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

Supplemental Indentures Without Consent of Noteholders. (a) The Company, when authorized by Board Resolution, and the Trustee 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: (1) to make such provision in regard to matters or questions arising under this Indenture as may be necessary or desirable, and not inconsistent with this Indenture or prejudicial to the interests of the Holders in any material respect, for the purpose of supplying any omission, curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provision; (2) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Note outstanding created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision or such change or elimination is applicable only to Notes issued after the effective date of such change or elimination; (3) to establish the form of Notes of any series as permitted by Section 2.01 hereof or to establish or reflect any terms of any Note of any series determined pursuant to Section 2.05 hereof; (4) to evidence the succession of another corporation to the Company as permitted hereunder, and the assumption by any such successor of the covenants of the Company herein and in the Notes; (5) to grant to or confer upon the Trustee for the benefit of the Holders any additional rights, remedies, powers or authority; (6) to permit the Trustee to comply with any duties imposed upon it by law; (7) to specify further the duties and responsibilities of, and to define further the relationships among, the Trustee, any Authenticating Agent and any paying agent, and to evidence the succession of a successor Trustee as permitted hereunder; (8) to add to the covenants of the Company for the benefit of the Holders of one or more series of Notes, to add to the security for all of the Notes, to surrender a right or power conferred on the Company herein or to add any Event of Default with respect to one or more series of Notes; and (9) to make any other change that is not prejudicial to the Holders. (b) 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 which may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. (c) Any supplemental indenture authorized by this Section 13.01 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 13.02 hereof.

Supplemental Indentures Without Consent of Noteholders. (a) The Company, when authorized by the resolutions of the Board Resolutionof Directors, and the Trustee 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: (1a) to make provision with respect to the conversion rights of the holders of Notes pursuant to the requirements of Section 15.6; (b) subject to Article 4, to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Notes, any property or assets; (c) to evidence the succession of another corporation to the Company, or successive successions, and the assumption by the successor corporation of the covenants, agreements and obligations of the Company pursuant to Article 12; (d) to add to the covenants of the Company such further covenants, restrictions or conditions for the benefit of the holders of Notes, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions or conditions a default or an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; PROVIDED, HOWEVER, that in respect of any such additional covenant, restriction or condition such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default; (e) to provide for the issuance under this Indenture of Notes in coupon form (including Notes registrable as to principal only) and to provide for exchangeability of such Notes with the Notes issued hereunder in fully registered form and to make all appropriate changes for such purpose; (f) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture as may be necessary or desirable, and which shall not inconsistent with this Indenture or prejudicial to materially adversely affect the interests of the Holders in any material respect, for the purpose holders of supplying any omission, curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provision; (2) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Note outstanding created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision or such change or elimination is applicable only to Notes issued after the effective date of such change or elimination; (3) to establish the form of Notes of any series as permitted by Section 2.01 hereof or to establish or reflect any terms of any Note of any series determined pursuant to Section 2.05 hereof; (4) to evidence the succession of another corporation to the Company as permitted hereunder, and the assumption by any such successor of the covenants of the Company herein and in the Notes; (5g) to grant to or confer upon the Trustee evidence and provide for the benefit acceptance of the Holders any additional rights, remedies, powers or authority; (6) to permit the Trustee to comply with any duties imposed upon it appointment hereunder by law; (7) to specify further the duties and responsibilities of, and to define further the relationships among, the Trustee, any Authenticating Agent and any paying agent, and to evidence the succession of a successor Trustee as permitted hereunder;with respect to the Notes; or (8) h) to modify, eliminate or add to the covenants provisions of this Indenture to such extent as shall be necessary to effect the Company for qualifications of this Indenture under the benefit of the Holders of one Trust Indenture Act, or more series of Notes, to add to the security for all of the Notes, to surrender a right or power conferred on the Company herein or to add under any Event of Default with respect to one or more series of Notes; and (9) to make any other change that is not prejudicial to the Holders. (b) similar federal statute hereafter enacted. 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 which may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to to, but may in its discretion, enter into any such supplemental indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. (c) . Any supplemental indenture authorized by the provisions of this Section 13.01 11.1 may be executed by the Company and the Trustee without the consent of the Holders holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 13.02 hereof11.2.

Supplemental Indentures Without Consent of Noteholders. (a) The CompanyIssuer, when authorized by the resolutions of the Board Resolutionof Directors, and the Trustee may Trustees may, from time to time time, and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes: (1a) to evidence the succession of another Person to the Issuer, or successive successions, and the assumption by the successor Person of the covenants, agreements and obligations of the Issuer pursuant to Article 12; (b) to add to the covenants of the Issuer such further covenants, restrictions or conditions as the Board of Directors and the Trustees shall consider to be for the benefit of the holders of Notes, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions or conditions a default or an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided that in respect of any such additional covenant, restriction or condition, such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustees upon such default; (c) to provide for the issuance under this Indenture of Notes in coupon form (including Notes registrable as to principal only) and to provide for exchangeability of such Notes with the Notes issued hereunder in fully registered form and to make all appropriate changes for such purpose; (d) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture that may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such provision other provisions in regard to matters or questions arising under this Indenture as may be necessary or desirable, and that shall not inconsistent with this Indenture or prejudicial to materially adversely affect the interests of the Holders in any material respect, for the purpose holders of supplying any omission, curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provision; (2) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Note outstanding created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision or such change or elimination is applicable only to Notes issued after the effective date of such change or elimination; (3) to establish the form of Notes of any series as permitted by Section 2.01 hereof or to establish or reflect any terms of any Note of any series determined pursuant to Section 2.05 hereof; (4) to evidence the succession of another corporation to the Company as permitted hereunder, and the assumption by any such successor of the covenants of the Company herein and in the Notes; (5e) to grant to or confer upon the Trustee evidence and provide for the benefit acceptance of appointment hereunder by a successor trustee with respect to the Holders any additional rights, remedies, powers or authorityNotes; (6f) to permit the Trustee to comply with any duties imposed upon it by law; (7) to specify further the duties and responsibilities ofmodify, and to define further the relationships among, the Trustee, any Authenticating Agent and any paying agent, and to evidence the succession of a successor Trustee as permitted hereunder; (8) to eliminate or add to the covenants provisions of this Indenture to such extent as shall be necessary to effect the Company for qualifications of this Indenture under the benefit of Trust Indenture Act, or under any similar federal statute hereafter enacted or the Holders of one or more series of Notes, to add to the security for all of the Notes, to surrender a right or power conferred on the Company herein or to add any Event of Default with respect to one or more series of NotesSecurities Law; andor (9g) to make any other change that is does not prejudicial to adversely affect any right of the Holders. (b) The Trustee is holders of Notes under this Indenture. Upon the written request of the Issuer, accompanied by a copy of the resolutions of the Board of Directors certified by its Secretary or Assistant Secretary authorizing the execution of any supplemental indenture, the Trustees are hereby authorized to join with the Company Issuer in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which that may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee Trustees shall not be obligated to to, but may in its discretion, enter into any such supplemental indenture which that affects the Trustee's Trustees’ own rights, duties or immunities under this Indenture or otherwise. (c) . Any supplemental indenture authorized by the provisions of this Section 13.01 11.01 may be executed by the Company Issuer and the Trustee Trustees without the consent of the Holders holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 13.02 hereof11.02 provided, the Trustee and the Co-Trustee shall have received an opinion of counsel stating that such supplemental indenture does not adversely affect any rights of the Noteholders.

Supplemental Indentures Without Consent of Noteholders. (a) The Company, when authorized by Board Resolution, and the Trustee 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: (1) to make such provision in regard to matters or questions arising under this Indenture as may be necessary or desirable, and not inconsistent with this Indenture or prejudicial to the interests of the Holders in any material respect, for the purpose of supplying any omission, curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provision; (2) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Note outstanding Outstanding created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision or such change or elimination is applicable only to Notes issued after the effective date of such change or elimination; (3) to establish the form of Notes of any series as permitted by Section 2.01 hereof or to establish or reflect any terms of any Note of any series determined pursuant to Section 2.05 hereof; (4) to evidence the succession of another corporation to the Company as permitted hereunder▇▇▇▇▇▇▇▇▇, and the assumption by any such successor of the covenants of the Company herein and in the Notes; (5) to grant to or confer upon the Trustee for the benefit of the Holders any additional rights, remedies, powers or authority; (6) to permit the Trustee to comply with any duties imposed upon it by law; (7) to specify further the duties and responsibilities of, and to define further the relationships among, the Trustee, any Authenticating Agent Agent, and any paying agent and any other agent, and to evidence and provide for the succession acceptance of appointment hereunder by a successor Trustee with respect to the Notes of one or more series and to add to or change any provisions of this Indenture as permitted hereundershall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee pursuant to the requirements of Section 9.12 (a); (8) to add to the covenants of the Company for the benefit of the Holders of one or more series of Notes, to add to the security for all of the Notes, to surrender a right or power conferred on the Company herein or to add any Event of Default with respect to one or more series of Notes; and (9) to make any other change that is not prejudicial to the Holders. (b) 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 which may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise. (c) Any supplemental indenture authorized by this Section 13.01 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 13.02 hereof.

Supplemental Indentures Without Consent of Noteholders. Without the consent of any Holders of the Notes, MAALP (a) The Company, when authorized by or pursuant to a Board Resolution), and MAA (when authorized by or pursuant to a Board Resolution), the Trustee may (provided, however, that the Trustee may, but need not be a party to any Subsidiary Guarantee Supplemental Indenture adding CRLP as a party to this Indenture) and, if CRLP either is required to become a party to this Indenture pursuant to Section 4.14 or shall have become a party to this Indenture pursuant to a Subsidiary Guarantee Supplemental Indenture as contemplated by Section 4.14 and shall not have been released, in accordance with the applicable provisions of this Indenture, from its obligations under this Indenture with respect to the Notes, CRLP (when authorized pursuant to a Board Resolution), at any time and from time to time and at any time time, may enter into an indenture one or more indentures supplemental hereto to amend or modify the provisions of this Indenture or the Notes or any of CRLP’s Subsidiary Guarantees of the Notes for one or more any of the following purposes: (1) to make such provision in regard to matters or questions arising under this Indenture as may be necessary or desirable, and not inconsistent with this Indenture or prejudicial to the interests of the Holders in any material respect, for the purpose of supplying any omission, curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provision; (2) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Note outstanding created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision or such change or elimination is applicable only to Notes issued after the effective date of such change or elimination; (3) to establish the form of Notes of any series as permitted by Section 2.01 hereof or to establish or reflect any terms of any Note of any series determined pursuant to Section 2.05 hereof; (4a) to evidence the succession of another corporation Person to MAALP, MAA or, if applicable, CRLP, as the Company as permitted hereundercase may be, and the assumption by any such successor of the covenants of MAALP, MAA or, if applicable, CRLP, as the Company herein and case may be, in this Indenture and, in the case of a successor to MAALP, the Notes and, in the case of a successor to CRLP, its Subsidiary Guarantees, if any, endorsed on the Notes; and, if any such successor to MAALP or, if applicable, CRLP is not a limited partnership or any such successor to MAA is not a corporation, to make such changes in phraseology but not substance (provided that no such change shall adversely affect the interests of the Holders of any Notes then Outstanding) as may be necessary or appropriate to accommodate such change in type of entity; (5b) to grant to or confer upon the Trustee for the benefit of the Holders any additional rights, remedies, powers or authority; (6) to permit the Trustee to comply with any duties imposed upon it by law; (7) to specify further the duties and responsibilities of, and to define further the relationships among, the Trustee, any Authenticating Agent and any paying agent, and to evidence the succession of a successor Trustee as permitted hereunder; (8) to add to the covenants of the Company MAALP or MAA or CRLP for the benefit of the Holders of the Notes or to surrender any right or power conferred upon MAALP or MAA or CRLP by this Indenture with respect to the Notes; (c) to add any additional Events of Default with respect to the Notes, provided, however, that in respect of any such additional Events of Default, any such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may limit the right of Holders of a majority in aggregate principal amount of Outstanding Notes to waive such default; (d) to establish the form or terms of the Notes and any Subsidiary Guarantees thereof by CRLP and any deletions from or additions or changes to this Indenture in connection therewith, including, without limitation, deletions from or additions or changes to Section 902 (provided that any such deletions, additions and changes shall not be applicable to any other series of Securities then Outstanding); or (e) to evidence and provide for the acceptance of the appointment hereunder by a successor Trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 7.11; (f) to cure any ambiguity or to correct or supplement any provision in this Indenture which may be defective or which may be inconsistent with any other provision of this Indenture, or to make any other provisions with respect to matters or questions arising under this Indenture that shall not be inconsistent with this Indenture, provided that, in each case, such action shall not adversely affect the interests of the Holders of any Notes Outstanding under this Indenture in any material respect; (g) to make any change necessary to comply with the Trust Indenture Act;; (h) to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the legal defeasance, covenant defeasance or satisfaction and discharge of the Notes pursuant to Article XI, provided that any such action shall not adversely affect the interests of the Holders of the Notes in any material respect; (i) to secure the Notes or to add guarantees or additional guarantees or one or more series guarantors or additional guarantors (which may include, without limitation, any Subsidiaries of NotesMAALP) with respect to the Notes and, in the case of any such guarantees or guarantors, to add establish the form and terms of such guarantees and to make such changes to this Indenture and/or the security for all guarantees endorsed on the Notes to provide that any such additional guarantees shall be joint and several with any existing or future guarantees of the Notes, to surrender a right add Events of Default relating to such guarantors or power conferred on the Company herein or guarantees, to add any Event covenants relating to such guarantors and (except in the case of Default with respect the Subsidiary Guarantees, if any, of CRLP, which shall be governed by the terms of Section 4.14 and Article Fifteen of this Indenture) to one or more series of Notes; andprovide for the circumstances under which such guarantors shall be released from their respective obligations under such guarantees and this Indenture; (9j) without limitation to the provisions of clause (i) of this Section 9.01, to add CRLP as a party to this Indenture pursuant to a Subsidiary Guarantee Supplemental Indenture, to provide for CRLP’s Subsidiary Guarantee of the Notes and to endorse CRLP’s Subsidiary Guarantee on the certificates evidencing all or any of the Notes as contemplated by and in accordance with the provisions of Section 4.14 and Article Fifteen of this Indenture and, if applicable, to evidence the release of CRLP from its Subsidiary Guarantees, if any, of the Notes and (solely insofar as relates to the Notes) from its other obligations under this Indenture as contemplated by and in accordance with the provisions of Section 4.14 of this Indenture; or; (k) to make amend or supplement any other change provision contained in this Indenture or in any supplemental indenture or in the Notes or any Subsidiary Guarantees of CRLP endorsed on the certificates evidencing any Notes, including, without limitation, to eliminate any such provision, provided that is such amendment or supplement does not prejudicial apply to any Outstanding Notes (or to any Subsidiary Guarantee of CRLP endorsed on the certificates evidencing any Outstanding Notes) issued prior to the Holders.date of the supplemental indenture effecting such amendment or supplement, as the case may be, and entitled to the benefits of such provision; ; or (bl) The Trustee is hereby authorized to join with conform the Company in terms of this Indenture or the execution terms of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which affects the Trustee's own rights, duties or immunities Notes outstanding under this Indenture or otherwise. (c) Any supplemental indenture authorized CRLP’s Subsidiary Guarantee, if any, to the description thereof contained in the Offering Memorandum as evidenced by this Section 13.01 may be executed by the Company and an Officer’s Certificate delivered to the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 13.02 hereofunder this Indenture.

Supplemental Indentures Without Consent of Noteholders. (a) The Company, when authorized by the resolutions of the Board Resolutionof Directors, and the Trustee 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: (1a) to make provision with respect to the conversion rights of the holders of Notes pursuant to the requirements of Section 15.6; (b) subject to Article IV, to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Notes, any property or assets; (c) to evidence the succession of another corporation to the Company, or successive successions, and the assumption by the successor corporation of the covenants, agreements and obligations of the Company pursuant to Article XII; (d) to add to the covenants of the Company such further covenants, restrictions or conditions for the benefit of the holders of Notes, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions or conditions a default or an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant, restriction or condition such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default; (e) to provide for the issuance under this Indenture of Notes in coupon form (including Notes registrable as to principal only) and to provide for exchangeability of such Notes with the Notes issued hereunder in fully registered form and to make all appropriate changes for such purpose; (f) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture as may be necessary or desirable, and which shall not inconsistent with this Indenture or prejudicial to materially adversely affect the interests of the Holders in any material respect, for the purpose holders of supplying any omission, curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provision; (2) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Note outstanding created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision or such change or elimination is applicable only to Notes issued after the effective date of such change or elimination; (3) to establish the form of Notes of any series as permitted by Section 2.01 hereof or to establish or reflect any terms of any Note of any series determined pursuant to Section 2.05 hereof; (4) to evidence the succession of another corporation to the Company as permitted hereunder, and the assumption by any such successor of the covenants of the Company herein and in the Notes; (5g) to grant to or confer upon the Trustee evidence and provide for the benefit acceptance of the Holders any additional rights, remedies, powers or authority; (6) to permit the Trustee to comply with any duties imposed upon it appointment hereunder by law; (7) to specify further the duties and responsibilities of, and to define further the relationships among, the Trustee, any Authenticating Agent and any paying agent, and to evidence the succession of a successor Trustee as permitted hereunder;with respect to the Notes; or (8) h) to modify, eliminate or add to the covenants provisions of this Indenture to such extent as shall be necessary to effect the Company for qualifications of this Indenture under the benefit of the Holders of one Trust Indenture Act, or more series of Notes, to add to the security for all of the Notes, to surrender a right or power conferred on the Company herein or to add under any Event of Default with respect to one or more series of Notes; and (9) to make any other change that is not prejudicial to the Holders. (b) similar federal statute hereafter enacted. 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 which may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to to, but may in its discretion, enter into any such supplemental indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. (c) . Any supplemental indenture authorized by the provisions of this Section 13.01 11.1 may be executed by the Company and the Trustee without the consent of the Holders holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 13.02 hereof11.2.

Supplemental Indentures Without Consent of Noteholders. (a) The Company, when authorized by Board Resolution, and the Trustee may at any time and from time to time and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes: (1) to make such provision in regard to matters or questions arising under this Indenture as may be necessary or desirable, desirable and not inconsistent with this Indenture or prejudicial to the interests of the Holders in any material respect, for the purpose of supplying any omission, curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provision; PROVIDED that such provision shall not adversely affect the interests of Holders of outstanding Notes created prior to the execution of such supplemental indenture in any material respect; (2) to change or eliminate any of the provisions of this Indenture, provided ; PROVIDED that any such change or elimination shall become effective only when there is no Note outstanding created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision or such change or elimination is applicable only to Notes issued after the effective date of such change or eliminationprovision; (3) to secure the Notes; (4) to establish the form of Notes of any series as permitted by Section 2.01 hereof or to establish or reflect any terms of any Note of any series determined pursuant to Section 2.05 hereof2.05; (45) to evidence the succession of another corporation to the Company as permitted hereunderCompany, and the assumption by any such successor of the covenants of the Company herein and in the Notes; (56) to grant to or confer upon the Trustee for the benefit of the Holders any additional rights, remedies, powers or authority; (67) to permit the Trustee to comply with any duties imposed upon it by law; (7) 8) to specify further the duties and responsibilities of, and to define further the relationships among, the Trustee, any Authenticating Agent and any paying agent, and to evidence the succession of a successor Trustee as permitted hereunder; (8) 9) to add to the covenants of the Company for the benefit of the Holders of one all or more series any Notes (and if such covenants are to be for the benefit of less than all Notes, to add to stating that such covenants are expressly being included solely for the security for all benefit of the such Notes, ) or to surrender a right or power conferred on the Company herein or to add any Event of Default with respect to one or more series of Notesherein; and (910) to make add any other change additional Events of Default (and if such Events of Default are to be applicable to less than all Notes, stating that is not prejudicial to such Events of Default are expressly being included for the Holdersbenefit of such Notes). (b) 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 which may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. (c) Any supplemental indenture authorized by this Section 13.01 may be executed by the Company and the Trustee without the consent of the Holders of any of the Notes at the time then outstanding, notwithstanding any of the provisions of Section 13.02 hereof13.02.

Supplemental Indentures Without Consent of Noteholders. (a) The Company, when authorized by Board Resolution, Company and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto without the consent of any Noteholder for one or more of the following purposes: : (1) to make such provision in regard to matters or questions arising under this Indenture as may be necessary or desirable, and not inconsistent with this Indenture or prejudicial to the interests of the Holders in any material respectHolders, for the purpose of supplying any omission, curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provision; ; (2) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Note outstanding created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision or such change or elimination is applicable only to Notes issued after the effective date of such change or elimination; ; (3) to establish the form of Notes of any series as permitted by Section 2.01 hereof or to establish or reflect any terms of any Note of any series determined pursuant to Section 2.05 hereof; (4) to evidence the succession of another corporation to the Company as permitted hereunderCompany, and the assumption by any such successor of the covenants of the Company herein and in the Notes; ; (54) to grant to or confer upon the Trustee for the benefit of the Holders any additional rights, remedies, powers or authority; ; (65) to permit the Trustee to comply with any duties imposed upon it by law; ; (76) to specify further the duties and responsibilities of, of and to define further the relationships among, among the Trustee, any Authenticating Agent and any paying agent, and to evidence the succession of a successor Trustee as permitted hereunder; ; (8) 7) to add to the covenants of the Company for the benefit of the Holders of one or more series of NotesHolders, to add to the security for all of the Notes, Notes or to surrender a right or power conferred on the Company herein or to add any Event of Default with respect to one or more series of Notesherein; and and (9) 8) to make any other change that is not prejudicial to the Trustee or the Holders. (b) 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 which may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which adversely affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. (c) Any supplemental indenture authorized by this Section 13.01 14.1 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 13.02 14.2 hereof.

Supplemental Indentures Without Consent of Noteholders. (a) The Company, when authorized by the resolutions of the Board Resolutionof Directors, and the Trustee Trustee, at the Company’s expense, 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: (1a) to make such provision in regard to matters or questions arising under this Indenture as may be necessary or desirable, and not inconsistent with this Indenture or prejudicial to the interests of the Holders in any material respect, for the purpose of supplying any omission, curing cure any ambiguity, omission, defect or curing, correcting inconsistency or supplementing any defective or inconsistent provision; (2) to change or eliminate any conform this Indenture to the “Description of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Note outstanding created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision or such change or elimination is applicable only to Notes issued after the effective date of such change or elimination; (3) to establish the form of Notes of any series as permitted by Section 2.01 hereof or to establish or reflect any terms of any Note of any series determined pursuant to Section 2.05 hereof; (4) to evidence the succession of another corporation to the Company as permitted hereunder, and the assumption by any such successor Notes” section of the covenants of prospectus supplement filed with the Company herein and in Commission relating to the Notes; (5b) to grant to or confer upon the Trustee provide for the benefit assumption by a Successor Company of the Holders any additional rights, remedies, powers or authorityobligations of the Company under the Indenture pursuant to Article X; (6c) to permit provide for uncertificated Notes in addition to or in place of certificated Notes (provided that the Trustee to comply with any duties imposed upon it by lawuncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code); (7d) to specify further add guarantees with respect to the duties and responsibilities of, and to define further the relationships among, the Trustee, any Authenticating Agent and any paying agent, and to evidence the succession of a successor Trustee as permitted hereunderNotes; (8) e) to secure the Notes; (f) to add to the covenants of the Company for the benefit of the Holders of one holders or more series of Notes, to add to the security for all of the Notes, to surrender a any right or power conferred on upon the Company herein or to add any Event of Default with respect to one or more series of Notes; andCompany; (9g) to make any other change that is does not prejudicial to materially adversely affect the Holders.rights of any holder; or (bh) The to comply with any requirements of the Commission in connection with the qualification of the Indenture under the Trust Indenture Act. 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 which may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to to, but may in its discretion, enter into any such supplemental indenture which affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise. (c) . Any supplemental indenture authorized by the provisions of this Section 13.01 9.01 may be executed by the Company and the Trustee without the consent of the Holders holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 13.02 hereof.

Supplemental Indentures Without Consent of Noteholders. (a) The Company, when authorized by the resolutions of the Board Resolutionof Directors, and the Trustee may may, from time to time time, and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes: (1a) make provision with respect to the conversion rights of the holders of Notes pursuant to the requirements of Section 14.05 and the purchase obligations of the Company pursuant to the requirements of Section 3.02; (b) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Notes, any property or assets; (c) to evidence the succession of another Person to the Company, or successive successions, and the assumption by the successor Person of the covenants, agreements and obligations of the Company pursuant to Article 11; (d) to add to the covenants of the Company such further covenants, restrictions or conditions as the Board of Directors and the Trustee shall consider to be for the benefit of the holders of Notes, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions or conditions a Default or an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided that, in respect of any such additional covenant, restriction or condition, such supplemental indenture may provide for a particular period of grace after Default (which period may be shorter or longer than that allowed in the case of other Defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such Default; (e) to provide for the issuance under this Indenture of Notes in coupon form (including Notes registrable as to principal only) and to provide for exchangeability of such Notes with the Notes issued hereunder in fully registered form and to make all appropriate changes for such purpose; (f) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture that may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such provision other provisions in regard to matters or questions arising under this Indenture as may be necessary or desirable, and that shall not inconsistent with this Indenture or prejudicial to materially adversely affect the interests of the Holders in any material respect, for the purpose holders of supplying any omission, curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provision; (2) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Note outstanding created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision or such change or elimination is applicable only to Notes issued after the effective date of such change or elimination; (3) to establish the form of Notes of any series as permitted by Section 2.01 hereof or to establish or reflect any terms of any Note of any series determined pursuant to Section 2.05 hereof; (4) to evidence the succession of another corporation to the Company as permitted hereunder, and the assumption by any such successor of the covenants of the Company herein and in the Notes; (5g) to grant to or confer upon the Trustee evidence and provide for the benefit acceptance of appointment hereunder by a successor Trustee with respect to the Holders any additional rights, remedies, powers or authorityNotes; (6h) to permit the Trustee to comply with any duties imposed upon it by law; (7) to specify further the duties and responsibilities of, and to define further the relationships among, the Trustee, any Authenticating Agent and any paying agent, and to evidence the succession of a successor Trustee as permitted hereunder; (8) to add to the covenants of the Company for the benefit of the Holders of one additional Guarantees or more series of Notes, to add to the security for all of the Notes, to surrender a right or power conferred on the Company herein or to add any Event of Default additional obligors with respect to one the Notes or more series release Guarantors from guarantees as permitted by the terms of Notesthis Indenture; andor (9i) to make increase, from time to time, the per annum interest rate on the Notes for any other change that is not prejudicial period. Upon the written request of the Company, accompanied by a copy of the resolutions of the Board of Directors certified by its Secretary or Assistant Secretary authorizing the execution of any supplemental indenture (in form satisfactory to the Holders. (b) The Trustee), 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 which that may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but ; provided that the Trustee shall not be obligated to to, but may in its discretion, enter into any such supplemental indenture which that affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. (c) . Any supplemental indenture authorized by the provisions of this Section 13.01 may be executed by the Company and the Trustee without the consent of the Holders holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 13.02 hereof8.02.

