Common use of Supplemental Indentures Without Consent of Holders Clause in Contracts

Supplemental Indentures Without Consent of Holders. The Company, when authorized by the resolutions of the Board of Directors, and the Trustee, at the Company’s expense and direction, may from time to time and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes: (a) to cure any ambiguity, omission, defect or inconsistency; (b) to provide for the assumption by a Successor Company of the obligations of the Company under this Indenture pursuant to Article 11; (c) to add guarantees with respect to the Notes; (d) to secure the Notes; (e) to add to the covenants or Events of Defaults of the Company for the benefit of the Holders or surrender any right or power conferred upon the Company; (f) upon the occurrence of any transaction or event described in Section 14.07(a), to (i) provide that the Notes are convertible into Reference Property, subject to Section 14.02, and (ii) effect the related changes to the terms of the Notes described under Section 14.07(a), in each case, in accordance with Section 14.07; (g) to make any change that does not adversely affect the rights of any Holder; or (h) to conform the provisions of this Indenture or the Notes to the “Description of the Notes” section of the Offering Memorandum. Upon the written request of the Company, the Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental indenture that affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. The Trustee shall be entitled to seek an Opinion of Counsel, at the Company’s expense, that any such supplemental indenture is authorized and permitted by the terms of this Indenture and not contrary to law. Any supplemental indenture authorized by the provisions of this Section 10.01 may be executed by the Company and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 10.02.

Supplemental Indentures Without Consent of Holders. The Company, when authorized by the resolutions of the Board of Directors, Directors and the Trustee, at the Company’s expense and directionwithout notice, may from time to time and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes: (a) to cure or supplement any ambiguity, omission, defect or inconsistency; (b) to provide for the assumption by a Successor Company of the obligations of the Company under this Indenture pursuant to Article 1111 or Section 13.07; (c) to add guarantees with respect to the Notes; (d) to secure the Notes; (e) to add to the covenants of the Company or Events of Defaults of the Company Default for the benefit of the Holders or surrender any right or power conferred upon the Company; (f) upon the occurrence of any transaction or event described in Section 14.07(a), to (i) provide that the Notes are convertible into Reference Property, subject to Section 14.02, and (ii) effect the related changes to the terms of the Notes described under Section 14.07(a), in each case, in accordance with Section 14.07; (g) to make any change that does not adversely affect the rights of any Holder; or; (hg) to conform the provisions of this Indenture or the Notes to the “Description of the Notes” section of the Offering Memorandum; (h) to evidence and provide for the appointment under this Indenture of a successor ▇▇▇▇▇▇▇; or (i) to make any other change that does not adversely affect the interests of the Holders in any material respect. Upon the written request of the Company, the Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental indenture that affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. The Trustee shall be entitled to seek an Opinion of Counsel, at the Company’s expense, that any such supplemental indenture is authorized and permitted by the terms of this Indenture and not contrary to law. Any supplemental indenture authorized by the provisions of this Section 10.01 may be executed by the Company and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 10.02.

Supplemental Indentures Without Consent of Holders. The CompanyWithout the consent of any Holder, the Company and any Guarantor, when authorized by the resolutions of the Board of DirectorsResolutions, and the Trustee, at the Company’s expense any time and direction, may from time to time and at any time time, may enter into an indenture or indentures supplemental hereto for one or more indentures supplemental hereto, or may amend, modify or supplement the Securities, this Indenture, or any of the Collateral Documents, in form satisfactory to the Trustee and the Company, for any of the following purposes: (a1) to cure any ambiguity, omissiondefect, defect or inconsistency, or to make any other provisions with respect to matters or questions arising under this Indenture which shall not be inconsistent with the provisions of this Indenture, provided such action pursuant to this clause (1) shall not adversely affect the interests of any Holder in any respect; (b) to provide for the assumption by a Successor Company of the obligations of the Company under this Indenture pursuant to Article 11; (c) to add guarantees with respect to the Notes; (d) to secure the Notes; (e2) to add to the covenants or Events of Defaults of the Company for the benefit of the Holders Holders, or to surrender any right or power herein conferred upon the Company; (f) upon the occurrence of any transaction Company or event described in Section 14.07(a), to (i) provide that the Notes are convertible into Reference Property, subject to Section 14.02, and (ii) effect the related changes to the terms of the Notes described under Section 14.07(a), in each case, in accordance with Section 14.07; (g) to make any other change that does not adversely affect the rights of any Holder; orprovided, that the Company has delivered to the Trustee an Opinion of Counsel stating that such change does not adversely affect the rights of any Holder; (h3) to conform provide for additional collateral for or additional Guarantors of the provisions Securities; (4) to provide for uncertificated Securities in addition to or in place of this Indenture or certificated Securities; (5) to evidence the Notes succession of another person to the “Description Company, and the assumption by any such successor of the Notes” section of the Offering Memorandum. Upon the written request obligations of the Company, herein and in the Trustee is hereby authorized Securities in accordance with Article VI; or (6) to join comply with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental indenture that affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. The Trustee shall be entitled to seek an Opinion of Counsel, at the Company’s expense, that any such supplemental indenture is authorized and permitted by the terms of this Indenture and not contrary to law. Any supplemental indenture authorized by the provisions of this Section 10.01 may be executed by the Company and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 10.02TIA.

Supplemental Indentures Without Consent of Holders. The Company, when authorized by the resolutions of the Board of Directors, Company and the Trustee, at the Company’s expense and directionexpense, may from time to time and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes: (a) to cure any ambiguity, omission, defect or inconsistencyinconsistency in this Indenture or the Notes in a manner that does not, individually or in the aggregate, materially adversely affect the rights of any Holder; (b) to provide for the assumption by a Successor Company of the obligations of the Company under this Indenture and the Notes pursuant to Article 11; (c) to add guarantees with respect to the Notes; (d) to secure the Notes; (e) to add to the covenants or Events of Defaults of the Company for the benefit of the Holders or surrender any right or power conferred upon the Company; (f) upon the occurrence of any transaction or event described in Section 14.07(a), to (i) provide that the Notes are convertible into Reference Property, subject to Section 14.02, and (ii) effect the related changes to the terms of the Notes described under Section 14.07(a), in each case, in accordance with Section 14.07; (g) to make any change that does not adversely affect the rights of any Holder; (g) to increase the Conversion Rate as provided in this Indenture; (h) to provide for the acceptance of appointment by a successor trustee pursuant to Section 7.09 or to facilitate the administration of the trusts by more than one trustee; (i) to irrevocably elect a Settlement Method and/or irrevocably elect a minimum Specified Dollar Amount, or to eliminate the Company’s right to elect a Settlement Method; (j) in connection with any Merger Event, provide that the Notes are convertible into Reference Property, subject to the provisions of Section 13.02, and make such related changes to the terms of the Notes to the extent expressly required by Section 13.07; or (hk) to conform the provisions of this Indenture or the Notes to the “Description of the Notes” section of the Offering Memorandum. Upon the written request of the Company, the Trustee is hereby authorized to to, and shall join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained, but except that the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental indenture that affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. The Trustee shall be entitled to seek an Opinion of Counsel, at the Company’s expense, that any such supplemental indenture is authorized and permitted by the terms of this Indenture and not contrary to law. Any supplemental indenture authorized by the provisions of this Section 10.01 may be executed by the Company and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 10.02. After any such supplemental indenture becomes effective, the Company shall mail to the Holders and the Trustee a notice briefly describing such supplemental indenture. However, the failure to give such notice to all the Holders, or any defect in the notice, will not impair or affect the validity of the supplemental indenture.

Supplemental Indentures Without Consent of Holders. The CompanyWithout the consent of any Holder, when authorized by the resolutions of the Board of Directors, Company and the Trustee, at the Company’s expense and directionexpense, may from time to time and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes: (a) to cure any ambiguity, omission, defect or inconsistency; (b) to provide for the assumption by a Successor Company of the obligations of the Company under this Indenture pursuant to Article 11; (c) to add guarantees with respect to the Notes; (d) to secure the Notes; (e) to add to the covenants or Events of Defaults Default of the Company for the benefit of the Holders or surrender any right or power conferred upon the CompanyCompany under this Indenture or the Notes; (f) upon the occurrence of any transaction or event described in Section 14.07(a), to (i) provide that the Notes are convertible into Reference Property, subject to Section 14.02, and (ii) effect the related changes to the terms of the Notes described under Section 14.07(a), in each case, in accordance with Section 14.07; (g) to make any change that does not adversely affect the rights of any Holder; orHolder under this Indenture or the Notes in any material respect as determined in good faith by the Company; (g) in connection with any Share Exchange Event, to provide that the Notes are convertible into Reference Property, subject to the provisions of Section 14.02 and in accordance with Section 14.07; (h) to increase the Conversion Rate as provided in this Indenture; (i) to provide for the acceptance of appointment by a successor trustee pursuant to Section 7.09 or to facilitate the administration of the trusts under this Indenture by more than one trustee; (j) to irrevocably elect a Settlement Method or a Specified Dollar Amount, or eliminate the Company’s right to elect a Settlement Method; (k) to conform the provisions of this Indenture or the Notes to any provision of the “Description of the Notes” section of the Offering Memorandum. Upon the written request of the Company, the Trustee is hereby authorized to to, and shall join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained, but except that the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental indenture that affects the Trustee’s own rights, duties duties, liabilities or immunities under this Indenture or otherwise. The Trustee shall be entitled to seek an Opinion of Counsel, at the Company’s expense, that any such supplemental indenture is authorized and permitted by the terms of this Indenture and not contrary to law. Any supplemental indenture authorized by the provisions of this Section 10.01 may be executed by the Company and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 10.02.

Supplemental Indentures Without Consent of Holders. The Without the consent of any Holders, the Company, when authorized by the resolutions of the a Board of DirectorsResolution, and the Trustee, at the Company’s expense any time and direction, may from time to time and at any time time, may enter into an indenture or indentures supplemental hereto for one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: (a1) to cure any ambiguity, omission, defect or inconsistency;inconsistency in this Indenture; or (b2) to provide for the assumption by a Successor Company successor corporation as set forth in Article VIII; or (3) to comply with any requirements of the obligations Commission in connection with the qualification of this Indenture under the Trust Indenture Act; or (4) to evidence and provide for the acceptance of appointment with respect to the Notes by a successor Trustee in accordance with this Indenture, and add or change any of the Company provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts under this Indenture pursuant to Article 11;by more than one Trustee; or (c5) to secure the Notes; or (6) to add guarantees with respect to the Notes;; or (d) to secure the Notes; (e7) to add to the covenants or Events of Defaults of the Company Default for the benefit of the Holders or surrender any right or power conferred upon the Company;; or (f) upon the occurrence of any transaction or event described in Section 14.07(a), to (i) provide that the Notes are convertible into Reference Property, subject to Section 14.02, and (ii) effect the related changes to the terms of the Notes described under Section 14.07(a), in each case, in accordance with Section 14.07; (g) 8) to make any change that does not adversely affect the rights of any HolderHolder in any material respect; or (h9) to conform the provisions of this Indenture or the Notes to any provision of the “Description of the Amortizing Notes” section of the Offering Memorandum. Upon the written request of the Company, the Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental indenture that affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. The Trustee shall be entitled to seek an Opinion of Counsel, at the Company’s expense, that any such supplemental indenture is authorized and permitted by the terms of this Indenture and not contrary to law. Any supplemental indenture authorized by the provisions of this Section 10.01 may be executed by the Company and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 10.02Prospectus Supplement.

Supplemental Indentures Without Consent of Holders. The Without the consent of any holders, the Company, when authorized by the resolutions of the a Board of DirectorsResolution, and the Trustee, at the Company’s expense any time and direction, may from time to time and at any time time, may enter into an indenture or indentures supplemental hereto for one or more indentures supplemental hereto, in form reasonably satisfactory to the Trustee, for any of the following purposes: (a) to cure evidence the succession of another corporation to the rights of the Company or any ambiguity, omission, defect Subsidiary Guarantor and the assumption by such successor of the covenants and obligations of the Company or inconsistency;any Subsidiary Guarantor contained herein and in the Notes; or (b) to provide for add to the assumption by a Successor Company of the obligations covenants of the Company under this Indenture pursuant and the Subsidiary Guarantors, for the benefit of the holders of Notes, or to Article 11;surrender any right or power herein conferred upon the Company or the Subsidiary Guarantors; or (c) to add guarantees with respect to the Notes;any additional Events of Default; or (d) to secure the Notes;Notes and Guarantees, to provide for additional collateral for the Notes or the Guarantees or to provide that any of the Company's obligations under any of the Notes or this Indenture shall be guaranteed (including adding additional Subsidiary Guarantors as contemplated by Article 15) and the terms and conditions for the release or substitution of such security or guarantee; provided that any such action as to any Guarantee shall not modify the provisions of Article 15 in a manner that would adversely affect the interests of the holders of Notes in any material respect; or (e) to add to the covenants or Events supplement any of Defaults of the Company for the benefit of the Holders or surrender any right or power conferred upon the Company; (f) upon the occurrence of any transaction or event described in Section 14.07(a), to (i) provide that the Notes are convertible into Reference Property, subject to Section 14.02, and (ii) effect the related changes to the terms of the Notes described under Section 14.07(a), in each case, in accordance with Section 14.07; (g) to make any change that does not adversely affect the rights of any Holder; or (h) to conform the provisions of this Indenture or the Notes to the “Description of the Notes” section of the Offering Memorandum. Upon the written request of the Company, the Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental indenture that affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. The Trustee extent as shall be entitled necessary to seek an Opinion permit or facilitate the defeasance and discharge of CounselNotes pursuant to Article 4 or 14, at the Company’s expense, provided that any such supplemental indenture is authorized and permitted by action shall not adversely affect the terms of this Indenture and not contrary to law. Any supplemental indenture authorized by the provisions of this Section 10.01 may be executed by the Company and the Trustee without the consent interests of the Holders holders of Notes in any material respect; or (f) to establish the form or terms of the Notes at the time outstanding, notwithstanding any of the provisions of Section 10.02.as permitted by this Indenture; or

Supplemental Indentures Without Consent of Holders. The Company, when authorized by the resolutions of the Board of Directors, Company and the Trustee, at the Company’s expense and directionexpense, may from time to time and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes: (a) to cure any ambiguity, omission, defect defect, or inconsistencyinconsistency in this Indenture or the Notes in a manner that does not, individually or in the aggregate, materially adversely affect the rights of any Holder; (b) to provide for the assumption by a Successor Company of the obligations of the Company under this Indenture and the Notes pursuant to Article 11XI; (c) to add guarantees with respect to the Notes; (d) to secure the Notes; (e) to add to the covenants or Events of Defaults Default of the Company for the benefit of the Holders or surrender any right or power conferred upon the Company; (f) upon the occurrence of any transaction or event described in Section 14.07(a), to (i) provide that the Notes are convertible into Reference Property, subject to Section 14.02, and (ii) effect the related changes to the terms of the Notes described under Section 14.07(a), in each case, in accordance with Section 14.07; (g) to make any change that does not adversely affect the rights of any Holder; (g) to increase the Conversion Rate as provided in this Indenture; (h) to provide for the acceptance of appointment by a successor trustee pursuant to Section 7.09 or to facilitate the administration of the trusts by more than one trustee; (i) to irrevocably elect a Settlement Method and/or irrevocably elect a minimum Specified Dollar Amount, or to eliminate the Company’s right to elect a Settlement Method; (j) in connection with any Common Stock Change Event, provide that the Notes are convertible into Reference Property, subject to the provisions of Section 13.02, and make such related changes to the terms of the Notes to the extent expressly required by Section 13.07; or (hk) to conform the provisions of this Indenture or the Notes to the “Description of the Notes” section of the Offering Memorandum. Upon the written request of the CompanyCompany and subject to Section 10.05, the Trustee is hereby authorized to to, and shall join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained, but except that the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental indenture that affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. The Trustee shall be entitled to seek an Opinion of Counsel, at the Company’s expense, that any such supplemental indenture is authorized and permitted by the terms of this Indenture and not contrary to law. Any supplemental indenture authorized by the provisions of this Section 10.01 may be executed by the Company and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 10.02. After any such supplemental indenture becomes effective, the Company shall give to the Holders and the Trustee a notice briefly describing such supplemental indenture. However, the failure to give such notice to all the Holders, or any defect in the notice, will not impair or affect the validity of the supplemental indenture.

Supplemental Indentures Without Consent of Holders. The Company, when authorized by the resolutions of the Board of Directors, Company and the Trustee, at the Company’s expense and directionexpense, may from time to time and at any time amend or enter into an indenture or indentures supplemental hereto for one or more of the following purposespurposes to: (a) to cure any ambiguity, omission, defect or inconsistencyinconsistency in this Indenture; (b) to provide for the assumption by a Successor Company of the obligations of the Company under this Indenture pursuant to Article 11; (c) to add guarantees with respect to the Notes; (d) to secure the Notes; (e) to add to the covenants or Events of Defaults Default of the Company for the benefit of the Holders or surrender any right or power conferred upon the CompanyCompany under this Indenture; (f) upon the occurrence of any transaction or event described in Section 14.07(a), to (i) provide that the Notes are convertible into Reference Property, subject to Section 14.02, and (ii) effect the related changes to the terms of the Notes described under Section 14.07(a), in each case, in accordance with Section 14.07; (g) to make any change that does not adversely affect the rights of any Holder; orHolder in any material respect; (g) increase the Conversion Rate as provided herein; (h) provide for the acceptance of appointment by a successor trustee or facilitate the administration of the trusts under this Indenture by more than one trustee; (i) in connection with any Merger Event, provide that the notes are convertible into Reference Property, subject to the provisions of Section 14.02, and make such related changes to the terms of the Notes to the extent expressly required by Section 14.07; (j) comply with the rules of any applicable Depositary, including The Depository Trust Company, so long as such amendment does not materially and adversely affect the rights of any Holder; (k) conform the provisions of this Indenture or the Notes to the “Description of the Notesnotes” section of the Offering Memorandum; or (l) provide for the issuance of additional Notes in accordance with this Indenture. Upon the written request of the Company, the Trustee is hereby authorized to join with the Company in the execution of any such amendment or supplemental indenture, indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental indenture that affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. The Trustee shall be entitled to seek an Opinion of Counsel, at the Company’s expense, that any such supplemental indenture is authorized and permitted by the terms of this Indenture and not contrary to law. Any supplemental indenture authorized by the provisions of this Section 10.01 may be executed by the Company and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 10.02.

Supplemental Indentures Without Consent of Holders. The Company, when authorized by the resolutions of the Board of Directors, Company and the Trustee, at Trustee may amend or supplement this Indenture or the Company’s expense and direction, may from time to time and at Securities of any time enter into an indenture or indentures supplemental hereto for one or more series without the consent of the following purposesany Holder: (a) to cure any ambiguity, omission, defect or inconsistency; (b) to provide for the assumption by a Successor Company uncertificated Securities in addition to or in place of the obligations of the Company under this Indenture pursuant to Article 11certificated Securities; (c) to add guarantees with respect provide for the assumption of the Company’s obligations to the NotesHolders of the Securities in the case of any transaction pursuant to Article 9 hereof; (d) to secure evidence and provide for the Notesacceptance of appointment hereunder by a successor trustee and to add to or change any of the provisions of the Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee; (e) to add to the covenants or Events of Defaults of the Company for the benefit of the Holders or surrender any right or power conferred upon the Company; (f) upon the occurrence of any transaction or event described in Section 14.07(a), to (i) provide that the Notes are convertible into Reference Property, subject to Section 14.02, and (ii) effect the related changes to the terms of the Notes described under Section 14.07(a), in each case, in accordance with Section 14.07; (g) to make any change that would provide any additional rights or benefits to the Holders of all or any series of Securities or that does not adversely affect the legal rights hereunder of any such Holder; or (hf) to conform comply with requirements of the provisions Commission in order to effect or maintain the qualification of this Indenture or under the Notes to the “Description of the Notes” section of the Offering MemorandumTrust Indenture Act. Upon the written request of the CompanyCompany accompanied by a resolution of their respective Board of Directors authorizing the execution of any such supplemental indenture, and upon receipt by the Trustee of the documents described in Section 8.04 hereof, the Trustee is hereby authorized to shall join with the Company in the execution of any such 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, but may in its discretion, to enter into any such supplemental indenture that which affects the Trustee’s its own rights, duties or immunities under this Indenture or otherwise. The Trustee shall be entitled to seek an Opinion of Counsel, at the Company’s expense, that any such supplemental indenture is authorized and permitted by the terms of this Indenture and not contrary to law. Any supplemental indenture authorized by the provisions of this Section 10.01 may be executed by the Company and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 10.02.

Supplemental Indentures Without Consent of Holders. The Company, when authorized by the resolutions of the Board of Directors, Company and the Trustee, at the Company’s expense and directionexpense, may from time to time and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes: (a) to cure any ambiguity, omission, defect or inconsistencyinconsistency in this Indenture or the Notes in a manner that does not, individually or in the aggregate, materially adversely affect the rights of any Holder; (b) to provide for the assumption by a Successor Company of the obligations of the Company under this Indenture and the Notes pursuant to Article 11; (c) to add guarantees with respect to the Notes; (d) to secure the Notes; (e) to add to the covenants or Events of Defaults of the Company for the benefit of the Holders or surrender any right or power conferred upon the Company; (f) upon the occurrence of any transaction or event described in Section 14.07(a), to (i) provide that the Notes are convertible into Reference Property, subject to Section 14.02, and (ii) effect the related changes to the terms of the Notes described under Section 14.07(a), in each case, in accordance with Section 14.07; (g) to make any change that does not adversely affect the rights of any Holder; or; (g) to increase the Conversion Rate as provided in this Indenture; (h) to conform provide for the acceptance of appointment by a successor trustee pursuant to Section 7.09 or to facilitate the administration of the trusts by more than one trustee; (i) to irrevocably elect a Settlement Method and/or irrevocably elect a minimum Specified Dollar Amount, or to eliminate the Company’s right to elect a Settlement Method; or (j) in connection with any Merger Event, provide that the Notes are convertible into Reference Property, subject to the provisions of this Indenture or Section 13.02, and make such related changes to the terms of the Notes to the “Description of the Notes” section of the Offering Memorandumextent expressly required by Section 13.07. Upon the written request of the Company, the Trustee is hereby authorized to to, and shall join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained, but except that the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental indenture that affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. The Trustee shall be entitled to seek an Opinion of Counsel, at the Company’s expense, that any such supplemental indenture is authorized and permitted by the terms of this Indenture and not contrary to law. Any supplemental indenture authorized by the provisions of this Section 10.01 may be executed by the Company and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 10.02. After any such supplemental indenture becomes effective, the Company shall mail to the Holders and the Trustee a notice briefly describing such supplemental indenture. However, the failure to give such notice to all the Holders, or any defect in the notice, will not impair or affect the validity of the supplemental indenture.

Supplemental Indentures Without Consent of Holders. The Notwithstanding anything to the contrary in Section 9.02, without notice to or the consent of any Holder, the Company, when authorized by the resolutions of the a Board of DirectorsResolution, and the Trustee, at the Company’s expense any time and direction, may from time to time and at any time time, may enter into an indenture or indentures supplemental hereto for one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: (a1) to cure any ambiguity, omission, defect or inconsistency;inconsistency in this Indenture; or (b2) to provide for the assumption by a Successor Company successor corporation as set forth in Article VIII; or (3) to comply with any requirements of the obligations Commission in connection with the qualification of this Indenture under the Trust Indenture Act; or (4) to evidence and provide for the acceptance of appointment with respect to the Notes by a successor Trustee in accordance with this Indenture, and add or change any of the Company provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts under this Indenture pursuant to Article 11;by more than one Trustee; or (c5) to secure the Notes; or (6) to add guarantees with respect to the Notes;; or (d) to secure the Notes; (e7) to add to the covenants or Events of Defaults of the Company Default for the benefit of the Holders or surrender any right or power conferred upon the Company;; or (f) upon the occurrence of any transaction or event described in Section 14.07(a), to (i) provide that the Notes are convertible into Reference Property, subject to Section 14.02, and (ii) effect the related changes to the terms of the Notes described under Section 14.07(a), in each case, in accordance with Section 14.07; (g) 8) to make any change that does not adversely affect the rights of any HolderHolder in any material respect; or (h9) to conform the provisions of this Indenture or the Notes to any provision of the “Description of the Amortizing Notes” section of the Offering Memorandum. Upon the written request of the Company, the Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental indenture that affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. The Trustee shall be entitled to seek an Opinion of Counsel, at the Company’s expense, that any such supplemental indenture is authorized and permitted by the terms of this Indenture and not contrary to law. Any supplemental indenture authorized by the provisions of this Section 10.01 may be executed by the Company and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 10.02Prospectus.

