upon execution and delivery by such guarantor and the Trustee of a supplemental indenture to this Indenturerestricted securities generally.

Without Consent of Holders. Notwithstanding Subject to Section 9.02 hereof9.03, the Issuer, the Guarantor (with respect to the Guarantee) Guarantors and the Trustee Trustee, as applicable, together, may amend or supplement this Indenture (including the GuaranteeGuarantees) or the Notes without the notice to or consent of any Holder: (1) to cure any ambiguity, omission, mistake, defect or inconsistency;, (2) to provide for uncertificated Notes in addition to or in place of certificated Notes;, (3) to comply with Section 5.01 hereof; (4) to provide for the assumption of the Issuer’s or the any Guarantor’s obligations to the Holders by in the case of a Successor Person;merger, consolidation or sale of all or substantially all of the Issuer’s assets, in accordance with Article Five, (4) to add Guarantees with respect to the Notes, (5) to release any Guarantor from its Guarantee or any of its other obligations under this Indenture (to the extent permitted by this Indenture), (6) to make any change that would provide any additional rights or benefits to the Holders or that does not materially adversely affect (as determined in good faith by adds covenants of the Issuer) the legal rights under this Indenture of Issuer or any such Holder; (6) to add covenants Guarantor for the benefit of the Holders Holders, or to surrender any right or power conferred upon the Issuer or the any Guarantor;, (7) to evidence and provide for make any change that does not materially adversely affect the acceptance and appointment rights of any Holder hereunder or under this Indenture of a successor Trustee hereunder pursuant to the requirements hereof;Notes, (8) to add a guarantor under comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under, or to release a guarantor in accordance with otherwise comply with, the terms of this Indenture;Trust Indenture Act, (9) to conform the text of this Indenture, the Guarantee Indenture or the Notes to any provision of the “Description of the Notes and the GuaranteeNotes” section of the Offering Memorandum to the extent that such provision in such “Description of Notes” section was intended to be a substantially verbatim recitation of a provision of this Indenture, the Guarantee Indenture or the Notes, as provided to the Trustee in an Officer’s Certificate;or (10) to make evidence and provide for the acceptance of appointment under this Indenture by a successor Trustee with respect to the Notes and to add or change any amendment to of the provisions of this Indenture relating as shall be necessary to the transfer and legending of Notes as permitted by this Indenture, including, to provide for or facilitate the issuance and administration of the Notes; trusts hereunder by more than one Trustee, provided that (a) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (b) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (11) to provide for the issuance of Additional Notes in accordance with the terms of this Indenture; or (12) to secure the Notes and/or the related Guarantee. Upon the request of the Issuer accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by has delivered to the Trustee of the documents described in Section 7.02 hereof (to the extent requested by the Trustee), the Trustee shall join with the Issuer and the Guarantor (solely with respect to the Guarantee) in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall have the right, but not be obligated to, enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, no an Opinion of Counsel shall be required in connection and an Officers’ Certificate, each stating that such amendment or supplement complies with the addition provisions of a guarantor under this Indenture upon execution and delivery by such guarantor and the Trustee of a supplemental indenture to this IndentureSection 9.01.

Without Consent of Holders. Notwithstanding Section 9.02 hereof9.2, the Issuer, the Guarantor (with respect to the Guarantee) and the Trustee may amend or supplement this Indenture (including the Guarantee) or the Notes without the consent of any Holder, the Issuer, the Trustee and the other parties thereto, as applicable, may amend or supplement any Note Documents and the Issuer may direct the Trustee, and the Trustee will, enter into an amendment or supplement to any Note Document, to: (1) to cure any ambiguity, omission, mistake, defect defect, error or inconsistency, conform any provision of a Note Document to the “Description of the Notes” in the Offering Memorandum or reduce the minimum denomination of the Notes; (2) to provide for the assumption by a successor Person of the obligations of the Issuer under any Note Document; (3) provide for uncertificated Notes in addition to or in place of certificated Notes; (3) to comply with Section 5.01 hereof; (4) add to the covenants or provide for the assumption of the Issuer’s or the Guarantor’s obligations to the Holders by a Successor Person; (5) to make any change that would provide any additional rights or benefits to the Holders or that does not materially adversely affect (as determined in good faith by the Issuer) the legal rights under this Indenture of any such Holder; (6) to add covenants Note Guarantee for the benefit of the Holders or to surrender any right or power conferred upon the Issuer or the Guarantorany Restricted Subsidiary; (75) to evidence and provide for make any change that does not adversely affect the acceptance and appointment under this Indenture rights of a successor Trustee hereunder pursuant to the requirements hereofany Holder in any material respect; (8) to add a guarantor under this Indenture or to release a guarantor in accordance with the terms of this Indenture; (96) to conform the text of this Indenture, the Guarantee or the Notes to any provision of the “Description of the Notes and the Guarantee” section of the Offering Memorandum to the extent that such provision in such section was intended to be a verbatim recitation of a provision of this Indenture, the Guarantee or the Notes, as provided to the Trustee in an Officer’s Certificate; (10) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, to facilitate the issuance and administration of the Notes; provided provided, however, that (ai) compliance with this Indenture as so amended would not result in such Notes being transferred in violation of the Securities Act or any other applicable securities law laws and (bii) such amendment does not materially and adversely affect the rights of Holders to transfer such Notes; (117) to provide make such provisions as necessary (as determined in good faith by the Issuer) for the issuance of Additional Notes otherwise permitted to be issued under this Indenture; (8) provide for any Restricted Subsidiary to provide a Note Guarantee in accordance with Section 3.2, to add Guarantees with respect to the terms Notes, to add security to or for the benefit of the Notes, or to confirm and evidence the release, termination, discharge or retaking of any Guarantee or Lien with respect to or securing the Notes when such release, termination, discharge or retaking is provided for under this Indenture, the Notes Collateral Documents or the Intercreditor Agreements, as applicable; (9) evidence and provide for the acceptance and appointment under this Indenture or the Notes Collateral Documents of a successor Trustee or Junior-Priority Collateral Agent pursuant to the applicable requirements hereof or thereof or to provide for the accession by the Trustee or Junior-Priority Collateral Agent, as applicable, to any Note Document; (10) mortgage, pledge, hypothecate or grant any other Lien in favor of the Junior-Priority Collateral Agent for its benefit and the benefit of the Trustee and the Holders, as additional security for the payment and performance of all or any portion of the Obligations securing the Notes and the Note Guarantees thereof, 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 Junior-Priority Collateral Agent pursuant to the Indenture, any of the Intercreditor Agreements, the Notes Collateral Documents or otherwise; (11) provide for the release of Collateral from the Lien pursuant to this Indenture, the Notes Collateral Documents and the Intercreditor Agreements when permitted or required by the Notes Collateral Documents, this Indenture or the Intercreditor Agreements; (12) the extent necessary to provide for the granting of a security interest for the benefit of any Person; provided that the granting of such security interest is not prohibited under this Indenture; or (1213) to secure under the Notes and/or Collateral Documents any Pari Passu Debt Obligations otherwise permitted to be secured by the related GuaranteeCollateral. Upon the request of the Issuer accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indentureSubject to Section 9.2, and upon receipt by the Trustee of the documents described in Section 7.02 hereof (to the extent requested by the Trustee)Sections 9.6 and 13.4, the Trustee shall will join with the Issuer and the Guarantor (solely with respect to the Guarantee) Guarantors, if applicable, in the execution of any amended such amendment or supplemental indenture authorized supplement unless such amendment or permitted by supplement directly affects the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall have the right, but not be obligated to, enter into such amended or supplemental indenture that affects its 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 amendment or supplement. Notwithstanding the foregoing, no Opinion of Counsel shall be required in connection with the addition of a guarantor After an amendment or supplement under this Indenture upon execution and delivery by Section 9.1 becomes effective, the Issuer shall mail to Holders a notice briefly describing such guarantor and amendment or supplement. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the Trustee validity of a supplemental indenture to an amendment or supplement under this IndentureSection 9.1.

Without Consent of Holders. Notwithstanding Section 9.02 hereofThe Issuer and the Guarantors, the Issuerwhen each authorized by a Resolution, the Guarantor (with respect to the Guarantee) and the Trustee may amend or supplement this Indenture (including the Guarantee) or the Notes Notes, without the consent or vote of any HolderHolder for the following purposes: (1i) to cure any ambiguity, omission, mistake, defect or inconsistency; (2) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3ii) to comply with Section 5.01 hereof5.01; (4) to provide for the assumption of the Issuer’s or the Guarantor’s obligations to the Holders by a Successor Person; (5) to make any change that would provide any additional rights or benefits to the Holders or that does not materially adversely affect (as determined in good faith by the Issuer) the legal rights under this Indenture of any such Holder; (6iii) to add to the covenants of the Issuer or the Guarantors for the benefit of the Holders or Holders; (iv) to surrender any right or power herein conferred upon the Issuer or the GuarantorGuarantors; (7v) to evidence and provide for the acceptance and of an appointment under this Indenture of by a successor Trustee hereunder pursuant to the requirements hereofXxxxxxx; (8) vi) to add a guarantor under this Indenture provide for the issuance of Additional Notes; (vii) to provide for any guarantee of the Notes, to secure the Notes or to confirm and evidence the release, termination or discharge of any guarantee of the Notes when such release a guarantor in accordance with the terms of termination or discharge is permitted by this Indenture; (9) to conform the text of this Indenture, the Guarantee or the Notes to any provision of the “Description of the Notes and the Guarantee” section of the Offering Memorandum to the extent that such provision in such section was intended to be a verbatim recitation of a provision of this Indenture, the Guarantee or the Notes, as provided to the Trustee in an Officer’s Certificate; (10viii) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, to facilitate the issuance and administration of the Notes; provided other change that (a) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (b) such amendment does not materially and adversely affect the rights of Holders any Holder or to transfer conform this Indenture to the section “Description of the Notes; (11) to provide for ” in the issuance of Additional Notes in accordance with the terms of this IndentureOffering Memorandum; or (12ix) to secure comply with any applicable requirements of the Notes and/or SEC. provided that, in the related Guaranteecase of clause (i) or (ii) above, the Issuer has delivered to the Trustee an Opinion of Counsel and an Officer’s Certificate, each stating that such amendment or supplement complies with the provisions of this Section 9.01. Upon the written request of the Issuer Issuer, accompanied by a resolution of its Board of Directors Resolution authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof (to the extent requested by the Trustee)9.05, the Trustee shall join with the Issuer and the Guarantor (solely with respect to the Guarantee) Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that which may be therein contained, but the Trustee shall have the right, but not be obligated to, to enter into any such amended or supplemental indenture that which affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, no Opinion of Counsel shall be required in connection with the addition of a guarantor under this Indenture upon execution and delivery by such guarantor and the Trustee of a supplemental indenture The Guarantors must consent to this Indentureany amendment or supplement hereunder.