Supplemental Indentures Without Consent of Noteholders. (a) The Company, when authorized by Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto Supplemental Indenture (which shall conform to the provisions of the Trust Indenture Act of 1939) for one or more of the following purposes: (1a) to evidence the succession of another corporation to the Company, or successive successions, and the assumption by the successor corporation of the covenants, agreements and obligations of the Company pursuant to Article Eleven hereof; (b) to add to the covenants of the Company such further covenants, restrictions, conditions or provisions as its Board of Directors and the Trustee shall consider to be for the protection of the holders of all, or any series of, Notes, and to make the occurrence, or the occurrence and continuance, of a Default in any of such additional covenants, restrictions, conditions or provisions a Default or an Event of Default with respect to Notes of any or all series permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth, with such period of grace, if any, and subject to such conditions as such Supplemental Indenture may provide; (c) to add to or change any of the provisions of this Indenture to provide for the issuance under this Indenture of Notes, whether or not then outstanding, in bearer form, to add, modify or eliminate any restrictions on the payment of principal of Notes in registered form, and to provide for exchangeability of such Notes with Notes issued hereunder and to make all appropriate changes for such purpose to permit or facilitate the issuance of Notes in uncertificated form, provided any such action shall not adversely affect the interests of the holders of Notes of any series in any material respect; (d) to cure any ambiguity or to correct or supplement any provision contained herein or in any Supplemental Indenture which may be defective or inconsistent with any other provision contained herein or in any Supplemental Indenture; or to make such provision other provisions in regard to matters or questions arising under this Indenture as may be necessary or desirable, and not inconsistent with this Indenture or prejudicial to the interests of the Holders in any material respect, for the purpose of supplying any omission, curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provision; (2) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Note outstanding created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision or such change or elimination is applicable only to Notes issued after the effective date of such change or elimination; (3) to establish the form of Notes of any series as permitted by Section 2.01 hereof or to establish or reflect any terms of any Note of any series determined pursuant to Section 2.05 hereof; (4) to evidence the succession of another corporation to the Company as permitted hereunder, and the assumption by any such successor of the covenants of the Company herein and in the Notes; (5) to grant to or confer upon the Trustee for the benefit of the Holders any additional rights, remedies, powers or authority; (6) to permit the Trustee to comply with any duties imposed upon it by law; (7) to specify further the duties and responsibilities of, and to define further the relationships among, the Trustee, any Authenticating Agent and any paying agent, and to evidence the succession of a successor Trustee as permitted hereunder; (8) to add to the covenants of the Company for the benefit of the Holders of one or more series of Notes, to add to the security for all of the Notes, to surrender a right or power conferred on the Company herein or to add any Event of Default with respect to one or more series of Notes; and (9) to make any other change that is not prejudicial to the Holders. (b) 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 which may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. (c) Any supplemental indenture authorized by this Section 13.01 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 13.02 hereof.not

Supplemental Indentures Without Consent of Noteholders. (a) The Company, when authorized by the resolutions of the Board Resolutionof Directors, and the Trustee may may, from time to time time, and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes: (1a) make provision with respect to the purchase obligations of the Company pursuant to the requirements of Section 3.02; (b) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Notes, any property or assets; (c) to evidence the succession of another Person to the Company, or successive successions, and the assumption by the successor Person of the covenants, agreements and obligations of the Company pursuant to Article 11; (d) to add to the covenants of the Company such further covenants, restrictions or conditions as the Board of Directors and the Trustee shall consider to be for the benefit of the holders of Notes, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions or conditions a Default or an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided that, in respect of any such additional covenant, restriction or condition, such supplemental indenture may provide for a particular period of grace after Default (which period may be shorter or longer than that allowed in the case of other Defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such Default; (e) to provide for the issuance under this Indenture of Notes in coupon form (including Notes registrable as to principal only) and to provide for exchangeability of such Notes with the Notes issued hereunder in fully registered form and to make all appropriate changes for such purpose; (f) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture that may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such provision other provisions in regard to matters or questions arising under this Indenture as may be necessary or desirable, and that shall not inconsistent with this Indenture or prejudicial to materially adversely affect the interests of the Holders in any material respect, for the purpose holders of supplying any omission, curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provision; (2) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Note outstanding created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision or such change or elimination is applicable only to Notes issued after the effective date of such change or elimination; (3) to establish the form of Notes of any series as permitted by Section 2.01 hereof or to establish or reflect any terms of any Note of any series determined pursuant to Section 2.05 hereof; (4) to evidence the succession of another corporation to the Company as permitted hereunder, and the assumption by any such successor of the covenants of the Company herein and in the Notes; (5g) to grant to or confer upon the Trustee evidence and provide for the benefit acceptance of appointment hereunder by a successor Trustee with respect to the Holders any additional rights, remedies, powers or authorityNotes; (6h) to permit the Trustee to comply with any duties imposed upon it by law; (7) to specify further the duties and responsibilities of, and to define further the relationships among, the Trustee, any Authenticating Agent and any paying agent, and to evidence the succession of a successor Trustee as permitted hereunder; (8) to add to the covenants of the Company for the benefit of the Holders of one additional Guarantees or more series of Notes, to add to the security for all of the Notes, to surrender a right or power conferred on the Company herein or to add any Event of Default additional obligors with respect to one the Notes or more series release Guarantors from guarantees as permitted by the terms of Notesthis Indenture; andor (9i) to make increase, from time to time, the per annum interest rate on the Notes for any other change that is not prejudicial period. Upon the written request of the Company, accompanied by a copy of the resolutions of the Board of Directors certified by its Secretary or Assistant Secretary authorizing the execution of any supplemental indenture (in form satisfactory to the Holders. (b) The Trustee), 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 which that may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but ; provided that the Trustee shall not be obligated to to, but may in its discretion, enter into any such supplemental indenture which that affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. (c) . Any supplemental indenture authorized by the provisions of this Section 13.01 may be executed by the Company and the Trustee without the consent of the Holders holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 13.02 hereof8.02.

Supplemental Indentures Without Consent of Noteholders. (a) The Company, when authorized by the resolutions of the Board Resolution, of Directors and the Trustee may may, from time to time time, and at any time enter into an indenture or indentures supplemental without the consent of the Holders of the Notes hereto for one or more of the following purposes: (1a) to make such provision in regard to matters or questions arising under this Indenture as may be necessary or desirable, and not inconsistent with this Indenture or prejudicial to the interests of the Holders in any material respect, for the purpose of supplying any omission, curing cure any ambiguity, defect or curing, correcting inconsistency in the Indenture or supplementing any defective or inconsistent provision;the Notes; or (2b) to change or eliminate any provide for the assumption of all of the provisions of this Indenture, provided that any such change Company’s obligations under the Notes and the Indenture by a Person in connection with a Substantially All Merger or elimination shall become effective only when there Substantially All Sale in which the Company is no Note outstanding created prior to not the execution of such supplemental indenture which is entitled to the benefit of such provision or such change or elimination is applicable only to Notes issued after the effective date of such change or elimination; (3) to establish the form of Notes of any series as permitted by Section 2.01 hereof or to establish or reflect any terms of any Note of any series determined surviving Person pursuant to Section 2.05 hereof;6.02; or (4c) provide for uncertificated Notes in addition to evidence the succession or instead of another corporation to the Company as permitted hereunder, and the assumption by any such successor of the covenants of the Company herein and in the certificated Notes;; or (5d) to grant to or confer upon the Trustee for the benefit of the Holders any additional rights, remedies, powers or authority; (6) to permit the Trustee to comply with any duties imposed upon it by law; (7) to specify further the duties and responsibilities of, and to define further the relationships among, the Trustee, any Authenticating Agent and any paying agent, and to evidence the succession of a successor Trustee as permitted hereunder; (8) to add to the covenants of made by the Company for the benefit of the holders of any series of debt securities, including the Holders of one or more the Notes (and if such covenants are to be for the benefit of less than all series of debt securities, stating that such covenants are included solely for the benefit of such series) or to surrender any right or power conferred upon the Company; or (e) add to, delete from, or revise the conditions, limitations, and restrictions on the authorized amount, terms, or purposes of issue, authentication and delivery of the Notes, as set forth in the Indenture; or (f) secure any Notes as provided under Section 9.01; or (g) provide for the issuance of and establish the form and terms and conditions of a series of debt securities or to establish the form of any certifications required to be furnished pursuant to the terms of the Indenture or any series of debt securities or to add to the security for all rights of the Notes, to surrender a right or power conferred on the Company herein or to add holders of any Event of Default with respect to one or more series of Notesdebt securities; andor (9h) to make modify any other change provision of the Indenture to conform that is not prejudicial provision to the Holders.description thereof set forth in the Prospectus Supplement; or (bi) The to modify any provision of the Notes or the Indenture that does not adversely affect the rights of any Holder of the Notes in any material respect. Upon the written request of the Company, accompanied by a copy of the resolutions of the Board of Directors certified by the Company’s Secretary or Assistant Secretary authorizing the execution of any 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 which that may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to to, but may in its discretion, enter into any such supplemental indenture which that affects the Trustee's ’s or any Agent’s own rights, duties or immunities under this Supplemental Indenture or otherwise. (c) . Any supplemental indenture authorized by the provisions of this Section 13.01 5.01 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 13.02 hereof5.02.

Supplemental Indentures Without Consent of Noteholders. (a) The Company, when authorized by the resolutions of the Board Resolutionof Directors, and the Trustee may may, from time to time time, and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes: (1a) make provision with respect to the conversion rights of the holders of Notes pursuant to the requirements of Section 14.05 and the purchase obligations of the Company pursuant to the requirements of Section 3.02.; (b) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Notes, any property or assets; (c) to evidence the succession of another Person to the Company, or successive successions, and the assumption by the successor Person of the covenants, agreements and obligations of the Company pursuant to Article 11; (d) to add to the covenants of the Company such further covenants, restrictions or conditions as the Board of Directors and the Trustee shall consider to be for the benefit of the holders of Notes, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions or conditions a Default or an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided that, in respect of any such additional covenant, restriction or condition, such supplemental indenture may provide for a particular period of grace after Default (which period may be shorter or longer than that allowed in the case of other Defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such Default; (e) to provide for the issuance under this Indenture of Notes in coupon form (including Notes registrable as to principal only) and to provide for exchangeability of such Notes with the Notes issued hereunder in fully registered form and to make all appropriate changes for such purpose; (f) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture that may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such provision other provisions in regard to matters or questions arising under this Indenture as may be necessary or desirable, and that shall not inconsistent with this Indenture or prejudicial to materially adversely affect the interests of the Holders in any material respect, for the purpose holders of supplying any omission, curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provision; (2) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Note outstanding created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision or such change or elimination is applicable only to Notes issued after the effective date of such change or elimination; (3) to establish the form of Notes of any series as permitted by Section 2.01 hereof or to establish or reflect any terms of any Note of any series determined pursuant to Section 2.05 hereof; (4) to evidence the succession of another corporation to the Company as permitted hereunder, and the assumption by any such successor of the covenants of the Company herein and in the Notes; (5g) to grant to or confer upon the Trustee evidence and provide for the benefit acceptance of appointment hereunder by a successor Trustee with respect to the Holders any additional rights, remedies, powers or authorityNotes; (6h) add additional Guarantees or additional obligors with respect to permit the Trustee to comply with any duties imposed upon it Notes or release Guarantors from guarantees as permitted by lawthe terms of this Indenture; (7i) to specify further the duties and responsibilities of, and to define further the relationships among, the Trustee, any Authenticating Agent and any paying agent, and to evidence the succession of a successor Trustee as permitted hereunder; (8) to add to the covenants of the Company for the benefit of the Holders of one or more series of Notes, to add to the security for all of secure the Notes, or release all or any portion of the Collateral pursuant to surrender a right or power conferred the terms of the Security Documents; or (j) to increase, from time to time, the per annum interest rate on the Company herein Notes for any period. Upon the written request of the Company, accompanied by a copy of the resolutions of the Board of Directors certified by its Secretary or to add Assistant Secretary authorizing the execution of any Event of Default with respect to one or more series of Notes; and supplemental indenture (9) to make any other change that is not prejudicial in form satisfactory to the Holders. (b) The Trustee), 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 which that may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but ; provided that the Trustee shall not be obligated to to, but may in its discretion, enter into any such supplemental indenture which that affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise. (c) . Any supplemental indenture authorized by the provisions of this Section 13.01 may be executed by the Company and the Trustee without the consent of the Holders holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 13.02 hereof8.02.

Supplemental Indentures Without Consent of Noteholders. (a) The Company, when authorized by a Board Resolution, and the Trustee 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: (1a) to make provision with respect to the conversion rights of the holders of Notes pursuant to the requirements of Section 14.6; (b) subject to Article XV, to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Notes, any property or assets; (c) to evidence the succession of another person to the Company, or successive successions, and the assumption by the Successor Company of the covenants, agreements and obligations of the Company pursuant to Article XI; (d) to add to the covenants of the Company such further covenants, restrictions or conditions as the Board of Directors and the Trustee shall consider to be for the benefit of the holders of Notes and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions or conditions a default or an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided that in respect of any such additional covenant, restriction or condition, such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default; (e) to provide for the issuance under this Indenture of Notes in coupon form (including Notes registrable as to principal only) and to provide for exchangeability of such Notes with the Notes issued hereunder in fully registered form and to make all appropriate changes for such purpose; (f) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture that may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture as may be necessary or desirable, and that shall not inconsistent with this Indenture or prejudicial to adversely affect the interests of the Holders in any material respect, for the purpose holders of supplying any omission, curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provision; (2) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Note outstanding created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision or such change or elimination is applicable only to Notes issued after the effective date of such change or elimination; (3) to establish the form of Notes of any series as permitted by Section 2.01 hereof or to establish or reflect any terms of any Note of any series determined pursuant to Section 2.05 hereof; (4) to evidence the succession of another corporation to the Company as permitted hereunder, and the assumption by any such successor of the covenants of the Company herein and in the Notes; (5g) to grant to or confer upon the Trustee evidence and provide for the benefit acceptance of the Holders any additional rights, remedies, powers or authority; (6) to permit the Trustee to comply with any duties imposed upon it appointment hereunder by law; (7) to specify further the duties and responsibilities of, and to define further the relationships among, the Trustee, any Authenticating Agent and any paying agent, and to evidence the succession of a successor Trustee as permitted hereunder;with respect to the Notes; or (8) h) to modify, eliminate or add to the covenants provisions of this Indenture to such extent necessary to effect the Company for qualification of this Indenture under the benefit of the Holders of one Trust Indenture Act (if applicable), or more series of Notes, to add to the security for all of the Notes, to surrender a right or power conferred on the Company herein or to add under any Event of Default with respect to one or more series of Notes; and similar federal statute hereafter enacted (9) to make any other change that is not prejudicial to the Holders. (b) if applicable). 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 which that may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to to, but may in its discretion, enter into any such supplemental indenture which that affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise. (c) . Any supplemental indenture authorized by the provisions of this Section 13.01 10.1 may be executed by the Company and the Trustee without the consent of the Holders holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 13.02 hereof10.2.

Supplemental Indentures Without Consent of Noteholders. (a) The Company, when authorized by Board Resolution, and the Trustee 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: (1) to make such provision in regard to matters or questions arising under this Indenture as may be necessary or desirable, and not inconsistent with this Indenture or prejudicial to the interests of the Holders in any material respect, for the purpose of supplying any omission, curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provision; (2) to change or eliminate any of the provisions of this Indenture, provided PROVIDED that any such change or elimination shall become effective only when there is no Note outstanding created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision or such change or elimination is applicable only to Notes issued after the effective date of such change or elimination; (3) to establish the form of Notes of any series as permitted by Section 2.01 hereof or to establish or reflect any terms of any Note of any series determined pursuant to Section 2.05 hereof; (4) to evidence the succession of another corporation to the Company as permitted hereunder, and the assumption by any such successor of the covenants of the Company herein and in the Notes; (5) to grant to or confer upon the Trustee for the benefit of the Holders any additional rights, remedies, powers or authority; (6) to permit the Trustee to comply with any duties imposed upon it by law; (7) to specify further the duties and responsibilities of, and to define further the relationships among, the Trustee, any Authenticating Agent and any paying agent, and to evidence the succession of a successor Trustee as permitted hereunder; (8) to add to the covenants of the Company for the benefit of the Holders of one or more series of Notes, to add to the security for all of the Notes, to surrender a right or power conferred on the Company herein or to add any Event of Default with respect to one or more series of Notes; (9) to add provisions permitting the Company to be released with respect to one or more series of outstanding Notes from its obligations under Sections 6.07, 6.08 or Article XII (and providing that no Event of Default shall be deemed to have occurred as a result of the Company's noncompliance with such obligations) if the Company makes the deposit of cash and/or U.S. Government obligations with respect to such series of Notes required by Section 5.01 and otherwise complies with the requirements of such Section (except that the opinion of counsel referred to in Section 5.01(a)(3) need not be based on an External Tax Pronouncement); (10) to comply with the Company's obligations under Section 6.07; and (911) to make any other change that is not prejudicial to the Holders. (b) 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 which may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. (c) Any supplemental indenture authorized by this Section 13.01 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 13.02 hereof.

Supplemental Indentures Without Consent of Noteholders. (a) The Company, when authorized by a Board Resolution, and the Trustee 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: (1a) to make provision with respect to the conversion rights of the holders of Notes pursuant to the requirements of Section 15.6; (b) subject to Article IV, to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Notes, any property or assets; (c) to evidence the succession of another person to the Company, or successive successions, and the assumption by the Successor Company of the covenants, agreements and obligations of the Company pursuant to Article XII; (d) to add to the covenants of the Company such further covenants, restrictions or conditions as the Board of Directors and the Trustee shall consider to be for the benefit of the holders of Notes and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions or conditions a default or an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant, restriction or condition, such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default; (e) to provide for the issuance under this Indenture of Notes in coupon form (including Notes registrable as to principal only) and to provide for exchangeability of such Notes with the Notes issued hereunder in fully registered form and to make all appropriate changes for such purpose; (f) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture as may be necessary or desirable, and which shall not inconsistent with this Indenture or prejudicial to materially adversely affect the interests of the Holders in any material respect, for the purpose holders of supplying any omission, curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provision; (2) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Note outstanding created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision or such change or elimination is applicable only to Notes issued after the effective date of such change or elimination; (3) to establish the form of Notes of any series as permitted by Section 2.01 hereof or to establish or reflect any terms of any Note of any series determined pursuant to Section 2.05 hereof; (4) to evidence the succession of another corporation to the Company as permitted hereunder, and the assumption by any such successor of the covenants of the Company herein and in the Notes; (5g) to grant to or confer upon the Trustee evidence and provide for the benefit acceptance of appointment hereunder by a successor Trustee with respect to the Holders any additional rights, remedies, powers or authorityNotes; (6h) to permit the Trustee to comply with any duties imposed upon it by law; (7) to specify further the duties and responsibilities ofmodify, and to define further the relationships among, the Trustee, any Authenticating Agent and any paying agent, and to evidence the succession of a successor Trustee as permitted hereunder; (8) to eliminate or add to the covenants provisions of this Indenture to such extent as shall be necessary to effect the Company qualifications of this Indenture under the Trust Indenture Act (if applicable), or under any similar federal statute hereafter enacted (if applicable); or (i) to modify, eliminate or add to the provisions of this Indenture to allow for the benefit of the Holders issuance of one or more series Notes in global form, in addition to the global Note provided for herein, representing beneficial interests in Notes issued outside the United States in reliance on Regulation S under the Securities Act, with such transfer restrictions and legends as are consistent with such Regulation, and to add provisions relating to the exchange and transfer of beneficial interests in any Note or Notes represented by any such global Note or Notes, any definitive Note and any global Note referred to add to the security for all of the Notes, to surrender a right or power conferred on the Company herein or to add any Event of Default with respect to one or more series of Notes; and (9in Section 2.5(b) to make any other change that is not prejudicial to the Holders. (b) hereof. 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 which may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to to, but may in its discretion, enter into any such supplemental indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. (c) . Any supplemental indenture authorized by the provisions of this Section 13.01 11.1 may be executed by the Company and the Trustee without the consent of the Holders holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 13.02 hereof11.2.

Supplemental Indentures Without Consent of Noteholders. (a) The Company, when authorized by the resolutions of the Board Resolutionof Directors, and the Trustee 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: (1a) to make provision with respect to the conversion rights of the holders of Notes pursuant to the requirements of Section 15.6; (b) subject to Article IV, to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Notes, any property or assets; (c) to evidence the succession of another corporation to the Company, or successive successions, and the assumption by the successor corporation of the covenants, agreements and obligations of the Company pursuant to Article XII; (d) to add to the covenants of the Company such further covenants, restrictions or conditions as the Board of Directors and the Trustee shall consider to be for the benefit of the holders of Notes, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions or conditions a default or an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant, restriction or condition such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default; (e) to provide for the issuance under this Indenture of Notes in coupon form (including Notes registrable as to principal only) and to provide for exchange of such Notes with the Notes issued hereunder in fully registered form and to make all appropriate changes for such purpose; (f) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture as may be necessary or desirable, and which shall not inconsistent with this Indenture or prejudicial to materially adversely affect the interests of the Holders in any material respect, for the purpose holders of supplying any omission, curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provision; (2) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Note outstanding created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision or such change or elimination is applicable only to Notes issued after the effective date of such change or elimination; (3) to establish the form of Notes of any series as permitted by Section 2.01 hereof or to establish or reflect any terms of any Note of any series determined pursuant to Section 2.05 hereof; (4) to evidence the succession of another corporation to the Company as permitted hereunder, and the assumption by any such successor of the covenants of the Company herein and in the Notes; (5g) to grant to or confer upon the Trustee evidence and provide for the benefit acceptance of the Holders any additional rights, remedies, powers or authority; (6) to permit the Trustee to comply with any duties imposed upon it appointment hereunder by law; (7) to specify further the duties and responsibilities of, and to define further the relationships among, the Trustee, any Authenticating Agent and any paying agent, and to evidence the succession of a successor Trustee as permitted hereunder;with respect to the Notes; or (8) h) to modify, eliminate or add to the covenants provisions of this Indenture to such extent as shall be necessary to effect the Company for qualifications of this Indenture under the benefit of the Holders of one Trust Indenture Act, or more series of Notes, to add to the security for all of the Notes, to surrender a right or power conferred on the Company herein or to add under any Event of Default with respect to one or more series of Notes; and (9) to make any other change that is not prejudicial to the Holders. (b) similar federal statute hereafter enacted. 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 which may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to to, but may in its discretion, enter into any such supplemental indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. (c) . Any supplemental indenture authorized by the provisions of this Section 13.01 11.1 may be executed by the Company and the Trustee without the consent of the Holders holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 13.02 hereof11.2.

Supplemental Indentures Without Consent of Noteholders. (a) The Company, when authorized by Board Resolution, Corporation and the Trustee may from time to time and at any time enter into an indenture one or more indentures supplemental hereto without the consent of the Noteholders, for one or more of the following purposes: (1a) to evidence the succession of another Person to the Corporation, or successive successions, and the assumption by the successor Person of the covenants, agreements and obligations of the Corporation pursuant to Article X hereof; (b) to add to the covenants of the Corporation such further covenants, restrictions or conditions for the protection of the Noteholders of any series (as shall be specified in such supplemental indenture or indentures) as the Board of Directors and the Trustee shall consider to be for the protection of the Noteholders of such series, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions or conditions a Default or an Event of Default permitting the enforcement of all or any of the remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant, restriction or condition such supplemental indenture or indentures may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default; (c) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture; or to make such provision other provisions in regard to matters or questions arising under this Indenture as may be necessary or desirable, and not inconsistent with this Indenture or prejudicial to the interests of the Holders in any material respect, for the purpose of supplying any omission, curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provision; (2) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination action shall become effective only when there is no Note outstanding created prior to not materially adversely affect the execution interests of such supplemental indenture which is entitled to the benefit holders of such provision or such change or elimination is applicable only to the Notes issued after of the effective date of such change or eliminationaffected series; (3) to establish the form of Notes of any series as permitted by Section 2.01 hereof or to establish or reflect any terms of any Note of any series determined pursuant to Section 2.05 hereof; (4d) to evidence the succession of another corporation to the Company as permitted hereunder, and the assumption by any such successor of the covenants of the Company herein and in the Notes; (5) to grant to or confer upon the Trustee provide for the benefit acceptance of the Holders any additional rights, remedies, powers or authority; (6) to permit the Trustee to comply with any duties imposed upon it appointment hereunder by law; (7) to specify further the duties and responsibilities of, and to define further the relationships among, the Trustee, any Authenticating Agent and any paying agent, and to evidence the succession of a successor Trustee as permitted hereunder; (8) to add to the covenants of the Company for the benefit of the Holders of one or more series of Notes, to add to the security for all of the Notes, to surrender a right or power conferred on the Company herein or to add any Event of Default trustee with respect to one or more series of Notes; and; (9e) to qualify or maintain qualification of this Indenture under the Trust Indenture Act; (f) to make any other change that is does not prejudicial to adversely affect the Holders.rights of any Noteholder in any material respect; or (bg) to establish the form or terms of each series of subordinated notes. The Trustee is hereby authorized to join with the Company Corporation in the execution of any supplemental indenture to effect such supplemental indentureamendment, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to to, but may in its discretion, enter into any such supplemental indenture which affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise. (c) . Any supplemental indenture to this Indenture authorized by the provisions of this Section 13.01 9.01 may be executed by the Company Corporation and the Trustee without the consent of the Holders holders of any of the Notes of the affected series at the time outstandingOutstanding, notwithstanding any of the provisions of Section 13.02 hereof9.02.

Supplemental Indentures Without Consent of Noteholders. (a) The Company, when authorized by a Board ResolutionResolution (which resolution may provide general terms or parameters for such action and may provide that the specific terms of such action may be determined in accordance with or pursuant to an Officers’ Certificate), and the Trustee Trustee, upon the written request of the Company, may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the TIA as in force at the date of the execution thereof) for one or more of the following purposes: (1a) to make such cure any ambiguity or to correct or supplement any provision contained herein or in regard to matters or questions arising under this Indenture as any supplemental indenture that may be necessary defective or desirableinconsistent with any other provision contained herein or in any supplemental indenture; (b) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Notes of one or more series any property or assets; (c) to evidence the succession of another Person to the Company, or successive successions, and not inconsistent with this Indenture or prejudicial the assumption by the successor Person of the covenants, agreements and obligations of the Company pursuant to Article 5; (d) to add to the interests covenants of the Company such further covenants, restrictions, conditions or provisions as the Company shall consider to be for the protection of the Holders in of all or any material respect, series of Notes (and if such covenants are to be for the purpose benefit of supplying any omission, curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provision; (2) to change or eliminate any less than all of the provisions series of this IndentureNotes, provided stating that any such change or elimination shall become effective only when there is no Note outstanding created prior to the execution of such supplemental indenture which is entitled to covenants are expressly being included for the benefit of such series), and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant, restriction, condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such change an Event of Default or elimination is applicable only may limit the remedies available to the Trustee upon such an Event of Default or may limit the right of the Holders of a majority in aggregate principal amount of the Notes issued after the effective date of such change or eliminationseries to waive such an Event of Default; (3e) to provide for the issuance of and establish the form and terms of Notes of any series as permitted by Section Sections 2.01 hereof or to establish or reflect any terms of any Note of any series determined pursuant to Section 2.05 hereofand 2.02; (4f) To provide for uncertificated Notes or to evidence comply with the succession provisions of another corporation to any clearing system or the Company as permitted hereunder, and the assumption by any such successor requirements of the covenants Trustee relating to transfers or exchanges of the Company herein and in the Notes; (5g) to grant modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA, or confer upon under any similar federal statute hereafter enacted, and to add to this Indenture such other provisions as may be expressly permitted by the Trustee TIA, excluding, however, the provisions referred to in TIA § 316(a)(2) as in effect at the date as of which this instrument was executed or any corresponding provision provided for the benefit of the Holders in any additional rights, remedies, powers or authoritysimilar federal statute hereafter enacted; (6h) to permit evidence and provide for the Trustee acceptance of appointment hereunder by a successor trustee with respect to comply with the Notes of any duties imposed upon it or all series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by lawmore than one trustee, pursuant to the requirements of Section 7.08; (7i) in the case of subordinated Notes, to specify further make any change in the duties and responsibilities of, and provisions of this Indenture or any supplemental indenture relating to define further subordination that would limit or terminate the relationships among, benefits available to any holder of senior indebtedness under such provisions; provided that such change is made in accordance with the Trustee, any Authenticating Agent and any paying agent, and to evidence the succession provisions of a successor Trustee as permitted hereundersuch senior Notes; (8) j) to add to the covenants of the Company for the benefit of the Holders of one or more series of Notes, to add to the security for all of the Notes, to surrender a right or power conferred on the Company herein or to add any Event of Default guarantees with respect to one or more series the Notes of Notesany series; and (9k) to make any other change provisions as the Company may deem necessary or desirable; provided, however, that is not prejudicial to no such provisions shall materially adversely affect the Holders. (b) legal rights of the Holders of any Notes of the applicable series. 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 which may be therein contained and to accept the conveyance, transfer and assignment transfer, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise. (c) . Any supplemental indenture authorized by the provisions of this Section 13.01 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 outstandingthen Outstanding, notwithstanding any of the provisions of Section 13.02 hereof9.02.

