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

Without Consent of Holders of Notes. Notwithstanding Section 12.02 of this Indenture, the Company, the Guarantor and the Trustee may amend or supplement this Indenture, the Notes or the Note Guarantee without the consent of any Holder of a Note: (a) to cure any ambiguity, defect or inconsistency; provided, however, that such cure does not adversely affect the interests of the Holders; (b) to provide for uncertificated Notes in addition to or in place of certificated Notes or to alter the provisions of ARTICLE 2 hereof (including the related definitions) in a manner that does not adversely affect any Holder; (c) to provide for the assumption of the Company’s or the Guarantor’s obligations to the Holders of the Notes under this Indenture, the Notes and the Note Guarantee by a successor to the Company or the Guarantor pursuant to ARTICLE 6 or ARTICLE 14 hereof; (d) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder or under the Notes or the Note Guarantee of any Holder of the Note; or (e) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA. In determining whether the Holders of the requisite Principal Amount of outstanding Notes are present at a meeting of Holders of Notes for quorum purposes or have consented to or voted in favor of any request, demand, authorization, direction, notice, consent, waiver, amendment or modification hereunder, Notes held for the account of the Company, or for any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company, shall be disregarded and deemed not to be outstanding; provided, however, that no Holder shall be deemed to be directly or indirectly controlling or controlled by or under direct or indirect common control with the Company solely by reason of ownership of such Notes. A change in a defined term used in this Section shall be deemed to be a change to this Section. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indenture, and upon receipt by the Trustee of the documents described in Section 12.06 hereof, the Trustee shall join with the Company and the Guarantor in the execution of any amended or supplemental Indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental Indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 12.02 of this Indenture9.02, the Company, the Guarantor Guarantors, the Trustee and the Collateral Trustee (if applicable with respect to the Security Documents) may amend or supplement this Indenture, the Notes Notes, the Note Guarantees or the other Note Guarantee Documents without the consent of any Holder of a NoteNotes: (a1) to cure any ambiguity, defect or inconsistency; provided, however, that such cure does not adversely affect the interests of the Holders; (b2) to provide for uncertificated Notes in addition to or in place of certificated Notes or to alter the provisions of ARTICLE 2 hereof (including the related definitions) in a manner that does not adversely affect any HolderNotes; (c3) to provide for the assumption of the Company’s or the a Guarantor’s obligations to the Holders of the Notes under this Indenture, the Notes and the Note Guarantee Guarantees by a successor to the Company or the such Guarantor pursuant to ARTICLE 6 Article 5 or ARTICLE 14 hereof10; (d4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder of any Holder; (5) to conform the text of this Indenture, the Notes, the Note Guarantees or under the other Note Documents to any provision of the “Description of Notes” section of the Company’s offering memorandum relating to the Initial Notes, to the extent that such provision in the “Description of Notes” was intended to be a verbatim or substantially verbatim recitation of a provision of this Indenture, the Notes, the Note Guarantees or the other Note Documents; (6) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the Issue Date; (7) to subordinate Liens on Collateral in accordance with the Note Documents; (8) to confirm and evidence the release, termination or discharge of any Lien with respect to or securing the Notes or the Note Guarantees when such release, termination or discharge is provided for in accordance with this Indenture and the other Note Documents; (9) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes or release the Note Guarantees pursuant to the terms of this Indenture; (10) to add any Holder Collateral as provided in this Indenture or the other Note Documents, as applicable; (11) with respect to the Security Documents, as provided in the Intercreditor Agreement; (12) to make, complete or confirm any grant of Collateral permitted or required by this Indenture or any of the NoteSecurity Documents establishing Parity Liens (including to secure Parity Lien Obligations permitted to be incurred and secured under this Indenture); or (e13) to comply with requirements of evidence and provide for the SEC in order to effect or maintain the qualification of acceptance under this Indenture under the TIAof a successor T▇▇▇▇▇▇. In determining whether addition, without the Holders consent of any Holder, the requisite Principal Amount of outstanding Notes are present at a meeting of Holders Intercreditor Agreement and the Collateral Trust Agreement may be amended in accordance with their terms, including to add additional Indebtedness as Priority Lien Debt or Parity 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 the Liens on such Collateral securing the other Priority Lien Debt or Parity Lien Debt, as applicable, then outstanding. Each Holder of Notes for quorum purposes or have consented hereunder (x) consents to or voted in favor the amendment of any request, demand, authorization, direction, notice, consent, waiver, amendment or modification hereunder, Notes held Note Document in the manner and for the account of the Company, or for any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company, shall be disregarded and deemed not to be outstanding; provided, however, that no Holder shall be deemed to be directly or indirectly controlling or controlled by or under direct or indirect common control with the Company solely by reason of ownership of such Notes. A change in a defined term used purposes set forth in this Section shall 9.01, (y) agrees that it will be deemed bound by and will take no actions contrary to be a change the provisions of any amendment to any Note Document pursuant to Section 9.01 and (z) authorizes and instructs the Trustee and the Collateral Trustee (and the Trustee to direct the Collateral Trustee, if necessary) to enter into any amendment to any Note Document pursuant to this SectionSection 9.01 on behalf of such Holder of Notes. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental IndentureCompany, and upon receipt by the Trustee of the documents described in Section 12.06 hereof7.02, the Trustee shall will join with the Company and the Guarantor 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 will not be obligated to enter into such amended or supplemental Indenture indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 12.02 9.02 of this Indenture, the Company, the Guarantor Guarantors and the Trustee may amend or supplement this Indenture, or the Notes or the Note Guarantee Guarantees without the consent of any Holder of a NoteNotes: (a1) to cure any ambiguity, defect or inconsistency; provided, however, that such cure does not adversely affect the interests of the Holders; (b2) to provide for uncertificated Notes in addition to or in place of certificated Notes or to alter the provisions of ARTICLE 2 hereof (including the related definitions) in a manner that does not adversely affect any HolderNotes; (c3) to provide for the assumption of the Company’s or the a Guarantor’s obligations to the Holders of the Notes under this Indenture, the Notes and the Note Guarantee Guarantees by a successor to the Company or the such Guarantor pursuant to ARTICLE 6 Article 5 or ARTICLE 14 Article 10 hereof; (d4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder or under the Notes or the Note Guarantee of any Holder of the Note; orHolder; (e5) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA. In determining whether ; (6) to conform the Holders text of this Indenture, the Note Guarantees or the Notes to any provision of the requisite Principal Amount “Description of outstanding Notes are present at a meeting of Holders of Notes for quorum purposes or have consented to or voted in favor of any request, demand, authorization, direction, notice, consent, waiver, amendment or modification hereunder, Notes held for the account Notes” section of the Company’s Offering Memorandum, or for any Person directly or indirectly controlling or controlled by or under direct or indirect common control with relating to the Companyinitial offering of the Notes, shall be disregarded and deemed not to be outstanding; provided, however, the extent that no Holder shall be deemed to be directly or indirectly controlling or controlled by or under direct or indirect common control with the Company solely by reason such provision in that “Description of ownership of such Notes. A change in a defined term used in this Section shall be deemed ” was intended to be a change verbatim recitation of a provision of this Indenture, the Note Guarantees or the Notes, which intent may be evidenced by an Officers’ Certificate to that effect; (7) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this SectionIndenture as of the date hereof; or (8) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indentureindenture, and upon receipt by the Trustee of the documents described in Section 12.06 7.02 hereof, the Trustee shall will join with the Company and the Guarantor 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 will not be obligated to enter into such amended or supplemental Indenture indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 12.02 9.02 of this Indenture, the Company, the Guarantor Company and the Trustee may amend or supplement this Indenture, Indenture or the Notes of one or the Note Guarantee more Series without the consent of any Holder of a Note: (a1) to cure any ambiguity, defect or inconsistency; provided, however, that such cure does not adversely affect the interests of the Holders; (b2) to provide for uncertificated Notes in addition to or in place of certificated Notes or to alter the provisions of ARTICLE 2 hereof (including the related definitions) in a manner that does not adversely affect any HolderNotes; (c3) to provide for the assumption of the Company’s or the Guarantor’s obligations to the Holders of the Notes under this Indenture, the Notes and the Note Guarantee of a given Series by a successor to the Company or the Guarantor pursuant to ARTICLE 6 or ARTICLE 14 Article 5 hereof; (d4) to make any change that would provide any additional rights or benefits to the Holders of the Notes of a given Series or that does not adversely affect the legal rights hereunder or under the Notes or the Note Guarantee of any Holder of the Note; ora Note of such Series; (e5) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA. In determining whether ; (6) to provide for the Holders issuance of and establish the form and terms and conditions of Notes of any Series as permitted by this Indenture; (7) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Notes of one or more Series and to add to or change any of the requisite Principal Amount provisions of outstanding Notes are present at a meeting this Indenture as shall be necessary to provide for or facilitate the administration of Holders of Notes for quorum purposes or have consented the trusts hereunder by more than one Trustee; or (8) to or voted in favor comply with the rules of any request, demand, authorization, direction, notice, consent, waiver, amendment securities exchange or modification hereunder, automated quotation system on which the Notes held for the account of the Company, or for any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company, shall be disregarded and deemed not to be outstanding; provided, however, that no Holder shall be deemed to be directly or indirectly controlling or controlled by or under direct or indirect common control with the Company solely by reason of ownership of such Notes. A change in a defined term used in this Section shall Series may be deemed to be a change to this Sectionlisted or traded. Upon the request of the Company accompanied by a resolution of its Board of Directors Resolution authorizing the execution of any such amended or supplemental Indentureindenture, and upon receipt by the Trustee of the documents described in Section 12.06 Sections 7.02 and 9.06 hereof, the Trustee shall will join with the Company and the Guarantor in the execution of any amended or supplemental Indenture indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall will not be obligated to enter into such amended or supplemental Indenture indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 12.02 9.02 of this Indenture, the Company, the Guarantor Guarantors and the Trustee may amend or supplement this Indenture, the Notes Note Guarantees or the Note Guarantee Notes without the consent of any Holder of a Note: (a1) to cure any ambiguity, defect or inconsistency; provided, however, that such cure does not adversely affect the interests of the Holders; (b2) to provide for uncertificated Notes in addition to or in place of certificated Notes or to alter the provisions of ARTICLE Article 2 hereof (including the related definitions) in a manner that does not materially adversely affect any Holder; (c3) to provide for the assumption of the Company’s 's or the a Guarantor’s 's obligations to the Holders of the Notes under this Indenture, the Notes and the Note Guarantee by a successor to the Company or the Guarantor pursuant to ARTICLE 6 Article 5 or ARTICLE 14 Article 12 hereof; (d4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder or under the Notes or the Note Guarantee of any Holder of the Note; or; (e5) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA. In determining whether ; (6) to conform the Holders text of this Indenture, the Collateral Documents, the Note Guarantees or the Notes to any provision of the requisite Principal Amount "Description of outstanding Notes are present at a meeting of Holders of Notes for quorum purposes or have consented to or voted in favor of any request, demand, authorization, direction, notice, consent, waiver, amendment or modification hereunder, Notes held for the account Notes" section of the CompanyOffering Memorandum, or for any Person directly or indirectly controlling or controlled by or under direct or indirect common control with to the Company, shall be disregarded and deemed not to be outstanding; provided, however, extent that no Holder shall be deemed to be directly or indirectly controlling or controlled by or under direct or indirect common control with the Company solely by reason such provision in that "Description of ownership of such Notes. A change in a defined term used in this Section shall be deemed " was intended to be a change verbatim recitation of a provision of this Indenture, the Collateral Documents, the Notes or the Note Guarantees; (7) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this SectionIndenture as of the date hereof; or (8) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indentureindenture, and upon receipt by the Trustee of the documents described in Section 12.06 7.02 hereof, the Trustee shall will join with the Company and the Guarantor 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 will not be obligated to enter into such amended or supplemental Indenture indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 12.02 9.02 of this Supplemental Indenture, the Company, the Guarantor Guarantors and the Trustee may amend or supplement this Supplemental Indenture, the Notes Guarantees or the Note Guarantee Notes without the consent of any Holder or Holders of a Note: (a) to cure any ambiguity, defect or inconsistency; provided, however, that such cure does not adversely affect the interests of the Holders; (b) to provide for uncertificated Notes in addition to or in place of certificated Notes or to alter Notes, provided that such uncertificated notes are issued in registered form under Section 163(f)(5) of the provisions of ARTICLE 2 hereof (including the related definitions) in a manner that does not adversely affect any HolderCode; (c) to provide for the assumption of the Company’s or the a Guarantor’s obligations to the Holders of the Notes under this Indenturein the case of merger or consolidation or sale of all or substantially all of the Company’s or such Guarantor’s assets, the Notes and the Note Guarantee by a successor to the Company or the Guarantor pursuant to ARTICLE 6 or ARTICLE 14 hereofapplicable; (d) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder or under the Notes or the Note Guarantee this Supplemental Indenture of any Holder of the Note; orNotes; (e) to comply with requirements of the SEC in order to effect or maintain the qualification of this Supplemental Indenture under the TIA. In determining whether ; (f) to provide for the issuance of Additional Notes in accordance with this Supplemental Indenture; (g) to conform the text of this Supplemental Indenture, the Notes or the Guarantees to any provision of the Description of Notes to the extent that such provision in the Description of Notes was intended to be a verbatim recitation of a provision of this Supplemental Indenture, the Notes or the Guarantees; (h) to allow any Guarantor to execute a supplemental indenture and/or a Guarantee with respect to the Notes; (i) to evidence and provide for the acceptance of appointment by a successor trustee; (j) to add guarantees with respect to the Notes; (k) to secure the Notes; or (l) to release any Lien granted in favor of the Holders of the requisite Principal Amount of outstanding Notes are present at a meeting of Holders of Notes for quorum purposes or have consented pursuant to or voted in favor of any request, demand, authorization, direction, notice, consent, waiver, amendment or modification hereunder, Notes held for the account Section 4.07 hereof upon release of the Company, or for any Person directly or indirectly controlling or controlled by or under direct or indirect common control with Lien securing the Company, shall be disregarded and deemed not underlying obligation that gave rise to be outstanding; provided, however, that no Holder shall be deemed to be directly or indirectly controlling or controlled by or under direct or indirect common control with the Company solely by reason of ownership of such Notes. A change in a defined term used in this Section shall be deemed to be a change to this SectionLien. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indentureindenture, and upon receipt by the Trustee of the documents described in Section 12.06 7.02 hereof, the Trustee shall will join with the Company and the Guarantor Guarantors in the execution of any amended or supplemental Indenture indenture authorized or permitted by the terms of this Supplemental Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall will not be obligated to enter into such amended or supplemental Indenture indenture that affects its own rights, duties or immunities under this Supplemental Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 12.02 9.02, without the consent of this Indentureany Holder, the Company, the Guarantor Guarantors and the Trustee may amend or supplement this Indenture, the Notes or the Note Guarantee without the consent of any Holder of a NoteSubsidiary Guarantees : (a1) to cure any ambiguity, omission, defect or inconsistency; provided, however, that such cure does not adversely affect the interests of the Holders; (b2) to provide for uncertificated Notes in addition to or in place of certificated Notes or to alter (provided that the provisions uncertificated Notes are issued in registered form for purposes of ARTICLE 2 hereof (including Section 163(f) of the related definitions) in a manner that does not adversely affect any HolderU.S. Internal Revenue Code of 1986, as amended); (c3) to provide for the assumption of the Company’s or the a Guarantor’s obligations to the Holders in the case of a merger or consolidation or sale of all or substantially all of the Notes under this Indenture, the Notes and the Note Guarantee by Company’s or a successor to the Company or the Guarantor pursuant to ARTICLE 6 or ARTICLE 14 hereofGuarantor’s assets; (d4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect in any material respect the legal rights hereunder or under the Notes or the Note Guarantee of any such Holder of the Note; orunder this Indenture; (e5) to add any Person as a Guarantor; provided any such supplemental indenture may be signed by the Company, the Guarantor providing the Subsidiary Guarantee and the Trustee; (6) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA. In determining whether Trust Indenture Act of 1939; (7) to remove a Guarantor which, in accordance with the terms of this Indenture, ceases to be liable in respect of its Subsidiary Guarantee or to evidence the release of any Guarantor permitted to be released under the terms of this Indenture or to allow any Guarantor to execute a supplemental Indenture and/or a Guarantee with respect to the Notes; (8) to evidence and provide for the acceptance of appointment under this Indenture by a successor Trustee; (9) to secure all of the Notes; (10) to add to the covenants of the Company or any Guarantor for the benefit of the Holders or to surrender any right or power conferred upon the Company or any Guarantor; (11) to conform the text of this Indenture, the Notes or the Subsidiary Guarantees to any provision of the requisite Principal Amount “Description of outstanding Notes are present at a meeting of Holders of Notes for quorum purposes or have consented to or voted in favor of any request, demand, authorization, direction, notice, consent, waiver, amendment or modification hereunder, Notes held for the account Notes” section of the CompanyOffering Memorandum, or for any Person directly or indirectly controlling or controlled by or under direct or indirect common control with to the Company, shall be disregarded and deemed not to be outstanding; provided, however, extent that no Holder shall be deemed to be directly or indirectly controlling or controlled by or under direct or indirect common control with the Company solely by reason such provision in that “Description of ownership of such Notes. A change in a defined term used in this Section shall be deemed ” was intended to be a change verbatim recitation of a provision of this Indenture, the Notes, or the Subsidiary Guarantees; (12) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this SectionIndenture; or (13) to comply with the provisions of the Depositary or the Trustee with respect to Article 2 of this Indenture. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental IndentureCompany, and upon receipt by the Trustee of the documents described in Section 12.06 hereofSections 7.02 and 9.05, the Trustee shall will join with the Company and the Guarantor 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 will not be obligated to enter into such amended or supplemental Indenture indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 12.02 9.02 of this Indenture, the Company, the Guarantor Guarantors and the Trustee may amend or supplement this Indenture, Indenture or the Notes or the Note Guarantee without the consent of any Holder of a Note: (a) to cure any ambiguity, defect or inconsistency; provided, however, that such cure does not adversely affect the interests of the Holders; (b) to provide for uncertificated Notes in addition to or in place of certificated Notes or to alter the provisions of ARTICLE 2 hereof (including the related definitions) in a manner that does not adversely affect any HolderNotes; (c) to provide for the assumption of the Company’s or the Guarantor’s obligations to the Holders of the Notes under this Indenture, the Notes and the Note Guarantee by a successor to the Company or the Guarantor pursuant to ARTICLE 6 or ARTICLE 14 Article 5 hereof; (d) to secure the Notes pursuant to the requirements of Section 4.12 or otherwise; (e) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder or under the Notes or the Note Guarantee of any Holder of the Note, provided that any change to conform this Indenture to the Company’s final offering circular relating to the Series A Notes shall not be deemed to adversely affect such legal rights; (f) to add or to release any Guarantor, in each case as provided in Article 10 hereof; or (eg) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA. In determining whether the Holders of the requisite Principal Amount of outstanding Notes are present at a meeting of Holders of Notes for quorum purposes or have consented to or voted in favor of any request, demand, authorization, direction, notice, consent, waiver, amendment or modification hereunder, Notes held for the account of the Company, or for any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company, shall be disregarded and deemed not to be outstanding; provided, however, that no Holder shall be deemed to be directly or indirectly controlling or controlled by or under direct or indirect common control with the Company solely by reason of ownership of such Notes. A change in a defined term used in this Section shall be deemed to be a change to this Section. Upon the request of the Company accompanied by a resolution of its Board of Directors Resolution authorizing the execution of any such amended or supplemental Indentureindenture, and upon receipt by the Trustee of the documents described in Section 12.06 9.06 hereof, the Trustee shall join with the Company and the Guarantor 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 not be obligated to enter into such amended or supplemental Indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 12.02 9.02 of this Indenture, the Company, the Guarantor Guarantors and the Trustee may amend or supplement this Indenture, Indenture or the Notes or the Note Guarantee Subsidiary Guarantees without the consent of any Holder of a Note: (a1) to cure any ambiguity, defect or inconsistency; provided, however, that such cure does not adversely affect the interests of the Holders; (b2) to provide for uncertificated Notes in addition to or in place of certificated Notes or to alter the provisions of ARTICLE 2 hereof (including the related definitions) in a manner that does not adversely affect any HolderNotes; (c3) to provide for the assumption of the Company’s or the a Guarantor’s obligations to the Holders of the Notes under this Indenture, the Notes and the Note Guarantee Subsidiary Guarantees by a successor to the Company or the such Guarantor pursuant to ARTICLE 6 Article 5 or ARTICLE 14 Article 10 hereof; (d4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder or under of any Holder; (5) to secure the Notes or the Note Guarantee Subsidiary Guarantees pursuant to the requirements of Section 4.12 hereof; (6) add any Holder Guarantor to or release any Guarantor from its Subsidiary Guarantee, in each case as provided in this Indenture; (7) to conform the text of this Indenture or the Notes to any provision of the Note“Description of Notes” section of the Company’s Offering Memorandum dated June 5, 2009, relating to the initial offering of the Notes, to the extent that such provision in that “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Subsidiary Guarantees or the Notes; (8) provide for the issuance of Additional Notes or a successor Trustee in respect of the Notes in accordance with the provisions of this Indenture; or (e9) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA. In determining whether the Holders of the requisite Principal Amount of outstanding Notes are present at a meeting of Holders of Notes for quorum purposes or have consented to or voted in favor of any request, demand, authorization, direction, notice, consent, waiver, amendment or modification hereunder, Notes held for the account of the Company, or for any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company, shall be disregarded and deemed not to be outstanding; provided, however, that no Holder shall be deemed to be directly or indirectly controlling or controlled by or under direct or indirect common control with the Company solely by reason of ownership of such Notes. A change in a defined term used in this Section shall be deemed to be a change to this Section. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indentureindenture, and upon receipt by the Trustee of the documents described in Section 12.06 7.02 hereof, the Trustee shall will join with the Company and the Guarantor 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 will not be obligated to enter into such amended or supplemental Indenture indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 12.02 9.02 of this Indenture, the Company, the Guarantor Guarantors and the Trustee may amend or supplement this Indenture, Indenture or the Notes or the Note Guarantee without the consent of any Holder of a Note: (a1) to cure any ambiguity, defect or inconsistency; provided, however, that such cure does not adversely affect the interests of the Holders; (b2) to provide for uncertificated Notes in addition to or in place of certificated Notes or to alter the provisions of ARTICLE 2 hereof (including the related definitions) in a manner that does not adversely affect any HolderNotes; (c3) to provide for the assumption of the Company’s or the Guarantor’s 's obligations to the Holders of Notes in the Notes under this Indenture, case of a merger or consolidation or sale of all or substantially all of the Notes and the Note Guarantee by a successor to the Company or the Guarantor pursuant to ARTICLE 6 or ARTICLE 14 hereofCompany's assets; (d4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder or under the Notes or the Note Guarantee this Indenture of any Holder of the Note; orHolder; (e5) to comply with requirements of the SEC Commission in order to effect or maintain the qualification of this Indenture under the TIA. In determining whether ; (6) to provide for the Holders issuance of Additional Notes in accordance with the limitation set forth in this Indenture as of the requisite Principal Amount date hereof; (7) to release a Guarantor from its obligation under its Subsidiary Guarantee or this Indenture in accordance with the terms of outstanding Notes are present at this Indenture; (8) to allow any Guarantor to execute a meeting of Holders of Notes for quorum purposes or have consented supplemental indenture and/or a Subsidiary Guarantee with respect to or voted in favor of any request, demand, authorization, direction, notice, consent, waiver, amendment or modification hereunder, Notes held for the account Notes; or (9) to evidence and provide the acceptance of the Company, or for any Person directly or indirectly controlling or controlled by or appointment of a successor Trustee under direct or indirect common control with the Company, shall be disregarded and deemed not to be outstanding; provided, however, that no Holder shall be deemed to be directly or indirectly controlling or controlled by or under direct or indirect common control with the Company solely by reason of ownership of such Notes. A change in a defined term used in this Section shall be deemed to be a change to this SectionIndenture. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indenture, and upon receipt by the Trustee of the documents described in Section 12.06 Sections 7.02(b) and 9.06 hereof, the Trustee shall will join with the Company and the Guarantor 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 will 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.