Supplemental Indentures Without Consent of Holders. The Company, when authorized by the resolutions of the Board of Directors, Directors and the Trustee, at the Company’s expense and directionexpense, may from time to time and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes: (a) to cure any ambiguity, omission, defect or inconsistency; (b) to provide for the assumption by a Successor Company of the obligations of the Company under this Indenture pursuant to Article 11; (c) to add guarantees with respect to the Notes; (d) to secure the Notes; (e) to add to the covenants or Events of Defaults Default of the Company for the benefit of the Holders or surrender any right or power conferred upon the Company; (f) upon the occurrence of any transaction or event described in Section 14.07(a), to (i) provide that the Notes are convertible into Reference Property, subject to Section 14.02, and (ii) effect the related changes to the terms of the Notes described under Section 14.07(a), in each case, in accordance with Section 14.07; (g) to make any change that does not adversely affect the rights of any Holder; or; (g) in connection with any Merger Event, to provide that the notes are convertible into Reference Property, subject to the provisions of Section 14.02, and make such related changes to the terms of the Notes to the extent expressly required by Section 14.07; (h) to conform the provisions of this Indenture or the Notes to the “Description of the Notes” section of the Offering MemorandumProspectus Supplement; (i) to comply with any requirements of the Commission or any successor in connection with the qualification of this Indenture under the Trust Indenture Act, or (j) appoint a successor trustee for the Notes. Upon the written request of the Company, the Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental indenture that affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. The Trustee shall be entitled to seek an Opinion of Counsel, at the Company’s expense, that any such supplemental indenture is authorized and permitted by the terms of this Indenture and not contrary to law. Any supplemental indenture authorized by the provisions of this Section 10.01 may be executed by the Company and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 10.02.

Supplemental Indentures Without Consent of Holders. The Company, when authorized by the resolutions of the Board of Directors, Directors and the Trustee, at the Company’s expense and directionexpense, may from time to time and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes: (a) to cure any ambiguity, omission, defect or inconsistencyinconsistency that does not adversely affect Holders of the Notes; (b) to provide for the assumption by a Successor Company of the obligations of the Company under this the Indenture pursuant to Article 1110; (c) to provide for or confirm the issuance of additional Notes in accordance with the terms of the Indenture; (d) to evidence and provide for the acceptance of appointment under the Indenture by a successor trustee; (e) to add guarantees with respect to the Notes; (df) to secure the Notes; (eg) to add to the covenants or Events of Defaults of the Company for the benefit of the Holders or surrender any right or power conferred upon the Company; (fh) upon the occurrence of any transaction or event described in Section 14.07(a), to (i) provide that the Notes are convertible into Reference Property, subject to Section 14.02, and (ii) effect the related changes to the terms of the Notes described under Section 14.07(a), in each case, in accordance comply with Section 14.07; (g11.07(a) to or make any change that does not adversely affect the rights of any Holder; (i) to comply with any requirement of the Commission in connection with the qualification of the Indenture under the Trust Indenture Act; or (hj) to conform the provisions of this the Indenture or the Notes to the “Description of the Notes” section of the Offering MemorandumProspectus Supplement. Upon the written request of the Company, the Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental indenture that affects the Trustee’s own rights, duties or immunities under this the Indenture or otherwise. The Trustee shall be entitled to seek an Opinion of Counsel, at the Company’s expense, that any such supplemental indenture is authorized and permitted by the terms of this Indenture and not contrary to law. Any supplemental indenture authorized by the provisions of this Section 10.01 9.02 may be executed by the Company and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 10.029.03.

Supplemental Indentures Without Consent of Holders. The Without the consent of any Holder, the Company, when authorized by the resolutions of the Board of Directors, Directors and the Trustee, at the Company’s expense and directionexpense, may from time to time and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes: (a) to cure any ambiguity, omission, defect or inconsistencyinconsistency in this Indenture that does not, individually or in the aggregate adversely, affect the rights of any Holder of the Notes in any respect; (b) to provide for the assumption by a Successor Company Continuing Entity of the obligations of the Company under this Indenture pursuant to Article 11; (c) to add guarantees with respect to the Notes; (d) to secure the Notes; (e) to add to the covenants or Events of Defaults of the Company for the benefit of the Holders or surrender any right or power conferred upon the Company; (f) upon the occurrence of any transaction or event described in Section 14.07(a), to (i) provide that the Notes are convertible into Reference Property, subject to Section 14.02, and (ii) effect the related changes to the terms of the Notes described under Section 14.07(a), in each case, in accordance with Section 14.07; (g) to make any change that does not not, individually or in the aggregate, adversely affect the rights of any HolderHolder in any respect; or (hg) to conform the provisions of this Indenture or the Notes to the “Description of the Notes” section of the Offering Memorandum. Upon the written request of the Company, the Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental indenture that affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. The Trustee shall be entitled to seek an Opinion of Counsel, at the Company’s expense, that any such supplemental indenture is authorized and permitted by the terms of this Indenture and not contrary to law. Any supplemental indenture authorized by the provisions of this Section 10.01 may be executed by the Company and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 10.02.

Supplemental Indentures Without Consent of Holders. The Company, when authorized by the resolutions of the Board of Directors, Directors and the Trustee, at the Company’s expense and directionexpense, may from time to time and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes: (a) to cure any ambiguity, omission, defect or inconsistency; (b) to provide for the assumption by a Successor Company of the obligations of the Company under this Indenture pursuant to Article 11; (c) to add guarantees with respect to the Notes; (d) to secure the Notes; (e) to add to the covenants or Events of Defaults Default of the Company for the benefit of the Holders or surrender any right or power conferred upon the Company; (f) upon the occurrence of any transaction or event described in Section 14.07(a), to (i) provide that the Notes are convertible into Reference Property, subject to Section 14.02, and (ii) effect the related changes to the terms of the Notes described under Section 14.07(a), in each case, in accordance with Section 14.07; (g) to make any change that does not adversely affect the rights of any Holder; or; (g) in connection with any Merger Event, to provide that the notes are convertible into Reference Property, subject to the provisions of Section 14.02, and make such related changes to the terms of the Notes to the extent expressly required by Section 14.07; (h) to conform the provisions of this Indenture or the Notes to the “Description of the Notes” section of the Offering Memorandum; or (i) appoint a successor trustee for the Notes. Upon the written request of the Company, the Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental indenture that affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. The Trustee shall be entitled to seek an Opinion of Counsel, at the Company’s expense, that any such supplemental indenture is authorized and permitted by the terms of this Indenture and not contrary to law. Any supplemental indenture authorized by the provisions of this Section 10.01 may be executed by the Company and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 10.02.

Supplemental Indentures Without Consent of Holders. The Company, when authorized by the resolutions of the Board of Directors, Company and the Trustee, at the Company’s expense and directionexpense, may from time to time and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes: (a) to cure any ambiguity, omission, defect or inconsistencyinconsistency that does not adversely affect Holders, as determined in good faith by the Company; (b) to provide for the assumption by a Successor Company of the obligations of the Company under this Indenture pursuant to Article 11; (c) to add guarantees with respect to the Notes; (d) to secure the Notes; (e) to add to the covenants or Events of Defaults Default of the Company for the benefit of the Holders or surrender any right or power conferred upon the Company; (f) upon the occurrence of any transaction or event described in Section 14.07(a), to (i) provide that the Notes are convertible into Reference Property, subject to Section 14.02, and (ii) effect the related changes to the terms of the Notes described under Section 14.07(a), in each case, in accordance with Section 14.07; (g) to make any change that does not adversely affect the rights of any Holder, as determined in good faith by the Company; (g) in connection with any Merger Event, provide that the notes are convertible into Reference Property, subject to the provisions of Section 14.02, and make such related changes to the terms of the Notes to the extent expressly required by Section 14.07, as determined in good faith by the Company; (h) to irrevocably elect or eliminate a Settlement Method and/or irrevocably elect a minimum Specified Dollar Amount; or (hi) to conform the provisions of this Indenture or the Notes to the “Description of the Notes” section of the Offering Memorandum, as determined in good faith by the Company. Upon the written request of the Company, the Trustee is hereby authorized to and shall be fully protected, and shall join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained, but except that the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental indenture that affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. The Trustee shall be entitled to seek an Opinion of Counsel, at the Company’s expense, that any such supplemental indenture is authorized and permitted by the terms of this Indenture and not contrary to law. Any supplemental indenture authorized by the provisions of this Section 10.01 may be executed by the Company and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 10.02.

Supplemental Indentures Without Consent of Holders. The Company, when authorized by the resolutions of the Board of Directors, and the Trustee, at the Company’s expense and direction, may from time to time and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes: (a) to cure any ambiguity, omission, defect or inconsistency; (b) to provide for the assumption by a Successor Company of the obligations of the Company under this Indenture and the Notes pursuant to Article 11; (c) to add guarantees with respect to the Notes; (d) to secure the Notes; (e) to add to the covenants or Events of Defaults Default of the Company for the benefit of the Holders or surrender any right or power conferred upon the CompanyCompany under this Indenture or the Notes; (f) upon the occurrence of any transaction or event described in Section 14.07(a), to to (i) provide that the Notes are convertible into Reference Property, subject to Section 14.0214.03, and and (ii) effect the related changes to the terms of the Notes described under Section 14.07(a), in each case, in accordance with Section 14.07; (g) to make any change that does not adversely affect the rights or interests of any HolderHolder in any material respect; or (h) to conform the provisions make changes in connection with an acceptance for listing on The Stock Exchange of this Indenture or the Notes to the “Description of the Notes” section of the Offering MemorandumHong Kong, as contemplated under Section 14.01(b). Upon the written request of the Company, the Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental indenture that affects the Trustee’s own rights, duties duties, liabilities or immunities under this Indenture or otherwise. The Trustee shall be entitled to seek an Opinion of Counsel, at the Company’s expense, that any such supplemental indenture is authorized and permitted by the terms of this Indenture and not contrary to law. Any supplemental indenture authorized by the provisions of this Section 10.01 may be executed by the Company and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 10.02.

Supplemental Indentures Without Consent of Holders. The Company, when authorized by the resolutions of the a Board of Directors, and the TrusteeResolution, at the Company’s expense and directionexpense, may from time to time and at any time enter time, without notice to or consent of any Holders, amend this Indenture or the Notes, by entering into an indenture or indentures supplemental hereto for one or more of the following purposes: (a) to cure any ambiguity, omission, defect or inconsistency; (b) to provide for the assumption by a Successor Company of the obligations of the Company under this Indenture pursuant to Article 11; (c) to add guarantees with respect to the Notes; (d) to secure the Notes; (e) to add to the covenants or Events of Defaults Default of the Company for the benefit of the Holders or surrender any right or power conferred upon the Company; (f) upon the occurrence of any transaction or event described in Section 14.07(a), to (i) provide that the Notes are convertible into Reference Property, subject to Section 14.02, and (ii) effect the related changes to the terms of the Notes described under Section 14.07(a), in each case, in accordance with Section 14.07; (g) to make any change that does not adversely affect the rights of any Holder; (g) in connection with any Share Exchange Event, to provide that the Notes are convertible into Reference Property, subject to the provisions of Section 14.02, and make such related changes to the terms of the Notes to the extent expressly required by the Indenture; or (h) to conform the provisions of this Indenture or the Notes to the “Description of the Notesnotes” section of the Offering Memorandum. Upon the written request of the Company, the Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental indenture that affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. The Trustee shall be entitled to seek an Opinion of Counsel, at the Company’s expense, that any such supplemental indenture is authorized and permitted by the terms of this Indenture and not contrary to law. Any supplemental indenture authorized by the provisions of this Section 10.01 may be executed by the Company and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 10.02.

Supplemental Indentures Without Consent of Holders. The Company, when authorized by the resolutions of the Board of Directors, Company and the Trustee, at the Company’s expense and directionexpense, may from time to time and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes: (a) to cure any ambiguity, omission, defect defect, or inconsistencyinconsistency in this Indenture or the Notes; (b) to provide for the assumption by a Successor Company of the obligations of the Company under this Indenture and the Notes pursuant to Article 11XI; (c) to add guarantees with respect to the Notes; (d) to secure the Notes; (e) to add to the covenants or Events of Defaults Default of the Company for the benefit of the Holders or surrender any right or power conferred upon the Company; (f) upon the occurrence of any transaction or event described in Section 14.07(a), to (i) provide that the Notes are convertible into Reference Property, subject to Section 14.02, and (ii) effect the related changes to the terms of the Notes described under Section 14.07(a), in each case, in accordance with Section 14.07; (g) to make any change that does not adversely affect the rights of any Holder; (g) to increase the Conversion Rate as provided in this Indenture; (h) to provide for the acceptance of appointment by a successor trustee pursuant to Section 7.09 or to facilitate the administration of the trusts by more than one trustee; (i) to irrevocably elect a Cash Percentage with respect to conversions of Notes; provided, however, that no such election will affect any Cash Percentage theretofore elected (or deemed to be elected) with respect to any Note pursuant the provisions of Section 13.02; (j) in connection with any Common Stock Change Event, provide that the Notes are convertible into Reference Property, subject to the provisions of Section 13.02, and make such related changes to the terms of the Notes to the extent expressly required by Section 13.07; (k) comply with the rules of any applicable Depositary in a manner that does not materially adversely affect the rights of any Holder; or (hl) to conform the provisions of this Indenture or the Notes to the “Description of the Notes” section of the Offering Memorandum. Upon the written request of the CompanyCompany and subject to Section 10.05, the Trustee is hereby authorized to to, and shall join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained, but except that the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental indenture that affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. The Trustee shall be entitled to seek an Opinion of Counsel, at the Company’s expense, that any such supplemental indenture is authorized and permitted by the terms of this Indenture and not contrary to law. Any supplemental indenture authorized by the provisions of this Section 10.01 may be executed by the Company and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 10.02. After any such supplemental indenture becomes effective, the Company shall give to the Holders and the Trustee a notice briefly describing such supplemental indenture. However, the failure to give such notice to all the Holders, or any defect in the notice, will not impair or affect the validity of the supplemental indenture.

Supplemental Indentures Without Consent of Holders. The Company, when authorized by the resolutions of the Board of Directors, Directors and the Trustee, at the Company’s expense and directionexpense, may from time to time and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes: (a) to cure any ambiguity, omission, defect or inconsistency; (b) to provide for the assumption by a Successor Company of the obligations of the Company under this Indenture pursuant to Article 11; (c) to add guarantees with respect to the Notes; (d) to secure the Notes; (e) to add to the covenants or Events of Defaults Default of the Company for the benefit of the Holders or surrender any right or power conferred upon the Company; (f) upon the occurrence of any transaction or event described in Section 14.07(a), to (i) provide that the Notes are convertible into Reference Property, subject to Section 14.02, and (ii) effect the related changes to the terms of the Notes described under Section 14.07(a), in each case, in accordance with Section 14.07; (g) to make any change that does not adversely affect the rights of any Holder; (g) to irrevocably elect a Settlement Method and/or a Specified Dollar Amount, or eliminate the Company’s right to elect a Settlement Method; (h) in connection with any Merger Event, to provide that the Notes are convertible into Reference Property, subject to the provisions of Section 14.02, and make such related changes to the terms of the Notes to the extent expressly required by Section 14.07; or (hi) to conform the provisions of this Indenture or the Notes to the “Description of the Notes” section of the Offering Memorandum. Upon the written request of the Company, the Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental indenture that affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. The Trustee shall be entitled to seek an Opinion of Counsel, at the Company’s expense, that any such supplemental indenture is authorized and permitted by the terms of this Indenture and not contrary to law. Any supplemental indenture authorized by the provisions of this Section 10.01 may be executed by the Company and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 10.02.

Supplemental Indentures Without Consent of Holders. The Company, when authorized by the resolutions of the Board of Directors, Directors and the Trustee, at the Company’s expense and directionexpense, may from time to time and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes: (a) to cure any ambiguity, omission, defect or inconsistency; (b) to provide for the assumption by a Successor Company of the obligations of the Company under this Indenture pursuant to Article 11; (c) to add guarantees with respect to the Notes; (d) to secure the Notes; (e) to add to the covenants or Events of Defaults Default of the Company for the benefit of the Holders or surrender any right or power conferred upon the Company; (f) upon the occurrence of any transaction or event described in Section 14.07(a), to (i) provide that the Notes are convertible into Reference Property, subject to Section 14.02, and (ii) effect the related changes to the terms of the Notes described under Section 14.07(a), in each case, in accordance with Section 14.07; (g) to make any change that does not adversely affect the rights of any Holder; (g) in connection with any Merger Event, provide that the notes are convertible into Reference Property, subject to the provisions of Section 14.02, and make such related changes to the terms of the Notes to the extent expressly required by Section 14.07; or (h) to conform the provisions of this Indenture or the Notes to the “Description of the Notes” section of the Offering MemorandumMemorandum (as provided for in an Officers’ Certificate delivered to the Trustee). Upon the written request of the Company, the Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental indenture that affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. The Trustee shall be entitled to seek an Opinion of Counsel, at the Company’s expense, that any such supplemental indenture is authorized and permitted by the terms of this Indenture and not contrary to law. Any supplemental indenture authorized by the provisions of this Section 10.01 may be executed by the Company and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 10.02.

Supplemental Indentures Without Consent of Holders. The Company, and the Guarantor, when authorized by the resolutions of the Board of Directors, Directors and the Trustee, at the Company’s expense and directionexpense, may from time to time and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes: (a) to cure any ambiguity, omission, defect or inconsistencyinconsistency in this Indenture (including the Guarantee); (b) to provide for the assumption by a Successor Company or Successor Guarantor of the obligations of the Company or the Guarantor under this Indenture pursuant to Article 11XI; (c) to add guarantees with respect to the Notes; (d) to secure the Notes; (e) to add to the covenants or Events of Defaults of the Company for the benefit of the Holders or surrender any right or power conferred upon the Company; (f) upon the occurrence of any transaction or event described in Section 14.07(a), to (i) provide that the Notes are convertible into Reference Property, subject to Section 14.02, and (ii) effect the related changes to the terms of the Notes described under Section 14.07(a), in each case, in accordance with Section 14.07; (g) to make any change that does not adversely affect the rights of any Holder; (g) to increase the Conversion Rate as provided in this Indenture; (h) to irrevocably elect a Settlement Method or a Specified Dollar Amount; (i) to conform this Indenture to the requirements of the Trust Indenture Act as then in effect; (j) to provide for the acceptance of appointment by a successor trustee pursuant to Section 7.09 or to facilitate the administration of the trusts by more than one trustee; or (hk) to conform the provisions of this Indenture (including the Guarantee), or the Notes Notes, to the “Description of the Notes” section of in the Original Offering Memorandum, to the extent such provision in the “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture, or the Guarantee, as evidenced by an Officer’s Certificate. Upon the written request of the Company, the Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental indenture that affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. The Trustee shall be entitled to seek an Opinion of Counsel, at the Company’s expense, that any such supplemental indenture is authorized and permitted by the terms of this Indenture and not contrary to law. Any supplemental indenture authorized by the provisions of this Section 10.01 may be executed by the Company and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 10.02.

Supplemental Indentures Without Consent of Holders. The CompanyWithout the consent of any Holder, the Company and the Guarantors, if any, when authorized by the resolutions of the Board of DirectorsResolutions, and the Trustee, at the Company’s expense any time and direction, may from time to time and at any time time, may enter into an indenture one or more indentures supplemental hereto or a restatement hereof in form satisfactory to the Trustee, for one or more any of the following purposes: (a) to cure any ambiguity, omissiondefect, defect or inconsistency, or to make any other provisions with respect to matters or questions arising under this Indenture which shall not be inconsistent with the provisions of this Indenture, provided such action pursuant to this clause (a) shall not adversely affect the interests of any Holder in any respect; (b) to provide for the assumption by a Successor Company of the obligations of the Company under this Indenture pursuant to Article 11; (c) to add guarantees with respect to the Notes; (d) to secure the Notes; (e) to add to the covenants or Events of Defaults of the Company for the benefit of the Holders or to surrender any right or power herein conferred upon the Company; (f) upon the occurrence of any transaction Company or event described in Section 14.07(a), to (i) provide that the Notes are convertible into Reference Property, subject to Section 14.02, and (ii) effect the related changes to the terms of the Notes described under Section 14.07(a), in each case, in accordance with Section 14.07; (g) to make any other change that does not adversely affect the rights of any Holder, provided that the Company has delivered to the Trustee an Opinion of Counsel stating that such change does not adversely affect the rights of any Holder; (c) to evidence the succession of another Person to the Company and the assumption by any such successor of the obligations of the Company herein and in the Notes in accordance with Article V; (d) to comply with the TIA; or (he) to conform restate this Indenture so that it reflects this Indenture as originally executed as amended by all amendments and supplements hereto through the date of such restatement and contains only the then effective provisions of this Indenture or the Notes to the “Description of the Notes” section of the Offering Memorandum. Upon the written request of the Company, the Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental indenture that affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. The Trustee shall be entitled to seek an Opinion of Counsel, at the Company’s expense, that any such supplemental indenture is authorized and permitted by the terms of this Indenture and not contrary to law. Any supplemental indenture authorized by the provisions of this Section 10.01 may be executed by the Company and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 10.02Indenture.

Supplemental Indentures Without Consent of Holders. The Company, when authorized by the resolutions of the Board of Directors, and the Trustee, at the Company’s expense and direction, may from time to time and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes: (a) to cure any ambiguity, omission, defect or inconsistency; (b) to provide for the assumption by a Successor Company of the obligations of the Company under this Indenture pursuant to Article 11; (c) to add guarantees with respect to the Notes; (d) to secure the Notes; (e) to add to the covenants or Events of Defaults Default of the Company for the benefit of the Holders or surrender any right or power conferred upon the CompanyCompany under this Indenture or the Notes; (f) upon the occurrence of any transaction or event described in Section 14.07(a), to (i) provide that the Notes are convertible into Reference Property, subject to Section 14.0214.03, and (ii) effect the related changes to the terms of the Notes described under Section 14.07(a), in each case, in accordance with Section 14.07; (g) to make any change that does not adversely affect the rights or interests of any HolderHolder in any material respect; or (h) to conform the provisions of this Indenture or the Notes to the “Description of the Notes” section of the Offering Memorandum, as certified by the Company in an Officer’s Certificate. Upon the written request of the Company, the Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental indenture that affects the Trustee’s own rights, duties duties, liabilities or immunities under this Indenture or otherwise. The Trustee shall be entitled to seek an Opinion of Counsel, at the Company’s expense, that any such supplemental indenture is authorized and permitted by the terms of this Indenture and not contrary to law. Any supplemental indenture authorized by the provisions of this Section 10.01 may be executed by the Company and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 10.02.

Supplemental Indentures Without Consent of Holders. The CompanyWithout the consent of any Holder, when authorized by the resolutions of the Board of Directors, Company and the Trustee, at the Company’s expense and directionexpense, may from time to time and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes: (a) to cure any ambiguity, omission, defect or inconsistency; (b) to provide for the assumption by a Successor Company of the obligations of the Company under this Indenture pursuant to Article 11; (c) to add guarantees with respect to the Notes; (d) to secure the Notes; (e) to add to the covenants or Events of Defaults Default of the Company for the benefit of the Holders or surrender any right or power conferred upon the Company; (f) upon the occurrence of any transaction or event described in Section 14.07(a), to (i) provide that the Notes are convertible into Reference Property, subject to Section 14.02, and (ii) effect the related changes to the terms of the Notes described under Section 14.07(a), in each case, in accordance with Section 14.07; (g) to make any change that does not adversely affect the rights of any Holder; (g) in connection with any Merger Event, to provide that the Notes are convertible into Reference Property, subject to the provisions of Section 14.02, and make such related changes to the terms of the Notes to the extent expressly required by Section 14.07; or (h) to conform the provisions of this Indenture or the Notes to the “Description of the Notes” section of the Offering Memorandum. Upon the written request of the Company, the Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental indenture that affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. The Trustee shall be entitled to seek an Opinion of Counsel, at the Company’s expense, that any such supplemental indenture is authorized and permitted by the terms of this Indenture and not contrary to law. Any supplemental indenture authorized by the provisions of this Section 10.01 may be executed by the Company and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 10.02.