Supplemental Indentures Without Consent of Noteholders. (a) The Company, when authorized by the resolutions of the Board Resolutionof Directors, and the Trustee 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: (1a) to make provision with respect to the conversion rights of the holders of Notes pursuant to the requirements of Section 15.6; (b) subject to Article IV, to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Notes, any property or assets; (c) to evidence the succession of another corporation to the Company, or successive successions, and the assumption by the successor corporation of the covenants, agreements and obligations of the Company pursuant to Article XII; (d) to add to the covenants of the Company such further covenants, restrictions or conditions as the Board of Directors and the Trustee shall consider to be for the benefit of the holders of Notes, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions or conditions a default or an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; PROVIDED, HOWEVER, that in respect of any such additional covenant, restriction or condition such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default; (e) to provide for the issuance under this Indenture of Notes in coupon form (including Notes registrable as to principal only) and to provide for exchangeability of such Notes with the Notes issued hereunder in fully registered form and to make all appropriate changes for such purpose; (f) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture as may be necessary or desirable, and which shall not inconsistent with this Indenture or prejudicial to materially adversely affect the interests of the Holders in any material respect, for the purpose holders of supplying any omission, curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provision; (2) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Note outstanding created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision or such change or elimination is applicable only to Notes issued after the effective date of such change or elimination; (3) to establish the form of Notes of any series as permitted by Section 2.01 hereof or to establish or reflect any terms of any Note of any series determined pursuant to Section 2.05 hereof; (4) to evidence the succession of another corporation to the Company as permitted hereunder, and the assumption by any such successor of the covenants of the Company herein and in the Notes; (5g) to grant to or confer upon the Trustee evidence and provide for the benefit acceptance of the Holders any additional rights, remedies, powers or authority; (6) to permit the Trustee to comply with any duties imposed upon it appointment hereunder by law; (7) to specify further the duties and responsibilities of, and to define further the relationships among, the Trustee, any Authenticating Agent and any paying agent, and to evidence the succession of a successor Trustee as permitted hereunder;with respect to the Notes; or (8) h) to modify, eliminate or add to the covenants provisions of the Company for the benefit of the Holders of one or more series of Notes, to add to the security for all of the Notes, to surrender a right or power conferred on the Company herein or to add any Event of Default with respect to one or more series of Notes; and (9) to make any other change that is not prejudicial to the Holders. (b) 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 which may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which affects the Trustee's own rights, duties or immunities under this Indenture to such extent as shall be necessary to effect the qualifications of this Indenture under the Trust Indenture Act, or otherwise. (c) under any similar federal statute hereafter enacted. Any supplemental indenture authorized by the provisions of this Section 13.01 11.1 may be executed by the Company and the Trustee without the consent of the Holders holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 13.02 hereof11.2.

Supplemental Indentures Without Consent of Noteholders. (a) The Company, when authorized by the resolutions of the Board Resolutionof Directors, and the Trustee may from time to time and at any time may enter into an indenture or indentures supplemental hereto to this Indenture for one or more of the following purposes: (1a) to evidence the succession of another Person to the Company, or successive successions, and the assumptions by the successor Person of the covenants, agreements and obligations of the Company pursuant to Article Nine; (b) to add to the covenants of the Company such further covenants, restrictions or conditions for the protection of the holders of the Notes as the Board of Directors and the Trustee shall consider to be for the protection of the holders of the Notes, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions or conditions a default or an Event of Default permitting the enforcement of all or any of the several remedies set forth in this Indenture; provided, however, that in respect of any such additional covenant, restriction or condition such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default; (c) to cure any ambiguity or to correct or supplement any provision contained in this Indenture or in any supplemental indenture that may be defective or inconsistent with any other provision contained in this Indenture or in any supplemental indenture, or to make such provision other provisions in regard to matters or questions arising under this Indenture as may be necessary or desirableIndenture, and in each case that shall not inconsistent with this Indenture or prejudicial to adversely affect the interests of the Holders in any material respect, holders of the Notes; and (d) to evidence and provide for the purpose acceptance of supplying any omission, curing any ambiguity, appointment hereunder by a successor Trustee with respect to the Notes and to add to or curing, correcting or supplementing any defective or inconsistent provision; (2) to change or eliminate any of the provisions of this Indenture; provided, provided however, that any such change or elimination action shall become effective only when there is no Note outstanding created prior to not adversely affect the execution of such supplemental indenture which is entitled to the benefit of such provision or such change or elimination is applicable only to Notes issued after the effective date of such change or elimination; (3) to establish the form of Notes of any series as permitted by Section 2.01 hereof or to establish or reflect any terms of any Note of any series determined pursuant to Section 2.05 hereof; (4) to evidence the succession of another corporation to the Company as permitted hereunder, and the assumption by any such successor interests of the covenants of the Company herein and in the Notes; (5) to grant to or confer upon the Trustee for the benefit of the Holders any additional rights, remedies, powers or authority; (6) to permit the Trustee to comply with any duties imposed upon it by law; (7) to specify further the duties and responsibilities of, and to define further the relationships among, the Trustee, any Authenticating Agent and any paying agent, and to evidence the succession of a successor Trustee as permitted hereunder; (8) to add to the covenants of the Company for the benefit of the Holders of one or more series of Notes, to add to the security for all holders of the Notes, to surrender a right or power conferred on the Company herein or to add any Event of Default with respect to one or more series of Notes; and (9) to make any other change that is not prejudicial to the Holders. (b) . The Trustee hereby is hereby authorized to join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which that may be therein contained in such supplemental indenture and to accept the conveyance, transfer and assignment of any property thereunderunder such supplemental indenture, but the Trustee shall not be obligated to to, but may in its discretion, enter into any such supplemental indenture which that affects the Trustee's own rights, duties duties, privileges, protections or immunities under this Indenture or otherwise. (c) . Any supplemental indenture authorized by the provisions of this Section 13.01 8.01 may be executed by the Company and the Trustee without the consent of the Holders holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 13.02 hereof8.02.

Supplemental Indentures Without Consent of Noteholders. (a) The Company, when authorized by the resolutions of the Board Resolutionof Directors, and the Trustee may may, from time to time time, and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes: (1a) make provision with respect to the conversion rights of the holders of Notes pursuant to the requirements of Section 14.05 and the purchase obligations of the Company pursuant to the requirements of Section 3.02; (b) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Notes, any property or assets; (c) to evidence the succession of another Person to the Company, or successive successions, and the assumption by the successor Person of the covenants, agreements and obligations of the Company pursuant to Article 11; (d) to add to the covenants of the Company such further covenants, restrictions or conditions as the Board of Directors and the Trustee shall consider to be for the benefit of the holders of Notes, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions or conditions a Default or an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided that, in respect of any such additional covenant, restriction or condition, such supplemental indenture may provide for a particular period of grace after Default (which period may be shorter or longer than that allowed in the case of other Defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such Default; (e) to provide for the issuance under this Indenture of Notes in coupon form (including Notes registrable as to principal only) and to provide for exchangeability of such Notes with the Notes issued hereunder in fully registered form and to make all appropriate changes for such purpose; (f) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture that may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such provision other provisions in regard to matters or questions arising under this Indenture as may be necessary or desirable, and that shall not inconsistent with this Indenture or prejudicial to materially adversely affect the interests of the Holders in any material respect, for the purpose holders of supplying any omission, curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provision; (2) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Note outstanding created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision or such change or elimination is applicable only to Notes issued after the effective date of such change or elimination; (3) to establish the form of Notes of any series as permitted by Section 2.01 hereof or to establish or reflect any terms of any Note of any series determined pursuant to Section 2.05 hereof; (4) to evidence the succession of another corporation to the Company as permitted hereunder, and the assumption by any such successor of the covenants of the Company herein and in the Notes; (5g) to grant to or confer upon the Trustee evidence and provide for the benefit acceptance of appointment hereunder by a successor Trustee with respect to the Holders any additional rights, remedies, powers or authorityNotes; (6h) to permit the Trustee to comply with any duties imposed upon it by law; (7) to specify further the duties and responsibilities of, and to define further the relationships among, the Trustee, any Authenticating Agent and any paying agent, and to evidence the succession of a successor Trustee as permitted hereunder; (8) to add to the covenants of the Company for the benefit of the Holders of one additional Guarantees or more series of Notes, to add to the security for all of the Notes, to surrender a right or power conferred on the Company herein or to add any Event of Default additional obligors with respect to one the Notes or more series release Guarantors from guarantees as permitted by the terms of Notesthis Indenture; andor (9i) to make increase, from time to time, the per annum interest rate on the Notes for any other change that is not prejudicial period. Upon the written request of the Company, accompanied by a copy of the resolutions of the Board of Directors certified by its Secretary or Assistant Secretary authorizing the execution of any supplemental indenture (in form satisfactory to the Holders. (b) The Trustee), 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 which that may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but ; provided that the Trustee shall not be obligated to to, but may in its discretion, enter into any such supplemental indenture which that affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise. (c) . Any supplemental indenture authorized by the provisions of this Section 13.01 may be executed by the Company and the Trustee without the consent of the Holders holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 13.02 hereof8.02.

Supplemental Indentures Without Consent of Noteholders. (a) The Company, when authorized by the resolutions of the Board Resolutionof Directors, and the Trustee 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: (1a) to make provision with respect to the conversion rights of the Noteholders pursuant to the requirements of Section 14.6; (b) subject to Article IV, to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Notes, any property or assets; (c) to evidence the succession of another corporation to the Company, or successive successions, and the assumption by the successor corporation of the covenants, agreements and obligations of the Company pursuant to Article XI; (d) to add to the covenants of the Company such further covenants, restrictions or conditions as the Company and the Trustee shall consider to be for the benefit of the Holders, and to make the occurrence, or the occurrence and continuance, of a Default in any such additional covenants, restrictions or conditions a Default or an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; PROVIDED, HOWEVER, that in respect of any such additional covenant, restriction or condition such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default; (e) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture as may be necessary or desirable, and which shall not inconsistent with this Indenture or prejudicial to adversely affect the interests of the Holders in any material respect, for the purpose of supplying any omission, curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provision; (2) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Note outstanding created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision or such change or elimination is applicable only to Notes issued after the effective date of such change or elimination; (3) to establish the form of Notes interest of any series as permitted by Section 2.01 hereof or to establish or reflect any terms Holder of any Note of any series determined pursuant to Section 2.05 hereof; (4) to evidence the succession of another corporation to the Company as permitted hereunder, and the assumption by any such successor of the covenants of the Company herein and in the Notes; (5f) to grant to or confer upon the Trustee evidence and provide for the benefit acceptance of appointment hereunder by a successor Trustee with respect to the Holders any additional rights, remedies, powers or authority;Notes; or (6g) to permit the Trustee to comply with any duties imposed upon it by law; (7) to specify further the duties and responsibilities of, and to define further the relationships among, the Trustee, any Authenticating Agent and any paying agent, and to evidence the succession of a successor Trustee as permitted hereunder; (8) to add to the covenants of the Company for the benefit of the Holders of one or more series of Notes, to add to the security for all of the Notes, to surrender a right or power conferred on the Company herein or to add any Event of Default with respect to one or more series of Notes; and (9) to make any other change that is not prejudicial to the Holders. (b) Trust Indenture Act. 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 which may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to to, but may in its discretion, enter into any such supplemental indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. (c) . Any supplemental indenture authorized by the provision of this Section 13.01 10.1 may be executed by the Company and the Trustee without the notice to or consent of the Holders of any of the Notes at the time outstandingHolders, notwithstanding any of the provisions of Section 13.02 hereof10.2.

Supplemental Indentures Without Consent of Noteholders. (a) The Company, when authorized by the resolutions of the Company’s Board Resolutionof Directors, the Issuer, when authorized by the resolutions of the Issuer’s Board of Directors, any Subsidiary Guarantor, when authorized by the resolutions of its board of directors, and the Trustee may may, from time to time time, and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes: (1a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Notes, any property or assets; (b) to evidence the assumption by a successor Person of the obligations of the Company pursuant to Article 12 or to modify this Indenture in accordance with Sections 3.06(h), 11.02, 14.06 or 14.07; (c) to provide for the issuance of Additional Notes as provided in this Indenture; (d) to add guarantees or guarantors with respect to the Notes; (e) to add to the covenants of the Company, the Issuer or the Subsidiary Guarantors such further covenants for the benefit of the holders of Notes, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants a default or an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided that in respect of any such additional covenant such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default; (f) to cure any ambiguity or correct any inconsistency or otherwise defective provision contained in regard this Indenture, so long as such action will not adversely affect the interests of holders, provided that any such amendment to cure any ambiguity or correct any inconsistent or otherwise defective provision contained in this Indenture made solely to conform the provisions of this Indenture to the description of the Notes in the Offering Memorandum will be deemed not to adversely affect the interests of holders of the Notes; (g) to evidence the acceptance of appointment hereunder by a successor Trustee with respect to the Notes; (h) to increase the Exchange Rate; provided, however, that such increase in the Exchange Rate shall not adversely affect the interests of the holders of the Notes (after taking into account tax and other consequences of such increase); (i) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to qualify or maintain the qualification of this Indenture under the Trust Indenture Act, or under any similar federal statute hereafter enacted; (j) make any changes or modifications necessary in connection with the registration of the Notes under the Securities Act as contemplated in the Registration Rights Agreement; provided, that such change or modification does not, in the good faith opinion of the Company’s Board of Directors, adversely affect the interest of the holders of the Notes; or (k) make any provision with respect to matters or questions arising under this Indenture as that the Company may be deem necessary or desirable, desirable and that shall not be inconsistent with this Indenture or prejudicial to the interests of the Holders in any material respect, for the purpose of supplying any omission, curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provision; (2) to change or eliminate any of the provisions of this Indenture, provided that any such change will not have a material adverse effect on the interests of the Noteholders. Upon the written request of the Company, accompanied by (i) a copy of the resolutions of the Company’s Board of Directors certified by its Secretary or elimination shall become effective only when there is no Note outstanding created prior to Assistant Secretary; (ii) the related resolutions of the Issuer’s Board of Directors certified by its Secretary or Assistant Secretary; and (iii) the related resolutions of the board of directors of each Subsidiary Guarantors authorizing the execution of such any supplemental indenture which is entitled to the benefit of such provision or such change or elimination is applicable only to Notes issued after the effective date of such change or elimination; (3) to establish the form of Notes of any series as permitted by Section 2.01 hereof or to establish or reflect any terms of any Note of any series determined pursuant to Section 2.05 hereof; (4) to evidence the succession of another corporation to the Company as permitted hereunder, and the assumption by any such successor of the covenants of the Company herein and in the Notes; (5) to grant to or confer upon the Trustee for the benefit of the Holders any additional rights, remedies, powers or authority; (6) to permit the Trustee to comply with any duties imposed upon it by law; (7) to specify further the duties and responsibilities of, and to define further the relationships amongindenture, the Trustee, any Authenticating Agent and any paying agent, and to evidence the succession of a successor Trustee as permitted hereunder; (8) to add to the covenants of the Company for the benefit of the Holders of one or more series of Notes, to add to the security for all of the Notes, to surrender a right or power conferred on the Company herein or to add any Event of Default with respect to one or more series of Notes; and (9) to make any other change that is not prejudicial to the Holders. (b) 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 which that may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to to, but may in its discretion, enter into any such supplemental indenture which that affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise. (c) Any supplemental indenture authorized by this Section 13.01 . Notwithstanding any other provision of the Indenture or the Notes, the Registration Rights Agreement and the obligation to pay Additional Interest thereunder may be executed by the Company and the Trustee without the consent of the Holders of any of the Notes at the time outstandingamended, notwithstanding any of modified or waived in accordance with the provisions of Section 13.02 hereofthe Registration Rights Agreement.

Supplemental Indentures Without Consent of Noteholders. (a) The Company, when authorized by the resolutions of the Board Resolutionof Directors, and the Trustee 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: (1a) to make provision with respect to the conversion rights of the holders of Notes pursuant to the requirements of Section 15.6; (b) subject to Article IV, to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Notes, any property or assets; (c) to evidence the succession of another corporation to the Company, or successive successions, and the assumption by the successor corporation of the covenants, agreements and obligations of the Company pursuant to Article XII; (d) to add to the covenants of the Company such further covenants, restrictions or conditions for the benefit of the holders of Notes, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions or conditions a default or an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant, restriction or condition such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default; (e) to provide for the issuance under this Indenture of Notes in coupon form (including Notes registerable as to principal only) and to provide for exchangeability of such Notes with the Notes issued hereunder in fully registered form and to make all appropriate changes for such purpose; (f) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture as may be necessary or desirable, and which shall not inconsistent with this Indenture or prejudicial to materially adversely affect the interests of the Holders in any material respect, for the purpose holders of supplying any omission, curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provision; (2) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Note outstanding created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision or such change or elimination is applicable only to Notes issued after the effective date of such change or elimination; (3) to establish the form of Notes of any series as permitted by Section 2.01 hereof or to establish or reflect any terms of any Note of any series determined pursuant to Section 2.05 hereof; (4) to evidence the succession of another corporation to the Company as permitted hereunder, and the assumption by any such successor of the covenants of the Company herein and in the Notes; (5g) to grant to or confer upon the Trustee evidence and provide for the benefit acceptance of the Holders any additional rights, remedies, powers or authority; (6) to permit the Trustee to comply with any duties imposed upon it appointment hereunder by law; (7) to specify further the duties and responsibilities of, and to define further the relationships among, the Trustee, any Authenticating Agent and any paying agent, and to evidence the succession of a successor Trustee as permitted hereunder;with respect to the Notes; or (8) h) to modify, eliminate or add to the covenants provisions of this Indenture to such extent as shall be necessary to effect the Company for qualifications of this Indenture under the benefit of the Holders of one Trust Indenture Act, or more series of Notes, to add to the security for all of the Notes, to surrender a right or power conferred on the Company herein or to add under any Event of Default with respect to one or more series of Notes; and (9) to make any other change that is not prejudicial to the Holders. (b) similar federal statute hereafter enacted. 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 which may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to to, but may in its discretion, enter into any such supplemental indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. (c) . Any supplemental indenture authorized by the provisions of this Section 13.01 11.1 may be executed by the Company and the Trustee without the consent of the Holders holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 13.02 hereof11.2.

Supplemental Indentures Without Consent of Noteholders. (a) The Company, when authorized by a Board Resolution, and the Trustee 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: (1a) to make provision with respect to the conversion rights of the holders of Notes pursuant to the requirements of Section 14.6; (b) subject to Article XV, to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Notes, any property or assets; (c) to evidence the succession of another person to the Company, or successive successions, and the assumption by the Successor Company of the covenants, agreements and obligations of the Company pursuant to Article XI; (d) to add to the covenants of the Company such further covenants, restrictions or conditions as the Board of Directors and the Trustee shall consider to be for the benefit of the holders of Notes and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions or conditions a default or an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided that in respect of any such additional covenant, restriction or condition, such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default; (e) to provide for the issuance under this Indenture of Notes in coupon form (including Notes registrable as to principal only) and to provide for exchangeability of such Notes with the Notes issued hereunder in fully registered form and to make all appropriate changes for such purpose; (f) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture that may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture as may be necessary or desirable, and that shall not inconsistent with this Indenture or prejudicial to adversely affect the interests of the Holders in any material respect, for the purpose holders of supplying any omission, curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provision; (2) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Note outstanding created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision or such change or elimination is applicable only to Notes issued after the effective date of such change or elimination; (3) to establish the form of Notes of any series as permitted by Section 2.01 hereof or to establish or reflect any terms of any Note of any series determined pursuant to Section 2.05 hereof; (4) to evidence the succession of another corporation to the Company as permitted hereunder, and the assumption by any such successor of the covenants of the Company herein and in the Notes; (5g) to grant to or confer upon the Trustee evidence and provide for the benefit acceptance of the Holders any additional rights, remedies, powers or authority; (6) to permit the Trustee to comply with any duties imposed upon it appointment hereunder by law; (7) to specify further the duties and responsibilities of, and to define further the relationships among, the Trustee, any Authenticating Agent and any paying agent, and to evidence the succession of a successor Trustee as permitted hereunder;with respect to the Notes; or (8) h) to modify, eliminate or add to the covenants provisions of this Indenture to such extent necessary to effect the Company for qualification of this Indenture under the benefit of the Holders of one Trust Indenture Act (if applicable), or more series of Notes, to add to the security for all of the Notes, to surrender a right or power conferred on the Company herein or to add under any Event of Default with respect to one or more series of Notes; and similar federal statute hereafter enacted (9) to make any other change that is not prejudicial to the Holders. (b) if applicable). 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 which that may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to to, but may in its discretion, enter into any such supplemental indenture which that affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. (c) . Any supplemental indenture authorized by the provisions of this Section 13.01 10.1 may be executed by the Company and the Trustee without the consent of the Holders holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 13.02 hereof10.2.

Supplemental Indentures Without Consent of Noteholders. (a) The CompanyIssuer and the Guarantor, when authorized by Board Resolutiona resolution of their respective Boards of Directors (which resolution may provide general terms or parameters for such action and may provide that the specific terms of such action may be determined in accordance with or pursuant to an Issuer Order), and the Trustee may may, from time to time and at any time time, enter into an indenture or indentures supplemental hereto for one or more of the following purposes: (1a) subject to make such provision in regard Section 3.6, to matters convey, transfer, assign, mortgage or questions arising under this Indenture as may be necessary or desirable, and not inconsistent with this Indenture or prejudicial pledge to the interests of the Holders in any material respect, Trustee as security for the purpose of supplying Notes any omission, curing any ambiguity, property or curing, correcting or supplementing any defective or inconsistent provisionassets; (2b) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Note outstanding created prior add guarantees with respect to the execution of such supplemental indenture which is entitled to the benefit of such provision or such change or elimination is applicable only to Notes issued after the effective date of such change or eliminationNotes; (3) to establish the form of Notes of any series as permitted by Section 2.01 hereof or to establish or reflect any terms of any Note of any series determined pursuant to Section 2.05 hereof; (4c) to evidence the succession of another corporation to the Company as permitted hereunderIssuer or the Guarantor, or successive successions, and the assumption by any such the successor corporation of the covenants covenants, agreements and obligations of the Company herein and in Issuer or the NotesGuarantor, as applicable pursuant to Article Nine; (5d) to grant to or confer upon the Trustee for the benefit of the Holders any additional rights, remedies, powers or authority; (6) to permit the Trustee to comply with any duties imposed upon it by law; (7) to specify further the duties and responsibilities of, and to define further the relationships among, the Trustee, any Authenticating Agent and any paying agent, and to evidence the succession of a successor Trustee as permitted hereunder; (8) to add to the covenants of the Company Issuer or the Guarantor such further covenants, restrictions, conditions or provisions as the Issuer, the Guarantor and the Trustee shall consider to be for the benefit protection of the Holders of one or more series of the Notes, and to add make the occurrence, or the occurrence and continuance, of a default in complying with any such additional covenant, restriction, condition or provision an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; in respect of any such additional covenant, restriction, condition or provision, such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an Event of Default or may limit the remedies available to the security for all Trustee upon such an Event of Default or may limit the right of the Holders of a majority in aggregate Principal Amount at Maturity of the Notes to waive such an Event of Default; (e) to cure any ambiguity, defect, omission or inconsistency or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions as the Issuer or the Guarantor may deem necessary or desirable, provided that no such action shall adversely affect the interests of the Holders of the Notes; (f) to evidence and provide for the acceptance of appointment hereunder by a successor trustee, to surrender a right or power conferred on the Company herein or to add any Event of Default with respect to one or more series of Notesas provided in Section 6.11; and (9g) to make any other change provide for uncertificated Notes in addition to or in place of certificated Notes; provided, however, that is not prejudicial to the Holders. (buncertificated Notes are issued in registered form for purposes of Section 163(f) of the Internal Revenue Code of 1986, as amended, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Internal Revenue Code of 1986, as amended. The Trustee is hereby authorized to join with the Company Issuer and the Guarantor in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer and assignment transfer, assignment, mortgage or pledge of any property or assets thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. (c) . Any supplemental indenture authorized by the provisions of this Section 13.01 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 13.02 hereof8.2.

Supplemental Indentures Without Consent of Noteholders. (a) The Company, when authorized by Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto hereto, without consent of holders of the Notes, for one or more of the following purposes: (1) to make such provision in regard to matters or questions arising under this Indenture as may be necessary or desirable, and not inconsistent with this Indenture or prejudicial to the interests of the Holders in any material respect, for the purpose of supplying any omission, curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provision; (2) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Note outstanding created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision or such change or elimination is applicable only to Notes issued after the effective date of such change or elimination; (3) to establish the form of Notes of any series as permitted by Section 2.01 hereof or to establish or reflect any terms of any Note of any series determined pursuant to Section 2.05 hereof; (4) to evidence the succession of another corporation to the Company as permitted hereunder, and the assumption by any such successor of the covenants of the Company herein and in the Notes; (5) to grant to or confer upon the Trustee for the benefit of the Holders any additional rights, remedies, powers or authority; (6) to permit the Trustee to comply with any duties imposed upon it by law; (7) to specify further the duties and responsibilities of, and to define further the relationships among, the Trustee, any Authenticating Agent and any paying agent, and to evidence the succession of a successor Trustee as permitted hereunder; (8) to add to the covenants of the Company for the benefit of the Holders of one or more series of Notes, to add to the security for all of the Notes, to surrender a right or power conferred on the Company herein or to add any Event of Default with respect to one or more series of Notes; and (9) to make any other change that is not prejudicial to the Holders. (b) 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 which may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. (c) Any supplemental indenture authorized by this Section 13.01 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 13.02 hereof.

Supplemental Indentures Without Consent of Noteholders. (a) The In addition to any supplemental indenture otherwise authorized by this Indenture, the Company, when authorized by a resolution of its Board Resolutionof Directors (which resolution may provide general terms or parameters for such action and may provide that the specific terms of such action may be determined in accordance with or pursuant to a Company Order), and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto without the consent of the Holders, for one or more of the following purposes: (1) to make such provision in regard to matters or questions arising under this Indenture as may be necessary or desirable, and not inconsistent with this Indenture or prejudicial to the interests of the Holders in any material respect, for the purpose of supplying any omission, curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provision; (2) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Note outstanding created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision or such change or elimination is applicable only to Notes issued after the effective date of such change or elimination; (3) to establish the form of Notes of any series as permitted by Section 2.01 hereof or to establish or reflect any terms of any Note of any series determined pursuant to Section 2.05 hereof; (4i) to evidence the succession of another corporation Person to the Company as permitted hereunderCompany, or successive successions, and the assumption by any such the successor Person of the covenants covenants, agreements and obligations of the Company herein and in the Notespursuant to Article 5; (5ii) to grant to or confer upon the Trustee for the benefit of the Holders any additional rights, remedies, powers or authority; (6) to permit the Trustee to comply with any duties imposed upon it by law; (7) to specify further the duties and responsibilities of, and to define further the relationships among, the Trustee, any Authenticating Agent and any paying agent, and to evidence the succession of a successor Trustee as permitted hereunder; (8) to add to the covenants of the Company or other provisions hereof such further covenants, restrictions, conditions or provisions as the Company shall consider to be for the benefit protection of the Holders of one or more series of the Notes, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, that in respect of any such additional covenant, restriction, condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an Event of Default or may limit the remedies available to the Trustee upon such an Event of Default or may limit the right of the Holders of a majority in aggregate principal amount of the Notes to waive such an Event of Default; (iii) to cure any ambiguity or to correct or supplement any provision contained herein which may be defective or inconsistent with any other provision contained herein, or in the Offering Memorandum with respect to the Notes or to make any other provisions as the Company may deem necessary or desirable with respect to matters or questions arising under this Indenture, provided that no such action shall materially adversely affect the interests of the Holders of the Notes; (iv) to provide for the issuance of Additional Notes; (v) to provide for any guarantee of the Notes by a parent of the Company or to confirm and evidence the release, termination or discharge of any such guarantee of the Notes when such release, termination or discharge is permitted under this Indenture. Notwithstanding anything to the contrary set forth herein, no supplemental indenture entered into pursuant to this clause (v) may contravene the provisions of Section 2.17 or Article 3 of this Indenture; (vi) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Notes and to add to the security for all 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 surrender a right or power conferred on the Company herein or to add any Event requirements of Default with respect to one or more series of NotesSection 7.07; and (9vii) to make any other change changes that is do not prejudicial to materially adversely affect the HoldersHolders of the Notes. (b) 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 which may be therein contained and to accept the conveyance, transfer and assignment transfer, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise. (c) Any supplemental indenture authorized by the provisions of this Section 13.01 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 13.02 hereof9.02.