Without Consent of Holders of Notes. Notwithstanding Section 12.02 9.02 of this Indenture, the Company, the Guarantor Company and the Trustee may amend or supplement this Indenture, Indenture or the Notes or the Note Guarantee without the consent of any Holder of a Note: (a) to cure any ambiguity, defect or inconsistency; provided, however, that such cure does not adversely affect the interests of the Holders; (b) to provide for uncertificated Notes in addition to or in place of certificated Notes (provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code) or to alter the provisions of ARTICLE Article 2 or the Appendix hereof relating to the form of the Notes (including the related definitions) in a manner that does not adversely affect any Holder; (c) to provide for the assumption of the Company’s or the Guarantor’s obligations to the Holders of the Notes under this Indenture, the Notes and the Note Guarantee by a successor to the Company or the Guarantor pursuant to ARTICLE 6 or ARTICLE 14 Article 5 hereof; (d) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder or under the Notes or the Note Guarantee of any Holder of the Note; orNotes; (e) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA. In determining whether ; (f) to provide for the Holders of the requisite Principal Amount of outstanding Notes are present at a meeting of Holders issuance of Notes for quorum purposes or have consented to or voted issued after the Issue Date in favor of any request, demand, authorization, direction, notice, consent, waiver, amendment or modification hereunder, Notes held for the account of the Company, or for any Person directly or indirectly controlling or controlled by or under direct or indirect common control accordance with the Company, shall be disregarded and deemed not to be outstanding; provided, however, that no Holder shall be deemed to be directly or indirectly controlling or controlled by or under direct or indirect common control with the Company solely by reason of ownership of such Notes. A change in a defined term used limitations set forth in this Section shall be deemed Indenture; or (g) to be a change add guarantees with respect to this Sectionthe Notes. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indenture, and upon receipt by the Trustee of the documents described in Section 12.06 7.02 hereof, the Trustee shall join with the Company and the Guarantor in the execution of any amended or supplemental Indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental Indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 12.02 9.02 hereof, without the consent of this Indentureany Holder, the Company, the Guarantor Issuer and the Trustee may amend or supplement this Indenture, Indenture or the Notes or the Note Guarantee without the consent of any Holder of a Noteto: (a) to cure any ambiguity, defect or inconsistency; provided, however, that such cure does not adversely affect the interests of the Holders; (b) to provide for uncertificated Notes in addition to or in place of certificated Definitive Notes or to alter (provided that the provisions uncertificated Notes are issued in registered form for purposes of ARTICLE 2 hereof (including Section 163(f) of the related definitions) in a manner that does not adversely affect any HolderU.S. Internal Revenue Code of 1986, as amended); (c) to provide for the assumption of the CompanyIssuer’s or the Guarantor’s obligations to the Holders of Obligations under the Notes under this Indenture, the Notes and the Note Guarantee by a successor to the Company Issuer in the case of a merger or consolidation or sale of all or substantially all of the Guarantor Issuer’s assets pursuant to ARTICLE 6 or ARTICLE 14 Article 5 hereof; (d) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder of any such Holder; (e) conform the text of this Indenture or under the Notes to any provision of the “Description of Notes” in the Issuer’s Offering Memorandum dated as of June 11, 2020, relating to the offering of the Initial Notes, 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 Note Guarantee Notes, which intent may be evidenced by an Officer’s Certificate to that effect; (f) provide for the issuance of any Holder Additional Notes in accordance with the limitations set forth in this Indenture as of the Notedate of this Indenture; (g) evidence and provide for the acceptance of appointment by a successor T▇▇▇▇▇▇; (h) comply with the procedures of DTC, Euroclear or Clearstream; (i) allow a Person to Guarantee the Issuer’s Obligations under this Indenture and the Notes by executing a supplemental indenture with respect to the Notes (or to release any such Person from such a Guarantee as provided or permitted by the terms of this Indenture and such Guarantee); (j) other than with respect to matters listed in clauses 9.02(a) through (h), comply with requirements of applicable Gaming Laws or provide for requirements imposed by applicable Gaming Authorities; or (ek) provide for the Notes to comply with requirements of the SEC in order become secured (or to effect or maintain the qualification of release such security as permitted by this Indenture under and the TIA. In determining whether the Holders of the requisite Principal Amount of outstanding Notes are present at a meeting of Holders of Notes for quorum purposes or have consented to or voted in favor of any request, demand, authorization, direction, notice, consent, waiver, amendment or modification hereunder, Notes held for the account of the Company, or for any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company, shall be disregarded and deemed not to be outstanding; provided, however, that no Holder shall be deemed to be directly or indirectly controlling or controlled by or under direct or indirect common control with the Company solely by reason of ownership of such Notes. A change in a defined term used in this Section shall be deemed to be a change to this Sectionapplicable security documents). Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indenture, Issuer and upon receipt by the Trustee of the documents described in Section 12.06 Sections 7.02 and 11.02 hereof, the Trustee shall join with the Company and the Guarantor Issuer 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 not be obligated to enter into such amended or supplemental Indenture indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 12.02 9.02 of this Indenture, the CompanyIssuers, the Guarantor Guarantors and the Trustee may amend or supplement this Indenture, Indenture or the Notes or the Note Guarantee without the consent of any Holder of a Note: (a) to cure any ambiguity, defect or inconsistency; provided, however, that such cure does not adversely affect the interests of the Holders; (b) to provide for uncertificated Notes in addition to or in place of certificated Notes or to alter the provisions of ARTICLE 2 hereof (including the related definitions) in a manner that does not adversely affect any HolderNotes; (c) to provide for the assumption of the Companyan Issuer’s or the Guarantor’s obligations to the Holders of the Notes under this Indenture, the Notes and the Note Guarantee by a successor to the Company or the Guarantor pursuant to ARTICLE 6 or ARTICLE 14 Article 5 hereof; (d) to make any change that would provide any additional rights or benefits to the Holders of the Notes or surrender any right or power conferred upon the Issuers or the Subsidiary Guarantors by the Indenture that does not adversely affect the legal rights hereunder or under the Notes or the Note Guarantee of any Holder 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 the Note; orany Holder; (e) to secure the Notes or the Subsidiary Guarantees pursuant to the requirements of Section 4.12 or otherwise; (f) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture; (g) 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; (h) to comply with the requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA. In determining whether the Holders of the requisite Principal Amount of outstanding Notes are present at a meeting of Holders of Notes for quorum purposes ; (i) to evidence or have consented to or voted in favor of any request, demand, authorization, direction, notice, consent, waiver, amendment or modification hereunder, Notes held provide for the account acceptance of appointment under this Indenture of a successor Trustee; or (j) provide for the Company, or for any Person directly or indirectly controlling or controlled by or under direct or indirect common control with issuance of exchange securities which shall have terms substantially identical in all respects to the Company, Notes (except that transfer restrictions contained in the Notes shall be disregarded modified or eliminated as appropriate) and deemed not to be outstanding; provided, however, that no Holder which shall be deemed to be directly or indirectly controlling or controlled by or under direct or indirect common control treated, together with the Company solely by reason any outstanding notes, as a single class of ownership of such Notes. A change in a defined term used in this Section shall be deemed to be a change to this Sectionsecurities. Upon the request of the Company accompanied by a resolution of its the Board of Directors of the General Partner authorizing the execution of any such amended or supplemental Indentureindenture, and upon receipt by the Trustee of the documents described in Section 12.06 7.02 hereof, the Trustee shall join with the Company Issuers and the Guarantor 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 not be obligated to enter into such amended or supplemental Indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 12.02 8.02 of this Supplemental Indenture, without the Companyconsent of any Holder of Notes, the Guarantor Company and the Trustee may amend or supplement this Indenture, Supplemental Indenture or the Notes or the Note Guarantee without the consent of any Holder of a Noteto: (ai) to cure any ambiguityambiguities, defect or inconsistency; provided, however, that such cure does not adversely affect the interests of the Holders; (bii) provide for the assumption of the Company’s obligations to Holders of Notes in the case of a merger or consolidation or sale of all or substantially all of the Company’s assets; (iii) provide for uncertificated Notes in addition to or in place of certificated Notes or to alter the provisions of ARTICLE 2 hereof (including the related definitions) in a manner that does not adversely affect any HolderNotes; (civ) to provide for the assumption of the Company’s or the Guarantor’s obligations to the Holders add any Person as a guarantor of the Notes under this Indenture, or secure the Notes and the Note Guarantee by a successor to the Company or the Guarantor pursuant to ARTICLE 6 or ARTICLE 14 hereofany guarantees; (dv) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect in any material respect the legal rights hereunder or under the Notes or the Note Guarantee this Indenture of any Holder of the Note; orsuch Holder; (evi) to comply with requirements of the SEC in order to effect or maintain the qualification of this the Indenture under the TIA. In determining whether ; or (vii) conform this Indenture or the Holders Notes to the descriptions thereof set forth in the “Description of the requisite Principal Amount of outstanding Notes are present at a meeting of Holders of Notes for quorum purposes or have consented to or voted in favor of any request, demand, authorization, direction, notice, consent, waiver, amendment or modification hereunder, Notes held for the account Notes” section of the Company’s prospectus supplement dated February 27, or for any Person directly or indirectly controlling or controlled by or under direct or indirect common control 2019, relating to the initial offering of the Notes to the extent that the Trustee has received an Officer’s Certificate stating that such text constitutes an unintended conflict with the Company, shall be disregarded and deemed not to be outstanding; provided, however, that no Holder shall be deemed to be directly or indirectly controlling or controlled by or under direct or indirect common control with the Company solely by reason corresponding provision in such “Description of ownership of such Notes. A change in a defined term used in this Section shall be deemed to be a change to this Section. .” Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indentureindenture, and upon receipt by the Trustee of the documents described in Section 12.06 hereof14.03 of the Base Indenture, the Trustee shall will join with the Company and the Guarantor in the execution of any amended or supplemental Indenture indenture authorized or permitted by the terms of this Supplemental Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall will not be obligated to enter into such amended or supplemental Indenture indenture that affects its own rights, duties or immunities under this the Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 12.02 9.02 of this Indenture, the Company, the Guarantor Guarantors and the Trustee may amend or supplement this Indenture, the Notes or the Note Guarantee Guarantees without the consent of any Holder of a NoteNotes: (a1) to cure any ambiguity, defect or inconsistency; provided, however, that such cure does not adversely affect the interests of the Holders; (b2) to provide for uncertificated Notes in addition to or in place of certificated Notes or to alter the provisions of ARTICLE 2 hereof (including the related definitions) in a manner that does not adversely affect any HolderNotes; (c3) to provide for the assumption of the Company’s 's or the a Guarantor’s 's obligations to the Holders of the Notes under this Indenture, the Notes and the Note Guarantee by Guarantees in the case of a successor to merger or consolidation or sale of all or substantially all of the Company Company's or the Guarantor pursuant to ARTICLE 6 or ARTICLE 14 hereofsuch Guarantor's assets, as applicable; (d4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder or under the Notes or the Note Guarantee of any Holder of the Note; orsuch Holder; (e5) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA. In determining whether ; or (6) to conform the Holders text of this Indenture or the Notes to any provision of the requisite Principal Amount "Description of outstanding Notes are present at a meeting of Holders of Notes for quorum purposes or have consented to or voted in favor of any request, demand, authorization, direction, notice, consent, waiver, amendment or modification hereunder, Notes held for the account Notes" section of the Company's Offering Memorandum dated August 7, or for any Person directly or indirectly controlling or controlled by or under direct or indirect common control with 2003, relating to the Companyinitial offering of the Notes, shall be disregarded and deemed not to be outstanding; provided, however, the extent that no Holder shall be deemed to be directly or indirectly controlling or controlled by or under direct or indirect common control with the Company solely by reason such provision in that "Description of ownership of such Notes. A change in a defined term used in this Section shall be deemed " was intended to be a change to verbatim recitation of a provision of this SectionIndenture, the Note Guarantees or the Notes. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indentureindenture, and upon receipt by the Trustee of the documents described in Section 12.06 7.02 hereof, the Trustee shall will join with the Company and the Guarantor 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 will not be obligated to enter into such amended or supplemental Indenture indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 12.02 9.02 of this Indenture, without the consent of any Holder of Notes, the Company, the Guarantor Guarantors and the Trustee may amend or supplement this Indenture, the Notes or the Note Guarantee without the consent of any Holder of a NoteGuarantees: (a1) to cure any ambiguity, defect or inconsistency; provided, however, that such cure does not adversely affect the interests of the Holders; (b2) to provide for uncertificated Notes in addition to or in place of certificated Notes or to alter the provisions of ARTICLE 2 hereof (including the related definitions) in a manner that does not adversely affect any HolderNotes; (c3) to provide for the assumption of the Company’s or the a Guarantor’s obligations to the Holders of the Notes under this Indenture, the Notes and the Note Guarantee Guarantees by a successor to the Company or the such Guarantor pursuant to ARTICLE 6 Article 5 or ARTICLE 14 Article 10 hereof; (d4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder or under the Notes or the Note Guarantee of any Holder of the Note; orHolder; (e5) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA. In determining whether ; (6) to conform the Holders text of this Indenture, the Notes, the Note Guarantees to any provision of the requisite Principal Amount “Description of outstanding Notes are present at a meeting of Holders of Notes for quorum purposes or have consented to or voted in favor of any request, demand, authorization, direction, notice, consent, waiver, amendment or modification hereunder, Notes held for the account Notes” section of the CompanyOffering Memorandum, or for any Person directly or indirectly controlling or controlled by or under direct or indirect common control with to the Company, shall be disregarded and deemed not to be outstanding; provided, however, extent that no Holder shall be deemed to be directly or indirectly controlling or controlled by or under direct or indirect common control with the Company solely by reason such provision in that “Description of ownership of such Notes. A change in a defined term used in this Section shall be deemed ” was intended to be a change verbatim recitation of a provision of this Indenture, the Notes, the Note Guarantees, which intent may be evidenced by an Officer’s Certificate to that effect; (7) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this SectionIndenture as of the date hereof; (8) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes or to secure the Notes; or (9) to evidence and provide for the acceptance of the appointment of a successor Trustee. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indentureindenture, and upon receipt by the Trustee of the documents described in Section 12.06 7.02 hereof, the Trustee shall will join with the Company and the Guarantor 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 will not be obligated to enter into such amended or supplemental Indenture indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 12.02 9.02 of this Indenture, the Company, the Guarantor Company and the Trustee may amend or supplement this Indenture, Indenture or the Notes or the Note Guarantee without the consent of any Holder of a Note: (a1) to cure any ambiguity, defect or inconsistency; provided, however, that such cure does not adversely affect the interests of the Holders; (b2) to provide for uncertificated Notes in addition to or in place of certificated Notes or to alter the provisions of ARTICLE 2 hereof (including the related definitions) in a manner that does not adversely affect any HolderNotes; (c3) to provide for the assumption of the Company’s or the Guarantor’s 's obligations to the Holders of the Notes under this IndentureIndenture or any Guarantor's obligations under its Subsidiary Guarantee in the case of a merger, the Notes and the Note Guarantee by a successor to consolidation or sale of assets involving the Company or the Guarantor such Guarantor, as applicable, pursuant to ARTICLE 6 Article 5 or ARTICLE 14 Article 11 hereof; (d4) to release a Guarantor in accordance with Section 11.05; (5) to make any change that would provide any additional rights or benefits to the Holders of the Notes (including providing for Subsidiary Guarantees and any supplemental indenture required pursuant to Section 4.17) or that does not adversely affect the legal rights hereunder or under the Notes or the Note Guarantee of any Holder of the Note; or; (e6) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA. In determining whether ; or (7) to provide for the Holders issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the requisite Principal Amount of outstanding Notes are present at a meeting of Holders of Notes for quorum purposes or have consented to or voted in favor of any request, demand, authorization, direction, notice, consent, waiver, amendment or modification hereunder, Notes held for the account of the Company, or for any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company, shall be disregarded and deemed not to be outstanding; provided, however, that no Holder shall be deemed to be directly or indirectly controlling or controlled by or under direct or indirect common control with the Company solely by reason of ownership of such Notes. A change in a defined term used in this Section shall be deemed to be a change to this Sectiondate hereof. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indenture, and upon receipt by the Trustee of the documents described in Section 12.06 7.02 hereof, the Trustee shall will join with the Company and the Guarantor in the execution of any amended or supplemental Indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall will not be obligated to enter into such amended or supplemental Indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 12.02 9.02 of this Indenture, the Company, Company and the Guarantor Guarantors and the Trustee may amend or supplement this Indenture, the Note Guarantees, the Notes or (subject to any required consents of others) the Note Guarantee Security Documents without the consent of any Holder of a Note: (a) to cure any ambiguity, defect or inconsistency; provided, however, that such cure does not adversely affect the interests of the Holders; (b) to provide for uncertificated Notes in addition to or in place of certificated Notes or to alter the provisions of ARTICLE Article 2 hereof (including the related definitions) in a manner that does not materially adversely affect any Holder; (c) to provide for the assumption of the Company’s or the Guarantor’s obligations to the Holders of the Notes under this Indenture, in the Notes and case of a merger or consolidation or sale of all or substantially all of the Note Guarantee by a successor to the Company or the Guarantor Company’s assets pursuant to ARTICLE 6 or ARTICLE 14 Article 5 hereof; (d) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder or under the Notes or the Note Guarantee of any Holder of the Note; or; (e) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA. In determining whether ; (f) to evidence and provide for the Holders acceptance of appointment under the Security Documents by a successor Collateral Agent; (g) to add to the Collateral securing the Notes; (h) to conform the text of this Indenture, the Notes or the Security Documents to any provision of the requisite Principal Amount “Description of outstanding Notes are present at a meeting the Notes” contained within the Final Offering Memorandum of Holders the Company dated April 1, 2010 (“Final Offering Memorandum”) to the extent that the Trustee has received an Officers’ Certificate stating that such text constitutes an unintended conflict with the description of Notes for quorum purposes the corresponding provision in the “Description of the Notes”; (i) to mortgage, pledge, hypothecate or have consented to or voted grant any other Lien in favor of any request, demand, authorization, direction, notice, consent, waiver, amendment or modification hereunder, Notes held the Collateral Agent for the account benefit of the CompanySecured Parties, as additional security for the payment and performance of all or any portion of the Second Lien Obligations, on any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or on which a Lien is required to be granted to or for the benefit of the Trustee or the Collateral Agent pursuant to this Indenture, any Person directly of the Security Documents or indirectly controlling otherwise; (j) to provide for the amendment of the Security Documents or controlled release of Collateral from the Lien of this Indenture and the Security Documents, in either case, when permitted or required by the Security Documents or this Indenture; (k) to secure any Permitted Additional Pari Passu Obligations under direct the Security Documents and to appropriately include the same in the Intercreditor Agreement; (l) to provide for or indirect common control confirm the issuance of Additional Notes in accordance with the Company, shall be disregarded terms of this Indenture; or (m) to evidence and deemed not to be outstanding; provided, however, that no Holder shall be deemed to be directly provide for the acceptance of appointment under this Indenture and the Security Documents by a successor Trustee or indirectly controlling or controlled by or under direct or indirect common control with the Company solely by reason of ownership of such Notes. A change in a defined term used in this Section shall be deemed to be a change to this SectionCollateral Agent. Upon the request of the Company accompanied by a resolution of its the Board of Directors of the Company and each of the Guarantors, authorizing the execution of any such amended or supplemental Indenture, and upon receipt by the Trustee of the documents described in Section 12.06 7.02 hereof, the Trustee shall join with the Company and each of the Guarantor 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 not be obligated to enter into such amended or supplemental Indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 12.02 9.02 of this Indenture, from time to time the Company, the Guarantor and Guarantors, the Trustee and, if such amendment, modification, waiver or supplement relates to any Collateral Agreement, the Collateral Agent, without the consent of the Holders, may amend amend, modify or supplement this Indenture, the Notes or Notes, the Note Guarantee without Guarantees and the consent of any Holder of a NoteCollateral Agreements: (a1) to cure any ambiguity, defect or inconsistency; provided, however, that such cure does not adversely affect the interests of the Holders; (b2) to provide for uncertificated Notes in addition to or in place of certificated Notes or to alter the provisions of ARTICLE 2 hereof (including the related definitions) in a manner that does not adversely affect any HolderNotes; (c3) to provide for the assumption of the Company’s or the GuarantorParent’s obligations to the Holders of the Notes under this Indenture, in the Notes and case of a merger or consolidation or sale of all of the Note Guarantee by a successor to the Company Parent’s properties or the Guarantor pursuant to ARTICLE 6 or ARTICLE 14 hereofassets; (d4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder or under the Notes or the Note Guarantee of any Holder under this Indenture, the Notes, the Guarantees or any Collateral Agreement, provided that any change to conform this Indenture, the Notes, the Collateral Agreements or the Guarantees to any provision of the Note; or“Description of Notes” section of the Offering Circular will not be deemed to adversely affect the legal rights under this Indenture of any Holder; (e5) in connection with any addition or release of Collateral permitted under the terms of this Indenture or the Collateral Agreements; (6) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture and for the securing of such Notes by the Collateral Agreements; (7) to add any additional Subsidiary Guarantor or to evidence the release of any Subsidiary Guarantor from its Guarantee, in each case in accordance with the terms of this Indenture; (8) to comply with requirements of the SEC in order to effect or maintain the qualification qualifications of this Indenture under the TIA. In determining whether the Holders ; or (9) to evidence or provide for acceptance of the requisite Principal Amount appointment of outstanding Notes are present at a meeting of Holders of Notes for quorum purposes successor Trustee or have consented to or voted in favor of any request, demand, authorization, direction, notice, consent, waiver, amendment or modification hereunder, Notes held for the account of the Company, or for any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company, shall be disregarded and deemed not to be outstanding; provided, however, that no Holder shall be deemed to be directly or indirectly controlling or controlled by or under direct or indirect common control with the Company solely by reason of ownership of such Notes. A change in a defined term used in this Section shall be deemed to be a change to this SectionCollateral Agent. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indentureindenture, and upon receipt by the Trustee or the Collateral Agent, as applicable, of the documents described in Section 12.06 7.02(b) hereof, the Trustee shall or the Collateral Agent, as applicable, will join with the Company and the Guarantor 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 neither the Trustee shall not nor the Collateral Agent will be obligated to enter into such amended or supplemental Indenture indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 12.02 9.02 hereof, without the consent of this Indentureany Holder of Notes, the Company, the Guarantor Company and the Trustee may amend or supplement this Indenture, the Notes or the Note Guarantee without the consent of any Holder of a NoteGuarantees: (a1) to cure any ambiguity, mistake, defect or inconsistency; provided, however, that such cure does not adversely affect the interests of the Holders; (b2) to provide for uncertificated Notes in addition to or in place of certificated Notes or to alter the provisions of ARTICLE 2 hereof (including the related definitions) in a manner that does not adversely affect any HolderNotes; (c3) to provide for the assumption of the Company’s or the any Guarantor’s obligations Obligations to the Holders of the Notes under this Indenture, the Notes and the Note Guarantee Guarantees by a successor to the Company or the of such Guarantor pursuant to ARTICLE 6 Article 5 or ARTICLE 14 Article 10 hereof; (d4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder or under the Notes or the Note Guarantee of any Holder of the Note; orin any material respects; (e5) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA. In determining whether ; (6) to conform the Holders text of this Indenture, the Notes or the Note Guarantees to any provision of the requisite Principal Amount “Description of outstanding the Notes” section of the Offering Memorandum; (7) to provide for the issuance of the Exchange Notes are present at pursuant to the Registration Rights Agreement and the of Additional Notes in accordance with the limitations set forth in this Indenture as of the Issue Date; (8) to allow any Guarantor to execute a meeting supplemental indenture and/or a Note Guarantee with respect to the Notes in accordance with the terms of Holders of Notes for quorum purposes or have consented this Indenture, to add security to or voted in favor for the benefit of the Notes, or to confirm and evidence the release, termination or discharge of any requestNote Guarantee or Lien with respect to or securing the Notes when such release, demand, authorization, direction, notice, consent, waiver, amendment termination or modification hereunder, Notes held discharge is provided for under this Indenture; or (9) to evidence and provide for the account acceptance and appointment under this Indenture of a successor trustee pursuant to the Company, or for any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company, shall be disregarded and deemed not to be outstanding; provided, however, that no Holder shall be deemed to be directly or indirectly controlling or controlled by or under direct or indirect common control with the Company solely by reason of ownership of such Notes. A change in a defined term used in this Section shall be deemed to be a change to this Sectionrequirements therefor. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental IndentureCompany, and upon receipt by the Trustee of the documents described in Section 12.06 7.02, 9.06, 12.04 and 12.05 hereof, the Trustee shall will join with the Company and the any Guarantor in the execution of any amended or supplemental Indenture indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall will not be obligated to enter into such amended or supplemental Indenture indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 12.02 9.02 of this Indenture, without the consent of any Holder of Notes, the Company, the Guarantor Guarantors and the Trustee may amend or supplement this Indenture, the Notes or the Note Guarantee without the consent of any Holder of a NoteGuarantees: (a1) to cure any ambiguity, defect or inconsistency; provided, however, that such cure does not adversely affect the interests of the Holders; (b2) to provide for uncertificated Notes in addition to or in place of certificated Notes or to alter the provisions of ARTICLE 2 hereof (including the related definitions) in a manner that does not adversely affect any HolderNotes; (c3) to provide for the assumption of the Company’s or the a Guarantor’s obligations to the Holders of the Notes under this Indenture, the Notes and the Note Guarantee Guarantees by a successor to the Company or the such Guarantor pursuant to ARTICLE 6 Article 5 or ARTICLE 14 Article 10 hereof; (d4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder or under the Notes or the Note Guarantee of any Holder of the Note; orHolder; (e5) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA. In determining whether ; (6) to conform the Holders text of this Indenture, the Notes, the Note Guarantees to any provision of the requisite Principal Amount “Description of outstanding Notes are present at a meeting of Holders of Notes for quorum purposes or have consented to or voted in favor of any request, demand, authorization, direction, notice, consent, waiver, amendment or modification hereunder, Notes held for the account Notes” section of the Company’s Offering Memorandum dated November 15, or for any Person directly or indirectly controlling or controlled by or under direct or indirect common control with 2010, relating to the Companyinitial offering of the Notes, shall be disregarded and deemed not to be outstanding; provided, however, the extent that no Holder shall be deemed to be directly or indirectly controlling or controlled by or under direct or indirect common control with the Company solely by reason such provision in that “Description of ownership of such Notes. A change in a defined term used in this Section shall be deemed ” was intended to be a change verbatim recitation of a provision of this Indenture, the Notes, the Note Guarantees, which intent may be evidenced by an Officers’ Certificate to that effect; (7) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this SectionIndenture as of the Issue Date; or (8) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes. Upon the request of the 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 12.06 7.02 hereof, the Trustee shall will join with the Company and the Guarantor 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 will not be obligated to enter into such amended or supplemental Indenture indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 12.02 9.02 of this Indenture, without the consent of any Holder of Securities, the Company, the Guarantor Guarantors and the Trustee may amend or supplement this Indenture, the Notes Securities or the Note Guarantee without the consent of any Holder of a NoteSubsidiary Guarantees: (a1) to cure any ambiguity, mistake, defect or inconsistency; provided, however, that such cure does not adversely affect the interests of the Holders; (b2) to provide for uncertificated Notes Securities in addition to or in place of certificated Notes or to alter Securities (provided, that the provisions uncertificated Securities are issued in registered form for purposes of ARTICLE 2 hereof (including Section 163(f) of the related definitions) in a manner that does not adversely affect any HolderCode); (c3) to provide for the assumption of the Company’s or the Guarantor’s obligations Obligations to the Holders of Securities in the Notes under this Indenture, case of a merger or consolidation or sale of all or substantially all of the Notes and the Note Guarantee by a successor to the Company or the Guarantor pursuant to ARTICLE 6 or ARTICLE 14 hereofCompany’s assets; (d4) to make any change that would provide any additional rights or benefits to the Holders of the Notes Securities or that does not adversely affect the legal rights hereunder or under the Notes or the Note Guarantee this Indenture of any Holder of the Note; orsuch Holder; (e5) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA. In determining whether ; (6) to conform the Holders text of this Indenture or the Notes to any provision of the requisite Principal Amount “Description of outstanding Notes are present at a meeting the Notes” section of Holders the Offering Memorandum, relating to the initial offering of Notes for quorum purposes or have consented the Notes; (7) to or voted in favor of any request, demand, authorization, direction, notice, consent, waiver, amendment or modification hereunder, Notes held evidence and provide for the account acceptance and appointment under this Indenture of a successor trustee pursuant to the requirements hereof; (8) to provide for the issuance of Additional Notes and Additional Securities in accordance with the limitations set forth in this Indenture as of the Company, or for date hereof; or (9) to allow any Person directly or indirectly controlling or controlled by or under direct or indirect common control Guarantor to execute a supplemental indenture and/or a Subsidiary Guarantee with respect to the Company, shall be disregarded and deemed not to be outstanding; provided, however, that no Holder shall be deemed to be directly or indirectly controlling or controlled by or under direct or indirect common control with the Company solely by reason of ownership of such Notes. A change in a defined term used in this Section shall be deemed to be a change to this SectionSecurities. Upon the request of the Company accompanied by a resolution of its Board of Directors Resolution authorizing the execution of any such amended or supplemental Indentureindenture, and upon receipt by the Trustee of the documents described in Section 12.06 7.02 hereof, the Trustee shall join with the Company and the Guarantor 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 not be obligated to enter into such amended or supplemental Indenture indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 12.02 9.02 of this Indenture, the Company, the Guarantor Guarantors and the Trustee may amend or supplement this Indenture, Indenture or the Notes or the Note Guarantee Guarantees without the consent of any Holder of a Note: (a1) to cure any ambiguity, defect or inconsistency; provided, however, that such cure does not adversely affect the interests of the Holders; (b2) to provide for uncertificated Notes in addition to or in place of certificated Notes or to alter the provisions of ARTICLE 2 hereof (including the related definitions) in a manner that does not adversely affect any HolderNotes; (c3) to provide for the assumption of the Company’s or the a Guarantor’s obligations to the Holders of the Notes under this Indenture, the Notes and the Note Guarantee Guarantees by a successor to the Company or the such Guarantor pursuant to ARTICLE 6 Article 5 or ARTICLE 14 Article 10 hereof; (d4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not materially adversely affect the legal rights hereunder or under the Notes or the Note Guarantee this Indenture of any Holder of the Note; orsuch Holder; (e5) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA. In determining whether ; (6) to conform the Holders text of this Indenture, the Note Guarantees or the Notes to any provision of the requisite Principal Amount “Description of outstanding Notes are present at a meeting of Holders of Notes for quorum purposes or have consented to or voted in favor of any request, demand, authorization, direction, notice, consent, waiver, amendment or modification hereunder, Notes held for the account Notes” section of the Company’s Offering Circular, or for any Person directly or indirectly controlling or controlled by or under direct or indirect common control with dated January 26, 2006, relating to the Company, shall be disregarded and deemed not initial offering of the Notes to be outstanding; provided, however, the extent that no Holder shall be deemed to be directly or indirectly controlling or controlled by or under direct or indirect common control with such provision in that “Description of the Company solely by reason of ownership of such Notes. A change in a defined term used in this Section shall be deemed ” was intended to be a change verbatim recitation of a provision of this Indenture, the Note Guarantees or the Notes; (7) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this SectionIndenture as of the date hereof; or (8) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indentureindenture, and upon receipt by the Trustee of the documents described in Section 12.06 7.02 hereof, the Trustee shall will join with the Company and the Guarantor 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 will not be obligated to enter into such amended or supplemental Indenture indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 12.02 10.02 of this Indenture, without the consent of any Holder of Notes, the Company, the Guarantor Guarantors and the Trustee may amend or supplement this Indenture, the Security Documents, the Notes or the Note Guarantee without the consent of any Holder of a NoteGuarantees: (a1) to cure any ambiguity, defect or inconsistency; provided, however, that such cure does not adversely affect the interests of the Holders; (b2) to provide for uncertificated Notes in addition to or in place of certificated Notes or to alter the provisions of ARTICLE 2 hereof (including the related definitions) in a manner that does not adversely affect any HolderNotes; (c3) to provide for the assumption of the Company’s or the a Guarantor’s obligations to the Holders of the Notes under this Indenture, the Notes and the Note Guarantee Guarantees by a successor to the Company or the such Guarantor pursuant to ARTICLE Article 6 or ARTICLE 14 hereof; (d4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder or under the Notes or the Note Guarantee of any Holder of the Note; orHolder; (e5) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA. In determining whether ; (6) to conform the Holders text of this Indenture, the Security Documents, the Notes or the Note Guarantees to any provision of the requisite Principal Amount “Description of outstanding Notes are present at a meeting of Holders of Notes for quorum purposes or have consented to or voted in favor of any request, demand, authorization, direction, notice, consent, waiver, amendment or modification hereunder, Notes held for the account Notes” section of the Company’s Offering Memorandum dated March 16, or for any Person directly or indirectly controlling or controlled by or under direct or indirect common control with 2016, relating to the Companyinitial offering of the Notes, shall be disregarded and deemed not to be outstanding; provided, however, the extent that no Holder shall be deemed to be directly or indirectly controlling or controlled by or under direct or indirect common control with such provision in that “Description of the Company solely by reason of ownership of such Notes. A change in a defined term used in this Section shall be deemed ” was intended to be a change verbatim recitation of a provision of this Indenture, the Security Documents, the Notes or the Note Guarantees, which intent may be evidenced by an Officers’ Certificate to that effect; (7) to enter into additional or supplemental Security Documents in accordance with the terms of the Security Documents; (8) to make, complete or confirm any grant of Collateral permitted or required by this SectionIndenture or any of the Security Documents or any release of Collateral that becomes effective as set forth in this Indenture or any of the Security Documents; (9) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereof; or (10) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee and/or supplement or joinder to the Security Documents with respect to the Notes. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indentureindenture, and upon receipt by the Trustee of the documents described in Section 12.06 8.02 hereof, the Trustee shall will join with the Company and the Guarantor 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 will not be obligated to enter into such amended or supplemental Indenture indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 12.02 of this Indenture8.02, the CompanyIssuers, the Guarantor Guarantors and the Trustee may amend or supplement the Base Indenture (as it relates to the Notes), this Indenture, Supplemental Indenture or the Notes or the Note Guarantee without the consent of any Holder of a Note: (a1) to cure any ambiguity, defect or inconsistency; provided, however, that such cure does not adversely affect the interests of the Holders; (b2) to provide for uncertificated Notes in addition to or in place of certificated Notes or to alter the provisions of ARTICLE 2 hereof (including the related definitions) in a manner that does not adversely affect any HolderNotes; (c3) to provide for the assumption of the Company’s or the Guarantoran Issuer’s obligations to the Holders of the Notes under this Indenture, the Notes and the Note Guarantee by a successor to the Company or the Guarantor pursuant to ARTICLE 6 or ARTICLE 14 hereofArticle Five; (d4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder or under of any Holder; (5) to secure the Notes or the Note Guarantee Subsidiary Guarantees pursuant to the requirements of Section 4.12 or otherwise; (6) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Supplemental Indenture; (7) to add any additional Guarantor with respect to the Notes or to evidence the release of any Holder of the Note; orGuarantor from its Subsidiary Guarantee, in each case, in accordance with Article Nine; (e) 8) to comply with requirements of the SEC Commission in order to effect or maintain the qualification of this Indenture with respect to the Notes under the TIA. In determining whether Trust Indenture Act; (9) to evidence or provide for the Holders acceptance of appointment under this Supplemental Indenture and the Base Indenture (as it relates to the Notes) of a successor Trustee with respect to the Notes; (10) to provide for the reorganization of the requisite Principal Amount Company as any other form of outstanding Notes are present at a meeting of Holders of Notes for quorum purposes or have consented entity in accordance with Section 5.01(c); or (11) to or voted in favor of any request, demand, authorization, direction, notice, consent, waiver, amendment or modification hereunder, Notes held for conform the account text of the CompanyBase Indenture (as it relates to the Notes), this Supplemental Indenture or for the Notes to any Person directly or indirectly controlling or controlled by or under direct or indirect common control with provision of the Companysection entitled “Description of Notes” in the prospectus supplement relating to the Notes dated January 18, shall be disregarded and deemed not to be outstanding; provided, however, that no Holder shall be deemed to be directly or indirectly controlling or controlled by or under direct or indirect common control with the Company solely by reason of ownership of such Notes. A change in a defined term used in this Section shall be deemed to be a change to this Section2023. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indentureindenture, and upon receipt by the Trustee of the documents described in Section 12.06 hereof8.06, the Trustee shall join with the Company Issuers and the Guarantor 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 not be obligated to enter into such amended or supplemental Indenture indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 12.02 9.02 of this Indenture, the Company, the Guarantor Guarantors and the Trustee may amend or supplement this Indenture, Indenture or the Notes or the Note Guarantee Guarantees without the consent of any Holder of a Note: (a1) to cure any ambiguity, defect or inconsistency; provided, however, that such cure does not adversely affect the interests of the Holders; (b2) to provide for uncertificated Notes in addition to or in place of certificated Notes or to alter the provisions of ARTICLE 2 hereof (including the related definitions) in a manner that does not adversely affect any HolderNotes; (c3) to provide for the assumption of the Company’s or the a Guarantor’s obligations to the Holders of the Notes under this Indenture, the Notes and the Note Guarantee Guarantees by a successor to the Company or the such Guarantor pursuant to ARTICLE 6 Article 5 or ARTICLE 14 Article 11 hereof; (d4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder or under the Notes or the Note Guarantee of any Holder of the Note; orHolder; (e5) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA. In determining whether ; (6) to conform the Holders text of this Indenture, the Note Guarantees or the Notes to any provision of the requisite Principal Amount “Description of outstanding Notes are present at a meeting of Holders of Notes for quorum purposes or have consented to or voted in favor of any request, demand, authorization, direction, notice, consent, waiver, amendment or modification hereunder, Notes held for the account Notes” section of the Company’s Offering Memorandum dated November 5, or for any Person directly or indirectly controlling or controlled by or under direct or indirect common control with 2004, relating to the Companyinitial offering of the Notes, shall be disregarded and deemed not to be outstanding; provided, however, the extent that no Holder shall be deemed to be directly or indirectly controlling or controlled by or under direct or indirect common control with the Company solely by reason such provision in that “Description of ownership of such Notes. A change in a defined term used in this Section shall be deemed ” was intended to be a change verbatim recitation of a provision of this Indenture, the Note Guarantees or the Notes; (7) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this SectionIndenture as of the date hereof; or (8) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indentureindenture, and upon receipt by the Trustee of the documents described in Section 12.06 7.02 hereof, the Trustee shall will join with the Company and the Guarantor 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 will not be obligated to enter into such amended or supplemental Indenture indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 12.02 9.02 of this Indenture, the Company, the Guarantor Guarantors and the Trustee may amend or supplement this Indenture, Indenture or the Notes or the Note Guarantee Guarantees without the consent of any Holder of a Note: (a1) to cure any ambiguity, defect or inconsistency; provided, however, that such cure does not adversely affect the interests of the Holders; (b2) to provide for uncertificated Notes in addition to or in place of certificated Notes or to alter the provisions of ARTICLE 2 hereof (including the related definitions) in a manner that does not adversely affect any HolderNotes; (c3) to provide for the assumption of the Company’s or the a Guarantor’s obligations to the Holders of the Notes under this Indenture, the Notes and the Note Guarantee Guarantees by a successor to the Company or the such Guarantor pursuant to ARTICLE 6 Article 5 or ARTICLE 14 Article 10 hereof; (d4) to effect the release of a Guarantor from its Note Guarantee and the termination of such Note Guarantee, all in accordance with the provisions of this Indenture governing such release and termination; (5) to add any Subsidiary Guarantee or to secure the Notes or any Subsidiary Guarantee; (6) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder or under the Notes or the Note Guarantee of any Holder of the Note; orHolder; (e7) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA. In determining whether ; (8) to conform the Holders text of this Indenture, the Note Guarantees or the Notes to any provision of the requisite Principal Amount “Description of outstanding Notes are present at a meeting of Holders of Notes for quorum purposes or have consented to or voted in favor of any request, demand, authorization, direction, notice, consent, waiver, amendment or modification hereunder, Notes held for the account Notes” section of the Company’s Offering Memorandum dated January 14, or for any Person directly or indirectly controlling or controlled by or under direct or indirect common control with 2009, relating to the Companyinitial offering of the Notes, shall be disregarded and deemed not to be outstanding; provided, however, the extent that no Holder shall be deemed to be directly or indirectly controlling or controlled by or under direct or indirect common control with the Company solely by reason such provision in that “Description of ownership of such Notes. A change in a defined term used in this Section shall be deemed ” was intended to be a change verbatim recitation of a provision of this Indenture, the Note Guarantees or the Notes; (9) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this SectionIndenture as of the date hereof; or (10) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indentureindenture, and upon receipt by the Trustee of the documents described in Section 12.06 7.02 hereof, the Trustee shall will join with the Company and the Guarantor 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 will not be obligated to enter into such amended or supplemental Indenture indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 12.02 9.02 of this Indenture, the Company, the Guarantor Guarantors and the Trustee may amend or supplement this Indenture, the Notes Note Guarantees or the Note Guarantee Notes without the consent of any Holder of a NoteHolder: (a1) to cure any ambiguity, defect or inconsistency; provided, however, that such cure does not adversely affect the interests of the Holders; (b2) to provide for uncertificated Notes in addition to or in place of certificated Notes or to alter the provisions of ARTICLE Article 2 hereof (including the related definitions) in a manner that does not materially adversely affect any Holder; (c3) to provide for the assumption of the Company’s 's or the a Guarantor’s 's obligations to the Holders of the Notes under this Indenture, the Notes and the Note Guarantee by a successor to the Company or the such Guarantor pursuant to ARTICLE 6 Article 5 or ARTICLE 14 Article 12 hereof; (d4) to make any change that would provide any additional rights or benefits to the Holders Holders, including the addition of the Notes guarantees, or that does not adversely affect the legal rights hereunder or under the Notes or the Note Guarantee this Indenture of any Holder of the Note; orsuch Holder; (e5) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA. In determining whether ; (6) to make, complete or confirm any grant of Collateral permitted or required by the Holders Security Documents, the Collateral Trust Agreement or this Indenture or any release of Collateral that becomes effective as set forth in the Security Documents, the Collateral Trust Agreement or this Indenture; (7) to conform the text of this Indenture, the Notes or the Note Guarantees to any provision of the requisite Principal Amount of outstanding Notes are present at a meeting of Holders Description of Notes for quorum purposes or have consented to or voted the extent that such provision in favor the Description of any request, demand, authorization, direction, notice, consent, waiver, amendment or modification hereunder, Notes held for the account of the Company, or for any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company, shall be disregarded and deemed not to be outstanding; provided, however, that no Holder shall be deemed to be directly or indirectly controlling or controlled by or under direct or indirect common control with the Company solely by reason of ownership of such Notes. A change in a defined term used in this Section shall be deemed was intended to be a change verbatim recitation of a provision of this Indenture, the Notes or the Note Guarantees; (8) to reflect any waiver or termination of any right arising under the provisions of Section 11.01 hereof that otherwise would be enforceable by any holder of any Series of Secured Debt other than the Notes or any Additional Notes at any time issued under this Indenture, if such 95 waiver or termination is set forth or provided in the indenture or agreement governing or giving rise to such Series of Secured Debt, but no waiver or amendment pursuant to this Sectionclause (8) shall adversely affect the rights of any Holder; (9) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the Issue Date; or (10) to allow any Person to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes to become a Guarantor. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indentureindenture, and upon receipt by the Trustee of the documents described in Section 12.06 7.02 hereof, the Trustee shall join with the Company and the Guarantor 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 not be obligated to enter into such amended or supplemental Indenture indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Article 9 of the Base Indenture and Section 12.02 9.02 of this Supplemental Indenture, without the consent of any Holder of Notes of a Series, the Company, the Guarantor Guarantors and the Trustee may amend or supplement this Supplemental Indenture, the Notes or the Note Guarantee without the consent of any Holder of a NoteSubsidiary Guarantees: (a1) to cure any ambiguity, mistake, defect or inconsistency; provided, however, that such cure does not adversely affect the interests of the Holders; (b2) to provide for uncertificated Notes in addition to or in place of certificated Notes or to alter the provisions of ARTICLE 2 hereof (including the related definitions) in a manner that does not adversely affect any HolderNotes; (c3) to provide for the assumption of the Company’s or the Guarantor’s obligations Obligations to the Holders of Notes of such Series in the Notes under this Indenture, case of a merger or consolidation or sale of all or substantially all of the Notes and the Note Guarantee by a successor to the Company or the Guarantor pursuant to ARTICLE 6 or ARTICLE 14 hereofCompany’s assets; (d4) to make any change that would provide any additional rights or benefits to the Holders of the Notes of such Series or that does not adversely affect the legal rights hereunder under this Supplemental Indenture of any such Holder; (5) to conform the text of this Supplemental Indenture or under the Notes of such Series to any provision of the “Description of the Notes” section of the Company’s Offering Memorandum dated May 7, 2019, relating to the initial offering of the Notes of such Series; (6) to evidence and provide for the acceptance and appointment under this Supplemental Indenture of a successor Trustee pursuant to the requirements hereof; (7) to provide for the issuance of Additional Notes and other Securities in accordance with the limitations set forth in this Supplemental Indenture as of the date hereof; (8) to allow any Guarantor to execute a supplemental indenture and/or a Subsidiary Guarantee with respect to the Notes of such Series; (9) to add Collateral with respect to any or all of the Securities; (10) in the case of any Note Security Document, to include therein any legend required to be set forth therein pursuant to the Collateral Trust Agreement or to modify any such legend as required by the Collateral Trust Agreement; (11) to release Collateral from the Lien securing the Securities of such Series when permitted or required by the Note Security Documents, the indenture or the Note Guarantee of Collateral Trust Agreement; (12) to enter into any Holder of intercreditor agreement having substantially similar terms with respect to the Noteholders as those set forth in the Collateral Trust Agreement, or any joinder thereto; or (e13) with respect to comply with requirements of the SEC Note Security Documents or the Collateral Trust Agreement, as provided in order the Collateral Trust Agreement (including to effect add or maintain the qualification of this Indenture under the TIA. In determining whether the Holders of the requisite Principal Amount of outstanding Notes are present at a meeting of Holders of Notes for quorum purposes replace Priority Lien Secured Parties or have consented to or voted in favor of any request, demand, authorization, direction, notice, consent, waiver, amendment or modification hereunder, Notes held for the account of the Company, or for any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company, shall be disregarded and deemed not to be outstanding; provided, however, that no Holder shall be deemed to be directly or indirectly controlling or controlled by or under direct or indirect common control with the Company solely by reason of ownership of such Notes. A change in a defined term used in this Section shall be deemed to be a change to this SectionSecond Lien Secured Parties). Upon the request of the Company accompanied by a resolution of its Board of Directors Resolution authorizing the execution of any such amended amendment or supplemental Indenturesupplement, and upon receipt by the Trustee of an Officer’s Certificate and Opinion of Counsel certifying that such amendment or supplement is authorized or permitted by the documents described in Section 12.06 hereofterms of this Supplemental Indenture, the Trustee shall join with the Company and the Guarantor Guarantors in the execution of any amended such amendment or supplemental Indenture authorized or permitted by the terms of this Indenture supplement 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 amendment or supplemental Indenture supplement that affects its own rights, duties or immunities under this the Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 12.02 of 9.02 hereof, the Issuer, any Notes Guarantor (with respect to a Notes Guarantee or this Indenture) as applicable, the CompanyTrustee and the Second Lien Notes Collateral Agent may amend, supplement or modify this Indenture and the Guarantor Security Documents and the Issuer may direct the Trustee to, and the Trustee may amend or supplement this Indentureshall and shall direct the Second Lien Notes Collateral Agent to, the Notes or the Note Guarantee enter into an amendment to any Intercreditor Agreement, without the consent of any Holder of a Noteif such amendment, supplement or modification is made for any purpose set forth in clauses (1) through (15) below: (a1) to cure any ambiguity, omission, mistake, defect or inconsistency; provided, however, that such cure does not adversely affect the interests of the Holders; (b2) to provide for uncertificated Notes of such series in addition to or in place of certificated Notes or to alter the provisions of ARTICLE 2 hereof (including the related definitions) in a manner that does not adversely affect any HolderNotes; (c3) to provide for the assumption of the CompanyIssuer’s or the any Notes Guarantor’s obligations to the Holders of the Notes under this Indenture, the Notes and the Note Guarantee by a successor to the Company or the Guarantor pursuant to ARTICLE 6 or ARTICLE 14 hereofSection 5.03; (d4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not materially and adversely affect the legal rights hereunder or under the Notes or the Note Guarantee of any such Holder under this Indenture; (5) to add covenants for the benefit of the Note; orHolders or to surrender any right or power conferred upon the Issuer or any Notes Guarantor; (e6) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA. In determining whether Trust Indenture Act; (7) to evidence and provide for the Holders acceptance and appointment under this Indenture of a successor Trustee thereunder pursuant to the requirements thereof; (8) 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; (9) to add a Notes Guarantor or a co-obligor of the requisite Principal Amount Notes under this Indenture; (10) to make any amendment to the provisions of outstanding Notes are present at a meeting of Holders this Indenture relating to the transfer and legending of Notes for quorum purposes or have consented as permitted by this Indenture, including, without limitation to or voted in favor of any request, demand, authorization, direction, notice, consent, waiver, amendment or modification hereunder, Notes held for facilitate the account issuance and administration of the Company, or for any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company, shall be disregarded and deemed not to be outstandingNotes; provided, however, that no Holder shall be deemed (i) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (11) to mortgage, pledge, hypothecate or grant any other Lien in favor of the Second Lien Notes Collateral Agent for the benefit of the Holders of the Notes, as additional security for the payment and performance of all or any portion of the Notes Obligations, in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a Lien is required to be granted to or for the benefit of the Second Lien Notes Collateral Agent pursuant to this Indenture or otherwise; (12) to provide for the release of Collateral from the Lien pursuant to this Indenture and the Security Documents when permitted or required by this Indenture, or any Intercreditor Agreement; (13) to effect any changes pursuant to Section 5.11; (14) to effect technical and other changes that are administrative and ministerial in nature (including the party names) that are required in connection with a Permitted Change of Control, so long as such changes do not directly and adversely affect the interests of the Holders; or (15) to effect technical and other changes that are administrative and ministerial in nature to give effect to any replacement to Adjusted LIBOR Rate (or indirectly controlling or controlled by or under direct or indirect common control to effect any other changes that are solely associated with the Company solely by reason of ownership implementation of such Adjusted LIBOR Rate and are customarily implemented in similar facilities in connection with such implementation), in each case, determined as a result of the procedures set forth in Paragraph 15 of the Notes. A change in a defined term used in this Section shall be deemed to be a change to this Section. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental IndentureIssuer, and upon receipt by the Trustee and the Second Lien Notes Collateral Agent, as applicable, of the documents described in Section 12.06 hereofSections 9.06 and 13.03, the Trustee shall and the Second Lien Notes Collateral Agent, if applicable, will join with the Company Issuer and the Guarantor Notes Guarantors, if applicable, in the execution of any amended or supplemental Indenture authorized indenture or permitted by amendment or supplement to the terms of this Indenture and to make Notes Documents, Intercreditor Agreements or any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into Security Documents unless such amended or supplemental Indenture that indenture or amendment or supplement to the Notes Documents, Intercreditor Agreements or any Security Documents affects its the Trustee’s or Second Lien Notes Collateral Agent’s own rights, duties or immunities under this Indenture Indenture, the Notes Documents, Intercreditor Agreements or any Security Document or otherwise, in which case the Trustee and Second Lien Notes Collateral Agent, if applicable, may in their reasonable discretion, but will not be obligated to, enter into such amended or supplemental indenture or amendment or supplement to the Notes Documents, Intercreditor Agreements or any Security Documents.

