Common use of Without Consent of Noteholders Clause in Contracts

Without Consent of Noteholders. Notwithstanding Section 8.02, the Issuers and Trustee may modify and amend this Indenture, the Notes or the Note Guarantees without the consent of any Holder for any of the following purposes: (1) to cure any ambiguity, defect or inconsistency; (2) to provide for uncertificated Notes in addition to or in place of Physical Notes; (3) to provide for the assumption of an Issuer’s or any Guarantor’s obligations to the Holders in the case of a merger or consolidation or sale of all or substantially all of such Issuer’s or such Guarantor’s assets; (4) to secure the Notes; (5) to add any Guarantor or release any Guarantor from its Note Guarantee if such release is in accordance with the terms of this Indenture; (6) to confirm and evidence the release, termination or discharge of any Guarantor and Note Guarantee when such release, termination or discharge is permitted elsewhere in this Indenture; (7) to add to the covenants of the Issuers and the Guarantors for the benefit of the Holders of the Notes or to surrender any right or power conferred upon the Issuers and the Guarantors; (8) to provide for or confirm the issuance of Exchange Notes and Additional Notes; (9) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the rights under this Indenture of any Holder in any material respect; or (10) to comply with requirements of the Commission in order to effect or maintain the qualification of this Indenture under the TIA.

Without Consent of Noteholders. Notwithstanding Section 8.02, the Issuers Issuer, the Guarantors and the Trustee may modify and amend or supplement this Indenture, the Notes or the Note Guarantees without the consent of any Holder for any of the following purposes: (1) to cure any ambiguity, omission, defect or inconsistency; (2) to provide for uncertificated Notes in addition to or in place of Physical Notes; (3) to provide for the assumption of an the Issuer’s or any Guarantor’s obligations to the Holders in the case of a merger or consolidation or sale of all or substantially all of such the Issuer’s or such Guarantor’s assets; (4) to secure the Notes; (5) to add any Guarantor or release any Guarantor from its Note Guarantee if such release is in accordance with the terms of this Indenture; (6) to confirm and evidence conform the release, termination or discharge text of any Guarantor and Note Guarantee when such release, termination or discharge is permitted elsewhere in this Indenture, the Notes, or the Note Guarantees to any provision of the “Description of the Notes” set forth in the Offering Memorandum to the extent that such provision in the “Description of the Notes” set forth in the Offering Memorandum was intended to be a verbatim recitation of a provision of this Indenture, the Notes, or the Note Guarantees, which intent may be evidenced by an Officer’s Certificate to that effect; (7) to add to provide for the covenants issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the Issuers and the Guarantors for the benefit of the Holders of the Notes or to surrender any right or power conferred upon the Issuers and the Guarantorsdate hereof; (8) to provide for or confirm the issuance of Exchange Notes and Additional Notes; (9) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the rights under this Indenture of any Holder in any material respect; or (109) to comply with requirements of the Commission in order to effect or maintain the qualification of this Indenture under the TIA. After an amendment or supplement under this Section 8.01 becomes effective, the Issuer shall send to the Holders a notice briefly describing the amendment or supplement. Any failure of the Issuer to send such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment or supplement.

Without Consent of Noteholders. Notwithstanding Section 8.02, the Issuers Issuer and Trustee may modify and amend this Indenture, the Notes or the Note Guarantees without the consent of any Holder for any of the following purposes: (1) to cure any ambiguity, defect or inconsistency; (2) to provide for uncertificated Notes in addition to or in place of Physical Notes; (3) to provide for the assumption of an the Issuer’s or any Guarantor’s obligations to the Holders of Notes in the case of a merger or consolidation or sale of all or substantially all of such the Issuer’s or such Guarantor’s assets; (4) to secure the Notes; (5) to conform the text of the Indenture, Note Guarantees or the Notes to any provision of the “Description of the Notes” contained in the Offering Memorandum to the extent that such provision in the “Description of the Notes” contained in the Offering Memorandum was intended to be a verbatim recitation of a provision of this Indenture, Note Guarantees or the Notes; (6) to add any Guarantor or release any Guarantor from its Note Guarantee if such release is in accordance with the terms of this Indenture; (6) to confirm and evidence the release, termination or discharge of any Guarantor and Note Guarantee when such release, termination or discharge is permitted elsewhere in this Indenture; (7) to add to the covenants of the Issuers Issuer and the Guarantors for the benefit of the Holders of the Notes or to surrender any right or power conferred upon the Issuers Issuer and the Guarantors; (8) to provide for or confirm the issuance of Exchange Notes and Additional Notes; (9) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the rights under this Indenture of any Holder in any material respect; or (10) to comply with requirements of the Commission in order to effect or maintain the qualification of this Indenture under the TIA.

Without Consent of Noteholders. Notwithstanding Section 8.02, the Issuers and Trustee may modify and amend this Indenture, the Notes or the Note Guarantees without Without the consent of any Holder Holders of the Notes, the Company, when authorized by or pursuant to a Board Resolution, and the Trustee, at any time and from time to time, may amend, waive, modify or supplement this Indenture or the Notes for any of the following purposes: (1a) to cure any ambiguity, defect or inconsistencycomply with Sections 9.01,10.06 and 11.01; (2) to provide for uncertificated Notes in addition to or in place of Physical Notes; (3) to provide for the assumption of an Issuer’s or any Guarantor’s obligations to the Holders in the case of a merger or consolidation or sale of all or substantially all of such Issuer’s or such Guarantor’s assets; (4) to secure the Notes; (5) to add any Guarantor or release any Guarantor from its Note Guarantee if such release is in accordance with the terms of this Indenture; (6) to confirm and evidence the release, termination or discharge of any Guarantor and Note Guarantee when such release, termination or discharge is permitted elsewhere in this Indenture; (7b) to add to the covenants of the Issuers and the Guarantors Company for the benefit of the Holders of the Notes or to surrender any right or power herein conferred upon the Issuers and the GuarantorsCompany; (8) c) to secure the Notes; (d) to provide for the addition or modification of any of the provisions of this Indenture as shall be necessary or desirable to provide for or confirm facilitate the issuance guarantee of Exchange the Notes and Additional Notesby one or more guarantors; (9e) to make any change that would evidence and provide any additional rights or benefits for the acceptance of appointment hereunder by a successor Trustee with respect to the Holders Notes and to add to or that does not adversely affect change any of the rights under provisions of this Indenture as shall be necessary to provide for or facilitate the administration of any Holder in any material respect; orthe trusts hereunder by more than one Trustee; (10f) to comply with requirements of the Commission in order to effect qualify, or maintain the qualification of of, this Indenture under the TIA; (g) to cure any ambiguity or correct or supplement any inconsistent or otherwise defective provision contained in this Indenture; (h) to make any provision with respect to matters or questions arising under this Indenture that the Company may deem necessary or desirable and that shall not be inconsistent with provisions of this Indenture provided that such change or modification does not, in the good faith opinion of the Company’s Board of Directors, adversely affect the interests of the Holders of the Notes in any material respect; (i) to provide for conversion rights of Holders of Notes and the Company’s repurchase obligations in connection with a Fundamental Change in the event of any reclassification of the Common Stock, merger or consolidation, or sale, conveyance, transfer or lease of the Company’s property and assets substantially as an entirety; (j) to conform the provisions of this Indenture to the “Description of the Notes” section contained in the Company’s offering memorandum related to the Notes dated April 11, 2012; (k) to increase the Conversion Rate; provided that the increase will not adversely affect the interest of the Holders of the Notes; and (l) to make such changes as may be necessary or desirable to allow the Company to issue Additional Notes pursuant to Section 2.11; provided that any such change will not materially adversely affect the interests of Holders of the Notes.