Without Consent of Holders. Notwithstanding Section 9.02 hereof(a) The Issuers, each when authorized by a resolution of its respective board of directors (as evidenced by the delivery of such resolutions to the Trustee), the Issuer, the Guarantor (with respect to the Guarantee) Guarantors and the Trustee may modify, amend or supplement this Indenture (including the Guarantee) Indenture, any Guarantee or the Notes without the notice to or consent of any Holder: (1i) to cure evidence the succession of another Person to the Parent Guarantor and the assumption by any ambiguitysuch successor of the covenants herein and in the Notes; provided that such successor Person would have been permitted to so succeed in a transaction that would have complied with the provisions of Article Five; provided, omissionfurther, mistakethat such transaction need not be of a specific type identified in such covenant (it being understood that in the case of any other transaction, defect or inconsistencythe requirements of such covenant shall apply mutatis mutandis); (2) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3) to comply with Section 5.01 hereof; (4) to provide for the assumption of the Issuer’s or the Guarantor’s obligations to the Holders by a Successor Person; (5) to make any change that would provide any additional rights or benefits to the Holders or that does not materially adversely affect (as determined in good faith by the Issuer) the legal rights under this Indenture of any such Holder; (6ii) to add to the covenants of the Issuers, any Guarantor or any other obligor upon the Notes for the benefit of the Holders or to surrender any right or power conferred upon the Issuer Issuers, any Guarantor, or any other obligor upon the GuarantorNotes, as applicable, herein, in the Notes or in any Guarantees; (7iii) to evidence and provide for cure any ambiguity, or to correct or supplement any provision herein, in the acceptance and appointment Notes or any Guarantees that may be defective or inconsistent with any other provision herein or in the Notes or any Guarantee or to make any other provisions with respect to matters or questions arising under this Indenture Indenture, the Notes or any Guarantee; provided that, in each case, such provisions shall not adversely affect the rights of a successor Trustee hereunder pursuant to the requirements hereofHolders in any material respect; (8) to add a guarantor under this Indenture or to release a guarantor in accordance with the terms of this Indenture; (9iv) to conform the text of this Indenture, the Guarantee Guarantees, or the Notes to any provision of the “Description of the Notes and the GuaranteeNotes” section of in the Offering Memorandum to the extent that such provision in such section “Description of the Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Guarantee Guarantees or the Notes, as provided to the Trustee in an Officer’s Certificate; (10) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, to facilitate the issuance and administration of the Notes; provided that (a) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (b) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (11v) to release any Guarantor in accordance with and if permitted by the terms of and limitations set forth in this Indenture and to add a Subsidiary Guarantor or other guarantor under this Indenture (which shall require execution of the relevant supplemental indenture only by the Issuers, the Parent Guarantor and such additional Subsidiary Guarantor(s) or other guarantor(s)); (vi) to evidence and provide the acceptance of the appointment of a successor Trustee hereunder; (vii) to mortgage, pledge, hypothecate or grant a security interest in favor of the Trustee for the benefit of the Holders as additional security for the payment and performance of the Issuers’ and any Guarantor’s obligations hereunder, in any property, or assets, including any of which are required to be mortgaged, pledged or hypothecated, or in which a security interest is required to be granted to the Trustee pursuant to this Indenture or otherwise; or (viii) to provide for the issuance of Additional Notes in accordance with and if permitted by the terms of and limitations set forth in this Indenture; or. (12b) to secure the Notes and/or the related Guarantee. Upon the request of the Issuer accompanied The Issuers, each when authorized by a resolution of its Board respective board of Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt directors (as evidenced by the Trustee delivery of the documents described in Section 7.02 hereof (such resolutions to the extent requested by the Trustee), the Parent Guarantor, the Trustee shall join with the Issuer and the Restricted Subsidiary being added as a Subsidiary Guarantor or other entity becoming a Guarantor under this Indenture may supplement this Indenture to add a Subsidiary Guarantor or other Guarantor under this Indenture (solely with respect to which shall require execution of the Guaranteerelevant supplemental indenture only by the Issuers, the Parent Guarantor and such additional Subsidiary Guarantor(s) or other Guarantor(s)) in the execution each case without notice to or consent 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 containedHolder. (c) In formulating its opinion on such matters, but the Trustee shall have the rightbe entitled to require and rely on such evidence as it deems appropriate, but not be obligated to, enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, no including an Opinion of Counsel shall be required in connection with the addition of a guarantor under this Indenture upon execution and delivery by such guarantor and the Trustee of a supplemental indenture to this Indenturean Officer’s Certificate.

Without Consent of Holders. Notwithstanding Section 9.02 hereof(a) Without the consent of any Holder, the Issuer, the Guarantor (with respect to the Guarantee) Trustee and the Trustee other parties thereto, as applicable, may amend or supplement this Indenture (including the Guarantee) or the any Notes without the consent of any HolderDocuments to: (1) to cure any ambiguity, omission, mistakedefect, defect error or inconsistency; (2) to provide for uncertificated the assumption by a successor Person of the obligations of the Issuer or any Guarantor under any Notes in addition to or in place of certificated NotesDocument; (3) add to comply with Section 5.01 hereofthe covenants or provide for a Guarantee for the benefit of the Holders or surrender any right or power conferred upon the Issuer or any Restricted Subsidiary; (4) to provide for the assumption of the Issuer’s or the Guarantor’s obligations to the Holders by a Successor Person; (5) to make any change that would provide any additional rights or benefits to the Trustee or the Holders or that does not materially adversely affect the rights or benefits to the Trustee or any of the Holders in any material respect under the Notes Documents, including any changes relating to the minimum denominations of the Notes; (5) make such provisions as necessary (as determined in good faith by the Issuer) for the legal rights under issuance of Additional Notes Incurred in accordance with the terms of this Indenture of any such HolderIndenture; (6) provide for a Restricted Subsidiary to provide a Note Guarantee in accordance with this Indenture, to add covenants Guarantees with respect to the Notes (including any provisions relating to the release or limitations of such additional Guarantees), to add security to or for the benefit of the Holders Notes, or to surrender effectuate or confirm and evidence the release, termination, discharge or retaking of any right Note Guarantee or power conferred upon Lien or any amendment in respect thereof with respect to the Issuer Notes when such release, termination, discharge or the Guarantorretaking or amendment is provided for in this Indenture; (7) conform the text of this Indenture, the Note Guarantees or the Notes to any provision of the section of the Offering Memorandum entitled “Description of Notes” to the extent that such provision in the section of the Offering Memorandum entitled “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture, a Note Guarantee or the Notes; or (8) evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee hereunder pursuant to the requirements hereof; (8) to add a guarantor under this Indenture thereof or to release a guarantor in accordance with the terms of this Indenture; (9) to conform the text of this Indenture, the Guarantee or the Notes to any provision of the “Description of the Notes and the Guarantee” section of the Offering Memorandum to the extent that such provision in such section was intended to be a verbatim recitation of a provision of this Indenture, the Guarantee or the Notes, as provided to the Trustee in an Officer’s Certificate; (10) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, to facilitate the issuance and administration of the Notes; provided that (a) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (b) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (11) to provide for the issuance of Additional Notes in accordance with the terms of this Indenture; or (12) to secure the Notes and/or the related Guarantee. Upon the request of the Issuer accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt accession by the Trustee of to any Notes Document. (b) In formulating its decision on the documents matters described in Section 7.02 hereof (to the extent requested by the Trustee9.01(a), the Trustee shall join with the Issuer be entitled to require and the Guarantor (solely with respect to the Guarantee) in the execution rely absolutely on such evidence as it deems necessary, including Officer’s Certificates and Opinions of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall have the right, but not be obligated to, enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, no Opinion of Counsel shall be required in connection with the addition of a guarantor under this Indenture upon execution and delivery by such guarantor and the Trustee of a supplemental indenture to this IndentureCounsel.