Without Consent of Holders of Notes. Notwithstanding Section 12.02 9.02 of this Indenture, the Company, the Guarantor Guarantors and the Trustee may amend or supplement this Indenture, the Notes Note Guarantees or the Note Guarantee Notes without the consent of any Holder of a Note: (a1) to cure any ambiguity, defect or inconsistency; provided, however, that such cure does not adversely affect the interests of the Holders; (b2) to provide for uncertificated Notes in addition to or in place of certificated Notes or to alter the provisions of ARTICLE Article 2 hereof (including the related definitions) in a manner that does not materially adversely affect any Holder; (c3) to provide for the assumption of the Company’s 's or the a Guarantor’s 's obligations to the Holders of the Notes under this Indenture, the Notes and the Note Guarantee by a successor to the Company or the Guarantor pursuant to ARTICLE 6 or ARTICLE 14 Article 5 hereof; (d4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder or under the Notes or the Note Guarantee of any Holder of the Note; or; (e5) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA. In determining whether ; (6) to provide for the Holders issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the requisite Principal Amount of outstanding Notes are present at a meeting of Holders of Notes for quorum purposes or have consented to or voted in favor of any request, demand, authorization, direction, notice, consent, waiver, amendment or modification hereunder, Notes held for the account of the Company, or for any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company, shall be disregarded and deemed not to be outstanding; provided, however, that no Holder shall be deemed to be directly or indirectly controlling or controlled by or under direct or indirect common control with the Company solely by reason of ownership of such Notes. A change in a defined term used in this Section shall be deemed to be a change to this Sectiondate hereof. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indenture, and upon receipt by the Trustee of the documents described in Section 12.06 7.02 hereof, the Trustee shall will join with the Company and the Guarantor 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 will not be obligated to enter into such amended or supplemental Indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 12.02 9.02 of this Indenture, the Company, the Guarantor Issuers and the Trustee may amend or supplement this Indenture, the Escrow Agreement, the Notes of any series or the Note Guarantee Guarantees without the consent of any Holder of a Note: (a1) to cure any ambiguity, defect or inconsistency; provided, however, that such cure does not adversely affect the interests of the Holders; (b2) to provide for uncertificated Notes in addition to or in place of certificated Notes or to alter the provisions of ARTICLE 2 hereof (including the related definitions) in a manner that does not adversely affect any HolderNotes; (c3) to provide for the assumption of the Company’s Issuers’ or the a Guarantor’s obligations to the Holders of the Notes under this Indentureand Note Guarantees in the case of a merger or consolidation or sale of all or substantially all of the Issuers’ or such Guarantor’s assets, the Notes and the Note Guarantee by a successor to the Company or the Guarantor pursuant to ARTICLE 6 or ARTICLE 14 hereofas applicable; (d4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder or under the Notes or the Note Guarantee of any Holder of the Notesuch Holder; or001214-0006-16616731.1 (e5) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA. In determining whether ; (6) to conform the Holders text of this Indenture, the Escrow Agreement or the Note Guarantees to any provision of the requisite Principal Amount “Description of outstanding Notes are present at a meeting of Holders of Notes for quorum purposes or have consented to or voted in favor of any request, demand, authorization, direction, notice, consent, waiver, amendment or modification hereunder, Notes held for the account Notes” section of the Company, or for any Person directly or indirectly controlling or controlled by or under direct or indirect common control with Offering Memorandum to the Company, shall be disregarded and deemed not to be outstanding; provided, however, extent that no Holder shall be deemed to be directly or indirectly controlling or controlled by or under direct or indirect common control with the Company solely by reason of ownership of such Notes. A change in a defined term used in this Section shall be deemed provision was intended to be a change verbatim recitation of a provision of this Indenture, the Escrow Agreement or the Note Guarantees; (7) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Section. Upon Indenture; (8) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the request Notes or to reflect the release of a Note Guarantee in accordance with this Indenture; (9) to secure the Company accompanied by a resolution of its Board of Directors authorizing Notes and/or the execution Note Guarantees; (10) to comply with the rules of any such amended or supplemental Indentureapplicable securities depository; (1) to provide for the reorganization of TLLP as any other form of entity, and upon receipt by the Trustee of the documents described in accordance with Section 12.06 hereof, the Trustee shall join with the Company and the Guarantor in the execution of any amended or supplemental Indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee 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.5.01(a); or

Without Consent of Holders of Notes. Notwithstanding Section 12.02 9.02 of this Indenture, without the Companyconsent of any Holder of Notes, the Guarantor Issuers, the Guarantors and the Trustee may amend or supplement this Indenture, the Notes or the Note Guarantee without the consent of any Holder of a NoteGuarantees: (a1) to cure any ambiguity, defect or inconsistency; provided, however, that such cure does not adversely affect the interests of the Holders; (b2) to provide for uncertificated Notes in addition to or in place of certificated Notes or to alter the provisions of ARTICLE 2 hereof (including the related definitions) in a manner that does not adversely affect any HolderNotes; (c3) to provide for the assumption of the Company’s Issuers’ or the a Guarantor’s obligations to the Holders of the Notes under this Indenture, the Notes and the Note Guarantee Guarantees by a successor to the Company Issuers or the such Guarantor pursuant to ARTICLE 6 Article 5 or ARTICLE 14 Article 10 hereof; (d4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder or under the Notes or the Note Guarantee of any Holder of the Note; orHolder; (e5) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA. In determining whether ; (6) to conform the Holders text of this Indenture, the Notes, the Note Guarantees to any provision of the requisite Principal Amount “Description of outstanding Notes are present at a meeting of Holders of Notes for quorum purposes or have consented to or voted in favor of any request, demand, authorization, direction, notice, consent, waiver, amendment or modification hereunder, Notes held for the account Notes” section of the CompanyIssuers’ Offering Circular, or for any Person directly or indirectly controlling or controlled by or under direct or indirect common control with dated April 6, 2010, relating to the Companyinitial offering of the Notes, shall be disregarded and deemed not to be outstanding; provided, however, the extent that no Holder shall be deemed to be directly or indirectly controlling or controlled by or under direct or indirect common control with the Company solely by reason such provision in that “Description of ownership of such Notes. A change in a defined term used in this Section shall be deemed ” was intended to be a change verbatim recitation of a provision of this Indenture, the Notes, the Note Guarantees, which intent may be evidenced by an Officers’ Certificate to that effect; (7) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this SectionIndenture as of the date hereof; or (8) to allow any Guarantor to execute a supplemental Indenture and/or a Note Guarantee with respect to the Notes. Upon the request of the Company Issuers accompanied by a resolution of its each Issuer’s 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 12.06 7.02 hereof, the Trustee shall will join with the Company Issuers and the Guarantor 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 necessary agreements and stipulations that may be therein contained, but the Trustee shall will not be obligated to enter into such amended or supplemental Indenture indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 12.02 9.02 hereof, without the consent of this Indentureany Holder of Notes, the Company, the Guarantor Guarantors, the Trustee and the Trustee Collateral Agent may amend or supplement this Indenture, the Notes Notes, the Note Guarantees or the Note Guarantee without the consent of any Holder of a NoteSecurity Documents: (a1) to cure any ambiguity, defect omission, mistake, defect, error or inconsistency; providedinconsistency contained in this Indenture, however, or make such other provisions in regard to matters or questions arising under this Indenture as the Board of Directors may deem necessary or desirable and that such cure does shall not materially and adversely affect the interests of the HoldersHolders of the Notes; (b2) to provide for uncertificated Notes in addition to or in place of certificated Notes or to alter the provisions of ARTICLE 2 hereof (including the related definitions) in a manner that does not adversely affect any HolderNotes; (c3) to provide for the assumption of the Company’s or the any Guarantor’s obligations to the Holders of the Notes under this Indenture, the Notes and Note Guarantees in the Note Guarantee by case of a successor to merger or consolidation or sale, assignment, transfer, conveyance, lease or other disposition of all or substantially all of the Company Company’s or the Guarantor pursuant to ARTICLE 6 or ARTICLE 14 hereofsuch Guarantor’s assets, as applicable; (d4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder under this Indenture of any Holder; (5) to conform the text of this Indenture, the Notes, the Note Guarantees or under the Security Documents to any provision of the “Description of the Notes” section of the Company’s Offering Memorandum; (6) to provide for the issuance of Additional Notes, as determined in good faith by the Company, in accordance with the limitations set forth in this Indenture; (7) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes or in accordance with the Note Guarantee terms of any Holder of the Note; orthis Indenture; (e8) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee to provide for the accession by the Trustee to any notes documentation; (9) to comply with requirements of make any amendment to the SEC in order to effect or maintain the qualification provisions of this Indenture under relating to the TIA. In determining whether the Holders of the requisite Principal Amount of outstanding Notes are present at a meeting of Holders transfer and legending of Notes for quorum purposes or have consented as permitted by this Indenture, including, without limitation, to or voted in favor facilitate the issuance and administration of any request, demand, authorization, direction, notice, consent, waiver, amendment or modification hereunder, Notes held for the account of the Company, or for any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company, shall be disregarded and deemed not to be outstandingNotes; provided, however, that no Holder shall be deemed (i) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (ii) such amendment does not adversely affect the rights of Holders to transfer Notes in any material respect; (10) to mortgage, pledge, hypothecate or grant any other Lien in favor of the Trustee or the Collateral Agent for the benefit of the Holders of the Notes, as additional security for the payment and performance of all or any portion of the obligations in respect of the Notes, in any property or assets, including any which are required to be directly mortgaged, pledged or indirectly controlling hypothecated, or controlled in which a Lien is required to be granted to or for the benefit of the Trustee or the Collateral Agent pursuant to this Indenture, any of the Security Documents or otherwise; (11) to release Collateral from the Lien of this Indenture and the Security Documents or subordinate such Lien when permitted or required by the Security Documents or this Indenture; (12) to add Additional First Lien Secured Parties or Permitted Junior Lien Obligations to the Intercreditor Agreements to the extent the incurrence of such obligations is not prohibited by this Indenture; (13) to secure any Additional First Lien Obligations or Permitted Junior Lien Obligations under direct or indirect common control the Security Documents to the extent the incurrence of such obligations is not prohibited by this Indenture; and (14) to enter into any Additional Intercreditor Agreement in connection with the Company solely incurrence of any secured Indebtedness the incurrence of which is not prohibited by reason of ownership of such Notes. A change in a defined term used in this Section shall be deemed to be a change to this SectionIndenture. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indentureindenture or amendment or supplement of the Notes, any Note Guarantee or any Security Document, and upon receipt by the Trustee of the documents described in Section 12.06 9.06, 13.04 and 13.05 hereof, the Trustee shall and/or the Collateral Agent, as applicable, will join with the Company and the Guarantor Guarantors, if any, in the execution of any amended or supplemental Indenture indenture or amendment or supplement of the Notes, any Note Guarantee or any Security Document, authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall or the Collateral Agent, as applicable, will not be obligated to enter into such amended or supplemental Indenture indenture or amendment or supplement of the Notes, any Note Guarantee or any Security Document, that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 12.02 9.02 of this Indenture, the Company, the Guarantor Guarantors and the Trustee may amend or supplement this Indenture, Indenture or the Notes or the Note Guarantee Guarantees without the consent of any Holder of a Note: (a1) to cure any ambiguity, defect or inconsistency; provided, however, that such cure does not adversely affect the interests of the Holders; (b2) to provide for uncertificated Notes in addition to or in place of certificated Notes or to alter the provisions of ARTICLE 2 hereof (including the related definitions) in a manner that does not adversely affect any HolderNotes; (c3) to provide for the assumption of the Company’s or the a Guarantor’s obligations to the Holders of the Notes under this Indenture, the Notes and the Note Guarantee Guarantees by a successor to the Company or the such Guarantor pursuant to ARTICLE 6 Article 5 or ARTICLE 14 Article 10 hereof; (d4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder or under the Notes or the Note Guarantee of any Holder of the Note; orHolder; (e5) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA. In determining whether ; (6) to provide for the Holders issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the requisite Principal Amount of outstanding Notes are present at a meeting of Holders of Notes for quorum purposes or have consented date hereof; (7) to or voted in favor of any request, demand, authorization, direction, notice, consent, waiver, amendment or modification hereunder, Notes held for decrease the account Conversion Price of the Company, or for any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company, shall be disregarded and deemed not to be outstandingNotes; provided, however, that no Holder such decrease shall be deemed to be directly or indirectly controlling or controlled by or under direct or indirect common control in accordance with the Company solely by reason terms of ownership this Indenture or shall not adversely affect the interests of the Holders; (8) to amend, modify, revise or supplement this Indenture to conform to any amendments, modifications, revisions or supplements made to any Clause (6) Indebtedness in respect of any provisions therein for which there are substantially identical provisions in this Indenture, including without limitation with respect to analogous provisions in Articles 8, 10 and 16, only to the extent that any such amendments, modifications, revisions or supplements are more favorable or beneficial to the holders of such notes and the Holders; or (9) to allow any Guarantor to enter into a supplemental indenture and/or execute a Note Guarantee with respect to the Notes. A change in a defined term used in this Section shall be deemed to be a change to this Section. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indentureindenture, and upon receipt by the Trustee of the documents described in Section 12.06 7.02 hereof, the Trustee shall will join with the Company and the Guarantor 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 will not be obligated to enter into such amended or supplemental Indenture indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 12.02 of this Indenture, the Company, the Guarantor The Company and the Trustee may amend this Indenture or supplement this Indenture, the Notes or the Note Guarantee without the consent of any Holder of a Noteto: (a) add to cure the covenants of the Company for the benefit of the Holders of Notes; (b) surrender any ambiguityright or power herein conferred upon the Company; (c) provide for conversion rights of Holders of Notes if any reclassification or change of the Common Stock or any consolidation, defect merger or inconsistencysale of all or substantially all of the Company's assets occurs; (d) provide for the assumption of the Company's obligations to the Holders of Notes in the case of a merger, consolidation, conveyance, transfer, sale, lease or other disposition pursuant to ARTICLE VII; (e) increase the Conversion Rate; provided, however, that such cure increase in the Conversion Rate does not not, in the good faith opinion of the Board of Directors (as evidenced by a Board Resolution on which the Trustee may conclusively rely), adversely affect the interests of the HoldersHolders of Notes (after taking into account tax and other consequences of such increase); (bf) require the Company to provide settle its Conversion Obligation in cash with respect to the principal amount of Notes surrendered for uncertificated Notes in addition to or in place of certificated Notes or to alter the provisions of ARTICLE 2 hereof (including the related definitions) in conversion if a manner that does not adversely affect any HolderPrincipal Conversion Settlement Election has been made; (cg) to provide for the assumption of the Company’s or the Guarantor’s obligations to the Holders of the Notes under this Indenture, the Notes and the Note Guarantee by a successor to the Company or the Guarantor pursuant to ARTICLE 6 or ARTICLE 14 hereof; (d) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder or under the Notes or the Note Guarantee of any Holder of the Note; or (e) to comply with the requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA. In determining whether ; (h) make any changes or modifications necessary in connection with the Holders registration of the requisite Principal Amount of outstanding Notes are present at a meeting of Holders of Notes for quorum purposes or have consented to or voted under the Securities Act as contemplated in favor of any request, demand, authorization, direction, notice, consent, waiver, amendment or modification hereunder, Notes held for the account of the Company, or for any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company, shall be disregarded and deemed not to be outstandingRegistration Rights Agreement; provided, however, that no Holder such action pursuant to this clause (h) does not, in the good faith opinion of the Board of Directors (as evidenced by a Board Resolution on which the Trustee may conclusively rely), adversely affect the interests of the Holders of Notes in any material respect; (i) evidence and provide the acceptance of the appointment of a successor trustee hereunder; (j) add guarantees with respect to the Notes or secure the Notes; (k) cure any ambiguity or correct or supplement any provision herein which may be inconsistent with any other provision herein or which is otherwise defective, or make any other provisions with respect to matters or questions arising under this Indenture which the Company may deem necessary or desirable and which shall not be deemed to be directly or indirectly controlling or controlled by or under direct or indirect common control inconsistent with the Company solely by reason provisions of ownership of this Indenture; provided, however, that such Notes. A change in a defined term used in this Section shall be deemed to be a change action pursuant to this Section. Upon clause (k) does not, in the request good faith opinion of the Board of Directors (as evidenced by a Board Resolution on which the Trustee may conclusively rely), adversely affect the interests of the Holders of Notes in any material respect; (l) evidence the succession of another Person to the Company or any other obligor upon the Notes, and the assumption by any such successor of the covenants of the Company accompanied by a resolution or such obligor herein and in the Notes, in each case in compliance with the provisions of its Board of Directors authorizing the execution of this Indenture; or (m) add or modify any such amended other provisions herein with respect to matters or supplemental Indenture, and upon receipt by the Trustee of the documents described in Section 12.06 hereof, the Trustee shall join with questions arising hereunder which the Company and the Guarantor Trustee may deem necessary or desirable and which in the execution good faith opinion of any amended or supplemental Indenture authorized or permitted the Board of Directors (as evidenced by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but a Board Resolution on which the Trustee shall may conclusively rely) will not be obligated to enter into such amended or supplemental Indenture that affects its own rights, duties or immunities under this Indenture or otherwiseadversely affect the interests of the Holders of Notes.