Without Consent of Noteholders. Notwithstanding Section 8.02, The Company and the Issuers and Trustee may modify and amend or supplement this Indenture, the Notes Indenture or the Note Guarantees Securities without the consent of any Holder for any of the following purposesNoteholder: (1a) to cure any ambiguity, defect or inconsistency; (2b) to comply with Sections 5.13 and 7.01 hereof; (c) to provide for uncertificated Notes Securities in addition to or in place of Physical Notescertificated Securities; (3) to provide for the assumption of an Issuer’s or any Guarantor’s obligations to the Holders in the case of a merger or consolidation or sale of all or substantially all of such Issuer’s or such Guarantor’s assets; (4) to secure the Notes; (5) to add any Guarantor or release any Guarantor from its Note Guarantee if such release is in accordance with the terms of this Indenture; (6) to confirm and evidence the release, termination or discharge of any Guarantor and Note Guarantee when such release, termination or discharge is permitted elsewhere in this Indenture; (7) to add to the covenants of the Issuers and the Guarantors for the benefit of the Holders of the Notes or to surrender any right or power conferred upon the Issuers and the Guarantors; (8) to provide for or confirm the issuance of Exchange Notes and Additional Notes; (9d) to make any change that would provide does not adversely affect the legal rights hereunder of any Noteholder; (e) to qualify this Indenture under the TIA or to comply with the requirements of the SEC in order to maintain the qualification of the Indenture under the TIA; (f) to make any change that provides any additional rights or benefits to the Holders or that does not adversely affect the rights under this Indenture holders of any Holder in any material respectSecurities; or (10g) to comply with requirements evidence and provide for the acceptance under the Indenture of a successor Trustee. Upon the request of the Commission Company accompanied by a Board Resolution authorizing the execution of any such amended or supplemental Indenture, and upon receipt by the Trustee of the documents described in order to effect Section 11.07 hereof, the Trustee shall join with the Company in the execution of any amended or maintain supplemental Indenture authorized or permitted by the qualification terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental Indenture that affects its own rights, duties or immunities under this Indenture or otherwise. An amendment under this Section may not make any change that adversely affects the TIArights under Article VI of any holder of Senior Debt then outstanding unless the holders of such Senior Debt (or any group or representative thereof authorized to give a consent) consent to such change.

Without Consent of Noteholders. Notwithstanding Section 8.02The Company, the Issuers Subsidiary Guarantors and the Trustee may modify and amend this Indenture, Indenture or the Notes without notice to or the Note Guarantees without the consent of any Holder for any of the following purposesNoteholder: (1a) to provide for amendments to the conversion rights of Holders of the Notes and the Company’s repurchase obligations in connection with a Fundamental Change or in the event of any change or reclassification of the Class A Common Stock, consolidation, amalgamation, merger or sale, lease, transfer, conveyance or other disposition of all or substantially all of the Company’s property and assets, in each case in accordance with this Indenture; (b) to comply with ‎Article 5; (c) to surrender any right or power herein conferred upon the Company; (d) to add to the covenants of the Company for the benefit of the Noteholders (including adding one or more additional put rights in favor of the Noteholders); (e) to cure any ambiguity, defect ambiguity or inconsistencycorrect or supplement any inconsistent or otherwise defective provision contained in this Indenture; provided that such modification or amendment does not adversely affect the interests of the Holders of the Notes in any material respect; (2f) to increase the Conversion Rate; provided that the increase will not adversely affect the interests of the Holders of the Notes; (g) to provide additional security under the Notes; (h) to add additional guarantees of obligations under the Notes; (i) to provide for uncertificated Notes in addition to or in place of Physical 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; or (3j) to provide for a successor Trustee. After an amendment under this Section becomes effective, the assumption Company shall as soon as reasonably practicable 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 validity of an Issuer’s or any Guarantor’s obligations to the Holders in the case of a merger or consolidation or sale of all or substantially all of such Issuer’s or such Guarantor’s assets; (4) to secure the Notes; (5) to add any Guarantor or release any Guarantor from its Note Guarantee if such release is in accordance with the terms of this Indenture; (6) to confirm and evidence the release, termination or discharge of any Guarantor and Note Guarantee when such release, termination or discharge is permitted elsewhere in this Indenture; (7) to add to the covenants of the Issuers and the Guarantors for the benefit of the Holders of the Notes or to surrender any right or power conferred upon the Issuers and the Guarantors; (8) to provide for or confirm the issuance of Exchange Notes and Additional Notes; (9) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the rights amendment under this Indenture of any Holder in any material respect; or (10) to comply with requirements of the Commission in order to effect or maintain the qualification of this Indenture under the TIASection.

Without Consent of Noteholders. Notwithstanding Section 8.02, the Issuers Company and Trustee may modify and amend this Indenture, the Notes or Notes, the Note Guarantees or any Security Document without the consent of any Holder for any of the following purposes: (1) to cure any ambiguity, defect or inconsistency; (2) to provide for uncertificated Notes in addition to or in place of Physical Notes; (3) to provide for the assumption of an Issuer’s the Company's or any Guarantor’s 's obligations to the Holders in the case of a merger or consolidation or sale of all or substantially all of such Issuer’s the Company's or such Guarantor’s 's assets; (4) to secure add any additional assets as Collateral or to release Collateral as permitted under the Notesterms of this Indenture and the Security Documents; (5) to add any Guarantor or release any Guarantor from its Note Guarantee if such release is in accordance with the terms of this Indenture; (6) to confirm and evidence the release, termination or discharge of any Collateral or any Guarantor and Note Guarantee when such release, termination or discharge is permitted elsewhere in this Indenture; (7) to add to the covenants of the Issuers Company and the Guarantors for the benefit of the Holders of the Notes or to surrender any right or power conferred upon the Issuers Company and the Guarantors; (8) to provide for or confirm the issuance of Exchange Notes and Additional Notes; (9) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the rights under this Indenture of any Holder in any material respect; or (10) to comply with requirements of the Commission in order to effect or maintain the qualification of this Indenture under the TIA.

Without Consent of Noteholders. Notwithstanding Section 8.02, the Issuers Issuer, the Guarantors and the Trustee may modify and amend or supplement this Indenture, the Notes or the Note Guarantees without the consent of any Holder for any of the following purposes: (1) to cure any ambiguity, defect omission, defect, mistake or inconsistency; (2) to provide for uncertificated Notes in addition to or in place of Physical Notes; (3) to provide for the assumption of an the Issuer’s or any Guarantor’s obligations to the Holders in the case of a merger or consolidation or sale of all or substantially all of such the Issuer’s or such Guarantor’s assets; (4) to secure the Notes; (5) to add any Guarantor or release any Guarantor from its Note Guarantee if such release is in accordance with the terms of this Indenture; (6) to confirm and evidence conform the release, termination or discharge text of any Guarantor and Note Guarantee when such release, termination or discharge is permitted elsewhere in this Indenture, the Notes, or the Note Guarantees to any provision of the “Description of the Notes” set forth in the Offering Memorandum to the extent that such provision in the “Description of the Notes” set forth in the Offering Memorandum was intended to be a verbatim recitation of a provision of this Indenture, the Notes, or the Note Guarantees, which intent may be evidenced by an Officer’s Certificate to that effect; (7) to add to provide for the covenants issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the Issuers and the Guarantors for the benefit of the Holders of the Notes or to surrender any right or power conferred upon the Issuers and the Guarantorsdate hereof; (8) to provide for or confirm the issuance of Exchange Notes and Additional Notes; (9) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the rights under this Indenture of any Holder in any material respect; or (109) to comply with requirements the rules of any applicable securities depository. After an amendment or supplement under this Section 8.01 becomes effective, the Issuer shall send to the Holders a notice briefly describing the amendment or supplement. Any failure of the Commission Issuer to send such notice, or any defect therein, shall not, however, in order to effect any way impair or maintain affect the qualification validity of this Indenture under the TIAany such amendment or supplement.

Without Consent of Noteholders. Notwithstanding Section 8.02, the Issuers Issuer, the Guarantors and the Trustee may modify and amend or supplement this Indenture, the Notes or the Note Guarantees without the consent of any Holder Holders for any of the following purposes: (1) to cure any ambiguity, omission, defect or inconsistency; (2) to provide for uncertificated Notes in addition to or in place of Physical Notes; (3) to provide for the assumption of an the Issuer’s or any Guarantor’s obligations to the Holders in the case of a merger or consolidation or sale of all or substantially all of such the Issuer’s or such Guarantor’s assets; (4) to secure the NotesNotes and the Note Guarantees; (5) to release and discharge any Security Interest securing the Notes and the related Note Guarantees when permitted by the Indenture; (6) to add any Guarantor or release any Guarantor from its Note Guarantee if such release is permitted by the terms of this Indenture; (7) to conform the text of this Indenture, the Notes or the Note Guarantees to any provision of the “Description of the Notes” section of the Offering Memorandum to the extent that such provision in the “Description of the Notes” section of the Offering Memorandum was intended to be a verbatim recitation of a provision of this Indenture, the Notes or the Note Guarantees; (8) to provide for the issuance of Additional Notes in accordance with the terms of this Indenture; (6) to confirm and evidence the release, termination or discharge of any Guarantor and Note Guarantee when such release, termination or discharge is permitted elsewhere in this Indenture; (7) to add to the covenants of the Issuers and the Guarantors for the benefit of the Holders of the Notes or to surrender any right or power conferred upon the Issuers and the Guarantors; (8) to provide for or confirm the issuance of Exchange Notes and Additional Notes; (9) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the rights under this Indenture of any Holder in any material respect; orrespect as set forth in an Officer’s Certificate; (10) to comply with requirements the rules of any applicable securities depositary; (11) to evidence and provide for the Commission in order acceptance of appointment by a successor or separate Trustee with respect to effect or maintain the qualification Notes; or (12) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes; provided, however, that (a) compliance with this Indenture as 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 adversely affect the rights of Holders to transfer Notes as set forth in an Officer’s Certificate. After an amendment or supplement under this Section 8.01 becomes effective, the TIAIssuer shall send to the Holders a notice briefly describing the amendment or supplement. Any failure of the Issuer to send such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment or supplement.