Without Consent of Holders. Notwithstanding Section 9.02 hereof, the Issuer, the Guarantor (with respect to the Guarantee) The Issuer and the Trustee Trustee, together, may amend or supplement this Indenture (including and the Guarantee) Securities without notice to or the Notes without the consent of any HolderSecurityholder: (1) to cure any ambiguity, omission, mistake, defect or inconsistency;inconsistency so long as such change does not adversely affect the rights of any Holders in any material respect; (2) to evidence the succession in accordance with Article 5 hereof of another Person to the Issuer or the Company and the assumption by any such successor of the covenants of the Issuer or the Company herein and in the Securities; (3) to provide for the issuance of Additional Securities in accordance with the provisions set forth in this Indenture or to provide for uncertificated Notes Securities in addition to or in place of certificated Notes; Securities (3provided that the uncertificated Securities are issued in registered form for purposes of Section 163(f) to comply with Section 5.01 hereof;of the Code); (4) to provide for the assumption of the Issuer’s or the Guarantor’s obligations to the Holders by a Successor Person; (5) to make any change that would provide any additional benefit or rights or benefits to the Holders Securityholders or that does not materially adversely affect (as determined in good faith by the Issuer) the legal rights under this Indenture of any such Holder;Holder in any material respect; (65) to add covenants for the benefit of the Holders or to surrender any right or power conferred upon the Issuer or the a Guarantor; (7) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee hereunder pursuant to the requirements hereof; (8) to add a guarantor under this Indenture , or to release a guarantor Guarantor from its obligations and its Guarantee in accordance with the terms of this Indenture;Indenture; or (96) to conform the text any provision of this Indenture, the Guarantee Securities or the Notes Guarantees to any provision the text of the section entitled “Description of the Notes and the Guaranteenotes” section of in the Offering Memorandum Memorandum, to the extent that such provision in such section this Indenture, the Securities or the Guarantees was intended to be a verbatim recitation of a provision of this Indenture, the Guarantee or section entitled “Description of notes” in the Notes, Offering Memorandum as provided certified to the Trustee in an Officer’s Certificate; (10) to make any . For the avoidance of doubt, no amendment to the provisions or deletion of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, to facilitate the issuance and administration any of the Notes; provided that (a) covenants described under Article 4, or action taken in compliance with this Indenture as so amended would not result the covenants in Notes being transferred in violation effect at the time of such action, shall be deemed to impair or affect any rights of any Holder to receive payment of principal of, or premium, if any, or interest on, the Securities Act or any applicable securities law and (b) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (11) to provide institute suit for the issuance of Additional Notes in accordance with the terms of this Indenture; or (12) to secure the Notes and/or the related Guarantee. Upon the request of the Issuer accompanied by a resolution of its Board of Directors authorizing the execution enforcement of any such amended payment on or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof (to the extent requested by the Trustee), the Trustee shall join with the Issuer and the Guarantor (solely with respect to the Guarantee) in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall have the right, but not be obligated to, enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, no Opinion of Counsel shall be required in connection with the addition of a guarantor under this Indenture upon execution and delivery by such guarantor and the Trustee of a supplemental indenture to this IndentureHolder’s Securities.

Without Consent of Holders. (a) Notwithstanding Section 9.02 hereof9.02, the IssuerIssuers, the any Guarantor (with respect to the Guaranteea Guarantee to which it is a party) and the Trustee and the Collateral Agent, as applicable, may amend or supplement this Indenture (including Indenture, any Guarantee, the Guarantee) Notes or the Notes Security Documents without the consent of any Holder: (1) to cure any ambiguity, omission, mistake, defect or inconsistency; (2) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3) to comply with Section 5.01 hereofand Section 4.15; (4) to provide for the assumption of the Issuer’s Issuers’ or the any Guarantor’s obligations to the Holders by a Successor PersonHolders; (5) to make any change that would provide any additional rights or benefits to the Holders or that does not materially adversely affect (as determined in good faith by the IssuerCompany) the legal rights under this Indenture of any such Holder; (6) to add covenants for the benefit of the Holders or to surrender any right or power conferred upon the Issuer Issuers or the any Guarantor; (7) at the Issuer’s election, to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act, if applicable (it being agreed that this Indenture need not be qualified under the Trust Indenture Act); (8) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee hereunder or under the Security Documents of a successor Collateral Agent thereunder, pursuant to the requirements hereofthereof; (8) 9) to add a guarantor Guarantor or co-obligor under this Indenture or to release a guarantor Guarantor in accordance with the terms of this Indenture; (910) to conform the text of this Indenture, the Guarantee Security Documents, Guarantees or the Notes to any provision of the “Description of the Notes and the GuaranteeNotes” section of contained in the Offering Memorandum to the extent that such provision in such section this “Description of the Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Guarantee Security Documents, the Guarantees or the Notes, as provided to the Trustee in an Officer’s Certificate; (1011) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, to facilitate the issuance and administration of the Notes; provided that (a) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (b) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (1112) to provide for the issuance of Additional Notes in accordance with the terms of this Indenture; or; (1213) to secure the Notes and/or the related Guarantee. Guarantees or to confirm and evidence the release, termination, discharge or retaking of any guarantee or Lien with respect to or securing the Notes when such release, termination, discharge or retaking is provided for under this Indenture or the Security Documents; or (14) to provide for the accession of any parties to the Security Documents (and other amendments that are administrative or ministerial in nature) in connection with an incurrence of additional First Lien Obligations or Second Lien Obligations permitted by this Indenture and to provide for an intercreditor agreement with creditors for whom a junior lien on the Collateral is to be granted. (b) Upon the request of the Issuer accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indentureCompany, and upon receipt by the Trustee or the Collateral Agent of the documents described in Section 7.02 hereof (to the extent requested by the Trustee)12.04, the Trustee or the Collateral Agent shall join with the Issuer Company and the Guarantor (solely with respect to the Guarantee) Guarantors in the execution of any amended or supplemental indenture or amendment to the Notes or the Security Documents authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but neither the Trustee nor the Collateral Agent shall have the right, but not be obligated to, to enter into such amended or supplemental indenture amendment that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, no Opinion of Counsel shall be required in connection with the addition of a guarantor under this Indenture upon execution and delivery by such guarantor and the Trustee of a supplemental indenture to this Indenture.

Without Consent of Holders. Notwithstanding Section 9.02 hereof, the Issuer, the Guarantor (with respect to the Guarantee) The Issuer and the Trustee may amend amend, waive or supplement this Indenture (including the Guarantee) or the Notes without the prior notice to or consent of any Holder: (1) to cure any ambiguity, omission, mistake, defect provide for the assumption of the Issuer’s or inconsistencya Guarantor’s obligations to the Holders in accordance with Section 5.01; (2) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3) to comply with Section 5.01 hereofcure any ambiguity, defect or inconsistency; (4) to provide for the assumption of the Issuer’s or the Guarantor’s obligations add any guarantees with respect to the Holders by a Successor PersonNotes, including the Note Guarantees; (5) to make release any change that would provide Guarantor from any additional rights of its obligations under its Note Guarantee or benefits this Indenture (to the Holders or that does not materially adversely affect (as determined in good faith extent permitted by the Issuer) the legal rights under this Indenture of any such HolderIndenture); (6) to comply with any requirement of the SEC in connection with any required qualification of this Indenture under the TIA; (7) to secure the Notes; (8) to provide for the issuance of Additional Notes in accordance with the provisions set forth in this Indenture; (9) to add to the covenants of the Issuer or a Subsidiary for the benefit of the Holders of the Notes or to surrender any right or power conferred upon the Issuer or the Guarantora Subsidiary; (710) to evidence and provide for the acceptance of appointment by a successor trustee with respect to the Notes and appointment under to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of a successor Trustee hereunder pursuant to the requirements hereoftrusts thereunder by more than one trustee; (8) to add a guarantor under this Indenture or to release a guarantor in accordance with the terms of this Indenture; (911) to conform the text of this Indenture, the Guarantee Notes or the Notes Note Guarantees to any provision of the “Description of the Notes and the Guaranteenotes” section of in the Offering Memorandum to the extent that such provision in such section the “Description of notes” was intended to be a verbatim recitation of a provision of this Indenture, the Guarantee Notes or the Notes, as provided to the Trustee in an Officer’s Certificate; (10) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, to facilitate the issuance and administration of the Notes; provided that (a) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (b) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (11) to provide for the issuance of Additional Notes in accordance with the terms of this IndentureNote Guarantees; or (12) to secure make any change that does not materially adversely affect the Notes and/or the related Guarantee. Upon the request of the Issuer accompanied by a resolution of its Board of Directors authorizing the execution rights of any such amended or supplemental indenture, and upon receipt by the Holder hereunder. The Trustee of the documents described in Section 7.02 hereof (is hereby authorized to the extent requested by the Trustee), the Trustee shall join with the Issuer and the Guarantor (solely with respect to the Guarantee) in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that which may be therein contained, but the Trustee shall have the right, but not be obligated to, to enter into any such amended or supplemental indenture that which adversely affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, no Opinion of Counsel shall be required in connection with the addition of a guarantor under this Indenture upon execution and delivery by such guarantor and the Trustee of a supplemental indenture to this Indenture.