Supplemental Indentures Without Consent of Noteholders. (a) The Company, when authorized by Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto Supplemental Indenture (which shall conform to the provisions of the Trust Indenture Act of 1939) for one or more of the following purposes: (1a) to evidence the succession of another corporation to the Company, or successive successions, and the assumption by the successor corporation of the covenants, agreements and obligations of the Company pursuant to Article Eleven hereof; (b) to add to the covenants of the Company such further covenants, restrictions, conditions or provisions as its Board of Directors and the Trustee shall consider to be for the protection of the holders of all, or any series of, Notes, and to make the occurrence, or the occurrence and continuance, of a Default in any of such additional covenants, restrictions, conditions or provisions a Default or an Event of Default with respect to Notes of any or all series permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth, with such period of grace, if any, and subject to such conditions as such Supplemental Indenture may provide; (c) to add to or change any of the provisions of this Indenture to provide for the issuance under this Indenture of Notes, whether or not then outstanding, in bearer form, to add, modify or eliminate any restrictions on the payment of principal of Notes in registered form, and to provide for exchangeability of such Notes with Notes issued hereunder and to make all appropriate changes for such purpose to permit or facilitate the issuance of Notes in uncertificated form, provided any such action shall not adversely affect the interests of the holders of Notes of any series in any material respect; (d) to cure any ambiguity or to correct or supplement any provision contained herein or in any Supplemental Indenture which may be defective or inconsistent with any other provision contained herein or in any Supplemental Indenture; or to make such provision other provisions in regard to matters or questions arising under this Indenture as may be necessary or desirable, and shall not inconsistent with this Indenture or prejudicial to adversely affect the interests of the Holders in any material respect, holders of the Notes including provisions necessary or desirable to provide for or facilitate the purpose administration of supplying any omission, curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provisionthe trusts hereunder; (2e) to evidence and provide for the acceptance and appointment hereunder by a successor trustee with respect to the Notes of one or more series and to add or change any provisions 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 7.11; (f) to change or eliminate any of the provisions provision of this Indenture, provided that any such change or elimination (i) shall become effective only when there is no Note outstanding of any series created prior to the execution of such supplemental indenture Supplemental Indenture which is entitled to the benefit of such provision or such change or elimination is applicable only (ii) shall not adversely apply to Notes issued after the effective date of such change or eliminationany Note outstanding; (3g) to establish modify, eliminate or add to the form provisions of this Indenture to such extent as shall be necessary to effect the 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, excluding however, the provisions referred to in Section 316(a)(2) of the Trust Indenture Act or any corresponding provision in any similar Federal statute hereafter enacted; (h) to add to, delete from, or revise the terms of Notes of any series as permitted by Section 2.01 hereof or to establish or reflect 2.01, including, without limitation, any terms relating to the issuance, exchange, registration or transfer of Notes issued in whole or in part in the form of one of more Global Notes and the payment of any Note of any series determined pursuant to Section 2.05 hereofprincipal thereof, or interest (or premium, if any) thereon; (4i) to evidence the succession provide for uncertificated Notes in addition to or in place of another corporation to the Company as permitted hereunder, and the assumption by any such successor of the covenants of the Company herein and in the certificated Notes; (5j) to grant to or confer upon the Trustee provide for the benefit issuance of and establish the form and terms and conditions of the Holders Notes of any additional rightsseries, remediesto establish the form of any certifications required to be furnished pursuant to the terms of this Indenture or any series of Notes, powers or authority; (6) to permit the Trustee to comply with any duties imposed upon it by law; (7) to specify further the duties and responsibilities of, and to define further the relationships among, the Trustee, any Authenticating Agent and any paying agent, and to evidence the succession of a successor Trustee as permitted hereunder; (8) to add to the covenants rights of the Company for the benefit holders of the Holders of one or more any series of Notes, to add to the security for all of the Notes, to surrender a right or power conferred on the Company herein or to add any Event of Default with respect to one or more series of Notes; and (9) to make any other change that is not prejudicial to the Holders. (b) . The Trustee is hereby authorized to join with the Company in the execution of any such supplemental indentureSupplemental Indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer and assignment transfer, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture Supplemental Indenture which adversely affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. (c) . No Supplemental Indenture shall be effective as against the Trustee unless and until the Trustee has duly executed and delivered the same. Any supplemental indenture Supplemental Indenture authorized by the provisions of this Section 13.01 may be executed by the Company and the Trustee without the consent of the Holders holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 13.02 hereof10.02.

Supplemental Indentures Without Consent of Noteholders. (a) The Company, when authorized by Board Resolution, and the Trustee 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: (1) to make such provision in regard to matters or questions arising under this Indenture as may be necessary or desirable, and not inconsistent with this Indenture or prejudicial to the interests of the Holders in any material respect, for the purpose of supplying any omission, curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provision; (2) to change or eliminate any of the provisions of this Indenture, provided PROVIDED that any such change or elimination shall become effective only when there is no Note outstanding created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision or such change or elimination is applicable only to Notes issued after the effective date of such change or elimination; (3) to establish the form of Notes of any series as permitted by Section 2.01 hereof or to establish or reflect any terms of any Note of any series determined pursuant to Section 2.05 hereof; (4) to evidence the succession of another corporation to the Company as permitted hereunder, and the assumption by any such successor of the covenants of the Company herein and in the Notes; (5) to grant to or confer upon the Trustee for the benefit of the Holders any additional rights, remedies, powers or authority; (6) to permit the Trustee to comply with any duties imposed upon it by law; (7) to specify further the duties and responsibilities of, and to define further the relationships among, the Trustee, any Authenticating Agent and any paying agent, and to evidence the succession of a successor Trustee as permitted hereunder; (8) to add to the covenants of the Company for the benefit of the Holders of one or more series of Notes, to add to the security for all of the Notes, to surrender a right or power conferred on the Company herein or to add any Event of Default with respect to one or more series of Notes; (9) to add provisions permitting the Company to be released with respect to one or more series of outstanding Notes from its obligations under Sections 6.07, 6.08 or Article XII (and providing that no Event of Default shall be deemed to have occurred as a result of the Company's noncompliance with such obligations) if the Company makes the deposit of cash and/or U.S. Government obligations with respect to such series of Notes required by Section 5.01 and otherwise complies with the requirements of such Section (except that the opinion of counsel referred to in Section 5.01(a)(3) need not be based on an External Tax Pronouncement); (10) to comply with the Company's obligations under Section 6.07; and (911) to make any other change that is not prejudicial to the Holders. (b) 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 which may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. (c) Any supplemental indenture authorized by this Section 13.01 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 13.02 hereof.

Supplemental Indentures Without Consent of Noteholders. (a) The Company, when authorized by a Board Resolution, and the Trustee 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: (1a) to make provision with respect to the conversion rights of the holders of Notes pursuant to the requirements of Section 14.6; (b) subject to Article XV, to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Notes, any property or assets; (c) to evidence the succession of another person to the Company, or successive successions, and the assumption by the Successor Company of the covenants, agreements and obligations of the Company pursuant to Article XI; (d) to add to the covenants of the Company such further covenants, restrictions or conditions as the Board of Directors and the Trustee shall consider to be for the benefit of the holders of Notes and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions or conditions a default or an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided that in respect of any such additional covenant, restriction or condition, such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default; (e) to provide for the issuance under this Indenture of Notes in coupon form (including Notes registrable as to principal only) and to provide for exchangeability of such Notes with the Notes issued hereunder in fully registered form and to make all appropriate changes for such purpose; (f) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture that may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture as may be necessary or desirable, and that shall not inconsistent with this Indenture or prejudicial to adversely affect the interests of the Holders in any material respect, for the purpose holders of supplying any omission, curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provision; (2) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Note outstanding created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision or such change or elimination is applicable only to Notes issued after the effective date of such change or elimination; (3) to establish the form of Notes of any series as permitted by Section 2.01 hereof or to establish or reflect any terms of any Note of any series determined pursuant to Section 2.05 hereof; (4) to evidence the succession of another corporation to the Company as permitted hereunder, and the assumption by any such successor of the covenants of the Company herein and in the Notes; (5g) to grant to or confer upon the Trustee evidence and provide for the benefit acceptance of the Holders any additional rights, remedies, powers or authority; (6) to permit the Trustee to comply with any duties imposed upon it appointment hereunder by law; (7) to specify further the duties and responsibilities of, and to define further the relationships among, the Trustee, any Authenticating Agent and any paying agent, and to evidence the succession of a successor Trustee as permitted hereunder;with respect to the Notes; or (8) h) to modify, eliminate or add to the covenants provisions of this Indenture to such extent necessary to effect the Company for qualification of this Indenture under the benefit of the Holders of one Trust Indenture Act (if applicable), or more series of Notes, to add to the security for all of the Notes, to surrender a right or power conferred on the Company herein or to add under any Event of Default with respect to one or more series of Notessimilar federal statute hereafter enacted (if applicable); andor (9i) to make any other change that is not prejudicial amend the transfer procedures or restrictions pursuant to the Holders. (b) Section 2.5. 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 which that may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to to, but may in its discretion, enter into any such supplemental indenture which that affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. (c) . Any supplemental indenture authorized by the provisions of this Section 13.01 10.1 may be executed by the Company and the Trustee without the consent of the Holders holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 13.02 hereof10.2.

Supplemental Indentures Without Consent of Noteholders. (a) The Company, when authorized by the resolutions of the Board Resolutionof Directors, and the Trustee 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: (1a) to make provision with respect to the conversion rights of the holders of Notes pursuant to the requirements of Section 15.6; (b) subject to Article IV, to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Notes, any property or assets; (c) to evidence the succession of another corporation to the Company, or successive successions, and the assumption by the successor corporation of the covenants, agreements and obligations of the Company pursuant to Article XII; (d) to add to the covenants of the Company such further covenants, restrictions or conditions for the benefit of the holders of Notes, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions or conditions a default or an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant, restriction or condition such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default; (e) to provide for the issuance under this Indenture of Notes in coupon form (including Notes registrable as to principal only) and to provide for exchangeability of such Notes with the Notes issued hereunder in fully registered form and to make all appropriate changes for such purpose; (f) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture as may be necessary or desirable, and which shall not inconsistent with this Indenture or prejudicial to materially adversely affect the interests of the Holders in any material respect, for the purpose holders of supplying any omission, curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provision; (2) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Note outstanding created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision or such change or elimination is applicable only to Notes issued after the effective date of such change or elimination; (3) to establish the form of Notes of any series as permitted by Section 2.01 hereof or to establish or reflect any terms of any Note of any series determined pursuant to Section 2.05 hereof; (4) to evidence the succession of another corporation to the Company as permitted hereunder, and the assumption by any such successor of the covenants of the Company herein and in the Notes; (5) to grant to or confer upon the Trustee for the benefit of the Holders any additional rights, remedies, powers or authority; (6) to permit the Trustee to comply with any duties imposed upon it by law; (7) to specify further the duties and responsibilities of, and to define further the relationships among, the Trustee, any Authenticating Agent and any paying agent, and to evidence the succession of a successor Trustee as permitted hereunder; (8) to add to the covenants of the Company for the benefit of the Holders of one or more series of Notes, to add to the security for all of the Notes, to surrender a right or power conferred on the Company herein or to add any Event of Default with respect to one or more series of Notes; and (9) to make any other change that is not prejudicial to the Holders. (b) 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 which may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. (c) Any supplemental indenture authorized by this Section 13.01 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 13.02 hereof.

Supplemental Indentures Without Consent of Noteholders. (a) The Company, when authorized by Board Resolutionat the Company’s expense, and the Trustee may may, from time to time and at any time time, enter into an indenture or indentures supplemental hereto for one or more of the following purposespurposes to: (1a) to make such provision in regard to matters cure any ambiguity, omission, defect or questions arising under this Indenture as may be necessary or desirable, and inconsistency that does not inconsistent with this Indenture or prejudicial to the interests of the adversely affect Holders in any material respect, for the purpose of supplying any omission, curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provision; (2b) to change or eliminate any provide for the assumption by a Successor Company of the provisions obligations of this the Company under the Indenture, provided that any such change or elimination shall become effective only when there is no Note outstanding created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision or such change or elimination is applicable only to Notes issued after the effective date of such change or elimination; (3c) to establish increase the form Conversion Rate of Notes of any series as permitted by Section 2.01 hereof or to establish or reflect any terms of any Note of any series determined pursuant to Section 2.05 hereof; (4) to evidence the succession of another corporation to the Company as permitted hereunder, and the assumption by any such successor of the covenants of the Company herein and in the Notes; (5d) add guarantees or additional obligors with respect to grant to or confer upon the Trustee for the benefit of the Holders any additional rights, remedies, powers or authorityNotes; (6e) to permit secure the Trustee to comply with any duties imposed upon it by lawNotes; (7f) to specify further the duties and responsibilities of, and to define further the relationships among, the Trustee, any Authenticating Agent and any paying agent, and to evidence the succession of a successor Trustee as permitted hereunder; (8) to add to the covenants of the Company for the benefit of the Holders of one or more series of Notes, to add to the security for all of the Notes, to surrender a any right or power conferred on upon the Company herein Company; (g) make any change that does not adversely affect the rights of any Holder in any material aspects; (h) conform the provisions of the Indenture and the form or terms of the Notes to the section entitled “Description of notes” as set forth in the Offering Memorandum; (i) add any Event additional Events of Default Default; (j) comply with respect the requirements of the Commission or any applicable securities depositary or stock exchange on which the Common Stock may be listed; (k) provide for uncertificated Notes in addition to one or more series in place of certificated Notes; (l) make any amendment to the provisions of the Indenture relating to the transfer and legending of Notes; and provided, however, that (9a) to make compliance with the Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any other change that is not prejudicial to the Holders. applicable securities law and (b) The such amendment does not materially and adversely affect the rights of Holders to transfer Notes; or (m) evidence and provide the acceptance of the appointment of a successor Trustee under the Indenture. 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 which that may be therein contained and to accept the conveyance, transfer and assignment of any property thereundercontained, but the Trustee shall not be obligated to to, but may in its discretion, enter into any such supplemental indenture which that affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise. (c) . Any supplemental indenture authorized by the provisions of this Section 13.01 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 13.02 hereof11.02.

Supplemental Indentures Without Consent of Noteholders. (a) The Company, when authorized by the resolutions of the Board Resolutionof Directors, and the Trustee 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: (1a) to make provision with respect to the conversion rights of the holders of Notes pursuant to the requirements of Section 15.6; (b) subject to Article IV, to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Notes, any property or assets; (c) to evidence the succession of another corporation to the Company, or successive successions, and the assumption by the successor corporation of the covenants, agreements and obligations of the Company pursuant to Article XII; (d) to add to the covenants of the Company such further covenants, restrictions or conditions as the Board of Directors and the Trustee shall consider to be for the benefit of the holders of Notes, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions or conditions a default or an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; PROVIDED, HOWEVER, that in respect of any such additional covenant, restriction or condition such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default; (e) to provide for the issuance under this Indenture of Notes in coupon form (including Notes registrable as to principal only) and to provide for exchangeability of such Notes with the Notes issued hereunder in fully registered form and to make all appropriate changes for such purpose; (f) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture as may be necessary or desirable, and which shall not inconsistent with this Indenture or prejudicial to materially adversely affect the interests of the Holders in any material respect, for the purpose holders of supplying any omission, curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provision; (2) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Note outstanding created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision or such change or elimination is applicable only to Notes issued after the effective date of such change or elimination; (3) to establish the form of Notes of any series as permitted by Section 2.01 hereof or to establish or reflect any terms of any Note of any series determined pursuant to Section 2.05 hereof; (4) to evidence the succession of another corporation to the Company as permitted hereunder, and the assumption by any such successor of the covenants of the Company herein and in the Notes; (5g) to grant to or confer upon the Trustee evidence and provide for the benefit acceptance of the Holders any additional rights, remedies, powers or authority; (6) to permit the Trustee to comply with any duties imposed upon it appointment hereunder by law; (7) to specify further the duties and responsibilities of, and to define further the relationships among, the Trustee, any Authenticating Agent and any paying agent, and to evidence the succession of a successor Trustee as permitted hereunder;with respect to the Notes; or (8) h) to modify, eliminate or add to the covenants provisions of this Indenture to such extent as shall be necessary to effect the qualifications of this Indenture under the Trust Indenture Act, or under any similar federal statute hereafter enacted. Upon the request of the Company for the benefit Company, accompanied by a copy of the Holders of one or more series of Notes, to add to the security for all resolutions of the NotesBoard of Directors certified by its Secretary or Assistant Secretary authorizing the execution of any such supplemental indenture, to surrender a right or power conferred on the Company herein or to add any Event of Default with respect to one or more series of Notes; and (9) to make any other change that is not prejudicial to the Holders. (b) The Trustee is hereby authorized to shall join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to to, but may in its discretion, enter into any such supplemental indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. (c) . Any supplemental indenture authorized by the provisions of this Section 13.01 11.1 may be executed by the Company and the Trustee without the consent of the Holders holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 13.02 hereof11.2.

Supplemental Indentures Without Consent of Noteholders. (a) The ------------------------------------------------------ Company, when authorized by the resolutions of the Board Resolutionof Directors, and the Trustee 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: (1a) to make provision with respect to the conversion rights of the holders of Notes pursuant to the requirements of Section 15.6; (b) subject to Article IV, to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Notes, any property or assets; (c) to evidence the succession of another corporation to the Company, or successive successions, and the assumption by the successor corporation of the covenants, agreements and obligations of the Company pursuant to Article XII ; (d) to add to the covenants of the Company such further covenants, restrictions or conditions for the benefit of the holders of Notes, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions or conditions a default or an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, however, that in -------- ------- respect of any such additional covenant, restriction or condition such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default; (e) to provide for the issuance under this Indenture of Notes in coupon form (including Notes registrable as to principal only) and to provide for exchangeability of such Notes with the Notes issued hereunder in fully registered form and to make all appropriate changes for such purpose; (f) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture as may be necessary or desirable, and which shall not inconsistent with this Indenture or prejudicial to materially adversely affect the interests of the Holders in any material respect, for the purpose holders of supplying any omission, curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provision; (2) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Note outstanding created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision or such change or elimination is applicable only to Notes issued after the effective date of such change or elimination; (3) to establish the form of Notes of any series as permitted by Section 2.01 hereof or to establish or reflect any terms of any Note of any series determined pursuant to Section 2.05 hereof; (4) to evidence the succession of another corporation to the Company as permitted hereunder, and the assumption by any such successor of the covenants of the Company herein and in the Notes; (5g) to grant to or confer upon the Trustee evidence and provide for the benefit acceptance of the Holders any additional rights, remedies, powers or authority; (6) to permit the Trustee to comply with any duties imposed upon it appointment hereunder by law; (7) to specify further the duties and responsibilities of, and to define further the relationships among, the Trustee, any Authenticating Agent and any paying agent, and to evidence the succession of a successor Trustee as permitted hereunder;with respect to the Notes; or (8) h) to modify, eliminate or add to the covenants provisions of this Indenture to such extent as shall be necessary to effect the Company for qualifications of this Indenture under the benefit of the Holders of one Trust Indenture Act, or more series of Notes, to add to the security for all of the Notes, to surrender a right or power conferred on the Company herein or to add under any Event of Default with respect to one or more series of Notes; and (9) to make any other change that is not prejudicial to the Holders. (b) similar federal statute hereafter enacted. 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 which may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to to, but may in its discretion, enter into any such supplemental indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. (c) . Any supplemental indenture authorized by the provisions of this Section 13.01 11.1 may be executed by the Company and the Trustee without the consent of the Holders holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 13.02 hereof11.2.

Supplemental Indentures Without Consent of Noteholders. (a) The Company, when authorized by the resolutions of its Board Resolutionof Directors, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of execution of such supplemental indenture) for one or more of the following purposes: (1a) to evidence the succession of another corporation to the Company, or successive successions, and the assumption by the successor corporation of the covenants, agreements and obligations of the Company pursuant to Article Ten hereof; (b) to add to the covenants of the Company such further covenants, restrictions, conditions or provisions as the Board of Directors of the Company and the Trustee shall consider to be for the protection of the Holders of Notes, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions, conditions or provisions a default or an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture; provided, however, that in respect of any such additional covenant, restriction, condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the holders of a majority in aggregate Principal amount of the Notes to waive such default; (c) to comply with any requirement of the SEC in order to effect and maintain the qualification of this Indenture under the Trust Indenture Act; and (d) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, to convey, transfer, assign, mortgage or pledge any property to or with the Trustee or to make such provision other provisions in regard to matters or questions arising under this Indenture as may be necessary or desirable, and shall not inconsistent with this Indenture or prejudicial to adversely affect the interests of the Holders in any material respect, for the purpose of supplying any omission, curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provision; (2) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Note outstanding created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision or such change or elimination is applicable only to Notes issued after the effective date of such change or elimination; (3) to establish the form of Notes of any series as permitted by Section 2.01 hereof or to establish or reflect any terms of any Note of any series determined pursuant to Section 2.05 hereof; (4) to evidence the succession of another corporation to the Company as permitted hereunder, and the assumption by any such successor of the covenants of the Company herein and in the Notes; (5) to grant to or confer upon the Trustee for the benefit of the Holders any additional rights, remedies, powers or authority; (6) to permit the Trustee to comply with any duties imposed upon it by law; (7) to specify further the duties and responsibilities of, and to define further the relationships among, the Trustee, any Authenticating Agent and any paying agent, and to evidence the succession of a successor Trustee as permitted hereunder; (8) to add to the covenants of the Company for the benefit of the Holders of one or more series of Notes, to add to the security for all of the Notes, to surrender a right or power conferred on the Company herein or to add any Event of Default with respect to one or more series of Notes; and (9) to make any other change that is not prejudicial to the Holders. (b) . 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 which may be therein contained and to accept the conveyance, transfer and assignment transfer, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. (c) . Any supplemental indenture authorized by the provisions of this Section 13.01 9.1 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 13.02 hereof.

Supplemental Indentures Without Consent of Noteholders. (a) The In addition to any supplemental indenture otherwise authorized by this Indenture, the Company, when authorized by a Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto hereto, without the consent of the Noteholders, for one or more of the following purposes: (1) to make such provision in regard to matters or questions arising under this Indenture as may be necessary or desirable, and not inconsistent with this Indenture or prejudicial to the interests of the Holders in any material respect, for the purpose of supplying any omission, curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provision; (2) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Note outstanding created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision or such change or elimination is applicable only to Notes issued after the effective date of such change or elimination; (3) to establish the form of Notes of any series as permitted by Section 2.01 hereof or to establish or reflect any terms of any Note of any series determined pursuant to Section 2.05 hereof; (4a) to evidence the succession of another corporation to the Company as permitted hereunderCompany, and the assumption by any such successor of the covenants of the Company contained herein and in or otherwise established with respect to the Notes; (5b) to grant evidence the assignment by the Company of its rights and obligations under this Indenture to, and the assumption thereof by, NOARK or any of its Subsidiaries, pursuant to or confer upon and in accordance with the Trustee for the benefit provisions of the Holders any additional rights, remedies, powers or authorityArticle XII; (6c) to permit the Trustee to comply with any duties imposed upon it by law; (7) to specify further the duties and responsibilities of, and to define further the relationships among, the Trustee, any Authenticating Agent and any paying agent, and to evidence the succession of a successor Trustee as permitted hereunder; (8) to add to the covenants of the Company such further covenants, restrictions, conditions or provisions for the benefit protection of the Holders holders of one or more series the Notes as the Governing Body of the Company and the Trustee shall consider to be for the protection of the holders of Notes, and to add make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions, conditions or provisions a default or an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant, restriction, condition or provision, such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults), may provide for an immediate enforcement upon such default or may limit the remedies available to the security for all Trustee upon such default or may limit the right of the holders of a majority in aggregate principal amount of the Notes Outstanding to waive such default; (d) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture as shall not be inconsistent with the provisions of this Indenture and shall not adversely affect the interests of the holders of the Notes, to surrender a right or power conferred on the Company herein or to add any Event of Default with respect to one or more series of Notes; and; (9e) to make modify or supplement this Indenture or any indenture supplemental hereto in such manner as to permit the qualification thereof under the Trust Indenture Act or any other similar Federal statute hereafter in effect; or (f) to modify the restrictions on and procedures for resales and other transfers of the Notes to reflect any change that is not prejudicial in applicable law or regulation (or the interpretation thereof) or in practices relating to the Holders. (b) resale or other transfer of restricted securities generally. The Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, and to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer and assignment of any property thereundercontained, but the Trustee shall not be obligated to enter into any such supplemental indenture which affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise. (c) . Any supplemental indenture authorized by the provisions of this Section 13.01 may be executed by the Company and the Trustee without the consent of the Holders holders of any of the Notes at the time outstandingOutstanding, notwithstanding any of the provisions of Section 13.02 hereof9.2. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Trustee shall transmit by mail, first-class postage prepaid, a notice, setting forth in general terms the substance of such supplemental indenture, to the Noteholders as their names and addresses appear upon the Note Register. Any failure of the Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures Without Consent of Noteholders. (a) The Company, when authorized by a resolution of its Board Resolutionof Directors, and the Trustee 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: (1a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Notes any property or assets; (b) to evidence the succession of another corporation to the Company, or successive successions, and the assumption by the successor corporation of the covenants, agreements and obligations of the Company pursuant to ARTICLE 8 hereof; (c) to add to the covenants of the Company such further covenants, restrictions, conditions or provisions as the Board of Directors shall consider to be for the protection of the Holders of Notes, and to make the occurrence, or the occurrence and continuance of a Default in any such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; PROVIDED that in respect of any such additional covenant, restriction, condition or provision, such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other Defaults) or may provide for immediate enforcement upon such an Event of Default or may limit the remedies available to the Trustee due solely to such an Event of Default or may limit the right of the Holders of a majority in aggregate principal amount of the Notes to waive such an Event of Default; (d) to cure any ambiguity or to cure, correct or supplement any defective provision contained herein or in the Notes, or to make such provision other provisions in regard to matters or questions arising under this Indenture or under any supplemental indenture as the Board of Directors may be deem necessary or desirable, and in any case which the Trustee and the Company shall determine (i) are not inconsistent with this Indenture or prejudicial to and the Notes and (ii) shall not adversely affect the interests of the Holders in any material respect, for the purpose of supplying any omission, curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provision; (2) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Note outstanding created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision or such change or elimination is applicable only to Notes issued after the effective date of such change or elimination; (3) to establish the form of Notes of any series as permitted by Section 2.01 hereof or to establish or reflect any terms of any Note of any series determined pursuant to Section 2.05 hereof; (4) to evidence the succession of another corporation to the Company as permitted hereunder, and the assumption by any such successor of the covenants of the Company herein and in the Notes; (5e) to grant to modify or confer upon the Trustee for the benefit of the Holders supplement this Indenture or any additional rights, remedies, powers or authority; (6) indenture supplemental hereto in such manner as to permit the Trustee to comply with qualification thereof under the TIA or any duties imposed upon it by law; (7) to specify further the duties and responsibilities of, and to define further the relationships among, the Trustee, any Authenticating Agent and any paying agent, and to evidence the succession of a successor Trustee as permitted hereunder; (8) to add to the covenants of the Company for the benefit of the Holders of one or more series of Notes, to add to the security for all of the Notes, to surrender a right or power conferred on the Company herein or to add any Event of Default with respect to one or more series of Notesother similar federal statute hereafter in effect; and (9f) to make any other change that is not prejudicial permit or facilitate the issuance of a series of Notes pursuant to the Holders. (b) provisions hereof. The Trustee is hereby authorized to join with the Company in the execution of any such supplemental indentureIndenture, to make any further appropriate agreements and stipulations which that may be therein contained continued and to accept the conveyance, transfer and assignment transfer, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which that affects the Trustee's own rights, duties duties, indemnities or immunities under this Indenture or otherwise. (c) . Any supplemental indenture authorized by the provisions of this Section 13.01 SECTION 7.1 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 13.02 SECTION 7.2 hereof.