Without Consent of Holders of Notes. Notwithstanding Section 12.02 9.02 of this Indenture, the Company, the Guarantor Guarantors and the Trustee may amend or supplement this Indenture, the Notes Guarantees or the Note Guarantee Notes without the consent of any Holder of a Noteto: (a) to cure any ambiguity, defect or inconsistency; provided, however, that such cure does not adversely affect the interests of the Holders; (b) to provide for uncertificated Notes in addition to to, or in place of of, certificated Notes or to alter the provisions of ARTICLE Article 2 or the Appendix hereof relating to the form of the Notes (including the related definitions) in a manner that does not materially adversely affect the legal rights of any Holder; (c) to provide for the assumption of the Company’s ’s, Holdings’ or the a Guarantor’s obligations to the Holders of the Notes under this Indenture, the Notes and the Note Guarantee by a successor to the Company Company, Holdings or the a Guarantor pursuant to ARTICLE 6 Article 5 or ARTICLE 14 Article 11 hereof;, (d) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder or under the Notes or the Note Guarantee of any Holder of the Note; orHolder; (e) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA. In determining whether ; (f) provide for the Holders of the requisite Principal Amount of outstanding Notes are present at a meeting of Holders issuance of Notes for quorum purposes or have consented to or voted issued after the Issue Date in favor of any request, demand, authorization, direction, notice, consent, waiver, amendment or modification hereunder, Notes held for the account of the Company, or for any Person directly or indirectly controlling or controlled by or under direct or indirect common control accordance with the Company, shall be disregarded and deemed not limitations set forth in this Indenture; (g) allow any Guarantor to be outstandingexecute a supplemental indenture and/or a Guarantee with respect to the Notes; provided, however, that no Holder shall any such supplemental indenture and/or Guarantee need only be deemed executed by the Company, such Guarantor and the Trustee; (h) provide for the issuance of Exchange Notes or Private Exchange Notes; or (i) conform the text of this Indenture, the Guarantees or the Notes to be directly or indirectly controlling or controlled by or under direct or indirect common control with any provision of the Company solely by reason Description of ownership Notes to the extent that such provision in the Description of such Notes. A change in a defined term used in this Section shall be deemed Notes was intended to be a change to verbatim recitation of a provision of this SectionIndenture, the Guarantees or the Notes. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indenture, and upon receipt by the Trustee of the documents described in Section 12.06 Sections 7.02 and 13.04 hereof, the Trustee shall join with the Company Company, Holdings and the Guarantor 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 not be obligated to enter into such amended or supplemental Indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. (a) Notwithstanding Section 12.02 of this Indenture9.02 hereof, the Company, the Guarantor and the Trustee may amend or supplement this Indenture, the Notes or the Note Guarantee without the consent of any Holder of a NoteNotes, the Company, the Guarantors and the Trustee, as applicable, may amend or supplement this Indenture or the Notes: (ai) to cure any ambiguity, defect defect, omission or inconsistency; provided, however, that such cure does not adversely affect the interests of the Holders; (bii) to provide for uncertificated Notes in addition to or in place of certificated Notes or to alter the provisions of ARTICLE 2 hereof (including the related definitions) in a manner that does not adversely affect any HolderNotes; (ciii) to provide for the assumption of the Company’s or the any Guarantor’s obligations to the Holders of Notes in accordance with this Indenture in the Notes under this Indenture, case of a merger or consolidation or sale of all or substantially all of the Notes and the Note Guarantee by a successor to the Company Company’s or the Guarantor pursuant to ARTICLE 6 or ARTICLE 14 hereofsuch Guarantor’s assets; (div) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not materially, in the good faith determination of the Company, adversely affect the legal rights hereunder or under the Notes or the Note Guarantee this Indenture of any Holder of the Note; orsuch Holder; (ev) to comply with requirements of the SEC Commission in order to effect or maintain the qualification of this Indenture under the TIA. In determining whether ; (vi) to comply with the Holders provisions described under Section 4.17 hereof, to secure the Notes or to confirm and evidence the release, termination or discharge of any Guarantee of or Lien securing the Notes when such release, termination or discharge is permitted by this Indenture; (vii) to evidence and provide for the acceptance of appointment by a successor Trustee; (viii) to provide for the issuance of Additional Notes in accordance with this Indenture; or (ix) to conform this Indenture or the Notes to any provision of the requisite Principal Amount of outstanding Notes are present at a meeting of Holders of Notes for quorum purposes or have consented to or voted in favor of any request, demand, authorization, direction, notice, consent, waiver, amendment or modification hereunder, Notes held for the account “Description of the Company, or for any Person directly or indirectly controlling or controlled by or under direct or indirect common control with Notes” contained in the Company, shall be disregarded and deemed not Offering Memorandum to be outstanding; provided, however, that no Holder shall be deemed to be directly or indirectly controlling or controlled by or under direct or indirect common control with the Company solely by reason of ownership of extent such Notes. A change in a defined term used in this Section shall be deemed provision is intended to be a change to this Section. verbatim recitation thereof. (b) Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental IndentureCompany, and upon receipt by the Trustee of the documents described in Section 12.06 Sections 9.05 and 12.03 hereof, the Trustee shall join with the Company and the Guarantor in the execution of any amended or supplemental Indenture indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental Indenture indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 12.02 of this Indenture, the Company, the Guarantor The Company and the Trustee may amend or supplement this Indenture, the Notes Indenture or the Note Guarantee Securities without the consent of any Holder of a Noteto: (a) add to cure any ambiguity, defect or inconsistency; provided, however, that such cure does not adversely affect the interests covenants of the HoldersCompany or those of the Guarantors for the benefit of the Holders of Securities; (b) to provide for uncertificated Notes in addition to surrender any right or in place of certificated Notes power herein conferred upon the Company or to alter the provisions of ARTICLE 2 hereof (including the related definitions) in a manner that does not adversely affect any HolderGuarantors; (c) to provide for conversion rights of Holders of Notes if any reclassification or change of the Common Stock or any consolidation, merger or sale of all or substantially all of the Company’s assets occurs; (d) provide for the assumption of the Company’s or the Guarantor’s obligations to the Holders of Notes in the Notes under this Indenturecase of a merger, the Notes and the Note Guarantee by a successor to the Company consolidation, conveyance, transfer, sale, lease or the Guarantor other disposition pursuant to ARTICLE 6 or ARTICLE 14 hereofVII; (de) to make any change increase the Conversion Rate; provided, however, that would provide any additional rights or benefits to such increase in the Holders of the Notes or that does Conversion Rate shall not adversely affect the legal rights hereunder or under the Notes or the Note Guarantee of any Holder interests of the Note; orHolders of Notes (after taking into account tax and other consequences of such increase); (ef) require the Company to settle its Conversion Obligation in cash with respect to the principal amount of Notes surrendered for conversion; (g) comply with the requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA. In determining whether ; (h) make any changes or modifications necessary in connection with the Holders registration of the requisite Principal Amount of outstanding Notes are present at a meeting of Holders of Notes for quorum purposes or have consented to or voted Securities under the Securities Act as contemplated in favor of any request, demand, authorization, direction, notice, consent, waiver, amendment or modification hereunder, Notes held for the account of the Company, or for any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company, shall be disregarded and deemed not to be outstandingRegistration Rights Agreement; provided, however, that no Holder such action pursuant to this clause (i) does not, in the good faith opinion of the Board of Directors (as evidenced by a Board Resolution), adversely affect the interests of the Holders of Securities in any material respect; (i) cure any ambiguity, correct or supplement any provision herein which may be inconsistent with any other provision herein or which is otherwise defective, or to make any other provisions with respect to matters or questions arising under this Indenture which the Company may deem necessary or desirable and which shall not be deemed to be directly or indirectly controlling or controlled by or under direct or indirect common control inconsistent with the Company solely by reason provisions of ownership of this Indenture; provided, however, that such Notes. A change in a defined term used in this Section shall be deemed to be a change action pursuant to this Section. Upon clause (j) does not, in the request good faith opinion of the Board of Directors (as evidenced by a Board Resolution), adversely affect the interests of the Holders of Securities in any material respect; (j) to evidence the succession of another Person to the Company or any other obligor upon the Notes, and the assumption by any such successor of the covenants of the Company accompanied by a resolution or any Guarantor or such obligor herein and in the Notes, in each case in compliance with the provisions of its Board of Directors authorizing this Indenture; (k) to evidence and provide the execution of any such amended or supplemental Indenture, and upon receipt by the Trustee acceptance of the documents described in Section 12.06 hereof, appointment of a successor trustee hereunder; (l) add Guarantees with respect to the Trustee shall join Notes; or (m) add or modify any other provisions herein with respect to matters or questions arising hereunder which the Company and the Guarantor in the execution of any amended Trustee may deem necessary or supplemental Indenture authorized or permitted by the terms of this Indenture desirable and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee which shall not be obligated to enter into such amended or supplemental Indenture that affects its own rights, duties or immunities under this Indenture or otherwiseadversely affect the interests of the Holders of Notes.

Without Consent of Holders of Notes. Notwithstanding Section 12.02 9.02 of this Indenture, the Company, the Guarantor Guarantors and the Trustee may amend or supplement this Indenture, the Notes or the Note Guarantee Guarantees without the consent of any Holder of a NoteHolder: (a1) to cure any ambiguity, defect or inconsistency; provided, however, that such cure does not adversely affect the interests of the Holders; (b2) to provide for uncertificated Notes in addition to or in place of certificated Notes or to alter the provisions of ARTICLE 2 hereof (including the related definitions) in a manner that does not adversely affect any HolderNotes; (c3) to provide for the assumption of the Company’s or the a Guarantor’s obligations to the Holders of the Notes under this Indenture, the Notes and Note Guarantees in the Note Guarantee by case of a successor to merger or consolidation or sale of all or substantially all of the Company Company’s or the Guarantor pursuant to ARTICLE 6 or ARTICLE 14 hereofsuch Guarantor’s assets, as applicable; (d4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder or under of any Holder; (5) to conform the Notes or text of any of the Note Guarantee of Documents to any Holder provision of the Note“Description of notes” section of the Offering Memorandum, to the extent that such provision in that “Description of notes” was intended to be a verbatim recitation of a provision of such Note Documents, as determined in good faith by an officer of the Company and set forth in an Officers’ Certificate to that effect; (6) to enter into additional or supplemental Security Documents or provide for additional Collateral; (7) to make, complete or confirm any grant of Collateral permitted or required by this Indenture or any of the Security Documents or to release Collateral in accordance with the terms of this Indenture and the Security Documents; (8) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date of this Indenture; or (e9) to comply allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with requirements of respect to the SEC in order to effect or maintain the qualification of this Indenture under the TIA. In determining whether the Holders of the requisite Principal Amount of outstanding Notes are present at a meeting of Holders of Notes for quorum purposes or have consented to or voted in favor of any request, demand, authorization, direction, notice, consent, waiver, amendment or modification hereunder, Notes held for the account of the Company, or for any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company, shall be disregarded and deemed not to be outstanding; provided, however, that no Holder shall be deemed to be directly or indirectly controlling or controlled by or under direct or indirect common control with the Company solely by reason of ownership of such Notes. A change in a defined term used in this Section shall be deemed to be a change to this Section. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indentureindenture, and upon receipt by the Trustee of the documents described in Section 12.06 7.02 hereof, the Trustee shall and the Collateral Trustee will join with the Company and the Guarantor 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 neither the Trustee shall not nor the Collateral Trustee will be obligated to enter into such amended or supplemental Indenture indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 12.02 9.02 of this Indenture, the Company, the Guarantor Company and the Trustee may amend or supplement this Indenture, Indenture or the Notes of one or the Note Guarantee more Series without the consent of any Holder of a Note: (a1) to cure any ambiguity, defect or inconsistency; provided, however, that such cure does not adversely affect the interests of the Holders; (b2) to provide for uncertificated Notes in addition to or in place of certificated Notes or to alter the provisions of ARTICLE 2 hereof (including the related definitions) in a manner that does not adversely affect any HolderNotes; (c3) to provide for the assumption of the Company’s or the Guarantor’s obligations to the Holders of the Notes under this Indenture, the Notes and the Note Guarantee of a given Series by a successor to the Company or the Guarantor pursuant to ARTICLE 6 or ARTICLE 14 Article 5 hereof; (d4) to make any change that would provide any additional rights or benefits to the Holders of the Notes of a given Series or that does not adversely affect the legal rights hereunder or under the Notes or the Note Guarantee of any Holder of the Note; ora Note of such Series; (e5) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA. In determining whether ; (6) to provide for the Holders issuance of and establish the form and terms and conditions of Notes of any Series as permitted by this Indenture; (7) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Notes of one or more Series and to add to or change any of the requisite Principal Amount provisions of outstanding Notes are present at a meeting this Indenture as shall be necessary to provide for or facilitate the administration of Holders of Notes for quorum purposes or have consented the trusts hereunder by more than one Trustee; or (8) to or voted in favor comply with the rules of any request, demand, authorization, direction, notice, consent, waiver, amendment securities exchange or modification hereunder, automated quotation system on which the Notes held for the account of the Company, or for any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company, shall be disregarded and deemed not to be outstanding; provided, however, that no Holder shall be deemed to be directly or indirectly controlling or controlled by or under direct or indirect common control with the Company solely by reason of ownership of such Notes. A change in a defined term used in this Section shall Series may be deemed to be a change to this Sectionlisted or traded. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indentureindenture, and upon receipt by the Trustee of the documents described in Section 12.06 7.02 hereof, the Trustee shall will join with the Company and the Guarantor in the execution of any amended or supplemental Indenture indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall will not be obligated to enter into such amended or supplemental Indenture indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 12.02 9.02, without the consent of this Indentureany Holder, the Company, the Guarantor Trustee and the Trustee Collateral Agent, as applicable, may amend or supplement this Indenture, the Notes or the Note Guarantee without the consent of any Holder of a NoteIndenture Documents: (a1) to cure any ambiguity, omission, defect or inconsistency; provided, however, that such cure does not adversely affect the interests of the Holders; (b2) to provide for uncertificated Notes in addition to or in place of certificated Notes in order to comply with any Applicable Procedures, or to otherwise alter the provisions of ARTICLE Article 2 hereof (including the related definitions) in a manner that does not materially adversely affect any Holder; (c3) to provide for the assumption of the Company’s or the any Guarantor’s obligations to the Holders of Notes in the Notes under this Indenture, case of a merger or consolidation or sale of all or substantially all of the Notes and the Note Guarantee by a successor to the Company or the Guarantor pursuant to ARTICLE 6 or ARTICLE 14 hereofCompany’s assets; (d4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not not, in the good faith opinion of the Board of Directors of the Company, adversely affect the legal rights hereunder or under the Notes or the Note Guarantee this Indenture of any such Holder of the Note; orin any material respect; (e5) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA. In determining whether ; (6) to conform the text of the Indenture Documents to any provision of the “Description of Notes” of the Offering Memorandum to the extent that such provision in the “Description of Notes” of the Offering Memorandum was intended to be a verbatim recitation of a provision thereof, as evidenced by an Officer’s Certificate; (7) to provide for the issuance of additional Notes in accordance with the limitations set forth in this Indenture as of the Issue Date; (8) to allow any Restricted Subsidiary to execute a supplemental indenture providing for a Note Guarantee with respect to the Notes; (9) to mortgage, pledge, hypothecate or grant any Lien in favor of the Trustee or Collateral Agent for the benefit of the Holders of the requisite Principal Amount Notes as security for the payment and performance of outstanding all or any portion of the obligations under the Notes and the other Indenture Documents in any property or assets, including any which are present at required to be mortgaged, pledged or hypothecated, or in which a meeting of Holders of Notes for quorum purposes or have consented Lien is required to be granted to or voted for the benefit of the Trustee or Collateral Agent pursuant to this Indenture or otherwise; (10) in favor order to subject the security interests in the Collateral in respect of any requestPari Passu Payment Lien Obligations to the terms of the Collateral Documents and Intercreditor Agreement, demand, authorization, direction, notice, consent, waiver, amendment or modification hereunder, Notes to the extent the incurrence of such Pari Passu Indebtedness and the grant of all Liens on Collateral held for the account of the Company, or for any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company, shall be disregarded and deemed not to be outstanding; provided, however, that no Holder shall be deemed to be directly or indirectly controlling or controlled by or under direct or indirect common control with the Company solely by reason of ownership benefit of such Notes. A change in a defined term used in Pari Passu Indebtedness was permitted under this Section shall be deemed Indenture; (11) to be a change to this Section. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended enter into additional or supplemental Indenture, and upon receipt by Collateral Documents or to release Collateral from the Trustee Lien of this Indenture or the documents described Collateral Documents in Section 12.06 hereof, the Trustee shall join accordance with the Company and the Guarantor in the execution of any amended or supplemental Indenture authorized or permitted by the terms of this Indenture and the Intercreditor Agreement; (12) to make any further appropriate agreements evidence and stipulations provide for the acceptance and appointment of a successor Trustee or Collateral Agent, as the case may be, pursuant to the provisions hereof; or (13) to amend provisions relating to the transfer and legending of Notes, including to facilitate the issuance and administration of the Notes; provided 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 (i) compliance with this Indenture or otherwiseas so amended would not result in Notes being transferred in violation of applicable Securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer Notes.

Without Consent of Holders of Notes. Notwithstanding Section 12.02 9.02 of this Indenture, the CompanyIssuers , the Guarantor Guarantors and the Trustee may amend or supplement this Indenture, the Notes or the Note Guarantee Guarantees without the consent of any Holder of a NoteNotes: (a1) to cure any ambiguity, defect or inconsistency; provided, however, that such cure does not adversely affect the interests of the Holders; (b2) to provide for uncertificated Notes in addition to or in place of certificated Notes or to alter the provisions of ARTICLE 2 hereof (including the related definitions) in a manner that does not adversely affect any HolderNotes; (c3) to provide for the assumption of the Company’s an Issuer's or the a Guarantor’s 's obligations to the Holders of the Notes under this Indenture, the Notes and the Note Guarantee Guarantees by a successor to the Company Issuers or the such Guarantor pursuant to ARTICLE 6 Article 5 or ARTICLE 14 Article 10 hereof; (d4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder or under the Notes or the Note Guarantee of any Holder of the Note; orsuch Holder; (e5) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA. In determining whether ; (6) to conform the Holders text of this Indenture, the Note Guarantees or the Notes to any provision of the requisite Principal Amount "Description of outstanding Notes are present at a meeting of Holders of Notes for quorum purposes or have consented to or voted in favor of any request, demand, authorization, direction, notice, consent, waiver, amendment or modification hereunder, Notes held for the account notes" section of the CompanyIssuers' Offering Memorandum dated February 8, or for any Person directly or indirectly controlling or controlled by or under direct or indirect common control with 2005, relating to the Companyinitial offering of the Notes, shall be disregarded and deemed not to be outstanding; provided, however, the extent that no Holder shall be deemed to be directly or indirectly controlling or controlled by or under direct or indirect common control with the Company solely by reason such provision in that "Description of ownership of such Notes. A change in a defined term used in this Section shall be deemed notes" was intended to be a change verbatim recitation of a provision of this Indenture, the Note Guarantees or the Notes; (7) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this SectionIndenture as of the date hereof; or (8) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes. Upon the request of the Company Issuers 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 12.06 7.02 hereof, the Trustee shall will join with the Company Issuers and the Guarantor 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 will not be obligated to enter into such amended or supplemental Indenture indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 12.02 9.02 of this Indenture, without the consent of any Holder of Notes, the Company, the Guarantor Guarantors and the Trustee may amend or supplement this Indenture, the Notes or the Note Guarantee without the consent of any Holder of a NoteGuarantees: (a) to cure any ambiguity, omission, mistake, defect or inconsistency; provided, however, that such cure does not adversely affect the interests of the Holders; (b) to provide for uncertificated Notes in addition to or in place of certificated Notes or to alter the provisions of ARTICLE 2 hereof (including the related definitions) in a manner that does not adversely affect any HolderNotes; (c) to provide for the assumption of an Company’s or a Guarantor’s obligations to Holders of the Notes and Note Guarantees in the case of a merger or consolidation or disposition of all or substantially all of the Company’s or the such Guarantor’s obligations to the Holders of the Notes under this Indentureproperties or assets, the Notes and the Note Guarantee by a successor to the Company or the Guarantor pursuant to ARTICLE 6 or ARTICLE 14 hereofas applicable; (d) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder under this Indenture of any Holder, including to comply with requirements of the SEC or under DTC in order to maintain the transferability of the Notes pursuant to Rule 144A or the Note Guarantee of any Holder of the Note; orRegulation S; (e) 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 TIA. In determining whether , if applicable; (f) to conform the text of this Indenture, the Notes or the Note Guarantees to any provision of the “Description of notes” section of the Offering Memorandum, as set forth in an Officers’ Certificate; (g) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the Issue Date; (h) to secure the Notes or the Note Guarantees, including pursuant to the requirements of Section 4.12 hereof; (i) to add any additional Guarantor or to evidence the release of any Guarantor from its Note Guarantee, in each case as provided in this Indenture; (j) add covenants of the Company and 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 requisite Principal Amount of outstanding Notes are present at a meeting of Holders of Notes for quorum purposes or have consented to or voted in favor under this Indenture of any request, demand, authorization, direction, notice, consent, waiver, amendment Holder or modification hereunder, Notes held to surrender any right or power conferred upon the Company or any Guarantor; or (k) to evidence or provide for the account acceptance of the Company, or for any Person directly or indirectly controlling or controlled by or appointment under direct or indirect common control with the Company, shall be disregarded and deemed not to be outstanding; provided, however, that no Holder shall be deemed to be directly or indirectly controlling or controlled by or under direct or indirect common control with the Company solely by reason this Indenture of ownership of such Notes. A change in a defined term used in this Section shall be deemed to be a change to this Sectionsuccessor Trustee. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental IndentureCompany, and upon receipt by the Trustee of the documents described in Section 12.06 7.02 hereof, the Trustee shall will join with the Company and the Guarantor 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 will not be obligated to enter into such amended or supplemental Indenture indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 12.02 of this Indenture8.02, the CompanyIssuers, the Guarantor Guarantors and the Trustee may amend or supplement the Base Indenture (as it relates to the Notes), this Indenture, Supplemental Indenture or the Notes or the Note Guarantee without the consent of any Holder of a Note: (a1) to cure any ambiguity, defect or inconsistency; provided, however, that such cure does not adversely affect the interests of the Holders; (b2) to provide for uncertificated Notes in addition to or in place of certificated Notes or to alter the provisions of ARTICLE 2 hereof (including the related definitions) in a manner that does not adversely affect any HolderNotes; (c3) to provide for the assumption of the Company’s or the Guarantoran Issuer’s obligations to the Holders of the Notes under this Indenture, the Notes and the Note Guarantee by a successor to the Company or the Guarantor pursuant to ARTICLE 6 or ARTICLE 14 hereofArticle Five; (d4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder or under of any Holder; (5) to secure the Notes or the Note Guarantee Subsidiary Guarantees pursuant to the requirements of Section 4.12 or otherwise; (6) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Supplemental Indenture; (7) to add any additional Guarantor with respect to the Notes or to evidence the release of any Holder of the Note; orGuarantor from its Subsidiary Guarantee, in each case, in accordance with Article Nine; (e) 8) to comply with requirements of the SEC Commission in order to effect or maintain the qualification of this Indenture with respect to the Notes under the TIA. In determining whether Trust Indenture Act; (9) to evidence or provide for the Holders acceptance of appointment under this Supplemental Indenture and the Base Indenture (as it relates to the Notes) of a successor Trustee with respect to the Notes; (10) to provide for the reorganization of the requisite Principal Amount Company as any other form of outstanding Notes are present at a meeting of Holders of Notes for quorum purposes or have consented entity in accordance with Section 5.01(c); or (11) to or voted in favor of any request, demand, authorization, direction, notice, consent, waiver, amendment or modification hereunder, Notes held for conform the account text of the CompanyBase Indenture (as it relates to the Notes), this Supplemental Indenture or for the Notes to any Person directly or indirectly controlling or controlled by or under direct or indirect common control with provision of the Companysection entitled “Description of Notes” in the Prospectus Supplement relating to the Notes dated May 12, shall be disregarded and deemed not to be outstanding; provided, however, that no Holder shall be deemed to be directly or indirectly controlling or controlled by or under direct or indirect common control with the Company solely by reason of ownership of such Notes. A change in a defined term used in this Section shall be deemed to be a change to this Section2014. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indentureindenture, and upon receipt by the Trustee of the documents described in Section 12.06 hereof8.06, the Trustee shall join with the Company Issuers and the Guarantor 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 not be obligated to enter into such amended or supplemental Indenture indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 12.02 9.02 of this Indenture, the Company, the Guarantor Guarantors and the Trustee and (solely with respect to the Escrow Agreement) the Escrow Agent may amend or supplement this Indenture, the Escrow Agreement, the Notes or the Note Guarantee Guarantees without the consent of any Holder of a NoteNotes: (a1) to cure any ambiguity, omission, mistake, defect or inconsistency; provided, however, that such cure does not adversely affect the interests of the Holders; (b2) to provide for uncertificated Notes in addition to or in place of certificated Notes or to alter the provisions of ARTICLE 2 hereof (including the related definitions) in a manner that does not adversely affect any HolderNotes; (c3) to provide for the assumption of the Company’s or the a Guarantor’s obligations to the Holders of the Notes under this Indenture, the Notes and the Note Guarantee Guarantees by a successor to the Company or the such Guarantor pursuant to ARTICLE 6 Article V or ARTICLE 14 Article X hereof; (d4) to make any change that would provide any additional rights or benefits to the Holders of the Notes (including the addition of collateral to secure the Notes and/or additional guarantees) or that does not adversely affect the legal rights hereunder of any such Holder; (5) to conform the text of this Indenture, the Escrow Agreement, the Note Guarantees or under the Notes to any provision of the “Description of Notes” section of the Offering Memorandum to the extent that such provision of the Indenture, the Escrow Agreement, the Note Guarantees or the Notes was intended to conform to the text of the “Description of Notes” section of the Offering Memorandum as evidenced by an Officer’s Certificate; (6) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereof; (7) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee of any Holder of with respect to the NoteNotes; or (e) 8) to comply with evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee pursuant to the requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA. In determining whether the Holders of the requisite Principal Amount of outstanding Notes are present at a meeting of Holders of Notes for quorum purposes or have consented to or voted in favor of any request, demand, authorization, direction, notice, consent, waiver, amendment or modification hereunder, Notes held for the account of the Company, or for any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company, shall be disregarded and deemed not to be outstanding; provided, however, that no Holder shall be deemed to be directly or indirectly controlling or controlled by or under direct or indirect common control with the Company solely by reason of ownership of such Notes. A change in a defined term used in this Section shall be deemed to be a change to this SectionIndenture. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indentureindenture, and upon receipt by the Trustee of the documents described in Section 12.06 7.02 hereof, the Trustee shall will join with the Company and the Guarantor 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 will not be obligated to enter into such amended or supplemental Indenture indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 12.02 9.02 of this Supplemental Indenture, the Company, the Guarantor Issuer and the Trustee may amend or supplement this Supplemental Indenture, the Notes Note Guarantees or the Note Guarantee 5.625% Notes without the consent of any Holder of a NoteHolder: (a1) to cure any ambiguity, defect defect, omission, mistake or inconsistency; provided, however, that such cure does not adversely affect the interests of the Holders; (b2) to provide for uncertificated 5.625% Notes in addition to or in place of certificated Notes or to alter the provisions of ARTICLE 2 hereof (including the related definitions) in a manner that does not adversely affect any Holder5.625% Notes; (c3) to provide for the assumption of the CompanyIssuer’s or the a Guarantor’s obligations to the Holders in the case of a merger, consolidation or sale of all or substantially all of the Notes assets in accordance with Section 5.01. (4) to release any Guarantor from any of its obligations under this Indenture, the Notes and the its Note Guarantee by a successor or this Supplemental Indenture (to the Company or the Guarantor pursuant to ARTICLE 6 or ARTICLE 14 hereofextent permitted by this Supplemental Indenture); (d5) to make any change that would provide any additional rights or benefits to the Holders of the 5.625% Notes, to surrender any right or power conferred by this Supplemental Indenture upon the Issuer or the Restricted Subsidiaries, or to make any change that does not materially adversely affect the rights under this Supplemental Indenture of any Holder or, in the case of this Supplemental Indenture, to maintain the qualification of this Supplemental Indenture under, and otherwise comply with, the Trust Indenture Act; (6) to make or change any provisions with respect to matters or questions arising under this Supplemental Indenture; provided that such actions pursuant to this clause (6) shall not adversely affect the interest of the Holders in any material respect, as determined in good faith by the Issuer’s Board of Directors and evidenced by resolutions of the Board of Directors of the Issuer; (7) to make any amendment to the provisions of this Supplemental Indenture relating to the transfer and legending of the 5.625% Notes permitted by this Supplemental Indenture, including to facilitate the issuance and administration of 5.625% Notes, provided that (i) compliance with this Supplemental Indenture as so amended would not result in 5.625% Notes being transferred in violation of the Securities Act or that any applicable securities law and (ii) such amendment does not adversely affect the legal rights hereunder of Holders to transfer 5.625% Notes; (8) to provide for or under confirm the issuance of Additional Notes or the in accordance with this Supplemental Indenture; (9) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee of any Holder of with respect to the Note5.625% Notes; or (e10) to comply with requirements conform the text of this Supplemental Indenture or the 5.625% Notes to any provision under the heading “Description of the SEC Notes” in order the Prospectus Supplement to effect or maintain the qualification of extent such provision in this Indenture under the TIA. In determining whether the Holders “Description of the requisite Principal Amount of outstanding Notes are present at a meeting of Holders of Notes for quorum purposes or have consented to or voted in favor of any request, demand, authorization, direction, notice, consent, waiver, amendment or modification hereunder, Notes held for the account of the Company, or for any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company, shall be disregarded and deemed not to be outstanding; provided, however, that no Holder shall be deemed to be directly or indirectly controlling or controlled by or under direct or indirect common control with the Company solely by reason of ownership of such Notes. A change in a defined term used in this Section shall be deemed ” was intended to be a change provision of this Supplemental Indenture or the 5.625% Notes. With respect to this Section. Upon the request 5.625% Notes only, Section 9.02 of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indenture, and upon receipt by the Trustee of the documents described in Section 12.06 hereof, the Trustee shall join Base Indenture is hereby replaced with the Company and the Guarantor in the execution of any amended or supplemental Indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee 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.following:

Without Consent of Holders of Notes. (i) Notwithstanding Section 12.02 9.02 of this Indenture, the CompanyIssuer, the Guarantor Security Agent and the Trustee (as applicable) may modify, amend or supplement this Indenture, the Notes Notes, any Security Document, the Guarantees, the Intercreditor Agreement, any Additional Intercreditor Agreement or the Note Guarantee any supplemental indenture without the consent of any Holder of a NoteHolder: (a1) to cure any ambiguity, defect omission, defect, error or inconsistency; provided, however, that such cure does not adversely affect the interests of the Holders; (b2) to provide for uncertificated Notes in addition to or in place of the certificated Notes or to alter the provisions of ARTICLE 2 hereof (including the related definitions) in a manner that does not adversely affect any HolderNotes; (c3) to provide for the assumption of the Company’s Issuer's or the a Guarantor’s 's obligations to the Holders of Notes in the Notes under this Indenture, case of a merger or consolidation or sale of all or substantially all of the Notes and the Note Guarantee by a successor to the Company Issuer's or the Guarantor pursuant to ARTICLE 6 or ARTICLE 14 hereofsuch Guarantor's assets; (d4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder under this Indenture of any such Holder; (5) to conform the text of this Indenture or under the Notes to any provision of the sections titled "Description of the Notes", taken together, in the Offering Memorandum to the extent that such provision in such sections of the Offering Memorandum was intended to be a verbatim or substantially verbatim recitation of a provision of this Indenture, such Notes or the Note Guarantee of any Holder of the Note; orGuarantees; (e6) to comply release any Guarantee in accordance with requirements of the SEC in order to effect or maintain the qualification terms of this Indenture under the TIA. In determining whether the Holders of the requisite Principal Amount of outstanding Notes are present at a meeting of Holders of Notes for quorum purposes or have consented Indenture; (7) to or voted in favor of any request, demand, authorization, direction, notice, consent, waiver, amendment or modification hereunder, Notes held evidence and provide for the account acceptance and appointment under this Indenture of a successor trustee or security agent pursuant to the Companyrequirements thereof; (8) to the extent necessary to grant a Security Interest, or for any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company, shall be disregarded and deemed not to be outstanding; provided, however, that the granting of such Security Interest is not prohibited by this Indenture, the Intercreditor Agreement or any Additional Intercreditor Agreement and Section 4.09 is complied with; (9) make any change to the extent permitted by the covenant described under Section 4.14; (10) to provide for the issuance of additional series of Notes in accordance with the limitations set forth in this Indenture; or (11) to allow any Guarantor to execute a supplemental indenture or a joinder, as applicable, with respect to the Notes. (ii) For the avoidance of doubt, no Holder amendment to or deletion of, or actions taken in compliance with, the covenants described herein shall be deemed to impair or affect any rights of Holders of Notes to receive payment of principal of, or premium, if any, or interest on, the Notes. (iii) In formulating its decision on such matters, the Trustee and the Security Agent shall be directly entitled to require and rely absolutely on such evidence as it deems appropriate, including an Opinion of Counsel and an Officer's Certificate on which the Trustee and the Security Agent may solely rely. (iv) The consent of the Holders of Notes is not necessary under this Indenture to approve the particular form of any proposed amendment. It is sufficient if such consent approves the substance of the proposed amendment. A consent to any amendment or indirectly controlling or controlled waiver under this Indenture by or under direct or indirect common control any Holder of Notes given in connection with the Company solely by reason of ownership a tender of such Notes. A change in a defined term used in this Section shall ▇▇▇▇▇▇'s Notes will not be deemed to be a change to this Section. rendered invalid by such tender. (v) Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental IndentureIssuer, and upon receipt by the Trustee and the Security Agent of the documents described in Section 12.06 hereof7.02(b), the Trustee shall and the Security Agent will join with the Company and the Guarantor Issuer in the execution of any amended or supplemental Indenture indenture or other document authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but neither the Trustee shall not nor the Security Agent will be obligated to enter into such amended or supplemental Indenture indenture or other document that affects its own rights, duties duties, protections, privileges, indemnities or immunities under this Indenture or otherwiseIndenture. (vi) For so long as the Notes are listed on Euronext Dublin and the rules of such exchange so require, the Issuer will publish notice of any amendment, supplement and waiver in Ireland in a daily newspaper with general circulation in Ireland (which is expected to be the Irish Times). Such notice of any amendment, supplement and waiver may instead be published on the website of Euronext Dublin (▇▇▇.▇▇▇.▇▇).

Without Consent of Holders of Notes. Notwithstanding Section 12.02 9.02 of this Indenture, without the Companyconsent of any Holder of Notes, the Guarantor Issuer, the Guarantors and the Trustee may amend or supplement this Indenture, the Notes of any series, the Note Guarantees with respect to any series of Notes or the Note Guarantee without the consent Escrow Agreement for any series of any Holder of a NoteNotes: (a) to cure any ambiguity, defect or inconsistency; provided, however, that such cure does not adversely affect the interests of the Holders; (b) to provide for uncertificated Notes in addition to or in place of certificated Notes or to alter the provisions of ARTICLE 2 hereof (including the related definitions) in a manner that does not adversely affect any HolderNotes; (c) to provide for the assumption of the CompanyIssuer’s or the a Guarantor’s obligations to the Holders of the Notes under of each series and Note Guarantees with respect to the Notes of each series in the case of a merger or consolidation or sale of all or substantially all of the Issuer’s or such Guarantor’s properties or assets, as applicable, including any assumption of the obligations of the Escrow Issuer by the Permanent issuer in accordance with the terms of this Indenture, the Notes and the Note Guarantee by a successor to the Company or the Guarantor pursuant to ARTICLE 6 or ARTICLE 14 hereof; (d) to make any change that would provide any additional rights or benefits to the Holders of the Notes of such series or that does not adversely affect the legal rights hereunder or under the Notes or the Note Guarantee this Indenture of any Holder of such series of Notes, including to comply with requirements of the Note; orSEC or DTC in order to maintain the transferability of the Notes pursuant to Rule 144A or Regulation S; (e) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA. In determining whether ; (f) to conform the Holders text of this Indenture, the Notes of any series or the Note Guarantees with respect to Notes of any series to any provision of the requisite Principal Amount “Description of outstanding Notes” section of the Offering Circular; (g) to provide for the issuance of Additional Notes are present at of a meeting series in accordance with the limitations set forth in this Indenture as of Holders the date hereof; (h) to secure the Notes of such series or the Note Guarantees with respect to such series of Notes for quorum purposes or have consented pursuant to or voted in favor the requirements of Section 4.12 hereof; (i) to add any request, demand, authorization, direction, notice, consent, waiver, amendment or modification hereunder, Notes held for the account additional Guarantee of the Company, or for any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company, shall be disregarded and deemed not to be outstanding; provided, however, that no Holder shall be deemed to be directly or indirectly controlling or controlled by or under direct or indirect common control with the Company solely by reason of ownership Notes of such Notes. A change series as provided in a defined term used in this Section shall be deemed to be a change to this Section. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indenture, and upon receipt by the Trustee of the documents described in Section 12.06 hereof, the Trustee shall join with the Company and the Guarantor in the execution of any amended or supplemental Indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee 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, or to evidence the release of any Guarantor from its Note Guarantee with respect to the Notes of any series as provided in this Indenture; or (j) to evidence or provide for the acceptance of appointment under this Indenture of a successor Trustee.

Without Consent of Holders of Notes. Notwithstanding Section 12.02 of this Indenture8.02, the CompanyIssuers, the Guarantor Guarantors and the Trustee may amend or supplement the Base Indenture (as it relates to the Notes), this Indenture, Supplemental Indenture or the Notes or the Note Guarantee without the consent of any Holder of a Note: (a1) to cure any ambiguity, defect or inconsistency; provided, however, that such cure does not adversely affect the interests of the Holders; (b2) to provide for uncertificated Notes in addition to or in place of certificated Notes or to alter the provisions of ARTICLE 2 hereof (including the related definitions) in a manner that does not adversely affect any HolderNotes; (c3) to provide for the assumption of the Company’s or the Guarantoran Issuer’s obligations to the Holders of the Notes under this Indenture, the Notes and the Note Guarantee by a successor to the Company or the Guarantor pursuant to ARTICLE 6 or ARTICLE 14 hereofArticle Five; (d4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder or under of any Holder; (5) to secure the Notes or the Note Guarantee Subsidiary Guarantees pursuant to the requirements of Section 4.12 or otherwise; (6) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Supplemental Indenture; (7) to add any additional Guarantor with respect to the Notes or to evidence the release of any Holder of the Note; orGuarantor from its Subsidiary Guarantee, in each case, in accordance with Article Nine; (e) 8) to comply with requirements of the SEC Commission in order to effect or maintain the qualification of this Indenture with respect to the Notes under the TIA. In determining whether Trust Indenture Act; (9) to evidence or provide for the Holders acceptance of appointment under this Supplemental Indenture and the Base Indenture (as it relates to the Notes) of a successor Trustee with respect to the Notes; (10) to provide for the reorganization of the requisite Principal Amount Company as any other form of outstanding Notes are present at a meeting of Holders of Notes for quorum purposes or have consented entity in accordance with Section 5.01(c); or (11) to or voted in favor of any request, demand, authorization, direction, notice, consent, waiver, amendment or modification hereunder, Notes held for conform the account text of the CompanyBase Indenture (as it relates to the Notes), this Supplemental Indenture or for the Notes to any Person directly or indirectly controlling or controlled by or under direct or indirect common control with provision of the Companysection entitled “Description of Notes” in the prospectus supplement relating to the Notes dated December 5, shall be disregarded and deemed not to be outstanding; provided, however, that no Holder shall be deemed to be directly or indirectly controlling or controlled by or under direct or indirect common control with the Company solely by reason of ownership of such Notes. A change in a defined term used in this Section shall be deemed to be a change to this Section2024. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indentureindenture, and upon receipt by the Trustee of the documents described in Section 12.06 hereof8.06, the Trustee shall join with the Company Issuers and the Guarantor 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 not be obligated to enter into such amended or supplemental Indenture indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 12.02 9.02 of this Indenture, the Company, the Guarantor Trustee, and the Trustee each Agent, may amend or supplement this Indenture, Indenture and the Notes or the Note Guarantee without the consent of any Holder of a NoteHolder: (a1) to cure any ambiguity, defect or inconsistency; provided, however, that such cure does not adversely affect the interests of the Holders; (b2) to provide for uncertificated Notes in addition to or in place of certificated Notes; provided that such uncertificated Notes or to alter the provisions of ARTICLE 2 hereof (including the related definitions) are in a manner that does not adversely affect any Holderregistered form for U.S. federal income tax purposes; (c3) to provide for the assumption of the Company’s Obligations to Holders in the case of a merger or the Guarantor’s obligations to the Holders consolidation or sale of all or substantially all of the Notes under this Indenture, the Notes and the Note Guarantee by a successor to the Company or the Guarantor pursuant to ARTICLE 6 or ARTICLE 14 hereofCompany’s assets; (d4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder or under this Indenture of any such Holder; (5) to conform the text of this Indenture to any provision of the “Description of Notes” section of the Offering Memorandum, to the extent that such provision in that “Description of Notes” section of the Offering Memorandum was intended to be a verbatim recitation of a provision of the Notes or the Note Guarantee of any Holder of the Notethis Indenture; or (e6) to comply provide for the issuance of Additional Notes in accordance with requirements the limitations set forth in this Indenture as of the SEC in order to effect or maintain the qualification date of this Indenture under the TIA. In determining whether the Holders of the requisite Principal Amount of outstanding Notes are present at a meeting of Holders of Notes for quorum purposes or have consented to or voted in favor of any request, demand, authorization, direction, notice, consent, waiver, amendment or modification hereunder, Notes held for the account of the Company, or for any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company, shall be disregarded and deemed not to be outstandingIndenture; provided, however, that no Holder shall be deemed to be directly or indirectly controlling or controlled by or under direct or indirect common control with the Company solely by reason of ownership of such Notes. A change in a defined term used in this Section shall be deemed to be a change to this Section. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indentureindenture, and upon receipt by the Trustee of the documents described in Section 12.06 7.02 hereof, the Trustee shall and each Agent will join with the Company and the Guarantor in the execution of any amended or supplemental Indenture indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but neither the Trustee shall not nor any Agent will be obligated to (although they may at their discretion) enter into such amended or supplemental Indenture indenture that affects its their own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 12.02 9.02 of this Indenture, without the Companyconsent of any Holder of Notes, the Guarantor Issuers, the Guarantors and the Trustee may amend or supplement this Indenture, the Notes or the Note Guarantee without the consent of any Holder of a NoteGuarantees: (a1) to cure any ambiguity, mistake, defect or inconsistency; provided, however, that such cure does not adversely affect the interests of the Holders; (b2) to provide for uncertificated Notes in addition to or in place of certificated Notes or to alter the provisions of ARTICLE 2 hereof (including the related definitions) in a manner that does not adversely affect any HolderNotes; (c3) to provide for the assumption of the Company’s Issuers’ or the a Guarantor’s obligations to the Holders of the Notes under this Indenture, the Notes and the Note Guarantee Guarantees by a successor to the Company Issuers or the such Guarantor pursuant to ARTICLE 6 Article 5 or ARTICLE 14 Article 10 hereof; (d4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder or under the Notes or the Note Guarantee of any Holder of the Note; orHolder; (e5) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA. In determining whether ; (6) to conform the Holders text of this Indenture, the Notes or the Note Guarantees to any provision of the requisite Principal Amount “Description of outstanding Notes are present at a meeting of Holders of Notes for quorum purposes or have consented to or voted in favor of any request, demand, authorization, direction, notice, consent, waiver, amendment or modification hereunder, Notes held for the account Notes” section of the CompanyIssuers’ Offering Memorandum dated March 2, or for any Person directly or indirectly controlling or controlled by or under direct or indirect common control with 2010, relating to the Companyinitial offering of the Notes, shall be disregarded and deemed not to be outstanding; provided, however, the extent that no Holder shall be deemed to be directly or indirectly controlling or controlled by or under direct or indirect common control with the Company solely by reason such provision in that “Description of ownership of such Notes. A change in a defined term used in this Section shall be deemed ” was intended to be a change 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 provide for the issuance of Additional Notes in accordance with the limitations set forth in this SectionIndenture as of the date hereof; or (8) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes. Upon the request of the Company Issuers accompanied by a resolution of its Express’ 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 12.06 7.02 hereof, the Trustee shall will join with the Company Issuers and the Guarantor 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 will not be obligated to enter into such amended or supplemental Indenture indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 12.02 9.02 of this Indenture, the Company, the Guarantor applicable Guarantor(s), the Trustee and the Trustee may Collateral Agent may, as applicable amend or supplement this Indenture, the Notes or Notes, the Note Guarantee Guarantees or (subject to any required consents of others) the Security Documents without the consent of any Holder of a Note: (a) to cure any ambiguity, defect or inconsistency; provided, however, that such cure does not adversely affect the interests of the Holders; (b) to provide for uncertificated Notes in addition to or in place of certificated Notes or to alter the provisions of ARTICLE 2 hereof (including the related definitions) in a manner that does not adversely affect any HolderNotes; (c) to provide for the assumption of the Company’s or the Guarantor’s obligations to the Holders of the Notes under this Indenture, in the Notes and case of a merger or consolidation or sale of all or substantially all of the Note Guarantee by a successor to the Company or the Guarantor Company’s assets pursuant to ARTICLE 6 or ARTICLE 14 Article 5 hereof; (d) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder or under the Notes or the Note Guarantee of any Holder of the Note; or; (e) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA. In determining whether ; (f) to evidence and provide for the Holders acceptance of appointment under the Security Documents by a successor Collateral Agent; (g) to add to the Collateral securing the Notes Obligations; (h) to conform the text of this Indenture, the Notes or the Security Documents to any provision of the requisite Principal Amount “Description of outstanding Notes are present at a meeting the junior priority secured notes” contained within the Offering Memorandum to the extent that the Trustee has received an Officers’ Certificate stating that such text constitutes an unintended conflict with the description of Holders the corresponding provision in the “Description of Notes for quorum purposes the junior priority secured notes”; (i) to mortgage, pledge, hypothecate or have consented to or voted grant any other Lien in favor of any requestthe Collateral Agent, demand, authorization, direction, notice, consent, waiver, amendment or modification hereunder, Notes held for the account benefit of the CompanySecured Parties (as defined in the Security Agreement), as additional security for the payment and performance of the Notes Obligations, on any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or for any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company, shall be disregarded and deemed not on which a Lien is required to be outstanding; provided, however, that no Holder shall be deemed granted to be directly or indirectly controlling for the benefit of the Trustee or controlled by or under direct or indirect common control with the Company solely by reason of ownership of such Notes. A change in a defined term used in this Section shall be deemed to be a change Collateral Agent pursuant to this SectionIndenture, any of the Security Documents or otherwise; (j) to provide for the release of Collateral from the Lien of this Indenture and the Security Documents when permitted or required by the Security Documents or this Indenture; or (k) to secure any Permitted Additional Pari Passu Obligations under the Security Documents and to appropriately include any Permitted Additional Pari Passu Obligations or Senior Priority Obligations in the Junior Priority Intercreditor Agreement. Upon the request of the Company accompanied by a resolution of its the Board of Directors of the Company authorizing the execution of any such amended or supplemental IndentureIndenture or Security Document, and upon receipt by the Trustee of the documents described in Section 12.06 7.02 hereof, the Trustee or Collateral Agent, as applicable, shall join with the Company and each of the Guarantor Guarantors in the execution of any amended amendment or supplemental supplement to this Indenture or the Security Documents authorized or permitted by the terms of this Indenture Section 9.01 and to make any further appropriate agreements and stipulations that may be therein contained, but neither the Trustee nor the Collateral Agent shall not be obligated to enter into such amended or supplemental Indenture indenture that affects its own rights, duties or immunities under this Indenture Indenture, any Security Document or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 12.02 of this Indenture, the Company, the Guarantor Guarantors and the Trustee may amend or supplement this Indenture, the Notes Note Guarantees or the Note Guarantee Notes, the Collateral Agent, the Company and the Guarantors may amend or supplement the Collateral Documents, without the consent of any Holder of a Note: (a) to cure any ambiguity, defect or inconsistency; provided, however, that such cure does not not, in the good faith opinion of the Board of Directors, adversely affect the interests of the HoldersHolders in any material respect; (b) to provide for uncertificated Notes in addition to or in place of certificated Notes or to alter the provisions of ARTICLE 2 hereof (including the related definitions) in a manner that does not materially adversely affect any Holder; (c) to provide for the assumption of the Company’s or the a Guarantor’s obligations to the Holders of the Notes under this Indenture, the Notes and the Note Guarantee by a successor to the Company or the a Guarantor pursuant to ARTICLE 6 or ARTICLE 14 hereof; (d) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder or under under, the Notes or Notes, the Note Guarantee Guarantees, and the Collateral Documents of any Holder of the Note; or; (e) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; or (f) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes. In determining whether the Holders of the requisite Principal Amount of outstanding Notes are present at a meeting of Holders of Notes for quorum purposes or have consented to or voted in favor of any request, demand, authorization, direction, notice, consent, waiver, amendment or modification hereunder, Notes held for the account of the Company, or for any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company, shall be disregarded and deemed not to be outstanding; provided, however, that no Holder shall be deemed to be directly or indirectly controlling or controlled by or under direct or indirect common control with the Company solely by reason of ownership of such Notes. A change in a defined term used in this Section shall be deemed to be a change to this Section. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indenture, and upon receipt by the Trustee of the documents described in Section 12.06 hereof, the Trustee shall join with the Company and the Guarantor 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 not be obligated to enter into such amended or supplemental Indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 12.02 9.02 of this Indenture, the Company, the Guarantor Guarantors and the Trustee may amend or supplement this Indenture, the Notes Note Guarantees or the Note Guarantee Notes without the consent of any Holder of a Note: (a1) to cure any ambiguity, defect or inconsistency; provided, however, that such cure does not adversely affect the interests of the Holders; (b2) to provide for uncertificated Notes in addition to or in place of certificated Notes or to alter the provisions of ARTICLE 2 hereof (including the related definitions) in a manner that does not adversely affect any HolderNotes; (c3) to provide for the assumption of the Company’s or the Guarantor’s obligations to the Holders of the Notes under this Indenture, the Notes and the Note Guarantee by a successor to the Company or the Guarantor pursuant to ARTICLE 6 or ARTICLE 14 Article 5 hereof; (d4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder or under the Notes or the Note Guarantee of any Holder of the Note; or; (e5) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA. In determining whether ; (6) to conform the Holders text of this Indenture or the Notes to any provision of the requisite Principal Amount “Description of outstanding Notes are present at a meeting of Holders of Notes for quorum purposes or have consented to or voted in favor of any request, demand, authorization, direction, notice, consent, waiver, amendment or modification hereunder, Notes held for the account Notes” section of the Company’s Offering Memorandum dated August 18, or for any Person directly or indirectly controlling or controlled by or under direct or indirect common control with 2005, relating to the Companyinitial offering of the Notes, shall be disregarded and deemed not to be outstanding; provided, however, the extent that no Holder shall be deemed to be directly or indirectly controlling or controlled by or under direct or indirect common control with such provision in the Company solely by reason Description of ownership of such Notes. A change in a defined term used in this Section shall be deemed Notes was intended to be a change verbatim recitation of a provision of this Indenture or the Notes; (7) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this SectionIndenture as of the date hereof; or (8) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indentureindenture, and upon receipt by the Trustee of the documents described in Section 12.06 7.02 hereof, the Trustee shall will join with the Company and the Guarantor 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 will not be obligated to enter into such amended or supplemental Indenture indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 12.02 9.02 of this Indenture, from time to time, the Company, the Guarantor Note Guarantors and the Trustee may amend or supplement this Indenture, Indenture or the Notes or the Note Guarantee Guarantees without the consent of any Holder of a Note: (a1) to cure any ambiguity, defect or inconsistency; provided, however, that such cure does not adversely affect the interests of the Holders; (b2) to provide for uncertificated Notes in addition to or in place of certificated Notes or to alter the provisions of ARTICLE 2 hereof (including the related definitions) in a manner that does not adversely affect any HolderNotes; (c3) to provide for the assumption of the Company’s or the a Note Guarantor’s obligations to the Holders of the Notes under this Indenture, the Notes and the Note Guarantee Guarantees by a successor to the Company or the such Note Guarantor pursuant to ARTICLE 6 Article 5 or ARTICLE 14 Article 11 hereof; (d4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that that, in the opinion of the Trustee, does not adversely affect in any material respect the legal rights hereunder or under of any Holder; (5) to conform the Notes or text of this Indenture, the Note Guarantee of Guarantees, the Notes, the Pledge and Security Agreement and the Escrow Agreement to any Holder provision of the Note“Description of Notes” section of the Company’s Offering Circular; (6) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereof; or (e7) to comply allow any Note Guarantor to execute a supplemental indenture and/or a Note Guarantee with requirements of respect to the SEC in order to effect or maintain the qualification of this Indenture under the TIA. In determining whether the Holders of the requisite Principal Amount of outstanding Notes are present at a meeting of Holders of Notes for quorum purposes or have consented to or voted in favor of any request, demand, authorization, direction, notice, consent, waiver, amendment or modification hereunder, Notes held for the account of the Company, or for any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company, shall be disregarded and deemed not to be outstanding; provided, however, that no Holder shall be deemed to be directly or indirectly controlling or controlled by or under direct or indirect common control with the Company solely by reason of ownership of such Notes. A change in a defined term used in this Section shall be deemed to be a change to this Section. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indentureindenture, and upon receipt by the Trustee of the documents described in Section 12.06 7.02 hereof, the Trustee shall will join with the Company and the Guarantor Note 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 will not be obligated to enter into such amended or supplemental Indenture indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 12.02 9.02 hereof, without the consent of this Indentureany Holder of Notes, the Company, the Guarantor Guarantors, the Trustee and the Trustee Collateral Agent may amend or supplement this Indenture, the Notes Notes, the Note Guarantees or the Note Guarantee without the consent of any Holder of a NoteSecurity Documents: (a1) to cure any ambiguity, defect omission, mistake, defect, error or inconsistency; providedinconsistency contained in this Indenture, however, or make such other provisions in regard to matters or questions arising under this Indenture as the Board of Directors may deem necessary or desirable and that such cure does shall not materially and adversely affect the interests of the HoldersHolders of the Notes; (b2) to provide for uncertificated Notes in addition to or in place of certificated Notes or to alter the provisions of ARTICLE 2 hereof (including the related definitions) in a manner that does not adversely affect any HolderNotes; (c3) to provide for the assumption of the Company’s or the any Guarantor’s obligations to the Holders of the Notes under this Indenture, the Notes and Note Guarantees in the Note Guarantee by case of a successor to merger or consolidation or sale, assignment, transfer, conveyance, lease or other disposition of all or substantially all of the Company Company’s or the Guarantor pursuant to ARTICLE 6 or ARTICLE 14 hereofsuch Guarantor’s assets, as applicable; (d4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder under this Indenture of any Holder; (5) to conform the text of this Indenture, the Notes, the Note Guarantees or under the Security Documents to any provision of the “Description of the Notes” section of the Company’s Offering Memorandum; (6) to provide for the issuance of Additional Notes, as determined in good faith by the Company, in accordance with the limitations set forth in this Indenture; (7) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes or in accordance with the Note Guarantee terms of any Holder of the Note; orthis Indenture; (e8) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee to provide for the accession by the Trustee to any notes documentation; (9) to comply with requirements of make any amendment to the SEC in order to effect or maintain the qualification provisions of this Indenture under relating to the TIA. In determining whether the Holders of the requisite Principal Amount of outstanding Notes are present at a meeting of Holders transfer and legending of Notes for quorum purposes or have consented as permitted by this Indenture, including, without limitation, to or voted in favor facilitate the issuance and administration of any request, demand, authorization, direction, notice, consent, waiver, amendment or modification hereunder, Notes held for the account of the Company, or for any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company, shall be disregarded and deemed not to be outstandingNotes; provided, however, that no Holder shall be deemed (i) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (ii) such amendment does not adversely affect the rights of Holders to transfer Notes in any material respect; (10) to mortgage, pledge, hypothecate or grant any other Lien in favor of the Trustee or the Collateral Agent for the benefit of the Holders of the Notes, as additional security for the payment and performance of all or any portion of the obligations in respect of the Notes, in any property or assets, including any which are required to be directly mortgaged, pledged or indirectly controlling hypothecated, or controlled in which a Lien is required to be granted to or for the benefit of the Trustee or the Collateral Agent pursuant to this Indenture, any of the Security Documents or otherwise; (11) to release Collateral from the Lien of this Indenture and the Security Documents or subordinate such Lien when permitted or required by the Security Documents or this Indenture; 4869-1723-0772 v.7 (12) to add Additional First Lien Secured Parties or Permitted Junior Lien Obligations to the Intercreditor Agreements to the extent the incurrence of such obligations is not prohibited by this Indenture; (13) to secure any Additional First Lien Obligations or Permitted Junior Lien Obligations under direct or indirect common control the Security Documents to the extent the incurrence of such obligations is not prohibited by this Indenture; and (14) to enter into any Additional Intercreditor Agreement in connection with the Company solely incurrence of any secured Indebtedness the incurrence of which is not prohibited by reason of ownership of such Notes. A change in a defined term used in this Section shall be deemed to be a change to this SectionIndenture. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indentureindenture or amendment or supplement of the Notes, any Note Guarantee or any Security Document, and upon receipt by the Trustee of the documents described in Section 12.06 9.06, 13.04 and 13.05 hereof, the Trustee shall and/or the Collateral Agent, as applicable, will join with the Company and the Guarantor Guarantors, if any, in the execution of any amended or supplemental Indenture indenture or amendment or supplement of the Notes, any Note Guarantee or any Security Document, authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall or the Collateral Agent, as applicable, will not be obligated to enter into such amended or supplemental Indenture indenture or amendment or supplement of the Notes, any Note Guarantee or any Security Document, that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 12.02 9.02 of this Indenture, without the consent of any Holder of Notes, the Company, the Guarantor Guarantors, the Trustee and the Trustee Collateral Agent, if applicable, may amend or supplement this Indenture, the Notes or Notes, the Note Guarantee without the consent of Guarantees or any Holder of a Noteother Note Documents: (ai) to cure any ambiguity, defect or inconsistency; provided, however, that such cure does not adversely affect the interests of the Holders; (bii) to provide for uncertificated Notes in addition to or in place of certificated Notes or to alter the provisions of ARTICLE 2 hereof (including the related definitions) in a manner that does not adversely affect any HolderNotes; (ciii) to provide for the assumption of the Company’s or the a Guarantor’s obligations to the Holders of the Notes under this Indenture, the Notes and the Note Guarantee Guarantees by a successor to the Company or the such Guarantor pursuant to ARTICLE 6 Article 5 or ARTICLE 14 Article 10 hereof; (div) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder or under the Notes or the Note Guarantee of any Holder of the Note; orHolder; (ev) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA. In determining whether ; (vi) to conform the Holders text of this Indenture, the Notes, the Note Guarantees or the Security Documents to any provision of the requisite Principal Amount “Description of outstanding Notes are present at a meeting of Holders of Notes for quorum purposes or have consented to or voted in favor of any request, demand, authorization, direction, notice, consent, waiver, amendment or modification hereunder, Notes held for the account Notes” section of the Company’s Offering Memorandum dated May 8, or for any Person directly or indirectly controlling or controlled by or under direct or indirect common control with 2013, relating to the Companyinitial offering of the Notes, shall be disregarded and deemed not to be outstanding; provided, however, the extent that no Holder shall be deemed to be directly or indirectly controlling or controlled by or under direct or indirect common control with the Company solely by reason such provision in that “Description of ownership of such Notes. A change in a defined term used in this Section shall be deemed ” was intended to be a change verbatim recitation of a provision of this Indenture, the Notes, the Note Guarantees or the Security Documents, which intent shall be evidenced by an Officers’ Certificate to that effect; (vii) to enter into additional or supplemental Security Documents; (viii) to make, complete or confirm any grant of Collateral permitted or required by this SectionIndenture or any of the Security Documents or any release of Collateral that becomes effective as set forth in this Indenture or any of the Security Documents; (ix) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date of this Indenture; or (x) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended amendment or supplemental Indentureindenture, and upon receipt by the Trustee of the documents described in Section 12.06 7.02 hereof, the Trustee shall will join with the Company and the Guarantor Guarantors in the execution of any amended amendment or supplemental Indenture indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall will not be obligated to enter into such amended or supplemental Indenture indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 12.02 9.02 of this Indenture, the Company, the Guarantor Guarantors and the Trustee may amend or supplement this Indenture, the Notes or and the Note Guarantee Guarantees without the consent of any Holder of a Note: (a) to cure any ambiguity, defect or inconsistency; provided, however, that such cure does not adversely affect the interests of the Holders; (b) to provide for uncertificated Notes in addition to or in place of certificated Notes or to alter the provisions of ARTICLE Article 2 hereof (including the related definitions) in a manner that does not materially adversely affect any Holder; (c) to provide for the assumption of the Company’s 's or the a Guarantor’s 's obligations to the Holders of the Notes under this Indenture, the Notes and the Note Guarantee by a successor to the Company or the Guarantor pursuant to ARTICLE 6 Article 5 or ARTICLE 14 Article 10 hereof; (d) to secure the Notes pursuant to the requirements of Section 4.12 or otherwise; (e) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder or under the Notes or the Note Guarantee of any Holder of the Note; (f) to comply with Article 10 hereof; (g) to add any Guarantor or to release any Subsidiary Guarantor from its Subsidiary Guarantee, in each as provided in this Indenture; (h) to conform the text of this Indenture, the Guarantees or the Notes to any provision found under the heading "Description of the Notes" in the Company's Offering Memorandum relating to the Notes to the extent that such provision was intended to be a verbatim recitation of a provision of this Indenture, the Guarantees or the Notes, as applicable; or (ei) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA. In determining whether the Holders of the requisite Principal Amount of outstanding Notes are present at a meeting of Holders of Notes for quorum purposes or have consented to or voted in favor of any request, demand, authorization, direction, notice, consent, waiver, amendment or modification hereunder, Notes held for the account of the Company, or for any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company, shall be disregarded and deemed not to be outstanding; provided, however, that no Holder shall be deemed to be directly or indirectly controlling or controlled by or under direct or indirect common control with the Company solely by reason of ownership of such Notes. A change in a defined term used in this Section shall be deemed to be a change to this Section. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indentureindenture, and upon receipt by the Trustee of the documents described in Section 12.06 7.02 hereof, the Trustee shall join with the Company and the Guarantor 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 not be obligated to enter into such amended or supplemental Indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 12.02 9.02 hereof, without notice to or the consent of this Indentureany Holder, the Company, the Guarantor Issuer and the Trustee may amend or supplement this Indenture, the Notes Notes, the Note Guarantees or the Note Guarantee without the consent of any Holder of a Notesecurity documents: (a1) to cure any ambiguity, defect or inconsistency; provided, however, that such cure does not adversely affect inconsistency in this Indenture or the interests of the HoldersNotes; (b2) to comply with Section 5.01 hereof; (3) to evidence and provide for the acceptance of an appointment by a successor trustee; (4) 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); (5) to provide for any Guarantee of the Notes, to provide additional security for the Notes or to alter confirm and evidence, the provisions release, termination or discharge of ARTICLE 2 hereof any Guarantee of or Lien securing the Notes when such release, termination or discharge is permitted by this Indenture; (including the related definitions6) in a manner to add additional Collateral, provide additional rights to any Holder or make any change that does not materially and adversely affect the rights of any HolderHolder as determined by the Board of Directors or senior management of the Parent; (c7) to provide for the assumption of the CompanyIssuer’s or the a Guarantor’s obligations to the Holders of the Notes under this Indenture, the Notes and the Note Guarantee Guarantees by a successor to the Company Issuer or the such Guarantor pursuant to ARTICLE 6 Article 5 or ARTICLE 14 Article 11 hereof; (d) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder or under the Notes or the Note Guarantee of any Holder of the Note; or (e) 8) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA. In determining whether ; (9) to conform the Holders text of this Indenture, the Notes, the Note Guarantees or the security documents to any provision of the requisite Principal Amount “Description of outstanding Notes are present at a meeting of Holders of Notes for quorum purposes or have consented to or voted in favor of any request, demand, authorization, direction, notice, consent, waiver, amendment or modification hereunder, Notes held for the account Notes” section of the Company, or for any Person directly or indirectly controlling or controlled by or under direct or indirect common control with Issuer’s Offering Memorandum to the Company, shall be disregarded and deemed not to be outstanding; provided, however, extent that no Holder shall be deemed to be directly or indirectly controlling or controlled by or under direct or indirect common control with the Company solely by reason such provision in that “Description of ownership of such Notes. A change in a defined term used in this Section shall be deemed ” was intended to be a change verbatim recitation of a provision of this Indenture, the Notes, the Note Guarantees or the security documents, which intent may be evidenced by an Officer’s Certificate to that effect; (10) to release Collateral in accordance with the terms of this SectionIndenture and the security documents; or (11) to provide for or confirm the issuance of Additional Notes in accordance with the terms set forth in this Indenture as of the date hereof. Upon the request of the Company Issuer accompanied by a resolution of its the Board of Directors authorizing the execution of any such amended or supplemental Indentureindenture, and upon receipt by the Trustee of the documents described in Section 12.06 Sections 7.02, 9.06 and 13.02 hereof, the Trustee shall will join with the Company and the Guarantor Issuer 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 will not be obligated to enter into such amended or supplemental Indenture indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 12.02 9.02 of this Indenture, the Company, the Guarantor Guarantors and the Trustee may amend or supplement this Indenture, Indenture or the Notes or the Note Guarantee without the consent of any Holder of a Note: (a1) to cure any ambiguity, defect or inconsistency; provided, however, that such cure does not adversely affect the interests of the Holders; (b2) to provide for uncertificated Notes in addition to or in place of certificated Notes or to alter the provisions of ARTICLE Article 2 hereof (including the related definitions) in a manner that does not materially adversely affect any Holder; (c3) to provide for the assumption of the Company’s 's or the a Guarantor’s 's obligations to the Holders of the Notes under this Indenture, the Notes and the Note Guarantee by a successor to the Company or the Guarantor pursuant to ARTICLE 6 Article 5 or ARTICLE 14 Article 11 hereof; (d4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder or under the Notes or the Note Guarantee of any Holder of the Note; orsuch Holder; (e5) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA. In determining whether the Holders ; (6) to make, complete or confirm any grant of Collateral permitted or required by this Indenture or any of the requisite Principal Amount Security Documents or any release of outstanding Collateral that becomes effective as set forth in this Indenture or any of the Security Documents; (7) to conform the text of this Indenture, the Security Documents or the Notes are present at a meeting to any provision of Holders the "Description of Notes for quorum purposes or have consented to or voted in favor of any request, demand, authorization, direction, notice, consent, waiver, amendment or modification hereunder, Notes held for the account Notes" section of the Company's Offering Memorandum, or for any Person directly or indirectly controlling or controlled by or under direct or indirect common control with to the Company, shall be disregarded and deemed not to be outstanding; provided, however, extent that no Holder shall be deemed to be directly or indirectly controlling or controlled by or under direct or indirect common control with the Company solely by reason such provision in that "Description of ownership of such Notes. A change in a defined term used in this Section shall be deemed " was intended to be a change to verbatim recitation of a provision of this Section. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indenture, and upon receipt by the Trustee of the documents described in Section 12.06 hereofSubsidiary Guarantees, the Trustee shall join with Security Documents or the Company and the Guarantor in the execution of any amended or supplemental Indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee 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.Notes;