Supplemental Indentures Without Consent of Holders. The CompanyWithout the consent of any Holder, the Company (when authorized by the resolutions of the Board of Directors, Resolutions) and the Trustee, at the Company’s expense any time and direction, may from time to time and at any time time, may enter into an indenture or indentures supplemental hereto for one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: (a1) to cure any ambiguity, omissiondefect, defect typographical error or inconsistency, or to make any other provisions with respect to matters or questions arising under this Indenture which shall not be inconsistent with the provisions of this Indenture, provided such action pursuant to this clause (1) shall not adversely affect the interests of any Holder in any respect; (b2) to provide for the assumption by a Successor Company uncertificated Securities in addition to or in place of the obligations of the Company under this Indenture pursuant to Article 11certificated Securities; (c) to add guarantees with respect to the Notes; (d) to secure the Notes; (e3) to add to the covenants or Events of Defaults of the Company for the benefit of the Holders Holders, or to surrender any right or power herein conferred upon the Company; (f) upon the occurrence of any transaction Company or event described in Section 14.07(a), to (i) provide that the Notes are convertible into Reference Property, subject to Section 14.02, and (ii) effect the related changes to the terms of the Notes described under Section 14.07(a), in each case, in accordance with Section 14.07; (g) to make any other change that does not adversely affect the legal rights of any Holder under this Indenture, provided, that the Company has delivered to the Trustee an Opinion of Counsel stating that such change does not adversely affect the rights of any Holder; (4) to provide collateral for the Securities or additional obligors upon, or guarantors of payment of, the Securities; (5) to evidence the succession of another Person to the Company, and the assumption by any such successor of the obligations of the Company herein and in the Securities in accordance with Article V; (6) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; or (h7) to conform evidence and provide for the provisions acceptance of this Indenture or the Notes appointment hereunder by a successor Trustee with respect to the “Description of the Notes” section of the Offering Memorandum. Upon the written request of the Company, the Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental indenture that affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. The Trustee shall be entitled to seek an Opinion of Counsel, at the Company’s expense, that any such supplemental indenture is authorized and permitted by the terms of this Indenture and not contrary to law. Any supplemental indenture authorized by the provisions of this Section 10.01 may be executed by the Company and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 10.02Securities.

Supplemental Indentures Without Consent of Holders. The Company, when authorized by the resolutions of the Board of Directors, Directors and the Trustee, at the Company’s expense and directionexpense, may from time to time and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes: (a) to cure any ambiguity, or correct any omission, defect or inconsistencyinconsistency in this Indenture, so long as such action will not adversely affect the interests of Holders of the Debentures; provided that any such supplemental indenture made solely to conform the provisions of this Indenture to the Offering Memorandum shall be deemed not to adversely affect the interests of Holders of the Debentures; (b) to provide for the assumption by a Successor Company of the obligations of the Company under this Indenture pursuant to Article 11; (c) to add guarantees with respect to the NotesDebentures; (d) to secure the NotesDebentures; (e) to add to the covenants or Events of Defaults of the Company for the benefit of the Holders or surrender any right or power conferred upon the Company; (f) upon the occurrence of any transaction or event described in Section 14.07(a), to (i) provide that the Notes are convertible into Reference Property, subject to Section 14.02, and (ii) effect the related changes to the terms of the Notes described under Section 14.07(a), in each case, in accordance with Section 14.07; (g) to make any change that does not adversely affect the rights of any Holder; or (hg) fix a Specified Dollar Amount that shall apply to conform all future conversions of Debentures and provide that the provisions of this Indenture or the Notes Company shall be required to the “Description of the Notes” section of the Offering Memorandumsatisfy its Conversion Obligations by paying cash with respect to such Specified Dollar Amount. Upon the written request of the CompanyCompany and subject to Section 10.05, the Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental indenture that affects the Trustee’s own rights, duties duties, immunities or immunities liabilities under this Indenture or otherwise. The Trustee shall be entitled to seek an Opinion of Counsel, at the Company’s expense, that any such supplemental indenture is authorized and permitted by the terms of this Indenture and not contrary to law. Any supplemental indenture authorized by the provisions of this Section 10.01 may be executed by the Company and the Trustee without the consent of the Holders of any of the Notes Debentures at the time outstanding, notwithstanding any of the provisions of Section 10.02.

Supplemental Indentures Without Consent of Holders. The Company, when authorized by the resolutions of the Board of Directors, Company and the TrusteeTrustees, at the Company’s expense and directionexpense, may from time to time and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes: (a) to cure any ambiguity, omission, defect or inconsistency; (b) to provide for the assumption by a Successor Company of the obligations of the Company under this Indenture pursuant to Article 11; (c) to add guarantees with respect to the Notes; (d) to secure the Notes; (e) to add to the covenants or Events of Defaults Default of the Company for the benefit of the Holders or surrender any right or power conferred upon the Company; (f) upon the occurrence of any transaction or event described in Section 14.07(a), to (i) provide that the Notes are convertible into Reference Property, subject to Section 14.02, and (ii) effect the related changes to the terms of the Notes described under Section 14.07(a), in each case, in accordance with Section 14.07; (g) to make any change that does not adversely affect the rights of any Holder; (g) in connection with any Merger Event, to provide that the Notes are convertible into Reference Property, subject to the provisions of Section 14.02, and make such related changes to the terms of the Notes to the extent expressly required by Section 14.07; or (h) to conform the provisions of this Indenture or the Notes to the “Description of the Notes” section of the Offering MemorandumMemorandum as evidenced in an Officer’s Certificate. Upon the written request of the Company, the Trustee is Trustees are hereby authorized to join with the Company in the execution of any such supplemental indenture, indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee Trustees shall not be obligated to, but may in its their discretion, enter into any supplemental indenture that affects the Trustee’s Trustees’ own rights, duties or immunities under this Indenture or otherwise. The Trustee shall be entitled to seek an Opinion of Counsel, at the Company’s expense, that any such supplemental indenture is authorized and permitted by the terms of this Indenture and not contrary to law. Any supplemental indenture authorized by the provisions of this Section 10.01 may be executed by the Company and the Trustee Trustees without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 10.02.

Supplemental Indentures Without Consent of Holders. The Without the consent of any Holder, the Company, when authorized by the resolutions of the Board of Directors, and the Trustee, at the Company’s expense and directionexpense, may from time to time and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes: (a) to cure any ambiguity, omission, defect or inconsistency; (b) to provide for the assumption by a Successor Company of the obligations of the Company under this Indenture pursuant to Article 11; (c) to add guarantees with respect to the Notes; (d) to secure the Notes; (e) to add to the covenants or Events of Defaults Default of the Company for the benefit of the Holders or surrender any right or power conferred upon the CompanyCompany under this Indenture; (f) upon the occurrence of any transaction or event described in Section 14.07(a), to (i) provide that the Notes are convertible into Reference Property, subject to Section 14.02, and (ii) effect the related changes to the terms of the Notes described under Section 14.07(a), in each case, in accordance with Section 14.07; (g) to make any change that does not adversely affect the rights of any Holder; (g) in connection with any Merger Event, to provide that the Notes are convertible into Reference Property, subject to the provisions of Section 14.02, and make such related changes to the terms of the Notes to the extent expressly required by Section 14.07 (h) to increase the Conversion Rate as provided in this Indenture; (i) to provide for the acceptance of appointment by a successor trustee pursuant to Section 7.09 or to facilitate the administration of the trusts by more than one trustee; (j) to irrevocably elect or eliminate a Settlement Method and/or irrevocably elect a minimum Specified Dollar Amount; or (hk) to conform the provisions of this Indenture or the Notes to the “Description of the Notes” section of the Offering Memorandum. Upon the written request of the Company, the Trustee is hereby authorized to to, and shall join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained, but except that the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental indenture that affects the Trustee’s own rights, duties duties, liabilities or immunities under this Indenture or otherwise. The Trustee shall be entitled to seek an Opinion of Counsel, at the Company’s expense, that any such supplemental indenture is authorized and permitted by the terms of this Indenture and not contrary to law. Any supplemental indenture authorized by the provisions of this Section 10.01 may be executed by the Company and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 10.02.

Supplemental Indentures Without Consent of Holders. The Company, when authorized by the resolutions of the Board of Directors, Directors and the Trustee, at the Company’s expense and directionexpense, may from time to time and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes: (a) to cure any ambiguity, omission, defect or inconsistency; (b) to provide for the assumption by a Successor Company of the obligations of the Company under this Indenture pursuant to Article 11; (c) to add guarantees with respect to the Notes; (d) to secure the Notes; (e) to add to the covenants or Events of Defaults Default of the Company for the benefit of the Holders or surrender any right or power conferred upon the Company; (f) upon the occurrence of any transaction or event described in Section 14.07(a), to (i) provide that the Notes are convertible into Reference Property, subject to Section 14.02, and (ii) effect the related changes to the terms of the Notes described under Section 14.07(a), in each case, in accordance with Section 14.07; (g) to make any change that does not adversely affect the rights of any Holder; or, as determined by the Company in good faith; (g) in connection with any Merger Event, to provide that the notes are convertible into Reference Property, subject to the provisions of Section 14.02, and make such related changes to the terms of the Notes to the extent expressly required by Section 14.07; (h) to conform the provisions of this Indenture or the Notes to the “Description of the Notes” section of the Offering Memorandum, as evidenced in an Officer’s Certificate; (i) to comply with the rules of any applicable Depositary, including The Depository Trust Company, so long as such amendment does not adversely affect the rights of any Holder; or (j) to appoint a successor trustee with respect to the Notes. Upon the written request of the Company, the Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental indenture that affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. The Trustee shall be entitled to seek an Opinion of Counsel, at the Company’s expense, that any such supplemental indenture is authorized and permitted by the terms of this Indenture and not contrary to law. Any supplemental indenture authorized by the provisions of this Section 10.01 may be executed by the Company and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 10.02.

Supplemental Indentures Without Consent of Holders. The Company, when authorized by the resolutions of the Board of DirectorsGuarantors, if any, and the TrusteeTrustee may, at the Company’s expense any time and direction, may from time to time and at any time time, enter into an indenture or indentures supplemental hereto for one or more of indentures supplemental to the following purposesIndenture without notice to, or the consent of, any Holder: (ai) to cure any ambiguity, omission, defect or inconsistency; (b) evidence the succession of another Person to provide for the Company and the assumption by a Successor Company such successor of the obligations covenants of the Company under this in the Indenture pursuant to Article 11; (c) to add guarantees with respect to and the Notes; (dii) 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 by the Indenture; (iii) to add any additional Events of Default; (iv) to provide for uncertificated Notes in addition to or in place of certificated Notes; (v) to evidence and provide for the acceptance of appointment under the Indenture of a successor trustee; (vi) to secure the Notes; (evii) to comply with the Trust Indenture Act of 1939; 103 109 (viii) to add additional Guarantees with respect to the covenants Notes or Events of Defaults of the Company for the benefit of the Holders or surrender any right or power conferred upon the Company; (f) upon the occurrence of any transaction or event described in Section 14.07(a), to (i) provide that the Notes are convertible into Reference Property, subject to Section 14.02, and (ii) effect the related changes to release Guarantors from Domestic Restricted Subsidiary Guarantees as provided by the terms of the Notes described under Section 14.07(a), in each case, in accordance with Section 14.07;Indenture; or (gix) to make cure any change that does ambiguity in the Indenture, to correct or supplement any provision in the Indenture which may be inconsistent with any other provision therein or to add any other provision with respect to matters or questions arising under the Indenture; provided such actions shall not adversely affect the rights of any Holder; or (h) to conform the provisions of this Indenture or the Notes to the “Description interests of the Notes” section of the Offering MemorandumHolders in any material respect. Upon the written request of the Company, the Trustee is hereby authorized to join with the Company in accompanied by a Board Resolution authorizing the execution of any such supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.04 hereof, the Trustee shall join with the Company and the Guarantors, if any, in the execution of any supple mental 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, but may in its discretion, to enter into any such supplemental indenture that which affects the Trustee’s its own rights, duties or immunities under this Indenture or otherwise. The Trustee shall be entitled to seek an Opinion of Counsel, at the Company’s expense, that any such supplemental indenture is authorized and permitted by the terms of this Indenture and not contrary to law. Any supplemental indenture authorized by the provisions of this Section 10.01 may be executed by the Company and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 10.02.

Supplemental Indentures Without Consent of Holders. The Company, when authorized by the resolutions of the Board of Directors, and the Trustee, at the Company’s expense and directionexpense, may may, along with the Trustee, from time to time and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes: (a) to cure any ambiguity, omission, defect or inconsistency; (b) to provide for the assumption by a Successor Company of the obligations of the Company under this the Indenture pursuant to Article 1110; (c) to add guarantees with respect to the Notes; (d) to provide for the issuance of additional Notes; (e) to secure the Notes; (ef) to add to the covenants or Events of Defaults Default of the Company for the benefit of the Holders or surrender any right or power conferred upon the Company; (f) upon the occurrence of any transaction or event described in Section 14.07(a), to (i) provide that the Notes are convertible into Reference Property, subject to Section 14.02, and (ii) effect the related changes to the terms of the Notes described under Section 14.07(a), in each case, in accordance with Section 14.07; (g) to make any change that does not adversely affect the rights of any Holder, as confirmed by an Officer’s Certificate delivered to the Trustee; (h) in connection with any Merger Event, to provide that the Notes are convertible into Reference Property, subject to the provisions of Section 11.02, and make such related changes to the terms of the Notes to the extent expressly required by Section 11.07; or (hi) to conform the provisions of this Indenture irrevocably elect or the Notes eliminate any Settlement Method or Specified Dollar Amount; provided, however, that no such election or elimination will affect any Settlement Method theretofore elected (or deemed to the “Description of the Notes” section of the Offering Memorandumbe elected) with respect to any Note pursuant to Section 11.02. Upon the written request of the Company, the Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental indenture that affects the Trustee’s own rights, duties or immunities under this the Indenture or otherwise. The Trustee shall be entitled to seek an Opinion of Counsel, at the Company’s expense, that any such supplemental indenture is authorized and permitted by the terms of this Indenture and not contrary to law. Any supplemental indenture authorized by the provisions of this Section 10.01 9.02 may be executed by the Company and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 10.029.03.

Supplemental Indentures Without Consent of Holders. The Company, when authorized by the resolutions This Section 10.01 shall supersede Section 9.01 of the Board of DirectorsBase Indenture, and any reference in the Base Indenture to Section 9.01 thereof shall be deemed to refer instead to this Section 10.01. The Company and the Trustee, at the Company’s expense and directionexpense, may from time to time and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes: (a) to cure any ambiguity, omission, defect or inconsistencyinconsistency that does not adversely affect Holders of the Notes; (b) to provide for the assumption by a Successor Company of the obligations of the Company under this the Indenture pursuant to Article 11; (c) to add guarantees with respect to the Notes; (d) to secure the Notes; (e) to add to the covenants or Events of Defaults Default of the Company for the benefit of the Holders or surrender any right or power conferred upon the Company; (f) upon to make any change that does not materially adversely affect the occurrence rights of any transaction or event described Holder; (g) in Section 14.07(a)connection with any Merger Event, to (i) provide that the Notes notes are convertible into Reference Property, subject to the provisions of Section 14.02, and (ii) effect the make such related changes to the terms of the Notes described under Section 14.07(a), in each case, in accordance with to the extent expressly required by Section 14.07; (g) to make any change that does not adversely affect the rights of any Holder; or (h) to conform the provisions of this the Indenture or the Notes to the “Description of the Notesnotes” section of the Offering MemorandumProspectus Supplement; or (i) evidence and provide for the appointment under the Indenture of a successor trustee. Upon the written request of the Company, the Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental indenture that affects the Trustee’s own rights, duties or immunities under this the Indenture or otherwise. The Trustee shall be entitled to seek an Opinion of Counsel, at the Company’s expense, that any such supplemental indenture is authorized and permitted by the terms of this Indenture and not contrary to law. Any supplemental indenture authorized by the provisions of this Section 10.01 may be executed by the Company and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 10.02.

Supplemental Indentures Without Consent of Holders. The Company, when authorized by the resolutions of the Board of Directors, Directors and the Trustee, at the Company’s expense and directionexpense, may from time to time and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes: (a) to cure any ambiguity, omission, defect or inconsistencyinconsistency provided such amendment or modification does not adversely affect any outstanding Notes in any material respect; (b) to provide for the assumption by a Successor Company of the obligations of the Company under this Indenture pursuant to Article 11; (c) to add guarantees with respect provide for Global Notes in addition to the or in place of Physical Notes; (d) to secure comply with any requirement to maintain the Notesqualification of this Indenture under the Trust Indenture Act; (e) to provide any security for or guarantees of the Notes; (f) to add to the covenants or Events of Defaults of the Company for the benefit of the Holders or surrender any right or power conferred upon the Company; (f) upon the occurrence of any transaction or event described in Section 14.07(a), to (i) provide that the Notes are convertible into Reference Property, subject to Section 14.02, and (ii) effect the related changes to the terms rights of the Notes described Company under Section 14.07(a), in each case, in accordance with Section 14.07this Indenture; (g) to add to the Events of Defaults with respect to the Notes; (h) to add circumstances under which the Company shall pay additional interest on the Notes; (i) to make any other change that does not adversely affect the rights of any Holderoutstanding Notes; or (hj) to conform the provisions of this Indenture or the Notes to the “Description of the Notes” section of the Offering MemorandumProspectus, as set forth in an Officer’s Certificate. Upon the written request of the Company, the Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental indenture that affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. The Trustee shall be entitled to seek an Opinion of Counsel, at the Company’s expense, that any such supplemental indenture is authorized and permitted by the terms of this Indenture and not contrary to law. Any supplemental indenture authorized by the provisions of this Section 10.01 may be executed by the Company and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 10.02.

Supplemental Indentures Without Consent of Holders. The Without the consent of any Holder, the Company, when authorized by the resolutions of the Board of DirectorsResolutions, and the Trustee, at the Company’s expense any time and direction, may from time to time and at any time time, may enter into an indenture one or more indentures supplemental hereto for or a restatement hereof or amendments to or restatements of any one or more of the Security Documents, in form satisfactory to the Trustee, for any of the following purposes: (a) to cure any ambiguity, omissiondefect, defect or inconsistency, or to make any other provisions with respect to matters or questions arising under this Indenture or any one or more of the Security Documents which shall not be inconsistent with the provisions of this Indenture, provided, however, that such action pursuant to this clause (a) shall not adversely affect the interests of any Holder in any respect; (b) to provide for the assumption by a Successor Company of the obligations of the Company under this Indenture pursuant to Article 11; (c) to add guarantees with respect to the Notes; (d) to secure the Notes; (e) to add to the covenants or Events of Defaults of the Company for the benefit of the Holders or to surrender any right or power herein conferred upon the Company; (f) upon the occurrence of any transaction Company or event described in Section 14.07(a), to (i) provide that the Notes are convertible into Reference Property, subject to Section 14.02, and (ii) effect the related changes to the terms of the Notes described under Section 14.07(a), in each case, in accordance with Section 14.07; (g) to make any other change that does not adversely affect the rights of any Holder, provided, however, that the Company has delivered to the Trustee an Opinion of Counsel stating that such change does not adversely affect the rights of any Holder; (c) to provide for additional collateral for the Notes; (d) to evidence the succession of another Person to the Company and the assumption by any such successor of the obligations of the Company herein and in the Notes in accordance with Article V; (e) to comply with the TIA; or (hf) to conform restate this Indenture or any one or more of the Security Documents so that it reflects this Indenture or such Security Document, as the case may be, as originally executed as amended by all amendments and supplements hereto or thereto through the date of such restatement and contains only the then effective provisions of this Indenture or such Security Document, as the Notes to the “Description of the Notes” section of the Offering Memorandum. Upon the written request of the Company, the Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that case may be therein contained, but the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental indenture that affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. The Trustee shall be entitled to seek an Opinion of Counsel, at the Company’s expense, that any such supplemental indenture is authorized and permitted by the terms of this Indenture and not contrary to law. Any supplemental indenture authorized by the provisions of this Section 10.01 may be executed by the Company and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 10.02be.

Supplemental Indentures Without Consent of Holders. The Company, when authorized by the resolutions of the Board of Directors, and the Trustee, at the Company’s expense and direction, may from time to time and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes: (a) to cure any ambiguity, omission, defect or inconsistency; (b) to provide for the assumption by a Successor Company of the obligations of the Company under this Indenture pursuant to Article 11; (c) to add guarantees with respect to the Notes; (d) to secure the Notes; (e) to add to the covenants or Events of Defaults Default of the Company for the benefit of the Holders or surrender any right or power conferred upon the CompanyCompany under this Indenture or the Notes; (f) upon the occurrence of any transaction or event described in Section 14.07(a), to (i) provide that the Notes are convertible into Reference Property, subject to Section 14.0214.03, and (ii) effect the related changes to the terms of the Notes described under Section 14.07(a), in each case, in accordance with Section 14.07; (g) to make any change that does not adversely affect the rights of any HolderHolder in any material respect; or (h) to conform the provisions of this Indenture or the Notes to the “Description of the Notes” section of the Offering Memorandum, as certified by the Company in an Officer’s Certificate. Upon the written request of the Company, the Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental indenture that affects the Trustee’s own rights, duties duties, liabilities or immunities under this Indenture or otherwise. The Trustee shall be entitled to seek an Opinion of Counsel, at the Company’s expense, that any such supplemental indenture is authorized and permitted by the terms of this Indenture and not contrary to law. Any supplemental indenture authorized by the provisions of this Section 10.01 may be executed by the Company and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 10.02.

Supplemental Indentures Without Consent of Holders. The Company, when authorized by the resolutions of the Board of Directors, Company and the Trustee, at Trustee may amend the Company’s expense and direction, may from time to time and at any time Indenture or the Notes or enter into an indenture or indentures supplemental hereto for one without notice to or more the consent of the following purposesany Holder to: (a) to cure any ambiguityambiguities, omissionomissions, defect defects or inconsistencyinconsistencies as evidenced by an Officer’s Certificate; (b) make any change that would provide any additional rights or benefits to the Holders of the Notes of a series; (c) provide for or add guarantors with respect to the Notes of any series; (d) secure the Notes of any series; (e) provide for uncertificated Notes of any series in addition to or in place of certificated Notes of the applicable series; (f) evidence and provide for the acceptance of appointment by a successor ▇▇▇▇▇▇▇; (g) provide for the assumption by a Successor Company successor corporation of the Company’s obligations to the Holders of the Company under this Indenture pursuant to Article 11Notes of any series, in compliance with the applicable provisions of the Indenture; (ch) to add guarantees with respect to maintain the Notes; (d) to secure the Notes; (e) to add to the covenants or Events of Defaults qualification of the Company for Indenture under the benefit of the Holders or surrender any right or power conferred upon the Company;Trust Indenture Act; or (f) upon the occurrence of any transaction or event described in Section 14.07(a), to (i) provide that the Notes are convertible into Reference Property, subject to Section 14.02, and (ii) effect the related changes to the terms of the Notes described under Section 14.07(a), in each case, in accordance with Section 14.07; (g) to make any change that does not adversely affect the rights of any Holder; or (h) to conform the provisions Holder of this Indenture or the Notes to the “Description of the Notes” section of the Offering Memorandumin any material respect. Upon the written request of the Company, the The Trustee is hereby authorized to join with the Company in the execution of any such amendment or supplemental indenture, to make any further appropriate agreements and stipulations that which may be therein containedcontained and to accept the conveyance, transfer, assignment, mortgage or pledge of any Property thereunder, but the Trustee shall not be obligated to, but may in its discretion, to enter into any such amendment or supplemental indenture that which affects the Trustee’s own rights, duties or immunities under this the Indenture or otherwise. The Trustee shall be entitled to seek an Opinion of Counsel, at the Company’s expense, that any such supplemental indenture is authorized and permitted by the terms of this Indenture and not contrary to law. Any amendment or supplemental indenture authorized by the provisions of this Section 10.01 section may be executed by the Company without notice to and the Trustee without the consent of the Holders of any of the Notes at the time outstandingOutstanding, notwithstanding any of the provisions of Section 10.026.03.