Without Consent of Holders. Notwithstanding Section 9.02 hereofThe Company, the Issuer, the Guarantor (with respect to the Guarantee) Subsidiary Guarantors and the Trustee may amend or supplement this Indenture (including the Guarantee) or the Notes without the notice to or consent of any HolderNoteholder: (1) to cure any ambiguity, omission, mistake, defect or inconsistency; (2) to comply with Article Five of this Indenture; (3) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3; provided, however, that the uncertificated Notes are issued in registered form for purposes of Section 163(f) to comply with of the Code or in a manner such that the uncertificated Notes are described in Section 5.01 hereof163(f)(2)(B) of the Code; (4) to provide for the assumption of the Issuer’s or the Guarantor’s obligations add guarantees with respect to the Holders by a Successor PersonNotes, including any Subsidiary Guaranties, or to secure the Notes; (5) to make any change that would provide any additional rights or benefits add to the Holders covenants of the Company or that does not materially adversely affect (as determined in good faith by the Issuer) the legal rights under this Indenture of any such Holder; (6) to add covenants Subsidiary Guarantor for the benefit of the Holders or to surrender any right or power herein conferred upon the Issuer Company or any Subsidiary Guarantor; (6) to make any change that does not adversely affect the Guarantorrights of any Noteholder; (7) to evidence and provide for comply with any requirements of the acceptance and appointment under SEC in connection with qualifying, or maintaining the qualification of, this Indenture of a successor Trustee hereunder pursuant to under the requirements hereofTIA; (8) to add a guarantor under this Indenture or to release a guarantor in accordance with the terms of this Indenture; (9) to conform the text of this Indenture, the Guarantee or the Notes to any provision of the “Description of the Notes and the Guarantee” section of the Offering Memorandum to the extent that such provision in such section was intended to be a verbatim recitation of a provision of this Indenture, the Guarantee or the Notes, as provided to the Trustee in an Officer’s Certificate; (10) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, to facilitate the issuance and administration of the Notes; provided provided, however, that (a) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any other applicable securities law and (b) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (119) to conform the text of this Indenture, the Subsidiary Guaranties or the Notes to any provision set forth in the offering circular, dated December 14, 2005 relating to the Notes, under the heading "Description of Notes" to the extent that such provision as set forth in such offering circular was intended to be a verbatim recitation of a provision in this Indenture, the Subsidiary Guaranties or the Notes; or (10) to provide for the issuance of Additional Notes in accordance with the terms limitations set forth in this Indenture as of the date of this Indenture; or (12) to secure . An amendment under this Section may not make any change that adversely affects the Notes and/or the related Guarantee. Upon the request rights under Article Ten or Twelve of any holder of Senior Indebtedness of the Issuer accompanied by Company or of a resolution Subsidiary Guarantor then outstanding unless the holders of its Board of Directors authorizing the execution of any such amended Senior Indebtedness (or supplemental indenture, and upon receipt by the Trustee of the documents described in their Representative) consent to such change. After an amendment under this Section 7.02 hereof (to the extent requested by the Trustee)becomes effective, the Trustee Company shall join with mail to Noteholders a notice briefly describing such amendment. The failure to give such notice to all Noteholders, or any defect therein, shall not impair or affect the Issuer and the Guarantor (solely with respect to the Guarantee) in the execution validity of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall have the right, but not be obligated to, enter into such amended or supplemental indenture that affects its own rights, duties or immunities an amendment under this Indenture or otherwise. Notwithstanding the foregoing, no Opinion of Counsel shall be required in connection with the addition of a guarantor under this Indenture upon execution and delivery by such guarantor and the Trustee of a supplemental indenture to this IndentureSection.

Without Consent of Holders. Notwithstanding Section 9.02 hereof, the IssuerIssuers, the any Guarantor (with respect to the Guaranteea Guarantee or this Indenture) and the Trustee may amend or supplement this Indenture (including the Guarantee) and any Guarantee or the Notes without the consent of any Holder: (1a) to cure any ambiguity, omission, mistake, defect or inconsistency; (2b) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3c) to comply with Section 5.01 hereof; (4d) to provide for the assumption of the Issuer’s Issuers’ or the any Guarantor’s obligations to the Holders by a Successor PersonHolders; (5e) to make any change that would provide any additional rights or benefits to the Holders or that does not materially adversely affect (as determined in good faith by the Issuer) the legal rights under this Indenture of any such Holder; (6f) to add covenants for the benefit of the Holders or to surrender any right or power conferred upon the Issuer Issuers or the any Guarantor; (7g) to provide for the issuance of Additional Notes in accordance with the terms of this Indenture; (h) modify or amend this Indenture in such a manner to permit the qualification of this Indenture or any supplemental indenture under the Trust Indenture Act; (i) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee or a successor Paying Agent hereunder pursuant to the requirements hereof; (8) j) to add an obligor or a guarantor Guarantor under this Indenture or to release a guarantor Guarantor in accordance with the terms of this Indenture; (9k) to conform the text of this Indenture, Indenture and the Guarantee Guarantees or the Notes to any provision of the “Description of the Notes and the GuaranteeNotes” section of the Offering Memorandum to the extent that such provision in such “Description of the Notes” section was intended to be a verbatim recitation of a provision of this Indenture, the Guarantee or the Notes, Notes as provided to the Trustee in an Officer’s Certificate; (10l) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation to facilitate the issuance and administration of the Notes; provided provided, however, that (a) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (b) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (11m) to provide for make any amendment to the issuance of Additional Notes in accordance with the terms provisions of this IndentureIndenture relating to the transfer or legending of the Notes; or (12n) to secure make any other modifications to the Notes and/or or this Indenture of a formal, minor or technical nature or necessary to correct a manifest error, so long as such modification does not adversely affect the related Guaranteerights of any Holders of the Notes in any material respect. Upon the request of the Issuer Issuers accompanied by a resolution of its the Board of Directors of each Issuer authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section Sections 7.02 and 9.05 hereof (subject to the extent requested by the Trusteelast sentence of Section 9.05), the Trustee shall join with the Issuer Issuers and the Guarantor (solely with respect to the Guarantee) Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall have the right, but not be obligated to, enter into such amended or supplemental indenture that affects its own rights, duties duties, liabilities or immunities under this Indenture or otherwise. Notwithstanding the foregoing, no neither an Opinion of Counsel nor an Officer’s Certificate, nor a board resolution, shall be required in connection with the addition of a guarantor Guarantor under this Indenture upon execution and delivery by such guarantor Guarantor and the Trustee of a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto.

Without Consent of Holders. Notwithstanding Section 9.02 hereof9.2, the IssuerIssuers, the Guarantor (with respect to the Guarantee) Subsidiary Guarantors and the Trustee may amend or supplement this Indenture (including the Guarantee) or the Notes without the consent of any HolderHolder of Notes: (1a) to cure any ambiguity, omission, mistake, defect or inconsistency; (2b) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3) to comply with Section 5.01 hereof; (4c) to provide for the assumption of the Issuer’s Issuers’ or the any Subsidiary Guarantor’s obligations to Holders of Notes in accordance with this Indenture in the Holders by case of a Successor Personmerger or consolidation or sale, assignment, transfer, conveyance or disposal of all or substantially all of the Issuers’ or such Subsidiary Guarantor’s assets in accordance with Sections 5.1 and 5.2; (5d) to make any change that would provide any additional rights or benefits to the Holders of such Notes, to surrender any right or power conferred upon the Issuers or any Subsidiary Guarantor, or to make any change that does not materially adversely affect (as determined in good faith by the Issuer) the legal rights under this Indenture of any such Holder; (6e) to comply with requirements of the Commission in order to effect or maintain the qualification of this Indenture under the TIA; (f) to add covenants for the benefit of the Holders a Subsidiary Guarantor under this Indenture or to surrender any right or power conferred upon release a Subsidiary Guarantor from its Note Guarantee in accordance with the Issuer or the Guarantorprovisions of this Indenture; (7g) to evidence and provide for the acceptance and of appointment under this Indenture of by a successor Trustee hereunder pursuant to the requirements hereofXxxxxxx; (8) to add a guarantor under this Indenture or to release a guarantor in accordance with the terms of this Indenture; (9) to conform the text of this Indenture, the Guarantee or the Notes to any provision of the “Description of the Notes and the Guarantee” section of the Offering Memorandum to the extent that such provision in such section was intended to be a verbatim recitation of a provision of this Indenture, the Guarantee or the Notes, as provided to the Trustee in an Officer’s Certificate; (10) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, to facilitate the issuance and administration of the Notes; provided that (a) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (b) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (11h) to provide for the issuance of Additional Notes in accordance with the terms of this Indenture; or (12i) to secure conform this Indenture, the Note Guarantees or the Notes and/or the related Guarantee. Upon the request to any provision of the Issuer accompanied by a resolution “Description of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee Notes” section of the documents described in Section 7.02 hereof (Offering Memorandum to the extent requested such provision is intended to be a verbatim recitation thereof as evidenced by the Trustee), the Trustee shall join with the Issuer and the Guarantor (solely with respect to the Guarantee) in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall have the right, but not be obligated to, enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, no Opinion of Counsel shall be required in connection with the addition of a guarantor under this Indenture upon execution and delivery by such guarantor and the Trustee of a supplemental indenture to this Indenturean Officer’s Certificate.

Without Consent of Holders. (a) Notwithstanding Section 9.02 hereof9.02, without the consent of any Holder, the IssuerCompany, the Guarantor (with respect to the Guarantee) Guarantors and the Trustee may amend or supplement this Indenture (including the Guarantee) or Indenture, the Notes without and the consent of any HolderNote Guarantees to: (1) to cure any ambiguity, omission, mistake, defect or inconsistency; (2) to provide for the assumption by a successor of the obligations of the Company or any Guarantor under this Indenture, the Notes or the Note Guarantees in accordance with Section 5.01; (3) provide for or facilitate the issuance of uncertificated Notes in addition to or in place of certificated Notes; (3; provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) to comply with Section 5.01 hereofof the Code; (4) to provide for comply with the assumption rules of the Issuer’s or the Guarantor’s obligations to the Holders by a Successor Personany applicable Depositary; (5) to make any change that would provide any additional rights or benefits (i) add Guarantors with respect to the Holders Notes or that does not materially adversely affect (as determined in good faith by the Issuerii) the legal rights release a Guarantor from its obligations under its Note Guarantee or this Indenture in accordance with the applicable provisions of any such Holderthis Indenture; (6) to secure the Notes and the Note Guarantees; (7) add covenants of the Company or its Restricted Subsidiaries or Events of Default for the benefit of Holders or to make changes that would provide additional rights to the Holders Holders, or to surrender any right or power conferred upon the Issuer Company or the any Guarantor; (78) make any change that does not materially adversely affect the legal rights under this Indenture of any Holder; (9) to evidence and provide for the acceptance and of an appointment under this Indenture of a successor Trustee; provided that the successor Trustee hereunder pursuant is otherwise qualified and eligible to the requirements hereof; (8) to add a guarantor act as such under this Indenture or to release a guarantor in accordance with the terms of this Indenture; (910) to conform the text of this Indenture, the Guarantee Notes or the Notes Note Guarantees to any provision of the “"Description of the Notes and the Guarantee” Notes" section of the Offering Memorandum to the extent that such provision in such "Description of Notes" section was intended to be a verbatim recitation of a provision of this Indenture, the Guarantee Notes or the NotesNote Guarantees, as provided to the Trustee set forth in an Officer’s 's Certificate;; or (1011) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted not prohibited by this Indenture, including, without limitation, to facilitate the issuance and administration of the Notes or, if Incurred in compliance with this Indenture, Additional Notes; provided provided, however, that (aA) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act Act, Canadian Securities Legislation or any applicable securities law laws and regulations and (bB) such amendment does not materially and adversely affect the rights of Holders to transfer Notes;. (11b) to provide for the issuance of Additional Notes in accordance with the terms of this Indenture; or (12) to secure the Notes and/or the related Guarantee. Upon the request of the Issuer accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indentureCompany, and upon receipt by the Trustee of the documents described in Section 7.02 hereof (to the extent requested by the Trustee)12.04, the Trustee shall join with the Issuer Company and the Guarantor (solely with respect to the Guarantee) Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall have the right, but not be obligated to, to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing. (c) After an amendment, no Opinion of Counsel shall be required in connection with the addition of a guarantor supplement or waiver under this Indenture upon execution and delivery by Section 9.01 becomes effective, the Company shall send to the Holders of Notes affected thereby a written notice briefly describing the amendment, supplement or waiver. Any failure of the Company to send such guarantor and notice, or any defect therein, shall not, however, in any way impair or affect the Trustee validity of a supplemental indenture to this Indentureany such amendment, supplement or waiver.

