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

Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture, the Company, the Subsidiary Guarantors and the Trustee may amend or supplement this Indenture, the Subsidiary Guarantees or the Notes without the consent of any Holder of a Note: (a) cure any ambiguity, defect or inconsistency in the Indenture; provided that such amendments do not adversely affect the interests of the Holders in any material respect; (b) comply with the provisions of Article 5 hereof; (c) comply with any requirements of the SEC in connection with the qualification of the Indenture under the Trust Indenture Act; (d) evidence and provide for the acceptance of appointment by a successor Trustee; or (e) make any change that, in the good faith opinion of the Board of Directors, does not materially and adversely affect the rights of any Holder; (f) 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 and adversely affect the rights of any Holder; or (g) to allow any Subsidiary 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 Indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Company and the 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. Notwithstanding Section 9.02 of this Indenture, the Company, the Subsidiary Guarantors and the Trustee may amend or supplement this Indenture, the Subsidiary Note Guarantees or the Notes without the consent of any Holder of a Note: (a1) to cure any ambiguity, defect or inconsistency in the Indenture; provided that such amendments do not adversely affect the interests of the Holders in any material respectinconsistency; (b) comply with the provisions of Article 5 hereof; (c) comply with any requirements of the SEC in connection with the qualification of the Indenture under the Trust Indenture Act; (d) evidence and provide for the acceptance of appointment by a successor Trustee; or (e) make any change that, in the good faith opinion of the Board of Directors, does not materially and adversely affect the rights of any Holder; (f2) 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 and adversely affect any Holder; (3) to provide for the assumption of the Company's or a Guarantor's obligations to the Holders of the Notes by a successor to the Company pursuant to Article 5 or Article 10 hereof; (4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder of any HolderHolder of the Note; (5) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; (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 (g7) to allow any Subsidiary Guarantor to execute a supplemental indenture and/or a Subsidiary 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 Indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall will join with the Company and the 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 will not be obligated to enter into such amended or supplemental Indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture, the Company, the Subsidiary Guarantors and the Trustee may amend or supplement this Indenture, the Subsidiary Note Guarantees or the Notes without the consent of any Holder of a Note: (a) to cure any ambiguity, defect or inconsistency in the Indenture; provided that such amendments do not adversely affect the interests of the Holders in any material respectinconsistency; (b) comply with the provisions of Article 5 hereof; (c) comply with any requirements of the SEC in connection with the qualification of the Indenture under the Trust Indenture Act; (d) evidence and provide for the acceptance of appointment by a successor Trustee; or (e) make any change that, in the good faith opinion of the Board of Directors, does not materially and adversely affect the rights of any Holder; (f) 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 and adversely affect any Holder; (c) to provide for the assumption of the Company's or a Guarantor's obligations to the Holders of the Notes by a successor to the Company pursuant to Article 5 or 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 of any HolderHolder of the Note; (e) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; (f) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereof; or (g) to allow any Subsidiary Guarantor to execute a supplemental indenture and/or a Subsidiary 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 Indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Company and the 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. Notwithstanding Section 9.02 hereof, without the consent of this Indentureany Holder of Notes, the Company, the Subsidiary Guarantors Company and the Trustee may amend or supplement this Indenture, the Subsidiary Guarantees Notes or the Notes without the consent of any Holder of a NoteNote Guarantees: (a1) to cure any ambiguity, mistake, defect or inconsistency in the Indenture; provided that such amendments do not adversely affect the interests of the Holders in any material respectinconsistency; (b) comply with the provisions of Article 5 hereof; (c) comply with any requirements of the SEC in connection with the qualification of the Indenture under the Trust Indenture Act; (d) evidence and provide for the acceptance of appointment by a successor Trustee; or (e) make any change that, in the good faith opinion of the Board of Directors, does not materially and adversely affect the rights of any Holder; (f2) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3) to provide for the assumption of the Company’s or any Guarantor’s Obligations to the Holders of the Notes and Note Guarantees by a successor to the Company of such Guarantor pursuant to Article 5 or Article 10 hereof; (4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or to alter the provisions of Article 2 hereof (including the related definitions) in a manner that does not materially and adversely affect the legal rights hereunder of any Holder; orHolder in any material respects; (g5) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; (6) to conform the text of this Indenture, the Notes or the Note Guarantees to any provision of the “Description of the Notes” section of the Offering Memorandum; (7) to provide for the issuance of the Exchange Notes 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 Subsidiary Guarantor to execute a supplemental indenture and/or a Subsidiary Note Guarantee with respect to the Notes in accordance with the terms of this Indenture, to add security to or for the benefit of the Notes, or to confirm and evidence the release, termination or discharge of any Note Guarantee or Lien with respect to or securing the Notes when such release, termination or discharge is provided for under this Indenture; or (9) to evidence and provide for the acceptance and appointment under this Indenture of a successor trustee pursuant to the requirements 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 7.02 7.02, 9.06, 12.04 and 12.05 hereof, the Trustee shall will join with the Company and the Subsidiary Guarantors 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 9.02 of this Indenture, the Company, the Subsidiary Guarantors and the Trustee may amend or supplement this Indenture, the Subsidiary Note Guarantees or the Notes without the consent of any Holder of a Note: (a1) to cure any ambiguity, defect or inconsistency in the Indenture; provided that such amendments do not adversely affect the interests of the Holders in any material respectinconsistency; (b) comply with the provisions of Article 5 hereof; (c) comply with any requirements of the SEC in connection with the qualification of the Indenture under the Trust Indenture Act; (d) evidence and provide for the acceptance of appointment by a successor Trustee; or (e) make any change that, in the good faith opinion of the Board of Directors, does not materially and adversely affect the rights of any Holder; (f2) 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 and adversely affect any Holder; (3) to provide for the assumption of the Company's or any Guarantor's obligations to the Holders of the Notes by a successor to the Company or a Guarantor pursuant to Article 5 or Article 11 hereof; (4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder of any Holder of the Note; (5) to add a Guarantor; (6) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; (7) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereof; or (8) to make any change in the subordination provisions of this Indenture that would limit or terminate the benefits available to any holder of Senior Debt of the Company (or any Representative) under such subordination provisions; or (9) to secure the Notes and the Note Guarantees. However, no amendment may be made to the subordination provisions of this Indenture that adversely affects the rights of any Holder; or holder of Senior Debt of the Company or any Guarantor then outstanding unless the holders of such Senior Debt (gor any group or Representative thereof authorized to give a consent) consent to allow any Subsidiary Guarantor to execute a supplemental indenture and/or a Subsidiary Guarantee with respect to the Notessuch 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 Indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall will join with the Company and the 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 will not be obligated to enter into such amended or supplemental Indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture, without the consent of any Holder of Notes, the Company, the Subsidiary Guarantors and the Trustee may amend or supplement this Indenture, the Subsidiary Guarantees Notes or the Notes without the consent of any Holder of a NoteNote Guarantees to: (a1) cure any ambiguityambiguities, defect or inconsistency in the Indenture; provided that such amendments do not adversely affect the interests of the Holders in any material respectinconsistency; (b2) comply with provide for the provisions assumption of Article 5 hereofthe 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; (c3) comply with any requirements of the SEC in connection with the qualification of the Indenture under the Trust Indenture Act; (d) evidence and provide for the acceptance of appointment by a successor Trustee; or (e) make any change that, in the good faith opinion of the Board of Directors, does not materially and adversely affect the rights of any Holder; (f) to provide for uncertificated Notes in addition to or in place of certificated Notes; (4) add any Person as a Guarantor of the Notes or secure the Notes or the Note Guarantees; (5) make any change that would provide any additional rights or benefits to alter the provisions Holders of Article 2 hereof (including the related definitions) in a manner Notes or that does not materially and adversely affect in any material respect the legal rights under this Indenture of any such Holder; (6) comply with requirements of the SEC in order to effect or maintain the qualification of the Indenture under the TIA; or (g7) to allow any Subsidiary Guarantor to execute a supplemental indenture and/or a Subsidiary Guarantee with respect conform the Indenture or the Notes to the descriptions thereof set forth in the “Description of Notes. ” section of the Company’s Offering Memorandum dated November 2, 2012, relating to the initial offering of the Notes to the extent that the Trustee has received an Officers’ Certificate stating that such text constitutes an unintended conflict with the corresponding provision in such “Description of Notes.” Upon the request of the Company accompanied by a resolution of its Board of Directors Managers authorizing the execution of any such amended or supplemental Indentureindenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall will join with the Company and the Subsidiary Guarantors in the execution of any amended or supplemental Indenture indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee 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 9.02 of this Indenture, without the consent of any Holder of Notes, the Company, the Subsidiary Guarantors and the Trustee may amend or supplement this Indenture, the Subsidiary Guarantees Notes or the Notes without the consent of any Holder of a NoteNote Guarantees: (a1) to cure any ambiguity, defect or inconsistency in the Indenture; provided that such amendments do not adversely affect the interests of the Holders in any material respectinconsistency; (b) comply with the provisions of Article 5 hereof; (c) comply with any requirements of the SEC in connection with the qualification of the Indenture under the Trust Indenture Act; (d) evidence and provide for the acceptance of appointment by a successor Trustee; or (e) make any change that, in the good faith opinion of the Board of Directors, does not materially and adversely affect the rights of any Holder; (f2) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3) to provide for the assumption of the Company’s or a Guarantor’s obligations to the Holders of the Notes and Note Guarantees by a successor to the Company or such Guarantor pursuant to Article 5 or Article 10 hereof; (4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or to alter the provisions of Article 2 hereof (including the related definitions) in a manner that does not materially and adversely affect the legal rights hereunder of any Holder; (5) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; (6) to conform the text of this Indenture, the Notes, the Note Guarantees to any provision of the “Description of Notes” section of the Company’s Offering Memorandum dated November 15, 2010, 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 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 Indenture as of the Issue Date; or (g) 8) to allow any Subsidiary Guarantor to execute a supplemental indenture and/or a Subsidiary 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 7.02 hereof, the Trustee shall will join with the Company and the Subsidiary Guarantors in the execution of any amended or supplemental Indenture indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee 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 9.02 of this Indenture9.2 hereof, the Company, the Subsidiary Guarantors and the Trustee may amend or supplement this Indenture, the Subsidiary Guarantees Notes or the Notes any Guarantee, without the consent of any Holder of a Note: (a) to cure any ambiguity, defect or inconsistency in the Indenture; provided that such amendments do not adversely affect the interests of the Holders in any material respectinconsistency; (b) comply with the provisions of Article 5 hereof; (c) comply with any requirements of the SEC in connection with the qualification of the Indenture under the Trust Indenture Act; (d) evidence and provide for the acceptance of appointment by a successor Trustee; or (e) make any change that, in the good faith opinion of the Board of Directors, does not materially and adversely affect the rights of any Holder; (f) to provide for uncertificated Notes in addition to or in place of certificated Notes; (c) to provide for the assumption of the Company’s obligations to the Holders of the Notes in the case of a merger or consolidation pursuant to Article V hereof; (d) to provide for additional Guarantors as set forth in Section 4.16 or for the release or assumption of a Guarantee in compliance with this Indenture; (e) to make any change that would provide any additional rights or benefits to the Holders of the Notes or to alter the provisions of Article 2 hereof (including the related definitions) in a manner that does not materially and adversely affect the rights hereunder of any Holder; orHolder of the Note; (f) to comply with the provisions of the Depositary, Euroclear or Clearstream or the Trustee with respect to the provisions of this Indenture or the Notes relating to transfers and exchanges of Notes or beneficial interests therein; (g) to allow any Subsidiary Guarantor comply with requirements of the SEC in order to execute a supplemental indenture and/or a Subsidiary Guarantee effect or maintain the qualification of this Indenture under the TIA; or (h) to provide for the issuance of Additional Notes in accordance with respect to the Noteslimitations set forth in this Indenture as of the date 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 7.02 9.6 hereof, the Trustee shall join with the Company and the 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 unless such amended or supplemental Indenture adversely affects its the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 9.2 of this Indenture, the Company, the Subsidiary Guarantors and the Trustee may amend or supplement this Indenture, the Subsidiary Guarantees Indenture or the Notes 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 in the Indenture; provided that such amendments do not adversely affect the interests of the Holders in any material respectinconsistency; (b) comply with the provisions of Article 5 hereof; (c) comply with any requirements of the SEC in connection with the qualification of the Indenture under the Trust Indenture Act; (d) evidence and provide for the acceptance of appointment by a successor Trustee; or (e) make any change that, in the good faith opinion of the Board of Directors, does not materially and adversely affect the rights of any Holder; (f) to provide for uncertificated Notes in addition to or in place of certificated Certificated Notes; (c) to provide for the assumption of the Issuers’ obligations to the Holders of the Notes in the case of a merger or consolidation or sale of all or substantially all of the Issuers’ assets pursuant to alter Article V hereof; (d) to comply with the provisions requirements of Article 2 hereof the Commission in order to effect or maintain the qualification of this Indenture under the TIA; (including e) to add or release the related definitions) Guarantees of Guarantors in a manner that does not materially and adversely affect the rights of any Holdercompliance with this Indenture; or (gf) to allow make any Subsidiary Guarantor to execute a supplemental indenture and/or a Subsidiary Guarantee with respect change that would provide any additional rights or benefits to the NotesHolders of the Notes or that does not adversely affect the legal rights hereunder of any Holder of the Notes in any material 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 7.02 7.2 hereof, the Trustee shall join with the Company and the Subsidiary Guarantors 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.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture, without the consent of any Holder of Notes, the Company, the Subsidiary Guarantors and the Trustee may amend or supplement this Indenture, the Subsidiary Guarantees Notes or the Notes without the consent of any Holder of a NoteNote Guarantees: (a1) to cure any ambiguity, defect or inconsistency in the Indenture; provided that such amendments do not adversely affect the interests of the Holders in any material respectinconsistency; (b) comply with the provisions of Article 5 hereof; (c) comply with any requirements of the SEC in connection with the qualification of the Indenture under the Trust Indenture Act; (d) evidence and provide for the acceptance of appointment by a successor Trustee; or (e) make any change that, in the good faith opinion of the Board of Directors, does not materially and adversely affect the rights of any Holder; (f2) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3) to provide for the assumption of the Company’s or a Guarantor’s obligations to the Holders of the Notes and Note Guarantees by a successor to the Company or such Guarantor pursuant to Article 5 or Article 10 hereof; (4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or to alter the provisions of Article 2 hereof (including the related definitions) in a manner that does not materially and adversely affect the legal rights hereunder of any Holder; (5) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; (6) to conform the text of this Indenture, the Notes or the Note Guarantees to any provision of the “Description of Notes” section of the Company’s Offering Memorandum dated March 19, 2014, 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 Notes or the Note Guarantees, which intent may be evidenced by an Officers’ Certificate to that effect; (7) [Intentionally Omitted]; (8) [Intentionally Omitted]; (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 (g10) to allow any Subsidiary Guarantor to execute a supplemental indenture and/or a Subsidiary 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 7.02 hereof, the Trustee shall will join with the Company and the Subsidiary Guarantors in the execution of any amended or supplemental Indenture indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee 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 9.02 of this Indenture, the Company, the Subsidiary Guarantors and the Trustee may amend or supplement this Indenture, the Subsidiary Note Guarantees or the Notes without the consent of any Holder of a Note: (a) to cure any ambiguity, defect or inconsistency in the Indenture; provided that such amendments do not adversely affect the interests of the Holders in any material respectinconsistency; (b) comply with the provisions of Article 5 hereof; (c) comply with any requirements of the SEC in connection with the qualification of the Indenture under the Trust Indenture Act; (d) evidence and provide for the acceptance of appointment by a successor Trustee; or (e) make any change that, in the good faith opinion of the Board of Directors, does not materially and adversely affect the rights of any Holder; (f) 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 and adversely affect any Holder; (c) to provide for the assumption of the Company's or a Guarantor's obligations to the Holders by a successor to the Company or a Guarantor pursuant to Article 5 or Article 11 hereof, as the case may be; (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 rights hereunder of any Holder; orHolder of the Note; (ge) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; (f) to allow any Subsidiary Guarantor to execute a supplemental indenture and/or a Subsidiary Note Guarantee with respect to the Notes; (g) to make provisions with respect to the conversion right of Holders pursuant to Section 12.06. 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 Section 7.02 hereof, the Trustee shall join with the Company and the 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. Notwithstanding Article 9 of the Base Indenture and Section 9.02 of this Supplemental Indenture, without the consent of any Holder of Notes of a Series, the Company, the Subsidiary Guarantors and the Trustee may amend or supplement this Supplemental Indenture, the Subsidiary Guarantees Notes of such Series or the Notes without the consent of any Holder of a NoteSubsidiary Guarantees: (a1) to cure any ambiguity, mistake, defect or inconsistency in the Indenture; provided that such amendments do not adversely affect the interests of the Holders in any material respectinconsistency; (b) comply with the provisions of Article 5 hereof; (c) comply with any requirements of the SEC in connection with the qualification of the Indenture under the Trust Indenture Act; (d) evidence and provide for the acceptance of appointment by a successor Trustee; or (e) make any change that, in the good faith opinion of the Board of Directors, does not materially and adversely affect the rights of any Holder; (f2) to provide for uncertificated Notes in addition to or in place of certificated Notes (provided that such uncertificated Notes are issued in registered form for U.S. tax purposes); (3) 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 Company’s assets; (4) to alter make any change that would provide any additional rights or benefits to the provisions Holders of Article 2 hereof (including the related definitions) in a manner Notes of such Series or that does not materially and adversely affect the legal rights under this Supplemental Indenture of any such Holder; or; (g5) to conform the text of this Supplemental Indenture or the Notes of such Series to any provision of the “Description of the Notes” section of the Company’s Offering Memorandum; (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 in accordance with the limitations set forth in this Supplemental Indenture as of the date hereof; (8) to allow any Subsidiary Guarantor to execute a supplemental indenture and/or a Subsidiary Guarantee with respect to the Notes. Notes of such Series; 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 7.02 hereofterms of this Supplemental Indenture, the Trustee shall join with the Company and the Subsidiary 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 9.02 of this Indenture8.02, the CompanyIssuers, the Subsidiary Guarantors and the Trustee may amend or supplement the Base Indenture (as it relates to the Notes), this Indenture, the Subsidiary Guarantees Supplemental Indenture or the Notes without the consent of any Holder of a Note: (a1) to cure any ambiguity, defect or inconsistency in the Indenture; provided that such amendments do not adversely affect the interests of the Holders in any material respectinconsistency; (b) comply with the provisions of Article 5 hereof; (c) comply with any requirements of the SEC in connection with the qualification of the Indenture under the Trust Indenture Act; (d) evidence and provide for the acceptance of appointment by a successor Trustee; or (e) make any change that, in the good faith opinion of the Board of Directors, does not materially and adversely affect the rights of any Holder; (f2) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3) to provide for the assumption of an Issuer’s obligations to the Holders of Notes pursuant to Article Five; (4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder of any Holder; (5) to secure the Notes or the 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 alter evidence the provisions of Article 2 hereof (including the related definitions) in a manner that does not materially and adversely affect the rights release of any Holder; orGuarantor from its Subsidiary Guarantee, in each case, in accordance with Article Nine; (g8) to comply with requirements of the Commission in order to effect or maintain the qualification of this Indenture with respect to the Notes under the Trust Indenture Act; (9) to allow any Subsidiary Guarantor evidence or provide for the acceptance of appointment under this Supplemental Indenture and the Base Indenture (as it relates to execute the Notes) of a supplemental indenture and/or a Subsidiary Guarantee successor Trustee with respect to the Notes; (10) to provide for the reorganization of the Company as any other form of entity in accordance with Section 5.01(c); or (11) to conform the text of the Base Indenture (as it relates to the Notes), this Supplemental Indenture or the Notes to any provision of the section entitled “Description of Notes” in the Prospectus Supplement relating to the Notes dated May 14, 2015. 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 7.02 hereof8.06, the Trustee shall join with the Company Issuers and the Subsidiary Guarantors in the execution of any amended or supplemental Indenture indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental Indenture indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture, the Company, the Subsidiary Guarantors and the Trustee may amend or supplement this Indenture, the Subsidiary Note Guarantees or the Notes without the consent of any Holder of a Note: (a) to cure any ambiguity, defect or inconsistency in the Indenture; provided that such amendments do not adversely affect the interests of the Holders in any material respectinconsistency; (b) comply with the provisions of Article 5 hereof; (c) comply with any requirements of the SEC in connection with the qualification of the Indenture under the Trust Indenture Act; (d) evidence and provide for the acceptance of appointment by a successor Trustee; or (e) make any change that, in the good faith opinion of the Board of Directors, does not materially and adversely affect the rights of any Holder; (f) 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 and adversely affect any Holder; (c) to provide for the assumption of the Company's or a Guarantor's obligations to the Holders of the Notes by a successor to the Company pursuant to Article 5 or 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 of any HolderHolder of the Note; (e) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; (f) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereof; or (g) to allow any Subsidiary Guarantor to execute a supplemental indenture and/or a Subsidiary 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 Indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Company and the 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. Notwithstanding Section 9.02 9.2 of this Indenture, the Company, the Subsidiary Guarantors Company and the Trustee may amend or supplement this Indenture, the Subsidiary Guarantees Indenture or the Notes without the consent of any Holder of a Note: (a) to cure any ambiguity, defect or inconsistency in the Indenture; provided that such amendments do not adversely affect the interests of the Holders in any material respectinconsistency; (b) comply with the provisions to provide for uncertificated notes in addition to or in place of Article 5 hereofcertificated Notes; (c) comply with any requirements to provide for the assumption of the SEC in connection with Company’s obligations to the qualification Holders of the Indenture under Notes in the Trust Indenture Actcase of a merger or consolidation or sale of all or substantially all of the Company’s assets pursuant to Article V; (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 secure the Notes pursuant to the requirements of Section 4.6 or otherwise; (f) to evidence and provide for the acceptance of appointment by a successor Trustee; or (e) make any change that, in the good faith opinion of the Board of Directors, does not materially and adversely affect the rights of any Holder; (f) 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 and adversely affect the rights of any Holder; or (g) to allow conform the text of this Indenture or the Notes to any Subsidiary Guarantor to execute a supplemental indenture and/or a Subsidiary Guarantee with respect provision of the “Description of the Notes” section of the Final Memorandum to the extent that such provision in such “Description of the Notes” section was intended to be a verbatim recitation of a provision of this Indenture or the Notes; or (h) 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 of the Notes in any material respect. 