Without Consent of Noteholders. Notwithstanding Section 8.02, the Issuers Issuer and Trustee may modify and amend this Indenture, the Notes or the Note Guarantees without the consent of any Holder for any of the following purposes: (1) to cure any ambiguity, defect or inconsistency; (2) to provide for uncertificated Notes in addition to or in place of Physical Notes; (3) to provide for the assumption of an the Issuer’s or any Guarantor’s obligations to the Holders in the case of a merger or consolidation or sale of all or substantially all of such the Issuer’s or such Guarantor’s assets; (4) to secure the Notes; (5) to conform the text of this Indenture, Note Guarantees or the Notes to any provision of the “Description of the Notes” contained in the Offering Memorandum to the extent that such provision in the “Description of the Notes” contained in the Offering Memorandum was intended to be a verbatim recitation of a provision of this Indenture, Note Guarantees or the Notes; (6) to add any Guarantor or release any Guarantor from its Note Guarantee if such release is in accordance with the terms of this Indenture; (6) to confirm and evidence the release, termination or discharge of any Guarantor and Note Guarantee when such release, termination or discharge is permitted elsewhere in this Indenture; (7) to add to the covenants of the Issuers Issuer and the Guarantors for the benefit of the Holders of the Notes or to surrender any right or power conferred upon the Issuers Issuer and the Guarantors; (8) to provide for or confirm the issuance of Exchange Notes and Additional Notes; (9) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the rights under this Indenture of any Holder in any material respect; or (10) to comply with requirements of the Commission in order to effect or maintain the qualification of this Indenture under the TIA.

Without Consent of Noteholders. Notwithstanding Section 8.02, the Issuers and Trustee may modify and amend this This Indenture, the Notes or and the Note Guarantees may be amended by the Company, the Guarantors and the Trustee, without the consent of any Holder for any of the following purposesHolder, to: (1) to cure any ambiguity, defect or inconsistencyinconsistency in this Indenture; (2) evidence the obligations of a new Guarantor to comply with the provisions of Section 4.17 or to evidence the succession of another Person to the Company or a Guarantor and the assumption by any such successor of the applicable obligations in accordance with Section 5.01; (3) release a Guarantor from its obligations under its Guarantees or this Indenture, in each case in accordance with the terms of this Indenture; (4) comply with any requirements of the SEC in connection with the qualification of this Indenture under the TIA; (5) evidence and provide for the acceptance of appointment by a successor Trustee; (6) provide for uncertificated Notes in addition to or in place of Physical certificated Notes; (3) to provide for the assumption of an Issuer’s or any Guarantor’s obligations to the Holders in the case of a merger or consolidation or sale of all or substantially all of such Issuer’s or such Guarantor’s assets; (4) to secure the Notes; (5) to add any Guarantor or release any Guarantor from its Note Guarantee if such release is in accordance with the terms of this Indenture; (6) to confirm and evidence the release, termination or discharge of any Guarantor and Note Guarantee when such release, termination or discharge is permitted elsewhere in this Indenture; (7) to add to secure the covenants of the Issuers Notes and the Guarantors for the benefit of the Holders of the Notes or to surrender any right or power conferred upon the Issuers and the GuarantorsGuarantees; (8) to provide add covenants for the benefits of the Holders or confirm the issuance of Exchange Notes and Additional Notes; (9) to make any other change that would provide any additional benefit or rights or benefits to the Holders or Holders; (9) make any other change that does not materially adversely affect the rights under this Indenture of any Holder in any material respectHolder; or (10) conform the text of this Indenture, the Guarantees or the Notes to comply with requirements any provision of the Commission “Description of notes” section of the Offering Memorandum, to the extent that such provision in order that “Description of notes” was intended to effect or maintain the qualification be a verbatim recitation of a provision of this Indenture under Indenture, the TIAGuarantees or the Notes.

Without Consent of Noteholders. Notwithstanding Section 8.02, the Issuers Issuer and Trustee may modify and amend this Indenture, the Notes or the Note Guarantees without the consent of any Holder for any of the following purposes: (1) to cure any ambiguity, defect or inconsistency; (2) to provide for uncertificated Notes in addition to or in place of Physical Notes; (3) to provide for the assumption of an the Issuer’s or any Guarantor’s obligations to the Holders in the case of a merger or consolidation or sale of all or substantially all of such the Issuer’s or such Guarantor’s assets; (4) to secure the Notes; (5) to conform the text of the Indenture, Note Guarantees or the Notes to any provision of the “Description of the Notes” contained in the Offering Memorandum to the extent that such provision in the “Description of the Notes” contained in the Offering Memorandum was intended to be a verbatim recitation of a provision of this Indenture, Note Guarantees or the Notes; (6) to add any Guarantor or release any Guarantor from its Note Guarantee if such release is in accordance with the terms of this Indenture; (6) to confirm and evidence the release, termination or discharge of any Guarantor and Note Guarantee when such release, termination or discharge is permitted elsewhere in this Indenture; (7) to add to the covenants of the Issuers Issuer and the Guarantors for the benefit of the Holders of the Notes or to surrender any right or power conferred upon the Issuers Issuer and the Guarantors; (8) to provide for or confirm the issuance of Exchange Notes and Additional Notes; (9) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the rights under this Indenture of any Holder in any material respect; or (10) to comply with requirements of the Commission in order to effect or maintain the qualification of this Indenture under the TIA.

Without Consent of Noteholders. Notwithstanding Section 8.02, the Issuers Issuer, the Guarantors (except that any exist- ing Guarantors need not execute a supplemental indenture entered into pursuant to clause (5) below) and the Trustee may modify and amend or supplement this Indenture, the Notes or the Note Guarantees Guar- antees without the consent of any Holder for any of the following purposes: : (1) to cure any ambiguity, omission, defect or inconsistency; ; (2) to provide for uncertificated Notes in addition to or in place of Physical Notes; ; (3) to provide for the assumption of an the Issuer’s or any Guarantor’s obligations obliga- tions to the Holders of such Notes in the case of a merger or consolidation or sale of all or substantially all of such the Issuer’s or such Guarantor’s assets; ; (4) to secure the Notes; ; (5) to add any Guarantor or release any Guarantor from its Note Guarantee if such release is in accordance with the terms of this Indenture; ; (6) to confirm and evidence conform the release, termination or discharge text of any Guarantor and Note Guarantee when such release, termination or discharge is permitted elsewhere in this Indenture; , the Notes, or the Note Guarantees to any provision of the “Description of Notes” set forth in the Offering Circular to the extent that such provision in the “Description of Notes” set forth in the Offering Cir- cular was intended to be a verbatim recitation of a provision of this Indenture, the Notes, or the Note Guarantees, which intent may be evidenced by an Officer’s Certifi- cate to that effect; (7) to add to the covenants of the Issuers and the Guarantors for the benefit of the Holders of the Notes or to surrender any right or power conferred upon the Issuers and the Guarantors; (8) to provide for or confirm the issuance of Exchange Additional Notes and Additional Notes; in accordance with the limitations set forth in this Indenture as of the date hereof; (9) 8) to make any change that would provide any additional rights or benefits to the Holders of such Notes or that does not adversely affect the rights under this Indenture In- denture of any Holder in any material respect; or or (109) to comply with requirements of the Commission in order to effect or maintain the qualification of this Indenture under the TIA.