Supplemental Indentures Without Consent of Holders. The Company, when authorized by Without the resolutions consent of the Board Holders of Directorsthe Outstanding Securities, the Company and the Trustee, at the Company’s expense any time and direction, may from time to time and at any time time, may enter into an indenture or indentures supplemental hereto for one or more indentures supplemental hereto, in form reasonably satisfactory to the Trustee, for any of the following purposes: (a) to cure any ambiguityevidence the succession of another corporation to the Company, omissionor successive successions, defect or inconsistency; (b) to provide for and the assumption by a Successor Company any such successor of the covenants, agreements and obligations of the Company under this Indenture pursuant to Article 11;herein and in the Securities; or (c) to add guarantees with respect to the Notes; (d) to secure the Notes; (eb) to add to the covenants or Events of Defaults of the Company such further covenants, restrictions or conditions for the benefit protection of the Holders of the Securities as the Company and the Trustee shall consider to be for the protection of the Holders of the Securities or to surrender any right or power herein conferred upon the Company;; or (c) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein or in any supplemental indenture, or to make any other provisions with respect to matters or questions arising under this Indenture that do not adversely affect the interests of the Holders of Securities in any material respect; or (d) to add guarantors or co-obligors with respect to the Securities; or (e) to secure the Securities; or (f) upon the occurrence of any transaction or event described in Section 14.07(a), to (i) provide that the Notes are convertible into Reference Property, subject to Section 14.02, and (ii) effect the related changes make provision with respect to the terms conversion rights of the Notes described under Section 14.07(a), in each case, in accordance with Section 14.07;Holders of Securities pursuant to Article 9; or (g) to make evidence and provide for the acceptance of appointment by another corporation as a successor Trustee hereunder with respect to the Securities and to add to or change any change that does not adversely affect of the rights provisions of any Holderthis Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to Section 5.11 hereof; or (h) to conform comply with the provisions requirements of the Commission in connection with the qualification of this Indenture or under the Notes to the “Description of the Notes” section of the Offering Memorandum. Upon the written request of the Company, the Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, TIA; or (i) to make any further appropriate agreements and stipulations change in the Securities that may be therein contained, but does not adversely affect in any material respect the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental indenture that affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. The Trustee shall be entitled to seek an Opinion of Counsel, at the Company’s expense, that any such supplemental indenture is authorized and permitted by the terms of this Indenture and not contrary to law. Any supplemental indenture authorized by the provisions of this Section 10.01 may be executed by the Company and the Trustee without the consent interests of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 10.02Holders.

Supplemental Indentures Without Consent of Holders. The Company, when authorized by the resolutions of the Board of Directors, Company and the Trustee, at Trustee may amend the Company’s expense and direction, may from time to time and at any time Indenture or the Notes or enter into an indenture or indentures supplemental hereto for one without notice to or more the consent of the following purposes:any Holder to (a) to cure any ambiguityambiguities, omissionomissions, defect defects or inconsistencyinconsistencies as evidenced by an Officer’s Certificate; (b) make any change that would provide any additional rights or benefits to the Holders of the Notes of a series; (c) provide for or add guarantors with respect to the Notes of any series; (d) secure the Notes of any series; (e) provide for uncertificated Notes of any series in addition to or in place of certificated Notes of the applicable series; (f) evidence and provide for the acceptance of appointment by a successor ▇▇▇▇▇▇▇; (g) provide for the assumption by a Successor Company successor corporation of the Company’s obligations to the Holders of the Company under this Indenture pursuant to Article 11Notes of any series, in compliance with the applicable provisions of the Indenture; (ch) to add guarantees with respect to maintain the Notes; (d) to secure the Notes; (e) to add to the covenants or Events of Defaults qualification of the Company for Indenture under the benefit of the Holders or surrender any right or power conferred upon the Company;Trust Indenture Act; or (f) upon the occurrence of any transaction or event described in Section 14.07(a), to (i) provide that the Notes are convertible into Reference Property, subject to Section 14.02, and (ii) effect the related changes to the terms of the Notes described under Section 14.07(a), in each case, in accordance with Section 14.07; (g) to make any change that does not adversely affect the rights of any Holder; or (h) to conform the provisions Holder of this Indenture or the Notes to the “Description of the Notes” section of the Offering Memorandumin any material respect. Upon the written request of the Company, the The Trustee is hereby authorized to join with the Company in the execution of any such amendment or supplemental indenture, to make any further appropriate agreements and stipulations that which may be therein containedcontained and to accept the conveyance, transfer, assignment, mortgage or pledge of any Property thereunder, but the Trustee shall not be obligated to, but may in its discretion, to enter into any such amendment or supplemental indenture that which affects the Trustee’s own rights, duties or immunities under this the Indenture or otherwise. The Trustee shall be entitled to seek an Opinion of Counsel, at the Company’s expense, that any such supplemental indenture is authorized and permitted by the terms of this Indenture and not contrary to law. Any amendment or supplemental indenture authorized by the provisions of this Section 10.01 section may be executed by the Company without notice to and the Trustee without the consent of the Holders of any of the Notes at the time outstandingOutstanding, notwithstanding any of the provisions of Section 10.026.03.

Supplemental Indentures Without Consent of Holders. The Company, when authorized by the resolutions of the Board of Directors, Directors and the Trustee, at the Company’s expense and directionexpense, may from time to time and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes: (a) to cure any ambiguity, omission, defect or inconsistencyinconsistency that does not adversely affect Holders of the Notes; (b) to provide for the assumption by a Successor Company of the obligations of the Company under this Indenture pursuant to Article 11; (c) to add guarantees with respect to the Notes; (d) to secure the Notes; (e) to provide for uncertificated Notes in addition to or in place of Physical Notes; (f) to add to the covenants or Events of Defaults of the Company Default for the benefit of the Holders or surrender any right or power conferred upon the Company; (f) upon the occurrence of any transaction or event described in Section 14.07(a), to (i) provide that the Notes are convertible into Reference Property, subject to Section 14.02, and (ii) effect the related changes to the terms of the Notes described under Section 14.07(a), in each case, in accordance with Section 14.07; (g) to make any other change that does not adversely affect the rights of any Holder; or (h) to conform the provisions of this Indenture or the Notes to the “Description of the Notesnotes” section of the Offering Memorandum. Upon the written request of the Company, the Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental indenture that affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. The Trustee shall be entitled to seek an Opinion of Counsel, at the Company’s expense, that any such supplemental indenture is authorized and permitted by the terms of this Indenture and not contrary to law. Any supplemental indenture authorized by the provisions of this Section 10.01 may be executed by the Company and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 10.02.

Supplemental Indentures Without Consent of Holders. The Company, when authorized by the resolutions of the Board of Directors, Directors and the Trustee, at the Company’s expense and directionexpense, may from time to time and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes: (a) to cure any ambiguity, omission, defect or inconsistencyinconsistency that does not adversely affect Holders; (b) to provide for the assumption by a Successor Company of the obligations of the Company under this Indenture pursuant to Article 11; (c) to add guarantees with respect to the Notes; (d) to secure the Notes; (e) to add to the covenants or Events of Defaults of the Company for the benefit of the Holders or surrender any right or power conferred upon the Company; (f) upon the occurrence of any transaction or event described in Section 14.07(a), to (i) provide that the Notes are convertible into Reference Property, subject to Section 14.02, and (ii) effect the related changes to the terms of the Notes described under Section 14.07(a), in each case, in accordance with Section 14.07; (g) to make any change that does not adversely affect the rights of any Holder (g) to increase the Conversion Rate as provided in this Indenture (h) to provide for the acceptance of appointment by a successor trustee pursuant to Section 7.09 or to facilitate the administration of the trusts by more than one trustee (i) to irrevocably elect or eliminate a Settlement Method and/or irrevocably elect a minimum Specified Dollar Amount; or (hj) to conform the provisions of this Indenture or the Notes to the “Description of the Notes” section of the Offering Memorandum. Upon the written request of the Company, the Trustee is hereby authorized to to, and shall join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained, but except that the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental indenture that affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. The Trustee shall be entitled to seek an Opinion of Counsel, at the Company’s expense, that any such supplemental indenture is authorized and permitted by the terms of this Indenture and not contrary to law. Any supplemental indenture authorized by the provisions of this Section 10.01 may be executed by the Company and the Trustee without notice to or the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 10.02.

Supplemental Indentures Without Consent of Holders. The Without the consent of any Holders, the Company, when authorized by the resolutions of the a Board of DirectorsResolution, and the Trustee, at the Company’s expense any time and direction, may from time to time and at any time time, may enter into an indenture or indentures supplemental hereto for one or more indentures supplemental hereto, in form reasonably satisfactory to the Trustee, for any of the following purposes: (ai) to evidence the succession of another Person to the Company and the assumption by any such successor of the covenants of the Company herein and in the Securities; or (ii) to add to the covenants of the Company for the benefit of the Holders, or to surrender any right or power herein conferred upon the Company; or (iii) to add any additional Events of Default for the benefit of the Holders; or (iv) to cure any ambiguity, omission, defect or inconsistencydefect, to correct or supplement any provision herein which may be inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture which shall not be inconsistent with the provisions of this Indenture, provided that such action pursuant to this Clause (iv) shall not adversely affect the interests of the Holders in any material respect; or (v) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities any property or assets; or (vi) to evidence the succession of another corporation to the Company, and the assumption by the successor corporation of the covenants, agreements and obligations of the Company pursuant to the Section 8.01; or (vii) make any changes or modifications to the Indenture necessary in connection with registration of the Securities under the Securities Act or the qualification of this Indenture under the Trust Indenture Act; (bviii) to provide for the assumption by a Successor Company of the obligations of the Company under this Indenture pursuant to Article 11;uncertificated convertible notes; or (cix) to add guarantees with respect to the Notes; (d) to secure the Notes; (e) to add to the covenants or Events of Defaults of the Company for the benefit of the Holders or surrender any right or power conferred upon the Company; (f) upon the occurrence of any transaction or event described in Section 14.07(a), to (i) provide that the Notes are convertible into Reference Property, subject to Section 14.02, and (ii) effect the related changes to the terms of the Notes described under Section 14.07(a), in each case, in accordance with Section 14.07; (g) to make any change that does not adversely affect the rights of any Holder; or (h) to conform the provisions of this Indenture or the Notes to the “Description of the Notes” section of the Offering Memorandum. Upon the written request of the Company, the Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental indenture that affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. The Trustee shall be entitled to seek an Opinion of Counsel, at the Company’s expense, that any such supplemental indenture is authorized and permitted by the terms of this Indenture and not contrary to law. Any supplemental indenture authorized by the provisions of this Section 10.01 may be executed by the Company and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 10.02.

Supplemental Indentures Without Consent of Holders. The Company, when authorized by the Trustee and the resolutions of the Board of Directors, and the Trustee, at the Company’s expense and directionexpense, may from time to time and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes: (a) to cure any ambiguity, omission, defect or inconsistencyinconsistency that does not individually or in the aggregate adversely affect the rights of any Holder of the Notes; (b) to provide for the assumption by a Successor Company of the obligations of the Company under this Indenture and the Notes pursuant to Article 11; (c) to add guarantees with respect to the Notes; (d) to secure the Notes; (e) to add to the covenants or Events of Defaults Default of the Company for the benefit of the Holders or surrender any right or power conferred upon the Company; (f) upon the occurrence of any transaction or event described in Section 14.07(a), to (i) provide that the Notes are convertible into Reference Property, subject to Section 14.02, and (ii) effect the related changes to the terms of the Notes described under Section 14.07(a), in each case, in accordance with Section 14.07; (g) to make any other change that does not adversely affect the rights of any Holder; (g) to appoint a successor trustee with respect to the Notes; or (h) to conform the provisions of this Indenture or the Notes to the “Description of the Notes” section of the Offering MemorandumCircular. Upon the written request of the Company, the Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental indenture that affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. The Trustee shall be entitled to seek an Opinion of Counsel, at the Company’s expense, that any such supplemental indenture is authorized and permitted by the terms of this Indenture and not contrary to law. Any supplemental indenture authorized by the provisions of this Section 10.01 may be executed by the Company and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 10.02.

Supplemental Indentures Without Consent of Holders. The Company, when authorized by the resolutions of the Board of Directors, and the Trustee, at the Company’s expense and direction, may from time to time and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes: (a) to cure any ambiguity, omission, defect or inconsistency; (b) to provide for the assumption by a Successor Company of the obligations of the Company under this Indenture and the Notes pursuant to Article 11; (c) to add guarantees with respect to the Notes; (d) to secure the Notes; (e) to add to the covenants or Events of Defaults Default of the Company for the benefit of the Holders or surrender any right or power conferred upon the Company; (f) upon the occurrence of any transaction or event described in Section 14.07(a)Merger Event, to (i) provide that the Notes are convertible into Reference Property, subject to the provisions of Section 14.02, and (ii) effect the related changes to the terms of the Notes described under Section 14.07(a)14.07, in each case, in accordance with Section 14.07; (g) to make any change that does not adversely affect the rights or interests of any Holder; or (h) to conform the provisions of this Indenture or the Notes to the “Description of the Notes” section of the Offering Memorandum. Upon the written request of the Company, the Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental indenture that affects the Trustee’s own rights, duties duties, liabilities or immunities under this Indenture or otherwise. The Trustee shall be entitled to seek an Opinion of Counsel, at the Company’s expense, that any such supplemental indenture is authorized and permitted by the terms of this Indenture and not contrary to law. Any supplemental indenture authorized by the provisions of this Section 10.01 may be executed by the Company and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 10.02.

Supplemental Indentures Without Consent of Holders. The Company, when authorized by the resolutions of the Board of Directors, Company and the Trustee, at Trustee may amend the Company’s expense and direction, may from time to time and at any time Indenture or the Notes or enter into an indenture or indentures supplemental hereto for one without notice to or more the consent of the following purposesany Holder to: (a) to cure any ambiguityambiguities, omissionomissions, defect defects or inconsistencyinconsistencies as evidenced by an Officer’s Certificate; (b) make any change that would provide any additional rights or benefits to the Holders of the Notes of a series; (c) provide for or add guarantors with respect to the Notes of any series; (d) secure the Notes of any series; (e) provide for uncertificated Notes of any series in addition to or in place of certificated Notes of the applicable series; (f) evidence and provide for the acceptance of appointment by a successor Trustee; (g) provide for the assumption by a Successor Company successor corporation of the Company’s obligations to the Holders of the Company under this Indenture pursuant to Article 11Notes of any series, in compliance with the applicable provisions of the Indenture; (ch) to add guarantees with respect to maintain the Notes; (d) to secure the Notes; (e) to add to the covenants or Events of Defaults qualification of the Company for Indenture under the benefit of the Holders or surrender any right or power conferred upon the Company;Trust Indenture Act; or (f) upon the occurrence of any transaction or event described in Section 14.07(a), to (i) provide that the Notes are convertible into Reference Property, subject to Section 14.02, and (ii) effect the related changes to the terms of the Notes described under Section 14.07(a), in each case, in accordance with Section 14.07; (g) to make any change that does not adversely affect the rights of any Holder; or (h) to conform the provisions Holder of this Indenture or the Notes to the “Description of the Notes” section of the Offering Memorandumin any material respect. Upon the written request of the Company, the The Trustee is hereby authorized to join with the Company in the execution of any such amendment or supplemental indenture, to make any further appropriate agreements and stipulations that which may be therein containedcontained and to accept the conveyance, transfer, assignment, mortgage or pledge of any Property thereunder, but the Trustee shall not be obligated to, but may in its discretion, to enter into any such amendment or supplemental indenture that which affects the Trustee’s own rights, duties or immunities under this the Indenture or otherwise. The Trustee shall be entitled to seek an Opinion of Counsel, at the Company’s expense, that any such supplemental indenture is authorized and permitted by the terms of this Indenture and not contrary to law. Any amendment or supplemental indenture authorized by the provisions of this Section 10.01 section may be executed by the Company without notice to and the Trustee without the consent of the Holders of any of the Notes at the time outstandingOutstanding, notwithstanding any of the provisions of Section 10.026.03.

Supplemental Indentures Without Consent of Holders. The Company, when authorized by the resolutions of the Board of Directors, Company and the Trustee, at Trustee may amend the Company’s expense and direction, may from time to time and at any time Indenture or the Notes or enter into an indenture or indentures supplemental hereto for one without notice to or more the consent of the following purposes:any Holder to (a) to cure any ambiguityambiguities, omissionomissions, defect defects or inconsistencyinconsistencies as evidenced by an Officer’s Certificate; (b) make any change that would provide any additional rights or benefits to the Holders of the Notes of a series; (c) provide for or add guarantors with respect to the Notes of any series; (d) secure the Notes of any series; (e) provide for uncertificated Notes of any series in addition to or in place of certificated Notes of the applicable series; (f) evidence and provide for the acceptance of appointment by a successor Trustee; (g) provide for the assumption by a Successor Company successor corporation of the Company’s obligations to the Holders of the Company under this Indenture pursuant to Article 11Notes of any series, in compliance with the applicable provisions of the Indenture; (ch) to add guarantees with respect to maintain the Notes; (d) to secure the Notes; (e) to add to the covenants or Events of Defaults qualification of the Company for Indenture under the benefit of the Holders or surrender any right or power conferred upon the Company;Trust Indenture Act; or (f) upon the occurrence of any transaction or event described in Section 14.07(a), to (i) provide that the Notes are convertible into Reference Property, subject to Section 14.02, and (ii) effect the related changes to the terms of the Notes described under Section 14.07(a), in each case, in accordance with Section 14.07; (g) to make any change that does not adversely affect the rights of any Holder; or (h) to conform the provisions Holder of this Indenture or the Notes to the “Description of the Notes” section of the Offering Memorandumin any material respect. Upon the written request of the Company, the The Trustee is hereby authorized to join with the Company in the execution of any such amendment or supplemental indenture, to make any further appropriate agreements and stipulations that which may be therein containedcontained and to accept the conveyance, transfer, assignment, mortgage or pledge of any Property thereunder, but the Trustee shall not be obligated to, but may in its discretion, to enter into any such amendment or supplemental indenture that which affects the Trustee’s own rights, duties or immunities under this the Indenture or otherwise. The Trustee shall be entitled to seek an Opinion of Counsel, at the Company’s expense, that any such supplemental indenture is authorized and permitted by the terms of this Indenture and not contrary to law. Any amendment or supplemental indenture authorized by the provisions of this Section 10.01 section may be executed by the Company without notice to and the Trustee without the consent of the Holders of any of the Notes at the time outstandingOutstanding, notwithstanding any of the provisions of Section 10.026.03.

Supplemental Indentures Without Consent of Holders. The Company, when authorized by the resolutions of the Board of Directors, and the Trustee, at the Company’s expense and direction, may from time to time and at any time enter into an indenture amend or indentures supplemental hereto supplement this Indenture or the Notes for one or more of the following purposes: (a) to cure any ambiguity, omission, defect or inconsistency; (b) to provide for the assumption by a Successor Company of the obligations of the Company under this Indenture and the Notes pursuant to Article 11; (c) to add guarantees with respect to the Notes; (d) to secure the Notes; (e) to add to the covenants or Events of Defaults of the Company for the benefit of the Holders or surrender any right or power conferred upon the Company; (f) upon the occurrence of any transaction or event described in Section 14.07(a), to (i) provide that the Notes are convertible into Reference Property, subject to Section 14.02, and (ii) effect the related changes to the terms of the Notes described under Section 14.07(a), in each case, in accordance with Section 14.07; (g) to make any change that does not adversely affect the rights of any Holder; or (h) to conform comply with the provisions of this Indenture or the Notes to the “Description rules of the Notes” section of the Offering MemorandumEuroclear and Clearstream. Upon the written request of the Company, the Trustee is hereby authorized to join with the Company in the execution of any such supplemental indentureamendment or supplement to this Indenture or the Notes, to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental indenture that affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. The Trustee shall be entitled to seek an Officers’ Certificate and an Opinion of Counsel, at the Company’s expense, that any such supplemental indenture amendment or supplement to this Indenture or the Notes is authorized and permitted by the terms of this Indenture and not contrary to law. Any supplemental indenture amendment or supplement to this Indenture or the Notes authorized by the provisions of this Section 10.01 may be executed by the Company and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 10.02.

Supplemental Indentures Without Consent of Holders. The Company, when authorized by the resolutions of the Board of Directors, Directors and the Trustee, at the Company’s expense and directionexpense, may from time to time and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes: (a) to cure any ambiguity, omission, defect or inconsistencyinconsistency in this Indenture or in the Notes; (b) to provide for the assumption by a Successor Company of the obligations of the Company under this Indenture pursuant to and the Notes, in accordance with the provisions of Article 11; (c) to add guarantees with respect to the Notes; (d) to secure the Notes; (e) to add to the covenants or Events of Defaults Default of the Company for the benefit of the Holders or surrender any right or power conferred upon the CompanyCompany under this Indenture; (f) to make any other change that does not adversely affect the rights of any Holder; (g) appoint a successor Trustee with respect to the Notes; (h) increase the Conversion Rate as provided in this Indenture; (i) irrevocably elect a Settlement Method or a Specified Dollar Amount, or eliminate the Company’s right to elect a Settlement Method; (j) to conform the provisions of this Indenture or the Notes to the “Description of Notes” section of the Offering Circular; or (k) upon the occurrence of any transaction or event described in Section 14.07(a)a Share Exchange Event, solely to (i) provide that the Notes are convertible into Reference Property, subject to Section 14.02, and (ii) effect the related changes to the terms of the Notes described under Section 14.07(a)14.07, in each case, in accordance with Section 14.07; (g) to make any change that does not adversely affect the rights of any Holder; or (h) to conform the applicable provisions of this Indenture or the Notes to the “Description of the Notes” section of the Offering MemorandumIndenture. Upon the written request of the Company, the Trustee is hereby authorized to to, and shall, join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental indenture that affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. The Trustee shall be entitled to seek an Opinion of Counsel, at the Company’s expense, that any such supplemental indenture is authorized and permitted by the terms of this Indenture and not contrary to law. Any supplemental indenture authorized by the provisions of this Section 10.01 may be executed by the Company and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 10.02.

Supplemental Indentures Without Consent of Holders. The Company, when authorized by the resolutions of the Board of Directors, Company and the Trustee, at the Company’s expense and directionexpense, may from time to time and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes: (a) (1) to cure any ambiguity, omission, manifest error or defect or (2) cure any omission or inconsistency; (b) to provide for the assumption by a Successor Company of the obligations of the Company under this Indenture pursuant to Article 1112; (c) to add guarantees with respect to the Notes; (d) to provide for a successor Trustee in accordance with the terms of this Indenture or to otherwise comply with any requirement of this Indenture; (e) to provide for the conversion of the Notes into Reference Property, to the extent that the Company deems such amendment necessary or advisable in connection with the conversion of the Notes into Reference Property; (f) to increase the Conversion Rate; (g) to secure the Notes; (eh) to add to the covenants or Events of Defaults of the Company for the benefit of the Holders or surrender any right or power conferred upon the Company; (f) upon the occurrence of any transaction or event described in Section 14.07(a), to (i) to provide that for the conversion of Notes are convertible into Reference Property, subject to Section 14.02, and (ii) effect the related changes to in accordance with the terms of the Notes described under Section 14.07(a), in each case, in accordance with Section 14.07;this Indenture; or (gj) to make any change that does not adversely affect the rights of any HolderHolder in any material respect; or (h) provided, however, that any amendment to conform the provisions of this Indenture or the Notes to the “Description of the Notes” section of Section in the Offering Memorandum, will be deemed not to adversely affect the rights of any Holder. Upon the written request of the Company, the Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental indenture that affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. The Trustee shall be entitled to seek an Opinion of Counsel, at the Company’s expense, that any such supplemental indenture is authorized and permitted by the terms of this Indenture and not contrary to law. Any supplemental indenture authorized by the provisions of this Section 10.01 11.01 may be executed by the Company and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 10.0211.02.

Supplemental Indentures Without Consent of Holders. The CompanyNotwithstanding Section 10.02, when authorized by without the resolutions consent of any Holder, the Board of Directors, Company and the Trustee, at Trustee may amend or supplement this Indenture and the Company’s expense and direction, may from time to time and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposesNotes to: (a) to cure any ambiguity, omission, defect or inconsistencyinconsistency in this Indenture or the Notes; (b) to provide for the assumption by a Successor Company or a Successor Pubco, as the case may be, of the obligations of the Company or Pubco, as applicable, under this Indenture pursuant to or the Notes in accordance with Article 11; (c) to add guarantees with respect to the Notes; (d) to [Reserved]; (e) secure the Notes; (ef) to add to the covenants or Events of Defaults Default that the Board of the Company Directors considers to be for the benefit of the Holders or make changes that would provide additional rights to Holders or surrender any right or power conferred upon the Company; (f) upon the occurrence of any transaction or event described in Section 14.07(a), to (i) provide that the Notes are convertible into Reference Property, subject to Section 14.02, and (ii) effect the related changes to the terms of the Notes described under Section 14.07(a), in each case, in accordance with Section 14.07; (g) to make any change that does not adversely affect the rights of any HolderHolder in any material respect, as determined by the Board of Directors and evidenced by a Board Resolution delivered to the Trustee; (h) in connection with any Specified Corporate Event, provide that the Notes are exchangeable for Reference Property, subject to Section 14.02, and make certain related changes to the terms of this Indenture and the Notes to the extent expressly required by this Indenture; (i) evidence and provide for the acceptance of an appointment under this Indenture of a successor Trustee; provided that the successor Trustee is otherwise qualified and eligible to act as such under the terms of this Indenture as set forth in an Officer’s Certificate; (j) provide for the issuance of additional Notes in accordance with Section 2.10(a); or (hk) to conform the provisions of this Indenture or the Notes to the “Description of the Notes” section of the Offering Memorandumcomply with applicable stock exchange rules. Upon the written request of the Company, the The Trustee is hereby authorized to join with the Company in the execution of any such supplemental indentureamendment, supplement or waiver, to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental indenture amendment, supplement or waiver that adversely affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. The Trustee shall be entitled to seek an Opinion of Counsel, at the Company’s expense, that any such supplemental indenture is authorized and permitted by the terms of this Indenture and not contrary to law. Any supplemental indenture authorized by the provisions of this Section 10.01 may be executed by the Company and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 10.02.