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 any documents described requested by it in accordance with Section 7.02 7.2 hereof, the Trustee shall join with the Company and the 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. Notwithstanding Section 9.02 of this Indenture, the Company, the Subsidiary Guarantors and the Trustee may amend or supplement this Indenture, the Subsidiary Note Guarantees or the Notes without the consent of any Holder of a Note: (a1) to cure any ambiguity, defect or inconsistency in the Indenture; provided that such amendments do not adversely affect the interests of the Holders in any material respectinconsistency; (b) comply with the provisions of Article 5 hereof; (c) comply with any requirements of the SEC in connection with the qualification of the Indenture under the Trust Indenture Act; (d) evidence and provide for the acceptance of appointment by a successor Trustee; or (e) make any change that, in the good faith opinion of the Board of Directors, does not materially and adversely affect the rights of any Holder; (f2) 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 and adversely affect any Holder; (3) to provide for the assumption of the Company's or a Guarantor's obligations to the Holders of the Notes by a successor to the Company pursuant to Article 5 hereof; (4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder of any such Holder; (5) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; (6) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereof; or (g7) to allow any Subsidiary Guarantor to execute a supplemental indenture and/or a Subsidiary 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 Indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall will join with the Company and the 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 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 ‎Section 9.02 of this Indenture, without the consent of any Holder of Notes, the Company, the Subsidiary Guarantors and the Trustee may amend or supplement this Indenture, the Subsidiary Guarantees Notes or the Notes without the consent of any Holder of a NoteNote Guarantees: (a1) to cure any ambiguity, defect or inconsistency in the Indenture; provided that such amendments do not adversely affect the interests of the Holders in any material respectinconsistency; (b) comply with the provisions of Article 5 hereof; (c) comply with any requirements of the SEC in connection with the qualification of the Indenture under the Trust Indenture Act; (d) evidence and provide for the acceptance of appointment by a successor Trustee; or (e) make any change that, in the good faith opinion of the Board of Directors, does not materially and adversely affect the rights of any Holder; (f2) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3) to provide for the assumption of the Company’s or a Guarantor’s obligations to the Holders of the Notes and Note Guarantees by a successor to the Company or such Guarantor pursuant to ‎Article 5 or ‎Article 10 hereof; (4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or to alter the provisions of Article 2 hereof (including the related definitions) in a manner that does not materially and adversely affect the legal rights hereunder of any Holder; (5) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; (6) to conform the text of this Indenture, the Notes or the Note Guarantees to any provision of the “Description of Notes” section of the Offering Memorandum to the extent that such provision in that “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Notes or the Note Guarantees, which intent may be evidenced by an Officers’ Certificate to that effect; (7) [Intentionally Omitted]; (8) [Intentionally Omitted]; (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 (g10) to allow any Subsidiary Guarantor to execute a supplemental indenture and/or a Subsidiary Note Guarantee with respect to the NotesNotes and to release any Guarantor from its Note Guarantee in accordance with the terms 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 Indentureindenture, and upon receipt by the Trustee of the documents described in Section ‎Section 7.02 hereof, the Trustee shall will join with the Company and the Subsidiary Guarantors in the execution of any amended or supplemental Indenture indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee 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 9.02 of this Indenture, the Company, the Subsidiary Guarantors Company and the Trustee may amend or supplement this Indenture, the Subsidiary Guarantees Indenture or the Notes of one or more Series without the consent of any Holder of a Note: (a1) to cure any ambiguity, defect or inconsistency in the Indenture; provided that such amendments do not adversely affect the interests of the Holders in any material respectinconsistency; (b) comply with the provisions of Article 5 hereof; (c) comply with any requirements of the SEC in connection with the qualification of the Indenture under the Trust Indenture Act; (d) evidence and provide for the acceptance of appointment by a successor Trustee; or (e) make any change that, in the good faith opinion of the Board of Directors, does not materially and adversely affect the rights of any Holder; (f2) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3) to provide for the assumption of the Company’s obligations to the Holders of the Notes of a given Series by a successor to the Company pursuant to Article 5 hereof; (4) to make any change that would provide any additional rights or benefits to alter the Holders of Notes of a given Series or, as determined by the Company, that does not adversely affect the legal rights hereunder of any Holder of a Note of such Series in any material respect; (5) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; (6) to provide for the 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 provisions of Article 2 hereof (including this Indenture as shall be necessary to provide for or facilitate the related definitions) in a manner that does not materially and adversely affect administration of the rights of any Holdertrusts hereunder by more than one Trustee; or (g) 8) to allow comply with the rules of any Subsidiary Guarantor to execute a supplemental indenture and/or a Subsidiary Guarantee with respect to securities exchange or automated quotation system on which the NotesNotes of such Series may be listed 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 Sections 7.02 and 9.06 hereof, the Trustee shall will join with the Company and the Subsidiary Guarantors in the execution of any amended or supplemental Indenture indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee 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 9.02 of this Indenture, the Company, the Subsidiary Guarantors and the Trustee may amend or supplement this Indenture, the Subsidiary Guarantees or the Notes without the consent of any Holder of a Note: (a) to cure any ambiguity, defect or inconsistency in the Indenture; provided that such amendments do not adversely affect the interests of the Holders in any material respectinconsistency; (b) comply with the provisions of Article 5 hereof; (c) comply with any requirements of the SEC in connection with the qualification of the Indenture under the Trust Indenture Act; (d) evidence and provide for the acceptance of appointment by a successor Trustee; or (e) make any change that, in the good faith opinion of the Board of Directors, does not materially and adversely affect the rights of any Holder; (f) 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 and adversely affect any Holder; (c) to provide for the assumption of the Company's or a Guarantor's obligations to the Holders of the Notes by a successor to the Company pursuant to Article 5 or 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 of any HolderHolder of the Notes; (e) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; (f) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereof; or (g) to allow any Subsidiary 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 Indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Company and the 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. Notwithstanding Section 9.02 of this Indenture, the Company, the Subsidiary Guarantors Company and the Trustee may amend or supplement this Indenture, the Subsidiary Guarantees Indenture or the Notes of one or more Series without the consent of any Holder of a Note: : (a1) to cure any ambiguity, defect or inconsistency in the Indentureinconsistency; provided that such amendments do not adversely affect the interests of the Holders in any material respect; (b) comply with the provisions of Article 5 hereof; (c) comply with any requirements of the SEC in connection with the qualification of the Indenture under the Trust Indenture Act; (d) evidence and provide for the acceptance of appointment by a successor Trustee; or (e) make any change that, in the good faith opinion of the Board of Directors, does not materially and adversely affect the rights of any Holder; (f2) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3) to provide for the assumption of the Company’s obligations to the Holders of the Notes of a given Series by a successor to the Company pursuant to Article 5 hereof; (4) to make any change that would provide any additional rights or benefits to alter the provisions Holders of Article 2 hereof (including Notes of a given Series or, as determined by the related definitions) in a manner Company, that does not materially and adversely affect the legal rights hereunder of any HolderHolder of a Note of such Series in any material respect; or (g5) to allow comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; (6) to provide for the issuance of and establish the form and terms and conditions of Notes of any Subsidiary Guarantor Series as permitted by this Indenture; (7) to execute evidence and provide for the acceptance of appointment hereunder by a supplemental indenture and/or a Subsidiary Guarantee successor Trustee with respect to the NotesNotes of one or more Series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee; or (8) to comply with the rules of any securities exchange or automated quotation system on which the Notes of such Series may be listed 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 Sections 7.02 and 9.06 hereof, the Trustee shall will join with the Company and the Subsidiary Guarantors in the execution of any amended or supplemental Indenture indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee 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 9.02 of this Indenture, without the consent of any Holder of Notes, the Company, the Subsidiary Guarantors and the Trustee may amend or supplement this Indenture, the Subsidiary Guarantees Notes or the Notes without the consent of any Holder of a NoteNote Guarantees to: (a1) cure any ambiguityambiguities, defect or inconsistency in the Indenture; provided that such amendments do not adversely affect the interests of the Holders in any material respectinconsistency; (b2) comply with provide for the provisions assumption of Article 5 hereofthe 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; (c3) comply with any requirements of the SEC in connection with the qualification of the Indenture under the Trust Indenture Act; (d) evidence and provide for the acceptance of appointment by a successor Trustee; or (e) make any change that, in the good faith opinion of the Board of Directors, does not materially and adversely affect the rights of any Holder; (f) to provide for uncertificated Notes in addition to or in place of certificated Notes; (4) add any Person as a Guarantor of the Notes or secure the Notes or the Note Guarantees; (5) make any change that would provide any additional rights or benefits to alter the provisions Holders of Article 2 hereof (including the related definitions) in a manner Notes or that does not materially and adversely affect in any material respect the legal rights under this Indenture of any such Holder; (6) comply with requirements of the SEC in order to effect or maintain the qualification of the Indenture under the TIA; or (g7) to allow any Subsidiary Guarantor to execute a supplemental indenture and/or a Subsidiary Guarantee with respect conform the Indenture or the Notes to the descriptions thereof set forth in the “Description of Notes. ” section of the Company’s Offering Memorandum dated March 19, 2015, relating to the initial offering of the Notes to the extent that the Trustee has received an Officers’ Certificate stating that such text constitutes an unintended conflict with the corresponding provision in such “Description of Notes.” Upon the request of the Company accompanied by a resolution of its Board of Directors Managers authorizing the execution of any such amended or supplemental Indentureindenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall will join with the Company and the Subsidiary Guarantors in the execution of any amended or supplemental Indenture indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall will not be obligated to enter into such amended or supplemental Indenture indenture that affects its own rights, duties duties, liabilities or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture9.2 hereof, the Company, the Subsidiary Guarantors and the Trustee may amend or supplement this Indenture, the Subsidiary Guarantees Notes or the Notes any Guarantee, without the consent of any Holder of a Note: (a) to cure any ambiguity, defect or inconsistency in the Indenture; provided that such amendments do not adversely affect the interests of the Holders in any material respectinconsistency; (b) comply with the provisions of Article 5 hereof; (c) comply with any requirements of the SEC in connection with the qualification of the Indenture under the Trust Indenture Act; (d) evidence and provide for the acceptance of appointment by a successor Trustee; or (e) make any change that, in the good faith opinion of the Board of Directors, does not materially and adversely affect the rights of any Holder; (f) to provide for uncertificated Notes in addition to or in place of certificated Notes; (c) to provide for the assumption of the Company's obligations to the Holders of the Notes in the case of a merger or consolidation pursuant to Article V hereof; (d) to provide for additional Guarantors as set forth in Section 4.17 hereof or for the release or assumption of a Guarantee in compliance with this Indenture; (e) to make any change that would provide any additional rights or benefits to the Holders of the Notes or to alter the provisions of Article 2 hereof (including the related definitions) in a manner that does not materially and adversely affect the rights hereunder of any Holder; orHolder of the Note; (f) to comply with the provisions of the Depositary, Euroclear or Clearstream or the Trustee with respect to the provisions of this Indenture or the Notes relating to transfers and exchanges of Notes or beneficial interests therein; (g) to allow any Subsidiary Guarantor comply with requirements of the SEC in order to execute a supplemental indenture and/or a Subsidiary Guarantee effect or maintain the qualification of this Indenture under the TIA; or (h) to provide for the issuance of additional Notes in accordance with respect to the Noteslimitations set forth in this Indenture as of the date 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 7.02 9.6 114 hereof, the Trustee shall join with the Company and the 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 adversely affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture, the Company, the Subsidiary Guarantors and the Trustee may amend or supplement this Indenture, the Subsidiary Guarantees Guaranties or the Notes without the consent of any Holder of a Note: (a1) to cure any ambiguity, defect or inconsistency in the Indenture; provided that such amendments do not adversely affect the interests of the Holders in any material respectinconsistency; (b) comply with the provisions of Article 5 hereof; (c) comply with any requirements of the SEC in connection with the qualification of the Indenture under the Trust Indenture Act; (d) evidence and provide for the acceptance of appointment by a successor Trustee; or (e) make any change that, in the good faith opinion of the Board of Directors, does not materially and adversely affect the rights of any Holder; (f2) 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 and adversely affect any Holder; (3) to provide for the assumption of the Company's or a Guarantor's obligations to the Holders of the Notes by a successor to the Company pursuant to Article 5 or Article 10 hereof; (4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder of any Holder; orHolder of the Notes; (g5) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; (6) to conform the text of this Indenture, the Collateral Agreements or the Notes to any provision of the "Description of Notes" section of the Company's Offering Memorandum dated December 5, 2003, 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 Collateral Agreements or the Notes; (7) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereof; (8) to allow any Subsidiary Guarantor to execute a supplemental indenture and/or a Subsidiary Guarantee Guaranty with respect to the Notes; or (9) to comply with the provisions in this Indenture regarding the addition and release of Guarantors. 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 7.02 hereof, the Trustee shall will join with the Company and the Subsidiary Guarantors in the execution of any amended or supplemental Indenture indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee 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 9.02 of this Indenture8.02, the CompanyIssuers, the Subsidiary Guarantors and the Trustee may amend or supplement the Base Indenture (as it relates to the Notes), this Indenture, the Subsidiary Guarantees Supplemental Indenture or the Notes without the consent of any Holder of a Note: (a1) to cure any ambiguity, defect or inconsistency in the Indenture; provided that such amendments do not adversely affect the interests of the Holders in any material respectinconsistency; (b) comply with the provisions of Article 5 hereof; (c) comply with any requirements of the SEC in connection with the qualification of the Indenture under the Trust Indenture Act; (d) evidence and provide for the acceptance of appointment by a successor Trustee; or (e) make any change that, in the good faith opinion of the Board of Directors, does not materially and adversely affect the rights of any Holder; (f2) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3) to provide for the assumption of an Issuer’s obligations to the Holders of Notes pursuant to Article Five; (4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder of any Holder; (5) to secure the Notes or the 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 alter evidence the provisions of Article 2 hereof (including the related definitions) in a manner that does not materially and adversely affect the rights release of any Holder; orGuarantor from its Subsidiary Guarantee, in each case, in accordance with Article Nine; (g8) to comply with requirements of the Commission in order to effect or maintain the qualification of this Indenture with respect to the Notes under the Trust Indenture Act; (9) to allow any Subsidiary Guarantor evidence or provide for the acceptance of appointment under this Supplemental Indenture and the Base Indenture (as it relates to execute the Notes) of a supplemental indenture and/or a Subsidiary Guarantee successor Trustee with respect to the Notes; (10) to provide for the reorganization of the Company as any other form of entity in accordance with Section 5.01(c); or (11) to conform the text of the Base Indenture (as it relates to the Notes), this Supplemental Indenture or the Notes to any provision of the section entitled “Description of Notes” in the prospectus supplement relating to the Notes dated January 9, 2020. 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 7.02 hereof8.06, the Trustee shall join with the Company Issuers and the Subsidiary Guarantors in the execution of any amended or supplemental Indenture indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental Indenture indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenturehereof, the Company, the Subsidiary Guarantors and the Trustee may amend or supplement this Indenture, the Notes or the Subsidiary Guarantees or the Notes without the consent of any Holder of a Note: (ai) to cure any ambiguity, defect defect, error or inconsistency in the Indenture; provided that such amendments do not adversely affect the interests of the Holders in any material respectinconsistency; (b) comply with the provisions of Article 5 hereof; (c) comply with any requirements of the SEC in connection with the qualification of the Indenture under the Trust Indenture Act; (d) evidence and provide for the acceptance of appointment by a successor Trustee; or (e) make any change that, in the good faith opinion of the Board of Directors, does not materially and adversely affect the rights of any Holder; (fii) to provide for uncertificated Notes in addition to or in place of certificated Notes; (iii) to provide for the assumption of the Company's or any Guarantor's obligations to the Holders of the Notes by a successor to the Company or a Guarantor pursuant to Article 5 or Article 11 hereof; (iv) to make any change that would provide any additional rights or benefits to the Holders of the Notes or to alter the provisions of Article 2 hereof (including the related definitions) in a manner that does not materially and adversely affect the legal rights hereunder of any HolderHolder of the Note; (v) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; (vi) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereof; or (gvii) to allow any Subsidiary Guarantor to execute a supplemental indenture and/or a Subsidiary Guarantee with respect to the Notes. Upon the request of the Company accompanied and upon request by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental IndentureTrustee, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Company and the Subsidiary Guarantors in the execution of any amended or supplemental Indenture indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental Indenture indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture, the Company, the Subsidiary Guarantors and the Trustee may amend or supplement this Indenture, the Subsidiary Note Guarantees or the Notes without the consent of any Holder of a Note: (a1) to cure any ambiguity, defect or inconsistency in the Indenture; provided that such amendments do not adversely affect the interests of the Holders in any material respectinconsistency; (b) comply with the provisions of Article 5 hereof; (c) comply with any requirements of the SEC in connection with the qualification of the Indenture under the Trust Indenture Act; (d) evidence and provide for the acceptance of appointment by a successor Trustee; or (e) make any change that, in the good faith opinion of the Board of Directors, does not materially and adversely affect the rights of any Holder; (f2) 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 and adversely affect any Holder; (3) to provide for the assumption of the Company's or a Guarantor's obligations to the Holders of the Notes by a successor to the Company pursuant to Article 5 hereof; (4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder of any HolderHolder of the Note; (5) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; (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 (g7) to allow any Subsidiary Guarantor to execute a supplemental indenture and/or a Subsidiary Note Guarantee with respect to the Notes. Without the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding, the Company will not amend, modify or alter the Subordinated Note Indenture in any way to (i) advance the final maturity date of or shorten the Weighted Average Life to Maturity of any Subordinated Notes or (ii) amend the provisions of Article 10 of the Subordinated Note Indenture (which relate to subordination), except to the extent that the Company would otherwise be able to refinance or replace the Subordinated Notes on the same basis as the amended, modified or altered form of the Subordinated 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 7.02 hereof, the Trustee shall will join with the Company and the 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 will not be obligated to enter into such amended or supplemental Indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture, from and after the CompanySell Down Date, and, with respect to clauses (3), (7) and (9), at any time, without the consent of any Holder of Notes, the Subsidiary Guarantors Company and the Trustee may amend or supplement this Indenture, the Subsidiary Guarantees Indenture or the Notes without the consent of any Holder of a NoteNotes: (a1) to cure any ambiguity, omission, mistake, defect or inconsistency in the Indenture; provided that such amendments do not adversely affect the interests of the Holders in any material respectinconsistency; (b) comply with the provisions of Article 5 hereof; (c) comply with any requirements of the SEC in connection with the qualification of the Indenture under the Trust Indenture Act; (d) evidence and provide for the acceptance of appointment by a successor Trustee; or (e) make any change that, in the good faith opinion of the Board of Directors, does not materially and adversely affect the rights of any Holder; (f2) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3) to provide for the assumption of the Company or any Guarantor’s obligations to the Holders of the Notes by a successor to the Company pursuant to Article 5 hereof; (4) to make any change that would provide any additional rights or benefits to the Holders; (5) to add covenants for the benefit of the Holders or to alter surrender any right or power conferred upon the provisions Company; (6) to evidence and provide for the acceptance and appointment under this Indenture of Article 2 hereof a successor trustee pursuant to the requirements thereof; (including the related definitions7) in to add a manner Guarantor under this Indenture; (8) to make any change that does not materially and adversely affect the rights of the Holders of the Notes in any Holderrespect; or (g9) to allow make any Subsidiary Guarantor change reasonably necessary to execute a supplemental indenture and/or a Subsidiary Guarantee with respect cause the Indenture to conform to the NotesTIA. Upon the written 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 7.02 9.05 hereof, the Trustee shall will join with the Company and the Subsidiary Guarantors in the execution of any amended or supplemental Indenture indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee 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 9.02 of this Indenture, the Company, the Subsidiary Guarantors and the Trustee may amend or supplement