Supplemental Indentures Without Consent of Noteholders. (a) The ------------------------------------------------------ Company, when authorized by the resolutions of the Board Resolutionof Directors, and the Trustee may may, from time to time time, and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes: (1a) make provision with respect to the conversion rights of the holders of Notes pursuant to the requirements of Section 15.6 or Section 15.7 and the redemption obligations of the Company pursuant to the requirements of Section 3.5(e) or Section 15.7 and to make any other modifications permitted or required by 15.7. (b) subject to Article Four, to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Notes, any property or assets; (c) to evidence the succession of another Person to the Company, or successive successions, and the assumption by the successor Person of the covenants, agreements and obligations of the Company pursuant to Article Twelve; (d) to add to the covenants of the Company such further covenants, restrictions or conditions as the Board of Directors and the Trustee shall consider to be for the benefit of the holders of Notes, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions or conditions a default or an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant, restriction or condition, such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default; (e) to provide for the issuance under this Indenture of Notes in coupon form (including Notes registrable as to principal only) and to provide for exchangeability of such Notes with the Notes issued hereunder in fully registered form and to make all appropriate changes for such purpose; (f) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture that may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such provision other provisions in regard to matters or questions arising under this Indenture as may be necessary or desirable, and that shall not inconsistent with this Indenture or prejudicial to materially adversely affect the interests of the Holders in any material respect, for the purpose holders of supplying any omission, curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provision; (2) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Note outstanding created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision or such change or elimination is applicable only to Notes issued after the effective date of such change or elimination; (3) to establish the form of Notes of any series as permitted by Section 2.01 hereof or to establish or reflect any terms of any Note of any series determined pursuant to Section 2.05 hereof; (4) to evidence the succession of another corporation to the Company as permitted hereunder, and the assumption by any such successor of the covenants of the Company herein and in the Notes; (5g) to grant to or confer upon the Trustee evidence and provide for the benefit acceptance of the Holders any additional rights, remedies, powers or authority; (6) to permit the Trustee to comply with any duties imposed upon it appointment hereunder by law; (7) to specify further the duties and responsibilities of, and to define further the relationships among, the Trustee, any Authenticating Agent and any paying agent, and to evidence the succession of a successor Trustee as permitted hereunder;with respect to the Notes; or (8) h) to modify, eliminate or add to the covenants provisions of this Indenture to such extent as shall be necessary to effect the qualifications of this Indenture under the Trust Indenture Act, or under any similar federal statute hereafter enacted. Upon the written request of the Company for the benefit Company, accompanied by a copy of the Holders of one or more series of Notes, to add to the security for all resolutions of the NotesBoard of Directors certified by its Secretary or Assistant Secretary authorizing the execution of any supplemental indenture, to surrender a right or power conferred on the Company herein or to add any Event of Default with respect to one or more series of Notes; and (9) to make any other change that is not prejudicial to the Holders. (b) 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 which that may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to to, but may in its discretion, enter into any such supplemental indenture which that affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. (c) . Any supplemental indenture authorized by the provisions of this Section 13.01 11.1 may be executed by the Company and the Trustee without the consent of the Holders holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 13.02 hereof11.2. Notwithstanding any other provision of the Indenture or the Notes, the Registration Rights Agreement and the obligation to pay Liquidated Damages thereunder may be amended, modified or waived in accordance with the provisions of the Registration Rights Agreement.

Supplemental Indentures Without Consent of Noteholders. (a) The Company, when authorized by the resolutions of the Board Resolutionof Directors, and the Trustee may may, from time to time time, and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes: (1a) make provision with respect to the conversion rights of the holders of Notes pursuant to the requirements of Section 15.06; (b) subject to Article 4, to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Notes, any property or assets; (c) to evidence the succession of another Person to the Company, or successive successions, and the assumption by the successor Person of the covenants, agreements and obligations of the Company pursuant to Article 12; (d) to add to the covenants of the Company such further covenants, restrictions or conditions as the Board of Directors and the Trustee shall consider to be for the benefit of the holders of Notes, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions or conditions a default or an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant, restriction or condition, such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default; (e) to provide for the issuance under this Indenture of Notes in coupon form (including Notes registrable as to principal only) and to provide for exchangeability of such Notes with the Notes issued hereunder in fully registered form and to make all appropriate changes for such purpose; (f) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture that may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, provided that such modification or amendment does not, in the good faith opinion of the Company's Board of Directors and the Trustee materially adversely affect the interests of the holders of the Notes; (g) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Notes; (h) to decrease the Conversion Price, provided that the decrease will not adversely affect the interests of the holders of the Notes; (i) to make any changes or modifications necessary in connection with registration of the Notes under the Securities Act as contemplated in the Registration Rights Agreement; provided that such change or modification does not, in the good faith opinion of the Company's Board of Directors and the Trustee, materially adversely affect the interests of the holders of the Notes; (j) to surrender any right or power confined upon the Company; (k) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect or maintain the qualifications of this Indenture under the Trust Indenture Act, or under any similar federal statute hereafter enacted; or (l) to make such provision other provisions in regard to matters or questions arising under this Indenture as may be that the Company and the Trustee deem necessary or desirable, and advisable and that shall not inconsistent with this Indenture or prejudicial to materially adversely affect the interests of the Holders in any material respect, for the purpose of supplying any omission, curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provision; (2) to change or eliminate any holders of the provisions Notes. Upon the written request of this Indenturethe Company, provided that any such change accompanied by a copy of the resolutions of the Board of Directors certified by its Secretary or elimination shall become effective only when there is no Note outstanding created prior to Assistant Secretary authorizing the execution of such any supplemental indenture which is entitled to the benefit of such provision or such change or elimination is applicable only to Notes issued after the effective date of such change or elimination; (3) to establish the form of Notes of any series as permitted by Section 2.01 hereof or to establish or reflect any terms of any Note of any series determined pursuant to Section 2.05 hereof; (4) to evidence the succession of another corporation to the Company as permitted hereunder, and the assumption by any such successor of the covenants of the Company herein and in the Notes; (5) to grant to or confer upon the Trustee for the benefit of the Holders any additional rights, remedies, powers or authority; (6) to permit the Trustee to comply with any duties imposed upon it by law; (7) to specify further the duties and responsibilities of, and to define further the relationships amongindenture, the Trustee, any Authenticating Agent and any paying agent, and to evidence the succession of a successor Trustee as permitted hereunder; (8) to add to the covenants of the Company for the benefit of the Holders of one or more series of Notes, to add to the security for all of the Notes, to surrender a right or power conferred on the Company herein or to add any Event of Default with respect to one or more series of Notes; and (9) to make any other change that is not prejudicial to the Holders. (b) 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 which that may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to to, but may in its discretion, enter into any such supplemental indenture which that affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. (c) . Any supplemental indenture authorized by the provisions of this Section 13.01 11.01 may be executed by the Company and the Trustee without the consent of the Holders holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 13.02 hereof11.02. Notwithstanding any other provision of the Indenture or the Notes, the Registration Rights Agreement and the obligation to pay Liquidated Damages thereunder may be amended, modified or waived in accordance with the provisions of the Registration Rights Agreement.

Supplemental Indentures Without Consent of Noteholders. (a) The Company, when authorized by a Board Resolution, and the Trustee 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: (1a) to make provision with respect to the conversion rights of the holders of Notes pursuant to the requirements of Section 14.6; (b) subject to Article XV, to convey, transfer, assign, mortgage or pledge to the Trustee, as security for the Notes, any property or assets; (c) to evidence the succession of another person to the Company, or successive successions, and the assumption by the Successor Company of the covenants, agreements and obligations of the Company pursuant to Article XI; (d) to add to the covenants of the Company such further covenants, restrictions or conditions as the Board of Directors and the Trustee shall consider to be for the benefit of the holders of Notes and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions or conditions a default or an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture; PROVIDED that in respect of any such additional covenant, restriction or condition, such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default; (e) to provide for the issuance under this Indenture of Notes in coupon form (including Notes registrable as to principal only) and to provide for exchangeability of such Notes with the Notes issued hereunder in fully registered form and to make all appropriate changes for such purpose; (f) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture that may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture as may be necessary or desirable, and that shall not inconsistent with this Indenture or prejudicial to adversely affect the interests of the Holders in any material respect, for the purpose holders of supplying any omission, curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provision; (2) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Note outstanding created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision or such change or elimination is applicable only to Notes issued after the effective date of such change or elimination; (3) to establish the form of Notes of any series as permitted by Section 2.01 hereof or to establish or reflect any terms of any Note of any series determined pursuant to Section 2.05 hereof; (4) to evidence the succession of another corporation to the Company as permitted hereunder, and the assumption by any such successor of the covenants of the Company herein and in the Notes; (5g) to grant to or confer upon the Trustee evidence and provide for the benefit acceptance of the Holders any additional rights, remedies, powers or authority; (6) to permit the Trustee to comply with any duties imposed upon it appointment hereunder by law; (7) to specify further the duties and responsibilities of, and to define further the relationships among, the Trustee, any Authenticating Agent and any paying agent, and to evidence the succession of a successor Trustee as permitted hereunder;with respect to the Notes; or (8) h) to modify, eliminate or add to the covenants provisions of this Indenture to such extent necessary to effect the Company for qualification of this Indenture under the benefit of the Holders of one Trust Indenture Act (if applicable), or more series of Notes, to add to the security for all of the Notes, to surrender a right or power conferred on the Company herein or to add under any Event of Default with respect to one or more series of Notes; and similar federal statute hereafter enacted (9) to make any other change that is not prejudicial to the Holders. (b) if applicable). 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 which that may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to to, but may in its discretion, enter into any such supplemental indenture which that affects the Trustee's own rights, duties duties, protections, privileges, liabilities or immunities under this Indenture or otherwise. (c) . Any supplemental indenture authorized by the provisions of this Section 13.01 10.1 may be executed by the Company and the Trustee without the consent of the Holders holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 13.02 hereof10.2.

Supplemental Indentures Without Consent of Noteholders. (a) The Company, when authorized by Board Resolution, and the Trustee 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: (1) to make such provision in regard to matters or questions arising under this Indenture as may be necessary or desirable, and not inconsistent with this Indenture or prejudicial to the interests of the Holders in any material respect, for the purpose of supplying any omission, curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provision; (2) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Note outstanding created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision or such change or elimination is applicable only to Notes issued after the effective date of such change or elimination; (3) to establish the form of Notes of any series as permitted by Section 2.01 hereof or to establish or reflect any terms of any Note of any series determined pursuant to Section 2.05 hereof; (4) to evidence the succession of another corporation to the Company as permitted hereunderCompany, and the assumption by any such successor of the covenants of the Company herein and in the Notes; (5) to grant to or confer upon the Trustee for the benefit of the Holders any additional rights, remedies, powers or authority; (6) to permit the Trustee to comply with any duties imposed upon it by law; (7) to specify further the duties and responsibilities of, and to define further the relationships among, among the Trustee, any Authenticating Agent and any paying agent, and to evidence the succession of a successor Trustee as permitted hereunder; (8) to add to the covenants of the Company for the benefit of the Holders of one or more series of NotesHolders, to add to the security for all of the Notes, Notes or to surrender a right or power conferred on the Company herein or to add any Event of Default with respect to one or more series of Notesherein; and (9) to make any other change that is not prejudicial to the Trustee or the Holders. (b) 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 which may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. (c) Any supplemental indenture authorized by this Section 13.01 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 13.02 hereof13.02.

Supplemental Indentures Without Consent of Noteholders. (a) The Company, when authorized by Board Resolutionat the Company’s expense, and the Trustee may may, from time to time and at any time enter into an indenture time, amend this Indenture, the Notes, the Note Guarantees or indentures supplemental hereto for one or more of the following purposesany Security Documents to: (1a) to make such provision in regard to matters cure any ambiguity, omission, defect or questions arising under this Indenture as may be necessary or desirable, and inconsistency that does not inconsistent with this Indenture or prejudicial to the interests of the adversely affect Holders in any material respect, for the purpose of supplying any omission, curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provision; (2b) to change or eliminate any provide for the assumption by a Successor Company of the provisions obligations of this the Company under the Indenture, provided that any such change or elimination shall become effective only when there is no Note outstanding created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision or such change or elimination is applicable only to Notes issued after the effective date of such change or elimination; (3c) to establish increase the form Conversion Rate of Notes of any series as permitted by Section 2.01 hereof or to establish or reflect any terms of any Note of any series determined pursuant to Section 2.05 hereof; (4) to evidence the succession of another corporation to the Company as permitted hereunder, and the assumption by any such successor of the covenants of the Company herein and in the Notes; (5d) add guarantees or additional obligors with respect to grant to or confer upon the Trustee for the benefit of the Holders any additional rights, remedies, powers or authorityNotes; (6e) to permit the Trustee to comply with any duties imposed upon it by law; (7) to specify further the duties and responsibilities of, and to define further the relationships among, the Trustee, any Authenticating Agent and any paying agent, and to evidence the succession of a successor Trustee as permitted hereunder; (8) to add to the covenants of the Company for the benefit of the Holders of one or more series of Notes, to add to the security for all of the Notes, to surrender a any right or power conferred on upon the Company; (f) make any change that does not adversely affect the rights of any Holder in any material aspects; (g) conform the provisions of this Indenture and the form or terms of the Notes to any provision of the section entitled “Description of the Notes” as set forth in the Exchange Offer Document to the extent that such provision in the “Description of the Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Note Guarantees, the Security Documents or the Notes, which intent shall be evidenced by an Officers’ Certificate of the Company herein or to that effect; (h) add any Event additional Events of Default Default; (i) comply with the requirements of the Commission or any applicable securities depositary or stock exchange on which the Common Stock may be listed; (j) provide for uncertificated Notes in addition to or in place of certificated Notes; (k) make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes; provided, however, that (a) 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 (b) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (l) to allow any Guarantor to execute a supplemental Indenture and/or a Note Guarantee with respect to one the Notes or more series of Notes; andto release a Guarantor as provided in this Indenture; (9m) to make make, complete or confirm any other change grant of Collateral permitted or required by this Indenture or any of the Security Documents or any release of Collateral that is becomes effective as set forth in this Indenture or any of the Security Documents; or (n) evidence and provide the acceptance of the appointment of a successor Trustee under the Indenture. In addition, the Trustee and the First-Lien Notes Collateral Agent will be authorized to amend the Intercreditor Agreement or the Security Documents to add additional secured parties holding Permitted Additional Pari Passu Obligations, First-Lien Note Obligations, Second-Lien Note Obligations or ABL Obligations permitted by the Indenture with the same Lien priorities and rights as provided in the Intercreditor Agreement or to enter into intercreditor arrangements with the holders of any such Indebtedness so long as the terms of such intercreditor arrangements are not prejudicial less favorable to the Holders. (b) The holders of Notes than the intercreditor provisions contained in the Security Agreement and the Intercreditor Agreement. 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 which that may be therein contained and to accept the conveyance, transfer and assignment of any property thereundercontained, but the Trustee shall not be obligated to to, but may in its discretion, enter into any such supplemental indenture which that affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise. (c) . Any supplemental indenture authorized by the provisions of this Section 13.01 11.01 may be executed by the Company Company, the Guarantors 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 13.02 hereof11.02.

Supplemental Indentures Without Consent of Noteholders. (a) The Company, when authorized by a resolution of its Board Resolutionof Directors, and the Trustee 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: (1a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Notes any property or assets; (b) to evidence the succession of another corporation to the Company, or successive successions, and the assumption by the successor corporation of the covenants, agreements and obligations of the Company pursuant to Article 8 --------- hereof; (c) to add to the covenants of the Company such further covenants, restrictions, conditions or provisions as the Board of Directors shall consider to be for the protection of the Holders of Notes, and to make the occurrence, or the occurrence and continuance of a Default in any such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided that in respect of any such additional covenant, -------- restriction, condition or provision, such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other Defaults) or may provide for immediate enforcement upon such an Event of Default or may limit the remedies available to the Trustee due solely to such an Event of Default or may limit the right of the Holders of a majority in aggregate principal amount of the Notes to waive such an Event of Default; (d) to cure any ambiguity or to cure, correct or supplement any defective provision contained herein or in the Notes, or to make such provision other provisions in regard to matters or questions arising under this Indenture or under any supplemental indenture as the Board of Directors may be deem necessary or desirable, and in any case which the Trustee and the Company shall determine (i) are not inconsistent with this Indenture or prejudicial to and the Notes and (ii) shall not adversely affect the interests of the Holders in any material respect, for the purpose of supplying any omission, curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provision; (2) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Note outstanding created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision or such change or elimination is applicable only to Notes issued after the effective date of such change or elimination; (3) to establish the form of Notes of any series as permitted by Section 2.01 hereof or to establish or reflect any terms of any Note of any series determined pursuant to Section 2.05 hereof; (4) to evidence the succession of another corporation to the Company as permitted hereunder, and the assumption by any such successor of the covenants of the Company herein and in the Notes; (5e) to grant to modify or confer upon the Trustee for the benefit of the Holders supplement this Indenture or any additional rights, remedies, powers or authority; (6) indenture supplemental hereto in such manner as to permit the Trustee to comply with qualification thereof under the TIA or any duties imposed upon it by law; (7) to specify further the duties and responsibilities of, and to define further the relationships among, the Trustee, any Authenticating Agent and any paying agent, and to evidence the succession of a successor Trustee as permitted hereunder; (8) to add to the covenants of the Company for the benefit of the Holders of one or more series of Notes, to add to the security for all of the Notes, to surrender a right or power conferred on the Company herein or to add any Event of Default with respect to one or more series of Notesother similar federal statute hereafter in effect; and (9f) to make any other change that is not prejudicial permit or facilitate the issuance of a series of Notes pursuant to the Holders. (b) provisions hereof. The Trustee is hereby authorized to join with the Company in the execution of any such supplemental indentureIndenture, to make any further appropriate agreements and stipulations which that may be therein contained continued and to accept the conveyance, transfer and assignment transfer, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which that affects the Trustee's own rights, duties duties, indemnities or immunities under this Indenture or otherwise. (c) . Any supplemental indenture authorized by the provisions of this Section 13.01 7.1 ----------- 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 13.02 7.2 hereof.. -----------

Supplemental Indentures Without Consent of Noteholders. (a) The Company, when authorized by the resolutions of the Board Resolutionof Directors, and the Trustee may from time to time and at any time may enter into an indenture or indentures supplemental hereto to this Indenture for one or more of the following purposes: (1a) to evidence the succession of another Person to the Company, or successive successions, and the assumptions by the successor Person of the covenants, agreements and obligations of the Company pursuant to Article Nine; (b) to add to the covenants of the Company such further covenants, restrictions or conditions for the protection of the holders of the Notes as the Board of Directors and the Trustee shall consider to be for the protection of the holders of the Notes, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions or conditions a default or an Event of Default permitting the enforcement of all or any of the several remedies set forth in this Indenture; provided, however, that in respect of any such additional covenant, restriction or condition such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default; (c) to cure any ambiguity or to correct or supplement any provision contained in this Indenture or in any supplemental indenture that may be defective or inconsistent with any other provision contained in this Indenture or in any supplemental indenture, or to make such provision other provisions in regard to matters or questions arising under this Indenture as may be necessary or desirableIndenture, and in each case that shall not inconsistent with this Indenture or prejudicial to adversely affect the interests of the Holders in any material respect, holders of the Notes; and (d) to evidence and provide for the purpose acceptance of supplying any omission, curing any ambiguity, appointment hereunder by a successor Trustee with respect to the Notes and to add to or curing, correcting or supplementing any defective or inconsistent provision; (2) to change or eliminate any of the provisions of this Indenture; provided, provided however, that any such change or elimination action shall become effective only when there is no Note outstanding created prior to not adversely affect the execution of such supplemental indenture which is entitled to the benefit of such provision or such change or elimination is applicable only to Notes issued after the effective date of such change or elimination; (3) to establish the form of Notes of any series as permitted by Section 2.01 hereof or to establish or reflect any terms of any Note of any series determined pursuant to Section 2.05 hereof; (4) to evidence the succession of another corporation to the Company as permitted hereunder, and the assumption by any such successor interests of the covenants of the Company herein and in the Notes; (5) to grant to or confer upon the Trustee for the benefit of the Holders any additional rights, remedies, powers or authority; (6) to permit the Trustee to comply with any duties imposed upon it by law; (7) to specify further the duties and responsibilities of, and to define further the relationships among, the Trustee, any Authenticating Agent and any paying agent, and to evidence the succession of a successor Trustee as permitted hereunder; (8) to add to the covenants of the Company for the benefit of the Holders of one or more series of Notes, to add to the security for all holders of the Notes, to surrender a right or power conferred on the Company herein or to add any Event of Default with respect to one or more series of Notes; and (9) to make any other change that is not prejudicial to the Holders. (b) . The Trustee hereby is hereby authorized to join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which that may be therein contained in such supplemental indenture and to accept the conveyance, transfer and assignment of any property thereunderunder such supplemental indenture, but the Trustee shall not be 37 43 obligated to to, but may in its discretion, enter into any such supplemental indenture which that affects the Trustee's own rights, duties duties, privileges, protections or immunities under this Indenture or otherwise. (c) . Any supplemental indenture authorized by the provisions of this Section 13.01 8.01 may be executed by the Company and the Trustee without the consent of the Holders holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 13.02 hereof8.02.

Supplemental Indentures Without Consent of Noteholders. (a) The Company, when authorized by Board a Management Committee Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto hereto, without the consent of the Noteholders, for one or more of the following purposes: (1a) to evidence the succession of another Person to the Company, and the assumption by any such successor of the covenants of the Company contained herein or otherwise established with respect to the Notes; (b) to add to the covenants of the Company such further covenants, restrictions, conditions or provisions for the protection of the holders of the Notes of all or any series as the Management Committee and the Trustee shall consider to be for the protection of the holders of Notes of all or any series, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions, conditions or provisions a default or an Event of Default with respect to that series permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant, restriction, condition or provision, such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults), may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the holders of a majority in aggregate principal amount of the Notes of such series to waive such default; (c) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such provision other provisions in regard to matters or questions arising under this Indenture as may shall not be necessary or desirable, and not inconsistent with the provisions of this Indenture or prejudicial to and in all such cases shall not adversely affect the interests of the Holders holders of the Notes of any series in any material respect, for the purpose of supplying any omission, curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provision; (2d) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Note outstanding Outstanding of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision or such change or elimination is applicable only to Notes issued after the effective date of such change or eliminationprovision; (3e) to modify or supplement this Indenture or any indenture supplemental hereto in such manner as to permit the qualification thereof under the Trust indenture Act or any other similar federal statute hereafter in effect; (f) to issue any Notes with original issue discount; (g) to establish the form forms or terms of Notes of any series as permitted by Section 2.01 hereof or to establish or reflect any terms of any Note of any series determined pursuant to Section 2.05 hereof;2.01; or (4h) to evidence and provide for the succession acceptance of another corporation appointment hereunder by a successor trustee with respect to the Company as permitted hereunder, and the assumption by any such successor of the covenants of the Company herein and in the Notes; (5) to grant to or confer upon the Trustee for the benefit of the Holders any additional rights, remedies, powers or authority; (6) to permit the Trustee to comply with any duties imposed upon it by law; (7) to specify further the duties and responsibilities of, and to define further the relationships among, the Trustee, any Authenticating Agent and any paying agent, and to evidence the succession of a successor Trustee as permitted hereunder; (8) to add to the covenants of the Company for the benefit of the Holders Notes of one or more series of Notes, and to add to the security for all 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, to surrender a right or power conferred on the Company herein or to add any Event of Default with respect to one or more series of Notes; and (9) to make any other change that is not prejudicial pursuant to the Holders. (b) requirements of Section 7.11. The Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, and to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer and assignment of any property thereundercontained, but the Trustee shall not be obligated to enter into any such supplemental indenture which affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise. (c) . Any supplemental indenture authorized by the provisions of this Section 13.01 9.01 may be executed by the Company and the Trustee without the consent of the Holders holders of any of the Notes at the time outstandingOutstanding, notwithstanding any of the provisions of Section 13.02 hereof9.02.

Supplemental Indentures Without Consent of Noteholders. (a) The Company, when authorized by the resolutions of the Board Resolutionof Directors, and the Trustee may may, from time to time time, and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes: (1a) to make provision with respect to the conversion rights of the holders of Notes pursuant to the requirements of Section 15.6 and the redemption obligations of the Company pursuant to the requirements of Section 3.5(e); (b) subject to Article Four, to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Notes, any property or assets; (c) to evidence the succession of another Person to the Company, or successive successions, and the assumption by the successor Person of the covenants, agreements and obligations of the Company pursuant to Article Twelve; (d) to add to the covenants of the Company such further covenants, restrictions or conditions as the Board of Directors and the Trustee shall consider to be for the benefit of the holders of Notes, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions or conditions a default or an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant, restriction or condition, such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default; (e) to provide for the issuance under this Indenture of Notes in coupon form (including Notes registrable as to principal only) and to provide for exchangeability of such Notes with the Notes issued hereunder in fully registered form and to make all appropriate changes for such purpose; (f) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture that may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture as may be necessary or desirable, and that shall not inconsistent with this Indenture or prejudicial to materially adversely affect the interests of the Holders in any material respect, for the purpose holders of supplying any omission, curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provision; (2) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Note outstanding created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision or such change or elimination is applicable only to Notes issued after the effective date of such change or elimination; (3) to establish the form of Notes of any series as permitted by Section 2.01 hereof or to establish or reflect any terms of any Note of any series determined pursuant to Section 2.05 hereof; (4) to evidence the succession of another corporation to the Company as permitted hereunder, and the assumption by any such successor of the covenants of the Company herein and in the Notes; (5g) to grant to or confer upon the Trustee evidence and provide for the benefit acceptance of the Holders any additional rights, remedies, powers or authority; (6) to permit the Trustee to comply with any duties imposed upon it appointment hereunder by law; (7) to specify further the duties and responsibilities of, and to define further the relationships among, the Trustee, any Authenticating Agent and any paying agent, and to evidence the succession of a successor Trustee as permitted hereunder;with respect to the Notes; or (8) h) to modify, eliminate or add to the covenants provisions of this Indenture to such extent as shall be necessary to effect the qualifications of this Indenture under the Trust Indenture Act, or under any similar federal statute hereafter enacted. Upon the written request of the Company for the benefit Company, accompanied by a copy of the Holders of one or more series of Notes, to add to the security for all resolutions of the NotesBoard of Directors certified by its Secretary or Assistant Secretary authorizing the execution of any supplemental indenture, to surrender a right or power conferred on the Company herein or to add any Event of Default with respect to one or more series of Notes; and (9) to make any other change that is not prejudicial to the Holders. (b) 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 which that may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to to, but may in its discretion, enter into any such supplemental indenture which that affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. (c) . Any supplemental indenture authorized by the provisions of this Section 13.01 11.1 may be executed by the Company and the Trustee without the consent of the Holders holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 13.02 hereof11.2. Notwithstanding any other provision of the Indenture or the Notes, the Registration Rights Agreement and the obligation to pay Liquidated Damages thereunder may be amended, modified or waived in accordance with the provisions of the Registration Rights Agreement.