Without Consent of Holders. Notwithstanding Section 9.02 hereofThe Issuers, the Issuer, the Guarantor (with respect to the Guarantee) Guarantors and the Trustee may amend or supplement this Indenture (including the Guarantee) or the Notes without notice to or the consent of any HolderNoteholder: (1i) to cure any ambiguity, omission, mistake, defect or inconsistency; (2ii) to evidence the succession of another Person to an Issuer or any Guarantor and the assumption by any such Person of the obligations of such Issuer or such Guarantor, in each case, in accordance with the provisions of Article V; (iii) to add any additional Events of Default; (iv) to add to the covenants of an Issuer or any Guarantor for the benefit of the Holders of the Notes or to surrender any right or power herein conferred upon an Issuer or any Guarantor; (v) to add one or more guarantees for the benefit of Holders of the Notes; (vi) to evidence the release of any Guarantor from its Guarantee of the Notes in accordance with this Indenture; (vii) to add collateral security with respect to the Notes or any Guarantee; (viii) to add or appoint a successor or separate Trustee or other agent; (ix) to provide for the issuance of any Additional Notes; (x) to provide for uncertificated Notes in addition to or in place of certificated Notes; provided, however, that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code); (3) to comply with Section 5.01 hereof; (4) to provide for the assumption of the Issuer’s or the Guarantor’s obligations to the Holders by a Successor Person; (5) to make any change that would provide any additional rights or benefits to the Holders or that does not materially adversely affect (as determined in good faith by the Issuer) the legal rights under this Indenture of any such Holder; (6) to add covenants for the benefit of the Holders or to surrender any right or power conferred upon the Issuer or the Guarantor; (7) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee hereunder pursuant to the requirements hereof; (8) to add a guarantor under this Indenture or to release a guarantor in accordance with the terms of this Indenture; (9xi) to conform the text of this Indenture, the Notes or any Guarantee or the Notes to any provision of the “Description of the Notes and the GuaranteeNotes” section of the Offering Memorandum to the extent that such provision in such section “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Guarantee Notes or the Notes, as provided to the Trustee in an Officer’s CertificateGuarantees; (10xii) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, to facilitate the issuance and administration of the Notes; provided provided, however, that (a) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any other applicable securities law and (b) such amendment does not materially and adversely affect the rights of Holders to transfer Notes;; and (11xiii) to provide for the issuance of Additional Notes in accordance with the terms of this Indenture; or (12) to secure the Notes and/or the related Guarantee. Upon the request of the Issuer accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof (to the extent requested by the Trustee), the Trustee shall join with the Issuer and the Guarantor (solely with respect to the Guarantee) 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 change if the Trustee shall have change does not adversely affect the right, but not be obligated to, enter into such amended or supplemental indenture that affects its own rights, duties or immunities interests of any Noteholder. After an amendment under this Indenture Section 9.1 becomes effective, the Issuers shall mail or otherwiseelectronically deliver or cause to be mailed or electronically delivered to Noteholders a notice briefly describing such amendment. Notwithstanding The failure to give such notice to all Noteholders, or any defect therein, shall not impair or affect the foregoing, no Opinion validity of Counsel shall be required in connection with the addition of a guarantor an amendment under this Indenture upon execution and delivery by such guarantor and the Trustee of a supplemental indenture to this IndentureSection 9.1.

Without Consent of Holders. (a) Notwithstanding Section 9.02 hereof9.02, the IssuerCompany, the Guarantor (with respect to Guarantors, the Guarantee) Trustee and the Trustee may amend or supplement this Indenture (including the Guarantee) or the Notes Collateral Agent, at any time and from time to time, may, without the consent of any HolderHolders, amend or supplement this Indenture, the Notes, the Note Guarantees, the Collateral Documents and the Intercreditor Agreements for any of the following purposes: (1) to cure evidence the succession of another Person to the Company or a Guarantor and the assumption by any ambiguitysuch successor of the covenants of the Company or a Guarantor in this Indenture, omissionthe Notes, mistakethe Note Guarantees, defect or inconsistencythe Collateral Documents and the Intercreditor Agreements in accordance with Section 5.01; (2) to add to the covenants of the Company and its Restricted Subsidiaries for the benefit of the Holders, or to surrender any right or power herein conferred upon the Company or any Guarantor; (3) to add additional Events of Default for the benefit of the Holders; (4) to provide for or facilitate the issuance of uncertificated Notes in addition to or in place of certificated Notes; (3; provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) to comply with Section 5.01 hereof; (4) to provide for the assumption of the Issuer’s Code or in a manner such that the Guarantor’s obligations to uncertificated Notes are described in Section 4701(b)(1)(B) of the Holders by a Successor PersonCode; (5) to make any change that would provide any additional rights or benefits to the Holders or that does not materially adversely affect (as determined in good faith by the Issuer) the legal rights under this Indenture of any such Holder; (6) to add covenants for the benefit of the Holders or to surrender any right or power conferred upon the Issuer or the Guarantor; (7) to evidence and provide for the acceptance and of appointment under this Indenture of by a successor Trustee hereunder pursuant or Collateral Agent; provided that the successor Trustee or Collateral Agent is otherwise qualified and eligible to act as such under the requirements hereofterms of this Indenture; (6) to add a Guarantor or to release a Guarantor or modify a Note Guarantee, in each case in accordance with this Indenture; (7) to add additional assets as Collateral or grant any Lien in favor of the Collateral Agent to secure the Notes and the Note Guarantees; (8) to add a guarantor under this Indenture confirm and evidence the release, termination or discharge any Lien with respect to release a guarantor or securing the Notes or the Note Guarantees in accordance with the terms of this Indenture, the Collateral Documents or the Intercreditor Agreements; (9) to conform the text of cure any ambiguity, defect, omission, mistake or inconsistency; (10) to make any other changes or provisions with respect to matters or questions arising under this Indenture, the Guarantee or Notes, the Notes Note Guarantees, the Collateral Documents and the Intercreditor Agreements; provided that such actions pursuant to any provision this clause (10) shall not adversely affect the interests of the “Description of the Notes and the Guarantee” section of the Offering Memorandum to the extent that such provision Holders in such section was intended to be a verbatim recitation of a provision of this Indenture, the Guarantee or the Notes, as provided to the Trustee in an Officer’s Certificateany material respect; (1011) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, including to facilitate the issuance and administration of the Notes; provided provided, however, that (aA) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (bB) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (1112) to provide for the issuance of Additional Notes in accordance comply with the terms rules of this Indentureany applicable depositary; (13) to make any change in order to maintain the transferability of the Notes pursuant to Rule 144A or Regulation S or to institutional accredited investors; or (1214) to secure facilitate the issuance, transfer and administration of PIK Notes, including to make appropriate amendments to this Indenture to reflect an appropriate minimum denomination of certificated PIK Notes and establish minimum redemption amounts for certificated PIK Notes. (b) In addition, the Holders will be deemed to have consented for purposes of the Collateral Documents and the Intercreditor Agreements to any of the following amendments, waivers and other modifications to the Collateral Documents and the Intercreditor Agreements: (1) (A) to add other parties (or any authorized agent thereof or trustee therefor) holding Pari Passu Lien Obligations that are Incurred in compliance with this Indenture and the Collateral Documents, (B) to establish that the Liens on any Collateral securing such Pari Passu Lien Obligations shall rank equally under the Pari Passu Intercreditor Agreement with the Liens on such Collateral securing the obligations under this Indenture, the Notes and/or and the related GuaranteeNote Guarantees and (C) to establish that the Liens on any Collateral securing such Pari Passu Lien Obligations shall rank junior to the Liens on such Collateral securing any First Priority Lien Obligations, all on the terms provided for in the First/Second Lien Intercreditor Agreement as in effect immediately prior to such amendment; (2) (A) to add other parties (or any authorized agent thereof or trustee therefor) holding First Priority Lien Obligations that are incurred in compliance with this Indenture and the Collateral Documents and (B) to establish that the Liens on any Collateral securing such First Priority Lien Obligations shall rank senior to the Liens on such Collateral securing any obligations under this Indenture, the Notes and the Note Guarantees, all on the terms provided for in the First/Second Lien Intercreditor Agreement as in effect immediately prior to such amendment; (3) to establish that the Liens on any Collateral securing any Indebtedness replacing the Senior Credit Facilities permitted to be Incurred under Section 4.09 that represent First Priority Lien Obligations shall be senior to the Liens on such Collateral securing any obligations under this Indenture, the Notes and the Note Guarantees, which obligations shall continue to be secured on a second-priority basis on the Collateral; and (4) upon any cancellation or termination of the Senior Credit Facilities and all other First Priority Lien Obligations without a replacement thereof, to establish that the Collateral securing the Notes and the Note Guarantees shall become first priority Collateral. Any such additional party and the Trustee and the Collateral Agent shall be entitled to rely upon an Officers’ Certificate certifying that such Debt was Incurred in compliance with this Indenture, the Collateral Documents and the Intercreditor Agreements, and no Opinion of Counsel shall be required in connection therewith. (c) Upon the request of the Issuer accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indentureCompany, and upon receipt by the Trustee and the Collateral Agent of the documents described in Sections 9.05 and 13.03 and, if applicable, Section 7.02 hereof (to the extent requested by the Trustee9.01(b), the Trustee and the Collateral Agent, as applicable, shall join with the Issuer Company and the Guarantor (solely with respect to the Guarantee) Guarantors in the execution of any amended amendment or supplemental indenture supplement to this Indenture, the Notes, the Note Guarantees, the Collateral Documents and the Intercreditor Agreements authorized or 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 have the right, but not be obligated to, to enter into any such amended amendment or supplemental indenture supplement that affects its own rights, duties or immunities under this Indenture Indenture, the Notes, the Note Guarantees, the Collateral Documents, the Intercreditor Agreements or otherwise. Notwithstanding the foregoing, no Opinion of Counsel shall be required in connection with the addition of a guarantor Guarantor under this Indenture upon execution and delivery by such guarantor Guarantor and the Trustee of a supplemental indenture to this Indenture, the form of which is attached as Exhibit C, and delivery of an Officers’ Certificate, except as provided in Section 5.01(c). (d) For the avoidance of doubt, the Trustee and the Collateral Agent shall not be responsible for making any determination as to whether or not the consent of Holders is required in connection with any amendment, supplement or waiver of any provision of this Indenture, the Notes, the Note Guarantees, the Collateral Documents or the Intercreditor Agreements.