Without Consent of Holders of Notes. Notwithstanding Section 12.02 9.02 of this Indenture, the Company, the Guarantor Guarantors and the Trustee may amend or supplement this Indenture, the Notes Note Guarantees or the Note Guarantee Notes without the consent of any Holder of a Note: (a1) to cure any ambiguity, defect or inconsistency; provided, however, that such cure does not adversely affect the interests of the Holders;77 (b2) to provide for uncertificated Notes in addition to or in place of certificated Notes or to alter the provisions of ARTICLE Article 2 hereof (including the related definitions) in a manner that does not materially adversely affect any Holder; (c3) to provide for the assumption of the Company’s 's or the a Guarantor’s 's obligations to the Holders of the Notes under this Indenture, the Notes and the Note Guarantee by a successor to the Company or the Guarantor pursuant to ARTICLE 6 Article 5 or ARTICLE 14 Article 11 hereof; (d4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder or under the Notes or the Note Guarantee of any Holder of the Note; orsuch Holder; (e5) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA. In determining whether ; (6) to provide for the Holders issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the requisite Principal Amount of outstanding Notes are present at date hereof; or (7) to allow any Guarantor to execute a meeting of Holders of Notes for quorum purposes or have consented supplemental indenture and/or a Note Guarantee with respect to or voted in favor of any request, demand, authorization, direction, notice, consent, waiver, amendment or modification hereunder, Notes held for the account of the Company, or for any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company, shall be disregarded and deemed not to be outstanding; provided, however, that no Holder shall be deemed to be directly or indirectly controlling or controlled by or under direct or indirect common control with the Company solely by reason of ownership of such Notes. A change in a defined term used in this Section shall be deemed to be a change to this Section. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indenture, and upon receipt by the Trustee of the documents described in Section 12.06 7.02 hereof, the Trustee shall will join with the Company and the Guarantor 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 will not be obligated to enter into such amended or supplemental Indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 12.02 9.02 of this Indenture, from time to time, the Company, the Guarantor Guarantors and the Trustee may amend or supplement this IndentureTrustee, the Notes or the Note Guarantee without the consent of any Holder of a Noteof, or prior notice to, the Holders, may amend this Indenture: (a1) to cure any ambiguity, defect or inconsistency; provided, however, that such cure does not adversely affect the interests of the Holders; (b2) to provide for uncertificated Notes in addition to or in place of certificated Notes or to alter the provisions of ARTICLE 2 hereof (including the related definitions) in a manner that does not adversely affect any HolderNotes; (c3) to provide for or confirm the issuance of Additional Notes; (4) to provide for the assumption of the Company’s or the any Guarantor’s obligations to the Holders of Notes in the Notes under this Indenture, case of a merger or consolidation or sale of all or substantially all of the Notes and the Note Guarantee by a successor to assets of the Company or the Guarantor pursuant to ARTICLE 6 or ARTICLE 14 hereofArticle V; (d5) to add or release any Guarantee in accordance with the provisions of this Indenture; (6) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not materially adversely affect the legal rights hereunder or under the Notes or the Note Guarantee this Indenture of any Holder of the Note; orHolder; (e7) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA. In determining whether TIA or otherwise as necessary to comply with applicable law; (8) to evidence and provide for the Holders acceptance and appointment under this Indenture of a successor Trustee thereunder pursuant to the requirements thereof; (9) to provide for the issuance of (x) Exchange Notes or (y) private exchange notes which are identical to Exchange Notes except that they are not freely transferable; (10) to conform the text of this Indenture, Guarantees or the Notes to any provision of the requisite Principal Amount “Description of outstanding Notes are present at notes” section of the Offering Memorandum to the extent that such provision in such “Description of notes” section was intended to be a meeting verbatim recitation of Holders a provision of this Indenture, Guarantee or Notes; or (11) making any amendment to the provisions of this Indenture relating to the transfer and legending of Notes for quorum purposes or have consented as permitted by this Indenture, including, without limitation to or voted in favor of any request, demand, authorization, direction, notice, consent, waiver, amendment or modification hereunder, Notes held for facilitate the account issuance and administration of the Company, or for any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company, shall be disregarded and deemed not to be outstandingNotes; provided, however, that no Holder shall be deemed (i) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to be directly or indirectly controlling or controlled by or under direct or indirect common control with the Company solely by reason of ownership of such transfer Notes. A change in a defined term used in this Section shall be deemed to be a change to this Section. Upon the request of the Company and the Guarantors accompanied by a resolution of its Board of Directors Resolution authorizing the execution of any such amended or supplemental Indenture, Notes or Guarantee (or an amendment or supplement of any of the foregoing), and upon receipt by the Trustee of the documents described in Section 12.06 hereof7.02, the Trustee shall join with the Company and the Guarantor Guarantors in the execution of any amended or supplemental Indenture Indenture, Notes or Guarantee authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental Indenture Indenture, Notes or Guarantee that affects its own rights, duties or immunities under this Indenture Indenture, Notes or Guarantee 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 and delivery of an Officer’s Certificate.

Without Consent of Holders of Notes. Notwithstanding Section 12.02 1.01(17)(b) of this Supplemental Indenture, the Company, the Guarantor Company and the Trustee may amend or supplement this the Indenture, this Supplemental Indenture or the Notes or the Note Guarantee without the consent of any Holder of a Note: (ai) to cure any ambiguity, defect or inconsistency; provided, however, that such cure does not adversely affect the interests of the Holders; (bii) to provide for uncertificated Notes in addition to or in place of certificated Notes or to alter the provisions of ARTICLE Article 4 of the Indenture or Article 2 hereof of this Supplemental Indenture (including the related definitions) in a manner that does not materially adversely affect any Holder; (ciii) to provide for the assumption of the Company’s or the Guarantor’s 's obligations to the Holders of the Notes under this Indenture, the Notes and the Note Guarantee by a successor to the Company or the Guarantor pursuant to ARTICLE 6 Section 1.9 or ARTICLE 14 hereofSection 9.2 of the Indenture; (div) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder or under the Notes or the Note Guarantee of any Holder of the Note; or; (ev) to provide for the issuance of additional Notes to a maximum of $350.0 million aggregate principal amount pursuant to Section 1.01(2) of this Supplemental Indenture and in accordance with the provisions of Sections 2.2 and 3.1 of the Indenture; (vi) to comply with requirements of the SEC in order to effect or maintain the qualification of this the Indenture under the TIA. In determining whether ; or (vii) to evidence and provide for the Holders acceptance of appointment hereunder by a successor Trustee with respect to the Notes and to add to or change any of the requisite Principal Amount of outstanding Notes are present at a meeting of Holders of Notes for quorum purposes or have consented to or voted in favor of any request, demand, authorization, direction, notice, consent, waiver, amendment or modification hereunder, Notes held for the account provisions of the CompanyIndenture, as it relates to the Notes, or for any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company, this Supplemental Indenture as shall be disregarded and deemed not necessary to be outstanding; providedprovide for or facilitate the administration of the trusts under the Indenture by more than one Trustee, however, that no Holder shall be deemed pursuant to be directly or indirectly controlling or controlled by or under direct or indirect common control with the Company solely by reason requirements of ownership Section 7.11(b) of such Notes. A change in a defined term used in this Section shall be deemed to be a change to this Sectionthe Indenture. Upon the request of the Company accompanied by a resolution of its Board of Directors Directors, or an officer or officers duly authorized by the Board of Directors, authorizing the execution of any such amended or supplemental Indentureindenture, and upon receipt by the Trustee of the documents described in Section 12.06 hereof10.3 of the Indenture, the Trustee shall join with the Company and the Guarantor in the execution of any amended or supplemental Indenture indenture authorized or permitted by the terms of this Supplemental Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental Indenture indenture that adversely affects its own rights, duties or immunities under the Indenture, this Supplemental Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 12.02 9.02 of this Indenture, the Company, the Guarantor Guarantors and the Trustee may amend or supplement this Indenture, the Notes Notes, the Note Guarantees, the Intercreditor Agreement or the Note Guarantee Security Documents without the consent of any Holder of a Note: (a1) to cure any ambiguity, defect or inconsistency; provided, however, that such cure does not adversely affect the interests of the Holders; (b2) to provide for uncertificated Notes in addition to or in place of certificated Notes or to alter the provisions of ARTICLE 2 hereof (including the related definitions) in a manner that does not adversely affect any HolderNotes; (c3) to provide for the assumption of the Company’s or the a Guarantor’s obligations to the Holders of the Notes under this Indentureand Note Guarantees in the case of a merger or consolidation or sale of all or substantially all of the Company’s or such Guarantor’s assets, the Notes and the Note Guarantee by a successor to the Company or the Guarantor pursuant to ARTICLE 6 or ARTICLE 14 hereofas applicable; (d4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder or under the Notes or the Note Guarantee of any Holder of the Note; orsuch Holder; (e5) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA. In determining whether ; (6) to conform the text of this Indenture, the Notes, the Note Guarantees, the Intercreditor Agreement or the Security Documents 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 Notes, the Note Guarantees, the Intercreditor Agreement or the Security Documents, which intent shall be evidenced by an Officers’ Certificate to that effect; (7) to add a Guarantor or to provide for the Guarantee of the Company’s Obligations under the Notes by Parent or any direct or indirect parent company of the Company; (8) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereof; (9) to make, complete or confirm any grant of Collateral permitted or required by this Indenture, the Intercreditor Agreement or any of the Security Documents or any release, termination or discharge of Collateral that becomes effective as set forth in this Indenture, the Intercreditor Agreement or any of the Security Documents; or (10) to grant any Lien for the benefit of the Holders of the requisite Principal Amount Notes. In addition, the Collateral Trustee and the Trustee shall be authorized to amend the Security Documents to add additional secured parties to the extent Liens securing obligations held by such parties are permitted under this Indenture and that after so securing any such additional secured parties, the amount of outstanding Notes are present at a meeting of Holders of Notes for quorum purposes or have consented Shared Lien Debt does not cause the Consolidated Shared Lien Debt Ratio to or voted in favor of any requestexceed 3.50 to 1.00, demand, authorization, direction, notice, consent, waiver, amendment or modification hereunder, Notes held for calculated after giving pro forma effect to such incurrence and the account application of the Companynet proceeds therefrom, or for any Person directly or indirectly controlling or controlled as certified by or under direct or indirect common control with the Company, shall be disregarded and deemed not to be outstanding; provided, however, that no Holder shall be deemed to be directly or indirectly controlling or controlled by or under direct or indirect common control with the Company solely by reason of ownership of such Notes. A change in a defined term used in this Section shall be deemed to be a change to this Section. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indentureindenture, and upon receipt by the Trustee of the documents described in Section 12.06 7.02 hereof, the Trustee shall will join with the Company and the Guarantor in the execution of any amended or supplemental Indenture indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall will not be obligated to enter into such amended or supplemental Indenture indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 12.02 9.02 of this Indenture, the Company, the Guarantor Company and the Trustee may amend or supplement this Indenture, the Notes Note Guarantees or the Note Guarantee Notes without the consent of any Holder of a NoteNote to: (a1) to cure any ambiguity, omission, defect or inconsistency; provided, however, that such cure does not adversely affect the interests of the Holders; (b2) to provide for the assumption by a successor entity of the obligations of the Company or a Subsidiary Guarantor under this Indenture; (3) 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 Internal Revenue Code of 1986, or to alter the provisions of ARTICLE 2 hereof (including the related definitions) in a manner such that does not adversely affect any Holderthe uncertificated Notes are described in Section 163(f)(2)(B) of the Internal Revenue Code of 1986); (c4) to provide for the assumption any Guarantees of the Company’s Notes, to secure the Notes or to confirm and evidence the Guarantor’s obligations release, termination or discharge of any Guarantee of or Lien securing the Notes when such release, termination or discharge is permitted under this Indenture; (5) add to the covenants of the Company for the benefit of the Holders of Notes or to surrender any right or power conferred upon the Notes under this Indenture, the Notes and the Note Guarantee by a successor to the Company or the Guarantor pursuant to ARTICLE 6 or ARTICLE 14 hereofCompany; (d6) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder or under the Notes or the Note Guarantee of any Holder in any material respect; (7) make any amendment to the provisions of this Indenture relating to the form, authentication, transfer and legending of Notes; provided, however, that (A) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Note; orSecurities Act or any other applicable securities law and (B) such amendment does not materially affect the rights of Holders to transfer Notes; (e) to 8) comply with requirements any requirement of the SEC Commission in order to effect or maintain connection with the qualification of this Indenture under the TIA. In determining whether the Holders of the requisite Principal Amount of outstanding Notes are present at a meeting of Holders of Notes for quorum purposes ; (9) convey, transfer, assign, mortgage or have consented to or voted in favor of any request, demand, authorization, direction, notice, consent, waiver, amendment or modification hereunder, Notes held pledge as security for the account Notes any property or assets in accordance with Section 4.13; (10) to evidence and provide for the acceptance of an appointment hereunder by a successor Trustee; or (11) to conform the Company“Description of Notes” in the Offering Memorandum, or for any Person directly or indirectly controlling or controlled by or under direct or indirect common control with as set forth in an Officers’ Certificate delivered to the Company, shall be disregarded and deemed not to be outstanding; provided, however, that no Holder shall be deemed to be directly or indirectly controlling or controlled by or under direct or indirect common control with the Company solely by reason of ownership of such Notes. A change in a defined term used in this Section shall be deemed to be a change to this SectionTrustee. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indenture, and upon receipt by the Trustee of the documents described in Section 12.06 7.02 hereof, the Trustee shall join with the Company and the Guarantor Subsidiary Guarantors in the execution of any amended or supplemental Indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental Indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. (a) Notwithstanding Section 12.02 of this Indenture9.02, the Company, the Guarantor Guarantors (except any supplemental indenture to comply with Section 4.18 need only be executed by the Guaranteeing Subsidiary) and the Trustee may amend or supplement this Indenture, Indenture or the Notes or the Note Guarantee without the consent of any Holder of a NoteNote to: (ai) to cure any ambiguity, defect or inconsistency; provided, however, that such cure does not adversely affect the interests of the Holders; (bii) to provide for uncertificated Notes in addition to or in place of certificated Notes or to alter the provisions of ARTICLE 2 hereof (including the related definitions) in a manner that does not adversely affect any HolderNotes; (ciii) to provide for the assumption of the Company’s or the Guarantor’s obligations to the Holders of Notes in the Notes under this Indenture, case of a merger or consolidation or sale of all or substantially all of the Notes and the Note Guarantee by a successor to the Company Company’s or the Guarantor pursuant to ARTICLE 6 or ARTICLE 14 hereofsuch Guarantor’s assets; (div) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder or under the Notes or the Note Guarantee this Indenture of any Holder of the Note; orsuch Holder; (ev) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA. In determining whether Trust Indenture Act of 1939; (vi) comply with Section 4.18; (vii) evidence and provide for the Holders acceptance of appointment by a successor T▇▇▇▇▇▇; (viii) provide for the issuance of Additional Notes in accordance with this Indenture; (ix) comply with the rules of any applicable securities depositary; or (x) conform the text of this Indenture or the Notes to any provision of the requisite Principal Amount of outstanding Notes are present at a meeting of Holders Description of Notes for quorum purposes or have consented in the Offering Memorandum, to or voted the extent that such provision in favor the Description of any request, demand, authorization, direction, notice, consent, waiver, amendment or modification hereunder, Notes held for in the account of the Company, or for any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company, shall be disregarded and deemed not to be outstanding; provided, however, that no Holder shall be deemed to be directly or indirectly controlling or controlled by or under direct or indirect common control with the Company solely by reason of ownership of such Notes. A change in a defined term used in this Section shall be deemed Offering Memorandum was intended to be a change to verbatim recitation of a provision of this SectionIndenture or the Notes. Upon the request of the Company accompanied by a resolution of its Board of Directors Resolution authorizing the execution of any such amended or supplemental Indenture, and upon receipt by the Trustee of the documents described in under Section 12.06 9.06 hereof, the Trustee shall join with the Company and the Guarantor 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 not be obligated to enter into such amended or supplemental Indenture indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 12.02 of 9.02 hereof, the Issuer, any Guarantor (with respect to a Guarantee or this Indenture, the Company, the Guarantor ) and the Trustee may amend or supplement this Indenture, Indenture and any Guarantee or the Notes or other agreements or instruments entered into by the Note Guarantee Issuer in connection with this Indenture without the consent of any Holder of a NoteHolder: (a1) to cure any ambiguity, defect or inconsistency; provided, however, that such cure does not adversely affect the interests of the Holders; (b2) to provide for uncertificated Notes in addition to or in place of certificated Notes or to alter the provisions of ARTICLE 2 hereof (including the related definitions) in a manner that does not adversely affect any HolderNotes; (c3) to provide for the assumption of the Company’s or the Guarantor’s Issuer's obligations to the Holders of Notes in the Notes under this Indenture, case of a merger or consolidation or sale of all or substantially all of the Notes and the Note Guarantee by a successor to the Company or the Guarantor pursuant to ARTICLE 6 or ARTICLE 14 hereofIssuer's assets; (d4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder or under the Notes or the Note Guarantee this Indenture of any Holder of the Note; orsuch Holder; (e5) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA. In determining whether Trust Indenture Act; (6) to conform the Holders text of this Indenture, the Subsidiary Guarantees or the Notes to any provision of the requisite Principal Amount "Description of outstanding Notes are present at a meeting Notes" to the extent that such provision in the "Description of Holders of Notes for quorum purposes or have consented to or voted in favor of any request, demand, authorization, direction, notice, consent, waiver, amendment or modification hereunder, Notes held for the account of the Company, or for any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company, shall be disregarded and deemed not to be outstanding; provided, however, that no Holder shall be deemed to be directly or indirectly controlling or controlled by or under direct or indirect common control with the Company solely by reason of ownership of such Notes. A change in a defined term used in this Section shall be deemed " was intended to be a change verbatim recitation of a provision of this Indenture, the Subsidiary Guarantees or the Notes; (7) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this SectionIndenture; (8) to allow any Guarantor to execute a supplemental indenture and/or a Subsidiary Guarantee with respect to the Notes; (9) to comply with the rules of any applicable securities depository; and (10) to add a co-issuer or co-obligor of the Notes. Upon the request of the Company Issuer accompanied by a resolution of its Board board of Directors directors authorizing the execution of any such amended or supplemental Indentureindenture, and upon receipt by the Trustee of the documents described in Section 12.06 9.06 hereof, the Trustee shall join with the Company Issuer and the Guarantor 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 not be obligated to enter into such amended or supplemental Indenture indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 12.02 9.02 of this Indenture, the Company, the Guarantor Guarantors and the Trustee may amend or supplement this Indenture, Indenture or the Notes or the Note Guarantee Guarantees without the consent of any Holder of a NoteHolder: (a1) to cure any ambiguity, defect or inconsistency; provided, however, that such cure does not adversely affect as determined in good faith by the interests Board of Directors of the HoldersCompany; (b2) to provide for uncertificated Notes in addition to or in place of certificated Notes or to alter the provisions of ARTICLE 2 hereof (including the related definitions) in a manner that does not adversely affect any HolderNotes; (c3) to provide for the assumption of the Company’s or the a Guarantor’s obligations to the Holders of the Notes under this Indenture, the Notes and the Note Guarantee Guarantees by a successor to the Company or the such Guarantor pursuant to ARTICLE 6 Article 5 or ARTICLE 14 Article 10 hereof; (d4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder or under the Notes or the Note Guarantee of any Holder of the Note; orHolder; (e5) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA. In determining whether ; (6) to conform the Holders text of this Indenture, the Notes or the Note Guarantees to any provision of the requisite Principal Amount “Description of outstanding Notes are present at a meeting of Holders of Notes for quorum purposes or have consented to or voted in favor of any request, demand, authorization, direction, notice, consent, waiver, amendment or modification hereunder, Notes held for the account Notes” section of the CompanyOffering Circular, or for any Person directly or indirectly controlling or controlled relating to the initial offering of the Notes, to the extent that such provision in that “Description of Notes” was intended, as determined in good faith by or under direct or indirect common control with the Company’s Board of Directors, shall be disregarded and deemed not to be outstanding; provided, however, that no Holder shall be deemed to be directly or indirectly controlling or controlled by or under direct or indirect common control with the Company solely by reason of ownership of such Notes. A change in a defined term used in this Section shall be deemed to be a change verbatim recitation of a provision of this Indenture, the Note Guarantees or the Notes; (7) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this SectionIndenture; or (8) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes. Upon the request of the 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 12.06 7.02 hereof, the Trustee shall will join with the Company and the Guarantor 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 will not be obligated to enter into such amended or supplemental Indenture indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 12.02 Without the consent of this Indentureany Holders of Notes, the Company, the Guarantor when authorized by a Board Resolution, and the Trustee Trustee, at any time and from time to time, may amend or supplement this Indenture, Indenture and the Notes or the Note Guarantee without the consent of any Holder of a Noteto: (a) add to cure any ambiguity, defect or inconsistency; provided, however, that such cure does not adversely affect the interests covenants of the HoldersCompany for the benefit of the Holders of Notes; (b) to provide for uncertificated Notes in addition to surrender any right or in place of certificated Notes or to alter power herein conferred upon the provisions of ARTICLE 2 hereof (including the related definitions) in a manner that does not adversely affect any HolderCompany; (c) make provision with respect to the conversion rights of Holders of Notes pursuant to Section 12.11 hereof; (d) provide for the assumption of the Company’s or the Guarantor’s 's obligations to the Holders of Notes in the Notes under this Indenturecase of a merger, the Notes and the Note Guarantee by a successor to the Company consolidation, conveyance, transfer or the Guarantor lease pursuant to ARTICLE Article 6 or ARTICLE 14 hereof; (de) to make any change reduce the Conversion Price; provided, that would provide any additional rights or benefits to such reduction in the Holders of the Notes or that does Conversion Price shall not adversely affect the legal rights hereunder or under the Notes or the Note Guarantee of any Holder interest of the Note; orHolders of Notes; (ef) to comply with the requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA. In determining whether ; (g) make any changes or modifications to this Indenture necessary in connection with the registration of any Notes under the Securities Act as contemplated in the Resale Registration Rights Agreement, provided, 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 the requisite Principal Amount of outstanding Notes are present at a meeting of Holders of Notes for quorum purposes in any material respect; (h) cure any ambiguity, to correct or have consented to supplement any provision herein which may be inconsistent with any other provision herein or voted in favor of any request, demand, authorization, direction, notice, consent, waiver, amendment or modification hereunder, Notes held for the account of the Companywhich is otherwise defective, or for to make any Person directly other provisions with respect to matters or indirectly controlling or controlled by or questions arising under direct or indirect common control with the Company, shall be disregarded and deemed not to be outstanding; provided, however, that no Holder shall be deemed to be directly or indirectly controlling or controlled by or under direct or indirect common control with the Company solely by reason of ownership of such Notes. A change in a defined term used in this Section shall be deemed to be a change to this Section. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indenture, and upon receipt by the Trustee of the documents described in Section 12.06 hereof, the Trustee shall join with Indenture which the Company and the Guarantor in the execution of any amended Trustee may deem necessary or supplemental Indenture authorized or permitted by the terms of this Indenture desirable and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee which shall not be obligated inconsistent with the provisions of this Indenture, provided, that such action pursuant to enter into such amended this clause (h) does not, in the good faith opinion of the Board of Directors and the Trustee, adversely affect the interests of the Holders of Notes in any material respect; or (i) add or supplemental Indenture that affects its own rights, duties modify any other provisions with respect to matters or immunities questions arising under this Indenture which the Company and the Trustee may deem necessary or otherwisedesirable and which shall not be inconsistent with the provisions of this Indenture, provided, that such action pursuant to this clause (i) does not adversely affect the interests of the Holders of Notes.