Supplemental Indentures Without Consent of Holders. The Company, when authorized by the resolutions of the Board of Directors, Directors and the Trustee, at the Company’s expense and directionexpense, may from time to time and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes: (a) to cure any ambiguity, omission, defect or inconsistency; (b) to provide for the assumption by a Successor Company of the obligations of the Company under this Indenture pursuant to Article 11; (c) to add guarantees with respect to the Notes; (d) to secure the Notes; (e) to add to the covenants or Events of Defaults Default of the Company for the benefit of the Holders or surrender any right or power conferred upon the Company; (f) upon the occurrence of any transaction or event described in Section 14.07(a), to (i) provide that the Notes are convertible into Reference Property, subject to Section 14.02, and (ii) effect the related changes to the terms of the Notes described under Section 14.07(a), in each case, in accordance with Section 14.07; (g) to make any change that does not adversely affect the rights of any HolderHolder in any material respect; (g) in connection with any Merger Event, to provide that the notes are convertible into Reference Property, subject to the provisions of Section 14.02, and make such related changes to the terms of the Notes to the extent expressly required by Section 14.07; or (h) to conform the provisions of this Indenture or the Notes to the “Description of the Notesnotes” section of the Offering Memorandum. Upon the written request of the Company, the Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental indenture that affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. The Trustee shall be entitled to seek an Opinion of Counsel, at the Company’s expense, that any such supplemental indenture is authorized and permitted by the terms of this Indenture and not contrary to law. Any supplemental indenture authorized by the provisions of this Section 10.01 may be executed by the Company and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 10.02.

Supplemental Indentures Without Consent of Holders. The Without the consent of the Holders of any Securities, the Company, when authorized by the resolutions of the a Board of DirectorsResolution, and the Trustee, Trustee at the Company’s expense any time and direction, may from time to time and at any time time, may enter into an indenture or indentures supplemental hereto for one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: (a1) to cure any ambiguityevidence the succession of another Person to the Company, omission, defect or inconsistency; (b) to provide for and the assumption by a Successor Company any such successor of the covenants and obligations of the Company under this Indenture pursuant to herein and in the Securities contained, all as provided in Article 11Ten; (c2) to add guarantees evidence and provide for the acceptance of appointment by another Person as a successor Trustee hereunder with respect to one or more series of Securities and to add to or change any of the Notesprovisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to Section 8.08; (d) to secure the Notes; (e3) to add to the covenants or Events of Defaults and agreements of the Company for the benefit of the Holders of all or any series of Securities (if such covenants are for less than all series, stating that such covenants are for the benefit of such series), or to surrender any right or power herein conferred upon the Company; (f) upon the occurrence of any transaction or event described in Section 14.07(a), to (i) provide Company provided that the Notes are convertible into Reference Property, subject to Section 14.02, and (ii) effect the related changes to the terms of the Notes described under Section 14.07(a), in each case, in accordance with Section 14.07; (g) to make any change that does such action shall not adversely affect the rights interests of the Holders of Securities of any Holderseries then Outstanding; (4) to add any additional Events of Default or Defaults; (5) to eliminate any Event of Default, Default or covenant which is inconsistent with the treatment of the Securities as Tier 2 capital or the equivalent under the FRB’s Regulation Q, 12 C.F.R Part 217 (or any successor regulation); (6) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture provided such other provisions shall not adversely affect the interests of the Holders of Securities of any series then Outstanding in any material respect (except for changes to confirm that the subordinated notes are Tier 2 capital or the equivalent under the FRB’s Regulation Q, 12 C.F.R Part 217 (or any successor regulation)); (7) to secure the Securities; (8) to establish any form or terms of Securities, as permitted by Section 2.03, and to provide for the issuance of any series of Securities as permitted by Section 3.01, and to set forth the terms thereof; (9) to provide for the issuance of uncertificated Securities of one or more series in the place of certificated Securities; (10) to qualify or maintain the qualification of the Indenture under the TIA; or (h11) to conform comply with the provisions rules and regulations of this Indenture any securities exchange or the Notes to the “Description automated quotation system on which any of the Notes” section Securities may be listed or traded. The Trustee with respect to any series of the Offering Memorandum. Upon the written request of the Company, the Trustee Securities affected by such supplemental indenture is hereby authorized to join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that which may be therein containedcontained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to, but may in its discretion, to enter into any such supplemental indenture that which affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. The Trustee shall be entitled to seek an Opinion of Counsel, at the Company’s expense, that any such supplemental indenture is authorized and permitted by the terms of this Indenture and not contrary to law. Any supplemental indenture authorized by the provisions of this Section 10.01 may be executed by the Company and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 10.02.

Supplemental Indentures Without Consent of Holders. The CompanyNotwithstanding Section 9.2 of this Indenture, when authorized by the resolutions of the Board of Directors, Company and the Trustee, at Trustee may amend or supplement this Indenture or the Company’s expense and direction, may from time to time and at Notes without the consent of any time enter into an indenture or indentures supplemental hereto for one or more Holder of the following purposesa Note: (a1) to cure any ambiguity, omission, defect or inconsistencyinconsistency provided such provisions shall not adversely affect the interest of the Holders; (b2) to provide for uncertified 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 Company of the obligations of successor to the Company under this Indenture pursuant to Article 11V hereof; (c) to add guarantees with respect to the Notes; (d) to secure the Notes; (e) to add to the covenants or Events of Defaults of the Company for the benefit of the Holders or surrender any right or power conferred upon the Company; (f) upon the occurrence of any transaction or event described in Section 14.07(a), to (i) provide that the Notes are convertible into Reference Property, subject to Section 14.02, and (ii) effect the related changes to the terms of the Notes described under Section 14.07(a), in each case, in accordance with Section 14.07; (g4) 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 (h5) to conform comply with requirements of the provisions SEC in order to effect or maintain the qualification of this Indenture or under the Notes to the “Description of the Notes” section of the Offering MemorandumTIA. Upon the written request of the CompanyCompany 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 7.2 hereof, the Trustee is hereby authorized to shall join with the Company in the execution of any such 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, but may in its discretion, to enter into any such amended or supplemental indenture Indenture that affects the Trustee’s its own rights, duties or immunities under this Indenture or otherwise. The Trustee shall be entitled to seek an Opinion of Counsel, at the Company’s expense, that any such supplemental indenture is authorized and permitted by the terms of this Indenture and not contrary to law. Any supplemental indenture authorized by the provisions of this Section 10.01 may be executed by the Company and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 10.02.

Supplemental Indentures Without Consent of Holders. The Without the consent of any Holders, the Company, when authorized by the resolutions of the a Board of DirectorsResolution, and the Trustee, at the Company’s expense any time and direction, may from time to time and at any time time, may enter into an indenture or indentures supplemental hereto for one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes:. (a) to evidence the succession of another Person to the Company and the assumption by any such successor of the covenants of the Company herein and in the Notes; or (b) to add to the covenants of the Company for the benefit of the Holders or otherwise provide additional rights to the Holders, or to surrender any right or power herein conferred upon the Company; or (c) to secure or guarantee the Notes; or (d) to comply with any requirements of the SEC in order to effect and maintain the qualification of this Indenture under the Trust Indenture Act; or (e) to provide for uncertificated Notes in addition to or in place of certificated Notes, or (f) to evidence the appointment of a co-trustee pursuant to Section 6.15 (Appointment of Co-Trustee) hereof; or (g) to modify the restrictions on and procedures for resales and other transfers of this Note to reflect any change in applicable law or regulation (or the interpretation thereof) or in practices relating to the resale or transfer of restricted Notes generally; provided that such action pursuant to this clause (g) shall not adversely affect the interests of Holders in any material respect; (h) to cure any ambiguity, omission, defect or inconsistency;; or (b) to provide for the assumption by a Successor Company of the obligations of the Company under this Indenture pursuant to Article 11; (c) to add guarantees with respect to the Notes; (d) to secure the Notes; (e) to add to the covenants or Events of Defaults of the Company for the benefit of the Holders or surrender any right or power conferred upon the Company; (f) upon the occurrence of any transaction or event described in Section 14.07(a), to (i) provide that the Notes are convertible into Reference Property, subject to Section 14.02, and (ii) effect the related changes to the terms of the Notes described under Section 14.07(a), in each case, in accordance with Section 14.07; (g) to make any change that does not not, in the opinion of the Trustee, adversely affect the rights of any Holder; or (h) to conform the provisions of this Indenture or the Notes to the “Description of the Notes” section of the Offering Memorandum. Upon the written request of the Company, the Trustee is hereby authorized to join with the Company Holder in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental indenture that affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. The Trustee shall be entitled to seek an Opinion of Counsel, at the Company’s expense, that any such supplemental indenture is authorized and permitted by the terms of this Indenture and not contrary to law. Any supplemental indenture authorized by the provisions of this Section 10.01 may be executed by the Company and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 10.02material respect.

Supplemental Indentures Without Consent of Holders. The Company, when authorized by the resolutions of the Board of Directors, Directors and the Trustee, at the Company’s expense and directionexpense, may from time to time and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes: (a) to cure any ambiguity, omission, defect or inconsistencyinconsistency that does not adversely affect Holders of the Notes; (b) to provide for the assumption by a Successor Company of the obligations of the Company under this Indenture and the Notes pursuant to Article 1110; (c) to add guarantees with respect to the Notes; (d) to secure the Notes; (e) to add to the covenants or Events of Defaults of the Company for the benefit of the Holders or surrender any right or power conferred upon the Company; (f) upon the occurrence of any transaction or event described in Section 14.07(a), to (i) provide that the Notes are convertible into Reference Property, subject to Section 14.02, and (ii) effect the related changes to the terms for an increase of the Notes described under Section 14.07(a), in each case, in accordance with Section 14.07Conversion Rate; (g) to evidence any change in the Trustee; (h) to reflect the issuance of additional Notes as permitted by Section 2.10; (i) to make any change to comply with the Trust Indenture Act or any amendment thereto; (j) to make any change that does not adversely affect the rights of any Holder; or (hk) to conform the provisions of this Indenture or the Notes to the “Description of the Notesnotes” section of the Offering MemorandumProspectus. Upon the written request of the Company, the Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to, but may in its discretionmay, enter into any supplemental indenture that affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. The Trustee shall be entitled to seek an Opinion of Counsel, at the Company’s expense, that any such supplemental indenture is authorized and permitted by the terms of this Indenture and not contrary to law. Any supplemental indenture authorized by the provisions of this Section 10.01 9.01 may be executed by the Company and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 10.029.02. The Trustee shall be entitled to rely on an Opinion of Counsel (which in turn may rely upon an Officers’ Certificate) for the purpose of determining whether the entering into of a supplemental indenture for the purposes stated in clauses (a) or (j) of this Section 9.01 adversely affects the rights of any Holder or the Holders of the Notes.

Supplemental Indentures Without Consent of Holders. The Company, when authorized by Without the resolutions consent of the Board Holders of Directorsany Notes, the Obligor and the Trustee, at the Company’s expense any time and direction, may from time to time and at any time time, may enter into an indenture or indentures supplemental hereto for one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: (a1) to cure any ambiguityevidence the succession of another Entity to the Obligor or successive successions, omission, defect or inconsistency; (b) to provide for and the assumption by a Successor Company any such successor of the covenants, agreements and obligations of the Company under this Indenture Obligor pursuant to Article 11;VII; or (c) to add guarantees with respect to the Notes; (d) to secure the Notes; (e2) to add to the covenants or Events of Defaults of the Company Obligor such further covenants, restrictions or conditions for the benefit protection of the Holders of the Notes as the Obligor and the Trustee shall consider to be for the protection of the Holders of the Notes or to surrender any right or power herein conferred upon the Company; (f) upon the occurrence of any transaction or event described in Section 14.07(a), to (i) provide that the Notes are convertible into Reference Property, subject to Section 14.02, and (ii) effect the related changes to the terms of the Notes described under Section 14.07(a), in each case, in accordance with Section 14.07; (g) to make any change that does not adversely affect the rights of any HolderObligor; or (h3) to conform evidence the provisions surrender of this Indenture any right or the Notes to the “Description power of the Notes” section of the Offering Memorandum. Upon the written request of the CompanyObligor; (4) to cure any defect or ambiguity, the Trustee is hereby authorized to join correct or supplement any provision herein which may be inconsistent with the Company any other provision herein or in the execution of any such supplemental indenture, or to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental indenture that affects the Trustee’s own rights, duties other provisions with respect to matters or immunities questions arising under this Indenture or otherwise. The Indenture; or (5) to evidence and provide for the acceptance of appointment by another corporation as a successor Trustee shall be entitled hereunder; (6) to seek an Opinion of Counsel, at add to the Company’s expense, that any such supplemental indenture is authorized and permitted by the terms of this Indenture and not contrary to law. Any supplemental indenture authorized by the provisions of this Section 10.01 may be executed by the Company and the Trustee without the consent rights of the Holders of the Notes; or (7) to add any additional Events of Default in respect of the Notes at Notes. No supplemental indenture for the time outstandingpurposes identified in clause (2), notwithstanding any (3), (4), (6) or (7) above may be entered into if to do so would adversely affect the interest of the provisions Holders of Section 10.02Notes.

Supplemental Indentures Without Consent of Holders. The Without the consent of any Holder, the Company, when authorized by the resolutions of the Board of DirectorsResolutions, and the Trustee, at the Company’s expense any time and direction, may from time to time and at any time time, may enter into an indenture one or more indentures supplemental hereto or amendments to the Security Documents or the Construction Collateral and Disbursement Agreement, in form satisfactory to the Trustee, for one or more any of the following purposes: (a) to cure any ambiguity, omissiondefect, defect or inconsistency, or to make any other provisions with respect to matters or questions arising under this Indenture, the Security Documents or the Construction Collateral and Disbursement Agreement which shall not be inconsistent with the provisions of this Indenture, provided such action pursuant to this clause (a) shall not adversely affect the interests of any Holder in any respect; (b) to provide for the assumption by a Successor Company of the obligations of the Company under this Indenture pursuant to Article 11; (c) to add guarantees with respect to the Notes; (d) to secure the Notes; (e) to add to the covenants or Events of Defaults of the Company for the benefit of the Holders or to surrender any right or power herein conferred upon the Company; (f) upon the occurrence of any transaction Company or event described in Section 14.07(a), to (i) provide that the Notes are convertible into Reference Property, subject to Section 14.02, and (ii) effect the related changes to the terms of the Notes described under Section 14.07(a), in each case, in accordance with Section 14.07; (g) to make any other change that does not adversely affect the rights of any Holder, provided that the Company has delivered to the Trustee an Opinion of Counsel stating that such change does not adversely affect the rights of any Holder; (c) to provide for additional collateral for the Notes; (d) to evidence the succession of another Person to the Company and the assumption by any such successor of the obligations of the Company herein and in the Notes in accordance with Article V; (e) to comply with the TIA; or (hf) after the date upon which a Change of Control Offer is required to conform be made, reduce the provisions Change of this Indenture Control Purchase Price or the Notes to the “Description of the Notes” section of the Offering Memorandum. Upon the written request of the Company, the Trustee is hereby authorized to join with the Company make changes in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental indenture that affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. The Trustee shall be entitled to seek an Opinion of Counsel, at the Company’s expense, that any such supplemental indenture is authorized and permitted by the terms of this Indenture and not contrary to law. Any supplemental indenture authorized by the provisions of this Section 10.01 may be executed by the Company and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 10.024.17.

Supplemental Indentures Without Consent of Holders. The CompanySection 9.1 of the Base Indenture shall be amended and restated in its entirety with respect to the Notes as follows: Section 9.1 Supplemental Indentures without Consent of Holders. Without the consent of any Holders of Notes, the Company (when authorized by the resolutions of the or pursuant to a Board of Directors, Resolution) and the Trustee, at the Company’s expense any time and direction, may from time to time and at any time time, may enter into an indenture or indentures supplemental hereto for one or more indentures supplemental hereto, in form and substance satisfactory to the Trustee, for any of the following purposes: (a1) to evidence the succession of another Person to the Company and the assumption by any such successor of the covenants of the Company in the Indenture and in the Notes; (2) to add to the covenants of the Company or to surrender any right or power conferred on the Company pursuant to the Indenture; (3) to establish the form and terms of the Notes as permitted by the Indenture; (4) to evidence and provide for a successor Trustee under the Indenture or to provide for or facilitate the administration of the trusts under the Indenture by more than one Trustee; (5) to cure any ambiguity, omission, defect to correct or inconsistencysupplement any provision in the Indenture that may be defective or inconsistent with any other provision of the Indenture or to make any other provisions with respect to matters or questions arising under the Indenture; provided that no such action pursuant to this clause shall adversely affect the interests of the Holders of Notes in any material respect; (b6) to provide for add to, delete from or revise the assumption by a Successor Company conditions, limitations and restrictions on the authorized amount, terms or purposes of issue, authentication and delivery of the obligations of Notes under the Company under this Indenture pursuant to Article 11Indenture; (c7) to add guarantees any additional events of default with respect to the Notes; (d8) to supplement any of the provisions of the Indenture as may be necessary to permit or facilitate the defeasance and discharge of the Notes, provided that such action does not adversely affect the interests of any Holder of an Outstanding Note in any material respect; (9) to secure make provisions with respect to the conversion or exchange rights of Holders of Notes; (10) to pledge to the Trustee as security for the Notes any property or assets; (11) to add guarantees in respect of the Notes; (e12) to add provide for certificated notes in addition to the covenants or Events in place of Defaults of the Company for the benefit of the Holders or surrender any right or power conferred upon the CompanyGlobal Notes; (f13) upon to qualify the occurrence of any transaction or event described in Section 14.07(a), to (i) provide that Indenture under the Notes are convertible into Reference Property, subject to Section 14.02, and (ii) effect the related changes to the terms of the Notes described under Section 14.07(a), in each case, in accordance with Section 14.07Trust Indenture Act; (g14) to conform the text of the Indenture or the Notes to any provision of the “Description of Notes” set forth in the Prospectus to the extent that such provision, in the good faith judgment of the Company, was intended to be a verbatim recitation of a provision of the Indenture or the Notes; or (15) to make any other change that does not adversely affect the rights of Holders of Notes in any Holder; or (h) to conform the provisions of this Indenture or the Notes to the “Description of the Notes” section of the Offering Memorandummaterial respect. Upon the written request of the Company, the The Trustee is hereby authorized required to join with the Company and any guarantors in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that which may be therein containedcontained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to, but may in its discretion, to enter into any such supplemental indenture that which affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. The Trustee shall be entitled to seek an Opinion of Counsel, at the Company’s expense, that any such supplemental indenture is authorized and permitted by the terms of this Indenture and not contrary to law. Any supplemental indenture authorized by the provisions of this Section 10.01 may be executed by the Company and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 10.02.”

Supplemental Indentures Without Consent of Holders. The Company, when authorized by the resolutions of the Board of Directors, Directors and the Trustee, at the Company’s expense and directionexpense, may from time to time and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes: (a) to cure any ambiguity, mistake, omission, defect or inconsistencyinconsistency that does not adversely affect Holders of the Notes; (b) to provide for the assumption by a Successor Company of the obligations of the Company under this Indenture pursuant to Article 11; (c) to add guarantees with respect to the Notes; (d) to secure the Notes; (e) to add to the covenants or Events of Defaults of the Company for the benefit of the Holders or surrender any right or power conferred upon the Company; (f) upon the occurrence of any transaction or event described in Section 14.07(a), to (i) provide that the Notes are convertible into Reference Property, subject to Section 14.02, and (ii) effect the related changes to the terms of the Notes described under Section 14.07(a), in each case, in accordance with Section 14.07; (g) to make any change that does not adversely affect the rights of any Holder; (g) to add additional events of default with respect to the Notes; (h) provide for Global Notes in addition to, or in place of, Physical Notes; or (hi) to conform the provisions of this Indenture or the Notes to the “Description of the Notesnotes” section of the Offering Memorandum. Upon the written request of the Company, the Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental indenture that affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. The Trustee shall be entitled to seek an Opinion of Counsel, at the Company’s expense, that any such supplemental indenture is authorized and permitted by the terms of this Indenture and not contrary to law. Any supplemental indenture authorized by the provisions of this Section 10.01 may be executed by the Company and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 10.02.

Supplemental Indentures Without Consent of Holders. The Company, when authorized by the resolutions of the Board of Directors, and the Trustee, at the Company’s expense and direction, may from time to time and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes: (a) to cure any ambiguity, omission, defect inconsistency or inconsistencycorrect or supplement any defective provision contained in this Indenture or the Notes in a manner that does not adversely affect the rights of any Holder; (b) to provide for the assumption by a Successor Company of the obligations of the Company under this Indenture and the Notes pursuant to Article 11; (c) to add guarantees with respect to the Notes; (d) to otherwise secure the Notes; (e) to add to the covenants or Events of Defaults of the Company for the benefit of the Holders or surrender any right or power conferred upon the Company; (f) upon the occurrence of any transaction or event described in Section 14.07(a), to to (i) provide that the Notes are convertible into Reference Property, subject to Section 14.0214.07, and and (ii) effect the related changes to the terms of the Notes described under Section 14.07(a), in each case, in accordance with Section 14.07; (g) to evidence and provide for the assumption by a successor trustee of the obligations of the Trustee under this Indenture pursuant to Article 7; (h) to make any change other changes to this Indenture that does do not adversely affect the rights interests of any Holder; or (hi) to conform the provisions of this Indenture or the Notes to the “Description of the Notes” section of the Offering Memorandum. Upon the written request of the Company, the Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental indenture that affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. The Trustee shall be entitled to seek an Opinion of Counsel, at the Company’s expense, that any such supplemental indenture is authorized and permitted by the terms of this Indenture and not contrary to law. Any supplemental indenture authorized by the provisions of this Section 10.01 may be executed by the Company and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 10.02.

Supplemental Indentures Without Consent of Holders. The Company, when authorized by the resolutions of the Board of Directors, and the Trustee, at the Company’s expense and directionexpense, may from time to time and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes: (a) to cure any ambiguity, omission, defect or inconsistency; (b) to provide for the assumption by a Successor Company of the obligations of the Company under this Indenture pursuant to Article ‎Article 11; (c) to add guarantees with respect to the Notes; (d) to secure the Notes; (e) to add to the covenants or Events of Defaults of the Company for the benefit of the Holders or surrender any right or power conferred upon the Company; (f) upon the occurrence of any transaction or event described in Section 14.07(a), to (i) provide that the Notes are convertible into Reference Property, subject to Section 14.02, and (ii) effect the related changes to the terms of the Notes described under Section 14.07(a), in each case, in accordance with Section 14.07; (g) to make any change that does not adversely affect the rights of any Holder; or; (g) to increase the Conversion Rate as provided in this Indenture; (h) to provide for the acceptance of appointment by a successor trustee pursuant to ‎Section 7.10 or to facilitate the administration of the trusts by more than one trustee; (i) to irrevocably elect or eliminate a Settlement Method and/or irrevocably elect a minimum Specified Dollar Amount; (j) to conform the provisions of this Indenture or the Notes to the “Description of the Notes” section of the Offering MemorandumMemorandum as set forth in an Officer’s Certificate; or (k) in connection with any Specified Transaction, provide that the Notes are convertible into Reference Property, subject to the provisions described in Section 14.02, and make certain related changes to the terms of the Notes to the extent expressly required under this Indenture. Upon the written request of the CompanyCompany and subject to ‎Section 10.05, the Trustee is hereby authorized to to, and shall join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained, but except that the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental indenture that affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. The Trustee shall be entitled to seek an Opinion of Counsel, at the Company’s expense, that any such supplemental indenture is authorized and permitted by the terms of this Indenture and not contrary to law. Any supplemental indenture authorized by the provisions of this Section ‎Section 10.01 may be executed by the Company and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section ‎Section 10.02.