Without Consent of Holders. Notwithstanding Section 9.02 hereof, the (a) The Issuer, when authorized by a resolution of its Board of Directors (as evidenced by the Guarantor (with respect delivery of such resolutions to the Guarantee) Trustee), and the Trustee (as applicable and to the extent each is a party to the relevant document) may modify, amend or supplement this Indenture (including the Guarantee) or and the Notes without the notice to or consent of any Holder: (1i) to cure evidence the succession of another Person to the Issuer and the assumption by any ambiguity, omission, mistake, defect or inconsistency; (2) to provide for uncertificated Notes such successor of the covenants of the Issuer herein and in addition to or in place of certificated the Notes; (3) to comply with Section 5.01 hereof; (4) to provide for the assumption of the Issuer’s or the Guarantor’s obligations to the Holders by a Successor Person; (5) to make any change that would provide any additional rights or benefits to the Holders or that does not materially adversely affect (as determined in good faith by the Issuer) the legal rights under this Indenture of any such Holder; (6ii) to add to the covenants of the Issuer for the benefit of the Holders of the Notes or to surrender any right or power herein conferred upon the Issuer or the GuarantorIssuer; (7iii) to evidence and provide for the acceptance and appointment under this Indenture add any additional Events of a successor Trustee hereunder pursuant to the requirements hereofDefault; (8) iv) to add a guarantor under this Indenture to or to release a guarantor in accordance with the terms change any of this Indenture; (9) to conform the text of this Indenture, the Guarantee or the Notes to any provision of the “Description of the Notes and the Guarantee” section of the Offering Memorandum to the extent that such provision in such section was intended to be a verbatim recitation of a provision of this Indenture, the Guarantee or the Notes, as provided to the Trustee in an Officer’s Certificate; (10) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes such extent as permitted by this Indenture, including, shall be necessary to permit or facilitate the issuance and administration of the Notes; provided that (a) compliance Notes in bearer form, registrable or not registrable as to principal, and with this Indenture as so amended would not result in Notes being transferred in violation or without interest coupons, or to permit or facilitate the issuance of the Securities Act or any applicable securities law and (b) such amendment does not materially and adversely affect the rights of Holders to transfer NotesNotes in uncertificated form; (11v) to provide for the issuance of Additional Notes in accordance with the terms limitations set forth in this Indenture as of the Issue Date; (vi) to evidence and provide the acceptance of the appointment of a successor Trustee under this Indenture; (vii) to secure the Notes; (viii) to provide for a Guarantee from a third party on outstanding Notes and the Notes that may be issued under this Indenture; (ix) to supplement any of the provisions of this IndentureIndenture to the extent necessary to permit or facilitate the defeasance and discharge of the Notes under this Indenture if doing so does not adversely affect the interests of the Holders of the Notes in any material respect; (x) to cure any ambiguity, omission, error, defect or inconsistency; (xi) to conform the text of this Indenture or the Notes to any provision of the section entitled “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 or the Notes; or (12xii) to secure the Notes and/or the related Guarantee. Upon the request of the Issuer accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof (to the extent requested by the Trustee), the Trustee shall join with the Issuer and the Guarantor (solely with respect to the Guarantee) in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall have the right, but not be obligated to, enter into such amended other provisions regarding matters or supplemental indenture that affects its own rights, duties or immunities questions arising under this Indenture if doing so does not adversely affect the interests of the Holders of Notes in any material respect. (b) The consent of the Holders of Notes shall not be necessary under this Section 9.01 to approve the particular form of any proposed amendment, waiver or otherwise. Notwithstanding the foregoingconsent, no Opinion of Counsel but it shall be required in connection with sufficient if such consent shall approve the addition of a guarantor under this Indenture upon execution and delivery by such guarantor and the Trustee of a supplemental indenture to this Indenturesubstance thereof.

Without Consent of Holders. Notwithstanding Section 9.02 hereofThe Company, the IssuerSubsidiary Guarantors, the Guarantor (with respect to the Guarantee) Trustee and the Collateral Trustee may amend any of the Note Documents without notice to or supplement this Indenture (including the Guarantee) or the Notes without the consent of any HolderSecurityholder: (1) to cure any ambiguity, omission, mistake, defect or inconsistency; (2) to provide for the assumption by a successor corporation of the obligations of the Company or the Subsidiary Guarantors under this Indenture or the other Note Documents as provided in Article 5; (3) to provide for uncertificated Notes Securities in addition to or in place of certificated Notes; (3Securities; provided, however, that the uncertificated Securities are issued in registered form for purposes of Section 163(f) to comply with Section 5.01 hereofof the Code; (4) to provide for the assumption of the Issuer’s add guarantees or the Guarantor’s obligations Collateral with respect to the Holders by a Successor PersonSecurities (including any Subsidiary Guarantee), or release guarantees or Collateral with respect to the Securities (including any Subsidiary Guarantee) in the manner provided in this Indenture and the other Note Documents; (5) to make any change that would provide any additional rights or benefits with respect to the Holders Note Documents establishing Parity Liens, as provided in the Intercreditor Agreement or that does not materially adversely affect (as determined in good faith by the Issuer) the legal rights under this Indenture of any such HolderCollateral Trust Agreement; (6) to provide for the issuance of Additional Securities (in accordance with the limitations set forth in this Indenture); (7) to add to the covenants of the Company for the benefit of the Holders or to surrender any right or power herein conferred upon the Issuer Company or the any Subsidiary Guarantor; (7) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee hereunder pursuant to the requirements hereof; (8) to add a guarantor make any change that does not adversely affect the rights of any Holder under any Note Document in any material respect; provided, however, that any change to this Indenture or to release a guarantor in accordance with conform it to the terms Description of this Indenturethe Notes shall not be deemed to adversely affect such rights; (9) to make, complete or confirm any grant of Collateral permitted or required by this Indenture or any of the Note Documents establishing Parity Liens; or (10) to conform the text of this Indenture, the Guarantee Subsidiary Guarantees or the Notes other Note Documents (a) to any provision of in the “Description of the Notes and the Guarantee” section of the Offering Memorandum to the extent that such text constitutes an unintended conflict with, or is inconsistent with, the description of the corresponding provision in such section was intended to be a verbatim recitation of a provision of this Indenture, the Guarantee or the Notes, as provided to the Trustee in an Officer’s Certificate; (10) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, to facilitate the issuance and administration Description of the Notes; provided that (a) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (b) as may be necessary or advisable to preserve and confirm the relative priorities of the Secured Debt Documents as such priorities are contemplated by and set forth in the Intercreditor Agreement, in each case as described in an Officers’ Certificate. In addition, the Intercreditor Agreement and the Collateral Trust Agreement may be amended in accordance with their terms and without the consent of any Holder, the Trustee or the Collateral Trustee with the consent of the parties thereto or otherwise in accordance with their terms, including to add additional Indebtedness as Priority Lien Debt, Parity Lien Debt or Junior Lien Debt and add other parties (or any authorized agent thereof or trustee therefor) holding such Indebtedness thereto and to establish that the Liens on any Collateral securing such Indebtedness shall rank equally with (or junior to) the Liens on such Collateral securing the other Priority Lien Debt, Parity Lien Debt or Junior Lien Debt, as applicable, then outstanding, in each case to the extent permitted by the applicable Secured Debt Documents. After an amendment does not materially and adversely affect under this Section becomes effective, the rights of Holders to transfer Notes; (11) to provide for the issuance of Additional Notes Company shall mail or otherwise deliver in accordance with the terms applicable procedures of this Indenture; or (12) DTC to secure Securityholders a notice briefly describing such amendment. The failure to give such notice to all Securityholders, or any defect therein, shall not impair or affect the Notes and/or the related Guarantee. Upon the request validity of the Issuer accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof (to the extent requested by the Trustee), the Trustee shall join with the Issuer and the Guarantor (solely with respect to the Guarantee) in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall have the right, but not be obligated to, enter into such amended or supplemental indenture that affects its own rights, duties or immunities an amendment under this Indenture or otherwise. Notwithstanding the foregoing, no Opinion of Counsel shall be required in connection with the addition of a guarantor under this Indenture upon execution and delivery by such guarantor and the Trustee of a supplemental indenture to this IndentureSection.