Without Consent of Noteholders. Notwithstanding Section 8.02, The Company and the Issuers and Trustee may modify and amend this Indenture, the Notes or the Note Guarantees Indenture as it relates to the Notes without the notice to or consent of any Holder for any of the following purposesNoteholder: (1a) to cure add to the covenants, agreements and obligations of the Company for the benefit of the Noteholders (including pursuant to Section 10.05) or to surrender any ambiguity, defect right or inconsistencypower conferred in the Indenture upon the Company; (2b) to evidence the succession of another corporation or limited liability company to the Company and the assumption by it of the obligations of the Company under the Indenture and the Notes; (c) to provide for the acceptance of appointment under the Indenture of a successor Trustee with respect to the Notes and to add to or change any provision of the Indenture as shall be necessary to provide for or facilitate the administration of the trusts created pursuant to the Indenture by more than one Trustee; (d) to establish the form or terms of a Series of Securities as permitted by Section 2.01 of the Original Indenture; (e) to provide that specific provisions of the Indenture shall not apply to a Series of Securities not previously issued; (f) to provide for uncertificated Notes in addition to or in place of Physical certificated Notes; (3g) to provide for the assumption of an Issuer’s cure any ambiguity, omission, defect or any Guarantor’s obligations to the Holders in the case of a merger or consolidation or sale of all or substantially all of such Issuer’s or such Guarantor’s assetsinconsistency; (4h) to secure the Notes, provide additional guarantees and release the Guarantors in accordance with Section 7.03; (5i) to add conform the Indenture to any Guarantor or release any Guarantor from its Note Guarantee if such release is provision as set forth under the caption “Description of Notes” in accordance with the terms Company’s Prospectus Supplement dated September 24, 2007 relating to the public offering of this Indenture;the Notes; or (6) to confirm and evidence the release, termination or discharge of any Guarantor and Note Guarantee when such release, termination or discharge is permitted elsewhere in this Indenture; (7) to add to the covenants of the Issuers and the Guarantors for the benefit of the Holders of the Notes or to surrender any right or power conferred upon the Issuers and the Guarantors; (8) to provide for or confirm the issuance of Exchange Notes and Additional Notes; (9j) to make any change that would provide any additional rights or benefits to the Holders or that does not materially adversely affect the legal rights of any Noteholder. After an amendment under this Indenture Section becomes effective, the Company shall provide to Noteholders a notice briefly describing such amendment. The failure to give such notice to all such Noteholders, or any defect therein, shall not impair or affect the validity of any Holder in any material respect; or (10) to comply with requirements of the Commission in order to effect or maintain the qualification of an amendment under this Indenture under the TIASection.

Without Consent of Noteholders. Notwithstanding Section 8.02, the Issuers Issuer and Trustee may modify and amend this Indenture, the Notes or the Note Guarantees without the consent of any Holder for any of the following purposes: (1) to cure any ambiguity, defect or inconsistency; (2) to provide for uncertificated Notes in addition to or in place of Physical Notes; (3) to provide for the assumption of an the Issuer’s or any Guarantor’s obligations to the Holders in the case of a merger or consolidation or sale of all or substantially all of such the Issuer’s or such Guarantor’s assets; (4) to secure the Notes; (5) to add any Guarantor or release any Guarantor from its Note Guarantee if such release is in accordance with the terms of this Indenture; (6) to confirm and evidence the release, termination or discharge of any Guarantor and Note Guarantee when such release, termination or discharge is permitted elsewhere in this Indenture; (7) to add to the covenants of the Issuers Issuer and the Guarantors for the benefit of the Holders of the Notes or to surrender any right or power conferred upon the Issuers Issuer and the Guarantors; (8) to provide for or confirm the issuance of Exchange Notes and Additional Notes; (9) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the rights under this Indenture of any Holder in any material respect; or (10) to comply with requirements of the Commission in order to effect or maintain the qualification of this Indenture under the TIA.

Without Consent of Noteholders. Notwithstanding Section 8.02This Indenture may be amended by the Company, the Issuers Guarantors and Trustee may modify and amend this Indenturethe Trustee, the Notes or the Note Guarantees without the consent of any Holder for any of the following purposesHolder, to: (1) to cure any ambiguity, defect or inconsistencyinconsistency in this Indenture; (2) evidence the obligations of a new Guarantor to comply with the provisions described in Section 4.18 or to evidence the succession of another Person to the Company or a Guarantor and the assumption by any such successor of the applicable obligations in accordance with Section 5.01; (3) comply with any requirements of the SEC in connection with the qualification of this Indenture under the Trust Indenture Act; (4) evidence and provide for the acceptance of appointment by a successor Trustee; (5) provide for uncertificated Notes in addition to or in place of Physical certificated Notes; (3) to provide for the assumption of an Issuer’s or any Guarantor’s obligations to the Holders in the case of a merger or consolidation or sale of all or substantially all of such Issuer’s or such Guarantor’s assets; (4) to secure the Notes; (5) to add any Guarantor or release any Guarantor from its Note Guarantee if such release is in accordance with the terms of this Indenture; (6) to confirm and evidence the release, termination or discharge of any Guarantor and Note Guarantee when such release, termination or discharge is permitted elsewhere in this Indenture; (7) to add to the covenants of the Issuers and the Guarantors for the benefit of the Holders of the Notes or to surrender any right or power conferred upon the Issuers and the Guarantors; (8) to provide for or confirm the issuance of Exchange Notes and Additional Notes; (9) to make any other change that would provide any additional benefit or rights or benefits to the Holders or that does not materially adversely affect the rights under this Indenture of any Holder in Holder; (7) to secure the Notes and to make intercreditor arrangements with respect to any material respectsuch security, unless the incurrence of such obligations or the security thereof is prohibited by this Indenture; (8) to evidence or to provide for a replacement trustee; or (109) to comply with requirements add the covenants and agreements of the Commission in order Company or the Guarantors for the benefit of all of the Holders of all of the Notes and to effect surrender any right or maintain power herein reserved to the qualification of this Indenture under Company or the TIAGuarantors.

Without Consent of Noteholders. Notwithstanding Section 8.02, the Issuers Issuer, the Guarantors and the Trustee and the Collateral Agent may modify and amend or supplement this Indenture, the Notes or Notes, the Note Guarantees or the Notes Security Documents without the consent of any Holder for any of the following purposes: (1) to cure any ambiguity, omission, defect or inconsistency; (2) to provide for uncertificated Notes in addition to or in place of Physical NotesNotes (provided that such Notes are in registered form for purposes of Section 163(f) of the Code); (3) to provide for the assumption of an the Issuer’s or any Guarantor’s obligations to the Holders in the case of a merger or consolidation or sale of all or substantially all of such the Issuer’s or such Guarantor’s assets; (4) to secure make, complete or confirm any grant of Collateral permitted or required by this Indenture or any of the NotesNotes Security Documents or provide for any release of Collateral pursuant to the terms of this Indenture or any of the Notes Security Documents; (5) to add any Guarantor or release any Guarantor from its Note Guarantee if such release is permitted by the terms of this Indenture; (6) to conform the text of this Indenture, the Notes, the Note Guarantees or the Notes Security Documents to any provision of the “Description of the Notes” section of the Offering Memorandum to the extent that such provision in the “Description of the Notes” section of the Offering Memorandum was intended to be a verbatim recitation of a provision of this Indenture, the Notes, the Note Guarantees or the Notes Security Documents; (7) to provide for the issuance of Additional Notes in accordance with the terms of this Indenture; (6) to confirm and evidence the release, termination or discharge of any Guarantor and Note Guarantee when such release, termination or discharge is permitted elsewhere in this Indenture; (7) to add to the covenants of the Issuers and the Guarantors for the benefit of the Holders of the Notes or to surrender any right or power conferred upon the Issuers and the Guarantors; (8) to provide for or confirm the issuance of Exchange Notes and Additional Notes; (9) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the rights under this Indenture of any Holder in any material respect; or; (9) to comply with the rules of any applicable securities depositary; (10) to comply evidence and provide for the acceptance of appointment by a successor or separate Trustee or Collateral Agent with requirements of respect to the Commission in order Notes; (11) to effect or maintain make any amendment to the qualification provisions of this Indenture under relating to the TIA.transfer and legending of Notes; provided, however, that (a) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any other applicable securities law and (b) such amendment does not adversely affect the rights of Holders to transfer Notes; (12) to enter into any intercreditor agreement pursuant to this Indenture having substantially similar terms with respect to the Holders as those set forth in the Intercreditor Agreements, take as a whole, or any joinder thereto; (13) in the case of any Notes Security Document, to include therein any legend required to be set forth therein pursuant to the Intercreditor Agreements or to modify any such legend as required by the Intercreditor Agreements; (14) to provide for the succession of any parties to the Notes Security Documents (and other amendments that are administrative or ministerial in nature) in connection with an amendment, renewal, extension, substitution, refinancing, restructuring, replacement, supplementing or other modification from time to time of the ABL Credit Facility, the Term Loan Credit Facility or any other agreement that is not prohibited by this Indenture; (15) secure additional extensions of credit and add additional secured creditors holding other Fixed Asset Debt so long as such Fixed Asset Debt is not prohibited by the provisions of this Indenture; or