this Indenture, the Subsidiary Guarantees Indenture or the Notes or the Note Guarantees without the consent of any Holder of a NoteHolder: (a1) to cure any ambiguity, defect or inconsistency inconsistency, as determined in good faith by the Indenture; provided that such amendments do not adversely affect the interests Board of Directors of the Holders in any material respectCompany; (b) comply with the provisions of Article 5 hereof; (c) comply with any requirements of the SEC in connection with the qualification of the Indenture under the Trust Indenture Act; (d) evidence and provide for the acceptance of appointment by a successor Trustee; or (e) make any change that, in the good faith opinion of the Board of Directors, does not materially and adversely affect the rights of any Holder; (f2) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3) to provide for the assumption of the Company's or a Guarantor's obligations to the Holders of the Notes and Note Guarantees by a successor to the Company or such Guarantor pursuant to Article 5 or Article 10 hereof; (4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or to alter the provisions of Article 2 hereof (including the related definitions) in a manner that does not materially and adversely affect the legal rights hereunder of any Holder; (5) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; (6) to conform the text of this Indenture, the Notes or the Note Guarantees to any provision of the "Description of Notes" section of the Offering Circular, relating to the initial offering of the Notes, to the extent that such provision in that "Description of Notes" was intended to be a verbatim recitation of a provision of this Indenture, the Note Guarantees or the Notes; (7) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture; or (g) 8) to allow any Subsidiary Guarantor to execute a supplemental indenture and/or a Subsidiary 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 7.02 hereof, the Trustee shall will join with the Company and the Subsidiary Guarantors in the execution of any amended or supplemental Indenture indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee 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 9.02 of this Indenture, the Company, the Subsidiary Guarantors and the Trustee may amend or supplement this Indenture, the Subsidiary Guarantees Guarantees, the Security Agreements or the Notes without the consent of any Holder of a Note: (a) to cure any ambiguity, defect or inconsistency in the Indenture; provided that such amendments do not adversely affect the interests of the Holders in any material respectinconsistency; (b) comply with the provisions of Article 5 hereof; (c) comply with any requirements of the SEC in connection with the qualification of the Indenture under the Trust Indenture Act; (d) evidence and provide for the acceptance of appointment by a successor Trustee; or (e) make any change that, in the good faith opinion of the Board of Directors, does not materially and adversely affect the rights of any Holder; (f) to provide for uncertificated Notes in addition to or in place of certificated Notes or to alter the provisions of Article 2 II hereof (including the related definitions) in a manner that does not materially and adversely affect any Holder; (c) to provide for the assumption of the Company's or a Subsidiary Guarantor's obligations to the Holders of the Notes by a successor to the Company or a Subsidiary Guarantor pursuant to Article V or Article X 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 Holder; orHolder of the Notes; (ge) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; (f) to allow any Subsidiary Guarantor to execute a supplemental indenture and/or a Subsidiary Guarantee with respect to the Notes; (g) to provide for the issuance of Notes in payment of interest in lieu of Interest Deferral and to make all changes resulting therefrom; (h) to amend the Collateral Agency Agreement in connection with any refinancing of the existing Loan Agreement; or (i) to amend the Security Agreements as required to comply with Section 13.05 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 7.02 hereof, the Trustee shall join with the Company and the 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. Notwithstanding Section 9.02 of this Indenture8.02, the CompanyIssuers, the Subsidiary Guarantors and the Trustee may amend or supplement the Base Indenture (as it relates to the Notes), this Indenture, the Subsidiary Guarantees Supplemental Indenture or the Notes without the consent of any Holder of a Note: (a1) to cure any ambiguity, defect or inconsistency in the Indenture; provided that such amendments do not adversely affect the interests of the Holders in any material respectinconsistency; (b) comply with the provisions of Article 5 hereof; (c) comply with any requirements of the SEC in connection with the qualification of the Indenture under the Trust Indenture Act; (d) evidence and provide for the acceptance of appointment by a successor Trustee; or (e) make any change that, in the good faith opinion of the Board of Directors, does not materially and adversely affect the rights of any Holder; (f2) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3) to provide for the assumption of an Issuer’s obligations to the Holders of Notes pursuant to Article Five; (4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder of any Holder; (5) to secure the Notes or the 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 alter evidence the provisions of Article 2 hereof (including the related definitions) in a manner that does not materially and adversely affect the rights release of any Holder; orGuarantor from its Subsidiary Guarantee, in each case, in accordance with Article Nine; (g8) to comply with requirements of the Commission in order to effect or maintain the qualification of this Indenture with respect to the Notes under the Trust Indenture Act; (9) to allow any Subsidiary Guarantor evidence or provide for the acceptance of appointment under this Supplemental Indenture and the Base Indenture (as it relates to execute the Notes) of a supplemental indenture and/or a Subsidiary Guarantee successor Trustee with respect to the Notes; (10) to provide for the reorganization of the Company as any other form of entity in accordance with Section 5.01(c); or (11) to conform the text of the Base Indenture (as it relates to the Notes), this Supplemental Indenture or the Notes to any provision of the section entitled “Description of Notes” in the prospectus supplement relating to the Notes dated December 4, 2017. 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 7.02 hereof8.06, the Trustee shall join with the Company Issuers and the Subsidiary Guarantors in the execution of any amended or supplemental Indenture indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental Indenture indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture, the Company, the Subsidiary Guarantors and the Trustee may amend or supplement this Indenture, the Subsidiary Guarantees Indenture or the Notes or the Note Guarantees without the consent of any Holder of a Note: (a1) to cure any ambiguity, defect or inconsistency in the Indenture; provided that such amendments do not adversely affect the interests of the Holders in any material respectinconsistency; (b) comply with the provisions of Article 5 hereof; (c) comply with any requirements of the SEC in connection with the qualification of the Indenture under the Trust Indenture Act; (d) evidence and provide for the acceptance of appointment by a successor Trustee; or (e) make any change that, in the good faith opinion of the Board of Directors, does not materially and adversely affect the rights of any Holder; (f2) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3) to provide for the assumption of the Company’s or a Guarantor’s obligations to the Holders of the Notes and Note Guarantees by a successor to the Company or such Guarantor pursuant to Article 5 or Article 10 hereof; (4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or to alter the provisions of Article 2 hereof (including the related definitions) in a manner that does not materially and adversely affect the legal rights hereunder of any such Holder; (5) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; (6) to conform the text of this Indenture, the Note Guarantees or the Notes to any provision of the “Description of Notes” section of the Company’s Offering Circular dated July 28, 2006, relating to the initial offering of the Notes, to the extent that such provision in that “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Note Guarantees or the Notes; (7) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereof; or (g) 8) to allow any Subsidiary Guarantor to execute a supplemental indenture and/or a Subsidiary 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 7.02 hereof, the Trustee shall will join with the Company and the Subsidiary Guarantors in the execution of any amended or supplemental Indenture indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee 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 9.02 of this Indenture9.2 hereof, the Company, the Subsidiary Guarantors Guarantor and the Trustee together may amend or supplement this Indenture, the Subsidiary Guarantees Indenture or the Notes without the consent of any Holder of a NoteNote to: (a1) to cure any ambiguity, defect defect, error or inconsistency in the Indenture; provided that such amendments do not adversely affect the interests of the Holders in any material respectinconsistency; (b) comply with the provisions of Article 5 hereof; (c) comply with any requirements of the SEC in connection with the qualification of the Indenture under the Trust Indenture Act; (d) evidence and provide for the acceptance of appointment by a successor Trustee; or (e) make any change that, in the good faith opinion of the Board of Directors, does not materially and adversely affect the rights of any Holder; (f2) 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 to alter the provisions of Article 2 hereof (including the related definitions) in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code); (3) to provide for the assumption of the Company's or the Subsidiary Guarantor's obligations to Holders of the Notes in the case of a merger or consolidation or sale of all or substantially all of the Company's or the Subsidiary Guarantor's assets; (4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not materially and adversely affect the legal rights under this Indenture of any such Holder; or (g5) to allow any Subsidiary Guarantor comply with requirements of the Commission in order to execute a supplemental indenture and/or a Subsidiary Guarantee with respect to effect or maintain the Notesqualification of this Indenture under the TIA. Upon the request of the Company Company, accompanied by a resolution of its Board of Directors Resolution authorizing the execution of any such amended or supplemental Indentureindenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof9.6, the Trustee shall join with the Company and the Subsidiary Guarantors 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 which may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental Indenture that indenture which adversely affects its own rights, duties or immunities under this Indenture hereunder or otherwise. The Company will inform the Luxembourg Stock Exchange of any of the foregoing amendments, supplements and waivers and provide, if necessary, a supplement to the Offering Memorandum setting forth reasonable details in connection with any such amendments, supplements or waivers.

Without Consent of Holders of Notes. (a) Notwithstanding Section 9.02 of this Indenture9.02, the Company, the Subsidiary Guarantors and the Trustee may amend or supplement this Indenture, the Subsidiary Guarantees Guarantees, the Notes or the Notes Security Documents without the consent of any Holder of a Note: (a1) to cure any ambiguity, defect or inconsistency in the Indenture; provided that such amendments do not adversely affect the interests of the Holders in any material respectinconsistency; (b) comply with the provisions of Article 5 hereof; (c) comply with any requirements of the SEC in connection with the qualification of the Indenture under the Trust Indenture Act; (d) evidence and provide for the acceptance of appointment by a successor Trustee; or (e) make any change that, in the good faith opinion of the Board of Directors, does not materially and adversely affect the rights of any Holder; (f2) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3) to provide for the assumption of the Company's obligations to Holders of Notes in the case of a merger or consolidation or sale of all or substantially all of the Company's assets; (4) to make any change that would provide any additional rights or benefits to the Holders of Notes or to alter the provisions of Article 2 hereof (including the related definitions) in a manner that does would not materially and adversely affect the legal rights under this Indenture of any such Holder; or; (g5) to comply with requirements of the Commission in order to effect or maintain the qualification of this Indenture under the TIA; (6) to allow any Subsidiary Guarantor to execute a supplemental indenture and/or a Subsidiary Guarantee with respect to the Notes. ; or (7) if necessary, in connection with any addition or release of Collateral permitted under the terms of this Indenture or the Security Documents. (b) Upon the request of the Company accompanied by a resolution of its the Board of Directors authorizing the execution of any such amended or supplemental Indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof7.02, the Trustee shall join with the Company and the 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. (c) The Company shall be entitled to releases of the Collateral or the Guarantees as described in Sections 10.03, 11.05 and 11.06.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture, the Company, the Subsidiary Guarantors and the Trustee may amend or supplement this Indenture, the Subsidiary Note Guarantees or the Notes without the consent of any Holder of a Note: (a1) to cure any ambiguity, defect or inconsistency in the Indenture; provided that such amendments do not adversely affect the interests of the Holders in any material respectinconsistency; (b) comply with the provisions of Article 5 hereof; (c) comply with any requirements of the SEC in connection with the qualification of the Indenture under the Trust Indenture Act; (d) evidence and provide for the acceptance of appointment by a successor Trustee; or (e) make any change that, in the good faith opinion of the Board of Directors, does not materially and adversely affect the rights of any Holder; (f2) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3) to provide for the assumption of the Company's or a Guarantor's obligations to the Holders of the Notes by a successor to the Company or Guarantor pursuant to Article 5 or Article 10 hereof; (4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or to alter the provisions of Article 2 hereof (including the related definitions) in a manner that does not materially and adversely affect the legal rights hereunder of any such Holder; (5) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; or (g6) to allow any Subsidiary Guarantor to execute a supplemental indenture and/or a Subsidiary 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 Indenture, and upon receipt by the Trustee of the documents described in Section 7.02 9.06 hereof, the Trustee shall will join with the Company and the 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 will not be obligated to enter into such amended or supplemental Indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture, the Company, the Subsidiary Guarantors and the Trustee may amend or supplement this Indenture, the Subsidiary Guarantees or the Notes without the consent of any Holder of a Noteto: (a) cure any ambiguity, defect or inconsistency in the Indenture; provided that such amendments do not adversely affect the interests of the Holders in any material respectinconsistency; (b) comply with the provisions of Article 5 hereof; (c) comply with any requirements of the SEC in connection with the qualification of the Indenture under the Trust Indenture Act; (d) evidence and provide for the acceptance of appointment by a successor Trustee; or (e) make any change that, in the good faith opinion of the Board of Directors, does not materially and adversely affect the rights of any Holder; (f) to provide for uncertificated Notes in addition to to, or in place of of, certificated Notes or to alter the provisions of Article 2 or the Appendix hereof relating to the form of the Notes (including the related definitions) in a manner that does not materially and adversely affect the legal rights of any Holder; or; (c) provide for the assumption of the Company’s, Holdings’ or a Guarantor’s obligations to the Holders by a successor to the Company, Holdings or a Guarantor pursuant to Article 5 or Article 11 hereof, (d) make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights hereunder of any Holder; (e) comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; (f) provide for the issuance of Notes issued after the Issue Date in accordance with the limitations set forth in this Indenture; (g) to allow any Subsidiary Guarantor to execute a supplemental indenture and/or a Subsidiary Guarantee with respect to the Notes; provided, however, that any such supplemental indenture and/or Guarantee need only be executed by the Company, such Guarantor and the Trustee; (h) 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 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 Indenture, 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 Sections 7.02 and 13.04 hereof, the Trustee shall join with the Company Company, Holdings and the 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 9.02 of this Indenture9.02, the Company, the Subsidiary Guarantors Guarantors, any other obligor under the Notes and the Trustee may modify, supplement or amend or supplement this Indenture, the Subsidiary Guarantees Indenture or the Notes without the consent of any Holder of a Note: (a1) to cure any ambiguity, omission, defect or inconsistency inconsistency, as evidenced to the Trustee in the Indenturean Officers’ Certificate; provided that such amendments do modification shall not adversely affect the interests Holders of the Holders Notes in any material respect; (b2) comply with to provide for the provisions assumption of the obligations of the Company or any Guarantor pursuant to Article 5 hereofFive; (c3) comply with any requirements to establish the forms or terms of the SEC in connection with the qualification of the Indenture Notes issued under the Trust Indenture Actthis Indenture; (d4) to evidence and provide for the acceptance of or appointment by a separate Trustee or successor Trustee; orTrustee with respect to the Notes or otherwise; (e5) make to reflect the addition or release of any change thatGuarantor from its Guarantee of the Notes, in the good faith opinion manner provided in this Indenture, or to secure any of the Board of Directors, does not materially and adversely affect Notes or the rights of any HolderGuarantees; (f6) to provide for uncertificated Notes in addition to certificated Notes; (7) to mortgage, pledge, hypothecate or grant a security interest in favor of the Trustee for the benefit of the Holders of the Notes as additional security for the payment and performance of the Company’s and any Guarantor’s obligations under this Indenture, in any property or assets, including any of which are required to be mortgaged, pledged or hypothecated, or in place which a security interest is required to be granted to or for the benefit of certificated the Trustee pursuant to this Indenture or otherwise; (8) to comply with the rules of any applicable Depositary; (9) to conform the text of this Indenture, the Notes or the Guarantees to alter any provision of the provisions “Description of Article 2 hereof Notes” section in the Offering Memorandum; or (including 10) to make any change that would provide any additional benefit to the related definitions) in a manner Holders of the Notes or that does not materially and adversely affect the rights of any Holder; orHolder in any material respect. (gb) to allow any Subsidiary 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 IndentureCompany, and upon receipt by the Trustee of the documents described in Section 7.02 hereof12.04 and Section 9.06, the Trustee shall join with the Company and the Subsidiary Guarantors each 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 9.02 of this Indenture, the Company, the Subsidiary Guarantors Company and the Trustee may amend or supplement this Indenture, the Subsidiary Guarantees Indenture or the Notes without the consent of any Holder of a Note: (ai) to cure any ambiguity, defect or inconsistency in the Indenture; provided that such amendments do not adversely affect the interests of the Holders in any material respectinconsistency; (b) comply with the provisions of Article 5 hereof; (c) comply with any requirements of the SEC in connection with the qualification of the Indenture under the Trust Indenture Act; (d) evidence and provide for the acceptance of appointment by a successor Trustee; or (e) make any change that, in the good faith opinion of the Board of Directors, does not materially and adversely affect the rights of any Holder; (fii) to provide for uncertificated Notes in addition to or in place of certificated Notes; (iii) to provide for the assumption of the Company’s obligations to the Holders of the Notes in the case of a merger or consolidation or sale of all or substantially all of the Company’s assets pursuant to Article 5 hereof; (iv) to make any change that would provide any additional rights or benefits to the Holders of the Notes or to alter the provisions of Article 2 hereof (including the related definitions) in a manner that does not materially and adversely affect the legal rights hereunder of any HolderHolder of a Note, to secure the Notes, or to confirm and evidence the release termination or discharge of any Lien securing the Notes which release, termination or discharge is permitted by this Indenture; (v) to provide for the issuance of Additional Notes in accordance with the provisions set forth herein; or (gvi) to allow any Subsidiary Guarantor comply with requirements of the Commission in order to execute effect or maintain the qualification of this Indenture under the TIA. After an amendment under this Indenture becomes effective, the Company is to mail to Holders of the Notes a supplemental indenture and/or a Subsidiary Guarantee with respect notice briefly describing such amendment. However, the failure to give such notice to all Holders of the Notes, or any defect therein, will not impair or affect the validity of the amendment. Upon (x) the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indenture, indenture and upon (y) receipt by the Trustee of the documents described in Section 7.02 (b) hereof, the Trustee shall will join with the Company and the Subsidiary Guarantors in the execution of any amended or supplemental Indenture indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee 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 9.02 of this Indenture, the Company, the Subsidiary Guarantors and the Trustee may amend or supplement this Indenture, the Subsidiary Guarantees Notes or the Notes Note Guarantees without the consent of any Holder of a NoteNotes: (a1) to cure any ambiguity, defect or inconsistency in the Indenture; provided that such amendments do not adversely affect the interests of the Holders in any material respectinconsistency; (b) comply with the provisions of Article 5 hereof; (c) comply with any requirements of the SEC in connection with the qualification of the Indenture under the Trust Indenture Act; (d) evidence and provide for the acceptance of appointment by a successor Trustee; or (e) make any change that, in the good faith opinion of the Board of Directors, does not materially and adversely affect the rights of any Holder; (f2) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3) to provide for the assumption of the Company’s or any Guarantor’s obligations to the Holders of the Notes and Note Guarantees by a successor to the Company or such Guarantor pursuant to Article 5 or Article 10 hereof; (4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or to alter the provisions of Article 2 hereof (including the related definitions) in a manner that does not materially and adversely affect the legal rights hereunder of any Holder; (5) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; (6) to conform the text of this Indenture, the Notes or the Note Guarantees to any provision of the “Description of Notes” section of the Company’s Offering Circular dated July 28, 2005, relating to the initial offering of the Notes, to the extent that such provision in that “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Notes or the Note Guarantees; (7) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereof; or (g) 8) to allow any Subsidiary Guarantor to execute a supplemental indenture and/or a Subsidiary notation of Note Guarantee with respect to providing a Guarantee of 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 7.02 hereof, the Trustee shall will join with the Company and the Subsidiary Guarantors in the execution of any amended or supplemental Indenture indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee 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. The consent of the Holders of the Notes will not be necessary to approve the particular form of any proposed amendment. It will be sufficient if such consent approves the substance of the proposed amendment.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture9.02, the Company, the Subsidiary Guarantors and the Trustee may amend or supplement this Indenture, the Subsidiary Guarantees or the Notes without the consent of any Holder of a Note: (a) to cure any ambiguity, defect or inconsistency in the Indenture; provided that such amendments do not adversely affect the interests of the Holders in any material respectinconsistency; (b) comply with the provisions of Article 5 hereof; (c) comply with any requirements of the SEC in connection with the qualification of the Indenture under the Trust Indenture Act; (d) evidence and provide for the acceptance of appointment by a successor Trustee; or (e) make any change that, in the good faith opinion of the Board of Directors, does not materially and adversely affect the rights of any Holder; (f) 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 and adversely affect any Holder; (c) to provide for the assumption of the Company's or a Guarantor's obligations to the Holders of the Notes by a successor to the Company or a Guarantor pursuant to Article 5 or Article 11; (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 Holder; orHolder of the Note; (ge) to comply with requirements of the Commission in order to effect or maintain the qualification of this Indenture under the TIA; (f) to allow any Subsidiary Guarantor to execute a supplemental indenture and/or a Subsidiary Guarantee with respect to the NotesNotes or to provide for the release of a Guarantee in compliance with this Indenture; or (g) to evidence and provide for the acceptance of appointment under this Indenture of a successor Trustee. 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 Section 7.02 hereofand 9.06, the Trustee shall join with the Company and the 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. Notwithstanding Section 9.02 of this Indenture, the Company, the Subsidiary Guarantors Company and the Trustee may amend or supplement this Indenture, the Subsidiary Guarantees Indenture or the Notes without the consent of any Holder of a Note: (a) to cure any ambiguity, defect or inconsistency in the Indenture; provided that such amendments do not adversely affect the interests of the Holders in any material respectinconsistency; (b) comply with the provisions of Article 5 hereof; (c) comply with any requirements of the SEC in connection with the qualification of the Indenture under the Trust Indenture Act; (d) evidence and provide for the acceptance of appointment by a successor Trustee; or (e) make any change that, in the good faith opinion of the Board of Directors, does not materially and adversely affect the rights of any Holder; (f) to provide for uncertificated Notes in addition to or in place of certificated Notes; (c) to provide for the assumption of the Company’s or any Guarantor’s obligations to the Holders of the Notes by a successor to the Company pursuant to Article 5; (d) to make any change that would provide any additional rights or benefits to the Holders of the Notes or to alter the provisions of Article 2 hereof (including the related definitions) in a manner that does not materially and adversely affect the legal rights hereunder of any such Holder; (e) to comply with requirements of the Commission in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act; (f) to add a Guarantor pursuant to Section 10.02; orand (g) to allow any Subsidiary Guarantor evidence and provide the acceptance of the appointment of a successor Trustee pursuant to execute a supplemental indenture and/or a Subsidiary Guarantee with respect to the NotesSection 7.08. 