Without Consent of Holders. Notwithstanding Section 9.02 hereof(a) The Parent, the IssuerIssuers, the Guarantor (with respect to the Guarantee) Guarantors and the Trustee Trustee, together, may amend or supplement this Indenture (including Indenture, the Guarantee) Notes or the Notes Guarantees without the notice to or consent of any Holder: (1) to cure any ambiguity, omission, mistake, defect or inconsistency; (2) to provide for the assumption by a successor corporation of the obligations of the Parent, the Issuers or any Subsidiary Guarantor under this Indenture; (3) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3) to comply with Section 5.01 hereof; (4) to provide for the assumption of the Issuer’s or the Guarantor’s obligations add Guarantees with respect to the Holders by a Successor PersonNotes or to secure the Notes; (5) to make any change that would provide any additional rights or benefits add to the Holders covenants of the Parent, the Issuers or that does not materially adversely affect (as determined in good faith by the Issuer) the legal rights under this Indenture of any such Holder; (6) to add covenants a Restricted Subsidiary for the benefit of the Holders or to surrender any right or power conferred upon the Issuer Parent, the Issuers or a Restricted Subsidiary; (6) to make any change that does not adversely affect the Guarantorrights of any Holder, as evidenced by an Officer’s Certificate delivered to the Trustee (upon which it may fully rely); (7) to evidence and provide for comply with any requirement of the acceptance and appointment under SEC in order to effect or maintain the qualification of this Indenture of a successor Trustee hereunder pursuant to under the requirements hereofTrust Indenture Act; (8) to add a guarantor under this Indenture or to release a guarantor in accordance with the terms of this Indenture; (9) to conform the text of this Indenture, the Guarantee or the Notes to any provision of the “Description of the Notes and the Guarantee” section of the Offering Memorandum to the extent that such provision in such section was intended to be a verbatim recitation of a provision of this Indenture, the Guarantee or the Notes, as provided to the Trustee in an Officer’s Certificate; (10) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, to facilitate the issuance and administration of the Notes; provided provided, however, that (a) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any other applicable securities law and (b) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (9) to conform the text of this Indenture or the Guarantees or the Notes to any provision of the “Description of notes” section of the Prospectus; to the extent that such provision in the “Description of notes” section of the Prospectus was intended to be a substantially verbatim recitation of a provision of this Indenture or the Guarantees or the Notes, as evidenced by an Officer’s Certificate delivered to the Trustee (upon which it may fully rely); (10) evidence and provide for the acceptance of appointment by a successor trustee, provided that the successor trustee is otherwise qualified and eligible to act as such under the terms of this Indenture; (11) provide for a reduction in the minimum denominations of the Notes; (12) comply with the rules of any applicable securities depositary; or (13) to provide for the issuance of Additional Notes and related guarantees in accordance with the terms of this Indenture; or (12) to secure the Notes and/or the related Guarantee. Upon the request of the Issuer accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described limitations set forth in Section 7.02 hereof (to the extent requested by the Trustee), the Trustee shall join with the Issuer and the Guarantor (solely with respect to the Guarantee) in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall have the right, but not be obligated to, enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, no Opinion of Counsel shall be required in connection with the addition of a guarantor under this Indenture upon execution and delivery by such guarantor and the Trustee of a supplemental indenture to this Indenture.

Without Consent of Holders. Notwithstanding Section 9.02 hereof, the Issuer, the Guarantor (with respect to the Guarantee) The Issuer and the Trustee may amend amend, waive or supplement this Indenture (including Indenture, the Guarantee) Note Guarantees or the Notes without the prior notice to or consent of any Holder: (1) to cure any ambiguity, omission, mistake, defect provide for the assumption of the Issuer’s or inconsistencya Guarantor’s obligations to the Holders in accordance with Section 5.01; (2) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3) to comply with Section 5.01 hereofcure any ambiguity, defect or inconsistency; (4) to provide for the assumption of the Issuer’s or the Guarantor’s obligations add any guarantees with respect to the Holders by a Successor PersonNotes, including the Note Guarantees; (5) to make release any change that would provide Guarantor from any additional rights of its obligations under its Note Guarantee or benefits this Indenture (to the Holders or that does not materially adversely affect (as determined in good faith extent permitted by the Issuer) the legal rights under this Indenture of any such HolderIndenture); (6) to comply with any requirement of the SEC in connection with any required qualification of this Indenture under the TIA; (7) to secure the Notes; (8) to provide for the issuance of Additional Notes in accordance with the provisions set forth in this Indenture; (9) to add to the covenants of the Issuer or a Restricted Subsidiary for the benefit of the Holders of the Notes or to surrender any right or power conferred upon the Issuer or the Guarantora Restricted Subsidiary; (710) to evidence and provide for the acceptance of appointment by a successor trustee with respect to the Notes and appointment under to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of a successor Trustee hereunder pursuant to the requirements hereoftrusts thereunder by more than one trustee; (8) to add a guarantor under this Indenture or to release a guarantor in accordance with the terms of this Indenture; (911) to conform the text of this Indenture, the Guarantee Notes or the Notes Note Guarantees to any provision of the “Description of the Notes and the Guaranteenotes” section of in the Offering Memorandum to the extent that such provision in such section the “Description of notes” was intended to be a verbatim recitation of a provision of this Indenture, the Guarantee Notes or the Notes, as provided to the Trustee in an Officer’s Certificate; (10) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, to facilitate the issuance and administration of the Notes; provided that (a) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (b) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (11) to provide for the issuance of Additional Notes in accordance with the terms of this IndentureNote Guarantees; or (12) to secure make any change that does not materially adversely affect the Notes and/or the related Guarantee. Upon the request of the Issuer accompanied by a resolution of its Board of Directors authorizing the execution rights of any such amended or supplemental indenture, and upon receipt by the Holder hereunder. The Trustee of the documents described in Section 7.02 hereof (is hereby authorized to the extent requested by the Trustee), the Trustee shall join with the Issuer and the Guarantor (solely with respect to the Guarantee) in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that which may be therein contained, but the Trustee shall have the right, but not be obligated to, to enter into any such amended or supplemental indenture that which adversely affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, no Opinion of Counsel shall be required in connection with the addition of a guarantor under this Indenture upon execution and delivery by such guarantor and the Trustee of a supplemental indenture to this Indenture.

Without Consent of Holders. Notwithstanding Section 9.02 hereofof this Indenture, the Issuer, the Guarantor (with respect to the Guarantee) Company and the Trustee may amend or supplement this Indenture (including the Guarantee) or the Notes without the consent of any HolderHolder of a Note: (1a) to cure any ambiguity, omission, mistake, defect or inconsistency; (2b) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3) to comply with Section 5.01 hereof; (4c) to provide for the assumption of the IssuerCompany’s or the any Guarantor’s obligations to the Holders by of the Notes in the case of a Successor Personmerger, consolidation or sale of assets; (5d) to provide security for the Notes; (e) to add a Guarantor under this Indenture; (f) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not materially adversely affect (as determined in good faith by the Issuer) the legal rights under this Indenture hereunder of any such HolderHolder of the Notes in any material respect; (6g) to add covenants for the benefit comply with requirements of the Holders Commission in order to effect or maintain the qualification of this Indenture under the TIA, to surrender any right or power conferred upon the Issuer or the Guarantorextent applicable; (7) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee hereunder pursuant to the requirements hereof; (8) to add a guarantor under this Indenture or to release a guarantor in accordance with the terms of this Indenture; (9h) to conform the text of this Indenture, the Guarantee Subsidiary Guarantees or the Notes to any provision of section entitled the “Description of Notes” contained in the Notes and final offering memorandum, dated August 5, 2013, relating to the Guarantee” section of the Offering Memorandum Notes, to the extent that such provision in such the section entitled “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Guarantee Subsidiary Guarantees or the Notes, as provided to the Trustee in an Officer’s Certificate; (10i) to comply with the rules of any applicable securities depositary; or (j) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, to facilitate the issuance and administration of the Notes; , provided that (ai) compliance with this Indenture as so amended would not result in the 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 the Notes; (11k) to provide for the issuance of Additional Notes a successor trustee in accordance with the terms of this Indenture; or (12l) to secure provide for the issuance of Additional Notes and/or and Subsidiary Guarantees in accordance with the related Guaranteelimitations in this Indenture as set forth in this Indenture. Upon the written request of the Issuer accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indentureCompany, and upon receipt by the Trustee of the documents described an Officers’ Certificate and an Opinion of Counsel in compliance with Section 7.02 hereof (to the extent requested by the Trustee)13.03 hereof, the Trustee shall join with the Issuer Company and the Guarantor (solely with respect to the Guarantee) Guarantors in the execution of any amended amendment or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall have the right, but not be obligated to, to enter into any such amended amendment or supplemental indenture that adversely affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding The consent of the foregoing, no Opinion Holders of Counsel shall be required in connection with the addition of a guarantor Notes is not necessary under this Indenture upon execution and delivery by to approve the particular form of any proposed amendment. It is sufficient if such guarantor and consent approves the Trustee substance of the proposed amendment. After an amendment, supplement or waiver under this Section 9.01 becomes effective, the Company shall mail to the Holders of each Note affected thereby a supplemental indenture to this Indenturenotice briefly describing the amendment, supplement or waiver.