Supplemental Indentures Without Consent of Noteholders. (a) The Company, when authorized by the resolutions of the Board Resolutionof Directors, and the Trustee 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: (1a) to make provision with respect to the conversion rights of the holders of Notes pursuant to the requirements of Section 15.6 hereof; (b) subject to Article 4 hereof, to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Notes, any property or assets; (c) to evidence the succession of another corporation to the Company, or successive successions, and the assumption by the successor corporation of the covenants, agreements and obligations of the Company pursuant to Article 12 hereof; (d) to add to the covenants of the Company such further covenants, restrictions or conditions for the benefit of the holders of Notes, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions or conditions a default or an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; PROVIDED, HOWEVER, that in respect of any such additional covenant, restriction or condition such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default; (e) to provide for the issuance under this Indenture of Notes in coupon form (including Notes registrable as to principal only) and to provide for exchangeability of such Notes with the Notes issued hereunder in fully registered form and to make all appropriate changes for such purpose; (f) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture as may be necessary or desirable, and which shall not inconsistent with this Indenture or prejudicial to materially adversely affect the interests of the Holders in any material respect, for holders of the purpose of supplying any omission, curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provisionNotes; (2g) to change evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Notes; (h) to modify, eliminate or eliminate any of add to the provisions of this IndentureIndenture to such extent as shall be necessary to effect the qualifications of this Indenture under the Trust Indenture Act, provided that or under any such change or elimination shall become effective only when there is no Note outstanding created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision or such change or elimination is applicable only to Notes issued after the effective date of such change or eliminationsimilar federal statute hereafter enacted; (3) to establish the form of Notes of any series as permitted by Section 2.01 hereof or to establish or reflect any terms of any Note of any series determined pursuant to Section 2.05 hereof; (4i) to evidence the succession of another corporation Person to the Company as permitted hereunder, or a Subsidiary Guarantor and the assumption by any such successor of the covenants of the Company herein and in the Notes;, the Security Documents and the Collateral Agency Agreement and of such Subsidiary Guarantor contained herein and in the Security Documents; or (5j) to grant to mortgage, pledge, hypothecate or confer upon ▇▇▇▇▇ ▇ ▇▇▇▇ in favor of the Trustee Collateral Agent for the benefit of the Holders any additional rights, remedies, powers or authority; (6) to permit the Trustee to comply with any duties imposed upon it by law; (7) to specify further the duties and responsibilities of, and to define further the relationships among, the Trustee, any Authenticating Agent and any paying agent, and to evidence the succession of a successor Trustee as permitted hereunder; (8) to add to the covenants of the Company for the benefit of the Holders of one the Notes as additional security for the payment of principal of and interest on the Notes by the Company or more series of Noteson the Subsidiary Guarantees by the Subsidiary Guarantors under this Indenture in any property or assets, including any which are required to add be mortgaged, pledged or hypothecated, or in which a Lien is required to be granted to the security for all of Collateral Agent, pursuant to this Indenture or the Notes, to surrender a right or power conferred on the Company herein or to add any Event of Default with respect to one or more series of Notes; and (9) to make any other change that is not prejudicial to the Holders. (b) Security Documents. 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 which may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to to, but may in its discretion, enter into any such supplemental indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. (c) . Any supplemental indenture authorized by the provisions of this Section 13.01 11.1 may be executed by the Company and the Trustee without the consent of the Holders holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 13.02 11.2 hereof.

Supplemental Indentures Without Consent of Noteholders. (a) The Company, when authorized by a resolution of the Board Resolutionof Directors, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto without the consent of the Noteholders, for one or more of the following purposes: (1i) to make such provision in regard to matters or questions arising under this Indenture as may be necessary or desirable, and not inconsistent with this Indenture or prejudicial adding to the interests covenants or obligations of the Company such further covenants, obligations, restrictions, conditions or provisions as are for the benefit of the Holders in any material respect, for of the purpose of supplying any omission, curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provisionNotes; (2ii) to change surrendering any right or eliminate any power conferred upon the Company; (iii) adding an Event of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Note outstanding created prior to the execution of such supplemental indenture which is entitled to Default for the benefit of such provision or such change or elimination is applicable only to Notes issued after the effective date Holders of such change or eliminationthe Notes; (3iv) to establish the form of Notes of any series as permitted by Section 2.01 hereof or to establish or reflect any terms of any Note of any series determined pursuant to Section 2.05 hereof; (4) to evidence evidencing the succession of another corporation Person to the Company as permitted hereunderRegistrar, Co-Registrar, or any Paying Agent and the assumption by any such successor of the covenants and obligations of its predecessor in this Indenture; (v) securing the Company herein and Notes pursuant to the requirements thereof or as otherwise established; (vi) making any minor modification which is of a technical nature or correcting or supplementing any ambiguous, inconsistent or defective provision contained in this Indenture or in the Notes; (5vii) to grant to establishing the form or confer upon terms of any new Notes as permitted by Sections 2.1 and 2.3 (including in connection with the Trustee for the benefit issuance of bearer Notes, if permitted by applicable law); or (viii) complying with any requirement of the Holders any additional rights, remedies, powers or authority; (6) CNV in order to permit effect and maintain the Trustee to comply with any duties imposed upon it by law; (7) to specify further the duties and responsibilities of, and to define further the relationships among, the Trustee, any Authenticating Agent and any paying agent, and to evidence the succession qualification of a successor Trustee as permitted hereunder; (8) to add to the covenants of the Company for the benefit of the Holders of one or more series of Notes, to add to the security for all of the Notes, to surrender a right or power conferred on the Company herein or to add any Event of Default with respect to one or more series of Notes; and (9) to make any other change that is not prejudicial to the Holdersthis Indenture. (b) 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 which that may be therein contained and to accept the conveyance, transfer and assignment transfer, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which that adversely affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise. (c) Any supplemental indenture authorized by the provisions of this Section 13.01 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 13.02 hereof7.2. (d) Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Company at its expense shall give notice thereof to the Holders as specified in Section 12.4 and to the CNV, setting forth in general terms the substance of such supplemental indenture. If the Company shall fail to give such notice to the Holders within 15 days after the execution of such supplemental indenture and a Responsible Officer of the Trustee shall have notice of such failure, the Trustee shall give notice to the Holders as provided in Section 12.4 at the expense of the Company.

Supplemental Indentures Without Consent of Noteholders. (a) The Company, when authorized by the resolutions of the Board Resolutionof Directors, and the Trustee may may, from time to time time, and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes: (1a) make provision with respect to the conversion rights of the holders of Notes pursuant to the requirements of Section 14.06 and the redemption obligations of the Company pursuant to the requirements of Section 3.06(d); (b) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Notes, any property or assets; (c) to evidence the succession of another Person to the Company, or successive successions, and the assumption by the successor Person of the covenants, agreements and obligations of the Company pursuant to Article 11; (d) to add to the covenants of the Company such further covenants, restrictions or conditions as the Board of Directors shall consider to be for the benefit of the holders of Notes, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions or conditions a default or an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided that in respect of any such additional covenant, restriction or condition, such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default; (e) to provide for the issuance under this Indenture of Notes in coupon form (including Notes registrable as to principal only) and to provide for exchangeability of such Notes with the Notes issued hereunder in fully registered form and to make all appropriate changes for such purpose; (f) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture that may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such provision other provisions in regard to matters or questions arising under this Indenture as may be necessary or desirable, and that shall not inconsistent with this Indenture or prejudicial to materially adversely affect the interests of the Holders in any material respect, for the purpose holders of supplying any omission, curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provision; (2) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Note outstanding created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision or such change or elimination is applicable only to Notes issued after the effective date of such change or elimination; (3) to establish the form of Notes of any series as permitted by Section 2.01 hereof or to establish or reflect any terms of any Note of any series determined pursuant to Section 2.05 hereof; (4) to evidence the succession of another corporation to the Company as permitted hereunder, and the assumption by any such successor of the covenants of the Company herein and in the Notes; (5g) to grant to or confer upon the Trustee evidence and provide for the benefit acceptance of the Holders any additional rights, remedies, powers or authority; (6) to permit the Trustee to comply with any duties imposed upon it appointment hereunder by law; (7) to specify further the duties and responsibilities of, and to define further the relationships among, the Trustee, any Authenticating Agent and any paying agent, and to evidence the succession of a successor Trustee as permitted hereunder;with respect to the Notes; or (8) h) to modify, eliminate or add to the covenants provisions of this Indenture to such extent as shall be necessary to effect the qualifications of this Indenture under the Trust Indenture Act, or under any similar federal statute hereafter enacted. Upon the written request of the Company for the benefit Company, accompanied by a copy of the Holders of one or more series of Notes, to add to the security for all resolutions of the NotesBoard of Directors certified by its Secretary or Assistant Secretary authorizing the execution of any supplemental indenture, to surrender a right or power conferred on the Company herein or to add any Event of Default with respect to one or more series of Notes; and (9) to make any other change that is not prejudicial to the Holders. (b) 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 which that may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to to, but may in its discretion, enter into any such supplemental indenture which that affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. (c) . Any supplemental indenture authorized by the provisions of this Section 13.01 10.01 may be executed by the Company and the Trustee without the consent of the Holders holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 13.02 hereof10.02. Notwithstanding any other provision of the Indenture or the Notes, the Registration Rights Agreement and the obligation to pay Liquidated Damages thereunder may be amended, modified or waived in accordance with the provisions of the Registration Rights Agreement.

Supplemental Indentures Without Consent of Noteholders. (a) The In addition to any supplemental indenture otherwise authorized by this Indenture, the Company, when authorized by a resolution of its Board Resolutionof Directors (which resolution may provide general terms or parameters for such action and may provide that the specific terms of such action may be determined in accordance with or pursuant to a Company Order), and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto without the consent of the Holders, for one or more of the following purposes: (1) to make such provision in regard to matters or questions arising under this Indenture as may be necessary or desirable, and not inconsistent with this Indenture or prejudicial to the interests of the Holders in any material respect, for the purpose of supplying any omission, curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provision; (2) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Note outstanding created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision or such change or elimination is applicable only to Notes issued after the effective date of such change or elimination; (3) to establish the form of Notes of any series as permitted by Section 2.01 hereof or to establish or reflect any terms of any Note of any series determined pursuant to Section 2.05 hereof; (4i) to evidence the succession of another corporation Person to the Company as permitted hereunderCompany, or successive successions, and the assumption by any such the successor Person of the covenants covenants, agreements and obligations of the Company herein and in the Notespursuant to Article 6; (5ii) to grant to or confer upon the Trustee for the benefit of the Holders any additional rights, remedies, powers or authority; (6) to permit the Trustee to comply with any duties imposed upon it by law; (7) to specify further the duties and responsibilities of, and to define further the relationships among, the Trustee, any Authenticating Agent and any paying agent, and to evidence the succession of a successor Trustee as permitted hereunder; (8) to add to the covenants of the Company or other provisions hereof such further covenants, restrictions, conditions or provisions as the Company shall consider to be for the benefit protection of the Holders of one or more series of the Notes, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, that in respect of any such additional covenant, restriction, condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an Event of Default or may limit the remedies available to the Trustee upon such an Event of Default or may limit the right of the Holders of a majority in aggregate principal amount of the Notes to waive such an Event of Default; (iii) to cure any ambiguity or to correct or supplement any provision contained herein which may be defective or inconsistent with any other provision contained herein, or in the Offering Memorandum with respect to the Notes or to make any other provisions as the Company may deem necessary or desirable with respect to matters or questions arising under this Indenture, provided that no such action shall materially adversely affect the interests of the Holders of the Notes; (iv) to provide for the issuance of Additional Notes; (v) to provide for any guarantee of the Notes by a parent of the Company or to confirm and evidence the release, termination or discharge of any such guarantee of the Notes when such release, termination or discharge is permitted under this Indenture. Notwithstanding anything to the contrary set forth herein, no supplemental indenture entered into pursuant to this clause (v) may contravene the provisions of Section 2.18, Section 3.04 or Article 4 of this Indenture; (vi) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Notes and to add to the security for all 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 surrender a right the requirements of Section 8.07; (vii) to vary or power conferred on substitute the Company herein or to add any Event of Default Notes in accordance with respect to one or more series of NotesSection 4.09; and (9viii) to make any other change changes that is do not prejudicial to materially adversely affect the HoldersHolders of the Notes. (b) 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 which may be therein contained and to accept the conveyance, transfer and assignment transfer, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise. (c) Any supplemental indenture authorized by the provisions of this Section 13.01 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 outstandingOutstanding, notwithstanding any of the provisions of Section 13.02 hereof11.02.

Supplemental Indentures Without Consent of Noteholders. (a) The Without the consent of the Holders of any Notes, the Company, when authorized by a Board Resolution, the Servicer and the Trustee may Trustee, at any time and from time to time and at any time time, may enter into an indenture or indentures supplemental hereto for one or more supplemental indentures PROVIDED that such action shall not result in a reduction or withdrawal of the then current rating on any class of Notes as confirmed by DCR in writing, in form satisfactory to the Trustee, for any of the following purposes; PROVIDED, FURTHER, that no such supplemental indenture shall have any of the effects described in clauses (1) through (6) of the proviso to Section 9.2 hereof or adversely affect the interest of the Holders of any Notes: (1) to make such correct or amplify the description of any property at any time subject to the lien of this Indenture, or better to assure, convey and confirm unto the Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject additional property to the lien of this Indenture; or (2) to add to the conditions, limitations and restrictions on the authorized amount, terms and purposes of issue, authentication and delivery of the Notes, as herein set forth, additional conditions, limitations and restrictions thereafter to be observed; or (3) to add to the covenants of the Company, for the benefit of the Holders of the Notes, or to surrender any right or power herein conferred upon the Company; or (4) to convey, transfer, assign, mortgage or pledge any property to or with the Trustee; or (5) to cure any ambiguity, to correct or supplement any provision in regard herein which may be defective or inconsistent with any other provisions with respect to matters or questions arising under this Indenture as may Indenture, which shall not be necessary or desirable, and not inconsistent with this Indenture or prejudicial to the interests of the Holders in any material respect, for the purpose of supplying any omission, curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provision; (2) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Note outstanding created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision or such change or elimination is applicable only to Notes issued after the effective date of such change or elimination;; or (3) to establish the form of Notes of any series as permitted by Section 2.01 hereof or to establish or reflect any terms of any Note of any series determined pursuant to Section 2.05 hereof; (46) to evidence the succession of another corporation to the Company as permitted hereunder, and the assumption by any such successor of the covenants of the Company herein and in the Notes; (5) to grant to or confer upon the Trustee for the benefit of the Holders any additional rights, remedies, powers or authority; (6) pursuant to permit the Trustee to comply with any duties imposed upon it by law; (Article 7) to specify further the duties and responsibilities of, and to define further the relationships among, the Trustee, any Authenticating Agent and any paying agent, and to evidence the succession of a successor Trustee as permitted hereunder; (8) to add to the covenants of the Company for the benefit of the Holders of one or more series of Notes, to add to the security for all of the Notes, to surrender a right or power conferred on the Company herein or to add any Event of Default with respect to one or more series of Notes; and (9) to make any other change that is not prejudicial to the Holders. (b) The Trustee is hereby authorized to join with the Company in Promptly after the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. (c) Any supplemental indenture authorized by this Section 13.01 may be executed by the Company and the Trustee without of any supplemental indenture pursuant to this Section, the consent Company shall deliver to DCR and each Noteholder by overnight mail, a notice setting forth in general terms the substance of such supplemental indenture together with a copy of such supplemental indenture. Any failure of the Holders Company to mail such notice and copy, or any defect therein, shall not, however, in any way impair or affect the validity of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 13.02 hereofsuch supplemental indenture.

Supplemental Indentures Without Consent of Noteholders. (a) The Company, when authorized by a Board Resolution, and the Trustee 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: (1a) to make provision with respect to the conversion rights of the holders of Notes pursuant to the requirements of Article XIV; (b) subject to Article XV, to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Notes, any property or assets; (c) to evidence the succession of another person to the Company, or successive successions, and the assumption by the Successor Company of the covenants, agreements and obligations of the Company pursuant to Article XI; (d) to add to the covenants of the Company such further covenants, restrictions or conditions as the Board of Directors and the Trustee shall consider to be for the benefit of the holders of Notes and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions or conditions a default or an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided that in respect of any such additional covenant, restriction or condition, such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default; (e) to provide for the issuance under this Indenture of Notes in coupon form (including Notes registrable as to principal only) and to provide for exchangeability of such Notes with the Notes issued hereunder in fully registered form and to make all appropriate changes for such purpose; (f) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture that may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture as may be necessary or desirable, and that shall not inconsistent with this Indenture or prejudicial to adversely affect the interests of the Holders in any material respect, for the purpose holders of supplying any omission, curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provision; (2) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Note outstanding created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision or such change or elimination is applicable only to Notes issued after the effective date of such change or elimination; (3) to establish the form of Notes of any series as permitted by Section 2.01 hereof or to establish or reflect any terms of any Note of any series determined pursuant to Section 2.05 hereof; (4) to evidence the succession of another corporation to the Company as permitted hereunder, and the assumption by any such successor of the covenants of the Company herein and in the Notes; (5g) to grant to or confer upon the Trustee evidence and provide for the benefit acceptance of the Holders any additional rights, remedies, powers or authority; (6) to permit the Trustee to comply with any duties imposed upon it appointment hereunder by law; (7) to specify further the duties and responsibilities of, and to define further the relationships among, the Trustee, any Authenticating Agent and any paying agent, and to evidence the succession of a successor Trustee as permitted hereunder;with respect to the Notes; or (8) h) to modify, eliminate or add to the covenants provisions of this Indenture to such extent necessary to effect the Company for qualification of this Indenture under the benefit of the Holders of one Trust Indenture Act (if applicable), or more series of Notes, to add to the security for all of the Notes, to surrender a right or power conferred on the Company herein or to add under any Event of Default with respect to one or more series of Notes; and similar federal statute hereafter enacted (9) to make any other change that is not prejudicial to the Holders. (b) if applicable). 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 which that may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to to, but may in its discretion, enter into any such supplemental indenture which that affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise. (c) . Any supplemental indenture authorized by the provisions of this Section 13.01 10.1 may be executed by the Company and the Trustee without the consent of the Holders holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 13.02 hereof10.2.

Supplemental Indentures Without Consent of Noteholders. (a) The Company, when authorized by the resolutions of the Board Resolutionof Directors, and the Trustee may may, from time to time time, and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes: (1a) make provision with respect to the conversion rights of the holders of Notes pursuant to the requirements of Section 14.07 and the repurchase obligations of the Company pursuant to the requirements of Section 3.05(e); (b) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Notes, any property or assets; (c) to evidence the succession of another Person to the Company, or successive successions, and the assumption by the successor Person of the covenants, agreements and obligations of the Company pursuant to Article 11; (d) to add to the covenants of the Company such further covenants, restrictions or conditions as the Board of Directors and the Trustee shall consider to be for the benefit of the holders of Notes, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions or conditions a default or an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided that, in respect of any such additional covenant, restriction or condition, such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default; (e) to provide for the issuance under this Indenture of Notes (including Notes registrable as to principal only) and to provide for exchangeability of such Notes with the Notes issued hereunder in fully registered form and to make all appropriate changes for such purpose; (f) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture that may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such provision other provisions in regard to matters or questions arising under this Indenture as may be necessary or desirable, and that shall not inconsistent with this Indenture or prejudicial to materially adversely affect the interests of the Holders in any material respect, for the purpose holders of supplying any omission, curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provision; (2) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Note outstanding created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision or such change or elimination is applicable only to Notes issued after the effective date of such change or elimination; (3) to establish the form of Notes of any series as permitted by Section 2.01 hereof or to establish or reflect any terms of any Note of any series determined pursuant to Section 2.05 hereof; (4) to evidence the succession of another corporation to the Company as permitted hereunder, and the assumption by any such successor of the covenants of the Company herein and in the Notes; (5g) to grant to or confer upon the Trustee evidence and provide for the benefit acceptance of appointment hereunder by a successor Trustee with respect to the Holders any additional rights, remedies, powers or authorityNotes; (6h) to permit modify, eliminate or add to the Trustee provisions of this Indenture to comply with such extent as shall be necessary to effect the qualifications of this Indenture under the Trust Indenture Act, or under any duties imposed upon it by lawsimilar federal statute hereafter enacted; (7i) to specify further the duties and responsibilities ofincrease, and from time to define further the relationships amongtime, the Trustee, per annum interest rate on the Notes for any Authenticating Agent and any paying agent, and to evidence the succession of a successor Trustee as permitted hereunder;period; or (8) to add to the covenants of the Company for the benefit of the Holders of one or more series of Notes, to add to the security for all of the Notes, to surrender a right or power conferred on the Company herein or to add any Event of Default with respect to one or more series of Notes; and (9j) to make any other change changes to Article 15 that is not prejudicial would limit or terminate the benefits available to any holder of Senior Indebtedness of the Holders. (b) The Company. Upon the written request of the Company, accompanied by a copy of the resolutions of the Board of Directors certified by its Secretary or Assistant Secretary authorizing the execution of any 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 which that may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but ; provided that the Trustee shall not be obligated to to, but may in its discretion, enter into any such supplemental indenture which that affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise. (c) . Any supplemental indenture authorized by the provisions of this Section 13.01 10.01 may be executed by the Company and the Trustee without the consent of the Holders holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 13.02 hereof10.02. Notwithstanding any other provision of the Indenture or the Notes, the Registration Rights Agreement and the obligation to pay Additional Interest thereunder may be amended, modified or waived only in accordance with the provisions of the Registration Rights Agreement.

Supplemental Indentures Without Consent of Noteholders. (a) The CompanyCompany and Parent, when authorized by Board Resolutionthe resolutions of the Company and Parent Boards of Directors, and the Trustee may may, from time to time time, and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes: (1a) make provision with respect to the conversion rights of the holders of Notes pursuant to the requirements of Section 15.6 and the redemption obligations of the Company pursuant to the requirements of Section 3.5(e); (b) subject to Article Four, to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Notes, any property or assets; (c) to evidence the succession of another Person to the Company or Parent, or successive successions, and the assumption by the successor Person of the covenants, agreements and obligations of the Company or Parent pursuant to Article Twelve; (d) to add to the covenants of the Company or Parent such further covenants, restrictions or conditions as the Company and Parent Boards of Directors and the Trustee shall consider to be for the benefit of the holders of Notes, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions or conditions a default or an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant, restriction or condition, such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default; (e) to provide for the issuance under this Indenture of Notes in coupon form (including Notes registrable as to principal only) and to provide for exchangeability of such Notes with the Notes issued hereunder in fully registered form and to make all appropriate changes for such purpose; (f) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture that may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such provision other provisions in regard to matters or questions arising under this Indenture as may be necessary or desirable, and that shall not inconsistent with this Indenture or prejudicial to materially adversely affect the interests of the Holders in any material respect, for the purpose holders of supplying any omission, curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provision; (2) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Note outstanding created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision or such change or elimination is applicable only to Notes issued after the effective date of such change or elimination; (3) to establish the form of Notes of any series as permitted by Section 2.01 hereof or to establish or reflect any terms of any Note of any series determined pursuant to Section 2.05 hereof; (4) to evidence the succession of another corporation to the Company as permitted hereunder, and the assumption by any such successor of the covenants of the Company herein and in the Notes; (5g) to grant to or confer upon the Trustee evidence and provide for the benefit acceptance of the Holders any additional rights, remedies, powers or authority; (6) to permit the Trustee to comply with any duties imposed upon it appointment hereunder by law; (7) to specify further the duties and responsibilities of, and to define further the relationships among, the Trustee, any Authenticating Agent and any paying agent, and to evidence the succession of a successor Trustee as permitted hereunder;with respect to the Notes; or (8) h) to modify, eliminate or add to the covenants provisions of this Indenture to such extent as shall be necessary to effect the qualifications of this Indenture under the Trust Indenture Act, or under any similar federal statute hereafter enacted. Upon the written request of the Company for the benefit and Parent, accompanied by a copy of the Holders of one or more series of Notes, to add to the security for all resolutions of the NotesCompany and Parent Boards of Directors certified by their respective Secretary or Assistant Secretary authorizing the execution of any supplemental indenture, to surrender a right or power conferred on the Company herein or to add any Event of Default with respect to one or more series of Notes; and (9) to make any other change that is not prejudicial to the Holders. (b) The Trustee is hereby authorized to join with the Company and Parent in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which that may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to to, but may in its discretion, enter into any such supplemental indenture which that affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. (c) . Any supplemental indenture authorized by the provisions of this Section 13.01 11.1 may be executed by the Company Company, Parent and the Trustee without the consent of the Holders holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 13.02 hereof11.2. Notwithstanding any other provision of the Indenture or the Notes, the Registration Rights Agreement and the obligation to pay Liquidated Damages thereunder may be amended, modified or waived in accordance with the provisions of the Registration Rights Agreement.

Supplemental Indentures Without Consent of Noteholders. (a) The Company, when authorized by the resolutions of the Board Resolutionof Directors, and the Trustee Trustee, at the Company’s expense, 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: (1a) to make such provision in regard to matters or questions arising under this Indenture as may be necessary or desirable, and not inconsistent with this Indenture or prejudicial respect to the interests conversion rights of the Holders in any material respect, for Noteholders pursuant to the purpose requirements of supplying any omission, curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provisionSection 15.06; (2b) to change convey, transfer, assign, mortgage or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Note outstanding created prior pledge to the execution of such supplemental indenture which is entitled to Trustee as security for the benefit of such provision Notes, any property or such change or elimination is applicable only to Notes issued after the effective date of such change or eliminationassets; (3) to establish the form of Notes of any series as permitted by Section 2.01 hereof or to establish or reflect any terms of any Note of any series determined pursuant to Section 2.05 hereof; (4c) to evidence the succession of another corporation to the Company as permitted hereunderCompany, or successive successions, and the assumption by any such the successor corporation of the covenants covenants, agreements and obligations of the Company herein and in the Notespursuant to Article 12; (5d) to grant to or confer upon the Trustee for the benefit of the Holders any additional rights, remedies, powers or authority; (6) to permit the Trustee to comply with any duties imposed upon it by law; (7) to specify further the duties and responsibilities of, and to define further the relationships among, the Trustee, any Authenticating Agent and any paying agent, and to evidence the succession of a successor Trustee as permitted hereunder; (8) to add to the covenants of the Company such further covenants, restrictions or conditions for the benefit of the Holders of one Noteholders, or more series of Notes, to add to the security for all of the Notes, to surrender a any right or power conferred on upon the Company herein Company, and to make the occurrence, or to add the occurrence and continuance, of a default in any such additional covenants, restrictions or conditions a default or an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant, restriction or condition such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default; (e) to increase, from time to time, the Conversion Rate in the manner described under and Section 15.04(h); (f) to add or modify any provision of this Indenture (not expressly addressed in this Section 11.01) which the Company and the Trustee may deem necessary or desirable and which will not adversely affect the interests of holders of the Notes in any material respect; (g) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture; provided that such modification or amendment does not, in the good faith opinion of the Company’s Board of Directors and the Trustee, adversely affect the interests of the holders of Notes in any material respect; provided further that any amendment made solely to conform the provisions of the Indenture to the “Description of the Notes” section of the Prospectus, dated May [ ], 2007 relating to the initial offering of the Notes will not be deemed to adversely affect the interests of the holders of the Notes; or (h) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualifications of this Indenture under the Trust Indenture Act, or complying with the requirements of the Commissioner with respect to one or more series thereto; Upon the written request of Notes; and (9) to make any other change that is not prejudicial to the Holders. (b) 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 which may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to to, but may in its discretion, enter into any such supplemental indenture which affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise. (c) . Any supplemental indenture authorized by the provisions of this Section 13.01 11.01 may be executed by the Company and the Trustee without the consent of the Holders holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 13.02 hereof11.02.