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 7.02 hereof7.02, the Trustee shall join with the Company and the Subsidiary Guarantors in the execution of any amended or supplemental Indenture indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee 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. After an amendment or supplement under this Section becomes effective, the Company shall mail to the Holders a notice briefly describing the amendment or supplement. Any failure of the Company to mail such notice to all Holders, or any defect therein, shall not, however, in any way impair or affect the validity of such amended or supplemental indenture.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture, the Company, the Subsidiary Guarantors and the Trustee may amend or supplement this Indenture, the Subsidiary Guarantees or the Notes without the consent of any Holder of a Note: (a) to cure any ambiguity, defect or inconsistency in the Indenture; provided that such amendments do not adversely affect the interests or to make a modification of the Holders in any material respecta formal, minor or technical nature or to correct a manifest error; (b) comply with the provisions of Article 5 hereof; (c) comply with any requirements of the SEC in connection with the qualification of the Indenture under the Trust Indenture Act; (d) evidence and provide for the acceptance of appointment by a successor Trustee; or (e) make any change that, in the good faith opinion of the Board of Directors, does not materially and adversely affect the rights of any Holder; (f) 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 and adversely affect the rights of any Holder; or; (c) to comply with Section 5.01 hereof; (d) to provide for the assumption of the Company's or a Guarantor's obligations to the Holders of the Notes by a successor to the Company pursuant to Article 5 or hereof; (e) to add Guarantees with respect to the Notes or to secure the Notes; (f) 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; (g) to allow make any Subsidiary Guarantor to execute a supplemental indenture and/or a Subsidiary Guarantee with respect change that would provide any additional rights or benefits to the NotesHolders of the Notes or that does not adversely affect the legal rights hereunder of any Holder of the Note; (h) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; (i) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee pursuant to the requirements hereof; or (j) to provide for the issuance of exchange or private exchange notes. 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 Indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Company and the 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. Notwithstanding Section 9.02 of this Indenture, the Company, the Subsidiary Guarantors and the Trustee may amend or supplement this Indenture, the Subsidiary Guarantees, the Mirror Notes, the Mirror Note Pledge Agreements, the Mirror Note Guarantees or the Notes without the consent of any Holder of a Note: (a1) to cure any ambiguity, defect or inconsistency in the Indenture; provided that such amendments do not adversely affect the interests of the Holders in any material respectinconsistency; (b) comply with the provisions of Article 5 hereof; (c) comply with any requirements of the SEC in connection with the qualification of the Indenture under the Trust Indenture Act; (d) evidence and provide for the acceptance of appointment by a successor Trustee; or (e) make any change that, in the good faith opinion of the Board of Directors, does not materially and adversely affect the rights of any Holder; (f2) to provide for uncertificated Notes in addition to or in place of certificated Notes Notes; (3) to provide for the assumption of the Company's, a Mirror Note Issuer's or a Guarantor's obligations pursuant to this Indenture, a Subsidiary Guarantee, a Mirror Note or a Mirror Note Guarantee as the case may be, by a successor to the Company, such Mirror Note Issuer or such Guarantor pursuant to Article V hereof or to alter comply with Section 4.15; (4) to release any Guarantor from its obligations under its Subsidiary Guarantee or Mirror Note Guarantee (to the provisions of Article 2 hereof extent permitted by this Indenture); (including 5) to make any change that would provide any additional rights or benefits to the related definitions) in a manner Holders or that does not materially and adversely affect the legal rights hereunder of any such Holder; or (g6) to allow any Subsidiary Guarantor comply with requirements of the SEC in order to execute a supplemental indenture and/or a Subsidiary Guarantee with respect to effect or maintain the Notesqualification of this Indenture under the TIA. 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 7.02 hereof9.6 of the Base Indenture, the Trustee shall will join with the Company and the Subsidiary Guarantors in the execution of any amended or supplemental Indenture indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee 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 9.02 of this Indenturehereof, the Company, the Subsidiary Guarantors and the Trustee may amend or supplement this Indenture, the Subsidiary Guarantees or the Notes Documents without the consent of any Holder of a Note: (a1) to cure any ambiguity, defect or inconsistency in the Indenture; provided that such amendments do not adversely affect the interests of the Holders in any material respectinconsistency; (b) comply with the provisions of Article 5 hereof; (c) comply with any requirements of the SEC in connection with the qualification of the Indenture under the Trust Indenture Act; (d) evidence and provide for the acceptance of appointment by a successor Trustee; or (e) make any change that, in the good faith opinion of the Board of Directors, does not materially and adversely affect the rights of any Holder; (f2) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3) to provide for the assumption of the Company’s or a Guarantor’s obligations to the Holders of the Notes and Note Guarantees by a successor to the Company or such Guarantor pursuant to alter Article 5 or Article 10 hereof; (4) to make any change that would provide any additional rights or benefits to the provisions of Article 2 hereof (including the related definitions) in a manner Holders or that does not materially and adversely affect the legal rights under this Indenture of any Holdersuch Holder as determined by the Board of Directors evidenced by a resolution thereof and Officers’ Certificate delivered to the Trustee; (5) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; (6) to conform the text of this Indenture, the Note Guarantees, the Notes or the Collateral Documents to any provision of the “Description of Notes” section of the Company’s Offering Memorandum dated December 12, 2011, 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 hereof or thereof; or (g7) to allow any Subsidiary Guarantor to execute a supplemental indenture and/or a Subsidiary 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 7.02 hereof, the Trustee shall will join with the Company and the Subsidiary Guarantors in the execution of any amended or supplemental Indenture indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee 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 9.02 of this Indenture, the Company, the Subsidiary Guarantors and the Trustee may amend or supplement this Indenture, the Subsidiary Notes and the Guarantees or the Notes without the consent of any Holder of a Note: (a) to cure any ambiguity, defect or inconsistency in the Indenture; provided that such amendments do not adversely affect the interests of the Holders in any material respectinconsistency; (b) comply with the provisions of Article 5 hereof; (c) comply with any requirements of the SEC in connection with the qualification of the Indenture under the Trust Indenture Act; (d) evidence and provide for the acceptance of appointment by a successor Trustee; or (e) make any change that, in the good faith opinion of the Board of Directors, does not materially and adversely affect the rights of any Holder; (f) 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 and adversely affect any Holder; (c) to provide for the assumption of the Company's or a Guarantor's obligations to the Holders of the Notes pursuant to Article 5 or 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 of any Holder; orHolder of the Note; (f) to comply with Article 10 hereof; (g) to allow add any Guarantor or to release any Subsidiary Guarantor from its Subsidiary Guarantee, in each as provided in this Indenture; (h) to execute a supplemental indenture and/or a Subsidiary Guarantee with respect 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 (i) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA. 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 7.02 hereof, the Trustee shall join with the Company and the Subsidiary Guarantors in the execution of any amended or supplemental Indenture indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental Indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture, the Company, the Subsidiary Guarantors and the Trustee may amend or supplement this Indenture, the Subsidiary Guarantees Indenture or the Notes without the consent of any Holder of a Noteto: (a) cure any ambiguity, defect or inconsistency in the Indenture; provided that such amendments do not adversely affect the interests of the Holders in any material respectinconsistency; (b) comply with the provisions of Article 5 hereof; (c) comply with any requirements of the SEC in connection with the qualification of the Indenture under the Trust Indenture Act; (d) evidence and provide for the acceptance of appointment by a successor Trustee; or (e) make any change that, in the good faith opinion of the Board of Directors, does not materially and adversely affect the rights of any Holder; (f) 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 to alter the provisions of Article 2 hereof (including the related definitions) in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code; (c) provide for the assumption by a Surviving Person of the obligations of the Company under this Indenture as contemplated by Article 5 hereof; (d) make any change that would provide any additional rights or benefits to the Holders or that does not materially and adversely affect the legal rights hereunder of any such Holder; (e) provide for or confirm the issuance of Additional Notes in accordance with this Indenture; (f) to comply with any requirement of the Commission in order to effect or maintain the qualification of this Indenture under the TIA; (g) add additional Guarantees or additional obligors with respect to the Notes or release Guarantors from Subsidiary Guarantees as permitted by the terms of this Indenture; or (gh) to allow any Subsidiary Guarantor to execute a supplemental indenture and/or a Subsidiary Guarantee with respect to secure 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 Indentureindenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall will join with the Company and the Subsidiary Guarantors in the execution of any amended or supplemental Indenture indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee 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 9.02 of this Indenture8.02, the CompanyIssuers, the Subsidiary Guarantors and the Trustee may amend or supplement the Base Indenture (as it relates to the Notes), this Indenture, the Subsidiary Guarantees Supplemental Indenture or the Notes without the consent of any Holder of a Note: (a1) to cure any ambiguity, defect or inconsistency in the Indenture; provided that such amendments do not adversely affect the interests of the Holders in any material respectinconsistency; (b) comply with the provisions of Article 5 hereof; (c) comply with any requirements of the SEC in connection with the qualification of the Indenture under the Trust Indenture Act; (d) evidence and provide for the acceptance of appointment by a successor Trustee; or (e) make any change that, in the good faith opinion of the Board of Directors, does not materially and adversely affect the rights of any Holder; (f2) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3) to provide for the assumption of an Issuer’s obligations to the Holders of Notes pursuant to Article Five; (4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder of any Holder; (5) to secure the Notes or the 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 alter evidence the provisions of Article 2 hereof (including the related definitions) in a manner that does not materially and adversely affect the rights release of any Holder; orGuarantor from its Subsidiary Guarantee, in each case, in accordance with Article Nine; (g8) to comply with requirements of the Commission in order to effect or maintain the qualification of this Indenture with respect to the Notes under the Trust Indenture Act; (9) to allow any Subsidiary Guarantor evidence or provide for the acceptance of appointment under this Supplemental Indenture and the Base Indenture (as it relates to execute the Notes) of a supplemental indenture and/or a Subsidiary Guarantee successor Trustee with respect to the Notes; (10) to provide for the reorganization of the Company as any other form of entity in accordance with Section 5.01(c); or (11) to conform the text of the Base Indenture (as it relates to the Notes), this Supplemental Indenture or the Notes to any provision of the section entitled “Description of Notes” in the prospectus supplement relating to the Notes dated January 18, 2023. 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 7.02 hereof8.06, the Trustee shall join with the Company Issuers and the Subsidiary Guarantors in the execution of any amended or supplemental Indenture indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental Indenture indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Senior Discount Indenture, the Company, the Subsidiary Guarantors Issuers and the Trustee may amend or supplement this Indenture, the Subsidiary Guarantees Senior Discount Indenture or the Senior Discount Notes or the Senior Discount Note Guarantees without the consent of any Holder of a NoteSenior Discount Notes: (a1) to cure any ambiguity, defect or inconsistency in the Indenture; provided that such amendments do not adversely affect the interests of the Holders in any material respectinconsistency; (b) comply with the provisions of Article 5 hereof; (c) comply with any requirements of the SEC in connection with the qualification of the Indenture under the Trust Indenture Act; (d) evidence and provide for the acceptance of appointment by a successor Trustee; or (e) make any change that, in the good faith opinion of the Board of Directors, does not materially and adversely affect the rights of any Holder; (f2) to provide for uncertificated Senior Discount Notes in addition to or in place of certificated Senior Discount Notes; (3) to provide for the assumption of either Issuer's obligations to the Holders of the Senior Discount Notes by a successor to the Issuers pursuant to Article 5; (4) to make any change that would provide any additional rights or benefits to the Holders of the Senior Discount Notes or to alter the provisions of Article 2 hereof (including the related definitions) in a manner that does not materially and adversely affect the legal rights hereunder of any Holder; (5) to comply with requirements of the SEC in order to effect or maintain the qualification of this Senior Discount Indenture under the TIA; or (g6) to allow any Subsidiary Guarantor add a guarantee of the Senior Discount Notes or to execute a supplemental indenture and/or a Subsidiary Guarantee with respect to release the Notesguarantee of Vanguard. Upon the request of the Company Issuers accompanied by a resolution of its their Board of Directors authorizing the execution of any such amended or supplemental Indentureindenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall will join with the Company and the Subsidiary Guarantors Issuers in the execution of any amended or supplemental Indenture indenture authorized or permitted by the terms of this Senior Discount 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 Senior Discount Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture9.2 hereof, the Company, the Subsidiary Guarantors Parent and the Trustee may amend or supplement this Indenture, the Subsidiary Guarantees Notes or the Notes Parent Guarantee, without the consent of any Holder of a Note: (a) to cure any ambiguity, defect or inconsistency in the Indenture; provided that such amendments do not adversely affect the interests of the Holders in any material respectinconsistency; (b) comply with the provisions of Article 5 hereof; (c) comply with any requirements of the SEC in connection with the qualification of the Indenture under the Trust Indenture Act; (d) evidence and provide for the acceptance of appointment by a successor Trustee; or (e) make any change that, in the good faith opinion of the Board of Directors, does not materially and adversely affect the rights of any Holder; (f) to provide for uncertificated Notes in addition to or in place of certificated Notes; (c) to provide for the assumption of the Company's obligations to the Holders of the Notes in the case of a merger or consolidation pursuant to Article V hereof; (d) to provide for additional Guarantors as set forth in Section 4.15 hereof or for the release or assumption of a Guarantee in compliance with this Indenture; (e) to make any change that would provide any additional rights or benefits to the Holders of the Notes or to alter the provisions of Article 2 hereof (including the related definitions) in a manner that does not materially and adversely affect the rights hereunder of any Holder; orHolder of the Note; (f) to comply with the provisions of the Depositary, Euroclear or Clearstream or the Trustee with respect to the provisions of this Indenture or the Notes relating to transfers and exchanges of Notes or beneficial interests therein; (g) to allow any Subsidiary Guarantor comply with requirements of the Commission in order to execute a supplemental indenture and/or a Subsidiary Guarantee effect or maintain the qualification of this Indenture under the TIA; or (h) to provide for the issuance of Additional Notes in accordance with respect to the Noteslimitations set forth in this Indenture as of the date 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 Indentureindenture, and upon receipt by the Trustee of the documents described in Section 7.02 9.6 hereof, the Trustee shall join with the Company and the Subsidiary Guarantors in the execution of any amended or supplemental Indenture indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental Indenture indenture that adversely affects its own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental indenture.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture, the Company, the Subsidiary Guarantors Company and the Trustee may amend or supplement this Indenture, the Subsidiary Guarantees Notes, the Collateral Agreement or the Notes Depositary Agreement without the consent of any Holder of a Note: (a1) to cure any ambiguity, defect or inconsistency in the Indenture; provided that such amendments do not adversely affect the interests of the Holders in any material respectinconsistency; (b) comply with the provisions of Article 5 hereof; (c) comply with any requirements of the SEC in connection with the qualification of the Indenture under the Trust Indenture Act; (d) evidence and provide for the acceptance of appointment by a successor Trustee; or (e) make any change that, in the good faith opinion of the Board of Directors, does not materially and adversely affect the rights of any Holder; (f2) 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 and adversely affect any Holder; (3) to provide for the assumption of the Company's obligations to the Holders of Notes by a successor to the Company pursuant to Article 5 hereof; (4) to make any change that would provide any additional rights or benefits to the Holders of Notes or that does not adversely affect the legal rights hereunder of any HolderHolder of a Note, as evidenced by an Opinion of Counsel; (5) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; or (g6) to allow conform the text of this Indenture to or the Notes to any Subsidiary Guarantor provision of the Offering Circular under the caption "Description of Notes," to execute the extent that such provision was intended to be a supplemental indenture and/or verbatim recitation of a Subsidiary Guarantee with respect to provision of this Indenture 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 7.02 9.06 hereof, the Trustee shall will join with the Company and the Subsidiary Guarantors in the execution of any amended or supplemental Indenture indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee 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 limiting the generality of the foregoing, if the TIA as in effect at the date of the execution and delivery of this Indenture or at any time thereafter becomes amended and if any such amendment requires one or more changes to any of the provisions hereof or the inclusion herein of any additional provisions, or by operation of law is deemed to effect such changes or incorporate such provisions by reference or otherwise, this Indenture shall be deemed to have been amended so as to conform to such amendment to the TIA, and the Company and the Trustee may, without the consent of any Holders, enter into a supplemental indenture to effect or evidence such changes or additional provisions.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture, the Company, the Subsidiary Guarantors and the Trustee may amend or supplement this Indenture, the Subsidiary Guarantees Indenture or the Notes without the consent of any Holder of a Note: (a1) to cure any ambiguity, defect or inconsistency in the Indenture; provided that such amendments do not adversely affect the interests of the Holders in any material respectinconsistency; (b) comply with the provisions of Article 5 hereof; (c) comply with any requirements of the SEC in connection with the qualification of the Indenture under the Trust Indenture Act; (d) evidence and provide for the acceptance of appointment by a successor Trustee; or (e) make any change that, in the good faith opinion of the Board of Directors, does not materially and adversely affect the rights of any Holder; (f2) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3) to provide for the assumption of the Company's obligations to Holders of Notes in the case of a merger or consolidation or sale of all or substantially all of the Company's assets; (4) to make any change that would provide any additional rights or benefits to the Holders of Notes or to alter the provisions of Article 2 hereof (including the related definitions) in a manner that does not materially and adversely affect the legal rights under this Indenture of any Holder; or; (g5) to comply with requirements of the Commission in order to effect or maintain the qualification of this Indenture under the TIA; (6) to provide for the issuance of Additional Notes in accordance with the limitation set forth in this Indenture as of the date hereof; (7) to release a Guarantor from its obligation under its Subsidiary Guarantee or this Indenture in accordance with the terms of this Indenture; (8) to allow any Subsidiary Guarantor to execute a supplemental indenture and/or a Subsidiary Guarantee with respect to the Notes; or (9) to evidence and provide the acceptance of the appointment of a successor Trustee under 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 Indenture, and upon receipt by the Trustee of the documents described in Section 7.02 Sections 7.02(b) and 9.06 hereof, the Trustee shall will join with the Company and the 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 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 9.02 of this Indenture, the Company, the Subsidiary Guarantors Company and the Trustee may amend or supplement this Indenture, the Subsidiary Guarantees Indenture or the Notes without the consent of any Holder of a Note: (a) to cure any ambiguity, defect or inconsistency in the Indenture; provided that such amendments do not adversely affect the interests of the Holders in any material respectinconsistency; (b) comply with the provisions of Article 5 hereof; (c) comply with any requirements of the SEC in connection with the qualification of the Indenture under the Trust Indenture Act; (d) evidence and provide for the acceptance of appointment by a successor Trustee; or (e) make any change that, in the good faith opinion of the Board of Directors, does not materially and adversely affect the rights of any Holder; (f) to provide for uncertificated Notes in addition to or in place of certificated Notes (provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code) or to alter the provisions of Article 2 or the Appendix hereof relating to the form of the Notes (including the related definitions) in a manner that does not materially and adversely affect any Holder; (c) to provide for the assumption of the Company’s obligations to the Holders of the Notes by a successor to the Company pursuant to Article 5 hereof; (d) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder of any HolderHolder of the Notes; (e) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; (f) to provide for the issuance of Notes issued after the Issue Date in accordance with the limitations set forth in this Indenture; or (g) to allow any Subsidiary Guarantor to execute a supplemental indenture and/or a Subsidiary Guarantee add guarantees 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 Indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Company and the 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. Notwithstanding Section 9.02 of this Indenture, the Company, the Subsidiary Guarantors Company and the Trustee may amend or supplement this Indenture, the Subsidiary Guarantees Indenture or the Notes without the consent of any Holder of a NoteNotes affected by the modification or amendments in order to: (a) cure any ambiguity, omission, defect or inconsistency in the Indenture; provided that such amendments do not adversely affect the interests of the Holders in any material respectinconsistency; (b) comply with conform to the provisions text of Article 5 hereofthis Indenture, including any supplemental indenture, or the Notes to any corresponding provision of the “Description of the Notes” contained in the prospectus supplement relating to the Initial Notes or the “Description of Debt Securities” found in the accompanying prospectus; (c) comply with any requirements provide for the issuance of the SEC in connection with the qualification of the Indenture under the Trust Indenture ActAdditional Notes; (d) evidence and provide for the acceptance assumption of appointment by the Company’s obligations in the case of a successor Trustee; ormerger or consolidation and the Company’s discharge upon such assumption provided that Article V hereof is complied with; (e) add covenants or make any change that, in that would provide any additional rights or benefits to the good faith opinion Holders of the Board of Directors, does not materially and adversely affect the rights of any HolderNotes; (f) add guarantees with respect to the Notes or release a Guarantor in accordance with this Indenture; (g) provide for uncertificated Notes in addition to or in place of certificated Notes Notes; (h) secure the Notes; (i) add or appoint a successor or separate trustee; (j) obtain to alter or maintain the provisions qualification of Article 2 hereof this Indenture under the TIA; or (including the related definitionsk) in a manner make any other change that does not materially and adversely affect the rights of any Holder; or (g) to allow any Subsidiary Guarantor to execute a supplemental indenture and/or a Subsidiary Guarantee with respect to the Holder of 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 Indentureindenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall will join with the Company and the Subsidiary Guarantors