Without Consent of Noteholders. Notwithstanding Solely with respect to the Notes, Section 8.02, 10.1 of the Issuers Original Indenture shall be amended and restated in its entirety by inserting the following in lieu thereof: “The Company and the Trustee may modify and amend this Indenture, Second Supplemental Indenture or the Notes or the Note Guarantees without the consent of any Holder for any of the following purposesto: (1) to cure any ambiguity, omission, defect or inconsistency; (2) to provide for the assumption by a successor of the obligations of the Company under this Second Supplemental Indenture in accordance with Section 5.01; (3) provide for or facilitate the issuance of uncertificated Notes in addition to or in place of Physical certificated Notes; (3; provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) to provide for of the assumption Code or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of an Issuer’s or any Guarantor’s obligations to the Holders in the case of a merger or consolidation or sale of all or substantially all of such Issuer’s or such Guarantor’s assetsCode; (4) to comply with the rules of any applicable Depositary; (5) secure the Notes; (5) to add any Guarantor or release any Guarantor from its Note Guarantee if such release is in accordance with the terms of this Indenture; (6) to confirm and evidence the release, termination or discharge of any Guarantor and Note Guarantee when such release, termination or discharge is permitted elsewhere in this Indenture; (7) to add to the covenants of the Issuers Company and the Guarantors its Restricted Subsidiaries or Events of Default for the benefit of Holders or to make changes that would provide additional rights to the Holders of the Notes or to surrender any right or power conferred upon the Issuers and the GuarantorsCompany; (8) to provide for or confirm the issuance of Exchange Notes and Additional Notes; (97) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under this the Indenture of any Holder Holder; (8) comply with any requirement of the SEC in connection with any material respectrequired the qualification of the Indenture under the Trust Indenture Act; (9) evidence and provide for the acceptance of an appointment under the Indenture of a successor trustee; provided that the successor trustee is otherwise qualified and eligible to act as such under the terms of the Indenture; (10) conform the text of this Second Supplemental Indenture or the Notes to any provision of the section entitled “Description of notes” in the Prospectus Supplement to the extent that such provision in such section was intended to be a verbatim recitation of a provision of this Second Supplemental Indenture or the Notes as confirmed in an Officer’s Certificate; or (1011) make any amendment to comply with requirements the provisions of this Second Supplemental Indenture relating to the transfer and legending of Notes as permitted by this Second Supplemental Indenture, including, without limitation to facilitate the issuance and administration of the Commission Notes or, if Incurred in order compliance with this Second Supplemental Indenture, Additional Notes; provided, however, that (A) compliance with this Second Supplemental 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 effect or maintain the qualification of this Indenture under the TIAtransfer Notes.”

Without Consent of Noteholders. Notwithstanding Section 8.02The Company, the Issuers Guarantors and Trustee may modify and amend this Indenture, the Notes Indenture or the Note Guarantees any Security Document without the consent of any Holder Holder, for any of the following purposes: (1i) to cure any ambiguity, omission, defect or inconsistencyinconsistency in this Indenture or any Security Document; (2ii) to the extent permitted by this Indenture, to provide for the assumption by a successor of the Company of its obligations under this Indenture or any Security Document; (iii) to provide for uncertificated Notes in addition Notes, subject to or in place of Physical Notescertain conditions; (3) to provide for the assumption of an Issuer’s or any Guarantor’s obligations to the Holders in the case of a merger or consolidation or sale of all or substantially all of such Issuer’s or such Guarantor’s assets; (4iv) to secure the Notes; (5) Notes under this Indenture, to add any Guarantor Subsidiary Guarantees with respect to the Notes, or release any Guarantor from its Note Guarantee if such release is in accordance with the terms of this Indenture; (6) to confirm and evidence the release, termination or discharge of any Guarantor and Note such security or Subsidiary Guarantee when such release, termination or discharge is permitted elsewhere in this Indenture; (7v) to add to the covenants of the Issuers and the Guarantors Company for the benefit of the Holders of the Notes or to surrender any right or power conferred upon the Issuers and the GuarantorsCompany; (8) vi) to the extent permitted by this Indenture, to provide for or confirm the issuance of Exchange Notes and Additional Notes; (9vii) to make any other change that would provide any additional rights or benefits to the Holders or that does not adversely affect the rights under this Indenture of any Holder in any material respect; orHolder; (10viii) to comply with requirements any requirement of the Commission in order to effect or maintain the connection with qualification of this Indenture under the TIATIA or otherwise; or (ix) to add or release Collateral as permitted under the terms of this Indenture or the Security Documents.

Without Consent of Noteholders. Notwithstanding Section 8.02The Issuers and the Guarantors, when authorized by a board resolution, and the Trustee and, if the amendment related to any Collateral Agreement, the Issuers and Trustee Collateral Agent may modify and enter into an indenture or indentures supplemental hereto to amend this Indenture, Indenture or the Notes or the Note Guarantees a Collateral Agreement without prior notice to or the consent of any Holder for any of the following purposesNoteholder: (1) to cure any ambiguity, omission, defect or inconsistency; (2) to comply with the provisions set forth in Article Five; (3) to comply with any requirements of the Commission in connection with the qualification of this Indenture under the TIA as then in effect; (4) to provide for uncertificated Notes in addition to or in place of Physical certificated Notes; (3; provided, however, that the uncertificated Notes are issued in registered form for purposes of Section 163(f) to provide for of the assumption Internal Revenue Code or in a manner such that the uncertificated Notes are described in Section 163(f)(2) of an Issuer’s or any Guarantor’s obligations to the Holders in the case of a merger or consolidation or sale of all or substantially all of such Issuer’s or such Guarantor’s assets; (4) to secure the NotesInternal Revenue Code; (5) to add if necessary, in connection with any Guarantor addition or release any Guarantor from its Note Guarantee if such release is in accordance with of Collateral permitted under the terms of this Indenturethe Indenture and the Collateral Agreements; (6) to confirm and evidence the release, termination or discharge of any Guarantor and Note Guarantee when such release, termination or discharge is permitted elsewhere in this Indentureto provide for a replacement Trustee; (7) to add to the covenants and agreements of the Issuers and the Guarantors Company for the benefit of all of the Holders of all of the Notes or and to surrender any right or power conferred upon herein reserved to the Issuers and the GuarantorsCompany; (8) to provide for or confirm make any change that does not materially adversely affect the issuance legal rights of Exchange Notes and Additional Notes;any Noteholder under this Indenture as then in effect; or (9) to make release any change that would provide any additional rights or benefits to Guarantor from its Guarantee in accordance with the Holders or that does not adversely affect the rights under this Indenture of any Holder in any material respect; or (10) to comply with requirements of the Commission in order to effect or maintain the qualification provisions of this Indenture under the TIAIndenture.

Without Consent of Noteholders. Notwithstanding Section 8.02, the Issuers Issuer, the Guarantors (except that any existing Guarantors need not execute a supplemental indenture entered into pursuant to clause (5) below) and the Trustee may modify and amend or supplement this Indenture, the Notes or the Note Guarantees without the consent of any Holder for any of the following purposes: (1) to cure any ambiguity, omission, defect or inconsistency; (2) to provide for uncertificated Notes in addition to or in place of Physical Notes; (3) to provide for the assumption of an the Issuer’s or any Guarantor’s obligations to the Holders of such Notes in the case of a merger or consolidation or sale of all or substantially all of such the Issuer’s or such Guarantor’s assets; (4) to secure the Notes; (5) to add any Guarantor or release any Guarantor from its Note Guarantee if such release is in accordance with the terms of this Indenture; (6) to confirm and evidence conform the release, termination or discharge text of any Guarantor and Note Guarantee when such release, termination or discharge is permitted elsewhere in this Indenture, the Notes, or the Note Guarantees to any provision of the “Description of Notes” set forth in the Offering Memorandum to the extent that such provision in the “Description of Notes” set forth in the Offering Memorandum was intended to be a verbatim recitation of a provision of this Indenture, the Notes, or the Note Guarantees, which intent may be evidenced by an Officer’s Certificate to that effect; (7) to add to provide for the covenants issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the Issuers and the Guarantors for the benefit of the Holders of the Notes or to surrender any right or power conferred upon the Issuers and the Guarantorsdate hereof; (8) to provide for or confirm the issuance of Exchange Notes and Additional Notes; (9) to make any change that would provide any additional rights or benefits to the Holders of such Notes or that does not adversely affect the rights under this Indenture of any Holder in any material respect; or (109) to comply with requirements of the Commission in order to effect or maintain the qualification of this Indenture under the TIA.