Supplemental Indentures Without Consent of Noteholders. (a) The ------------------------------------------------------ Company, when authorized by the resolutions of the Board Resolutionof Directors, and the Trustee 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: (1a) to evidence the succession of another corporation to the Company, or successive successions, and the assumption by the successor corporation of the covenants, agreements and obligations of the Company pursuant to Article Eleven hereof; (b) to add to the covenants of the Company such further covenants, restrictions or conditions as the Board of Directors and the Trustee shall consider to be for the benefit of the holders of Notes, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions or conditions a default or an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, however, that in -------- ------- respect of any such additional covenant, restriction or condition such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default; (c) to provide for the issuance under this Indenture of Notes in coupon form (including Notes registrable as to principal only) and to provide for exchangeability of such Notes with the Notes issued hereunder in fully registered form and to make all appropriate changes for such purpose; or (d) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be inconsistent with any other provision contained herein or in any supplemental indenture, or to make such provision other provisions in regard to matters or questions arising under this Indenture as may be necessary or desirable, and which shall not inconsistent with this Indenture or prejudicial to adversely affect the interests of the Holders holders of the Notes in any material respect, for the purpose of supplying any omission, curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provision; (2) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Note outstanding created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision or such change or elimination is applicable only to Notes issued after the effective date of such change or elimination; (3) to establish the form of Notes of any series as permitted by Section 2.01 hereof or to establish or reflect any terms of any Note of any series determined pursuant to Section 2.05 hereof; (4) to evidence the succession of another corporation to the Company as permitted hereunder, and the assumption by any such successor of the covenants of the Company herein and in the Notes; (5) to grant to or confer upon the Trustee for the benefit of the Holders any additional rights, remedies, powers or authority; (6) to permit the Trustee to comply with any duties imposed upon it by law; (7) to specify further the duties and responsibilities of, and to define further the relationships among, the Trustee, any Authenticating Agent and any paying agent, and to evidence the succession of a successor Trustee as permitted hereunder; (8) to add to the covenants of the Company for the benefit of the Holders of one or more series of Notes, to add to the security for all of the Notes, to surrender a right or power conferred on the Company herein or to add any Event of Default with respect to one or more series of Notes; and (9) to make any other change that is not prejudicial to the Holders. (b) . 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 which may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to to, but may in its discretion, enter into any such supplemental indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. (c) . Any supplemental indenture authorized by the provisions of this Section 13.01 10.01 may be executed by the Company and the Trustee without the consent of the Holders holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 13.02 hereof10.02.

Supplemental Indentures Without Consent of Noteholders. (a) The Company, when authorized by a Board Resolution, and the Trustee 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: (1a) to make provision with respect to the conversion rights of the holders of Notes pursuant to the requirements of Article XIV (b) subject to Article XV, to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Notes, any property or assets; (c) to evidence the succession of another person to the Company, or successive successions, and the assumption by the Successor Company of the covenants, agreements and obligations of the Company pursuant to Article XI; (d) to add to the covenants of the Company such further covenants, restrictions or conditions as the Board of Directors and the Trustee shall consider to be for the benefit of the holders of Notes and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions or conditions a default or an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided that in respect of any such additional covenant, restriction or condition, such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default; (e) to provide for the issuance under this Indenture of Notes in coupon form (including Notes registrable as to principal only) and to provide for exchangeability of such Notes with the Notes issued hereunder in fully registered form and to make all appropriate changes for such purpose; (f) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture that may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture as may be necessary or desirable, and that shall not inconsistent with this Indenture or prejudicial to adversely affect the interests of the Holders in any material respect, for the purpose holders of supplying any omission, curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provision; (2) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Note outstanding created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision or such change or elimination is applicable only to Notes issued after the effective date of such change or elimination; (3) to establish the form of Notes of any series as permitted by Section 2.01 hereof or to establish or reflect any terms of any Note of any series determined pursuant to Section 2.05 hereof; (4) to evidence the succession of another corporation to the Company as permitted hereunder, and the assumption by any such successor of the covenants of the Company herein and in the Notes; (5g) to grant to or confer upon the Trustee evidence and provide for the benefit acceptance of the Holders any additional rights, remedies, powers or authority; (6) to permit the Trustee to comply with any duties imposed upon it appointment hereunder by law; (7) to specify further the duties and responsibilities of, and to define further the relationships among, the Trustee, any Authenticating Agent and any paying agent, and to evidence the succession of a successor Trustee as permitted hereunder;with respect to the Notes; or (8) h) to modify, eliminate or add to the covenants provisions of this Indenture to such extent necessary to effect the Company for qualification of this Indenture under the benefit of the Holders of one Trust Indenture Act (if applicable), or more series of Notes, to add to the security for all of the Notes, to surrender a right or power conferred on the Company herein or to add under any Event of Default with respect to one or more series of Notes; and similar federal statute hereafter enacted (9) to make any other change that is not prejudicial to the Holders. (b) if applicable). 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 which that may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to to, but may in its discretion, enter into any such supplemental indenture which that affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. (c) . Any supplemental indenture authorized by the provisions of this Section 13.01 10.1 may be executed by the Company and the Trustee without the consent of the Holders holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 13.02 hereof10.2.

Supplemental Indentures Without Consent of Noteholders. (a) The Company, when authorized by Board Resolution, and the Trustee 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: (1) to make such provision in regard to matters or questions arising under this Indenture as may be necessary or desirable, and not inconsistent with this Indenture or prejudicial to the interests of the Holders in any material respect, for the purpose of supplying any omission, curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provision; (2) to change or eliminate any of the provisions of this Indenture, provided PROVIDED that any such change or elimination shall become effective only when there is no Note outstanding created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision or such change or elimination is applicable only to Notes issued after the effective date of such change or elimination; (3) to establish the form of Notes of any series as permitted by Section 2.01 hereof or to establish or reflect any terms of any Note of any series determined pursuant to Section 2.05 hereof; (4) to evidence the succession of another corporation to the Company as permitted hereunder, and the assumption by any such successor of the covenants of the Company herein and in the Notes; (5) to grant to or confer upon the Trustee for the benefit of the Holders any additional rights, remedies, powers or authority; (6) to permit the Trustee to comply with any duties imposed upon it by law; (7) to specify further the duties and responsibilities of, and to define further the relationships among, the Trustee, any Authenticating Agent and any paying agent, and to evidence the succession of a successor Trustee as permitted hereunder; (8) to add to the covenants of the Company for the benefit of the Holders of one or more series of Notes, to add to the security for all of the Notes, to surrender a right or power conferred on the Company herein or to add any Event of Default with respect to one or more series of Notes; (9) to add provisions permitting the Company to be released with respect to one or more series of outstanding Notes from its obligations under Sections 6.07, 6.08 or Article XII (and providing that no Event of Default shall be deemed to have occurred as a result of the Company's noncompliance with such obligations) if the Company makes the deposit of cash and/or U.S. Government Obligations with respect to such series of Notes required by Section 5.01 and otherwise complies with the requirements of such Section (except that the opinion of counsel referred to in Section 5.01(a)(3) need not be based on an External Tax Pronouncement); (10) to comply with the Company's obligations under Section 6.07; and (911) to make any other change that is not prejudicial to the Holders. (b) 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 which may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. (c) Any supplemental indenture authorized by this Section 13.01 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 13.02 hereof.

Supplemental Indentures Without Consent of Noteholders. (a) The Company, when authorized by Board Resolution, Corporation and the Trustee may from time to time and at any time enter into an indenture one or more indentures supplemental hereto without the consent of the Noteholders, for one or more of the following purposes: (1a) to evidence the succession of another Person to the Corporation, or successive successions, and the assumption by the successor Person of the covenants, agreements and obligations of the Corporation pursuant to Article X hereof; (b) to add to the covenants of the Corporation such further covenants, restrictions or conditions for the protection of the Noteholders of any series (as shall be specified in such supplemental indenture or indentures) as the Board of Directors and the Trustee shall consider to be for the protection of the Noteholders of such series, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions or conditions an Event of Default permitting the enforcement of all or any of the remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant, restriction or condition such supplemental indenture or indentures may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default; (c) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture; or to make such provision other provisions in regard to matters or questions arising under this Indenture as may be necessary or desirable, and not inconsistent with this Indenture or prejudicial to the interests of the Holders in any material respect, for the purpose of supplying any omission, curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provision; (2) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination action shall become effective only when there is no Note outstanding created prior to not materially adversely affect the execution interests of such supplemental indenture which is entitled to the benefit holders of such provision or such change or elimination is applicable only to the Notes issued after of the effective date of such change or eliminationaffected series; (3) to establish the form of Notes of any series as permitted by Section 2.01 hereof or to establish or reflect any terms of any Note of any series determined pursuant to Section 2.05 hereof; (4d) to evidence the succession of another corporation to the Company as permitted hereunder, and the assumption by any such successor of the covenants of the Company herein and in the Notes; (5) to grant to or confer upon the Trustee provide for the benefit acceptance of the Holders any additional rights, remedies, powers or authority; (6) to permit the Trustee to comply with any duties imposed upon it appointment hereunder by law; (7) to specify further the duties and responsibilities of, and to define further the relationships among, the Trustee, any Authenticating Agent and any paying agent, and to evidence the succession of a successor Trustee as permitted hereunder; (8) to add to the covenants of the Company for the benefit of the Holders of one or more series of Notes, to add to the security for all of the Notes, to surrender a right or power conferred on the Company herein or to add any Event of Default trustee with respect to one or more series of Notes; and; (9e) to qualify or maintain qualification of this Indenture under the Trust Indenture Act; (f) to make any other change that is does not prejudicial to adversely affect the Holders.rights of any Noteholder in any material respect; or (bg) to establish the form or terms of each series of senior notes. The Trustee is hereby authorized to join with the Company Corporation in the execution of any supplemental indenture to effect such supplemental indentureamendment, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to to, but may in its discretion, enter into any such supplemental indenture which affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise. (c) . Any supplemental indenture to this Indenture authorized by the provisions of this Section 13.01 9.01 may be executed by the Company Corporation and the Trustee without the consent of the Holders holders of any of the Notes of the affected series at the time outstandingOutstanding, notwithstanding any of the provisions of Section 13.02 hereof9.02.

Supplemental Indentures Without Consent of Noteholders. (a) The Company, when authorized by the resolutions of the Board Resolutionof Directors, and the Trustee may may, from time to time time, and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes: (1a) make provision with respect to the conversion rights of the holders of Notes pursuant to the requirements of Section 15.06 and the repurchase obligations of the Company pursuant to the requirements of Section 4.05; (b) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Notes, any property or assets; (c) to evidence the succession of another Person to the Company, or successive successions, and the assumption by the successor Person of the covenants, agreements and obligations of the Company pursuant to Article 12; (d) to add to the covenants of the Company such further covenants, restrictions or conditions as the Board of Directors and the Trustee shall consider to be for the benefit of the holders of Notes, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions or conditions a default or an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided that in respect of any such additional covenant, restriction or condition, such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default; (e) to provide for the issuance under this Indenture of Notes in coupon form (including Notes registrable as to principal only) and to provide for exchangeability of such Notes with the Notes issued hereunder in fully registered form and to make all appropriate changes for such purpose; (f) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture that may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such provision other provisions in regard to matters or questions arising under this Indenture as may be necessary or desirable, and that shall not inconsistent with this Indenture or prejudicial to adversely affect the interests of the Holders in any material respect, for the purpose holders of supplying any omission, curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provision; (2) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Note outstanding created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision or such change or elimination is applicable only to Notes issued after the effective date of such change or elimination; (3) to establish the form of Notes of any series as permitted by Section 2.01 hereof or to establish or reflect any terms of any Note of any series determined pursuant to Section 2.05 hereof; (4) to evidence the succession of another corporation to the Company as permitted hereunder, and the assumption by any such successor of the covenants of the Company herein and in the Notes; (5g) to grant to or confer upon the Trustee evidence and provide for the benefit acceptance of the Holders any additional rights, remedies, powers or authority; (6) to permit the Trustee to comply with any duties imposed upon it appointment hereunder by law; (7) to specify further the duties and responsibilities of, and to define further the relationships among, the Trustee, any Authenticating Agent and any paying agent, and to evidence the succession of a successor Trustee as permitted hereunder;with respect to the Notes; or (8) h) to modify, eliminate or add to the covenants provisions of this Indenture to such extent as shall be necessary to effect the qualifications of this Indenture under the Trust Indenture Act, or under any similar federal statute hereafter enacted. Upon the written request of the Company for the benefit Company, accompanied by a copy of the Holders of one or more series of Notes, to add to the security for all resolutions of the NotesBoard of Directors certified by its Secretary or Assistant Secretary authorizing the execution of any supplemental indenture, to surrender a right or power conferred on the Company herein or to add any Event of Default with respect to one or more series of Notes; and (9) to make any other change that is not prejudicial to the Holders. (b) 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 which that may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to to, but may in its discretion, enter into any such supplemental indenture which that affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. (c) . Any supplemental indenture authorized by the provisions of this Section 13.01 11.01 may be executed by the Company and the Trustee without the consent of the Holders holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 13.02 hereof11.02.

Supplemental Indentures Without Consent of Noteholders. (a) The Company, when authorized by the resolutions of the Board Resolutionof Directors, and the Trustee Trustee, at the Company’s expense, 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: (1a) to make provision with respect to the conversion rights of the holders of Notes pursuant to the requirements of Section 15.6; (b) subject to Article IV, to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Notes, any property or assets; (c) to evidence the succession of another corporation to the Company, or successive successions, and the assumption by the successor corporation of the covenants, agreements and obligations of the Company pursuant to Article XII; (d) to add to the covenants of the Company such further covenants, restrictions or conditions for the benefit of the holders of Notes, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions or conditions a default or an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant, restriction or condition such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default; (e) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture as may be necessary or desirable, and which shall not inconsistent with this Indenture or prejudicial to materially adversely affect the interests of the Holders in any material respect, for holders of the purpose of supplying any omission, curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provisionNotes; (2f) to change evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Notes; or (g) to modify, eliminate or eliminate any of add to the provisions of this IndentureIndenture to such extent as shall be necessary to effect the qualifications of this Indenture under the Trust Indenture Act, provided that or under any such change or elimination shall become effective only when there is no Note outstanding created prior to similar federal statute hereafter enacted. Upon the written request of the Company, accompanied by a Board Resolution authorizing the execution of such supplemental indenture which is entitled to the benefit of such provision or such change or elimination is applicable only to Notes issued after the effective date of such change or elimination; (3) to establish the form of Notes of any series as permitted by Section 2.01 hereof or to establish or reflect any terms of any Note of any series determined pursuant to Section 2.05 hereof; (4) to evidence the succession of another corporation to the Company as permitted hereunder, and the assumption by any such successor of the covenants of the Company herein and in the Notes; (5) to grant to or confer upon the Trustee for the benefit of the Holders any additional rights, remedies, powers or authority; (6) to permit the Trustee to comply with any duties imposed upon it by law; (7) to specify further the duties and responsibilities of, and to define further the relationships amongindenture, the Trustee, any Authenticating Agent and any paying agent, and to evidence the succession of a successor Trustee as permitted hereunder; (8) to add to the covenants of the Company for the benefit of the Holders of one or more series of Notes, to add to the security for all of the Notes, to surrender a right or power conferred on the Company herein or to add any Event of Default with respect to one or more series of Notes; and (9) to make any other change that is not prejudicial to the Holders. (b) 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 which may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to to, but may in its discretion, enter into any such supplemental indenture which affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise. (c) . Any supplemental indenture authorized by the provisions of this Section 13.01 11.1 may be executed by the Company and the Trustee without the consent of the Holders holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 13.02 hereof11.2. Notwithstanding any other provision of the Indenture or the Notes, the Registration Rights Agreement and the obligation to pay Liquidated Damages thereunder may be amended, modified or waived solely in accordance with the provisions of the Registration Rights Agreement.

Supplemental Indentures Without Consent of Noteholders. (a) The Company, when authorized by Board Resolution, Company and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act of 1939) for one or more of the following purposes: (1a) to evidence the succession of another corporation to the Company, or successive successions, and the assumption by the successor corporation of the covenants, agreements and obligations of the Company pursuant to Article Eleven hereof; (b) to add to the covenants of the Company such further covenants, restrictions, conditions or provisions as its Board of Directors and the Trustee shall consider to be for the protection of the holders of Notes or the holders of one or more series of Notes or Tranches within a series of Notes, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions, conditions or provisions a default or an Event of Default with respect to Notes of any or all series permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth, with such period of grace, if any, and subject to such conditions as such supplemental indenture may provide; (c) to add to or change any of the provisions of this Indenture to provide for the issuance under this Indenture of Notes, whether or not then outstanding, in bearer form, to add, modify or eliminate any restrictions on the payment of principal of Notes in registered form, and to provide for exchangeability of such Notes with Notes issued hereunder and to make all appropriate changes for such purpose to permit or facilitate the issuance of Notes in uncertificated form, provided any such action shall not adversely affect the interests of the holders of Notes of any series in any material respect; (d) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture; to convey, transfer, assign, mortgage or pledge any property to or with the Trustee; to add an obligor or guarantor on the Notes or on any series or Tranche within a series of Notes; or to make such provision other provisions in regard to matters or questions arising under this Indenture as may be necessary or desirable, and shall not inconsistent with this Indenture or prejudicial to adversely affect the interests of the Holders holders of the Notes in any material respect, for the purpose of supplying any omission, curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provision; (2e) to evidence and provide for the acceptance and appointment hereunder by a successor trustee with respect to the Notes of one or more series or Tranches within a series and to add or change any provisions 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 7.11; (f) to change or eliminate any of the provisions provision of this Indenture, provided that any such change or elimination (i) shall become effective only when there is no Note outstanding of any series or Tranche within a series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision or such change or elimination is applicable only (ii) shall not apply to Notes issued after the effective date of such change or eliminationany Note outstanding; (3g) to establish the form or terms of Notes of any series or Tranche within a series as permitted by Section Sections 2.01 hereof or to establish or reflect any terms of any Note of any series determined pursuant to Section 2.05 hereofand 2.06; (4) to evidence the succession of another corporation to the Company as permitted hereunder, and the assumption by any such successor of the covenants of the Company herein and in the Notes; (5) to grant to or confer upon the Trustee for the benefit of the Holders any additional rights, remedies, powers or authority; (6) to permit the Trustee to comply with any duties imposed upon it by law; (7) to specify further the duties and responsibilities of, and to define further the relationships among, the Trustee, any Authenticating Agent and any paying agent, and to evidence the succession of a successor Trustee as permitted hereunder; (8) to add to the covenants of the Company for the benefit of the Holders of one or more series of Notes, to add to the security for all of the Notes, to surrender a right or power conferred on the Company herein or to add any Event of Default with respect to one or more series of Notes; and (9h) to make any other change that is provisions with respect to matters or questions arising under this Indenture which shall not prejudicial to adversely affect the Holders. (b) interests of the holders of Notes of any series or Tranche within a series in any material respect. 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 which may be therein contained and to accept the conveyance, transfer and assignment transfer, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which adversely affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. (c) Any supplemental indenture authorized by this Section 13.01 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 13.02 hereof.

Supplemental Indentures Without Consent of Noteholders. (a) The Company, when authorized by a Board Resolution, and the Trustee 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: (1a) to make provision with respect to the conversion rights of the holders of Notes pursuant to the requirements of Section 14.6; (b) subject to Article XV, to convey, transfer, assign, mortgage or pledge to the Trustee, as security for the Notes, any property or assets; (c) to evidence the succession of another person to the Company, or successive successions, and the assumption by the Successor Company of the covenants, agreements and obligations of the Company pursuant to Article XI; (d) to add to the covenants of the Company such further covenants, restrictions or conditions as the Board of Directors and the Trustee shall consider to be for the benefit of the holders of Notes and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions or conditions a default or an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture; provided that in respect of any such additional covenant, restriction or condition, such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default; (e) to provide for the issuance under this Indenture of Notes in coupon form (including Notes registrable as to principal only) and to provide for exchangeability of such Notes with the Notes issued hereunder in fully registered form and to make all appropriate changes for such purpose; (f) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture that may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture as may be necessary or desirable, and that shall not inconsistent with this Indenture or prejudicial to adversely affect the interests of the Holders in any material respect, for the purpose holders of supplying any omission, curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provision; (2) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Note outstanding created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision or such change or elimination is applicable only to Notes issued after the effective date of such change or elimination; (3) to establish the form of Notes of any series as permitted by Section 2.01 hereof or to establish or reflect any terms of any Note of any series determined pursuant to Section 2.05 hereof; (4) to evidence the succession of another corporation to the Company as permitted hereunder, and the assumption by any such successor of the covenants of the Company herein and in the Notes; (5g) to grant to or confer upon the Trustee evidence and provide for the benefit acceptance of appointment hereunder by a successor Trustee with respect to the Notes; or (h) to modify, eliminate or add to the provisions of this Indenture to such extent necessary to effect the qualification of this Indenture under the Trust Indenture Act (if applicable), or under any similar federal statute hereafter enacted (if applicable). In addition to the foregoing, prior to the issuance of any Notes hereunder, the Company, when authorized by a Board Resolution, and the Trustee, may enter into an indenture or indenture supplemental hereto, for the purposes of the Holders any additional rightsfollowing: (a) specifying the percentage of the principal amount at which notes will be issued, remediesand if other than the principal amount of those notes, powers or authoritythe portion of the principal amount payable upon declaration of acceleration of the maturity of the notes; (6b) to permit specifying the Trustee to comply with any duties imposed upon it by lawdate or dates, or method of determining the date or dates, on which the principal of the notes will be payable; (7c) to specify further specifying the duties rate or rates at which the notes will bear interest and responsibilities of, and to define further the relationships among, the Trustee, any Authenticating Agent and any paying agent, and to evidence the succession method of a successor Trustee as permitted hereundercomputation of interest; (8) d) specifying the rate or rates at which the notes may be converted into our common stock; (e) specifying the date or dates, or the method for determining the date or dates, from which interest will accrue, the dates on which interest will be payable, the regular record dates for interest payment dates; or the method by which record dates may be determined, the persons to add whom interest will be payable, and the basis on which interest is to be calculated if other than a 360-day year; (f) specifying the period or periods within which, the price or prices at which and the other terms and conditions upon which the notes may be redeemed, in whole or part, at the option of the Company, if the Company is to have such option; (g) conforming the forms of Notes attached as Exhibits A and B hereto to Notes authorized by a Board Resolution and set forth in a supplemental indenture; (h) provisions, if any, granting special rights to the Noteholders; (i) specifying any deletions from, modifications of or additions to the Events of Default, covenants of the Company for the benefit Company, provisions related to redemption or repurchase of the Holders Notes set forth in Article III, provisions related to consolidation, merger, sale, conveyance, transfer and lease set forth in Article XI, provisions related to conversion of one or more series of Notes, to add the notes set forth in Article XIV and additional provisions relating to the security for all subordination provisions in Article XV; (j) any other terms or modifications to the Indenture necessary to reflect the terms of the Notes, notes described in any prospectus supplement pursuant to surrender a right or power conferred on which the Company herein or to add any Event of Default with respect to one or more series of NotesNotes are offered; and (9k) to make any other change that is provision not prejudicial to inconsistent with the Holders. (b) terms of the 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 which that may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to to, but may in its discretion, enter into any such supplemental indenture which that affects the Trustee's own rights, duties duties, protections, privileges, liabilities or immunities under this Indenture or otherwise. (c) . Any supplemental indenture authorized by the provisions of this Section 13.01 10.1 may be executed by the Company and the Trustee without the consent of the Holders holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 13.02 hereof10.2.

Supplemental Indentures Without Consent of Noteholders. (a) The Company, when authorized by the resolutions of the Board Resolutionof Directors, and the Trustee may may, from time to time time, and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes: (1a) make provision with respect to the conversion rights of the holders of Notes pursuant to the requirements of Section 14.05, the purchase obligations of the Company pursuant to the requirements of Section 3.02 and the repurchase obligations of the Company pursuant to the requirements of Section 3.03; (b) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Notes, any property or assets; (c) to evidence the succession of another Person to the Company, or successive successions, and the assumption by the successor Person of the covenants, agreements and obligations of the Company pursuant to Article 11; (d) to add to the covenants of the Company such further covenants, restrictions or conditions as the Board of Directors and the Trustee shall consider to be for the benefit of the holders of Notes, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions or conditions a Default or an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided that, in respect of any such additional covenant, restriction or condition, such supplemental indenture may provide for a particular period of grace after Default (which period may be shorter or longer than that allowed in the case of other Defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such Default; (e) to provide for the issuance under this Indenture of Notes in coupon form (including Notes registrable as to principal only) and to provide for exchangeability of such Notes with the Notes issued hereunder in fully registered form and to make all appropriate changes for such purpose; (f) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture that may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such provision other provisions in regard to matters or questions arising under this Indenture as may be necessary or desirable, and that shall not inconsistent with this Indenture or prejudicial to materially adversely affect the interests of the Holders in any material respect, for the purpose holders of supplying any omission, curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provision; (2) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Note outstanding created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision or such change or elimination is applicable only to Notes issued after the effective date of such change or elimination; (3) to establish the form of Notes of any series as permitted by Section 2.01 hereof or to establish or reflect any terms of any Note of any series determined pursuant to Section 2.05 hereof; (4) to evidence the succession of another corporation to the Company as permitted hereunder, and the assumption by any such successor of the covenants of the Company herein and in the Notes; (5g) to grant to or confer upon the Trustee evidence and provide for the benefit acceptance of appointment hereunder by a successor Trustee with respect to the Holders any additional rights, remedies, powers or authorityNotes; (6h) add additional Guarantees or additional obligors with respect to permit the Trustee to comply with any duties imposed upon it Notes or release Guarantors from guarantees as permitted by lawthe terms of this Indenture; (7i) to specify further the duties and responsibilities of, and to define further the relationships among, the Trustee, any Authenticating Agent and any paying agent, and to evidence the succession of a successor Trustee as permitted hereunder; (8) to add to the covenants of the Company for the benefit of the Holders of one or more series of Notes, to add to the security for all of secure the Notes, or release all or any portion of the Collateral pursuant to surrender a right or power conferred the terms of the Security Documents; or (j) to increase, from time to time, the per annum interest rate on the Company herein Notes for any period. Upon the written request of the Company, accompanied by a copy of the resolutions of the Board of Directors certified by its Secretary or to add Assistant Secretary authorizing the execution of any Event of Default with respect to one or more series of Notes; and supplemental indenture (9) to make any other change that is not prejudicial in form satisfactory to the Holders. (b) The Trustee), 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 which that may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but ; provided that the Trustee shall not be obligated to to, but may in its discretion, enter into any such supplemental indenture which that affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise. (c) . Any supplemental indenture authorized by the provisions of this Section 13.01 may be executed by the Company and the Trustee without the consent of the Holders holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 13.02 hereof8.02.

Supplemental Indentures Without Consent of Noteholders. (a) The Company, when authorized by the resolutions of the Board Resolutionof Directors, and the Trustee Trustee, at the Company's expense, 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: (1a) to make provision with respect to the conversion rights of the holders of Notes pursuant to the requirements of Section 15.6; (b) subject to Article IV, to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Notes, any property or assets; (c) to evidence the succession of another corporation to the Company, or successive successions, and the assumption by the successor corporation of the covenants, agreements and obligations of the Company pursuant to Article XII; (d) to add to the covenants of the Company such further covenants, restrictions or conditions for the benefit of the holders of Notes, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions or conditions a default or an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; PROVIDED, HOWEVER, that in respect of any such additional covenant, restriction or condition such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default; (e) to provide for the issuance under this Indenture of Notes in coupon form (including Notes registrable as to principal only) and to provide for exchangeability of such Notes with the Notes issued hereunder in fully registered form and to make all appropriate changes for such purpose; (f) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture as may be necessary or desirable, and which shall not inconsistent with this Indenture or prejudicial to materially adversely affect the interests of the Holders in any material respect, for holders of the purpose of supplying any omission, curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provisionNotes; (2g) to change evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Notes; or (h) to modify, eliminate or eliminate any of add to the provisions of this IndentureIndenture to such extent as shall be necessary to effect the qualifications of this Indenture under the Trust Indenture Act, provided that or under any such change or elimination shall become effective only when there is no Note outstanding created prior to similar federal statute hereafter enacted. Upon the written request of the Company, accompanied by a Board Resolution authorizing the execution of such supplemental indenture which is entitled to the benefit of such provision or such change or elimination is applicable only to Notes issued after the effective date of such change or elimination; (3) to establish the form of Notes of any series as permitted by Section 2.01 hereof or to establish or reflect any terms of any Note of any series determined pursuant to Section 2.05 hereof; (4) to evidence the succession of another corporation to the Company as permitted hereunder, and the assumption by any such successor of the covenants of the Company herein and in the Notes; (5) to grant to or confer upon the Trustee for the benefit of the Holders any additional rights, remedies, powers or authority; (6) to permit the Trustee to comply with any duties imposed upon it by law; (7) to specify further the duties and responsibilities of, and to define further the relationships amongindenture, the Trustee, any Authenticating Agent and any paying agent, and to evidence the succession of a successor Trustee as permitted hereunder; (8) to add to the covenants of the Company for the benefit of the Holders of one or more series of Notes, to add to the security for all of the Notes, to surrender a right or power conferred on the Company herein or to add any Event of Default with respect to one or more series of Notes; and (9) to make any other change that is not prejudicial to the Holders. (b) 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 which may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to to, but may in its discretion, enter into any such supplemental indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. (c) . Any supplemental indenture authorized by the provisions of this Section 13.01 11.1 may be executed by the Company and the Trustee without the consent of the Holders holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 13.02 hereof11.2. Notwithstanding any other provision of the Indenture or the Notes, the Registration Rights Agreement and the obligation to pay Liquidated Damages thereunder may be amended, modified or waived in accordance with the provisions of the Registration Rights Agreement.