in the execution of any amended or supplemental Indenture indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee 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 9.02 of this Indenture, the Company, the Subsidiary Guarantors and the Trustee may amend or supplement this Indenture, the Subsidiary Note Guarantees or the Notes without the consent of any Holder of a Note: (a) to cure any ambiguity, defect or inconsistency in the Indenture; provided that such amendments do not adversely affect the interests of the Holders in any material respectinconsistency; (b) comply with the provisions of Article 5 hereof; (c) comply with any requirements of the SEC in connection with the qualification of the Indenture under the Trust Indenture Act; (d) evidence and provide for the acceptance of appointment by a successor Trustee; or (e) make any change that, in the good faith opinion of the Board of Directors, does not materially and adversely affect the rights of any Holder; (f) 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 and adversely affect any Holder; (c) to provide for the assumption of the Company's or a Guarantor's obligations to the Holders of the Notes by a successor to the Company or any Guarantor pursuant to Article 5 or 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 of any HolderHolder of the Notes; (e) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; or (gf) to allow any Subsidiary Guarantor to execute a supplemental indenture and/or a Subsidiary 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 Indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Company and the 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. Notwithstanding Section 9.02 of this Indenture, the Company, the Subsidiary Guarantors Company and the Trustee may amend or supplement this Indenture, the Subsidiary Guarantees Indenture or the Notes of one or more Series without the consent of any Holder of a Note: (a1) to cure any ambiguity, defect or inconsistency in the Indenture; provided that such amendments do not adversely affect the interests of the Holders in any material respectinconsistency; (b) comply with the provisions of Article 5 hereof; (c) comply with any requirements of the SEC in connection with the qualification of the Indenture under the Trust Indenture Act; (d) evidence and provide for the acceptance of appointment by a successor Trustee; or (e) make any change that, in the good faith opinion of the Board of Directors, does not materially and adversely affect the rights of any Holder; (f2) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3) to provide for the assumption of the Company’s obligations to the Holders of the Notes of a given Series by a successor to the Company pursuant to Article 5 hereof; (4) to make any change that would provide any additional rights or benefits to alter the Holders of Notes of a given Series or that does not adversely affect the legal rights hereunder of any Holder of a Note of such Series in any material respect; (5) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; (6) to provide for the 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 provisions of Article 2 hereof (including this Indenture as shall be necessary to provide for or facilitate the related definitions) in a manner that does not materially and adversely affect administration of the rights of any Holdertrusts hereunder by more than one Trustee; or (g) 8) to allow comply with the rules of any Subsidiary Guarantor to execute a supplemental indenture and/or a Subsidiary Guarantee with respect to securities exchange or automated quotation system on which the NotesNotes of such Series may be listed 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 Sections 7.02 and 9.06 hereof, the Trustee shall will join with the Company and the Subsidiary Guarantors in the execution of any amended or supplemental Indenture indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee 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 9.02 of this Indenture, the Company, the Subsidiary Guarantors Issuers and the Trustee may amend or supplement this Indenture, the Subsidiary Guarantees Indenture or the Notes without the consent of any Holder of a Note: (a1) to cure any ambiguity, defect or inconsistency in the Indenture; provided that such amendments do not adversely affect the interests of the Holders in any material respectinconsistency; (b) comply with the provisions of Article 5 hereof; (c) comply with any requirements of the SEC in connection with the qualification of the Indenture under the Trust Indenture Act; (d) evidence and provide for the acceptance of appointment by a successor Trustee; or (e) make any change that, in the good faith opinion of the Board of Directors, does not materially and adversely affect the rights of any Holder; (f2) 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 and adversely affect any Holder; (3) to provide for the assumption of the Issuers' obligations to the Holders of the Notes by a successor to the Issuers pursuant to Article 5 or Article 10 hereof; (4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder of any HolderHolder of the Note; (5) to comply with requirements of the Commission in order to effect or maintain the qualification of this Indenture under the TIA; (6) to conform the text of this Indenture or the Notes to any provision of the "Description of Notes" section of the Issuers' Offering Memorandum dated December 18, 2003, 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 or the Notes; (7) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereof; or (g) 8) to allow any Subsidiary Guarantor to execute a supplemental indenture to this Indenture and/or a Subsidiary Guarantee with respect to the Notes. Upon the request of the Company Issuers accompanied by a resolution of its Board of Directors Supervisors authorizing the execution of any such amended or supplemental Indentureindenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall will join with the Company Issuers and the Subsidiary Guarantors Guarantors, if any, 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. (a) Notwithstanding Section 9.02 of this Indenturehereof, the CompanyCo-Obligors, the Subsidiary Guarantors Guarantors, any other obligor under the Notes and the Trustee may modify or amend or supplement this Indenture, the Subsidiary Guarantees Indenture or the Notes without the consent of any Holder of a Note: (ai) to evidence the succession of another Person to the Company, Finance Corp. or a Subsidiary Guarantor, and the assumption by any such successor of the covenants of the Company, Finance Corp. or such Subsidiary Guarantor in this Indenture and in the Notes and in any Guarantee in accordance with Section 5.01 hereof; (ii) to add to the covenants of the Company, Finance Corp., any Subsidiary Guarantor or any other obligor upon the Notes for the benefit of the holders of the Notes or to surrender any right or power conferred upon the Company, Finance Corp. or any Subsidiary Guarantor or any other obligor upon the Notes, as applicable, in this Indenture, in the Notes or in any Guarantee; (iii) to cure any ambiguity, defect or inconsistency to correct or supplement any provision in this Indenture, the Notes or any Guarantee which may be defective or inconsistent with any other provision in this Indenture, the Notes or any Guarantee or make any other provisions with respect to matters or questions arising under this Indenture, the Notes or any Guarantee; provided that that, in each case, such amendments do provisions shall not adversely affect the interests interest of the Holders in any material respectholders of the Notes; (biv) to comply with the provisions of Article 5 hereof; (c) comply with any requirements of the SEC Commission in connection with order to effect or maintain the qualification of the this Indenture under the Trust Indenture Act; (dv) to add a Subsidiary Guarantor under this Indenture; (vi) to evidence and provide for the acceptance of the appointment by of a successor TrusteeTrustee under this Indenture; (vii) to mortgage, pledge, hypothecate or grant a security interest in favor of the Trustee for the benefit of the holders of the Notes as additional security for the payment and performance of the Company’s, Finance Corp.’s and any Subsidiary Guarantor’s obligations under this Indenture, in any property, or assets, including any of which are required to be mortgaged, pledged or hypothecated, or in which a security interest is required to be granted to the Trustee pursuant to this Indenture or otherwise; (viii) to provide for the issuance of Additional Notes under this Indenture in accordance with the limitations set forth in this Indenture; or (eix) make any change that, in to provide for the good faith opinion issuance of the Board Exchange Notes pursuant to the terms of Directorsthis Indenture. Notwithstanding the foregoing, does not materially and so long as the Credit Agreement is outstanding, no amendment may be made to the subordination provisions of this Indenture that adversely affect affects the rights of any Holder;holder of Senior Indebtedness then outstanding unless holders of such Senior Indebtedness (or any group or representative thereof authorized to give such consent) consent thereto. (fb) 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 and adversely affect the rights of any Holder; or (g) to allow any Subsidiary Guarantor to execute a supplemental indenture and/or a Subsidiary Guarantee with respect to the Notes. Upon the request of the Company Co-Obligors accompanied by a resolution of its Board their Boards of Directors authorizing the execution of any such amended or supplemental Indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Company and the Subsidiary Guarantors Co-Obligors 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 Article 9 of the Base Indenture and Section 9.02 of this Supplemental Indenture, without the consent of any Holder of Notes, the Company, the Subsidiary Guarantors and the Trustee may amend or supplement this Supplemental Indenture, the Subsidiary Guarantees Notes or the Notes without the consent of any Holder of a NoteSubsidiary Guarantees: (a1) to cure any ambiguity, mistake, defect or inconsistency in the Indenture; provided that such amendments do not adversely affect the interests of the Holders in any material respectinconsistency; (b) comply with the provisions of Article 5 hereof; (c) comply with any requirements of the SEC in connection with the qualification of the Indenture under the Trust Indenture Act; (d) evidence and provide for the acceptance of appointment by a successor Trustee; or (e) make any change that, in the good faith opinion of the Board of Directors, does not materially and adversely affect the rights of any Holder; (f2) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3) to provide for the assumption of the Company’s Obligations to Holders of Notes in the case of a merger or consolidation or sale of all or substantially all of the Company’s assets; (4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or to alter the provisions of Article 2 hereof (including the related definitions) in a manner that does not materially and adversely affect the legal rights under this Supplemental Indenture of any such Holder; (5) to comply with requirements of the SEC in order to effect or maintain the qualification of this Supplemental Indenture under the TIA; (6) to conform the text of this Supplemental Indenture or the Notes 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; (7) 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 and other Securities in accordance with the limitations set forth in this Supplemental Indenture as of the date hereof; or (g9) to allow any Subsidiary 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 Resolution authorizing the execution of any such amended or supplemental Indentureindenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereofof the Base Indenture, the Trustee shall join with the Company and the Subsidiary 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 not be obligated to enter into such amended or supplemental Indenture indenture that affects its own rights, duties or immunities under this the Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture9.2 hereof, the Company, the Subsidiary Guarantors and the Trustee may amend or supplement this Indenture, the Subsidiary Guarantees Notes, any Guarantee or the Notes Collateral Agreements, without the consent of any Holder of a Note: (a) to cure any ambiguity, defect or inconsistency in the Indenture; provided that such amendments do not adversely affect the interests of the Holders in any material respectinconsistency; (b) comply with the provisions of Article 5 hereof; (c) comply with any requirements of the SEC in connection with the qualification of the Indenture under the Trust Indenture Act; (d) evidence and provide for the acceptance of appointment by a successor Trustee; or (e) make any change that, in the good faith opinion of the Board of Directors, does not materially and adversely affect the rights of any Holder; (f) to provide for uncertificated Notes in addition to or in place of certificated Notes; (c) to provide for the assumption of the Company's obligations to the Holders of the Notes in the case of a merger or consolidation pursuant to Article V hereof; (d) to provide for additional Guarantors as set forth in Section 4.18 hereof or for the release or assumption of a Guarantee in compliance with this Indenture; (e) to make any change that would provide any additional rights or benefits to the Holders of the Notes or to alter the provisions of Article 2 hereof (including the related definitions) in a manner that does not materially and adversely affect the rights hereunder of any Holder; orHolder of the Note; (f) to comply with the provisions of the Depositary, Euroclear or Clearstream or the Trustee with respect to the provisions of this Indenture or the Notes relating to transfers and exchanges of Notes or beneficial interests therein; (g) to allow any Subsidiary Guarantor comply with requirements of the SEC in order to execute a supplemental indenture and/or a Subsidiary Guarantee effect or maintain the qualification of this Indenture under the TIA; or (h) to provide for the issuance of Additional Notes in accordance with respect to the Noteslimitations set forth in this Indenture as of the date 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 7.02 9.6 hereof, the Trustee shall join with the Company and the 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 adversely affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenturehereof, the CompanyIssuer, the Subsidiary Guarantors Guarantors, the Trustee and the Trustee Collateral Agent, as applicable, may amend or supplement this Indenture, the Subsidiary Guarantees Indenture and any Guarantee or the Notes or any Security Document without the consent Consent of any Holder of a NoteHolder, and the Issuer may direct the Trustee and the Collateral Agent to, and the Trustee and the Collateral Agent shall, enter into an amendment to any Intercreditor Agreement: (a1) to cure any ambiguity, omission, mistake, defect or inconsistency in the Indenture; provided that such amendments do not adversely affect the interests of the Holders in any material respect;inconsistency, (b2) comply with the provisions of Article 5 hereof; (c) comply with any requirements of the SEC in connection with the qualification of the Indenture under the Trust Indenture Act; (d) evidence and to provide for the acceptance of appointment assumption by a successor Trustee; orSuccessor Issuer of the obligations of the Issuer under this Indenture, the Security Documents and the Notes, (e3) make any change that, in to provide for the good faith opinion assumption by a Successor Guarantor of the Board obligations of Directorsa Guarantor under this Indenture, does not materially the Security Documents and adversely affect the rights of any Holder;its Guarantee, (f4) 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 to alter the provisions of Article 2 hereof (including the related definitions) in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code), (5) to add a Guarantee with respect to the Notes, (6) to evidence and provide for the acceptance of appointment by a successor trustee, (7) to add additional assets as Collateral, to release Collateral from the Lien pursuant to this Indenture, the Security Documents and the Intercreditor Agreements when permitted or required by this Indenture, the Security Documents or the Intercreditor Agreements, to modify the Security Documents and/or the Intercreditor Agreements to secure additional extensions of credit and add additional secured creditors holding Obligations that are permitted to constitute First Lien Obligations or ABL Obligations under the applicable Intercreditor Agreement pursuant to the terms of this Indenture and to secure additional extensions of credit and add additional secured creditors holding Obligations that are secured by a Lien permitted by this Indenture as Second Lien Obligations under the Second Lien Intercreditor Agreement; (8) to add to the covenants of the Issuer for the benefit of the Holders or to surrender any right or power conferred upon the Issuer, (9) to make any change that does not materially and adversely affect the rights of any Holder; , (10) to conform the text of this Indenture, the Guarantees, the Notes, the Intercreditor Agreements or any Security Document to any provision of the “Description of Notes” section of the Offering Circular to the extent that such provision under the Offering Circular’s heading, “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Guarantees, the Notes, the Intercreditor Agreements, or any Security Document, (11) if applicable, to comply with any requirement of the SEC in connection with the qualification of this Indenture under the Trust Indenture Act to effect any provision of this Indenture, or (g12) to allow any Subsidiary Guarantor to execute a supplemental indenture and/or a Subsidiary Guarantee provide for the issuance of Additional Notes in accordance with respect to the Noteslimitations set forth in this Indenture as of the date hereof. Upon Additionally, (i) if the Issuer enters into an ABL Credit Agreement, the Collateral Agent shall, upon request of the Company accompanied by a resolution of its Board of Directors authorizing Issuer, enter into the execution ABL Intercreditor Agreement without the consent of any such amended or supplemental IndentureHolder and (ii) upon request of the Issuer, and upon receipt the Collateral Agent shall enter into any other intercreditor agreement that is not less favorable (as determined by the Trustee Issuer) to the Holders of the documents described in Section 7.02 hereof, the Trustee shall join with the Company and the Subsidiary Guarantors in the execution of any amended or supplemental Indenture authorized or permitted by Notes than the terms of the Second Lien Intercreditor Agreement for purposes of subordinating any Liens permitted by this Indenture to the Liens securing the Notes 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 otherwiseGuarantees.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture, the Company, the Subsidiary Guarantors applicable Guarantor(s) and the Trustee may may, as applicable, amend or supplement this Indenture, the Subsidiary Guarantees Notes or the Notes Note Guarantees without the consent of any Holder of a Note: (a) to cure any ambiguity, defect or inconsistency in the Indenture; provided that such amendments do not adversely affect the interests of the Holders in any material respectinconsistency; (b) comply with the provisions of Article 5 hereof; (c) comply with any requirements of the SEC in connection with the qualification of the Indenture under the Trust Indenture Act; (d) evidence and provide for the acceptance of appointment by a successor Trustee; or (e) make any change that, in the good faith opinion of the Board of Directors, does not materially and adversely affect the rights of any Holder; (f) to provide for uncertificated Notes in addition to or in place of certificated Notes; (c) to provide for the assumption of the Company’s obligations to the Holders of the Notes in the case of a merger or consolidation or sale of all or substantially all of the Company’s assets pursuant to Article 5 hereof; (d) to make any change that would provide any additional rights or benefits to the Holders of the Notes or to alter the provisions of Article 2 hereof (including the related definitions) in a manner that does not materially and adversely affect the legal rights hereunder of any HolderHolder of the Note; (e) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; or (gf) to allow conform the text of this Indenture or the Notes to any Subsidiary Guarantor to execute a supplemental indenture and/or a Subsidiary Guarantee with respect provision of the “Description of New 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 the corresponding provision in the “Description of New Notes. .” 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 Indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Company and each of the Subsidiary Guarantors in the execution of any amended amendment or supplemental supplement to this Indenture authorized or permitted by the terms of this Indenture Section 9.01 and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental Indenture indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture, the Company, the Subsidiary Guarantors and the Trustee may amend or supplement this Indenture, the Subsidiary Guarantees or the Notes without the consent of any Holder of a Note: (a) to cure any ambiguity, defect or inconsistency in the Indenture; provided that such amendments do not adversely affect the interests of the Holders in any material respectinconsistency; (b) comply with the provisions of Article 5 hereof; (c) comply with any requirements of the SEC in connection with the qualification of the Indenture under the Trust Indenture Act; (d) evidence and provide for the acceptance of appointment by a successor Trustee; or (e) make any change that, in the good faith opinion of the Board of Directors, does not materially and adversely affect the rights of any Holder; (f) 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 and adversely affect any Holder; (c) to provide for the assumption of the Company's obligations to the Holders of the Notes in the case of a merger or consolidation or sale of all or substantially all of the assets of the Company by a successor to the Company pursuant to Article 5 hereof or to provide for the assumption of any Guarantor's obligations under its Guarantee in the case of a merger or consolidation of the Guarantor pursuant to 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 materially adversely affect the legal rights hereunder of any HolderHolder of the Notes; (e) to comply with requirements of the Commission in order to effect or maintain the qualification of this Indenture under the TIA; (f) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereof; orand (g) to allow any Subsidiary Guarantor to execute a supplemental indenture 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 Supplemental Indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Company and the Subsidiary Guarantors in the execution of any amended or supplemental 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 Supplemental Indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. (a) Notwithstanding Section 9.02 of this Indenturehereof, the CompanyIssuers, the Subsidiary Guarantors and the Trustee may amend or supplement this Indenture, the Subsidiary Guarantees or the Notes Indenture Documents without the consent of any Holder of a NoteNotes: (a1) to cure any ambiguity, defect or inconsistency in the Indenture; provided that such amendments do not adversely affect the interests of the Holders in any material respectinconsistency; (b) comply with the provisions of Article 5 hereof; (c) comply with any requirements of the SEC in connection with the qualification of the Indenture under the Trust Indenture Act; (d) evidence and provide for the acceptance of appointment by a successor Trustee; or (e) make any change that, in the good faith opinion of the Board of Directors, does not materially and adversely affect the rights of any Holder; (f2) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3) to provide for the assumption of an Issuer’s or a Guarantor’s obligations to the Holders of the Notes and Guarantees by a successor to such Issuer or Guarantor pursuant to Article 5 or Article 11 hereof; (4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or to alter the provisions of Article 2 hereof (including the related definitions) in a manner that does not materially and adversely affect the legal rights hereunder of any Holder, provided that any change to conform this Indenture to the preliminary offering circular dated October 26, 2010, as amended and supplemented by the supplement thereto dated November 15, 2010 and as further amended and supplemented by the pricing supplement term sheet dated November 22, 2010 relating to the offering of the Initial Notes will not be deemed to adversely affect the legal rights of any HolderHolder herein; (5) to secure the Notes or the Guarantees pursuant to Article 10 hereof or otherwise; (6) to provide for the issuance of Additional Notes in accordance with Section 2.02 hereof; (7) to add any additional Guarantor or to evidence the release of any Guarantor from its Guarantee, in each case as provided herein and in the Intercreditor Agreement; (8) to comply with requirements of the Commission in order to effect or maintain the qualification of this Indenture under the TIA; or (g9) to allow any Subsidiary Guarantor to execute evidence or provide for the acceptance of appointment herein of a supplemental indenture and/or a Subsidiary Guarantee with respect to the Notes. successor Trustee. (b) Upon the request of the Company Issuers accompanied by a resolution of its Board their Boards of Directors authorizing the execution of any such amended or supplemental Indentureindenture, and upon receipt by the Trustee of the documents described in Section Sections 7.02 and 9.06 hereof, the Trustee shall will join with the Company Issuers and the Subsidiary Guarantors in the execution of any amended or supplemental Indenture indenture authorized or permitted by the terms of this Indenture herein 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 herein or otherwise. (c) In addition to the foregoing, Holders of the Notes, by the acceptance thereof, shall be deemed to agree that the Collateral Agreements may be amended without the consent of any Holder or Notes in circumstances set forth in the Intercreditor Agreement.