Supplemental Indentures Without Consent of Holders. The CompanyWithout the consent of any Holders, the Company when authorized by the resolutions of the a Board of DirectorsResolution, and the Trustee, at the Company’s expense any time and direction, may from time to time and at any time time, may enter into an indenture or indentures supplemental hereto for one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: (a1) to cure any ambiguity, omission, defect or inconsistency; (b) evidence the succession of another Person to provide for the Company and the assumption by a Successor Company any such successor of the obligations covenants of the Company under this Indenture pursuant to Article 11;herein and in the Securities; or (c) to add guarantees with respect to the Notes; (d) to secure the Notes; (e2) to add to the covenants or Events of Defaults of the Company for the benefit of the Holders Holders, or to surrender any right or power herein conferred upon the Company; (f) upon the occurrence of any transaction or event described in Section 14.07(a), to (i) provide that the Notes are convertible into Reference Property, subject to Section 14.02, and (ii) effect the related changes to the terms of the Notes described under Section 14.07(a), in each case, in accordance with Section 14.07; (g) to make any change that does not adversely affect the rights of any Holder; or (h3) to conform secure the Securities pursuant to the requirements of Section 10.12 or otherwise; or (4) to modify, eliminate or add to the provisions of this Indenture or the Notes to the “Description such extent as shall be necessary to comply with any requirement of the Notes” section Commission in order to effect qualification of this Indenture under the Offering Memorandum. Upon the written request of the Company, the Trustee is hereby authorized to join Trust Indenture Act in connection with the Company in Resale Registration Statement or thereafter to maintain the execution qualification of this Indenture under the Trust Indenture Act; or (5) to cure any such supplemental indentureambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein, or to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee other provisions with respect to matters or questions arising under this Indenture which shall not be obligated to, but may in its discretion, enter into any supplemental indenture that affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. The Trustee shall be entitled to seek an Opinion of Counsel, at the Company’s expense, that any such supplemental indenture is authorized and permitted by the terms of this Indenture and not contrary to law. Any supplemental indenture authorized by inconsistent with the provisions of this Section 10.01 may be executed by Indenture, provided that such action pursuant to this Clause (5) shall not adversely affect the Company and the Trustee without the consent interests of the Holders in any material respect; or (6) to modify, eliminate or add to Article Three and other provisions of any this Indenture regarding registration, transfer and exchange of the Notes at the time outstandingsecurities to such extent as may be necessary to issue additional Securities in order to comply with applicable law; or (7) to modify, notwithstanding any of eliminate or add to the provisions of Section 10.02this Indenture to permit or facilitate the issuance of Securities or Global Securities and matters related thereto, provided that such action pursuant to this Clause (7) shall not adversely affect the interests of the Holders in any material respect; or (8) reduce the Conversion Price in accordance with Article Twelve.

Supplemental Indentures Without Consent of Holders. The Company, when authorized by the resolutions of the a Board of Directors, Resolution and the Trustee, at the Company’s expense and directionexpense, may from time to time and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes: (a) to cure any ambiguity, omission, defect or inconsistency; (b) to provide for the assumption by a Successor Company of the obligations of the Company under this Indenture pursuant to Article 1112; (c) to add guarantees with respect to the Notes; (d) to secure the Notes; (e) to add to the covenants or Events of Defaults Default of the Company for the benefit of the Holders or surrender any right or power conferred upon the Company; (f) upon the occurrence of any transaction or event described in Section 14.07(a), to (i) provide that the Notes are convertible into Reference Property, subject to Section 14.02, and (ii) effect the related changes to the terms of the Notes described under Section 14.07(a), in each case, in accordance with Section 14.07; (g) to make any change that does not adversely affect the rights of any Holder; provided that, for the avoidance of doubt, any supplemental indenture made solely pursuant to Section 11.01(h) below will be deemed to not adversely affect the rights of any Holder; (g) in connection with any Merger Event, provide that the notes are convertible into Reference Property, subject to the provisions of Section 14.02, and make such related changes to the terms of the Notes to the extent expressly required by Section 14.07; or (h) to conform the provisions of this Indenture or the Notes to the “Description of the Notes” section of the Offering Memorandum. Upon the written request of the Company, the Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental indenture that affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. The Trustee shall be entitled to seek an Opinion of Counsel, at the Company’s expense, that any such supplemental indenture is authorized and permitted by the terms of this Indenture and not contrary to law. Any supplemental indenture authorized by the provisions of this Section 10.01 11.01 may be executed by the Company and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 10.0211.02.

Supplemental Indentures Without Consent of Holders. The Company, when authorized by the resolutions of the Board of Directors, Directors and the Trustee, at the Company’s expense and directionexpense, may from time to time and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes: (a) to cure any ambiguity, omission, defect or inconsistency; (b) to provide for the assumption by a Successor Company of the obligations of the Company under this Indenture pursuant to Article 11; (c) to add guarantees with respect to the Notes; (d) to secure the Notes; (e) to add to the covenants or Events of Defaults of the Company for the benefit of the Holders or surrender any right or power conferred upon the Company; (f) upon the occurrence of any transaction or event described in Section 14.07(a), to (i) provide that the Notes are convertible into Reference Property, subject to Section 14.02, and (ii) effect the related changes to the terms of the Notes described under Section 14.07(a), in each case, in accordance with Section 14.07; (g) to make any change that does not adversely affect the rights of any Holder, as determined in good faith by the Company; (g) to increase the Conversion Rate as provided in this Indenture; (h) to provide for the acceptance of appointment by a successor trustee pursuant to Section 7.09 or to facilitate the administration of the trusts by more than one trustee; (i) to irrevocably elect or eliminate a Settlement Method and/or irrevocably elect a minimum Specified Dollar Amount; or (hj) to conform the provisions of this Indenture or the Notes to the “Description of the Notes” section of the Offering MemorandumMemorandum as set forth in an Officer’s Certificate. Upon the written request of the Company, the Trustee is hereby authorized to to, and shall join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained, but except that the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental indenture that affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. The Trustee shall be entitled to seek an Opinion of Counsel, at the Company’s expense, that any such supplemental indenture is authorized and permitted by the terms of this Indenture and not contrary to law. Any supplemental indenture authorized by the provisions of this Section 10.01 may be executed by the Company and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 10.02.

Supplemental Indentures Without Consent of Holders. The Company, when authorized by the resolutions of the Board of Directors, Directors and the Trustee, at the Company’s expense and directionexpense, may from time to time and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes: (a) to cure any ambiguity, omission, defect or inconsistency; (b) to provide for the assumption by a Successor Company of the obligations of the Company under this Indenture and the Notes pursuant to Article ‎Article 11; (c) to add guarantees with respect to the Notes; (d) to secure the Notes; (e) to add to the covenants or Events of Defaults of the Company for the benefit of the Holders or surrender any right or power conferred upon the Company; (f) upon the occurrence of any transaction or event described in Section 14.07(a), to (i) provide that the Notes are convertible into Reference Property, subject to Section 14.02, and (ii) effect the related changes for an adjustment to the terms Conversion Rate of the Notes described under Section 14.07(a), in each case, in accordance with Section 14.07as required or permitted by ‎Article 14; (g) to evidence any change in the Trustee as permitted by ‎Article 7; (h) to reflect the issuance of additional Notes as permitted by ‎Section 2.10; (i) to make any change that does not adversely affect the rights of any HolderHolder (as determined by the Company in good faith and evidenced by an Officer’s Certificate); (j) in connection with any Share Exchange Event, to provide that the Notes are convertible into Reference Property (subject to Section 14.02) and to make certain related changes to the terms of the Notes to the extent expressly required by this Indenture (as determined by the Company in good faith and evidenced by an Officer’s Certificate); or (hk) to conform the provisions of this Indenture or the Notes to the “Description of the Notesnotes” section of the Offering MemorandumMemorandum (as determined by the Company in good faith and evidenced by an Officer’s Certificate). Upon the written request of the Company, and subject to ‎Section 10.05, the Trustee is hereby authorized to to, and shall, join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental indenture that affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. The Trustee shall be entitled to seek an Opinion of Counsel, at the Company’s expense, that any such supplemental indenture is authorized and permitted by the terms of this Indenture and not contrary to law. Any supplemental indenture authorized by the provisions of this Section ‎Section 10.01 may be executed by the Company and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section ‎Section 10.02.

Supplemental Indentures Without Consent of Holders. The Company, when authorized by the resolutions of the Board of Directors, and the Trustee, at the Company’s expense and directionexpense, may from time to time and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes: (a) to cure any ambiguity, omission, defect or inconsistencyevidence a successor to the Company and the assumption by that successor of the Company’s obligations under the Indenture and the Notes in accordance with the provisions of Article 11; (b) to provide add to the covenants of the Company for the assumption by a Successor Company benefit of the Holders or to surrender any right or power conferred upon the Company; (c) to secure the obligations of the Company under this Indenture pursuant to Article 11; (c) in respect of the Notes or to add guarantees with respect to the Notes; (d) to secure evidence and provide the Notesacceptance of the appointment of a successor Trustee under the Indenture; (e) to add to comply with the covenants or Events of Defaults requirements of the Company for the benefit Commission in order to effect or maintain qualification of the Holders indenture under the Trust Indenture Act of 1939, as amended, as contemplated by the Indenture or surrender any right or power conferred upon the Companyotherwise; (f) upon to provide for conversion rights of Holders if any reclassification or change of the occurrence Class A Ordinary Shares or any consolidation, merger or sale of any transaction all or substantially all of the property and assets of the Company occurs or otherwise comply with the provisions of the Indenture in the event described of such a transaction; (g) to adjust the Conversion Rate in Section 14.07(a), to (i) provide that the Notes are convertible into Reference Property, subject to Section 14.02, and (ii) effect the related changes to accordance with the terms of the Notes described under Section 14.07(a), in each case, in accordance with Section 14.07Indenture; (gh) to cure any ambiguity, omission, defect or inconsistency in the Indenture; (i) to conform the provisions of the Indenture to any provision of the “Description of the Notes” section in the Offering Memorandum; or (i) to make any change that does not adversely affect the rights of the Holders in any Holder; or (h) to conform the provisions of this Indenture or the Notes to the “Description of the Notes” section of the Offering Memorandummaterial respect. Upon the written request of the Company, the Trustee is hereby authorized to to, and shall join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained, but except that the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental indenture that affects the Trustee’s own rights, duties duties, liabilities or immunities under this Indenture or otherwise. The Trustee shall be entitled to seek an Opinion of Counsel, at the Company’s expense, that any such supplemental indenture is authorized and permitted by the terms of this Indenture and not contrary to law. Any supplemental indenture authorized by the provisions of this Section 10.01 may be executed by the Company and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 10.02.

Supplemental Indentures Without Consent of Holders. The Company, when authorized by the resolutions of the Board of Directors, and the Trustee, at the Company’s expense and direction, may from time to time and at any time enter into an indenture amend or indentures supplemental hereto supplement this Indenture or the Notes for one or more of the following purposes: (a) to cure any ambiguity, omission, defect or inconsistency; (b) to provide for the assumption by a Successor Company of the obligations of the Company under this Indenture and the Notes pursuant to Article 11; (c) to add guarantees or any credit enhancements of similar nature with respect to the Notes; (d) to secure the Notes; (e) to add to the covenants or Events of Defaults of the Company for the benefit of the Holders or surrender any right or power conferred upon the Company; (f) upon the occurrence of any transaction or event described in Section 14.07(a), to (i) provide that the Notes are convertible into Reference Property, subject to Section 14.02, and (ii) effect the related changes to the terms of the Notes described under Section 14.07(a), in each case, in accordance with Section 14.07; (g) to make any change that does not adversely affect the rights of any Holder; (h) to comply with the rules of the Depositary, including the DTC; (i) to evidence and provide for the acceptance of the appointment of a successor trustee in accordance with this Indenture; or (hj) to conform the provisions of this Indenture or the Notes to the “Description of the Notes” section of the Offering Memorandum. Upon the written request of the Company, the Trustee is hereby authorized to join with the Company in the execution of any such supplemental indentureamendment or supplement to this Indenture or the Notes, to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to, but may in its discretion, enter into any unless such supplemental indenture that affects the Trustee’s and/or any Agent’s (as the case may be) own rights, duties duties, privileges, liabilities 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 supplemental indenture. The Trustee shall be entitled to may seek an Officers’ Certificate and an Opinion of Counsel, at the Company’s expense, that any such supplemental indenture amendment or supplement to this Indenture or the Notes is authorized and permitted by the terms of this Indenture, that all conditions precedent hereto have been satisfied, and that such supplemental Indenture or amendment is the legal, valid and not contrary to lawbinding obligation of the Company, enforceable against the Company in accordance with its terms. Any supplemental indenture amendment or supplement to this Indenture or the Notes authorized by the provisions of this Section 10.01 may be executed by the Company and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 10.02.

Supplemental Indentures Without Consent of Holders. The Company, when authorized by the resolutions of the Board of Directors, Company and the Trustee, at the Company’s expense and directionexpense, may from time to time and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes: (a) to cure any ambiguity, omission, defect or inconsistencyinconsistency in this Indenture or the Notes in a manner that does not, individually or in the aggregate, materially adversely affect the rights of any Holder; (b) to provide for the assumption by a Successor Company of the obligations of the Company under this Indenture and the Notes pursuant to Article 11; (c) to add guarantees with respect to the Notes; (d) to secure the Notes; (e) to add to the covenants or Events of Defaults Default of the Company for the benefit of the Holders or surrender any right or power conferred upon the Company; (f) upon the occurrence of any transaction or event described in Section 14.07(a), to (i) provide that the Notes are convertible into Reference Property, subject to Section 14.02, and (ii) effect the related changes to the terms of the Notes described under Section 14.07(a), in each case, in accordance with Section 14.07; (g) to make any change that does not adversely affect the rights of any Holder; (g) to increase the Conversion Rate as provided in this Indenture; (h) to provide for the acceptance of appointment by a successor trustee pursuant to Section 7.09 or to facilitate the administration of the trusts by more than one trustee; (i) to irrevocably elect a Settlement Method and/or irrevocably elect a minimum Specified Dollar Amount, or to eliminate the Company’s right to elect a Settlement Method; (j) in connection with any Common Stock Change Event, provide that the Notes are convertible into Reference Property, subject to the provisions of Section 13.02, and make such related changes to the terms of the Notes to the extent expressly required by Section 13.07; or (hk) to conform the provisions of this Indenture or the Notes to the “Description of the Notes” section of the Offering Memorandum. Upon the written request of the CompanyCompany and subject to Section 10.05, the Trustee is hereby authorized to to, and shall join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained, but except that the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental indenture that affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. The Trustee shall be entitled to seek an Opinion of Counsel, at the Company’s expense, that any such supplemental indenture is authorized and permitted by the terms of this Indenture and not contrary to law. Any supplemental indenture authorized by the provisions of this Section 10.01 may be executed by the Company and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 10.02. After any such supplemental indenture becomes effective, the Company shall give to the Holders and the Trustee a notice briefly describing such supplemental indenture. However, the failure to give such notice to all the Holders, or any defect in the notice, will not impair or affect the validity of the supplemental indenture.

Supplemental Indentures Without Consent of Holders. The CompanyNotwithstanding Section 10.02 hereof, when authorized by the resolutions of Guarantor, the Board of Directors, Company and the Trustee, at the Guarantor’s and Company’s expense and directionexpense, may from time to time and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes: (a) to cure any ambiguity, omission, defect or inconsistencyinconsistency that does not adversely affect Holders of the Notes; (b) to provide for the assumption by a Successor Company Person of the obligations of the Guarantor or the Company under this Indenture pursuant to Article 11; (c) to add guarantees with respect to the Notes; (d) to secure the Notes; (e) to add to the covenants or Events of Defaults of the Guarantor and/or the Company for the benefit of the Holders or surrender any right or power herein conferred upon the Guarantor and/or Company; (f) upon the occurrence of any transaction or event described in Section 14.07(a), to (i) provide that the Notes are convertible into Reference Property, subject to Section 14.02, and (ii) effect the related changes to the terms of the Notes described under Section 14.07(a), in each case, for a successor trustee in accordance with Section 14.07the terms hereof or to otherwise comply with any requirement hereof; (g) to provide for the issuance of additional Notes, to the extent that the Company deems such amendment or supplement necessary or advisable in connection with such issuance; provided that no such amendment or supplement may impair the rights or interests of any Holder; (h) to increase the Exchange Rate; (i) to add circumstances under which the Company will pay Additional Interest on the Notes; (j) to make any change that does not adversely affect the rights of any Holder; or (hk) to conform the provisions of this Indenture or the Notes to the “Description of the Notesnotes” section of the Offering MemorandumPrivate Placement Circular. Upon the written request of the Company, accompanied by a Board Resolution of each of the Guarantor and the Company authorizing the execution of such supplemental indenture, the Trustee is hereby authorized to join with the Guarantor and the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental indenture that affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. The Trustee shall be entitled to seek an Opinion of Counsel, at the Company’s expense, that any such supplemental indenture is authorized and permitted by the terms of this Indenture and not contrary to law. Any supplemental indenture authorized by the provisions of this Section 10.01 may be executed by the Guarantor, the Company and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 10.02.

Supplemental Indentures Without Consent of Holders. The Without the consent of any Holder, the Company, when authorized by the resolutions of the Board of Directors, and the Trustee, at the Company’s expense and directionexpense, may from time to time and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes: (a) to cure any ambiguity, omission, defect or inconsistency; (b) to provide for the assumption by a Successor Company of the obligations of the Company under this Indenture pursuant to Article 11; (c) to add guarantees with respect to the Notes; (d) to secure the Notes; (e) to add to the covenants or Events of Defaults Default of the Company for the benefit of the Holders or surrender any right or power conferred upon the CompanyCompany under this Indenture; (f) upon the occurrence of any transaction or event described in Section 14.07(a), to (i) provide that the Notes are convertible into Reference Property, subject to Section 14.02, and (ii) effect the related changes to the terms of the Notes described under Section 14.07(a), in each case, in accordance with Section 14.07; (g) to make any change that does not adversely affect the rights of any HolderHolder under this Indenture or the Notes; (g) in connection with any Merger Event, to provide that the Notes are convertible into Reference Property, subject to the provisions of Section 14.02, and make such related changes to the terms of the Notes to the extent expressly required by Section 14.07 (h) to increase the Conversion Rate as provided in this Indenture; (i) to provide for the acceptance of appointment by a successor trustee pursuant to Section 7.09 or to facilitate the administration of the trusts by more than one trustee; (j) to irrevocably elect or eliminate the right to elect a Settlement Method and/or irrevocably elect a minimum Specified Dollar Amount; or (hk) to conform the provisions of this Indenture or the Notes to the “Description of the Notes” section of the Offering Memorandum. Upon the written request of the Company, the Trustee is hereby authorized to to, and shall join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained, but except that the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental indenture that affects the Trustee’s own rights, duties duties, liabilities or immunities under this Indenture or otherwise. The Trustee shall be entitled to seek an Opinion of Counsel, at the Company’s expense, that any such supplemental indenture is authorized and permitted by the terms of this Indenture and not contrary to law. Any supplemental indenture authorized by the provisions of this Section 10.01 may be executed by the Company and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 10.02.

Supplemental Indentures Without Consent of Holders. The Without the consent of any Holders, the Company, when authorized by the resolutions of the a Board of DirectorsResolution, and the Trustee, at the Company’s expense any time and direction, may from time to time and at any time time, may enter into an indenture or indentures supplemental hereto for one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: (ai) to cure any ambiguity, ambiguity or correct any omission, defect or inconsistencyinconsistency contained herein; (bii) to provide for the assumption by a Successor Company successor Corporation of the obligations of the Company under this Indenture pursuant to Article 11contained herein; (ciii) to add guarantees with respect to the NotesSecurities; (div) to secure the NotesSecurities; (ev) to add to the covenants or Events of Defaults of the Company for the benefit of the Holders Holders, or to surrender any right or power herein conferred upon the Company; or (vi) to increase the Conversion Rate as provided in this Indenture; (f) upon the occurrence of any transaction or event described in Section 14.07(a), to (i) provide that the Notes are convertible into Reference Property, subject to Section 14.02, and (ii) effect the related changes to the terms of the Notes described under Section 14.07(a), in each case, in accordance with Section 14.07; (gvii) to make any change that does not adversely affect the rights of any Holder; (viii) to evidence the acceptance or appointment of a successor Person to the Trustee and the assumption of such successor Person of the obligations of the Trustee hereunder; (ix) to provide for the issuance of Additional Securities in accordance with the provisions of Section 3.01 hereof, to the extent that the Company deems such amendment or supplement to be necessary or advisable in connection with such issuance; provided that, no such amendment or supplement may impair the rights or interests of any Holder; or (hx) to conform the provisions of this Indenture or the Notes to the “Description of the Notes” section contained in the final offering memorandum dated May 29, 2013 relating to the Securities, as supplemented by the related pricing term sheet as of the Offering Memorandum. Upon the written request of the Company, such date; provided the Trustee is hereby authorized to join with the Company in the execution of any receives an Officer’s Certificate setting forth such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental indenture that affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. The Trustee shall be entitled to seek an Opinion of Counsel, at the Company’s expense, that any such supplemental indenture is authorized and permitted by the terms of this Indenture and not contrary to law. Any supplemental indenture authorized by the provisions of this Section 10.01 may be executed by the Company and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 10.02conformity.

Supplemental Indentures Without Consent of Holders. The Company, when authorized by the resolutions of the Board of Directors, Directors and the Trustee, at the Company’s expense and directionexpense, may from time to time and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes: (a) to cure any ambiguity, omission, defect or inconsistencyinconsistency that does not adversely affect Holders of the Notes; (b) to provide for the assumption by a Successor Company of the obligations of the Company under this Indenture pursuant to Article 11; (c) to add guarantees with respect to the Notes; (d) to secure the Notes; (e) to add to the covenants or Events of Defaults Default of the Company for the benefit of the Holders or surrender any right or power conferred upon the Company; (f) upon the occurrence of any transaction or event described in Section 14.07(a), to (i) provide that the Notes are convertible into Reference Property, subject to Section 14.02, and (ii) effect the related changes to the terms of the Notes described under Section 14.07(a), in each case, in accordance with Section 14.07; (g) to make any change that does not adversely affect the rights of any Holder; (g) in connection with any Merger Event, provide that the notes are convertible into Reference Property (or, following the Company’s receipt of Stockholder Approval, into Reference Property, cash or a combination thereof, at the Company’s election), subject to the provisions of Section 14.02, and make such related changes to the terms of the Notes to the extent expressly required by Section 14.07; or (h) to conform the provisions of this Indenture or the Notes to the “Description of the Notes” section of the Offering MemorandumMemorandum as evidenced in an Officers’ Certificate. Upon the written request of the Company, the Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental indenture that affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. The Trustee shall be entitled to seek an Opinion of Counsel, at the Company’s expense, that any such supplemental indenture is authorized and permitted by the terms of this Indenture and not contrary to law. Any supplemental indenture authorized by the provisions of this Section 10.01 may be executed by the Company and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 10.02.

Supplemental Indentures Without Consent of Holders. The Company, when authorized by the resolutions of the Board of Directors, Directors and the Trustee, at the Company’s expense and directionexpense, may from time to time and at any time enter into an indenture amend or indentures supplemental hereto supplement this Indenture for one or more of the following purposes: (a) to cure any ambiguity, omission, defect or inconsistency; (b) to provide for the assumption by a Successor Company of the obligations of the Company under this Indenture pursuant to Article 11; (c) to add guarantees with respect to the Notes; (d) to secure the Notes; (e) to add to the covenants or Events of Defaults Default of the Company for the benefit of the Holders or surrender any right or power conferred upon the Company; (f) upon the occurrence of any transaction or event described in Section 14.07(a), to (i) provide that the Notes are convertible into Reference Property, subject to Section 14.02, and (ii) effect the related changes to the terms of the Notes described under Section 14.07(a), in each case, in accordance with Section 14.07; (g) to make any change that does not adversely affect the rights of any Holder; (g) in connection with any Share Exchange Event, to provide that the notes are convertible into Reference Property, subject to the provisions of Section 14.02, and make such related changes to the terms of the Notes to the extent expressly required by Section 14.07; (h) increase the Conversion Rate as provided in this Indenture; (i) provide for the issuance of additional Notes in accordance with Section 2.10; (j) comply with the rules of any applicable securities depositary in a manner that does not adversely affect the rights of any Holder; (k) irrevocably elect or eliminate one of the Settlement Methods and/or irrevocably elect a Specified Dollar Amount; provided, however, that no such election or elimination will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to Section 14.02(a)(iii); or (hl) to conform the provisions of this Indenture or the Notes to the “Description of the Notesnotes” section of the Offering Memorandum. Upon the written request of the Company, the Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental indenture that affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. The Trustee shall be entitled to seek an Opinion of Counsel, at the Company’s expense, that any such supplemental indenture is authorized and permitted by the terms of this Indenture and not contrary to law. Any supplemental indenture authorized by the provisions of this Section 10.01 may be executed by the Company and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 10.02.