Without Consent of Noteholders. (a) Notwithstanding Section 8.02, the Issuers Issuer, the Guarantors and the Trustee may modify and amend or supplement this Indenture, the Notes of such series or the Note Guarantees of such series without the consent of any Holder of Notes of such series for any of the following purposes: (1) to cure any ambiguity, omission, defect or inconsistency; (2) to provide for uncertificated Notes of such series in addition to or in place of Physical NotesNotes of such series; (3) to provide for the assumption of an the Issuer’s or any Guarantor’s obligations to the Holders of such Notes of such series in the case of a merger or consolidation or sale of all or substantially all of such the Issuer’s or such Guarantor’s assets; (4) to secure the NotesNotes of such series; (5) to add any Guarantor or release any Guarantor from its Note Guarantee if such release is in accordance with the terms of this Indenture; (6) to confirm and evidence conform the release, termination or discharge text of any Guarantor and Note Guarantee when such release, termination or discharge is permitted elsewhere in this Indenture, the Notes, or the Note Guarantees to any provision of the “Description of notes” set forth in the Offering Memorandum to the extent that such provision in the “Description of notes” set forth in the Offering Memorandum was intended to be a verbatim recitation of a provision of this Indenture, the Notes, or the Note Guarantees, which intent may be evidenced by an Officer’s Certificate to that effect; (7) to add to provide for the covenants issuance of Additional Notes of such series in accordance with the limitations set forth in this Indenture as of the Issuers and the Guarantors for the benefit of the Holders of the Notes or to surrender any right or power conferred upon the Issuers and the Guarantors;date hereof; or (8) to provide for or confirm the issuance of Exchange Notes and Additional Notes; (9) to make any change that would provide any additional rights or benefits to the Holders of such Notes of such series or that does not adversely affect the rights under this Indenture of any Holder in any material respect; or. (10b) After an amendment or supplement under this Section 8.01 becomes effective, the Issuer shall send to comply with requirements the Holders a notice briefly describing the amendment or supplement. Any failure of the Commission Issuer to send such notice, or any defect therein, shall not, however, in order any way impair or affect the validity of any such amendment or supplement. (c) In executing an amendment, supplemental indenture or waiver, the Trustee shall be entitled to effect receive and be fully protected in relying upon an Officer’s Certificate and an Opinion of Counsel stating that all conditions precedent to such amendment, supplement or maintain waiver have been satisfied, that such amendment, supplement or waiver is authorized or permitted by this Indenture, and, with respect to such Opinion of Counsel, that the qualification of this Indenture under amendment, supplement or waiver constitutes the TIAIssuer’s legal, valid and binding obligation, enforceable against it in accordance with its terms.

Without Consent of Noteholders. Notwithstanding Section 8.02This Indenture may be amended by the Company, the Issuers Guarantors and Trustee may modify and amend this Indenturethe Trustee, the Notes or the Note Guarantees without the consent of any Holder for any of the following purposesHolder, to: (1) to cure any ambiguity, defect or inconsistencyinconsistency in this Indenture; (2) evidence the obligations of a new Guarantor to comply with the provisions described in Section 4.18 or to evidence the succession of another Person to the Company or a Guarantor and the assumption by any such successor of the applicable obligations in accordance with Section 5.01; (3) comply with any requirements of the SEC in connection with the qualification of this Indenture under the Trust Indenture Act; (4) evidence and provide for the acceptance of appointment by a successor Trustee; (5) provide for uncertificated Notes in addition to or in place of Physical certificated Notes; (3) to provide for the assumption of an Issuer’s or any Guarantor’s obligations to the Holders in the case of a merger or consolidation or sale of all or substantially all of such Issuer’s or such Guarantor’s assets; (4) to secure the Notes; (5) to add any Guarantor or release any Guarantor from its Note Guarantee if such release is in accordance with the terms of this Indenture; (6) to confirm and evidence the release, termination or discharge of any Guarantor and Note Guarantee when such release, termination or discharge is permitted elsewhere in this Indenture; (7) to add to the covenants of the Issuers and the Guarantors for the benefit benefits of the Holders of the Notes or to surrender any right or power conferred upon the Issuers and the Guarantors; (8) to provide for or confirm the issuance of Exchange Notes and Additional Notes; (9) to make any other change that would provide any additional benefit or rights or benefits to the Holders or that does not materially adversely affect the rights under this Indenture of any Holder Holder; (7) conform the text of this Indenture, the Guarantees or the Notes to any provision of the “Description of Notes” section of the Offering Circular, to the extent that such provision in that “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Guarantees or the Notes; (8) to secure the Notes and to make intercreditor arrangements with respect to any material respectsuch security, unless the incurrence of such obligations or the security thereof is prohibited by this Indenture; (9) to evidence or to provide for a replacement Trustee; or (10) to comply with requirements of surrender any right or power herein reserved to the Commission in order to effect Company or maintain the qualification of this Indenture under the TIAGuarantors.

Without Consent of Noteholders. Notwithstanding Section 8.02, the The Issuers and the Guarantors, when authorized by a board resolution, and the Trustee may modify and enter into an indenture or indentures supplemental hereto to amend this Indenture, Indenture or the Notes without prior notice to or the Note Guarantees without the consent of any Holder for any of the following purposesNoteholder: (1) to cure any ambiguity, omission, defect or inconsistency; (2) to comply with the provisions set forth in Article Five; (3) to comply with any requirements of the Commission in connection with the qualification of this Indenture under the TIA as then in effect; (4) to provide for uncertificated Notes in addition to or in place of Physical certificated Notes; (3; provided, however, that the uncertificated Notes are issued in registered form for purposes of Section 163(f) to provide for of the assumption Internal Revenue Code or in a manner such that the uncertificated Notes are described in Section 163(f)(2) of an Issuer’s or any Guarantor’s obligations to the Holders in the case of a merger or consolidation or sale of all or substantially all of such Issuer’s or such Guarantor’s assets; (4) to secure the NotesInternal Revenue Code; (5) to add secure the Note and/or Guarantees and to make intercreditor arrangements with respect to any Guarantor such security, unless the incurrence of such obligations or release any Guarantor from its Note Guarantee if such release the security thereof is in accordance with the terms of prohibited by this Indenture; (6) to confirm and evidence the release, termination or discharge of any Guarantor and Note Guarantee when such release, termination or discharge is permitted elsewhere in this Indentureto provide for a replacement Trustee; (7) to add to the covenants and agreements of the Issuers and either Issuer or the Guarantors for the benefit of all of the Holders of all of the Notes or and to surrender any right or power conferred upon the Issuers and herein reserved to either Issuer or the Guarantors; (8) to provide for or confirm make any change that does not materially adversely affect the issuance legal rights of Exchange Notes and Additional Notes;any Noteholder under this Indenture as then in effect; or (9) to make release any change that would provide any additional rights or benefits to Guarantor from its Guarantee in accordance with the Holders or that does not adversely affect the rights under this Indenture of any Holder in any material respect; or (10) to comply with requirements of the Commission in order to effect or maintain the qualification provisions of this Indenture under the TIAIndenture.