Without Consent of Holders of Notes. Notwithstanding Section 12.02 9.02 of this Indenture, the Company, the Guarantor Company and the Trustee (and in the case of clauses (3) or (8) below, the affected Guarantors) may amend or supplement this Indenture, the Notes or the Note Guarantee Guarantees without the consent of any Holder of a NoteNotes: (a1) to cure any ambiguity, defect or inconsistency; provided, however, that such cure does not adversely affect the interests of the Holders; (b2) to provide for uncertificated Notes in addition to or in place of certificated Notes or to alter the provisions of ARTICLE 2 hereof (including the related definitions) in a manner that does not adversely affect any HolderNotes; (c3) to provide for the assumption of the Company’s or the a Guarantor’s obligations to the Holders of the Notes under this Indenture, the Notes and the Note Guarantee Guarantees by a successor to the Company or the such Guarantor pursuant to ARTICLE 6 Article 5 or ARTICLE 14 Article 11 hereof; (d4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder or under the Notes or the Note Guarantee of any Holder of the Note; orHolder; (e5) to comply with requirements of the SEC Commission in order to effect or maintain the qualification of this Indenture under the TIA. In determining whether ; (6) to conform the Holders text of this Indenture, the Notes or the Note Guarantees to any provision of the requisite Principal Amount “Description of outstanding Notes are present at a meeting of Holders of Notes for quorum purposes or have consented to or voted in favor of any request, demand, authorization, direction, notice, consent, waiver, amendment or modification hereunder, Notes held for the account notes” section of the Company, or for any Person directly or indirectly controlling or controlled by or under direct or indirect common control with Offering Memorandum to the Company, shall be disregarded and deemed not to be outstanding; provided, however, extent that no Holder shall be deemed to be directly or indirectly controlling or controlled by or under direct or indirect common control with the Company solely by reason such provision in that “Description of ownership of such Notes. A change in a defined term used in this Section shall be deemed notes” section was intended to be a change verbatim recitation of a provision of this Indenture, the Notes or the Note Guarantees; (7) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this SectionIndenture as of the Issue Date; (8) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes; or (9) to enter into additional or supplemental Security Documents. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indentureindenture, and upon receipt by the Trustee of the documents described in Section 12.06 7.02 hereof, the Trustee shall will join with the Company and the Guarantor 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 will not be obligated to enter into such amended or supplemental Indenture indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 12.02 9.02 of this Indenture, the Company, the Guarantor Guarantors and the Trustee may amend amend, supplement or supplement otherwise modify this Indenture, Indenture or the Notes or the Note Guarantee Guarantees or, subject to the Intercreditor Agreement, the Security Documents without the consent of any Holder of a Note: (a1) to cure any ambiguity, defect or inconsistency; provided, however, that such cure does not adversely affect the interests of the Holders; (b2) to provide for uncertificated Notes in addition to or in place of certificated Notes or to alter the provisions of ARTICLE 2 hereof (including the related definitions) in a manner that does not adversely affect any HolderNotes; (c3) to provide for the assumption of the Company’s or the a Guarantor’s obligations to the Holders of the Notes under this Indenture, the Notes and the Note Guarantee Guarantees by a successor to the Company or the such Guarantor pursuant to ARTICLE 6 Article 5 or ARTICLE 14 Article 10 hereof; (d4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder or under the Notes or the Note Guarantee of any Holder of the Note; orHolder; (e5) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA. In determining whether ; (6) to conform the Holders text of this Indenture, the Notes, the Note Guarantees or the Security Documents to any provision of the requisite Principal Amount “Description of outstanding Notes are present at a meeting of Holders of Notes for quorum purposes or have consented to or voted in favor of any request, demand, authorization, direction, notice, consent, waiver, amendment or modification hereunder, Notes held for the account Notes” section of the Company’s Offering Circular dated July 1, or for any Person directly or indirectly controlling or controlled by or under direct or indirect common control with 2009, relating to the Companyinitial offering of the Notes, shall be disregarded and deemed not to be outstanding; provided, however, the extent that no Holder shall be deemed to be directly or indirectly controlling or controlled by or under direct or indirect common control with such provision in that “Description of the Company solely by reason of ownership of such Notes. A change in a defined term used in this Section shall be deemed ” was intended to be a change verbatim recitation of a provision of this Indenture, the Notes, the Note Guarantees or the Security Documents; (7) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes; or (8) to make, complete or confirm any grant of Collateral permitted or required by this SectionIndenture or any of the Security Documents or any release of Collateral that becomes effective as set forth in this Indenture or any of the Security Documents. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indentureindenture, and upon receipt by the Trustee of the documents described in Section 12.06 7.02 hereof, the Trustee shall will join with the Company and the Guarantor 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 will not be obligated to enter into such amended or supplemental Indenture indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 12.02 9.02 of this Indenture, the Company, the Guarantor Guarantors and the Trustee may amend or supplement this Indenture, the Notes Note Guarantees or the Note Guarantee Notes without the consent of any Holder of a Note: (a1) to cure any ambiguity, defect or inconsistency; provided, however, that such cure does not adversely affect the interests of the Holders; (b2) to provide for uncertificated Notes in addition to or in place of certificated Notes or to alter the provisions of ARTICLE Article 2 hereof (including the related definitions) in a manner that does not materially adversely affect any Holder; (c3) to provide for the assumption of the Company’s 's or the a Guarantor’s 's obligations to the Holders of the Notes under this Indenture, the Notes and the Note Guarantee by a successor to the Company or the Guarantor pursuant to ARTICLE 6 or ARTICLE 14 Article 5 hereof; (d4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder or under the Notes or the Note Guarantee of any Holder of the Note; or; (e5) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA. In determining whether ; (6) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Holders of the requisite Principal Amount of outstanding Notes are present at a meeting of Holders of Notes for quorum purposes or have consented Notes; (7) to or voted in favor of conform to any request, demand, authorization, direction, notice, consent, waiver, future amendment or modification hereundersupplement to the 2002 Indenture, the 2012 Notes held or the related guarantees, unless such conforming amendment or supplement to this Indenture would otherwise require the consent of each Holder affected under Section 9.02 hereof; or (8) to provide for the account appointment of the Company, or for any Person directly or indirectly controlling or controlled a Trustee as contemplated by or under direct or indirect common control with the Company, shall be disregarded and deemed not to be outstanding; provided, however, that no Holder shall be deemed to be directly or indirectly controlling or controlled by or under direct or indirect common control with the Company solely by reason of ownership of such Notes. A change in a defined term used in this Section shall be deemed to be a change to this Section7.01(a). Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indenture, and upon receipt by the Trustee of the documents described in Section 12.06 7.02 hereof, the Trustee shall will join with the Company and the Guarantor 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 will not be obligated to enter into such amended or supplemental Indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 12.02 9.02 of this Indenture, without the consent of any Holder of Notes, the Company, the Guarantor Guarantors and the Trustee may amend or supplement this Indenture, the Notes or the Note Guarantee without the consent of any Holder of a NoteGuarantees: (a) to cure any ambiguity, defect omission, mistake, defect, error or inconsistency; provided, however, that such cure does not adversely affect the interests of the Holders; (b) to provide for uncertificated Notes or Guarantees in addition to or in place of certificated Notes or to alter the provisions of ARTICLE 2 hereof (including the related definitions) in a manner that does not adversely affect any HolderGuarantees; (c) to provide for the assumption of the Company’s obligations of the Company or the Guarantor’s obligations any Guarantor to the Holders of the Notes under this Indenturein the case of a merger, amalgamation, consolidation or sale of all or substantially all of the Notes and the Note Guarantee by a successor to the Company Company’s assets or the Guarantor pursuant to ARTICLE 6 or ARTICLE 14 hereofsuch Guarantor’s assets, as applicable; (d) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder or under of any such Holder in any material respect; (e) to provide for the issuance of Additional Notes in accordance with the provisions set forth in this Indenture; (f) to provide for the issuance of exchange notes, if applicable; (g) to evidence and provide for the acceptance of an appointment of a successor ▇▇▇▇▇▇▇; (h) to add Guarantees with respect to the Notes or to add covenants; (i) to conform this Indenture or the Note Guarantee of Notes to any Holder such provision of the Note; or“Description of Notes” section of the Offering Memorandum; (ej) to comply with requirements of the SEC in order to effect or maintain maintain, to the extent this Indenture is qualified under the TIA, the qualification of this Indenture under the TIA. In determining whether ; (k) to secure the Holders Notes; (l) to release a Guarantor upon its sale or designation as an Unrestricted Subsidiary or other permitted release from its Guarantee; (m) to reduce the minimum denominations of the requisite Principal Amount Notes; and (n) to make any amendment to the provisions of outstanding Notes are present at a meeting of Holders this Indenture relating to the transfer and legending of Notes for quorum purposes or have consented as permitted by this Indenture, including, without limitation, to or voted in favor facilitate the issuance and administration of any request, demand, authorization, direction, notice, consent, waiver, amendment or modification hereunder, Notes held for the account of the Company, or for any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company, shall be disregarded and deemed not to be outstandingNotes; provided, provided however, that no Holder shall be deemed (i) 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 (ii) such amendment does not adversely affect the rights of holders to be directly or indirectly controlling or controlled by or under direct or indirect common control with the Company solely by reason of ownership of such Notes. A change transfer Notes in a defined term used in this Section shall be deemed to be a change to this Sectionany material respect. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indenture, and upon receipt by the Trustee of the documents described in Section 12.06 7.02 hereof, and except as provided in the following sentence, the Trustee shall will join with the Company and the Guarantor 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 will not be obligated to enter into such amended or supplemental Indenture indenture that affects its own rights, duties or immunities under this Indenture or otherwise. 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, the form of which is attached as Exhibit F hereto and delivery of an Officer’s Certificate.