Supplemental Indentures Without Consent of Holders. The Without the consent of any Holders, the Company, when authorized by the resolutions a Board Resolution of the Board of DirectorsCompany, and the Trustee, at the Company’s expense any time and direction, may from time to time and at any time time, may enter into an indenture or indentures supplemental hereto for one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: (a1) to cure any ambiguityevidence the succession of another Person to the Company, omission, defect or inconsistency; (b) to provide for and the assumption by a Successor Company any such successor of the obligations covenants of the Company under this Indenture pursuant to Article 11;herein and in the Securities; or (c2) to add guarantees convey, transfer, assign, mortgage or pledge any property to or with respect the Trustee or to surrender any right or power herein conferred upon the Notes;Company; or (d3) to secure establish the Notes;form or terms of Securities as permitted by Section 2.1; or (e4) to add to the covenants or Events of Defaults of the Company for the benefit of the Holders or to surrender any right or power herein conferred upon the Company; (f) upon the occurrence of any transaction or event described in Section 14.07(a), to (i) provide that the Notes are convertible into Reference Property, subject to Section 14.02, and (ii) effect the related changes to the terms of the Notes described under Section 14.07(a), in each case, in accordance with Section 14.07; (g) to make any change that does not adversely affect the rights of any Holder; or (h5) to conform add any additional Events of Default; or (6) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture, provided that such action pursuant to this clause (6) shall not materially adversely affect the interest of the Holders or, for so long as any of the Preferred Securities shall remain outstanding, the holders of such Preferred Securities; or (7) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the Notes administration of the trusts hereunder by more than one Trustee, pursuant to the “Description requirements of Section 6.11(b); or (8) to comply with the requirements of the Notes” section of Commission in order to effect or maintain the Offering Memorandum. Upon the written request of the Company, the Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental indenture that affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. The Trustee shall be entitled to seek an Opinion of Counsel, at the Company’s expense, that any such supplemental indenture is authorized and permitted by the terms qualification of this Indenture and not contrary to law. Any supplemental indenture authorized by under the provisions of this Section 10.01 may be executed by the Company and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 10.02.Trust Indenture Act;

Supplemental Indentures Without Consent of Holders. The Company, when authorized by the resolutions of the Board of Directors, Directors and the Trustee, at the Company’s expense and directionexpense, may from time to time and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes: (a) to cure any ambiguity, omission, defect or inconsistencyinconsistency that does not materially and adversely affect Holders of the Notes; (b) to provide for the assumption by a Successor Company of the obligations of the Company under this the Indenture pursuant to Article 1110; (c) to provide for or confirm the issuance of additional Notes in accordance with the terms of the Indenture; (d) to evidence and provide for the acceptance of appointment under the Indenture by a successor trustee and add to or change any provision of the Indenture to facilitate the administration of the trusts by more than one trustee; (e) to establish the form or terms of additional Notes; (f) to add guarantees with respect to the Notes; (dg) to secure the Notes; (eh) to add to the covenants of the Company or Events of Defaults of the Company Default for the benefit of the Holders or surrender any right or power conferred upon the Company; (f) upon the occurrence of any transaction or event described in Section 14.07(a), to (i) provide that the Notes are convertible into Reference Property, subject to Section 14.02, and (ii) effect the related changes to the terms of the Notes described under Section 14.07(a), in each case, in accordance comply with Section 14.07; (g11.07(a) to or make any change that does not materially and adversely affect the rights of any Holder; (j) to comply with any requirement of the Commission in connection with the qualification of the Indenture under the Trust Indenture Act; or (hk) subject to Section 9.03, to conform the provisions of this the Indenture or the Notes to the “Description of the Notes” section of the Offering MemorandumProspectus Supplement. Upon the written request of the Company, the Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental indenture that affects the Trustee’s own rights, duties or immunities under this the Indenture or otherwise. The Trustee shall be entitled to seek an Opinion of Counsel, at the Company’s expense, that any such supplemental indenture is authorized and permitted by the terms of this Indenture and not contrary to law. Any supplemental indenture authorized by the provisions of this Section 10.01 9.02 may be executed by the Company and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 10.029.03.

Supplemental Indentures Without Consent of Holders. The Company, when authorized by the resolutions of the a Board of DirectorsResolution, and the Trustee, at the Company’s expense and directionexpense, may from time to time and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes: (a) to cure any ambiguity, omission, defect conform the provisions of this Indenture or inconsistencythe Notes to the description thereof in the Offering Memorandum; (b) to evidence the succession by a Successor Entity and to provide for the assumption by a Successor Company Entity of the Company’s or the REIT’S obligations of under the Company under this Indenture pursuant to Article 11and the Notes, as applicable; (c) to add guarantees with respect to the Notes; (d) to secure the Notes; (e) to add to the Company’s or the REIT’s covenants such further covenants, restrictions or Events of Defaults of the Company conditions for the benefit of the Holders (or any other holders) or to surrender any right or power conferred upon the CompanyCompany or the REIT by the Indenture; (f) upon the occurrence of any transaction or event described in Section 14.07(a), to (i) provide that to cure any ambiguity, omission, defect or inconsistency in the Notes are convertible into Reference PropertyIndenture or the Notes, subject including to Section 14.02, and (ii) effect the related changes to eliminate any conflict with the terms of the Notes described under Section 14.07(a)Trust Indenture Act, in each case, in accordance with Section 14.07; or (gii) to make any other change that does not adversely affect the rights of any Holder; orHolder in any material respect; (g) to provide for a successor Trustee; (h) to conform comply with the provisions Applicable Procedures of the Depositary; or (i) to comply with any requirements of the Commission in connection with any qualification of this Indenture or under the Notes to the “Description of the Notes” section of the Offering MemorandumTrust Indenture Act. Upon the written request of the Company, the Trustee is hereby authorized to join with the Company and the REIT in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental indenture that affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. The Trustee shall be entitled to seek an Opinion of Counsel, at the Company’s expense, that any such supplemental indenture is authorized and permitted by the terms of this Indenture and not contrary to law. Any supplemental indenture authorized by the provisions of this Section 10.01 may be executed by the Company Company, the REIT and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 10.02.

Supplemental Indentures Without Consent of Holders. The Company, when authorized by the resolutions of the Board of Directors, Directors and the Trustee, at the Company’s expense and directionwithout notice, may from time to time and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes: (a) to cure or supplement any ambiguity, omission, defect or inconsistency; (b) to provide for the assumption by a Successor Company of the obligations of the Company under this Indenture pursuant to Article 1111 or Section 13.07; (c) to add guarantees with respect to the Notes; (d) to secure the Notes; (e) to add to the covenants of the Company or Events of Defaults of the Company Default for the benefit of the Holders or surrender any right or power conferred upon the Company; (f) upon the occurrence of any transaction or event described in Section 14.07(a), to (i) provide that the Notes are convertible into Reference Property, subject to Section 14.02, and (ii) effect the related changes to the terms of the Notes described under Section 14.07(a), in each case, in accordance with Section 14.07; (g) to make any change that does not adversely affect the rights of any Holder; or; (hg) to conform the provisions of this Indenture or the Notes to the “Description of the Notes” section of the Offering Memorandum; (h) to evidence and provide for the appointment under this Indenture of a successor Trustee; or (i) to make any other change that does not adversely affect the interests of the Holders in any material respect. Upon the written request of the Company, the Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental indenture that affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. The Trustee shall be entitled to seek an Opinion of Counsel, at the Company’s expense, that any such supplemental indenture is authorized and permitted by the terms of this Indenture and not contrary to law. Any supplemental indenture authorized by the provisions of this Section 10.01 may be executed by the Company and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 10.02.

Supplemental Indentures Without Consent of Holders. The Company, when authorized by the resolutions of the Board of Directors, Directors and the Trustee, at the Company’s expense and directionexpense, may from time to time and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes: (a) to cure any ambiguity, mistake, omission, defect or inconsistency; (b) to provide for the assumption by a Successor Company of the obligations of the Company under this Indenture pursuant to Article 11; (c) to add guarantees with respect to the Notes; (d) to secure the Notes; (e) to add to the covenants or Events of Defaults of the Company for the benefit of the Holders or surrender any right or power conferred upon the Company; (f) upon the occurrence of any transaction or event described in Section 14.07(a), to (i) provide that the Notes are convertible into Reference Property, subject to Section 14.02, and (ii) effect the related changes to the terms of the Notes described under Section 14.07(a), in each case, in accordance with Section 14.07; (g) to make any change that does not adversely affect the rights of any Holder; or (hg) to conform the provisions of this Indenture or the Notes to the “Description of the Notesnotes” section of the Offering Memorandum. Upon the written request of the Company, the Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental indenture that affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. The Trustee shall be entitled to seek an Opinion of Counsel, at the Company’s expense, that any such supplemental indenture is authorized and permitted by the terms of this Indenture and not contrary to law. Any supplemental indenture authorized by the provisions of this Section 10.01 may be executed by the Company and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 10.02.

Supplemental Indentures Without Consent of Holders. The Company, when authorized by the resolutions of the Board of Directors, Directors and the Trustee, at the Company’s expense and directionexpense, may from time to time and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes: (a) to cure any ambiguity, omission, defect or inconsistency; (b) to provide for the assumption by a Successor Company of the obligations of the Company under this the Indenture pursuant to Article 11and the Notes; (c) to add guarantees with respect to the Notes; (d) to secure the Notes; (e) to add to the covenants or Events of Defaults of the Company for the benefit of the Holders or surrender any right or power conferred upon the Company; (f) to make any change that does not adversely affect the rights of any Holder; (g) upon the occurrence of any transaction or event described in Section 14.07(a)Share Exchange Event, to solely (i) to provide that the Notes are convertible into Reference Property, subject to Section 14.02, and (ii) effect the related changes to the terms of the Notes described under to the extent expressly required by Section 14.07(a)13.08, in each case, in accordance with Section 14.07; (g) to make any change that does not adversely affect the rights of any Holder13.08; or (h) to conform the provisions of this the Indenture or the Notes to the “Description of the Notes” section of the Offering MemorandumProspectus Supplement. Upon the written request of the Company, the Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental indenture that affects the Trustee’s own rights, duties or immunities under this the Indenture or otherwise. The Trustee shall be entitled to seek an Opinion of Counsel, at the Company’s expense, that any such supplemental indenture is authorized and permitted by the terms of this Indenture and not contrary to law. Any supplemental indenture authorized by the provisions of this Section 10.01 may be executed by the Company and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 10.02.

Supplemental Indentures Without Consent of Holders. The Without the consent of the Holders, the Company, when authorized by the resolutions of the a Board of DirectorsResolution, and the Trustee, at the Company’s expense any time and direction, may from time to time and at any time time, may enter into an indenture or indentures supplemental hereto for one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: (a1) to cure any ambiguity, omission, defect or inconsistency;cause this Indenture to be qualified under the Trust Indenture Act; or (b2) to provide for evidence the succession of another Person to the Company and the assumption by a Successor Company any such successor of the obligations covenants of the Company under this Indenture pursuant to Article 11;herein and in the Securities; or (c) to add guarantees with respect to the Notes; (d) to secure the Notes; (e3) to add to the covenants or Events of Defaults of the Company for the benefit of the Holders or add an additional Event of Default, or to surrender any right or power conferred herein or in the Securities upon the Company;; or (f4) upon to secure the occurrence of any transaction or event described in Section 14.07(a), to (i) provide that the Notes are convertible into Reference Property, subject to Section 14.02, and (ii) effect the related changes to the terms of the Notes described under Section 14.07(a), in each case, in accordance with Section 14.07;Securities; or (g5) to make provision with respect to the conversion rights of Holders pursuant to the requirements of Section 13.11; or (6) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities; or (7) to cure any change ambiguity, to correct or supplement any provision herein or in the Securities which may be defective or inconsistent with any other provision herein or in the Securities, or to make any other provisions with respect to matters or questions arising under this Indenture which shall not be inconsistent with the provisions of this Indenture; provided, that does such action pursuant to this -------- Clause (7) shall not adversely affect the rights of any Holder; or (h) to conform the provisions of this Indenture or the Notes to the “Description interests of the Notes” section of the Offering Memorandum. Upon the written request of the Company, Holders in any material respect and the Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental indenture that affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. The Trustee shall be entitled to seek rely upon an Opinion of Counsel, at the Company’s expense, Counsel to that any such supplemental indenture is authorized and permitted by the terms of this Indenture and not contrary to law. Any supplemental indenture authorized by the provisions of this Section 10.01 may be executed by the Company and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 10.02effect.

Supplemental Indentures Without Consent of Holders. The Company, when authorized by the resolutions of the Board of Directors, Directors and the Trustee, at the Company’s expense and directionexpense, may from time to time and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes: (a) to cure any ambiguity, omission, defect or inconsistency; (b) to provide for the assumption by a Successor Company of the obligations of the Company under this Indenture pursuant to Article 11; (c) to add guarantees with respect to the Notes; (d) to secure the Notes; (e) to add to the covenants or Events of Defaults Default of the Company for the benefit of the Holders or surrender any right or power conferred upon the Company; (f) upon the occurrence of any transaction or event described in Section 14.07(a), to (i) provide that the Notes are convertible into Reference Property, subject to Section 14.02, and (ii) effect the related changes to the terms of the Notes described under Section 14.07(a), in each case, in accordance with Section 14.07; (g) to make any change that does not adversely affect the rights of any Holder; (g) in connection with any Share Exchange Event, to provide that the notes are convertible into Reference Property, subject to the provisions of Section 14.02, and make such related changes to the terms of the Notes to the extent expressly required by Section 14.07; or (h) to conform the provisions of this Indenture or the Notes to the “Description of the Notesnotes” section of the Offering Memorandum. Upon the written request of the Company, the Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental indenture that affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. The Trustee shall be entitled to seek an Opinion of Counsel, at the Company’s expense, that any such supplemental indenture is authorized and permitted by the terms of this Indenture and not contrary to law. Any supplemental indenture authorized by the provisions of this Section 10.01 may be executed by the Company and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 10.02.

Supplemental Indentures Without Consent of Holders. The Company, when authorized by the resolutions of the Board of Directors, Directors and the Trustee, at the Company’s expense and directionexpense, may from time to time and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes: (a) to cure any ambiguity, omission, defect or inconsistencyinconsistency that does not adversely affect Holders of the Notes; (b) to provide for the assumption by a Successor Company of the obligations of the Company under this Indenture pursuant to Article 11; (c) to provide for or confirm the issuance of additional Notes in accordance with the terms hereof; (d) to evidence and provide for the acceptance of appointment hereunder by a successor trustee; (e) to add guarantees with respect to the Notes; (df) to secure the Notes; (eg) to add to the covenants or Events of Defaults of the Company for the benefit of the Holders or surrender any right or power conferred upon the Company; (fh) upon the occurrence of any transaction or event described in to comply with Section 14.07(a), to (i) provide that the Notes are convertible into Reference Property, subject to Section 14.02, and (ii) effect the related changes to the terms of the Notes described under Section 14.07(a), in each case, in accordance with Section 14.07; (g) to or make any change that does not adversely affect the rights of any Holder; or (hi) to conform the provisions of this Indenture or the Notes to the “Description of the Notes” section of the Offering Memorandum. Upon the written request of the Company, the Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental indenture that affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. The Trustee shall be entitled to seek an Opinion of Counsel, at the Company’s expense, that any such supplemental indenture is authorized and permitted by the terms of this Indenture and not contrary to law. Any supplemental indenture authorized by the provisions of this Section 10.01 may be executed by the Company and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 10.02.

Supplemental Indentures Without Consent of Holders. The Company, when authorized by the resolutions of the Board of Directors, Directors and the Trustee, at the Company’s expense and directionexpense, may from time to time and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes: (a) to cure any ambiguity, omission, defect or inconsistencyinconsistency that does not adversely affect Holders of the Notes; (b) to provide for conversion rights of Holders of the Notes and the Company’s repurchase obligations in connection with a Fundamental Change in the event of any reclassification of the Company’s Common Stock, merger or consolidation, or sale, conveyance, transfer or lease of all or substantially all of the Company’s and the Company’s Subsidiaries’ property and assets, taken as a whole; (c) to evidence the succession of a Successor Company, and provide for the assumption by a Successor Company of the obligations of the Company under this Indenture pursuant to Article 11the Holders of the Notes in the event of any merger or consolidation, or sale, conveyance, transfer or lease of all or substantially all of the Company’s and the Company’s Subsidiaries’ property and assets, taken as a whole; (cd) to add guarantees or additional obligors with respect to the Notes; (de) to secure the Notes; (ef) to add to the covenants or Events of Defaults of the Company for the benefit of the Holders or surrender any right or power conferred upon the Company; (f) upon the occurrence of any transaction or event described in Section 14.07(a), to (i) provide that the Notes are convertible into Reference Property, subject to Section 14.02, and (ii) effect the related changes to the terms of the Notes described under Section 14.07(a), in each case, in accordance with Section 14.07; (g) to make any change that does not adversely affect the rights of any Holder; (h) to increase the Conversion Rate in accordance with this Indenture; or (hi) to conform the provisions of this Indenture or the Notes to the “Description of the Notes” section of the Offering Memorandum. Upon the written request of the Company, the Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental indenture that affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. The Trustee shall be entitled to seek an Opinion of Counsel, at the Company’s expense, that any such supplemental indenture is authorized and permitted by the terms of this Indenture and not contrary to law. Any supplemental indenture authorized by the provisions of this Section 10.01 may be executed by the Company and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 10.02.

Supplemental Indentures Without Consent of Holders. The Company, when authorized by the resolutions of the Board of Directors, Directors and the Trustee, at the Company’s expense and directionexpense, may from time to time and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes: (a) to cure any ambiguity, omission, defect or inconsistencyinconsistency that does not adversely affect Holders in any material respect; (b) to provide for the assumption by a Successor Company of the obligations of the Company under this Indenture pursuant to Article 11; (c) to add guarantees with respect to the Notes; (d) to secure the Notes; (e) to add to the covenants or Events of Defaults of the Company for the benefit of the Holders or surrender any right or power conferred upon the Company; (f) upon the occurrence of any transaction or event described in Section 14.07(a), to (i) provide that the Notes are convertible into Reference Property, subject to Section 14.02, and (ii) effect the related changes to the terms of the Notes described under Section 14.07(a), in each case, in accordance with Section 14.07; (g) to make any change that does not adversely affect the rights of any Holder (g) to increase the Conversion Rate as provided in this Indenture (h) to provide for the acceptance of appointment by a successor trustee pursuant to Section 7.09 or to facilitate the administration of the trusts under the Indenture by more than one trustee (i) to issue additional Notes as provided in Section 2.10 (j) to comply with the applicable procedures of the Depositary; or (hk) to conform the provisions of this Indenture or the Notes to the “Description of the Notes” section of the Offering Memorandum. Upon the written request of the Company, the Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental indenture that affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. The Trustee shall be entitled to seek an Opinion of Counsel, at the Company’s expense, that any such supplemental indenture is authorized and permitted by the terms of this Indenture and not contrary to law. Any supplemental indenture authorized by the provisions of this Section 10.01 may be executed by the Company and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 10.02.

Supplemental Indentures Without Consent of Holders. The Company, when authorized by the resolutions of the Board of Directors, Directors and the Trustee, at the Company’s expense and directionexpense, may from time to time and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes: (a) to cure any ambiguity, omission, defect or inconsistency; (b) to provide for the assumption by a Successor Company of the obligations of the Company under this Indenture pursuant to Article 11; (c) to add guarantees with respect to the Notes; (d) to secure the Notes; (e) to add to the covenants or Events of Defaults Default of the Company for the benefit of the Holders or surrender any right or power conferred upon the Company; (f) upon the occurrence of any transaction or event described in Section 14.07(a), to (i) provide that the Notes are convertible into Reference Property, subject to Section 14.02, and (ii) effect the related changes to the terms of the Notes described under Section 14.07(a), in each case, in accordance with Section 14.07; (g) to make any change that does not adversely affect the rights of any Holder; or; (g) in connection with any Share Exchange Event, to provide that the notes are convertible into Reference Property, subject to the provisions of Section 14.02, and make such related changes to the terms of the Notes to the extent expressly required by Section 14.07; (h) to conform the provisions of this Indenture or the Notes to the “Description of the Notes” section of the Offering Memorandum; or (i) to irrevocably elect a Settlement Method or a Specified Dollar Amount, or eliminate the Company’s right to elect a Settlement Method. Upon the written request of the Company, the Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental indenture that affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. The Trustee shall be entitled to seek an Opinion of Counsel, at the Company’s expense, that any such supplemental indenture is authorized and permitted by the terms of this Indenture and not contrary to law. Any supplemental indenture authorized by the provisions of this Section 10.01 may be executed by the Company and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 10.02.

Supplemental Indentures Without Consent of Holders. The Company, when authorized by the resolutions of the Board of Directors, and the Trustee, at the Company’s expense and directionexpense, may from time to time and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes: (a) to cure any ambiguity, or correct any omission, defect or inconsistencyinconsistency in this Indenture, so long as such action will not adversely affect the interests of Holders of the Debentures; provided that any such supplemental indenture made solely to conform the provisions of this Indenture to the Offering Memorandum shall be deemed not to adversely affect the interests of Holders of the Debentures; (b) to provide for the assumption by a Successor Company of the obligations of the Company under this Indenture pursuant to Article 11; (c) to add guarantees with respect to the NotesDebentures; (d) to secure the NotesDebentures; (e) to add to the covenants or Events of Defaults of the Company for the benefit of the Holders or surrender any right or power conferred upon the Company; (f) upon the occurrence of any transaction or event described in Section 14.07(a), to (i) provide that the Notes are convertible into Reference Property, subject to Section 14.02, and (ii) effect the related changes to the terms of the Notes described under Section 14.07(a), in each case, in accordance with Section 14.07; (g) to make any change that does not adversely affect the rights of any Holder; or (hg) fix a Specified Dollar Amount that shall apply to conform all future conversions of Debentures and provide that the provisions of this Indenture or the Notes Company shall be required to the “Description of the Notes” section of the Offering Memorandumsatisfy its Conversion Obligations by paying cash with respect to such Specified Dollar Amount. Upon the written request of the CompanyCompany and subject to Section 10.05, the Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental indenture that affects the Trustee’s own rights, duties duties, immunities or immunities liabilities under this Indenture or otherwise. The Trustee shall be entitled to seek an Opinion of Counsel, at the Company’s expense, that any such supplemental indenture is authorized and permitted by the terms of this Indenture and not contrary to law. Any supplemental indenture authorized by the provisions of this Section 10.01 may be executed by the Company and the Trustee without the consent of the Holders of any of the Notes Debentures at the time outstanding, notwithstanding any of the provisions of Section 10.02.

Supplemental Indentures Without Consent of Holders. The CompanyWithout the consent of any Holder, the Company or any Guarantor, when authorized by the resolutions of the Board of DirectorsResolutions, and the Trustee, at the Company’s expense any time and direction, may from time to time and at any time time, may enter into an indenture or indentures supplemental hereto for one or more indentures supplemental hereto, or may amend, modify or supplement the Mortgage, in form satisfactory to the Trustee, for any of the following purposes: (a1) to cure any ambiguity, omissiondefect, defect or inconsistency, or to make any other provisions with respect to matters or questions arising under this Indenture which shall not be inconsistent with the provisions of this Indenture, provided such action pursuant to this clause (1) shall not adversely affect the interests of any Holder in any respect; (b) to provide for the assumption by a Successor Company of the obligations of the Company under this Indenture pursuant to Article 11; (c) to add guarantees with respect to the Notes; (d) to secure the Notes; (e2) to add to the covenants or Events of Defaults of the Company for the benefit of the Holders Holders, or to surrender any right or power herein conferred upon the Company; (f) upon the occurrence of any transaction Company or event described in Section 14.07(a), to (i) provide that the Notes are convertible into Reference Property, subject to Section 14.02, and (ii) effect the related changes to the terms of the Notes described under Section 14.07(a), in each case, in accordance with Section 14.07; (g) to make any other change that does not adversely affect the rights of any Holders provided, that the Company has delivered to the Trustee an Opinion of Counsel stating that such change does not adversely affect the rights of any Holder; (3) to provide for additional collateral for, or additional Guarantors of the Securities; (4) to provide for uncertificated Securities in addition to or in place of certificated Securities in compliance with this Indenture; (5) to evidence the succession of another person to the Company, and the assumption by any such successor of the obligations of the Company, herein and in the Securities in accordance with Article VI; or (h6) to conform comply with the provisions of this Indenture TIA. Any such amendment or the Notes supplement may be limited in application to the “Description Securities (other than in respect of the Notes” section Amended Original Guaranty) or to the Securities (only in respect of the Offering Memorandum. Upon the written request of the Company, the Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental indenture that affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. The Trustee shall be entitled to seek an Opinion of Counsel, at the Company’s expense, that any such supplemental indenture is authorized and permitted by the terms of this Indenture and not contrary to law. Any supplemental indenture authorized by the provisions of this Section 10.01 may be executed by the Company and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 10.02Amended Original Guaranty).