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture9.2 hereof, the Company, the Subsidiary Guarantors and the Trustee may amend or supplement this Indenture, the Subsidiary Guarantees Notes or the Notes any Guarantee, without the consent of any Holder of a Note: (a) to cure any ambiguity, defect or inconsistency in the Indenture; provided that such amendments do not adversely affect the interests of the Holders in any material respectinconsistency; (b) comply with the provisions of Article 5 hereof; (c) comply with any requirements of the SEC in connection with the qualification of the Indenture under the Trust Indenture Act; (d) evidence and provide for the acceptance of appointment by a successor Trustee; or (e) make any change that, in the good faith opinion of the Board of Directors, does not materially and adversely affect the rights of any Holder; (f) to provide for uncertificated Notes in addition to or in place of certificated Notes; (c) to provide for the assumption of the Company's obligations to the Holders of the Notes in the case of a merger or consolidation pursuant to Article V hereof; (d) to provide for additional Guarantors as set forth in Section 4.16 or for the release or assumption of a Guarantee in compliance with this Indenture; (e) to make any change that would provide any additional rights or benefits to the Holders of the Notes or to alter the provisions of Article 2 hereof (including the related definitions) in a manner that does not materially and adversely affect the rights hereunder of any Holder; orHolder of the Note; (f) to comply with the provisions of the Depositary, Euroclear or Clearstream or the Trustee with respect to the provisions of this Indenture or the Notes relating to transfers and exchanges of Notes or beneficial interests therein; (g) to allow any Subsidiary Guarantor comply with requirements of the SEC in order to execute a supplemental indenture and/or a Subsidiary Guarantee effect or maintain the qualification of this Indenture under the TIA; or (h) to provide for the issuance of Additional Notes in accordance with respect to the Noteslimitations set forth in this Indenture as of the date 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 7.02 9.6 hereof, the Trustee shall join with the Company and the 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 adversely 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 9.02 of this Supplemental Indenture, without the consent of any Holder of Notes, the Company, the Subsidiary Guarantors and the Trustee may amend or supplement this Supplemental Indenture, the Subsidiary Guarantees Notes or the Notes without the consent of any Holder of a NoteSubsidiary Guarantees: (a1) to cure any ambiguity, mistake, defect or inconsistency in the Indenture; provided that such amendments do not adversely affect the interests of the Holders in any material respectinconsistency; (b) comply with the provisions of Article 5 hereof; (c) comply with any requirements of the SEC in connection with the qualification of the Indenture under the Trust Indenture Act; (d) evidence and provide for the acceptance of appointment by a successor Trustee; or (e) make any change that, in the good faith opinion of the Board of Directors, does not materially and adversely affect the rights of any Holder; (f2) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3) to provide for the assumption of the Company’s Obligations to Holders of Notes in the case of a merger or consolidation or sale of all or substantially all of the Company’s assets; (4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or to alter the provisions of Article 2 hereof (including the related definitions) in a manner that does not materially and adversely affect the legal rights under this Supplemental Indenture of any such Holder; (5) to comply with requirements of the SEC in order to effect or maintain the qualification of this Supplemental Indenture under the TIA; (6) to conform the text of this Supplemental Indenture or the Notes to any provision of the “Description of the Notes” section of the Company’s Offering Memorandum dated November 30, 2017, relating to the initial offering of the Notes; (7) 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 and other Securities in accordance with the limitations set forth in this Supplemental Indenture as of the date hereof; or (g9) to allow any Subsidiary 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 Resolution authorizing the execution of any such amended or supplemental Indentureindenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereofof the Base Indenture, the Trustee shall join with the Company and the Subsidiary 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 not be obligated to enter into such amended or supplemental Indenture indenture that affects its own rights, duties or immunities under this the Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture, the Company, the Subsidiary Guarantors and the Trustee may amend or supplement this Indenture, the Subsidiary Note Guarantees or the Notes without the consent of any Holder of a Note: (a1) to cure any ambiguity, defect or inconsistency in the Indenture; provided that such amendments do not adversely affect the interests of the Holders in any material respectinconsistency; (b) comply with the provisions of Article 5 hereof; (c) comply with any requirements of the SEC in connection with the qualification of the Indenture under the Trust Indenture Act; (d) evidence and provide for the acceptance of appointment by a successor Trustee; or (e) make any change that, in the good faith opinion of the Board of Directors, does not materially and adversely affect the rights of any Holder; (f2) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3) to provide for the assumption of the Company’s obligations to the Holders of the Notes by a successor to the Company pursuant to Article 5 hereof; (4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or to alter the provisions of Article 2 hereof (including the related definitions) in a manner that does not materially and adversely affect the legal rights hereunder of any HolderHolder of the Note; (5) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; (6) to conform the text of this Indenture or the Notes to any provision of the “Description of Notes” section of the Company’s Offering Memorandum dated August 18, 2005, relating to the initial offering of the 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 Notes; (7) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereof; or (g) 8) to allow any Subsidiary Guarantor to execute a supplemental indenture and/or a Subsidiary 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 7.02 hereof, the Trustee shall will join with the Company and the Subsidiary Guarantors in the execution of any amended or supplemental Indenture indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee 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 9.02 of this Indenturehereof, from time to time, the Company, the Subsidiary Guarantors Company and the Trustee may amend or supplement this Indenture, the Subsidiary Guarantees Intercreditor Agreement, the Arazi/Lancaster Collateral Agreement, any Security Document or the Notes without the consent of any Holder of a NoteNotes: (a1) to cure any ambiguity, defect or inconsistency in the Indenture; provided that such amendments do not adversely affect the interests of the Holders in any material respectinconsistency; (b) comply with the provisions of Article 5 hereof; (c) comply with any requirements of the SEC in connection with the qualification of the Indenture under the Trust Indenture Act; (d) evidence and provide for the acceptance of appointment by a successor Trustee; or (e) make any change that, in the good faith opinion of the Board of Directors, does not materially and adversely affect the rights of any Holder; (f2) to provide for uncertificated certificated Notes in addition to or in place of certificated Notes uncertificated Notes; (3) to comply with Article 5 and/or Article 12 hereof; (4) to make any change that would provide any additional rights or benefits to alter the provisions of Article 2 hereof (including the related definitions) in a manner Holders or that does not materially and adversely affect the legal rights hereunder of any Holder; or; (g5) to evidence and provide for the acceptance of an appointment by a successor trustee; (6) to allow any Subsidiary Guarantor to execute a supplemental indenture and/or a Subsidiary Guarantee add Note Guarantees with respect to the Notes. Upon ; (7) (A) to enter into additional or supplemental Security Documents or otherwise add Collateral for or further secure the request Notes or any Note Guarantees or any other obligation under this Indenture or (B) to make, complete or confirm any grant of Collateral permitted or required by this Indenture or any of the Company accompanied by Security Documents or any release, termination or discharge of Collateral that becomes effective as set forth in this Indenture or any of the Security Documents; or (8) to release a resolution of its Board of Directors authorizing Subsidiary Guarantor as provided in this Indenture; (9) to add any Priority Lien Obligations, First Lien Obligations, Second Lien Obligations, Third Lien Obligations, Fourth Lien Obligations or Fifth Lien Obligations, in each case, to the execution of any such amended or supplemental extent permitted under this Indenture, and upon receipt by to the Trustee of the documents described in Section 7.02 hereofSecurity Documents, the Trustee shall join with the Company Arazi/Lancaster Collateral Agreement and the Subsidiary Guarantors Intercreditor Agreement on the terms set forth therein, or otherwise in the execution of any amended or supplemental Indenture authorized or permitted by accordance with the terms of this Indenture and Indenture, any Security Document, the Arazi/Lancaster Collateral Agreement or the Intercreditor Agreement; or (10) to make any further appropriate agreements and stipulations that may be therein contained, but comply with the Trustee shall not be obligated requirements of the SEC in order to enter into such amended effect or supplemental Indenture that affects its own rights, duties or immunities under maintain the qualification of this Indenture or otherwiseunder the TIA.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture, from time to time, the Company, the Subsidiary Note Guarantors and the Trustee may amend or supplement this Indenture, the Subsidiary Guarantees Indenture or the Notes or the Note Guarantees without the consent of any Holder of a Note: (a1) to cure any ambiguity, defect or inconsistency in the Indenture; provided that such amendments do not adversely affect the interests of the Holders in any material respectinconsistency; (b) comply with the provisions of Article 5 hereof; (c) comply with any requirements of the SEC in connection with the qualification of the Indenture under the Trust Indenture Act; (d) evidence and provide for the acceptance of appointment by a successor Trustee; or (e) make any change that, in the good faith opinion of the Board of Directors, does not materially and adversely affect the rights of any Holder; (f2) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3) to provide for the assumption of the Company’s or a Note Guarantor’s obligations to the Holders of the Notes and Note Guarantees by a successor to the Company or such Note Guarantor pursuant to Article 5 or Article 11 hereof; (4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or to alter that, in the provisions opinion of Article 2 hereof (including the related definitions) in a manner that Trustee, does not materially and adversely affect in any material respect the legal rights hereunder of any Holder; (5) to conform the text of this Indenture, the Note Guarantees, the Notes, the Pledge and Security Agreement and the Escrow Agreement to any provision of the “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 (g7) to allow any Subsidiary Note Guarantor to execute a supplemental indenture and/or a Subsidiary 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 7.02 hereof, the Trustee shall will join with the Company and the Subsidiary 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 9.02 of this Indenturehereof, the Company, the Subsidiary Guarantors and the Trustee may amend or supplement this Indenture, the Subsidiary Guarantees or the Notes Documents without the consent of any Holder of a Note: (a) 1. to cure any ambiguity, defect or inconsistency in the Indenture; provided that such amendments do not adversely affect the interests of the Holders in any material respectinconsistency; (b) comply with the provisions of Article 5 hereof; (c) comply with any requirements of the SEC in connection with the qualification of the Indenture under the Trust Indenture Act; (d) evidence and provide for the acceptance of appointment by a successor Trustee; or (e) make any change that, in the good faith opinion of the Board of Directors, does not materially and adversely affect the rights of any Holder; (f) 2. to provide for uncertificated Notes in addition to or in place of certificated Notes; 3. to provide for the assumption of the Company’s or a Guarantor’s obligations to the Holders of the Notes and Note Guarantees by a successor to the Company or such Guarantor pursuant to alter Article 5 or Article 10 hereof; 4. to make any change that would provide any additional rights or benefits to the provisions of Article 2 hereof (including the related definitions) in a manner Holders or that does not materially and adversely affect the legal rights under this Indenture of any Holdersuch Holder as determined by the Board of Directors evidenced by a resolution thereof and Officers’ Certificate delivered to the Trustee; 5. to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA (should such qualification be obtained or sought); 6. to conform the text of this Indenture, the Note Guarantees, the Notes or the Collateral Documents to any provision of the “Description of the New Notes” section of the Company’s Offering Memorandum and Consent Solicitation Statement dated January 15, 2016, relating to the initial offering of the Notes, to the extent that such provision in that “Description of the New Notes” was intended to be a verbatim recitation of a provision hereof or thereof; or (g) 7. to allow any Subsidiary Guarantor to execute a supplemental indenture and/or a Subsidiary 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 7.02 hereof, the Trustee shall will join with the Company and the Subsidiary Guarantors in the execution of any amended or supplemental Indenture indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee 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 9.02 of this Indenture, the Company, the Subsidiary Guarantors and the Trustee may amend or supplement this Indenture, the Subsidiary Guarantees or the Notes without the consent of any Holder of a Note: (a) to cure any ambiguity, defect or inconsistency in the Indenture; provided that such amendments do not adversely affect the interests of the Holders in any material respectinconsistency; (b) comply with the provisions of Article 5 hereof; (c) comply with any requirements of the SEC in connection with the qualification of the Indenture under the Trust Indenture Act; (d) evidence and provide for the acceptance of appointment by a successor Trustee; or (e) make any change that, in the good faith opinion of the Board of Directors, does not materially and adversely affect the rights of any Holder; (f) to provide for uncertificated Notes in addition to or in place of certificated Notes; (c) to provide for the assumption of the Company's or Guarantor's obligations to the Holders of the Notes in the case of a merger or consolidation in accordance with this Indenture; (d) to make any change that would provide any additional rights or benefits to the Holders of the Notes or to alter the provisions of Article 2 hereof (including the related definitions) in a manner that does not materially and adversely affect the legal rights hereunder of any HolderHolder of the Notes; (e) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; or (gf) to allow any Subsidiary Guarantor provide for the issuance of Additional Notes pursuant to execute a supplemental indenture and/or a Subsidiary Guarantee with respect this Indenture to the Notesextent permitted under the restrictions contained in the Credit Agreement and described under Section 4.09 hereof. Upon the request of the Company and the Guarantors accompanied by a resolution of its Board their respective Boards of Directors authorizing the execution of any such amended or supplemental Indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Company and the 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. Notwithstanding Section 9.02 of this Indenturehereof, the Company, the Subsidiary Guarantors Company and the Trustee may amend or supplement this Indenture, the Subsidiary Guarantees Indenture or the Notes without the consent of any Holder of a Note: (a) to cure any ambiguity, defect or inconsistency in the Indenture; provided that such amendments do not adversely affect the interests of the Holders in any material respectinconsistency; (b) comply with the provisions of Article 5 hereof; (c) comply with any requirements of the SEC in connection with the qualification of the Indenture under the Trust Indenture Act; (d) evidence and provide for the acceptance of appointment by a successor Trustee; or (e) make any change that, in the good faith opinion of the Board of Directors, does not materially and adversely affect the rights of any Holder; (f) to provide for uncertificated Notes in addition to or in place of certificated Notes; (c) to provide for the assumption of the Company's obligations to the Holders of the Notes in the case of a merger or consolidation or sale of all or substantially all of the Company's assets permitted hereby; (d) to alter provide for the assumption of Blount International's obligations to Holders of Not▇▇ ▇▇ respect of the Guarantees in the case of a merger or consolidation or sale of all or substantially all of Blount International's assets permitted hereby; (e) to make any change that would provide any additional rights or benefits to the Holders of the Notes; (f) to provide for the issuance of Additional Notes in accordance with the provisions of Article 2 hereof (including the related definitions) set forth in a manner that does not materially and adversely affect the rights of any Holder; orthis Indenture; (g) to allow comply with requirements of the Commission in order to effect or maintain the qualification of this Indenture under the TIA; or (h) to make any Subsidiary Guarantor other change, provided that such other change does not adversely affect the legal rights hereunder of any Holder of the Notes or to execute a supplemental indenture and/or a Subsidiary Guarantee with respect to surrender any right or power conferred upon Blount International or the NotesCompany. 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 7.02 7.02(b) hereof, the Trustee shall join with the Company and the 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 that, by its express terms, affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture, without the consent of any Holder of Notes, the Company, the Subsidiary Guarantors and the Trustee may amend or supplement this Indenture, the Subsidiary Guarantees Notes or the Notes without the consent of any Holder of a NoteGuarantees: (a1) to cure any ambiguity, defect or inconsistency in the Indenture; provided that such amendments do not adversely affect the interests of the Holders in any material respectinconsistency; (b) comply with the provisions of Article 5 hereof; (c) comply with any requirements of the SEC in connection with the qualification of the Indenture under the Trust Indenture Act; (d) evidence and provide for the acceptance of appointment by a successor Trustee; or (e) make any change that, in the good faith opinion of the Board of Directors, does not materially and adversely affect the rights of any Holder; (f2) to provide for uncertificated Notes or Guarantees in addition to or in place of certificated Notes or Guarantees; (3) to alter provide for the provisions assumption of Article 2 hereof the obligations of the Company or any Guarantor to Holders of the Notes in the case of a merger, amalgamation, consolidation or sale of all or substantially all of the Company’s assets or such Guarantor’s assets, as applicable; (including 4) to make any change that would provide any additional rights or benefits to the related definitions) in a manner Holders of Notes or that does not materially and adversely affect the rights hereunder of any Holder; orsuch Holder in any material respect; (g5) to allow any Subsidiary Guarantor provide for the issuance of Additional Notes in accordance with the provisions set forth in this Indenture; (6) to execute provide for the issuance of exchange notes; (7) to evidence and provide for the acceptance of an appointment of a supplemental indenture and/or a Subsidiary Guarantee successor Trustee; (8) to add Guarantees with respect to the Notes; (9) to conform this Indenture or the Notes to any such provision of the “Description of Notes” section of the Offering Memorandum; (10) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; (11) to secure the Notes; or (12) to release a Guarantor upon its sale or designation as an Unrestricted Subsidiary or other permitted release from its Guarantee. 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 7.02 hereof, the Trustee shall will join with the Company and the Subsidiary Guarantors in the execution of any amended or supplemental Indenture indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee 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, the Company and the Trustee of a supplemental indenture to this Indenture, the form of which is attached as Exhibit F hereto and delivery of an Officers’ Certificate.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture, the Company, the Subsidiary Guarantors and the Trustee may amend or supplement this Indenture, the Subsidiary Guarantees Notes or the Notes Note Guarantees without the consent of any Holder of a NoteNotes: (a1) to cure any ambiguity, omission, mistake, defect or inconsistency in the Indenture; provided that such amendments do not adversely affect the interests of the Holders in any material respectinconsistency; (b) comply with the provisions of Article 5 hereof; (c) comply with any requirements of the SEC in connection with the qualification of the Indenture under the Trust Indenture Act; (d) evidence and provide for the acceptance of appointment by a successor Trustee; or (e) make any change that, in the good faith opinion of the Board of Directors, does not materially and adversely affect the rights of any Holder; (f2) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3) to provide for the assumption of the Company’s or a Guarantor’s obligations to the Holders of the Notes and Note Guarantees by a successor to the Company or such Guarantor pursuant to alter Article V or Article X hereof; (4) to make any change that would provide any additional rights or benefits to the provisions Holders of Article 2 hereof the Notes (including the related definitionsaddition of collateral to secure the Notes and/or additional guarantees) in a manner or that does not materially and adversely affect the legal rights hereunder of any such Holder; or; (g5) to conform the text of this Indenture, the Note Guarantees or 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 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 Subsidiary Guarantor to execute a supplemental indenture and/or a Subsidiary Note Guarantee with respect to the NotesNotes or to release any Guarantor from its Notes Guarantee if such release is in accordance with the terms of this Indenture; or (8) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee pursuant to the requirements 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 Indentureindenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Company and the Subsidiary Guarantors in the execution of any amended or supplemental Indenture indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental Indenture indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Supplemental Indenture, without the consent of any Holder of Notes, the Company, the Subsidiary Guarantors and the Trustee may amend or supplement this the Indenture, the Subsidiary Guarantees Notes or the Notes without the consent of any Holder of a NoteNote Guarantees: (a1) to cure any ambiguity, defect or inconsistency in the Indenture; provided that such amendments do not adversely affect the interests of the Holders in any material respectinconsistency; (b2) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3) to conform the text of the Indenture to any provisions of the “Description of notes” section of the Prospectus to the extent that a portion of that “Description of notes” section of the Prospectus was intended to be a verbatim recitation of the Indenture or the Notes; (4) to provide for the issuance of additional Notes under the Indenture to the extent otherwise so permitted under the terms of the Indenture; (5) to comply with the provisions of Section 4.18 and Article 5 hereof; (c6) to comply with any requirements of the SEC in connection with the qualification of the Indenture under the Trust Indenture Act; (d7) to evidence and provide for the acceptance of appointment by a successor Trustee; (8) to add a Subsidiary Guarantor; or (e9) to make any change that, in the good faith opinion of the Board of Directors, does not materially and adversely affect the rights of any Holder; (f) 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 and adversely affect the rights of any Holder; or (g) to allow any Subsidiary 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 Indenture, and upon receipt by the Trustee of the documents described in Section 7.02 13.04 hereof, the Trustee shall will join with the Company and the Subsidiary Guarantors in the execution of any such amended or supplemental Indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein containedindenture, but the Trustee shall 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 9.02 of this Indenture, the Company, the Subsidiary Guarantors and the Trustee may amend or supplement this Indenture, the Subsidiary Guarantees or the Notes without notice to or the consent of any Holder of a NoteHolder: (a) to cure any ambiguity, defect or inconsistency in the Indenture; provided that such amendments do not adversely affect the interests of the Holders in any material respectinconsistency; (b) comply with the provisions of Article 5 hereof; (c) comply with any requirements of the SEC in connection with the qualification of the Indenture under the Trust Indenture Act; (d) evidence and provide for the acceptance of appointment by a successor Trustee; or (e) make any change that, in the good faith opinion of the Board of Directors, does not materially and adversely affect the rights of any Holder; (f) to provide for uncertificated Notes in addition to or in place of certificated Notes Notes; (c) to provide for the assumption of the Company's obligations to the Holders in the case of a merger, consolidation or sale of assets pursuant to alter this Indenture; (d) to add Subsidiary Guarantees with respect to the provisions of Article 2 hereof Notes; (including e) to provide security for the related definitionsNotes; (f) in a manner to make any change that would provide any additional rights or benefits to the Holders or that does not materially and adversely affect the legal rights hereunder of any Holder; or (g) to allow any Subsidiary Guarantor comply with requirements of the SEC in order to execute a supplemental indenture and/or a Subsidiary Guarantee with respect to effect or maintain the Notesqualification of this Indenture under the TIA. 