Without Consent of Holders of Notes. Notwithstanding Section 12.02 9.02 of this Indenture, the Company, the Guarantor Company and the Trustee may amend or supplement this Indenture, Indenture or the Notes or the Note Guarantee without the consent of any Holder of a Note: (a1) to cure any ambiguity, defect or inconsistency; provided, however, that such cure does not adversely affect the interests of the Holders; (b2) to provide for uncertificated Notes in addition to or in place of certificated Notes or to alter the provisions of ARTICLE 2 hereof (including the related definitions) in a manner that does not adversely affect any HolderNotes; (c3) to provide for the assumption of the Company’s or the Guarantor’s 's obligations to the Holders of the Notes under this Indenture, the Notes and the Note Guarantee by a successor to the Company or the Guarantor pursuant to ARTICLE 6 or ARTICLE 14 Article 5 hereof; (d4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder or under the Notes or the Note Guarantee of any Holder of the Note; orNotes; (e5) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA. In determining whether the Holders ; (6) to make, complete or confirm any grant of Collateral permitted or required by this Indenture or any of the requisite Principal Amount Security Documents or any release of outstanding Notes are present at a meeting of Holders of Notes for quorum purposes Collateral that becomes effective as set forth in this Indenture or have consented to or voted in favor of any request, demand, authorization, direction, notice, consent, waiver, amendment or modification hereunder, Notes held for the account of the CompanySecurity Documents; or (7) to conform the text of this Indenture, the Notes or for the Security Documents to any Person directly or indirectly controlling or controlled by or under direct or indirect common control with provision of the Company, shall be disregarded and deemed not Description of the Notes section of the Offering Memorandum to be outstanding; provided, however, the extent that no Holder shall be deemed to be directly or indirectly controlling or controlled by or under direct or indirect common control with such provision of the Company solely by reason Description of ownership the Notes section of such Notes. A change in a defined term used in this Section shall be deemed the Offering Memorandum was intended to be a change to verbatim recitation of a provision of this SectionIndenture, the Notes or the Security Documents. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indenture, and upon receipt by the Trustee of the documents described in Section 12.06 7.02 hereof, the Trustee shall join with the Company and the Guarantor in the execution of any amended or supplemental Indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental Indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 12.02 of this Indenture9.02 hereof, the CompanyIssuer, the Guarantor Guarantors and the Trustee and the Collateral Agent (as applicable) may amend or supplement this Indenture, the Notes or the Note Guarantee Guarantees or amend or supplement any Collateral Document, the First Lien Intercreditor Agreement or any Junior Lien Intercreditor Agreement or any amended or supplemental indenture or any amendment or supplement to the Notes, the Guarantees, any Collateral Document, the First Lien Intercreditor Agreement or any Junior Lien Intercreditor Agreement without the consent of any Holder of a Note: (a) to cure any ambiguity, defect or inconsistency; provided, however, that such cure does not adversely affect inconsistency (as determined by the interests of the HoldersIssuer in good faith); (b) to provide for uncertificated Notes or Guarantees in addition to or in place of certificated Notes or to alter Guarantees (provided that the provisions uncertificated Notes are issued in registered form for purposes of ARTICLE 2 hereof (including Section 163(f) of the related definitions) Code, or in a manner such that does not adversely affect any Holderthe uncertificated Notes are described in Section 163(f)(2)(B) of the Code); (c) to provide for the assumption of the Company’s obligations of the Issuer or the Guarantor’s obligations any Guarantor to the Holders of the Notes under this Indenturein the case of a merger, amalgamation, arrangement, consolidation or sale of all or substantially all of the Notes and assets of the Note Guarantee by a successor to the Company Issuer or the Guarantor such Guarantor, pursuant to ARTICLE 6 Article 5 or ARTICLE 14 Article 10 hereof; (d) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder or under the Notes or the Note Guarantee this Indenture of any Holder of the Note; orNotes in any material respect; (e) to provide for the issuance of additional Notes in accordance with the provisions set forth in this Indenture; (f) to evidence and provide for the acceptance of an appointment of a successor trustee or a successor collateral agent; (g) to comply with requirements the rules of any applicable securities depository; (h) to add Guarantees with respect to the SEC in order Notes; (i) to effect add Collateral with respect to the Notes and the Guarantees; (j) to release Collateral from any Liens securing the Notes and the Guarantees when permitted or maintain required by the qualification of Collateral Documents, this Indenture under Indenture, the TIA. In determining whether First Lien Intercreditor Agreement or any Junior Lien Intercreditor Agreement; (k) to enter into any intercreditor agreement having substantially similar terms with respect to the Holders of the requisite Principal Amount of outstanding Notes are present at a meeting of Holders holders of Notes for quorum purposes as those set forth in the First Lien Intercreditor Agreement, or have consented any joinder thereto or to or voted enter into any Junior Lien Intercreditor Agreement in favor connection with the incurrence of any requestFuture First Lien Obligations or Junior Lien Obligations not otherwise prohibited by this Indenture; or (l) with respect to the Collateral Documents and the First Lien Intercreditor Agreement, demand, authorization, direction, notice, consent, waiver, amendment as provided in the relevant Collateral Document or modification hereunder, Notes held for the account of the Company, or for any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company, shall be disregarded and deemed not to be outstanding; provided, however, that no Holder shall be deemed to be directly or indirectly controlling or controlled by or under direct or indirect common control with the Company solely by reason of ownership of such Notes. A change in a defined term used in this Section shall be deemed to be a change to this SectionFirst Lien Intercreditor Agreement. Upon the request of the Company Issuer accompanied by a resolution of its the Board of Directors authorizing of the execution Issuer and a resolution of any such amended or supplemental Indenture, the Board of Directors of each Guarantor and upon receipt by the Trustee and Collateral Agent of the documents described in Section 12.06 Sections 7.02, 9.06 and 11.04 hereof, the Trustee and Collateral Agent shall join with the Company Issuer and the Guarantor Guarantors in the execution of any amended or supplemental Indenture indenture authorized or permitted by the terms of this Indenture and to shall make any further appropriate agreements and stipulations that which may be therein contained, but neither the Trustee nor the Collateral Agent shall not be obligated to enter into such amended or supplemental Indenture that indenture or any amendment or supplement to the Notes, the Guarantees, any Collateral Document, the First Lien Intercreditor Agreement or any Junior Lien Intercreditor Agreement which affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 12.02 9.02 of this Indenture, the Company, the Guarantor Company and the Trustee may amend or supplement this Supplemental Indenture, the Notes Indenture or the Note Guarantee Notes of any series without the consent of any Holder of a NoteNote of such series: (a1) curing ambiguities, omissions, mistakes, defects or inconsistencies; (2) providing for the assumption by a successor corporation of the obligations of the Company under the Indenture; (3) adding guarantees with respect to cure the Notes; (4) securing the Notes; (5) adding to the covenants of the Company for the benefit of the Holders or surrendering any ambiguity, defect right or inconsistency; provided, however, power conferred upon the Company; (6) adding additional Events of Default; (7) making any change that does not adversely affect the rights of any Holder; (8) changing or eliminating any provisions of the Indenture so long as there are no Holders entitled to the benefit of the provisions; (9) complying with any requirement of the SEC in connection with the qualification of the Indenture under the Trust Indenture Act of 1939; (10) conforming the provisions of the Indenture and the Notes to the “Description of Notes” section in the Offering Circular; (11) supplementing any of the provisions of the Indenture to such cure does extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Notes so long as any such action shall not adversely affect the interests of the Holdersany Holder of such series of Notes or any other series of debt securities issued thereunder; (b12) to provide permitting the authentication and delivery of additional series of Notes; (13) providing for uncertificated Notes in addition to or in place of certificated Notes subject to applicable laws; CH\1921617.11 (14) establishing the form or terms of other debt securities issued under the Indenture and coupons of any series of such other debt securities pursuant to alter the provisions of ARTICLE 2 hereof (including Indenture and to change the related definitions) in a manner that procedures for transferring and exchanging such other debt securities so long as such change does not adversely affect the Holders of any Holderoutstanding debt securities, including the Notes (except as required by applicable securities laws); (c15) to provide for the assumption of the Company’s or the Guarantor’s obligations making any change to the Holders of the Notes under this Indenture, the Notes and the Note Guarantee by a successor to the Company or the Guarantor pursuant to ARTICLE 6 or ARTICLE 14 hereof; (d) to make any change that would provide any additional rights or benefits to the Holders of the Notes or Indenture that does not adversely affect the legal rights hereunder or under the Notes or the Note Guarantee of any Holder holder of any Notes; (16) securing any series of debt securities, including the Notes; (17) evidencing the acceptance of appointment by a successor trustee; (18) complying with the merger and consolidation provisions pursuant to the Indenture, including Article 5; (19) in the case of subordinated debt securities, making any change to the provisions of the NoteIndenture or any supplemental indenture relating to subordination that would limit or terminate the benefits available to any holder of Senior Indebtedness under such provisions (but only if each such holder of Senior Indebtedness under such provisions consents to such change); or (e20) evidencing the release of any guarantor pursuant to comply with requirements the terms of the SEC in order to effect or maintain the qualification of this Indenture under the TIA. In determining whether the Holders of the requisite Principal Amount of outstanding Notes are present at a meeting of Holders of Notes for quorum purposes or have consented to or voted in favor of any request, demand, authorization, direction, notice, consent, waiver, amendment or modification hereunder, Notes held for the account of the Company, or for any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company, shall be disregarded and deemed not to be outstanding; provided, however, that no Holder shall be deemed to be directly or indirectly controlling or controlled by or under direct or indirect common control with the Company solely by reason of ownership of such Notes. A change in a defined term used in this Section shall be deemed to be a change to this SectionIndenture. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental IndentureCompany, and upon receipt by the Trustee an Officers’ Certificate and an Opinion of the documents described in Counsel pursuant to Section 12.06 hereof9.06, the Trustee shall join with the Company and the Guarantor in the execution of any amended or supplemental Indenture indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental Indenture indenture that affects its own rights, duties or immunities under this Supplemental Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 12.02 9.02 of this Indenture, the Company, the Guarantor Guarantors (except that existing Guarantors need not execute a supplemental indenture entered into for the purposes of Section 9.01(d)) and the Trustee may amend or supplement this Indenture, the Notes Subsidiary Guarantees or the Note Guarantee Notes without the consent of any Holder of a Note: (a) to cure any ambiguity, defect or inconsistency; providedinconsistency or to make a modification of a formal, however, that such cure does not adversely affect the interests of the Holdersminor or technical nature or to correct a manifest error; (b) to provide for uncertificated Notes in addition to or in place of certificated Notes or to alter the provisions of ARTICLE Article 2 hereof (including the related definitions) in a manner that does not materially adversely affect any Holder; (c) to provide for the assumption of the Company’s or the a Guarantor’s obligations to the Holders of the Notes under this Indenture, the Notes and the Note Guarantee by a successor to the Company or the Guarantor pursuant to ARTICLE 6 Article 5 or ARTICLE 14 hereof; (d) to add Guarantees with respect to the Notes or to secure the Notes; (e) to add to the covenants of the Company or any Guarantor for the benefit of the Holders of the Notes or surrender any right or power conferred upon the Company or any Guarantor; (f) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder or under the Notes or the Note Guarantee of any Holder of the a Note; or; (eg) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA. In determining whether ; (h) to evidence and provide for the Holders acceptance and appointment under this Indenture of a successor Trustee pursuant to the requirements hereof; (i) to conform the text of this Indenture, the Notes or the Subsidiary Guarantees to any provision of the requisite Principal Amount of outstanding Notes are present at a meeting of Holders of Notes for quorum purposes or have consented to or voted in favor of any request, demand, authorization, direction, notice, consent, waiver, amendment or modification hereunder, Notes held for the account “Description of the Company, or for any Person directly or indirectly controlling or controlled by or under direct or indirect common control with Notes” section of the Company, shall be disregarded and deemed not Offering Memorandum to be outstanding; provided, however, the extent that no Holder shall be deemed to be directly or indirectly controlling or controlled by or under direct or indirect common control with the Company solely by reason of ownership of such Notes. A change in a defined term used in this Section shall be deemed provision was intended to be a change verbatim recitation of this Indenture, the Notes or the Subsidiary Guarantees; (j) to provide for the issuance of exchange or private exchange notes; or (k) to provide for the issuance of Additional Notes in accordance with this SectionIndenture. However, no amendment may be made to Article 10 of this Indenture or the conditions precedent to Legal Defeasance and Covenant Defeasance set forth in clause (e) of Section 8.04 hereof, in each case, that adversely affects the rights of any holder of Senior Debt of the Company or a Guarantor then outstanding unless the holders of such Senior Debt (or their representative) consent to such change. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indentureindenture, and upon receipt by the Trustee of the documents described in Section 12.06 7.02 hereof, the Trustee shall join with the Company and the Guarantor 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 not be obligated to enter into such amended or supplemental Indenture indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 12.02 9.02 of this Indenture, the CompanyIssuers, the Guarantor Guarantors and the Trustee may amend or supplement this Indenture, Indenture or the Notes or the Note Guarantee without the consent of any Holder of a Note: (a) to cure any ambiguity, defect or inconsistency; provided, however, that such cure does not adversely affect the interests of the Holders; (b) to provide for uncertificated Notes in addition to or in place of Notes in registered, certificated Notes or to alter the provisions of ARTICLE 2 hereof (including the related definitions) in a manner that does not adversely affect any Holderform; (c) to provide for the assumption of the Company’s or the Guarantoran Issuer’s obligations to the Holders of the Notes under this Indenture, the Notes and the Note Guarantee by a successor to the Company or the Guarantor pursuant to ARTICLE 6 or ARTICLE 14 Article 5 hereof; (d) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder or under of any Holder; (e) to secure the Notes or the Note Guarantee Subsidiary Guarantees pursuant to the requirements of Section 4.12 or otherwise; (f) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture; (g) to add any additional Guarantor with respect to the Notes or to evidence the release of any Holder of the Note; orGuarantor from its Subsidiary Guarantee in accordance with Article 10 hereof; (eh) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA. In determining whether ; (i) to provide for the Holders reorganization of the requisite Principal Amount Company as any other form of outstanding Notes are present at a meeting entity in accordance with the second paragraph of Holders of Notes for quorum purposes Section 5.01 hereof; or (j) to evidence or have consented to or voted in favor of any request, demand, authorization, direction, notice, consent, waiver, amendment or modification hereunder, Notes held provide for the account acceptance of the Company, or for any Person directly or indirectly controlling or controlled by or appointment under direct or indirect common control with the Company, shall be disregarded and deemed not to be outstanding; provided, however, that no Holder shall be deemed to be directly or indirectly controlling or controlled by or under direct or indirect common control with the Company solely by reason this Indenture of ownership of such Notes. A change in a defined term used in this Section shall be deemed to be a change to this Sectionsuccessor Trustee. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental IndentureCompany, and upon receipt by the Trustee of the documents described in Section 12.06 9.06 hereof, the Trustee shall join with the Company Issuers and the Guarantor 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 not be obligated to enter into such amended or supplemental Indenture indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 12.02 9.02 of this Indenture, the Company, the Guarantor Guarantors and the Trustee may amend or supplement this Indenture, Indenture or the Notes or the Note Guarantee Subsidiary Guarantees without the consent of any Holder of a Note: (a1) to cure any ambiguity, defect or inconsistency; provided, however, that such cure does not adversely affect the interests of the Holders; (b2) to comply with Article 5 hereof; (3) to provide for uncertificated Notes in addition to or in place of certificated Notes or to alter the provisions of ARTICLE 2 hereof (including the related definitions) in a manner that does not adversely affect any HolderNotes; (c4) to provide for the assumption of the Company’s 's or the a Guarantor’s 's obligations to the Holders of the Notes under this Indenture, the Notes and the Note Guarantee Subsidiary Guarantees by a successor to the Company or the such Guarantor pursuant to ARTICLE 6 Article 5 or ARTICLE 14 Article 10 hereof; (d5) to make any change that would provide any additional rights or benefits to the Holders of the Notes (including to provide for additional guarantees or collateral) or that does not adversely affect the legal rights hereunder or under the Notes or the Note Guarantee of any Holder of the Note; orHolder; (e6) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA. In determining whether ; (7) to conform the Holders text of this Indenture or the Notes to any provision of the requisite Principal Amount "Description of outstanding Notes are present at a meeting of Holders of Notes for quorum purposes or have consented to or voted in favor of any request, demand, authorization, direction, notice, consent, waiver, amendment or modification hereunder, Notes held for the account Notes" section of the Company's Offering Circular dated February 3, or for any Person directly or indirectly controlling or controlled by or under direct or indirect common control with 2005, relating to the Companyinitial offering of the Notes, shall be disregarded and deemed not to be outstanding; provided, however, the extent that no Holder shall be deemed to be directly or indirectly controlling or controlled by or under direct or indirect common control with the Company solely by reason such provision in that "Description of ownership of such Notes. A change in a defined term used in this Section shall be deemed " was intended to be a change verbatim recitation of a provision of this Indenture, the Subsidiary Guarantees or the Notes; (8) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this SectionIndenture as of the date hereof; or (9) to allow any Guarantor to execute a supplemental indenture and/or a Subsidiary Guarantee with respect to the Notes. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indentureindenture, and upon receipt by the Trustee of the documents described in Section 12.06 7.02 hereof, the Trustee shall will join with the Company and the Guarantor 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 will not be obligated to enter into such amended or supplemental Indenture indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Article 9 of the Base Indenture and Section 12.02 9.02 of this Supplemental Indenture, without the Companyconsent of any Holder of Notes of a Series, the Guarantor Company and the Trustee may amend or supplement this Supplemental Indenture, the Notes of such Series or the Note Guarantee without the consent of any Holder of a NoteSubsidiary Guarantees: (a1) to cure any ambiguity, mistake, defect or inconsistency; provided, however, that such cure does not adversely affect the interests of the Holders; (b2) to provide for uncertificated Notes in addition to or in place of certificated Notes or to alter the provisions of ARTICLE 2 hereof (including the related definitions) provided that such uncertificated Notes are issued in a manner that does not adversely affect any Holderregistered form for U.S. tax purposes); (c3) to provide for the assumption of the Company’s Obligations to Holders of Notes of such Series in the case of a merger or consolidation or sale of all or substantially all of the GuarantorCompany’s obligations assets; (4) to the Holders secure any or all of the Notes under this Indenture, the Notes and the Note Guarantee by of a successor to the Company or the Guarantor pursuant to ARTICLE 6 or ARTICLE 14 hereofSeries; (d5) to make any change that would provide any additional rights or benefits to the Holders of the Notes of such Series or that does not materially, adversely affect the legal rights hereunder under this Supplemental Indenture of any such Holder; (6) to conform the text of this Supplemental Indenture or under the Notes or the Note Guarantee of such Series to any Holder provision of the Note; or“Description of the Notes” section of the Company’s Offering Memorandum; (e7) to evidence and provide for the acceptance and appointment under this Supplemental Indenture of a successor Trustee pursuant to the requirements hereof; (8) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Supplemental Indenture as of the date hereof; (9) to allow any Guarantor to execute a supplemental indenture and/or a Subsidiary Guarantee with respect to the Notes of such Series; (10) to comply with the requirements of the SEC in order to effect or maintain the qualification of this any Indenture under the TIA. In determining whether Trust Indenture Act; (11) to release any Guarantor from its Guarantee pursuant to this Supplemental Indenture when permitted or required by this Supplemental Indenture; (12) to make any amendment to the Holders provisions of this Supplemental Indenture relating to the requisite Principal Amount of outstanding Notes are present at a meeting of Holders transfer and legending of Notes for quorum purposes or have consented not prohibited by this Supplemental Indenture, including to or voted in favor facilitate the issuance and administration of any request, demand, authorization, direction, notice, consent, waiver, amendment or modification hereunder, Notes held for the account of the Company, or for any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company, shall be disregarded and deemed not to be outstandingNotes; provided, however, that no Holder shall be deemed such amendment does not materially and adversely affect the rights of Holders to be directly or indirectly controlling or controlled by or under direct or indirect common control transfer the Notes; (13) to comply with the Company solely by reason rules and procedures of ownership any applicable securities depository; (14) make any amendment to the provisions of such Notes. A change this Supplemental Indenture to eliminate the effect of any Accounting Change or in a defined term used in this Section shall be deemed the application thereof; or (15) to be a change to this Sectioncomply with the requirements of the Indenture or evidence an action otherwise permitted thereunder. Upon the request of the Company accompanied by a resolution of its Board of Directors Resolution authorizing the execution of any such amended amendment or supplemental Indenturesupplement, and upon receipt by the Trustee of an Officer’s Certificate and Opinion of Counsel certifying that such amendment or supplement is authorized or permitted by the documents described in Section 12.06 hereofterms of this Supplemental Indenture, the Trustee shall join with the Company and the Guarantor Guarantors in the execution of any amended such amendment or supplemental Indenture authorized or permitted by the terms of this Indenture supplement 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 amendment or supplemental Indenture supplement that affects its own rights, duties or immunities under this the Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 12.02 of this Indenture8.02, the CompanyIssuers, the Guarantor Guarantors and the Trustee may amend or supplement this Indenture, Indenture or the Notes or the Note Guarantee without the consent of any Holder of a Note: (a1) to cure any ambiguity, defect or inconsistency; provided, however, that such cure does not adversely affect the interests of the Holders; (b2) to provide for uncertificated Notes in addition to or in place of certificated Notes or to alter the provisions of ARTICLE 2 hereof (including the related definitions) in a manner that does not adversely affect any HolderNotes; (c3) to provide for the assumption of the Company’s or the Guarantoran Issuer’s obligations to the Holders of the Notes under this Indenture, the Notes and the Note Guarantee by a successor to the Company or the Guarantor pursuant to ARTICLE 6 or ARTICLE 14 hereofArticle Five; (d4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder or under of any Holder as evidenced by an Officers’ Certificate delivered to the Trustee; (5) to secure the Notes or the Note Guarantee Subsidiary Guarantees pursuant to the requirements of Section 4.12 or otherwise; (6) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture; (7) to add any additional Guarantor with respect to the Notes or to evidence the release of any Holder of the Note; orGuarantor from its Subsidiary Guarantee in accordance with Article Nine; (e) 8) to comply with requirements of the SEC Commission in order to effect or maintain the qualification of this Indenture with respect to the Notes under the TIA. In determining whether Trust Indenture Act; (9) to evidence or provide for the Holders acceptance of appointment under this Indenture of a successor Trustee with respect to the Notes; (10) to provide for the reorganization of the requisite Principal Amount Company as any other form of outstanding entity in accordance with Section 5.01(c); or (11) to conform the text of this Indenture or the Notes are present at a meeting of Holders of Notes for quorum purposes or have consented to or voted in favor of any request, demand, authorization, direction, notice, consent, waiver, amendment or modification hereunder, Notes held for the account provision of the Company, or for any Person directly or indirectly controlling or controlled by or under direct or indirect common control with Section entitled “Description of notes” in the Company, shall be disregarded and deemed not to be outstanding; provided, however, that no Holder shall be deemed to be directly or indirectly controlling or controlled by or under direct or indirect common control with the Company solely by reason of ownership of such Notes. A change in a defined term used in this Section shall be deemed to be a change to this SectionOffering Memorandum. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental IndentureCompany, and upon receipt by the Trustee of the documents described in Section 12.06 hereof8.06, the Trustee shall join with the Company Issuers and the Guarantor 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 not be obligated to enter into such amended or supplemental Indenture indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 12.02 9.2 of this Indenture, the Company, the Guarantor Guarantors and the Trustee (including in its capacity as Collateral Agent) may amend or supplement this Indenture, the Notes Security Documents or the Note Guarantee Notes without the consent of any Holder of a Note: (a) to cure any ambiguity, defect or inconsistency; providedinconsistency so long as such changes do not, howeverin the opinion of the Trustee, that such cure does not adversely affect the interests rights of any of the Holders;Holders in any material respect. (b) to provide for uncertificated Notes in addition to or in place of certificated Notes or to alter the provisions of ARTICLE 2 hereof (including the related definitions) in a manner that does not adversely affect any HolderCertificated Notes; (c) to provide for the assumption of the Company’s or the Guarantor’s obligations to the Holders of the Notes under this Indenture, in the Notes and case of a merger or consolidation or sale of all or substantially all of the Note Guarantee by a successor to the Company or the Guarantor Company’s assets pursuant to ARTICLE 6 or ARTICLE 14 Article V hereof; (d) if applicable, to comply with the requirements of the Commission in order to effect or maintain the qualification of this Indenture under the TIA; (e) to add or release the Guarantees of Guarantors in compliance with this Indenture and to add or release assets as Collateral in accordance with this Indenture and the Security Documents; (f) to secure additional First Lien Obligations permitted to be incurred pursuant to this Indenture by Liens ranking prior to the Liens securing the Notes and the Guarantees and securing additional Pari Passu Junior Lien Obligations permitted to be incurred pursuant to this Indenture by Liens ranking pari passu with the Liens securing the Notes and the Guarantees; (g) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder or under the Notes or the Note Guarantee of any Holder of the NoteNotes in any material respect; or (eh) amending any Security Document to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA. In determining whether the Holders of the requisite Principal Amount of outstanding Notes are present at a meeting of Holders of Notes for quorum purposes or have consented to or voted in favor of eliminate any request, demand, authorization, direction, notice, consent, waiver, amendment or modification hereunder, Notes held for the account of the Company, or for any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company, shall be disregarded and deemed not assets purported to be outstanding; provided, however, that no Holder shall be deemed to be directly or indirectly controlling or controlled secured thereby which are not actually owned by or under direct or indirect common control with the Company solely or the Guarantors and were not owned by reason of ownership of the Company or the Guarantors at the time such Notes. A change in a defined term used in this Section shall be deemed to be a change to this SectionSecurity Document was entered into. Upon the request of the Company Company, accompanied by a resolution of its the Board of Directors (evidenced by an Officers’ Certificate) authorizing the execution of any such amended or supplemental Indentureindenture, and upon receipt by the Trustee of the documents described in Section 12.06 7.2 hereof, the Trustee shall join with the Company and the Guarantor in the execution of any amended or supplemental Indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental Indenture indenture that affects its own rights, duties or immunities under this Indenture or otherwise. In formulating its opinion 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.

Without Consent of Holders of Notes. (a) Notwithstanding Section 12.02 9.02 hereof, without the consent of this Indentureany Holder of Notes, the Company, the Guarantor Guarantors and the Trustee may amend or supplement this Indenture, the Notes or the Note Guarantee without the consent of any Holder of a NoteGuarantees: (a1) to cure any ambiguity, omission, mistake, defect or inconsistency; provided, however, that such cure does not adversely affect the interests of the Holders; (b2) to provide for uncertificated Notes in addition to or in place of certificated Notes or to alter the provisions of ARTICLE 2 hereof (including the related definitions) in a manner that does not adversely affect any HolderNotes; (c3) to provide for the assumption of the Company’s or the a Guarantor’s obligations to holders of Notes and Note Guarantees in the Holders case of a merger or consolidation or sale of all or substantially all of the Notes under this IndentureCompany’s or such Guarantor’s assets, the Notes and the Note Guarantee by a successor to the Company or the Guarantor pursuant to ARTICLE 6 or ARTICLE 14 hereofas applicable; (d4) to make any change that would provide any additional rights or benefits to the Holders holders of the Notes or that does not adversely affect the legal rights hereunder or under the Notes or the Note Guarantee of any Holder of the Note; orHolder; (e5) to comply with requirements of the SEC in order to effect or maintain the qualification hereof under the Trust Indenture Act; (6) to conform the text of this Indenture under Indenture, the TIA. In determining whether Notes or the Holders Note Guarantees to any provision of the requisite Principal Amount “Description of outstanding Notes” in the Company’s offering circular, dated September 12, 2013; (7) to provide for the issuance of Additional Notes are present at a meeting in accordance with the limitations set forth herein as of Holders the date hereof; (8) to secure the Notes or the Note Guarantees pursuant to the requirements of Notes for quorum purposes Section 4.12; (9) to add any additional Guarantor or have consented to or voted in favor evidence the release of any requestGuarantor from its Note Guarantee, demand, authorization, direction, notice, consent, waiver, amendment in each case as provided herein; or (10) to evidence or modification hereunder, Notes held provide for the account acceptance of the Company, or for any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company, shall be disregarded and deemed not to be outstanding; provided, however, that no Holder shall be deemed to be directly or indirectly controlling or controlled by or under direct or indirect common control with the Company solely by reason appointment hereunder of ownership of such Notes. A change in a defined term used in this Section shall be deemed to be a change to this Sectionsuccessor Trustee. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indentureindenture, and upon receipt by the Trustee of the documents described in Section 12.06 7.02 hereof, subject to Section 9.06, the Trustee shall will join with the Company and the Guarantor Guarantors in the execution of any amended or supplemental Indenture indenture authorized or permitted by the terms of this Indenture hereof and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental Indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 12.02 of this Indenture8.02, the CompanyIssuers, the Guarantor Guarantors and the Trustee may amend or supplement this Indenture, Indenture or the Notes or the Note Guarantee without the consent of any Holder of a Note: (a1) to cure any ambiguity, defect or inconsistency; provided, however, that such cure does not adversely affect the interests of the Holders; (b2) to provide for uncertificated Notes in addition to or in place of certificated Notes or to alter the provisions of ARTICLE 2 hereof (including the related definitions) in a manner that does not adversely affect any HolderNotes; (c3) to provide for the assumption of the Company’s or the Guarantoran Issuer’s obligations to the Holders of the Notes under this Indenture, the Notes and the Note Guarantee by a successor to the Company or the Guarantor pursuant to ARTICLE 6 or ARTICLE 14 hereofArticle Five; (d4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder or under of any Holder as evidenced by an Officers’ Certificate delivered to the Trustee; (5) to secure the Notes or the Note Guarantee Subsidiary Guarantees pursuant to the requirements of Section 4.12 or otherwise; (6) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture; (7) to add any additional Guarantor with respect to the Notes or to evidence the release of any Holder of the Note; orGuarantor from its Subsidiary Guarantee, in each case, in accordance with Article Nine; (e) 8) to comply with requirements of the SEC Commission in order to effect or maintain the qualification of this Indenture with respect to the Notes under the TIA. In determining whether Trust Indenture Act; (9) to evidence or provide for the Holders acceptance of appointment under this Indenture of a successor Trustee with respect to the Notes; (10) to provide for the reorganization of the requisite Principal Amount Company as any other form of outstanding entity in accordance with Section 5.01(c); or (11) to conform the text of this Indenture or the Notes are present at a meeting of Holders of Notes for quorum purposes or have consented to or voted in favor of any request, demand, authorization, direction, notice, consent, waiver, amendment or modification hereunder, Notes held for the account provision of the Company, or for any Person directly or indirectly controlling or controlled by or under direct or indirect common control with Section entitled “Description of notes” in the Company, shall be disregarded and deemed not to be outstanding; provided, however, that no Holder shall be deemed to be directly or indirectly controlling or controlled by or under direct or indirect common control with the Company solely by reason of ownership of such Notes. A change in a defined term used in this Section shall be deemed to be a change to this SectionOffering Memorandum. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental IndentureCompany, and upon receipt by the Trustee of the documents described in Section 12.06 hereof8.06, the Trustee shall join with the Company Issuers and the Guarantor 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 not be obligated to enter into such amended or supplemental Indenture indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 12.02 11.02 of this Indenture, the Company, the Guarantor Guarantors and the Trustee may amend or supplement this Indenture, the Notes or the Note Guarantee Guarantees without the consent of any Holder of a Note: (a) to cure any ambiguity, omission, defect or inconsistency; provided, however, that such cure does not adversely affect the interests of the Holders; (b) to provide for the assumption by a Surviving Entity of the obligations of the Company or the assumption by a Successor Person of the obligations of 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 registered form for purposes of Section 163(f) of the Code or to alter the provisions of ARTICLE 2 hereof (including the related definitions) in a manner such that does not adversely affect any Holder; (cthe uncertificated Notes are described in Section 163(f)(2)(B) to provide for the assumption of the Company’s or the Guarantor’s obligations to the Holders of the Notes under this Indenture, the Notes and the Note Guarantee by a successor to the Company or the Guarantor pursuant to ARTICLE 6 or ARTICLE 14 hereofCode; (d) to make any change that would provide any additional rights or benefits add Guarantees with respect to the Holders of the Notes or that does not adversely affect the legal rights hereunder or under the Notes or the Note Guarantee of any Holder of the Note; orNotes; (e) to add to the covenants of the Company, the Guarantors or any of their Subsidiaries for the benefit of the Holders or to surrender any right or power conferred upon the Company, the Guarantors or any of their Subsidiaries; (f) to provide for a successor Trustee in accordance with the terms of this Indenture or to otherwise comply with requirements any requirement of this Indenture; (g) to make any change that does not materially adversely affect the rights of any Holder; (h) to comply with any requirement of the SEC Commission in order to effect connection with qualifying or maintain maintaining the qualification of this Indenture under the TIA. In determining whether Trust Indenture Act; (i) to release a Guarantor from its obligations under its Guarantee or this Indenture, in each case in accordance with the Holders applicable provisions of this Indenture; or (j) to conform the text of this Indenture, the Notes or the Guarantees to any provision of the requisite Principal Amount of outstanding Notes are present at a meeting of Holders of Notes for quorum purposes or have consented to or voted in favor of any request, demand, authorization, direction, notice, consent, waiver, amendment or modification hereunder, Notes held for the account “Description of the Company, or for any Person directly or indirectly controlling or controlled by or under direct or indirect common control with New Notes” section in the Company, shall be disregarded and deemed not Offering Memorandum to be outstanding; provided, however, the extent that no Holder shall be deemed to be directly or indirectly controlling or controlled by or under direct or indirect common control with such provision in the Company solely by reason “Description of ownership of such the New Notes. A change in a defined term used in this Section shall be deemed ” was intended to be a change to verbatim recitation of a provision of this SectionIndenture, the Notes or the Guarantees. Upon the written request of the Company accompanied by by, to the extent necessary, 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 12.06 11.06 hereof, the Trustee shall join with the Company and the Guarantor 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 not be obligated to enter into such amended or supplemental Indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 12.02 of this Indenture9.02 hereof, the CompanyIssuer, the Guarantor Trustee and the Trustee other parties hereto may amend or supplement this Indenture, the Indenture or the Notes of one or the Note Guarantee more series without the consent of any Holder of a NoteHolder: (a1) to cure evidence the succession of another Person to the Issuer or any ambiguity, defect or inconsistency; provided, however, that Guarantor and the assumption by any such cure does not adversely affect the interests successor of the Holderscovenants, agreements and obligations of the Issuer or any Guarantor under the Notes of such series or the Indenture with respect to such series, as described in Section 5.01 hereof; (b2) to provide surrender any right or power conferred upon the Issuer with respect to such series or to add further covenants, restrictions, conditions or provisions relating to the Issuer or the Guarantors for the protection of the Holders of any series of Notes; (3) to add any additional Defaults or Events of Default with respect to such series for the benefit of the Holders of Notes of such series; (4) to add to or modify any provision of the Indenture as necessary to permit or facilitate the issuance of Notes in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Notes in uncertificated Notes form in addition to or in place of certificated Notes or to alter the provisions of ARTICLE 2 hereof (including the related definitions) in a manner that does not adversely affect any HolderNotes; (c5) to add additional note guarantees with respect to any or all of the Notes of such series; (6) to secure the Notes of such series and/or the related note guarantees, if any; (7) to evidence and provide for the assumption acceptance of addition or appointment by a successor or separate Trustee with respect to the Notes of such series; (8) to modify or amend the Indenture in such a manner to permit the qualification of the Company’s Indenture or any supplemental indenture under the Trust Indenture Act, if applicable (it being agreed that the Indenture or any supplemental indenture need not qualify under the Trust Indenture act); (9) to comply with the rules of any applicable securities depositary; (10) to conform the text of the Indenture or the GuarantorNotes of any series to any provision of the “Description of Notes” section of the Offering Memorandum to the extent that such provisions in the “Description of Notes” section of the Offering Memorandum were intended to be a verbatim recitation of a provision in the Indenture or such Notes as evidenced by an Officer’s obligations Certificate; (11) to cure any ambiguity, omission, error, mistake, defect or inconsistency, provided that the interests of the Holders of the Notes under this Indenture, the Notes and the Note Guarantee are not adversely affected in any material respect as evidenced by a successor to the Company or the Guarantor pursuant to ARTICLE 6 or ARTICLE 14 hereofan Officer’s Certificate; (d12) to supplement any of the provisions of the Indenture as necessary to permit or facilitate the defeasance or discharge of any Notes of such series, provided that the interests of the Holders of the Notes of such series are not adversely affected in any material respect; (13) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder or under the Notes or the Note Guarantee of any Holder of the NoteNotes of such series; or (e14) to comply with requirements establish the form or terms of Notes of any series as permitted by Section 2.01 of the SEC in order to effect or maintain the qualification of this Indenture under the TIA. In determining whether the Holders of the requisite Principal Amount of outstanding Notes are present at a meeting of Holders of Notes for quorum purposes or have consented to or voted in favor of any request, demand, authorization, direction, notice, consent, waiver, amendment or modification hereunder, Notes held for the account of the Company, or for any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company, shall be disregarded and deemed not to be outstanding; provided, however, that no Holder shall be deemed to be directly or indirectly controlling or controlled by or under direct or indirect common control with the Company solely by reason of ownership of such Notes. A change in a defined term used in this Section shall be deemed to be a change to this SectionBase Indenture. Upon the request of the Company Issuer accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indentureindenture, and upon receipt by the Trustee of the documents described in Section 12.06 hereof7.02 of the Base Indenture, the Trustee shall join with the Company and the Guarantor Issuer in the execution of any amended or supplemental Indenture indenture authorized or permitted by the terms of this the Indenture and to make any further appropriate agreements and stipulations that may be therein contained; provided that the Trustee may in its discretion, but the Trustee shall not be obligated to to, enter into such amended or supplemental Indenture indenture that affects affect its own rights, duties or immunities under this the Indenture or otherwise. The consent of the Holders is not necessary under the Indenture to approve the particular form of any proposed amendment. It is sufficient if such consent approves the substance of the proposed amendment.

Without Consent of Holders of Notes. Notwithstanding Section 12.02 9.2 of this Indenture, the Company, the Guarantor Guarantors and the Trustee may amend or supplement this Indenture, Indenture or the Notes or the Note Guarantee without the consent of any Holder of a Note: (a) to provide for the issuance of Additional Notes in accordance with this Indenture and to cure any ambiguity, defect or inconsistency; provided, however, that such cure does not adversely affect the interests of the Holders; (b) to provide for uncertificated Notes in addition to or in place of certificated Notes or to alter the provisions of ARTICLE 2 hereof (including the related definitions) in a manner that does not adversely affect any HolderCertificated Notes; (c) to provide for the assumption of the Company’s or the Guarantor’s Issuers’ obligations to the Holders of the Notes under this Indenture, in the Notes and case of a merger or consolidation or sale of all or substantially all of the Note Guarantee by a successor to the Company or the Guarantor Issuers’ assets pursuant to ARTICLE 6 or ARTICLE 14 Article V hereof; (d) to comply with the requirements of the Commission in order to effect or maintain the qualification of this Indenture under the TIA; (e) to add or release the Guarantees of Guarantors in compliance with this Indenture; or (f) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder or under the Notes or the Note Guarantee of any Holder of the Note; or (e) to comply with requirements of the SEC Notes in order to effect or maintain the qualification of this Indenture under the TIA. In determining whether the Holders of the requisite Principal Amount of outstanding Notes are present at a meeting of Holders of Notes for quorum purposes or have consented to or voted in favor of any request, demand, authorization, direction, notice, consent, waiver, amendment or modification hereunder, Notes held for the account of the Company, or for any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company, shall be disregarded and deemed not to be outstanding; provided, however, that no Holder shall be deemed to be directly or indirectly controlling or controlled by or under direct or indirect common control with the Company solely by reason of ownership of such Notes. A change in a defined term used in this Section shall be deemed to be a change to this Sectionmaterial respect. Upon the request of the Company Issuers, accompanied by a resolution of its the Board of Directors (evidenced by an Officers’ Certificate) authorizing the execution of any such amended or supplemental Indentureindenture, and upon receipt by the Trustee of the documents described in Section 12.06 7.2 hereof, the Trustee shall join with the Company and the Guarantor Issuers 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 not be obligated to enter into such amended or supplemental Indenture indenture that affects its own rights, duties or immunities under this Indenture or otherwise. In formulating its opinion 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.