Supplemental Indentures Without Consent of Holders. The CompanyWithout the consent of any Holders, the Company and the Guarantors, when authorized by the resolutions of the respective Board of DirectorsResolutions, and the Trustee, at the Company’s expense any time and direction, may from time to time and at any time time, may enter into an indenture or indentures supplemental hereto for one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: (a1) to cure any ambiguity, omission, defect or inconsistency; (b) evidence the succession of another Person to provide for the Company and the assumption by a Successor Company any such successor of the obligations covenants of the Company under this Indenture pursuant to Article 11;herein and in the Securities; or (c2) to add guarantees with respect evidence the succession of another Person to any Guarantor and the Notes;assumption by any such successor of the covenants of such Guarantor herein and in the Guarantees; or (d) to secure the Notes; (e3) to add to the covenants or Events of Defaults of the Company or the Guarantors for the benefit of the Holders Holders, or to surrender any right or power herein conferred upon the Company;Company or any Guarantor; or (f4) upon to secure the occurrence of any transaction or event described in Section 14.07(a), to (i) provide that the Notes are convertible into Reference Property, subject to Section 14.02, and (ii) effect the related changes Securities pursuant to the terms requirements of Section 912 or otherwise; or (5) to comply with any requirements of the Notes described Commission in order to effect and maintain the qualification of this Indenture under Section 14.07(a), in each case, in accordance with Section 14.07;the Trust Indenture Act; or (g6) to cure any ambiguity; or (7) to make any other change that does not adversely affect the rights of any Holder; or (h) 8) to conform reflect the release of a Guarantor from its obligations with respect to its Guarantee in accordance with the provisions of this Indenture or the Notes Section 1103 and to add a Guarantor pursuant to the “Description requirements of the Notes” section of the Offering MemorandumSection 1107. Upon the written request of the CompanyAfter an amendment by supplemental indenture under this Section, the Trustee is hereby authorized Company will mail to join with the Company in Holders a notice describing the execution amendment; provided, that, the failure to mail such notice will not affect the validity of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental indenture that affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. The Trustee shall be entitled to seek an Opinion of Counsel, at the Company’s expense, that any such supplemental indenture is authorized and permitted by the terms of this Indenture and not contrary to law. Any supplemental indenture authorized by the provisions of this Section 10.01 may be executed by the Company and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 10.02.

Supplemental Indentures Without Consent of Holders. The Company, when authorized by the resolutions of the Board of Directors, Directors and the Trustee, at the Company’s expense and directionexpense, may from time to time and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes: (a) to cure any ambiguity, omission, defect or inconsistencyinconsistency in the Indenture, including to eliminate any conflict with the terms of the Trust Indenture Act; (b) to provide for the assumption by a Successor Company of the obligations of the Company under this the Indenture and the Notes pursuant to Article 1111 hereof; (c) to add guarantees with respect to the Notes; (d) to secure the Notes; (e) to add to the covenants or Events of Defaults Default of the Company for the benefit of the Holders or surrender any right or power conferred upon the Company; (f) upon the occurrence of any transaction or event described in Section 14.07(a), to (i) provide that the Notes are convertible into Reference Property, subject to Section 14.02, and (ii) effect the related changes to the terms of the Notes described under Section 14.07(a), in each case, in accordance with Section 14.07; (g) to make any change that does not adversely affect the rights of any Holder; (g) in connection with any Share Exchange Event, provide that the Notes are convertible into Reference Property, subject to the provisions of Section 14.02, and make such related changes to the terms of the Notes to the extent expressly required by Section 14.07; (h) to comply with any requirement of the Commission in connection with the qualification of the Indenture under the Trust Indenture Act; or (hi) to conform the provisions of this the Indenture or the Notes to the “Description of the Notes” section of the Offering MemorandumProspectus Supplement. Upon the written request of the Company, the Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental indenture that affects the Trustee’s own rights, duties or immunities under this the Indenture or otherwise. The Trustee shall be entitled to seek an Opinion of Counsel, at the Company’s expense, that any such supplemental indenture is authorized and permitted by the terms of this Indenture and not contrary to law. Any supplemental indenture authorized by the provisions of this Section 10.01 10.02 may be executed by the Company and the Trustee without the consent of the Holders of any of the Notes at the time outstandingOutstanding, notwithstanding any of the provisions of Section 10.0210.03.

Supplemental Indentures Without Consent of Holders. The Company, when authorized by the resolutions of the a Board of DirectorsResolution, and the Trustee, at the Company’s expense and directionexpense, may from time to time and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes: (a) to cure any ambiguity, omission, defect or inconsistencyinconsistency that does not adversely affect Holders of the Notes; (b) to provide for the assumption by a Successor Company Corporation of the obligations of the Company under this Indenture pursuant to Article 1110; (c) to add guarantees with respect to the Notes; (d) to secure the Notes; (e) to add to the covenants or Events of Defaults of the Company for the benefit of the Holders or surrender any right rights or power conferred upon powers of the Company; (f) upon the occurrence of any transaction or event described in Section 14.07(a), to (i) provide that the Notes are convertible into Reference Property, subject to Section 14.02, and (ii) effect the related changes to the terms of the Notes described under Section 14.07(a), in each case, in accordance with Section 14.07; (g) to make any change that does not adversely affect the rights of any Holder; (g) to provide for a successor trustee with respect to the Notes; or (h) to conform the provisions of this Indenture or the Notes to the “Description of the Notes” section of in the Offering Memorandumpreliminary offering memorandum for the Notes dated April 14, 2011, as supplemented by the related pricing term sheet. Upon the written request of the Company, accompanied by a Board Resolution authorizing the execution of such supplemental indenture, the Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental indenture that affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. The Trustee shall be entitled to seek an Opinion of Counsel, at the Company’s expense, that any such supplemental indenture is authorized and permitted by the terms of this Indenture and not contrary to law. Any supplemental indenture authorized by the provisions of this Section 10.01 9.01 may be executed by the Company and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 10.02.

Supplemental Indentures Without Consent of Holders. The Without the consent of any Holders, the Company, when authorized by the resolutions of the a Board of DirectorsResolution, and the Trustee, at the Company’s expense any time and direction, may from time to time and at any time time, may enter into an indenture or indentures supplemental hereto for one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: (ai) to cure any ambiguity, ambiguity or correct any omission, defect or inconsistencyinconsistency contained herein, so long as such action will not adversely affect the interest of the Holders; (bii) to provide for the assumption by a Successor Company successor corporation, partnership, trust or limited liability company of the obligations of the Company under this Indenture pursuant to Article 11contained herein; (ciii) to provide for uncertificated Securities in addition to or in place of certificated Securities; provided that the Company receives an opinion of nationally recognized tax counsel that such uncertificated Securities are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Securities are described in Section 163(f)(2)(B) of the Code; (iv) to add guarantees with respect to the NotesSecurities; (dv) to secure the NotesSecurities; (evi) to add to the covenants or Events of Defaults of the Company for the benefit of the Holders Holders, or to surrender any right or power herein conferred upon the Company; (f) upon the occurrence of any transaction or event described in Section 14.07(a), to (i) provide that the Notes are convertible into Reference Property, subject to Section 14.02, and (ii) effect the related changes to the terms of the Notes described under Section 14.07(a), in each case, in accordance with Section 14.07; (gvii) to make add or modify any change that other provision herein with respect to matters or questions arising hereunder which the Company and the Trustee may deem necessary or desirable and which does not materially and adversely affect the rights of any Holder; or; (hviii) to conform modify, eliminate or add to the provisions of this Indenture or the Notes to the “Description of the Notes” section of the Offering Memorandum. Upon the written request of the Company, the Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental indenture that affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. The Trustee extent as shall be entitled necessary to seek an Opinion of Counsel, at effect the Company’s expense, that any such supplemental indenture is authorized and permitted by the terms qualifications of this Indenture and not contrary to law. Any supplemental indenture authorized by under the provisions of this Section 10.01 may be executed by the Company and the Trustee without the consent of the Holders of Trust Indenture Act, or under any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 10.02.similar federal statute hereafter enacted; or

Supplemental Indentures Without Consent of Holders. The Company, when authorized by the resolutions of the Board of Directors, Company and the Trustee, at the Company’s expense and directionexpense, may from time to time and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes: (a) to cure any ambiguity, mistake, omission, defect or inconsistency; (b) to provide for the assumption by a Successor Company Entity of the obligations of the Company under this Indenture pursuant to Article 11; (c) to add guarantees with respect to the Notes; (d) to secure the Notes; (e) to add to the covenants or Events of Defaults Default of the Company for the benefit of the Holders or surrender any right or power conferred upon the Company; (f) upon the occurrence of any transaction or event described in Section 14.07(a), to (i) provide that the Notes are convertible into Reference Property, subject to Section 14.02, and (ii) effect the related changes to the terms of the Notes described under Section 14.07(a), in each case, in accordance with Section 14.07; (g) to make any change that does not adversely affect the rights of any Holder; orHolder under this Indenture; (g) in connection with any Merger Event, to provide that the Notes are convertible into Reference Property, subject to the provisions of Section 14.02, and make such related changes to the terms of the Notes to the extent expressly required by Section 14.07; (h) to conform comply with the provisions rules of any applicable Depositary, including The Depository Trust Company, so long as such amendment does not adversely affect the rights of any Holder; (i) to increase the Conversion Rate in the manner provided herein; (j) to irrevocably elect a Settlement Method or a specified dollar amount; (k) to provide for the issuance of Additional Notes in accordance with this Indenture or the Notes Indenture; or (l) to appoint a successor trustee with respect to the “Description of the Notes” section of the Offering Memorandum. Upon the written request of the Company, the Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental indenture that affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. The Trustee shall be entitled to seek an Opinion of Counsel, at the Company’s expense, that any such supplemental indenture is authorized and permitted by the terms of this Indenture and not contrary to law. Any supplemental indenture authorized by the provisions of this Section 10.01 may be executed by the Company and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 10.02.

Supplemental Indentures Without Consent of Holders. The Company, when authorized by the resolutions of the Board of Directors, Directors and the Trustee, at the Company’s expense and directionexpense, may from time to time and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes: (a) to cure any ambiguity, omission, defect or inconsistency; (b) to provide for the assumption by a Successor Company of the obligations of the Company under this Indenture pursuant to Article 11; (c) to add guarantees with respect to the Notes; (d) to secure the Notes; (e) to add to the covenants or Events of Defaults of the Company for the benefit of the Holders or surrender any right or power conferred upon the Company; (f) upon the occurrence of any transaction or event described in Section 14.07(a), to (i) provide that the Notes are convertible into Reference Property, subject to Section 14.02, and (ii) effect the related changes to the terms of the Notes described under Section 14.07(a), in each case, in accordance with Section 14.07; (g) to make any change that does not adversely affect the rights of any Holder (g) to increase the Conversion Rate as provided in this Indenture (h) to provide for the acceptance of appointment by a successor trustee pursuant to Section 7.09 or to facilitate the administration of the trusts by more than one trustee (i) to irrevocably elect or eliminate a Settlement Method and/or irrevocably elect a minimum Specified Dollar Amount; or (hj) to conform the provisions of this Indenture or the Notes to the “Description of the Notes” section of the Offering MemorandumMemorandum as set forth in an Officer’s Certificate. Upon the written request of the Company, the Trustee is hereby authorized to to, and shall join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained, but except that the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental indenture that affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. The Trustee shall be entitled to seek an Opinion of Counsel, at the Company’s expense, that any such supplemental indenture is authorized and permitted by the terms of this Indenture and not contrary to law. Any supplemental indenture authorized by the provisions of this Section 10.01 may be executed by the Company and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 10.02.

Supplemental Indentures Without Consent of Holders. The Without the consent of any Holders, the Company, when authorized by a Board Resolution, the resolutions of Subsidiary Guarantors and the Board of DirectorsTrustee upon Company Request, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, at the Company’s expense and direction, may from time to time and at for any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes: (a) to cure evidence the succession of another Person to the Company and the assumption by any ambiguity, omission, defect or inconsistencysuch successor of the covenants of the Company contained herein and in the Securities or; (b) to provide for the assumption by a Successor Company of the obligations of the Company under this Indenture pursuant to Article 11; (c) to add guarantees with respect to the Notes; (d) to secure the Notes; (e) to add to the covenants or Events of Defaults of the Company for the benefit of the Holders or to surrender any right or power herein conferred upon the Company;; or (c) to comply with any requirement of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; or (d) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee pursuant to the requirements of Sections 6.9 and 6.10; or (e) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture provided that such action shall not adversely affect the interests of the Holders in any material respect; or (f) upon to secure the occurrence of any transaction or event described in Section 14.07(a), to (i) provide that the Notes are convertible into Reference Property, subject to Section 14.02, and (ii) effect the related changes Securities pursuant to the terms requirements of the Notes described under Section 14.07(a), in each case, in accordance with Section 14.0710.13 or otherwise; (g) to make any change that does not adversely affect the rights provide for uncertificated Securities in addition to or in place of any Holdercertificated Securities; or (h) to conform reflect the provisions release of this Indenture any Subsidiary Guarantor from its Subsidiary Guarantee pursuant to Section 13.4 or the Notes to the “Description add as a Subsidiary Guarantor any Subsidiary of the Notes” section of Company pursuant to Section 13.5 in the Offering Memorandummanner provided by this Indenture. Upon the written request of the CompanyAfter an amendment under this Section becomes effective, the Trustee is hereby authorized Company shall mail to join with the Company in the execution Holders of Securities a notice briefly describing such amendment. The failure to give such notice to all Holders of Securities, or any such supplemental indenturedefect therein, to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental indenture that affects impair or affect the Trustee’s own rights, duties or immunities validity of an amendment under this Indenture or otherwise. The Trustee shall be entitled to seek an Opinion of Counsel, at the Company’s expense, that any such supplemental indenture is authorized and permitted by the terms of this Indenture and not contrary to law. Any supplemental indenture authorized by the provisions of this Section 10.01 may be executed by the Company and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 10.02Section.

Supplemental Indentures Without Consent of Holders. The Without the consent of any Holders, the Company, when authorized by the resolutions of the a Board of DirectorsResolution, and the Trustee, at the Company’s expense any time and direction, may from time to time and at any time time, may enter into an indenture or indentures supplemental hereto for one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: (a) i. to cure any ambiguity, omission, defect or inconsistency;cause this Indenture to be qualified under the Trust Indenture Act; or (b) ii. to provide for evidence the succession of another Person to the Company and the assumption by a Successor Company any such successor of the obligations covenants of the Company under this Indenture pursuant to Article 11;herein and in the Securities; or (c) to add guarantees with respect to the Notes; (d) to secure the Notes; (e) iii. to add to the covenants or Events of Defaults of the Company for the benefit of the Holders or an additional Event of Default, or to surrender any right or power conferred herein or in the Securities upon the Company;; or (f) upon iv. to provide collateral for or guarantors of Securities; or v. to make provision with respect to the occurrence conversion rights of Holders pursuant to the requirements of Article XIII; or vi. to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities; or vii. to cure any transaction ambiguity or event described in Section 14.07(a)omission, to (i) provide that correct or supplement any provision herein or in the Notes are convertible into Reference PropertySecurities which may be defective or inconsistent with any other provision herein or in the Securities, subject to Section 14.02, and (ii) effect the related changes to the terms of the Notes described under Section 14.07(a), in each case, in accordance with Section 14.07; (g) or to make any change other provisions with respect to matters or questions arising under this Indenture which shall not be inconsistent with the provisions of this Indenture; provided, that does such action pursuant to this Clause (7) shall not adversely affect the rights of any Holder; or (h) to conform the provisions of this Indenture or the Notes to the “Description interests of the Notes” section of the Offering Memorandum. Upon the written request of the Company, Holders in any material respect and the Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental indenture that affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. The Trustee shall be entitled to seek rely upon an Opinion of Counsel, at the Company’s expense, Counsel to that any such supplemental indenture is authorized and permitted by the terms of this Indenture and not contrary to law. Any supplemental indenture authorized by the provisions of this Section 10.01 may be executed by the Company and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 10.02effect.

Supplemental Indentures Without Consent of Holders. The Company, when authorized by the resolutions of the Board of Directors, Directors and the Trustee, at the Company’s expense and directionexpense, may from time to time and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes: (a) to cure any ambiguity, omission, defect or inconsistency; (b) to provide for the assumption by a Successor Company of the obligations of the Company under this Indenture Indenture, and to provide for the equity voting and other rights provided for in Article 13 pursuant to Article 11; (c) to add guarantees with respect to the Notes; (d) to secure the Notes; (e) to add to the covenants or Events of Defaults Default of the Company for the benefit of the Holders or surrender any right or power conferred upon the Company; (f) upon the occurrence of in connection with any transaction or event described in Section 14.07(a)Share Exchange Event, to (i) provide that the Notes are convertible into Reference Property, subject to the provisions of Section 14.02, and (ii) effect the make such related changes to the terms of the Notes described under Section 14.07(a), in each case, in accordance with to the extent expressly required by Section 14.07; (g) to make comply with the rules of any change that applicable securities depositary, including the Depositary, so long as such amendment does not adversely affect the rights of any Holder; or; (h) to conform make any amendment to the provisions of this Indenture or the Notes relating to the “Description transfer and legending of Notes as permitted by this Indenture, including, without limitation to facilitate the issuance and administration of the Notes” section ; provided, however, that such amendment does not adversely affect the rights of Holders; (i) to appoint a successor trustee, paying agent, conversion agent or registrar with respect to the Offering MemorandumNotes; or (j) to issue PIK Notes. Upon the written request of the Company, the Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental indenture that affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. The Trustee shall be entitled to seek an Opinion of Counsel, at the Company’s expense, that any such supplemental indenture is authorized and permitted by the terms of this Indenture and not contrary to law. Any supplemental indenture authorized by the provisions of this Section 10.01 may be executed by the Company and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 10.02.

Supplemental Indentures Without Consent of Holders. The Company, when authorized by the resolutions of the Board of Directors, and the Trustee, at the Company’s expense and direction, may from time to time and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes: (a) to cure any ambiguity, omission, defect or inconsistency; (b) to provide for the assumption by a Successor Company of the obligations of the Company under this Indenture pursuant to Article 11; (c) to add guarantees with respect to the Notes; (d) to secure the Notes; (e) to add to the covenants or Events of Defaults of the Company for the benefit of the Holders or surrender any right or power conferred upon the Company; (f) upon the occurrence of any transaction or event described in Section 14.07(a), to (i) provide that the Notes are convertible into Reference Property, subject to Section 14.02, and (ii) effect the related changes to the terms of the Notes described under Section 14.07(a), in each case, in accordance with Section 14.07;; or (g) to make any change that does not adversely affect the rights of any Holder; or (h) to conform the provisions of this Indenture or the Notes to the “Description of the Notes” section of the Offering Memorandum. Upon the written request of the Company, the Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental indenture that affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. The Trustee shall be entitled to seek an Opinion of Counsel, at the Company’s expense, that any such supplemental indenture is authorized and permitted by the terms of this Indenture and not contrary to law. Any supplemental indenture authorized by the provisions of this Section 10.01 may be executed by the Company and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 10.02.

Supplemental Indentures Without Consent of Holders. The Company, when authorized by the resolutions of the Board of Directors, and the Trustee, at the Company’s expense and direction, may from time to time and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes: (a) to cure any ambiguity, omission, defect or inconsistencyinconsistency that does not adversely affect Holders of the Notes; (b) to provide for the assumption by a Successor Company of the obligations of the Company under this Indenture pursuant to Article 11; (c) to add guarantees with respect to the Notes; (d) to secure the Notes; (e) to add to the covenants or Events of Defaults of the Company for the benefit of the Holders or surrender any right or power conferred upon the Company; (f) upon the occurrence of any transaction or event described in Section 14.07(a), to (i) provide that the Notes are convertible into Reference Property, subject to Section 14.02, and (ii) effect the related changes to the terms of the Notes described under Section 14.07(a), in each case, in accordance with Section 14.07; (g) to make any change that does not adversely affect the rights of any Holder; or (h) to conform the provisions of this Indenture or the Notes to the “Description of the Notes” section of the Offering Memorandum. Upon the written request of the Company, the Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental indenture that affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. The Trustee shall be entitled to seek an Opinion of Counsel, at the Company’s expense, that any such supplemental indenture is authorized and permitted by the terms of this Indenture and not contrary to law. Any supplemental indenture authorized by the provisions of this Section 10.01 may be executed by the Company and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 10.02.

Supplemental Indentures Without Consent of Holders. The CompanyWithout the consent of any Holders, the Company and the Guarantor, when authorized by the resolutions of the or pursuant to one or more Board of DirectorsResolutions, and the Trustee, at the Company’s expense any time and direction, may from time to time and at any time time, may enter into an indenture or indentures supplemental hereto for one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: (a1) to cure any ambiguity, omission, defect evidence the succession of another Person to the Company or inconsistency; (b) to provide for the Guarantor and the assumption by a Successor Company any such successor of the obligations covenants of the Company under this Indenture pursuant to Article 11;or the Guarantor herein and in the Notes; or (c2) to add to the covenants of the Company or the Guarantor for the benefit of the Holders of all Notes or to surrender any right or power herein conferred upon the Company or the Guarantor; or (3) to make any amendment to the provisions of the Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation, to facilitate the issuance and administration of Notes; provided, however, that (i) compliance with the Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer Notes, as set forth in an Officers’ Certificate; or (4) to add to, change or eliminate any of the provisions of this Indenture; provided, however, that any such addition, change or elimination shall not adversely affect the rights of the Holders of Outstanding Notes in any material respect, as set forth in an Officers’ Certificate; or (5) to secure the Notes and/or the Guarantee; or (6) to add additional guarantees with respect to the Notes;; or (d7) to secure establish the form or terms of or provide for the issuance of Additional Notes; (e8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee, pursuant to the requirements of Section 6.09(b); or (9) to add cure any ambiguity or defect in and to the covenants correct or Events of Defaults of the Company for the benefit of the Holders supplement any provision in this Indenture that may be inconsistent with any other provision in this Indenture, or surrender any right or power conferred upon the Company; (f) upon the occurrence of any transaction or event described in Section 14.07(a), to (i) provide that the Notes are convertible into Reference Property, subject to Section 14.02, and (ii) effect the related changes to the terms of the Notes described under Section 14.07(a), in each case, in accordance with Section 14.07; (g) to make any change other provisions with respect to matters or questions arising under this Indenture; provided, however, that does any such action pursuant to this clause (9) shall not adversely affect the rights of the Holders of Outstanding Notes in any Holdermaterial respect, as set forth in an Officers’ Certificate; or (h10) to conform modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect qualification of this Indenture under the Trust Indenture Act, or under any similar federal statute hereafter enacted, and to add to this Indenture such other provisions as may be expressly permitted by the Trust Indenture Act; (11) to conform the text of the Indenture, the Notes or the Notes Guarantees thereof to any provision of the “Description of the Notes” section of the Offering Memorandum. Upon the written request of the Company, the Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, offering memorandum pursuant to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental indenture that affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. The Trustee shall be entitled to seek an Opinion of Counsel, at the Company’s expense, that any such supplemental indenture is authorized and permitted by the terms of this Indenture and not contrary to law. Any supplemental indenture authorized by the provisions of this Section 10.01 may be executed by the Company and the Trustee without the consent of the Holders of any of which the Notes at were originally issued, as set forth in an Officers’ Certificate; or (12) to amend or supplement the time outstandingrestrictions on and procedures for resale, notwithstanding attempted resale and other transfers of Notes (whether or not Outstanding) to reflect any change in applicable law or regulation (or interpretation thereof) or in practices relating to the resale or transfer of the provisions of Section 10.02restricted securities generally.