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 Section 7.02 9.06 hereof, the Trustee shall join with the Company and the 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. Notwithstanding Section 9.02 of this Indenture, the Company, the Subsidiary Guarantors Company and the Trustee may amend or supplement this Indenture, the Subsidiary Guarantees Indenture or the Notes without the consent of any Holder of a Note: (a) to cure any ambiguity, defect or inconsistency in the Indenture; provided that such amendments do not adversely affect the interests of the Holders in any material respectinconsistency; (b) comply with the provisions of Article 5 hereof; (c) comply with any requirements of the SEC in connection with the qualification of the Indenture under the Trust Indenture Act; (d) evidence and provide for the acceptance of appointment by a successor Trustee; or (e) make any change that, in the good faith opinion of the Board of Directors, does not materially and adversely affect the rights of any Holder; (f) 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 and adversely affect any Holder; (c) to provide for the assumption of the Company's or a Subsidiary Guarantor's obligations to the Holders of the Notes by a successor to the Company or a Subsidiary Guarantor pursuant to Article 5 or 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 of any HolderHolder of the Note; (e) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; or (gf) to allow any Subsidiary Guarantor to execute a supplemental indenture and/or a Subsidiary Note Guarantee with respect to the Notes. Upon the request of the Company which shall be in writing and signed by an Officer 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 7.02 hereof, the Trustee shall join with the Company and the 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. Notwithstanding Section 9.02 of this Indenture, the Company, the Subsidiary Guarantors and the Trustee may amend or supplement this Indenture, the Subsidiary Guarantees or the Notes Indenture Documents without the consent of any Holder of a Note: (a1) to cure any ambiguity, defect or inconsistency in the Indenture; provided that such amendments do not adversely affect the interests of the Holders in any material respectinconsistency; (b) comply with the provisions of Article 5 hereof; (c) comply with any requirements of the SEC in connection with the qualification of the Indenture under the Trust Indenture Act; (d) evidence and provide for the acceptance of appointment by a successor Trustee; or (e) make any change that, in the good faith opinion of the Board of Directors, does not materially and adversely affect the rights of any Holder; (f2) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3) to provide for the assumption of the Company’s or a Guarantor’s obligations to the Holders of the Notes and Note Guarantees by a successor to the Company or such Guarantor pursuant to Article 5 or Article 10 hereof; (4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or to alter the provisions of Article 2 hereof (including the related definitions) in a manner that does not materially and adversely affect the legal rights hereunder of any Holder; or; (g5) to conform the text of the Indenture Documents to any provision of the “Description of the Notes” section of the Offering Memorandum, to the extent that such provision in that “Description of the Notes” was intended to be a verbatim recitation of a provision thereof, as evidenced by an Officers’ 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 evidence and provide for the acceptance and appointment under this Indenture of a successor trustee pursuant to the requirements hereof; (8) to allow any Subsidiary Guarantor to execute a supplemental indenture and/or a Subsidiary Note Guarantee with respect to the NotesNotes or to release a Guarantor from its Note Guarantee in accordance with the terms of this Indenture; or (9) to enter into additional or supplemental Collateral Documents or to release Collateral from the Lien of this Indenture or the Collateral Documents in accordance with the terms of this Indenture and the Collateral Documents. Upon the 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 7.02 hereof, the Trustee shall will join with the Company and the Subsidiary Guarantors in the execution of any amended or supplemental Indenture indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee 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 9.02 of this Indenture, the Company, the Subsidiary Guarantors Company and the Trustee may amend or supplement this Indenture, the Subsidiary Guarantees Indenture or the Notes without the consent of any Holder of a Note: (a1) to cure any ambiguity, defect or inconsistency in the Indenture; provided that such amendments do not adversely affect the interests of the Holders in any material respectinconsistency; (b) comply with the provisions of Article 5 hereof; (c) comply with any requirements of the SEC in connection with the qualification of the Indenture under the Trust Indenture Act; (d) evidence and provide for the acceptance of appointment by a successor Trustee; or (e) make any change that, in the good faith opinion of the Board of Directors, does not materially and adversely affect the rights of any Holder; (f2) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3) to provide for the assumption of the Company's obligations to the Holders of the Notes by a successor to the Company pursuant to Article 5 hereof; (4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or to alter the provisions of Article 2 hereof (including the related definitions) in a manner that does not materially and adversely affect the legal rights hereunder of any Holder; (5) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; or (g6) to allow conform the text of this Indenture or the Notes to any Subsidiary Guarantor provision of the "Description of Notes" section of the Company's Offering Circular dated April 22, 2004, relating to execute a supplemental indenture and/or a Subsidiary Guarantee with respect to the initial offering of 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 7.02 hereof, the Trustee shall will join with the Company and the Subsidiary Guarantors in the execution of any amended or supplemental Indenture indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee 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. After an amendment, supplement or waiver under this Section 9.01 becomes effective, the Company will mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture, the Company, the Subsidiary Guarantors and the Trustee may amend or supplement this Indenture, the Subsidiary Note Guarantees or the Notes without the consent of any Holder of a Note: (a) to cure any ambiguity, defect or inconsistency in the Indenture; provided that such amendments do not adversely affect the interests of the Holders in any material respectinconsistency; (b) comply with the provisions of Article 5 hereof; (c) comply with any requirements of the SEC in connection with the qualification of the Indenture under the Trust Indenture Act; (d) evidence and provide for the acceptance of appointment by a successor Trustee; or (e) make any change that, in the good faith opinion of the Board of Directors, does not materially and adversely affect the rights of any Holder; (f) 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 and adversely affect any Holder; (c) to provide for the assumption of the Company’s obligations to the Holders of the Notes by a successor to the Company pursuant to Article 5 or 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 of any HolderHolder of the Note; (e) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; (f) to provide for the issuance of Additional Notes of each series in accordance with the limitations set forth in this Indenture as of the date hereof; or (g) to allow any Subsidiary Guarantor to execute a supplemental indenture and/or and/ or a Subsidiary 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 Indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Company and the 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. Notwithstanding Section 9.02 of this Indenture, the Company, the Subsidiary Guarantors and the Trustee may amend or supplement this Indenture, the Subsidiary Guarantees Indenture or the Notes or the Note Guarantees without the consent of any Holder of a Note: (a1) to cure any ambiguity, defect or inconsistency in the Indenture; provided that such amendments do not adversely affect the interests of the Holders in any material respectinconsistency; (b) comply with the provisions of Article 5 hereof; (c) comply with any requirements of the SEC in connection with the qualification of the Indenture under the Trust Indenture Act; (d) evidence and provide for the acceptance of appointment by a successor Trustee; or (e) make any change that, in the good faith opinion of the Board of Directors, does not materially and adversely affect the rights of any Holder; (f2) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3) to provide for the assumption of the Company's or a Guarantor's obligations to the Holders of the Notes and Note Guarantees by a successor to the Company or such Guarantor pursuant to Article 5 or Article 11 hereof; (4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or to alter the provisions of Article 2 hereof (including the related definitions) in a manner that does not materially and adversely affect the legal rights hereunder of any such Holder; or; (g5) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; (6) to conform the text of this Indenture, the Notes or the Note Guarantees to any provision of the "Description of Notes" section of the Offering Memorandum, relating to the initial offering of the Notes, to the extent that such provision in that "Description of Notes" was intended to be a verbatim recitation of a provision of this Indenture, the Note Guarantees or the Notes; (7) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereof; (8) to allow any Subsidiary Guarantor to execute a supplemental indenture and/or a Subsidiary Note Guarantee with respect to the Notes; or (9) to provide for the Migration. 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 7.02 hereof, the Trustee shall join with the Company and the Subsidiary Guarantors in the execution of any amended or supplemental Indenture indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental Indenture indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture9.2 hereof, the Company, the Subsidiary Guarantors Company and the Trustee together may amend or supplement this Indenture, the Subsidiary Guarantees Indenture or the Notes without the consent of any Holder of a Note: Note (ai) to cure any ambiguity, omission, defect or inconsistency in the Indenture; provided that such amendments do not adversely affect the interests of the Holders in any material respect; inconsistency, (b) comply with the provisions of Article 5 hereof; (c) comply with any requirements of the SEC in connection with the qualification of the Indenture under the Trust Indenture Act; (d) evidence and provide for the acceptance of appointment by a successor Trustee; or (e) make any change that, in the good faith opinion of the Board of Directors, does not materially and adversely affect the rights of any Holder; (fii) to provide for uncertificated Notes in addition to or in place of certificated Notes, (iii) to provide for the assumption of the Company obligations to Holders of such Notes in the case of a merger or consolidation pursuant to Article V, (iv) to provide for the assumption of the Company's obligations to Holders of such Notes, (v) to make any change that would provide any additional rights or benefits to the Holders of the Notes or to alter the provisions of Article 2 hereof (including the related definitions) in a manner that does not materially and adversely affect the legal rights under this Indenture of any such Holder; or , (gvi) to allow add covenants for the benefit of the Holders or to surrender any Subsidiary Guarantor right or power conferred upon the Company, (vii) to comply with requirements of the Commission in order to effect or maintain the qualification of the Indenture under the TIA, (viii) to provide for the issuance of the Exchange Notes (which will have terms identical in all material respects to the Initial Notes except that the transfer restrictions contained in the Initial Notes will be modified or eliminated, as appropriate), and which will be treated together with any outstanding Initial Notes, as a single issue of Notes or (ix) to execute a supplemental indenture and/or a Subsidiary Guarantee with respect and deliver any documents necessary or appropriate to release Liens on any Escrow Collateral as permitted by the NotesEscrow Agreement. Upon the request of the Company Company, accompanied by a resolution of its Board of Directors Resolution authorizing the execution of any such amended or supplemental Indentureindenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof9.6, the Trustee shall join with the Company and the Subsidiary Guarantors in the execution of any amended or supplemental Indenture indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that which may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental Indenture that indenture which adversely affects its own rights, duties or immunities under this Indenture hereunder or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture8.02, the CompanyIssuers, the Subsidiary Guarantors and the Trustee may amend or supplement the Base Indenture (as it relates to the Notes), this Indenture, the Subsidiary Guarantees Supplemental Indenture or the Notes without the consent of any Holder of a Note: (a1) to cure any ambiguity, defect or inconsistency in the Indenture; provided that such amendments do not adversely affect the interests of the Holders in any material respectinconsistency; (b) comply with the provisions of Article 5 hereof; (c) comply with any requirements of the SEC in connection with the qualification of the Indenture under the Trust Indenture Act; (d) evidence and provide for the acceptance of appointment by a successor Trustee; or (e) make any change that, in the good faith opinion of the Board of Directors, does not materially and adversely affect the rights of any Holder; (f2) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3) to provide for the assumption of an Issuer’s obligations to the Holders of Notes pursuant to Article Five; (4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder of any Holder; (5) to secure the Notes or the 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 alter evidence the provisions of Article 2 hereof (including the related definitions) in a manner that does not materially and adversely affect the rights release of any Holder; orGuarantor from its Subsidiary Guarantee, in each case, in accordance with Article Nine; (g8) to comply with requirements of the Commission in order to effect or maintain the qualification of this Indenture with respect to the Notes under the Trust Indenture Act; (9) to allow any Subsidiary Guarantor evidence or provide for the acceptance of appointment under this Supplemental Indenture and the Base Indenture (as it relates to execute the Notes) of a supplemental indenture and/or a Subsidiary Guarantee successor Trustee with respect to the Notes; (10) to provide for the reorganization of the Company as any other form of entity in accordance with Section 5.01(c); or (11) to conform the text of the Base Indenture (as it relates to the Notes), this Supplemental Indenture or the Notes to any provision of the section entitled “Description of Notes” in the prospectus supplement relating to the Notes dated November 30, 2023. 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 7.02 hereof8.06, the Trustee shall join with the Company Issuers and the Subsidiary Guarantors in the execution of any amended or supplemental Indenture indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental Indenture indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture, the Company, the Subsidiary Guarantors and the Trustee may amend or supplement this Indenture, the Subsidiary Guarantees Indenture or the Notes or the Note Guarantees without the consent of any Holder of a NoteNotes: (a1) to cure any ambiguity, defect or inconsistency in the Indenture; provided that such amendments do not adversely affect the interests of the Holders in any material respectinconsistency; (b) comply with the provisions of Article 5 hereof; (c) comply with any requirements of the SEC in connection with the qualification of the Indenture under the Trust Indenture Act; (d) evidence and provide for the acceptance of appointment by a successor Trustee; or (e) make any change that, in the good faith opinion of the Board of Directors, does not materially and adversely affect the rights of any Holder; (f2) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3) to provide for the assumption of the Company’s or a Guarantor’s obligations to the Holders of the Notes and Note Guarantees by a successor to the Company or such Guarantor pursuant to Article 5 or Article 10 hereof; (4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or to alter the provisions of Article 2 hereof (including the related definitions) in a manner that does not materially and adversely affect the legal rights hereunder of any Holder; orHolder in any material respect; (g5) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; (6) to conform the text of this Indenture or the Note Guarantees or the Notes to any provision of the “Description of Notes” section of the Company’s Offering Memorandum dated January 17, 2013, relating to the initial offering of the Notes, to the extent that such provision in that “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Note Guarantees or the Notes; (7) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereof; (8) to allow any Subsidiary Guarantor to execute a supplemental indenture and/or a Subsidiary Note Guarantee with respect to the NotesNotes (provided that in such case, existing Guarantors need not execute any supplemental indenture); (9) to secure the Notes or any Note Guarantee; or (10) to add to the covenants of the Company for the benefit of the Holders of Notes or surrender any right or power conferred upon the Company. 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 7.02 hereof, the Trustee shall will join with the Company and the Subsidiary Guarantors in the execution of any amended or supplemental Indenture indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee 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 9.02 of this Indenture, but subject to Section 9.03, the Company, the Subsidiary Guarantors and the Trustee may amend or supplement this Indenture, the Subsidiary Guarantees Guarantees, the Escrow Agreement or the Notes without the consent of any Holder of a Note: (a) to cure any ambiguity, defect or inconsistency in the Indenture; provided that such amendments do not adversely affect the interests of the Holders in any material respectinconsistency; (b) comply with the provisions of Article 5 hereof; (c) comply with any requirements of the SEC in connection with the qualification of the Indenture under the Trust Indenture Act; (d) evidence and provide for the acceptance of appointment by a successor Trustee; or (e) make any change that, in the good faith opinion of the Board of Directors, does not materially and adversely affect the rights of any Holder; (f) 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 and adversely affect any Holder; (c) to provide for the assumption of the Company's obligations to the Holders of the Notes by a successor to the Company pursuant to Article 5 hereof; (d) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder of any HolderHolder 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; (f) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereof; or (g) to allow any Subsidiary Guarantor to execute a supplemental indenture and/or a Subsidiary Guarantee with respect to the Notes. Upon the request of the Company accompanied by either (i) a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indenture or (ii) an Officers' Certificate certifying that its Board of Directors has authorized the execution of any such amended or supplemental Indenture, and upon receipt by the Trustee of the documents described in Section 7.02 7.02(b) hereof, if requested, the Trustee shall join with the Company and the 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 limiting the generality of the foregoing, if the TIA as in effect at the date of the execution and delivery of this Indenture or at any time thereafter becomes amended and if any such amendment requires one or more changes to any of the provisions hereof or the inclusion herein of any additional provisions, or by operation of law is deemed to effect such changes or incorporate such provisions by reference or otherwise, this Indenture shall be deemed to have been amended so as to conform to such amendment to the TIA, and the Company, the Guarantors and the Trustee may, without the consent of any Holders, enter into a supplemental indenture to effect or evidence such changes or additional provisions.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture, the Company, the Subsidiary Guarantors and the Trustee may amend or supplement this Indenture, the Subsidiary Guarantees Indenture or the Notes or the Note Guarantees without the consent of any Holder of a Note: (a1) to cure any ambiguity, defect or inconsistency in the Indenture; provided that such amendments do not adversely affect the interests of the Holders in any material respectinconsistency; (b) comply with the provisions of Article 5 hereof; (c) comply with any requirements of the SEC in connection with the qualification of the Indenture under the Trust Indenture Act; (d) evidence and provide for the acceptance of appointment by a successor Trustee; or (e) make any change that, in the good faith opinion of the Board of Directors, does not materially and adversely affect the rights of any Holder; (f2) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3) to provide for the assumption of the Company's or a Guarantor's obligations to the Holders of the Notes and Note Guarantees by a successor to the Company or such Guarantor pursuant to Article 5 or Article 11 hereof; (4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or to alter the provisions of Article 2 hereof (including the related definitions) in a manner that does not materially and adversely affect the legal rights hereunder of any Holder; or; (g5) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; (6) to conform the text of this Indenture or the Notes to any provision of the "Description of Subordinated Notes" section of the Company's Offering Circular dated April 8, 2004, relating to the initial offering of the Notes; (7) to allow any Subsidiary Guarantor to execute a supplemental indenture and/or a Subsidiary 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 7.02 hereof, the Trustee shall will join with the Company and the Subsidiary Guarantors in the execution of any amended or supplemental Indenture indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee 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. After an amendment, supplement or waiver under this Section 9.01 becomes effective, the Company will mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture, the Company, the Subsidiary Guarantors and the Trustee may amend or supplement this Indenture, the Subsidiary Note Guarantees or the Notes without the consent of any Holder of a Note: (a1) to cure any ambiguity, defect or inconsistency in the Indenture; provided that such amendments do not adversely affect the interests of the Holders in any material respectinconsistency; (b) comply with the provisions of Article 5 hereof; (c) comply with any requirements of the SEC in connection with the qualification of the Indenture under the Trust Indenture Act; (d) evidence and provide for the acceptance of appointment by a successor Trustee; or (e) make any change that, in the good faith opinion of the Board of Directors, does not materially and adversely affect the rights of any Holder; (f2) 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 and adversely affect any Holder; (3) to provide for the assumption of the Company's or a Guarantor's obligations to the Holders of the Notes by a successor to the Company pursuant to Article 5 or Article 10 hereof; (4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder of any HolderHolder of the Note; (5) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; (6) to conform the text of the Indenture, the Note Guarantees or the Notes to any provision contained in the "Description of Notes" in the Company's prospectus supplement dated May 2, 2003 with respect to the Notes to the extent that such provision in the "Description of Notes" was intended to be a verbatim recitation of a provision of the Indenture, the Note Guarantees or the Notes; (7) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereof; or (g) 8) to allow any Subsidiary Guarantor to execute a supplemental indenture and/or a Subsidiary 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 Indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall will join with the Company and the 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 will not be obligated to enter into such amended or supplemental Indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this IndentureIndenture (but subject in any event to Section 10.13), without the consent of any Holder of Notes, the Company, the Subsidiary Guarantors and the Trustee may amend or supplement this Indenture, the Subsidiary Guarantees Notes or the Notes without the consent of any Holder of a NoteNote Guarantees: (a1) to cure any ambiguity, defect or inconsistency in the Indenture; provided that such amendments do not adversely affect the interests of the Holders in any material respectinconsistency; (b) comply with the provisions of Article 5 hereof; (c) comply with any requirements of the SEC in connection with the qualification of the Indenture under the Trust Indenture Act; (d) evidence and provide for the acceptance of appointment by a successor Trustee; or (e) make any change that, in the good faith opinion of the Board of Directors, does not materially and adversely affect the rights of any Holder; (f2) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3) to provide for the assumption of the Company’s or a Subsidiary Guarantor’s obligations to the Holders of Notes and Note Guarantees in the case of a merger or consolidation or sale of all or substantially all of the Company’s or such Subsidiary Guarantor’s assets, as applicable; (4) to alter make any change that would provide any additional rights or benefits to the provisions of Article 2 hereof (including the related definitions) in a manner Holders or that does not materially and adversely affect the legal rights hereunder of any such Holder; or; (g5) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; (6) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date of this Indenture; (7) to allow any Subsidiary Guarantor to execute a supplemental indenture and/or a Subsidiary Note Guarantee with respect to the Notes; After an amendment becomes effective, the Company is required to mail to each registered Holder of the Notes a notice briefly describing such amendment. However, the failure to give such notice to all Holders of the Notes, or any defect therein, will not impair or affect the validity of the amendment. 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 permitted by the terms of this Indenture, and upon receipt by the Trustee of the documents described in Section 7.02 13.04 hereof, the Trustee shall will join with the Company and the Subsidiary Guarantors in the execution of any such amended or supplemental Indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein containedindenture, but the Trustee shall 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 9.02 9.2 of this Indenture, the Company, the Subsidiary Guarantors and the Trustee may amend or supplement this Indenture, the Subsidiary Guarantees Notes or the Notes Note Guarantees without the consent of any Holder of a Note: (a) to cure any ambiguity, defect or inconsistency in the Indenture; provided that such amendments do not adversely affect the interests of the Holders in any material respectinconsistency; (b) comply with the provisions of Article 5 hereof; (c) comply with any requirements of the SEC in connection with the qualification of the Indenture under the Trust Indenture Act; (d) evidence and provide for the acceptance of appointment by a successor Trustee; or (e) make any change that, in the good faith opinion of the Board of Directors, does not materially and adversely affect the rights of any Holder; (f) to provide for uncertificated Notes in addition to or in place of certificated Notes or to alter the provisions of Article 2 II hereof (including the related definitions) in a manner that does not materially and adversely affect any Holder; (c) to provide for the assumption of the Company's or any Guarantor's obligations to the Holders of the Notes by a successor to the Company pursuant to Article V or Article XII 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 HolderHolder of the Note; (e) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; (f) to add a Guarantor pursuant to Section 12.2; orand (g) to allow any Subsidiary Guarantor evidence and provide the acceptance of the appointment of a successor Trustee pursuant to execute a supplemental indenture and/or a Subsidiary Guarantee with respect to the NotesSection 7.8 and 7.9. 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 7.02 7.2 hereof, the Trustee shall join with the Company and the Subsidiary Guarantors in the execution of any amended or supplemental Indenture indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental Indenture indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture, the Company, the Subsidiary Guarantors and the Trustee may amend or supplement this Indenture, the Subsidiary Guarantees Indenture or the Notes without the consent of any Holder of a Note: (a1) to cure any ambiguity, defect or inconsistency in the Indenture; provided that such amendments do not adversely affect the interests of the Holders in any material respectinconsistency; (b) comply with the provisions of Article 5 hereof; (c) comply with any requirements of the SEC in connection with the qualification of the Indenture under the Trust Indenture Act; (d) evidence and provide for the acceptance of appointment by a successor Trustee; or (e) make any change that, in the good faith opinion of the Board of Directors, does not materially and adversely affect the rights of any Holder; (f2) to provide for uncertificated Notes in addition to or in place of certificated Notes Notes; (3) to provide for the assumption of the Company's or a Guarantor's obligations to alter the provisions of Holders by a successor to the Company or such Guarantor pursuant to Article 2 hereof 5 or Article 10 hereof; respectively; (including 4) to make any change that would provide any additional rights or benefits to the related definitions) in a manner Holders or that does not materially and adversely affect in any material respect the legal rights hereunder of any Holder; (5) to provide any security for, any guarantees of or any additional obligors on the Notes or the Note Guarantees, or to confirm and evidence the release, termination or discharge of any such security or guarantee when such release, termination or discharge is permitted by this Indenture; (6) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; or (g7) to allow conform the text of this Indenture or the Notes to any Subsidiary Guarantor provision in the Offering Circular in the section "Description of Notes" to execute the extent that such provision in the "Description of Notes" was intended to be a supplemental indenture and/or substantially verbatim recitation of a Subsidiary Guarantee with respect to provision of this Indenture, the Note Guarantees 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 Section 7.02 9.06 hereof, the Trustee shall will join with the Company and the 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 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, in which case the Trustee may in its discretion, but will not be obligated to, enter into such amended or supplemental Indenture.