Without Consent of Noteholders. Notwithstanding Section 8.02, the Issuers Issuer, the Guarantors (except that any existing Guarantors need not execute a supplemental indenture entered into pursuant to clause (5) below) and the Trustee may modify and amend or supplement this Indenture, the any series of Notes or the Note Guarantees without the consent of any Holder for any of the following purposes: (1) to cure any ambiguity, omission, defect or inconsistency; (2) to provide for uncertificated Notes in addition to or in place of Physical Notes; (3) to provide for the assumption of an the Issuer’s or any Guarantor’s obligations to the Holders of such Notes in the case of a merger merger, consolidation, Division or consolidation or Transfer of sale of all or substantially all of such the Issuer’s or such Guarantor’s assets; (4) to secure the NotesNotes of such series; (5) to add any Guarantor or release any Guarantor from its Note Guarantee if such release is in accordance with the terms of this Indenture; (6) to confirm and evidence conform the release, termination or discharge text of any Guarantor and Note Guarantee when such release, termination or discharge is permitted elsewhere in this Indenture, the Notes, or the Guarantees to any provision of the “Description of Notes” set forth in the Offering Memorandum to the extent that such provision in the “Description of Notes” set forth in the Offering Memorandum was intended to be a verbatim recitation of a provision of this Indenture, the Notes, or the Guarantees, which intent may be evidenced by an Officer’s Certificate to that effect; (7) to add to provide for the covenants issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the Issuers and the Guarantors for the benefit of the Holders of the Notes or to surrender any right or power conferred upon the Issuers and the Guarantorsdate hereof; (8) to provide for or confirm the issuance of Exchange Notes and Additional Notes; (9) to make any change that would provide any additional rights or benefits to the Holders of such Notes or that does not adversely affect the rights under this Indenture of any Holder in any material respect; or (109) to comply with requirements add customary provisions allowing for the issuance of the Commission in order to effect or maintain the qualification of this Indenture under the TIAAdditional Notes into escrow.

Without Consent of Noteholders. Notwithstanding Section 8.02, the Issuers Company and Trustee may modify and amend this Indenture, the Notes or Notes, the Note Guarantees or any Security Document without the consent of any Holder for any of the following purposes: (1) to cure any ambiguity, defect or inconsistency; (2) to provide for uncertificated Notes in addition to or in place of Physical Notes; (3) to provide for the assumption of an Issuerthe Company’s or any Guarantor’s obligations to the Holders in the case of a merger or consolidation or sale of all or substantially all of such Issuerthe Company’s or such Guarantor’s assets; (4) to secure add any additional assets as Collateral or to release Collateral as permitted under the Notesterms of this Indenture and the Security Documents; (5) to add any Guarantor or release any Guarantor from its Note Guarantee if such release is in accordance with the terms of this Indenture; (6) to confirm and evidence the release, termination or discharge of any Collateral or any Guarantor and Note Guarantee when such release, termination or discharge is permitted elsewhere in this Indenture; (7) to add to the covenants of the Issuers Company and the Guarantors for the benefit of the Holders of the Notes or to surrender any right or power conferred upon the Issuers Company and the Guarantors; (8) to provide for or confirm the issuance of Exchange Notes and Additional Notes; (9) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the rights under this Indenture of any Holder in any material respect; or (10) to comply with requirements of the Commission in order to effect or maintain the qualification of this Indenture under the TIA.

Without Consent of Noteholders. Notwithstanding Section 8.02, the Issuers Issuer, the Guarantors and the Trustee may modify and amend or supplement this Indenture, the Notes or the Note Guarantees without the consent of any Holder for any of the following purposes: (1) to cure any ambiguity, omission, defect or inconsistency; (2) to provide for uncertificated Notes in addition to or in place of Physical Notes; (3) to provide for the assumption of an the Issuer’s or any Guarantor’s obligations to the Holders in the case of a merger or consolidation or sale of all or substantially all of such the Issuer’s or such Guarantor’s assets; (4) to secure the Notes; (5) to add any Guarantor or release any Guarantor from its Note Guarantee if such release is in accordance with the terms of this Indenture; (6) to confirm and evidence conform the release, termination or discharge text of any Guarantor and Note Guarantee when such release, termination or discharge is permitted elsewhere in this Indenture, the Notes, or the Note Guarantees to any provision of the “Description of the Notes” set forth in the Offering Memorandum to the extent that such provision in the “Description of the Notes” set forth in the Offering Memorandum was intended to be a verbatim recitation of a provision of this Indenture, the Notes, or the Note Guarantees, which intent may be evidenced by an Officers’ Certificate to that effect; (7) to add to provide for the covenants issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the Issuers and the Guarantors for the benefit of the Holders of the Notes or to surrender any right or power conferred upon the Issuers and the Guarantorsdate hereof; (8) to provide for or confirm the issuance of Exchange Notes and Additional Notes; (9) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the rights under this Indenture of any Holder in any material respect; or (109) to comply with requirements of the Commission in order to effect or maintain the qualification of this Indenture under the TIA.. After an amendment or supplement under this Section 8.01 becomes effective, the Issuer shall send to the Holders a notice briefly describing the amendment or supplement. Any failure of the Issuer to send such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment or supplement

Without Consent of Noteholders. Notwithstanding Section 8.02, 9.1 of the Issuers Original Indenture is hereby amended and restated with respect to the Notes (but not with respect to any other series of Securities) as follows: “The Company and the Trustee may modify and amend this Indenture, Indenture or the Notes without notice to or the Note Guarantees without the consent of any Holder for any of the following purposesNoteholder: (1i) to provide for amendments to the conversion rights of Holders of the Notes and the Company’s repurchase obligations in connection with a Fundamental Change or in the event of any change or reclassification of Common Stock, consolidation, merger or sale, lease, transfer, conveyance or other disposition of all or substantially all of the Company’s property and assets; (ii) to comply with Article 5; (iii) to surrender any right or power herein conferred upon the Company; (iv) to add to the covenants of the Company for the benefit of the Noteholders (including adding one or more additional put rights in favor of the Noteholders); (v) to cure any ambiguityambiguity or correct or supplement any inconsistent or otherwise defective provision contained in this Indenture; provided that such modification or amendment does not adversely affect the interests of the Holders of the Notes in any material respect; provided, defect or inconsistencyfurther, that any amendment made solely to conform the provisions of this Indenture to the Description of the Notes contained in the Company’s Prospectus Supplement will not be deemed to adversely affect the interests of the Holders of the Notes; (2vi) to increase the Conversion Rate; provided that the increase will not adversely affect the interests of the Holders of the Notes; provided that any such increase in the Conversion Rate that is specifically contemplated in clauses (a) through (f) and clauses (h) and (i) of Section 9.01 will not be deemed to adversely affect the interests of the Holders of the Notes; (vii) to comply with the requirements of the Commission in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act; (viii) to secure the Notes; (ix) to add guarantees of obligations under the Notes; (x) to provide for uncertificated Notes in addition to or in place of Physical 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; or (3xi) to provide for a successor Trustee. After an amendment under this Section 8.01 becomes effective, the assumption Company shall 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 validity of an Issuer’s or any Guarantor’s obligations to the Holders in the case of a merger or consolidation or sale of all or substantially all of such Issuer’s or such Guarantor’s assets; (4) to secure the Notes; (5) to add any Guarantor or release any Guarantor from its Note Guarantee if such release is in accordance with the terms of this Indenture; (6) to confirm and evidence the release, termination or discharge of any Guarantor and Note Guarantee when such release, termination or discharge is permitted elsewhere in this Indenture; (7) to add to the covenants of the Issuers and the Guarantors for the benefit of the Holders of the Notes or to surrender any right or power conferred upon the Issuers and the Guarantors; (8) to provide for or confirm the issuance of Exchange Notes and Additional Notes; (9) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the rights amendment under this Indenture of any Holder in any material respect; or (10) to comply with requirements of the Commission in order to effect or maintain the qualification of this Indenture under the TIASection.”

Without Consent of Noteholders. Notwithstanding Solely with respect to the Notes, Section 8.02, 10.1 of the Issuers Original Indenture shall be amended and restated in its entirety by inserting the following in lieu thereof: “The Company and the Trustee may modify and amend this Indenture, Third Supplemental Indenture or the Notes or the Note Guarantees without the consent of any Holder for any of the following purposesto: (1) to cure any ambiguity, omission, defect or inconsistency; (2) to provide for the assumption by a successor of the obligations of the Company under this Third Supplemental Indenture in accordance with Section 5.01; (3) provide for or facilitate the issuance of uncertificated Notes in addition to or in place of Physical certificated Notes; (3; provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) to provide for of the assumption Code or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of an Issuer’s or any Guarantor’s obligations to the Holders in the case of a merger or consolidation or sale of all or substantially all of such Issuer’s or such Guarantor’s assetsCode; (4) to comply with the rules of any applicable Depositary; (5) secure the Notes; (5) to add any Guarantor or release any Guarantor from its Note Guarantee if such release is in accordance with the terms of this Indenture; (6) to confirm and evidence the release, termination or discharge of any Guarantor and Note Guarantee when such release, termination or discharge is permitted elsewhere in this Indenture; (7) to add to the covenants of the Issuers Company and the Guarantors its Restricted Subsidiaries or Events of Default for the benefit of Holders or to make changes that would provide additional rights to the Holders of the Notes or to surrender any right or power conferred upon the Issuers and the GuarantorsCompany; (8) to provide for or confirm the issuance of Exchange Notes and Additional Notes; (97) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under this the Indenture of any Holder Holder; (8) comply with any requirement of the SEC in connection with any material respectrequired the qualification of the Indenture under the Trust Indenture Act; (9) evidence and provide for the acceptance of an appointment under the Indenture of a successor trustee; provided that the successor trustee is otherwise qualified and eligible to act as such under the terms of the Indenture; (10) conform the text of this Third Supplemental Indenture or the Notes to any provision of the section entitled “Description of notes” in the Prospectus Supplement to the extent that such provision in such section was intended to be a verbatim recitation of a provision of this Third Supplemental Indenture or the Notes as confirmed in an Officer’s Certificate; or (1011) make any amendment to comply with requirements the provisions of this Third Supplemental Indenture relating to the transfer and legending of Notes as permitted by this Third Supplemental Indenture, including, without limitation to facilitate the issuance and administration of the Commission Notes or, if Incurred in order compliance with this Third Supplemental Indenture, Additional Notes; provided, however, that (A) compliance with this Third Supplemental 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 effect or maintain the qualification of this Indenture under the TIAtransfer Notes.”