Without Consent of Holders. Notwithstanding Section 9.02 hereof, the Issuer, the Guarantor (with respect to the Guarantee) The Issuer and the Trustee may amend amend, waive or supplement this Indenture (including Indenture, the Guarantee) Note Guarantees or the Notes without the prior notice to or consent of any Holder: (1) to cure any ambiguity, omission, mistake, defect provide for the assumption of the Issuer’s or inconsistencya Guarantor’s obligations to the Holders in accordance with Section 5.01; (2) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3) to comply with Section 5.01 hereofcure any ambiguity, defect or inconsistency; (4) to provide for the assumption of the Issuer’s or the Guarantor’s obligations add any guarantees with respect to the Holders by a Successor PersonNotes, including the Note Guarantees; (5) to make release any change that would provide Guarantor from any additional rights of its obligations under its Note Guarantee or benefits this Indenture (to the Holders or that does not materially adversely affect (as determined in good faith extent permitted by the Issuer) the legal rights under this Indenture of any such HolderIndenture); (6) to maintain the qualification of this Indenture under the TIA; (7) to secure the Notes; (8) to provide for the issuance of Additional Notes in accordance with the provisions set forth in this Indenture; (9) to add to the covenants of the Issuer or a Restricted Subsidiary for the benefit of the Holders of the Notes or to surrender any right or power conferred upon the Issuer or the Guarantora Restricted Subsidiary; (710) to evidence and provide for the acceptance of appointment by a successor trustee with respect to the Notes and appointment under to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of a successor Trustee hereunder pursuant to the requirements hereoftrusts thereunder by more than one trustee; (8) to add a guarantor under this Indenture or to release a guarantor in accordance with the terms of this Indenture; (911) to conform the text of this Indenture, the Guarantee Notes or the Notes Note Guarantees to any provision of the “Description of the Notes and the GuaranteeNew Match Notes” section of in the Offering Memorandum to the extent that such provision in such section the “Description of the New Match Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Guarantee Notes or the Notes, as provided to the Trustee in an Officer’s Certificate; (10) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, to facilitate the issuance and administration of the Notes; provided that (a) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (b) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (11) to provide for the issuance of Additional Notes in accordance with the terms of this IndentureNote Guarantees; or (12) to secure make any change that does not materially adversely affect the Notes and/or the related Guarantee. Upon the request of the Issuer accompanied by a resolution of its Board of Directors authorizing the execution rights of any such amended or supplemental indenture, and upon receipt by the Holder hereunder. The Trustee of the documents described in Section 7.02 hereof (is hereby authorized to the extent requested by the Trustee), the Trustee shall join with the Issuer and the Guarantor (solely with respect to the Guarantee) Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that which may be therein contained, but the Trustee shall have the right, but not be obligated to, to enter into any such amended or supplemental indenture that which adversely affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, no Opinion of Counsel shall be required in connection with the addition of a guarantor under this Indenture upon execution and delivery by such guarantor and the Trustee of a supplemental indenture to this Indenture.

Without Consent of Holders. Notwithstanding Section 9.02 hereofThe Company, the Issuer, the Guarantor (with respect to the Guarantee) Guarantors and the Trustee may amend or supplement this Indenture (including the Guarantee) or the Notes without the notice to or consent of any HolderNoteholder: (1) to cure any ambiguity, omission, mistake, defect or inconsistency; (2) to provide for the assumption by a Successor Company of the Obligations of the Company or any Guarantor under this Indenture pursuant to Article 5; (3) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3; PROVIDED, HOWEVER, that the uncertificated Notes are issued in registered form for purposes of Section 163(f) to comply with of the Code, or in a manner such that the uncertificated Notes are described in Section 5.01 hereof163(f)(2)(B) of the Code; (4) to provide for the assumption of the Issuer’s or the Guarantor’s obligations add guarantees with respect to the Holders by a Successor PersonNotes, including any Guaranties, or to secure the Notes; (5) to make any change that would provide any additional rights or benefits add to the Holders covenants of the Company or that does not materially adversely affect (as determined in good faith by the Issuer) the legal rights under this Indenture of any such Holder; (6) to add covenants Guarantor for the benefit of the Holders or to surrender any right or power herein conferred upon the Issuer Company or any Guarantor; (6) to make any change that does not adversely affect the Guarantorrights of any Noteholder; (7) to evidence and provide for comply with any requirements of the acceptance and appointment under SEC in connection with qualifying, or maintaining the qualification of, this Indenture of a successor Trustee hereunder pursuant to under the requirements hereofTIA; (8) to add a guarantor under this Indenture or to evidence the release a guarantor in accordance with the terms of this Indenture; (9) to conform the text of this Indenture, the Guarantee or the Notes to any provision of the “Description of the Notes and the Guarantee” section of the Offering Memorandum to the extent that such provision in such section was intended to be a verbatim recitation of a provision of this Indenture, the Guarantee or the Notes, as provided Guarantor pursuant to the Trustee in an Officer’s Certificate; (10) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, to facilitate the issuance and administration of the Notes; provided that (a) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (b) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (11) to provide for the issuance of Additional Notes in accordance with the terms of this Indenture; or (129) to secure evidence the issuance of Additional Notes and/or pursuant to and in compliance with Section 2.13. However, an amendment under this Section 9.01 may not make any change that adversely affects the related Guarantee. Upon the request rights under Article 10 or Article 12 of any holder of Senior Indebtedness of the Issuer accompanied by Company or of a resolution Guarantor then outstanding unless such holder of such Senior Indebtedness (or its Board of Directors authorizing the execution of any Representative) consents to such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in change. After an amendment under this Section 7.02 hereof (to the extent requested by the Trustee)9.01 becomes effective, the Trustee Company shall join with mail to Noteholders a notice briefly describing such amendment. The failure to give such notice to all Noteholders, or any defect therein, shall not impair or affect the Issuer and the Guarantor (solely with respect to the Guarantee) in the execution validity of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall have the right, but not be obligated to, enter into such amended or supplemental indenture that affects its own rights, duties or immunities an amendment under this Indenture or otherwise. Notwithstanding the foregoing, no Opinion of Counsel shall be required in connection with the addition of a guarantor under this Indenture upon execution and delivery by such guarantor and the Trustee of a supplemental indenture to this IndentureSection 9.01.

Without Consent of Holders. Notwithstanding Section 9.02 hereof, the IssuerIssuers (and, prior to the Escrow Release Date, the Escrow Issuers), any Guarantor (with respect to the Guaranteea Guarantee or this Indenture) and the Trustee (and any other agents party thereto (to the extent applicable)), as the case may be, may amend or supplement this Indenture (including Indenture, the Guarantee) Notes, any Guarantee or the Notes Escrow Agreement without the consent of any Holder: (1a) to cure any ambiguity, omission, mistake, defect or inconsistency; (2b) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3c) to comply with Section 5.01 hereof; (4d) to provide for the assumption of the Issuer’s Issuers’ or the any Guarantor’s obligations to the Holders by a Successor PersonHolders; (5e) to make any change that would provide any additional rights or benefits to the Holders or that does not materially adversely affect (as determined in good faith by the Issuer) the legal rights under this Indenture of any such Holder; (6f) to add or modify covenants for the benefit of the Holders or to surrender any right or power conferred upon the Issuer Issuers (and, prior to the Escrow Release Date, the Escrow Issuers) or the any Guarantor; (7g) to provide for the issuance of Additional Notes in accordance with the terms of this Indenture; (h) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee or a successor Paying Agent hereunder (or any other applicable agent) pursuant to the requirements hereof; (8) i) to add an obligor or a guarantor Guarantor under this Indenture or to release an obligor or a guarantor Guarantor in accordance with the terms of this Indenture; (9j) to conform the text of this Indenture, the Guarantee Guarantees or the Notes to any provision of the “Description of the Notes and the GuaranteeNotes” section of the Offering Memorandum to the extent that such provision in such section was intended to be a verbatim recitation of a provision of this Indenture, the Guarantee or the Notes, as provided to the Trustee in an Officer’s CertificateMemorandum; (10k) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation to facilitate the issuance and administration of the Notes; provided provided, however, that (a) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (b) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (11) to provide for the issuance of Additional Notes in accordance with the terms of this Indenture; or (12l) to secure the Notes and/or the related Guarantee. Guarantees or to add collateral thereto; (m) to release and discharge any Lien securing the Notes when permitted or required by the Indenture (including pursuant to Section 4.12(b); (n) to comply with the rules of any applicable securities depositary; and (o) to make any other modifications to the Notes or the Indenture of a formal, minor or technical nature or necessary to correct a manifest error, so long as such modification does not adversely affect the rights of any Holders in any material respect; Upon the request of the Issuer accompanied by a resolution of its Board of Directors authorizing Issuers (and, prior to the execution of any such amended or supplemental indentureEscrow Release Date, the Escrow Issuers) and upon receipt by the Trustee of the documents described in Section 7.02 hereof (to the extent requested by the TrusteeTrustee and subject to the last sentence of Section 9.06), the Trustee shall join with the Issuer Issuers or the Escrow Issuers, as applicable, and the Guarantor (solely with respect to the Guarantee) Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall have the right, but not be obligated to, enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, (i) no Opinion of Counsel related to conditions precedent shall be required in connection with the Assumption upon execution and delivery by each of the Issuers, each Initial Guarantor and the Trustee of a supplemental indenture to this Indenture, the form of which is attached hereto as Exhibit D-1 hereto (provided, however, that the Trustee shall be entitled to receive an Opinion of Counsel stating that such supplemental indenture is the legal, valid and binding obligation of the Issuer and any Guarantors party thereto, enforceable against them in accordance with its terms, subject to customary exceptions) and (ii) neither an Opinion of Counsel nor an Officer’s Certificate, nor a board resolution, shall be required in connection with the addition of a guarantor Guarantor under this Indenture upon execution and delivery by such guarantor Guarantor and the Trustee of a supplemental indenture to this Indenture, the form of which is attached as Exhibit D-2 hereto.