Without Consent of Holders of Notes. (a) Notwithstanding Section 9.02 subsection 9.02(e) of this Indenture, the Company, the Subsidiary Guarantors Company and the Trustee may amend or supplement this Indenture, the Subsidiary Guarantees Indenture or the Notes without the consent of any Holder of a Note: (a1) to cure any ambiguity, defect or inconsistency in the Indenture; provided inconsistency; (2) to make any change that such amendments do does not adversely affect the interests rights of any Holder of the Holders Notes in any material respect; (b) comply with the provisions of Article 5 hereof; (c) comply with any requirements of the SEC in connection with the qualification of the Indenture under the Trust Indenture Act; (d) evidence and provide for the acceptance of appointment by a successor Trustee; or (e) make any change that, in the good faith opinion of the Board of Directors, does not materially and adversely affect the rights of any Holder; (f3) to provide for uncertificated Notes in addition to or in place of certificated Notes; (4) to provide for the assumption of the Company’s obligations to Holders of Notes in the case of a merger or consolidation or sale of all or substantially all of the Company’s assets; (5) to make any change that would provide any additional rights or benefits to the Holders of Notes or to alter the provisions of Article 2 hereof (including the related definitions) in a manner that does not materially and adversely affect the legal rights under this Indenture of any such Holder; (6) to comply with requirements of the Commission in order to effect or maintain the qualification of this Indenture under the TIA; (7) to comply with Section 4.21, including to release any Subsidiary Guarantor upon its sale or designation as an Unrestricted Subsidiary or other permitted release from its Guarantee in accordance with this Indenture; (8) to provide a Guarantee of the Notes by one or more Subsidiaries of the Company; (9) to evidence and provide for the acceptance of appointment of a successor Trustee; or (g10) to allow any Subsidiary Guarantor to execute a supplemental indenture and/or a Subsidiary Guarantee provide for the issuance of Additional Notes in accordance with respect to the Notes. limitations set forth in this Indenture. (b) 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 any documents described in Section 7.02 requested under subsection 7.02(b) hereof, the Trustee shall join with the Company and the 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. Notwithstanding Section 9.02 of this Indenturehereof, the Company, the Subsidiary Guarantors Company and the Trustee may amend or supplement this Indenture, the Notes or the Subsidiary Guarantees or the Notes without the consent of any Holder of a Note: (a) to cure any ambiguity, defect or inconsistency in the Indenture; provided that such amendments do not adversely affect the interests of the Holders in any material respectinconsistency; (b) comply with the provisions of Article 5 hereof; (c) comply with any requirements of the SEC in connection with the qualification of the Indenture under the Trust Indenture Act; (d) evidence and provide for the acceptance of appointment by a successor Trustee; or (e) make any change that, in the good faith opinion of the Board of Directors, does not materially and adversely affect the rights of any Holder; (f) 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 and adversely affect any Holder; (c) to provide for the assumption of the Company’s obligations to the Holders of the Notes in the case of a merger, consolidation or sale of assets of the Company pursuant to Article 5 hereof or of any Guarantor pursuant to Article 10 hereof or to add any Person as a Guarantor hereunder; (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; or; (e) to comply with requirements of the Commission in order to effect or maintain the qualification of this Indenture under the TIA; (f) to provide for Guarantees of the Notes or to release Guarantees in accordance with this Indenture; (g) to allow secure the Notes; (h) to provide for Additional Notes in accordance with this Indenture; or (i) to conform the text of this Indenture, the Subsidiary Guarantees or the Notes to any Subsidiary Guarantor to execute a supplemental indenture and/or a Subsidiary Guarantee with respect provision of the “Description of the Notes” in the Offering Circular to the extent that such provision in the “Description of the Notes” was intended to be a substantially verbatim recitation of a provision of this Indenture, the Subsidiary Guarantees or the Notes, as applicable, as evidenced by an Officers’ Certificate of the Company delivered to the 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 Indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Company and the 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 duties, liabilities or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture, the Company, the Subsidiary Guarantors and the Trustee may amend or supplement this Indenture, the Subsidiary Guarantees or the Notes without the consent of any Holder of a Note: (a) cure any ambiguity, defect or inconsistency in the Indenture; provided PROVIDED that such amendments do not adversely affect the interests of the Holders in any material respect; (b) comply with the provisions of Article 5 hereof; (c) comply with any requirements of the SEC in connection with the qualification of the Indenture under the Trust Indenture Act; (d) evidence and provide for the acceptance of appointment by a successor Trustee; or (e) make any change that, in the good faith opinion of the Board of Directors, does not materially and adversely affect the rights of any Holder; (f) 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 and adversely affect the rights of any Holder; (g) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereof; or (gh) to allow any Subsidiary 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 Indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Company and the 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. Notwithstanding Section 9.02 of this Indenture9.2 hereof, the CompanyIssuer, the Subsidiary Guarantors and the Trustee together may amend or supplement this Indenture, the Subsidiary Notes, the Guarantees or the Notes Priority Agreement without the consent of any Holder of a Note: (a1) to cure any ambiguity, defect defect, error or inconsistency in the Indenture; provided that such amendments do not adversely affect the interests of the Holders in any material respectinconsistency; (b) comply with the provisions of Article 5 hereof; (c) comply with any requirements of the SEC in connection with the qualification of the Indenture under the Trust Indenture Act; (d) evidence and provide for the acceptance of appointment by a successor Trustee; or (e) make any change that, in the good faith opinion of the Board of Directors, does not materially and adversely affect the rights of any Holder; (f2) to provide for uncertificated Notes in addition to or in place of certificated Definitive Notes (provided 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 the uncertificated Notes are described in Section 163(f)(2)(B) of the Code); (3) to provide for the assumption of the Issuer’s or a Guarantor’s obligations to Holders in the case of a merger or consolidation or sale of all or substantially all of the Issuer’s or such Guarantor’s assets, as applicable; (4) to make any change that would provide any additional rights or benefits to the Holders or that does not materially and adversely affect the legal rights under this Indenture of any Holder; or; (g5) to allow any Subsidiary Guarantor to execute a supplemental indenture and/or a Subsidiary Guarantee with respect to the Notes; (6) to evidence and provide the acceptance of the appointment of a successor Trustee under this Indenture; (7) to add additional parties to the Priority Agreement to the extent permitted hereunder and thereunder; or (8) to terminate the Priority Agreement to the extent permitted hereunder. Without the consent of the Holders of 80% in aggregate principal amount of the Notes then outstanding, an amendment or waiver may not (with respect to any Notes held by a non-consenting Holder) release any Guarantor from any of its obligations under its Guarantee or this Indenture, except in accordance with the terms of this Indenture. Upon the request of the Company Issuer, accompanied by a resolution of its Board of Directors Resolution authorizing the execution of any such amended or supplemental Indentureindenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof9.5, the Trustee shall join with the Company Issuer and the Subsidiary Guarantors in the execution of any amended or supplemental Indenture indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that which may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental Indenture that indenture which adversely affects its own rights, duties or immunities hereunder or otherwise. For so long as the Notes are admitted to the Global Exchange Market of the Irish Stock Exchange, and the rules of the Global Exchange Market of the Irish Stock Exchange so require, the Issuer will give notice to the Companies Announcement Office of the Irish Stock Exchange in Dublin of any of the foregoing amendments, supplements and waivers and provide, if necessary, a supplement to the Offering Memorandum setting forth reasonable details in connection with any such amendments, supplements or waivers. Notwithstanding anything to the contrary in this Section 9.1, in order to effect an amendment authorized by this Section 9.1 to add a Guarantor under this Indenture or otherwiseIndenture, it shall only be necessary for the supplemental indenture providing for the accession of such additional Guarantor to be duly authorized and executed by (i) the Issuer, (ii) such additional Guarantor and (iii) the Trustee.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture, without the consent of any Holder of Notes, the Company, the Subsidiary Guarantors and the Trustee may amend or supplement this Indenture, the Subsidiary Guarantees Notes or the Notes without the consent of any Holder of a NoteNote Guarantees: (a1) to cure any ambiguity, defect or inconsistency in the Indenture; provided that such amendments do not adversely affect the interests of the Holders in any material respectinconsistency; (b) comply with the provisions of Article 5 hereof; (c) comply with any requirements of the SEC in connection with the qualification of the Indenture under the Trust Indenture Act; (d) evidence and provide for the acceptance of appointment by a successor Trustee; or (e) make any change that, in the good faith opinion of the Board of Directors, does not materially and adversely affect the rights of any Holder; (f2) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3) to provide for the assumption of the Company’s or a Guarantor’s obligations to the Holders of the Notes and Note Guarantees by a successor to the Company or such Guarantor pursuant to Article 5 or Article 11 hereof; (4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or to alter the provisions of Article 2 hereof (including the related definitions) in a manner that does not materially and adversely affect the legal rights hereunder of any Holder; (5) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; (6) to conform the text of this Indenture, the Notes, the Note Guarantees or the security documents to any provision of the “Description of Notes” section of the Offering Memorandum, 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 Notes, the Note Guarantees or the security documents, which intent may be evidenced by an Officers’ Certificate to that effect; (7) to enter into additional or supplemental security documents; (8) to release Collateral in accordance with the terms of this Indenture and the security documents; (9) to make, complete or confirm any grant of Collateral permitted or required by this Indenture or any of the security documents or any release of Collateral that becomes effective as set forth in this Indenture or any of the security documents; (10) 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 (g11) to allow any Subsidiary Guarantor to execute a supplemental indenture and/or a Subsidiary 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 7.02 hereof, the Trustee shall will join with the Company and the Subsidiary Guarantors in the execution of any amended or supplemental Indenture indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee 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 9.02 of this Indenture, the Company, the Subsidiary Guarantors and the Trustee may amend or supplement this Indenture, the Subsidiary Note Guarantees or the Notes without the consent of any Holder of a Note: (a1) to cure any ambiguity, defect or inconsistency in the Indentureinconsistency; provided that such amendments do not adversely affect the interests of the Holders in any material respect;77 (b) comply with the provisions of Article 5 hereof; (c) comply with any requirements of the SEC in connection with the qualification of the Indenture under the Trust Indenture Act; (d) evidence and provide for the acceptance of appointment by a successor Trustee; or (e) make any change that, in the good faith opinion of the Board of Directors, does not materially and adversely affect the rights of any Holder; (f2) 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 and adversely affect any Holder; (3) to provide for the assumption of the Company's or a Guarantor's obligations to the Holders of the Notes by a successor to the Company pursuant to Article 5 or Article 11 hereof; (4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder of any such Holder; (5) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; (6) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereof; or (g7) to allow any Subsidiary Guarantor to execute a supplemental indenture and/or a Subsidiary 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 Indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall will join with the Company and the 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 will not be obligated to enter into such amended or supplemental Indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture8.02, the CompanyIssuers, the Subsidiary Guarantors and the Trustee may amend or supplement the Base Indenture (as it relates to the Notes), this Indenture, the Subsidiary Guarantees Supplemental Indenture or the Notes without the consent of any Holder of a Note: (a1) to cure any ambiguity, defect or inconsistency in the Indenture; provided that such amendments do not adversely affect the interests of the Holders in any material respectinconsistency; (b) comply with the provisions of Article 5 hereof; (c) comply with any requirements of the SEC in connection with the qualification of the Indenture under the Trust Indenture Act; (d) evidence and provide for the acceptance of appointment by a successor Trustee; or (e) make any change that, in the good faith opinion of the Board of Directors, does not materially and adversely affect the rights of any Holder; (f2) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3) to provide for the assumption of an Issuer’s obligations to the Holders of Notes pursuant to Article Five; (4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder of any Holder; (5) to secure the Notes or the 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 alter evidence the provisions of Article 2 hereof (including the related definitions) in a manner that does not materially and adversely affect the rights release of any Holder; orGuarantor from its Subsidiary Guarantee, in each case, in accordance with Article Nine; (g8) to comply with requirements of the Commission in order to effect or maintain the qualification of this Indenture with respect to the Notes under the Trust Indenture Act; (9) to allow any Subsidiary Guarantor evidence or provide for the acceptance of appointment under this Supplemental Indenture and the Base Indenture (as it relates to execute the Notes) of a supplemental indenture and/or a Subsidiary Guarantee successor Trustee with respect to the Notes; (10) to provide for the reorganization of the Company as any other form of entity in accordance with Section 5.01(c); or (11) to conform the text of the Base Indenture (as it relates to the Notes), this Supplemental Indenture or the Notes to any provision of the section entitled “Description of Notes” in the Prospectus Supplement relating to the Notes dated May 12, 2014. 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 7.02 hereof8.06, the Trustee shall join with the Company Issuers and the Subsidiary Guarantors in the execution of any amended or supplemental Indenture indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental Indenture indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture, the Company, the Parent Guarantor, the Subsidiary Guarantors and the Trustee may amend or supplement this Indenture, the Subsidiary Guarantees Notes, the Indenture Guarantees, either of the Security Agreements or either of the Notes Intercreditor Agreements without the consent of any Holder of a Note: (a) to cure any ambiguity, defect or inconsistency in the Indenture; provided that such amendments do not adversely affect the interests of the Holders in any material respectinconsistency; (b) comply with the provisions of Article 5 hereof; (c) comply with any requirements of the SEC in connection with the qualification of the Indenture under the Trust Indenture Act; (d) evidence and provide for the acceptance of appointment by a successor Trustee; or (e) make any change that, in the good faith opinion of the Board of Directors, does not materially and adversely affect the rights of any Holder; (f) 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 and adversely affect any Holder; (c) to provide for the assumption of the Company's obligations to the Holders of the Notes by a successor to the Company pursuant to Article 5 hereof; (d) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder of any HolderHolder of the Note; (e) to comply with requirements of the SEC or in order to effect or maintain the qualification of this Indenture under the TIA; (f) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereof; or (g) to allow any add a Subsidiary Guarantor pursuant to execute a supplemental indenture and/or a Subsidiary Guarantee with respect to the NotesSection 11.05. 57 Upon the request of the Company Company, the Parent Guarantor and the Subsidiary Guarantors accompanied by a resolution of its Board each of their Boards of Directors authorizing the execution of any such amended or supplemental Indenture, Indenture Guarantee, Security Agreement or Intercreditor Agreement and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Company Company, the Parent Guarantor and the Subsidiary Guarantors in the execution of (or, in the case of any Security Agreement, directing the Collateral Agent to execute) any amended or supplemental Indenture, Indenture Guarantee, Security Agreement or Intercreditor Agreement 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 (or, if applicable, direct the Collateral Agent to enter into) such amended or supplemental Indenture, Indenture Guarantee, Security Agreement or Intercreditor Agreement that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture, the Company, the Subsidiary Guarantors and the Trustee may amend or supplement this Indenture, the Subsidiary Guarantees Indenture or the Notes or the Note Guarantees without the consent of any Holder of a Note: (a1) to cure any ambiguity, omission, mistake, defect or inconsistency in the Indenture; provided that such amendments do not adversely affect the interests of the Holders in any material respectinconsistency; (b) comply with the provisions of Article 5 hereof; (c) comply with any requirements of the SEC in connection with the qualification of the Indenture under the Trust Indenture Act; (d) evidence and provide for the acceptance of appointment by a successor Trustee; or (e) make any change that, in the good faith opinion of the Board of Directors, does not materially and adversely affect the rights of any Holder; (f2) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3) to provide for the assumption of the Company’s or a Guarantor’s obligations to the Holders of the Notes and Note Guarantees by a successor to the Company or such Guarantor pursuant to alter Article V or Article X hereof; (4) to make any change that would provide any additional rights or benefits to the provisions Holders of Article 2 hereof the Notes (including the related definitionsaddition of collateral to secure the Notes) in a manner or that does not materially and adversely affect the legal rights hereunder of any such Holder; or; (g5) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; (6) to conform the text of this Indenture, the Note Guarantees or the Notes to any provision of the “Description of Notes” section of the Offering Memorandum; (7) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereof; (8) to allow any Subsidiary Guarantor to execute a supplemental indenture and/or a Subsidiary Note Guarantee with respect to the Notes; or (9) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee pursuant to the requirements 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 Indentureindenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall will join with the Company and the Subsidiary Guarantors in the execution of any amended or supplemental Indenture indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee 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 9.02 of this Indenture, the Company, the Parent Guarantor, the Subsidiary Guarantors and the Trustee may amend or supplement this Indenture, the Subsidiary Guarantees Notes, the Indenture Guarantees, either of the Security Agreements or either of the Notes Intercreditor Agreements without the consent of any Holder of a Note: (a) to cure any ambiguity, defect or inconsistency in the Indenture; provided that such amendments do not adversely affect the interests of the Holders in any material respectinconsistency; (b) comply with the provisions of Article 5 hereof; (c) comply with any requirements of the SEC in connection with the qualification of the Indenture under the Trust Indenture Act; (d) evidence and provide for the acceptance of appointment by a successor Trustee; or (e) make any change that, in the good faith opinion of the Board of Directors, does not materially and adversely affect the rights of any Holder; (f) 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 and adversely affect any Holder; (c) to provide for the assumption of the Company's obligations to the Holders of the Notes by a successor to the Company pursuant to Article 5 hereof; (d) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder of any HolderHolder of the Note; (e) to comply with requirements of the SEC or in order to effect or maintain the qualification of this Indenture under the TIA; (f) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereof; oror 57 (g) to allow any add a Subsidiary Guarantor pursuant to execute a supplemental indenture and/or a Subsidiary Guarantee with respect to the NotesSection 11.05. Upon the request of the Company Company, the Parent Guarantor and the Subsidiary Guarantors accompanied by a resolution of its Board each of their Boards of Directors authorizing the execution of any such amended or supplemental Indenture, Indenture Guarantee, Security Agreement or Intercreditor Agreement and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Company Company, the Parent Guarantor and the Subsidiary Guarantors in the execution of (or, in the case of any Security Agreement, directing the Collateral Agent to execute) any amended or supplemental Indenture, Indenture Guarantee, Security Agreement or Intercreditor Agreement 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 (or, if applicable, direct the Collateral Agent to enter into) such amended or supplemental Indenture, Indenture Guarantee, Security Agreement or Intercreditor Agreement that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture, the CompanyStericycle, the Subsidiary Guarantors and the Trustee may amend or supplement this Indenture, the Subsidiary Guarantees or the Notes without the consent of any Holder of a NoteHolder: (a1) to cure any ambiguity, defect or inconsistency in the Indenture; provided that such amendments do not adversely affect the interests of the Holders in any material respectinconsistency; (b) comply with the provisions of Article 5 hereof; (c) comply with any requirements of the SEC in connection with the qualification of the Indenture under the Trust Indenture Act; (d) evidence and provide for the acceptance of appointment by a successor Trustee; or (e) make any change that, in the good faith opinion of the Board of Directors, does not materially and adversely affect the rights of any Holder; (f2) 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 and adversely affect any Holder; (3) to provide for the assumption of Stericycle's or a Guarantor's obligations to Holders of Notes by a successor to Stericycle or such Guarantor pursuant to Article 5 or Article 11 hereof; (4) to make any change that would provide any additional rights or benefits to the Holders of Notes or that does not adversely affect the legal rights under this Indenture of any such Holder; (5) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act; (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 (g7) to allow any Subsidiary 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 7.02 hereof, the Trustee shall join with the Company and the Subsidiary Guarantors in the execution of any amended or supplemental Indenture indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental Indenture indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture, the Company, the Subsidiary Guarantors Company and the Trustee may amend or supplement this Indenture, the Subsidiary Guarantees Indenture or the Notes without the consent of any Holder of a Noteto: (a) cure any ambiguity, omission, defect or inconsistency in the Indenture; provided any manner that such amendments do is not adversely affect the interests of the Holders adverse in any material respect;respect to any Holders, (b) comply with provide for the provisions assumption by a successor corporation of Article 5 hereof;the obligations of the Company under this Indenture, (c) comply with any requirements of the SEC in connection with the qualification of the Indenture under the Trust Indenture Act; (d) evidence and provide for the acceptance of appointment by a successor Trustee; or (e) make any change that, in the good faith opinion of the Board of Directors, does not materially and adversely affect the rights of any Holder; (f) 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 to alter the provisions of Article 2 hereof (including the related definitions) in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code), (d) add Guarantees with respect to the Notes or to release Guarantors of the Notes from Guaranties with respect to the Notes as permitted by the terms of this Indenture, (e) secure the Notes, to add to the covenants of the Company for the benefit of the Holders or to surrender any right or power conferred upon the Company, (f) make any change that does not materially and adversely affect the rights of any HolderHolders, (g) make any change to comply with any requirement of the SEC in connection with the qualification of this Indenture under the TIA; or (gh) to allow any Subsidiary Guarantor to execute a supplemental indenture and/or a Subsidiary Guarantee provide for the issuance of Additional Notes in accordance with respect to the Notesthis Indenture. Upon the request of the Company accompanied by a resolution Board Resolution of its the Board of Directors authorizing the execution of any such amended or supplemental Indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Company and the 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.