Without Consent of Noteholders. Notwithstanding Section 8.02, the Issuers and Trustee may modify and amend this Indenture, the Notes or the Note Guarantees without the consent of any Holder for any of the following purposes: (1) to cure any ambiguity, defect or inconsistency; (2) to provide for uncertificated Notes in addition to or in place of Physical Notes; (3) to provide for the assumption of an Issuer’s or any Guarantor’s obligations to the Holders in the case of a merger or consolidation or sale of all or substantially all of such Issuer’s or such Guarantor’s assets; (4) to secure the Notes; (5) to conform the text of this Indenture, Note Guarantees or the Notes to any provision of the “Description of the Notes” contained in the Offering Memorandum to the extent that such provision in the “Description of the Notes” contained in the Offering Memorandum was intended to be a verbatim recitation of a provision of this Indenture, Note Guarantees or the Notes; (6) to add any Guarantor or release any Guarantor from its Note Guarantee if such release is in accordance with the terms of this Indenture; (6) to confirm and evidence the release, termination or discharge of any Guarantor and Note Guarantee when such release, termination or discharge is permitted elsewhere in this Indenture; (7) to add to the covenants of the Issuers and the Guarantors for the benefit of the Holders of the Notes or to surrender any right or power conferred upon the Issuers and the Guarantors; (8) to provide for or confirm the issuance of Exchange Notes and Additional Notes; (9) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the rights under this Indenture of any Holder in any material respect; or (10) to comply with requirements of the Commission in order to effect or maintain the qualification of this Indenture under the TIA.

Without Consent of Noteholders. Notwithstanding Section 8.02, the Issuers Issuer, the Guarantors (except that any existing Guarantors need not execute a supplemental indenture entered into pursuant to clause (5) below) and the Trustee may modify and amend or supplement this Indenture, the each series of Notes or the Note Guarantees without the consent of any Holder for any of the following purposes: (1) to cure any ambiguity, omission, defect or inconsistency; (2) to provide for uncertificated Notes in addition to or in place of Physical Notes; (3) to provide for the assumption of an the Issuer’s or any Guarantor’s obligations to the Holders of such Notes in the case of a merger merger, consolidation, or consolidation or sale Transfer of all or substantially all of such the Issuer’s or such Guarantor’s assets; (4) to secure the Notes; (5) to add any Guarantor or release any Guarantor from its Note Guarantee if such release is in accordance with the terms of this Indenture; (6) to confirm and evidence conform the release, termination or discharge text of any Guarantor and Note Guarantee when such release, termination or discharge is permitted elsewhere in this Indenture, the Notes, or the Guarantees to any provision of the “Description of Notes” set forth in the Offering Memorandum to the extent that such provision in the “Description of Notes” set forth in the Offering Memorandum was intended to be a verbatim recitation of a provision of this Indenture, the Notes, or the Guarantees, which intent may be evidenced by an Officer’s Certificate to that effect; (7) to add to provide for the covenants issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the Issuers and the Guarantors for the benefit of the Holders of the Notes or to surrender any right or power conferred upon the Issuers and the Guarantorsdate hereof; (8) to provide for or confirm the issuance of Exchange Notes and Additional Notes; (9) to make any change that would provide any additional rights or benefits to the Holders of such Notes or that does not adversely affect the rights under this Indenture of any Holder in any material respect; or (109) to comply with requirements add customary provisions allowing for the issuance of the Commission in order to effect or maintain the qualification of this Indenture under the TIAAdditional Notes into escrow.

Without Consent of Noteholders. Notwithstanding Section 8.02, the Issuers Issuer, the Guarantors and the Trustee may modify and amend or supplement this Indenture, the Notes or the Note Guarantees without the consent of any Holder Holders for any of the following purposes: (1) to cure any ambiguity, omission, defect or inconsistency; (2) to provide for uncertificated Notes in addition to or in place of Physical Notes; (3) to provide for the assumption of an the Issuer’s or any Guarantor’s obligations to the Holders in the case of a merger or consolidation or sale of all or substantially all of such the Issuer’s or such Guarantor’s assets; (4) to secure the NotesNotes and the Note Guarantees; (5) to release and discharge any Security Interest securing the Notes and the related Note Guarantees when permitted by the Indenture; (6) to add any Guarantor or release any Guarantor from its Note Guarantee if such release is permitted by the terms of this Indenture (which supplemental indenture need not be signed by any then-existing Guarantor); (7) to conform the text of this Indenture, the Notes or the Note Guarantees to any provision of the “Description of the Notes” section of the Offering Memorandum to the extent that such provision in the “Description of the Notes” section of the Offering Memorandum was intended to be a verbatim recitation of a provision of this Indenture, the Notes or the Note Guarantees; (8) to provide for the issuance of Additional Notes in accordance with the terms of this Indenture; (6) to confirm and evidence the release, termination or discharge of any Guarantor and Note Guarantee when such release, termination or discharge is permitted elsewhere in this Indenture; (7) to add to the covenants of the Issuers and the Guarantors for the benefit of the Holders of the Notes or to surrender any right or power conferred upon the Issuers and the Guarantors; (8) to provide for or confirm the issuance of Exchange Notes and Additional Notes; (9) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the rights under this Indenture of any Holder in any material respect; orrespect as set forth in an Officer’s Certificate; (10) to comply with requirements the rules of any applicable securities depositary; (11) to evidence and provide for the Commission in order acceptance of appointment by a successor or separate Trustee with respect to effect or maintain the qualification Notes; or (12) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes; provided, however, that (a) compliance with this Indenture as 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 adversely affect the rights of Holders to transfer Notes as set forth in an Officer’s Certificate. After an amendment or supplement under this Section 8.01 becomes effective, the TIAIssuer shall send to the Holders a notice briefly describing the amendment or supplement. Any failure of the Issuer to send such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment or supplement.

Without Consent of Noteholders. Notwithstanding Section 8.02, the Issuers Issuer and Trustee may modify and amend this Indenture, the Notes or the Note Guarantees without the consent of any Holder for any of the following purposes: (1) to cure any ambiguity, defect or inconsistency; (2) to provide for uncertificated Notes in addition to or in place of Physical Notes; (3) to provide for the assumption of an the Issuer’s or any Guarantor’s obligations to the Holders in the case of a merger or consolidation or sale of all or substantially all of such the Issuer’s or such Guarantor’s assets; (4) to secure the Notes; (5) to conform the text of the Indenture, Note Guarantees or the Notes to any provision of this Indenture to the extent that such provision in this Indenture was intended to be a verbatim recitation of a provision of this Indenture, Note Guarantees or the Notes; (6) to add any Guarantor or release any Guarantor from its Note Guarantee if such release is in accordance with the terms of this Indenture; (67) to confirm and evidence the release, termination or discharge of any Guarantor and Note Guarantee when such release, termination or discharge is permitted elsewhere in this Indenture; (7) 8) to add to the covenants of the Issuers Issuer and the Guarantors for the benefit of the Holders of the Notes or to surrender any right or power conferred upon the Issuers Issuer and the Guarantors; (8) 9) to provide for or confirm the issuance of Exchange Notes and Additional Notes; (910) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the rights under this Indenture of any Holder in any material respect; or (1011) to comply with requirements of the Commission in order to effect or maintain the qualification of this Indenture under the TIA.