Supplemental Indentures Without Consent of Noteholders. (a) The Company, when authorized by the resolutions of the Board Resolutionof Directors, and the Trustee may may, from time to time time, and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes: (1) to make such provision in regard to matters or questions arising under this Indenture as may be necessary or desirable, and not inconsistent with this Indenture or prejudicial to the interests of the Holders in any material respect, for the purpose of supplying any omission, curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provision; (2) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Note outstanding created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision or such change or elimination is applicable only to Notes issued after the effective date of such change or elimination; (3) to establish the form of Notes of any series as permitted by Section 2.01 hereof or to establish or reflect any terms of any Note of any series determined pursuant to Section 2.05 hereof; (4a) to evidence the succession of another corporation Person to the Company as permitted hereunder, and the assumption by any such successor of the covenants of the Company herein and in the Notes;pursuant to Article II; or (5b) to grant to or confer upon the Trustee for the benefit of the Holders any additional rights, remedies, powers or authority; (6) to permit the Trustee to comply with any duties imposed upon it by law; (7) to specify further the duties and responsibilities of, and to define further the relationships among, the Trustee, any Authenticating Agent and any paying agent, and to evidence the succession of a successor Trustee as permitted hereunder; (8) to add to the covenants of the Company for the benefit of the Holders of one Noteholders, or more series of Notes, to add to the security for all of the Notes, to surrender a any right or power herein conferred on upon the Company herein Company; or (c) to evidence or to add any Event provide for the acceptance of Default appointment hereunder by a successor Trustee with respect to one or more series of the Notes; andor (9d) 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, which shall not be inconsistent with the provisions of this Indenture; or (e) to add to, change or eliminate any of the provisions of this Indenture to permit or facilitate the issuance of Global Notes and matters related thereto, PROVIDED that is such action pursuant to this clause (e) shall not prejudicial adversely affect the interests of the Holders in any material respect; or (f) make provision with respect to the Holders. (b) The conversion rights of the holders of Notes pursuant to the requirements of Section 14.06 and the redemption obligations of the Company pursuant to the requirements of Section 3.05(e). Upon the written request of the Company, accompanied by a copy of the resolutions of the Board of Directors certified by its Secretary or Assistant Secretary authorizing the execution of any 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 which that may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to to, but may in its discretion, enter into any such supplemental indenture which that affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. (c) . Any supplemental indenture authorized by the provisions of this Section 13.01 10.01 may be executed by the Company and the Trustee without the consent of the Holders holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 13.02 hereof10.02. Notwithstanding any other provision of the Indenture or the Notes, the Registration Rights Agreement and the obligation to pay Liquidated Damages thereunder may be amended, modified or waived in accordance with the provisions of the Registration Rights Agreement.

Supplemental Indentures Without Consent of Noteholders. (a) The Without the consent of any holders of Notes or coupons, the Company, when authorized by or pursuant to Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act of 1939 as in force at the date of the execution thereof) for one or more of the following purposes: (1) to make such provision in regard to matters or questions arising under this Indenture as may be necessary or desirable, and not inconsistent with this Indenture or prejudicial to the interests of the Holders in any material respect, for the purpose of supplying any omission, curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provision; (2) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Note outstanding created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision or such change or elimination is applicable only to Notes issued after the effective date of such change or elimination; (3) to establish the form of Notes of any series as permitted by Section 2.01 hereof or to establish or reflect any terms of any Note of any series determined pursuant to Section 2.05 hereof; (4a) to evidence the succession of another corporation to the Company as permitted hereunderCompany, or successive successions, pursuant to Article 11 of the Indenture, and the assumption by any such the successor corporation of the covenants covenants, agreements and obligations of the Company herein and in the Notes; (5b) to grant to or confer upon the Trustee for the benefit of the Holders any additional rights, remedies, powers or authority; (6) to permit the Trustee to comply with any duties imposed upon it by law; (7) to specify further the duties and responsibilities of, and to define further the relationships among, the Trustee, any Authenticating Agent and any paying agent, and to evidence the succession of a successor Trustee as permitted hereunder; (8) to add to the covenants of the Company such further covenants, restrictions, conditions or provisions as its Board of Directors shall consider to be for the protection of the holders of Notes, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in the Indenture as amended and supplemented by this Eighth Supplemental Indenture, with such period of grace, if any, and subject to such conditions as such supplemental indenture may provide; (c) to add to or change any of the provisions of the Indenture as amended and supplemented by this Eighth Supplemental Indenture to provide that Bearer Securities may be registrable as to principal, to change or eliminate any restrictions on the payment of principal of or any premium or interest on Bearer Securities, to permit Bearer Securities to be issued in exchange for Registered Securities, to permit Bearer Securities to be issued in exchange for Bearer Securities of other authorized denominations or to permit or facilitate the issuance of Securities in uncertificated form, provided that any such action shall not adversely affect the interests of the holders of Securities of any series or any related coupons in any material respect; (d) to modify, eliminate or add to the provisions of the Indenture as amended and supplemented by this Eighth Supplemental Indenture to such extent as shall be necessary to effect the qualification of this Indenture as amended and supplemented by this Eighth Supplemental Indenture under the Trust Indenture Act of 1939, or under any similar Federal statute hereafter enacted, and to add to the Indenture as amended and supplemented by this Eighth Supplemental Indenture such other provisions as may be expressly permitted by the Trust Indenture Act of 1939, excluding however, the provisions referred to in Section 316(a)(2) of the Trust Indenture Act of 1939 or any corresponding provision in any similar Federal statute hereafter enacted; (e) to modify, eliminate or add to any of the provisions of the Indenture as amended and supplemented by this Eighth Supplemental Indenture, provided that any such change or elimination (i) shall become effective only when there is no Note Outstanding and created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision or (ii) shall not apply to any Note Outstanding; (f) to cure any ambiguity or to correct or supplement any provision contained in the Holders Indenture as amended and supplemented by this Eighth Supplemental Indenture or in any supplemental indenture thereto which may be defective or inconsistent with any other provisions contained in the Indenture, this Eighth Supplemental Indenture or in any supplemental indenture; to convey, transfer, assign, mortgage or pledge any property to or with the Trustee; or to make such other provisions in regard to matters or questions arising under the Indenture as amended and supplemented by this Eighth Supplemental Indenture, provided such other provisions shall not adversely or any related coupons affect in any material respect the interests of the holders of the Notes or any related coupons, including provisions necessary or desirable to provide for or facilitate the administration of the trusts hereunder; and (g) to evidence and provide for the acceptance and appointment hereunder by a successor trustee with respect to the Securities of one or more series of Notes, and to add to the security for all or change any provisions of the NotesIndenture as amended and supplemented by this Eighth Supplemental Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, pursuant to surrender a right or power conferred on Section 7.11 of the Company herein or to add any Event of Default with respect to one or more series of Notes; and (9) to make any other change that is not prejudicial to the Holders. (b) 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 which may be therein contained and to accept the conveyance, transfer and assignment transfer, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which adversely affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise. (c) Any . No supplemental indenture authorized by this Section 13.01 may shall be executed by the Company and effective as against the Trustee without unless and until the consent of Trustee has duly executed and delivered the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 13.02 hereofsame.

Supplemental Indentures Without Consent of Noteholders. (a) The Company, when authorized by Board Resolution, and the Trustee 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: (1) to make such provision in regard to matters or questions arising under this Indenture as may be necessary or desirable, and not inconsistent with this Indenture or prejudicial to the interests of the Holders in any material respect, for the purpose of supplying any omission, curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provision; (2) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Note outstanding Outstanding created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision or such change or elimination is applicable only to Notes issued after the effective date of such change or elimination; (3) to establish the form of Notes of any series as permitted by Section 2.01 hereof or to establish or reflect any terms of any Note of any series determined pursuant to Section 2.05 hereof; (4) to evidence the succession of another corporation to the Company as permitted hereunder, and the assumption by any such successor of the covenants of the Company herein and in the Notes; (5) to grant to or confer upon the Trustee for the benefit of the Holders any additional rights, remedies, powers or authority; (6) to permit the Trustee to comply with any duties imposed upon it by law; (7) to specify further the duties and responsibilities of, and to define further the relationships among, among the Trustee, any Authenticating Agent and any paying agent, and to evidence the succession of a successor Trustee as permitted hereunder; (8) to add to the covenants of the Company for the benefit of the Holders of one or more series of Notes, to add to the security for all of the Notes, to surrender a right or power conferred on the Company herein or to add any Event of Default with respect to one or more series of Notes; (9) to comply with the Company's obligations under Section 5.06; and (910) to make any other change that is not prejudicial to the HoldersHolders in any material respect. (b) 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 which may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. (c) Any supplemental indenture authorized by this Section 13.01 12.01 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 13.02 12.02 hereof.

Supplemental Indentures Without Consent of Noteholders. (a) The Company, when authorized by the resolutions of the Board Resolutionof Directors, the Subsidiary Guarantor, when authorized by the resolutions of its board of directors, and the Trustee may may, from time to time time, and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes: (1a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Notes, any property or assets; (b) to evidence the assumption by a successor Person of the obligations of the Company pursuant to Article 12; (c) to add guarantees or guarantors with respect to the Notes; (d) to add to the covenants of the Company or the Subsidiary Guarantor such further covenants for the benefit of the holders of Notes, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants a default or an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided that in respect of any such additional covenant such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default; (e) to cure any ambiguity or correct any inconsistency or otherwise defective provision contained in regard this Indenture, so long as such action will not adversely affect the interests of holders, provided that any such amendment made solely to conform the provisions of this Indenture to the description of the Notes in the offering memorandum relating to the Notes will be deemed not to adversely affect the interests of holders; (f) to evidence the acceptance of appointment hereunder by a successor Trustee with respect to the Notes; (g) to increase the Conversion Rate; provided, however, that such increase in the Conversion Rate shall not adversely affect the interests of the holders of the Notes (after taking into account tax and other consequences of such increase); (h) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to qualify or maintain the qualification of this Indenture under the Trust Indenture Act, or under any similar federal statute hereafter enacted; or (i) make any provision with respect to matters or questions arising under this Indenture as that the Company may be deem necessary or desirable, desirable and that shall not be inconsistent with this Indenture or prejudicial to the interests of the Holders in any material respect, for the purpose of supplying any omission, curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provision; (2) to change or eliminate any of the provisions of this Indenture, provided that any such change will not have a material adverse effect on the interests of the Noteholders. Upon the written request of the Company, accompanied by a copy of the resolutions of the Board of Directors certified by its Secretary or elimination shall become effective only when there is no Note outstanding created prior to Assistant Secretary and related resolutions of the board of directors of the Subsidiary Guarantor authorizing the execution of such any supplemental indenture which is entitled to the benefit of such provision or such change or elimination is applicable only to Notes issued after the effective date of such change or elimination; (3) to establish the form of Notes of any series as permitted by Section 2.01 hereof or to establish or reflect any terms of any Note of any series determined pursuant to Section 2.05 hereof; (4) to evidence the succession of another corporation to the Company as permitted hereunder, and the assumption by any such successor of the covenants of the Company herein and in the Notes; (5) to grant to or confer upon the Trustee for the benefit of the Holders any additional rights, remedies, powers or authority; (6) to permit the Trustee to comply with any duties imposed upon it by law; (7) to specify further the duties and responsibilities of, and to define further the relationships amongindenture, the Trustee, any Authenticating Agent and any paying agent, and to evidence the succession of a successor Trustee as permitted hereunder; (8) to add to the covenants of the Company for the benefit of the Holders of one or more series of Notes, to add to the security for all of the Notes, to surrender a right or power conferred on the Company herein or to add any Event of Default with respect to one or more series of Notes; and (9) to make any other change that is not prejudicial to the Holders. (b) 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 which that may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to to, but may in its discretion, enter into any such supplemental indenture which that affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise. (c) . Any supplemental indenture authorized by the provisions of this Section 13.01 11.01 may be executed by the Company Company, the Subsidiary Guarantor and the Trustee without the consent of the Holders holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 13.02 hereof11.02. Notwithstanding any other provision of the Indenture or the Notes, the Registration Rights Agreement and the obligation to pay Additional Interest thereunder may be amended, modified or waived in accordance with the provisions of the Registration Rights Agreement.

Supplemental Indentures Without Consent of Noteholders. (a) The Company, when authorized by Board Resolution, and the Trustee 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: (1) to make such provision in regard to matters or questions arising under this Indenture as may be necessary or desirable, and not inconsistent with this Indenture or prejudicial to the interests of the Holders in any material respect, for the purpose of supplying any omission, curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provision; (2) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Note outstanding Outstanding created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision or such change or elimination is applicable only to Notes issued after the effective date of such change or elimination; (3) to establish the form of Notes of any series as permitted by Section 2.01 hereof or to establish or reflect any terms of any Note of any series determined pursuant to Section 2.05 hereof; (4) to evidence the succession of another corporation to the Company as permitted hereunder, and the assumption by any such successor of the covenants of the Company herein and in the Notes; (5) to grant to or confer upon the Trustee for the benefit of the Holders any additional rights, remedies, powers or authority; (6) to permit the Trustee to comply with any duties imposed upon it by law; (7) to specify further the duties and responsibilities of, and to define further the relationships among, among the Trustee, any Authenticating Agent and any paying agent, and to evidence the succession of a successor Trustee as permitted hereunder; (8) to add to the covenants of the Company for the benefit of the Holders of one or more series or tranches of Notes, to add to the security for all of the Notes, to surrender a right or power conferred on the Company herein or to add any Event of Default with respect to one or more series or tranches of Notes; (9) to comply with the Company's obligations under Section 6.07; and (910) to make any other change that is not prejudicial to the HoldersHolders in any material respect. (b) 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 which may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. (c) Any supplemental indenture authorized by this Section 13.01 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 13.02 hereof.

Supplemental Indentures Without Consent of Noteholders. (a) The Company, when authorized by a Board Resolution, and the Trustee Trustee, at the Company’s expense, 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: (1a) to make such provision cure any ambiguity, omission, defect or inconsistency in regard to matters or questions arising under this Indenture as may be necessary or desirable, and not inconsistent with this Indenture or prejudicial to the interests Notes in a manner that does not individually or in the aggregate adversely affect the rights of the Holders any Noteholder in any material respect, for the purpose of supplying any omission, curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provision; (2b) to change or eliminate any provide for the assumption by a Successor Company of the provisions obligations of the Company under this Indenture, provided that any such change or elimination shall become effective only when there is no Note outstanding created prior Indenture pursuant to the execution of such supplemental indenture which is entitled to the benefit of such provision or such change or elimination is applicable only to Notes issued after the effective date of such change or eliminationArticle 12; (3c) to establish the form of Notes of any series as permitted by Section 2.01 hereof or add guarantees with respect to establish or reflect any terms of any Note of any series determined pursuant to Section 2.05 hereof; (4) to evidence the succession of another corporation to the Company as permitted hereunder, and the assumption by any such successor of the covenants of the Company herein and in the Notes; (5d) to grant to or confer upon secure the Trustee for the benefit of the Holders any additional rights, remedies, powers or authorityNotes; (6e) to permit the Trustee to comply with any duties imposed upon it by law; (7) to specify further the duties and responsibilities of, and to define further the relationships among, the Trustee, any Authenticating Agent and any paying agent, and to evidence the succession of a successor Trustee as permitted hereunder; (8) to add to the covenants or Events of Default of the Company for the benefit of the Holders of one Noteholders or more series of Notes, to add to the security for all of the Notes, to surrender a any right or power conferred on upon the Company herein or to add any Event of Default with respect to one or more series of Notes; andCompany; (9f) to make any other change that is does not prejudicial adversely affect the rights of any holder (other than any holder who consents to such change) in any material respect; (g) to provide for a successor Trustee with respect to the Holders.Notes; (bh) to comply with any requirement of the SEC in connection with the qualification of this Indenture under the Trust Indenture Act; (i) to conform the terms of this Indenture or the Notes to the description thereof in the Offering Memorandum as set forth in an Officer’s Certificate; (j) to provide for the items described in Section 15.06(a); or (k) to issue additional Notes as provided in Section 2.11. 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 which that may be therein contained and to accept the conveyance, transfer and assignment of any property thereundercontained, but the Trustee shall not be obligated to to, but may in its discretion, enter into any such supplemental indenture which that affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise. (c) . Any supplemental indenture authorized by the provisions of this Section 13.01 11.01 may be executed by the Company and the Trustee without the consent of the Holders holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 13.02 hereof11.02.

Supplemental Indentures Without Consent of Noteholders. (a) The ------------------------------------------------------ Company, when authorized by the resolutions of the Board Resolutionof Directors, and the Trustee 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: (1a) to make provision with respect to the conversion rights of the holders of Notes pursuant to the requirements of Section 15.6; (b) subject to Article IV, to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Notes, any property or assets; (c) to evidence the succession of another corporation to the Company, or successive successions, and the assumption by the successor corporation of the covenants, agreements and obligations of the Company pursuant to Article XII; (d) to add to the covenants of the Company such further covenants, restrictions or conditions for the benefit of the holders of Notes, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions or conditions a default or an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, however, that in -------- ------- respect of any such additional covenant, restriction or condition such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default ; (e) to provide for the issuance under this Indenture of Notes in coupon form (including Notes registrable as to principal only) and to provide for exchangeability of such Notes with the Notes issued hereunder in fully registered form and to make all appropriate changes for such purpose; (f) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture as may be necessary or desirable, and which shall not inconsistent with this Indenture or prejudicial to materially adversely affect the interests of the Holders in any material respect, for the purpose holders of supplying any omission, curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provision; (2) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Note outstanding created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision or such change or elimination is applicable only to Notes issued after the effective date of such change or elimination; (3) to establish the form of Notes of any series as permitted by Section 2.01 hereof or to establish or reflect any terms of any Note of any series determined pursuant to Section 2.05 hereof; (4) to evidence the succession of another corporation to the Company as permitted hereunder, and the assumption by any such successor of the covenants of the Company herein and in the Notes; (5g) to grant to or confer upon the Trustee evidence and provide for the benefit acceptance of the Holders any additional rights, remedies, powers or authority; (6) to permit the Trustee to comply with any duties imposed upon it appointment hereunder by law; (7) to specify further the duties and responsibilities of, and to define further the relationships among, the Trustee, any Authenticating Agent and any paying agent, and to evidence the succession of a successor Trustee as permitted hereunder;with respect to the Notes; or (8) h) to modify, eliminate or add to the covenants provisions of this Indenture to such extent as shall be necessary to effect the Company for qualifications of this Indenture under the benefit of the Holders of one Trust Indenture Act, or more series of Notes, to add to the security for all of the Notes, to surrender a right or power conferred on the Company herein or to add under any Event of Default with respect to one or more series of Notes; and (9) to make any other change that is not prejudicial to the Holders. (b) similar federal statute hereafter enacted. 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 which may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to to, but may in its discretion, enter into any such supplemental indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. (c) . Any supplemental indenture authorized by the provisions of this Section 13.01 11.1 may be executed by the Company and the Trustee without the consent of the Holders holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 13.02 hereof11.2.

Supplemental Indentures Without Consent of Noteholders. (a) The Company, when authorized by a resolution of its Board Resolutionof Directors, and the Trustee 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: (1a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Notes any property or assets; (b) to evidence the succession of another corporation to the Company, or successive successions, and the assumption by the successor corporation of the covenants, agreements and obligations of the Company pursuant to ARTICLE 8 hereof; (c) to add to the covenants of the Company such further covenants, restrictions, conditions or provisions as the Board of Directors shall consider to be for the protection of the Holders of Notes, and to make the occurrence, or the occurrence and continuance of a Default in any such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; PROVIDED that in respect of any such additional covenant, restriction, condition or provision, such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other Defaults) or may provide for immediate enforcement upon such an Event of Default or may limit the remedies available to the Trustee due solely to such an Event of Default or may limit the right of the Holders of a majority in aggregate principal amount of the Notes to waive such an Event of Default; (d) to cure any ambiguity or to cure, correct or supplement any defective provision contained herein or in the Notes, or to make such provision other provisions in regard to matters or questions arising under this Indenture or under any supplemental indenture as the Board of Directors may be deem necessary or desirable, and in any case which the Trustee and the Company shall determine (i) are not inconsistent with this Indenture or prejudicial to and the Notes and (ii) shall not adversely affect the interests of the Holders in any material respect, for the purpose of supplying any omission, curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provision; (2) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Note outstanding created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision or such change or elimination is applicable only to Notes issued after the effective date of such change or elimination; (3) to establish the form of Notes of any series as permitted by Section 2.01 hereof or to establish or reflect any terms of any Note of any series determined pursuant to Section 2.05 hereof; (4) to evidence the succession of another corporation to the Company as permitted hereunder, and the assumption by any such successor of the covenants of the Company herein and in the Notes; (5e) to grant to modify or confer upon the Trustee for the benefit of the Holders supplement this Indenture or any additional rights, remedies, powers or authority; (6) indenture supplemental hereto in such manner as to permit the Trustee to comply with qualification thereof under the TIA or any duties imposed upon it by law; (7) to specify further the duties and responsibilities of, and to define further the relationships among, the Trustee, any Authenticating Agent and any paying agent, and to evidence the succession of a successor Trustee as permitted hereunder; (8) to add to the covenants of the Company for the benefit of the Holders of one or more series of Notes, to add to the security for all of the Notes, to surrender a right or power conferred on the Company herein or to add any Event of Default with respect to one or more series of Notesother similar federal statute hereafter in effect; and (9f) to make any other change that is not prejudicial permit or facilitate the issuance of Notes pursuant to the Holders. (b) provisions hereof. The Trustee is hereby authorized to join with the Company in the execution of any such supplemental indentureIndenture, to make any further appropriate agreements and stipulations which that may be therein contained continued and to accept the conveyance, transfer and assignment transfer, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which that affects the Trustee's own rights, duties duties, indemnities or immunities under this Indenture or otherwise. (c) . Any supplemental indenture authorized by the provisions of this Section 13.01 SECTION 7.1 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 13.02 SECTION 7.2 hereof.

Supplemental Indentures Without Consent of Noteholders. (a) The Company, when authorized by the resolutions of the Board Resolutionof Directors, and the Trustee 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: (1a) to make provision with respect to the conversion rights of the holders of Notes pursuant to the requirements of Section 15.6; (b) subject to Article IV, to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Notes, any property or assets; (c) to evidence the succession of another corporation to the Company, or successive successions, and the assumption by the successor corporation of the covenants, agreements and obligations of the Company pursuant to Article XII; (d) to add to the covenants of the Company such further covenants, restrictions or conditions as the Board of Directors and the Trustee shall consider to be for the benefit of the holders of Notes, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions or conditions a default or an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; PROVIDED, HOWEVER, that in respect of any such additional covenant, restriction or condition such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default; (e) to provide for the issuance under this Indenture of Notes in coupon form (including Notes registrable as to principal only) and to provide for exchangeability of such Notes with the Notes issued hereunder in fully registered form and to make all appropriate changes for such purpose; (f) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture as may be necessary or desirable, and which shall not inconsistent with this Indenture or prejudicial to materially adversely affect the interests of the Holders in any material respect, for the purpose holders of supplying any omission, curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provision; (2) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Note outstanding created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision or such change or elimination is applicable only to Notes issued after the effective date of such change or elimination; (3) to establish the form of Notes of any series as permitted by Section 2.01 hereof or to establish or reflect any terms of any Note of any series determined pursuant to Section 2.05 hereof; (4) to evidence the succession of another corporation to the Company as permitted hereunder, and the assumption by any such successor of the covenants of the Company herein and in the Notes; (5g) to grant to or confer upon the Trustee evidence and provide for the benefit acceptance of the Holders any additional rights, remedies, powers or authority; (6) to permit the Trustee to comply with any duties imposed upon it appointment hereunder by law; (7) to specify further the duties and responsibilities of, and to define further the relationships among, the Trustee, any Authenticating Agent and any paying agent, and to evidence the succession of a successor Trustee as permitted hereunder; with respect to the Notes; or (8) h) to modify, eliminate or add to the covenants provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the Trust Indenture Act, or under any similar federal statute hereafter enacted. Upon the request of the Company for the benefit Company, accompanied by a copy of the Holders of one or more series of Notes, to add to the security for all resolutions of the NotesBoard of Directors certified by its Secretary or Assistant Secretary authorizing the execution of any such supplemental indenture, to surrender a right or power conferred on the Company herein or to add any Event of Default with respect to one or more series of Notes; and (9) to make any other change that is not prejudicial to the Holders. (b) The Trustee is hereby authorized to shall join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to to, but may in its discretion, enter into any such supplemental indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. (c) . Any supplemental indenture authorized by the provisions of this Section 13.01 11.1 may be executed by the Company and the Trustee without the consent of the Holders holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 13.02 hereof11.2.

Supplemental Indentures Without Consent of Noteholders. (a) The Company, when authorized by the resolutions of the Board Resolutionof Directors, and the Trustee 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: (1a) to make provision with respect to the conversion rights of the holders of Notes pursuant to the requirements of Section 15.6; (b) subject to Article IV, to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Notes, any property or assets; (c) to evidence the succession of another corporation to the Company, or successive successions, and the assumption by the successor corporation of the covenants, agreements and obligations of the Company pursuant to Article XII; (d) to add to the covenants of the Company such further covenants, restrictions or conditions for the benefit of the holders of Notes, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions or conditions a default or an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant, restriction or (e) to provide for the issuance under this Indenture of Notes in coupon form (including Notes registrable as to principal only) and to provide for exchangeability of such Notes with the Notes issued hereunder in fully registered form and to make all appropriate changes for such purpose; (f) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture as may be necessary or desirable, and which shall not inconsistent with this Indenture or prejudicial to materially adversely affect the interests of the Holders in any material respect, for the purpose holders of supplying any omission, curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provision; (2) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Note outstanding created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision or such change or elimination is applicable only to Notes issued after the effective date of such change or elimination; (3) to establish the form of Notes of any series as permitted by Section 2.01 hereof or to establish or reflect any terms of any Note of any series determined pursuant to Section 2.05 hereof; (4) to evidence the succession of another corporation to the Company as permitted hereunder, and the assumption by any such successor of the covenants of the Company herein and in the Notes; (5g) to grant to or confer upon the Trustee evidence and provide for the benefit acceptance of the Holders any additional rights, remedies, powers or authority; (6) to permit the Trustee to comply with any duties imposed upon it appointment hereunder by law; (7) to specify further the duties and responsibilities of, and to define further the relationships among, the Trustee, any Authenticating Agent and any paying agent, and to evidence the succession of a successor Trustee as permitted hereunder;with respect to the Notes; or (8) h) to modify, eliminate or add to the covenants provisions of this Indenture to such extent as shall be necessary to effect the Company for qualifications of this Indenture under the benefit of the Holders of one Trust Indenture Act, or more series of Notes, to add to the security for all of the Notes, to surrender a right or power conferred on the Company herein or to add under any Event of Default with respect to one or more series of Notes; and (9) to make any other change that is not prejudicial to the Holders. (b) similar federal statute hereafter enacted. 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 which may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to to, but may in its discretion, enter into any such supplemental indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. (c) . Any supplemental indenture authorized by the provisions of this Section 13.01 11.1 may be executed by the Company and the Trustee without the consent of the Holders holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 13.02 hereof11.2.

Supplemental Indentures Without Consent of Noteholders. (a) The Company, when authorized by a Board Resolution, and the Trustee 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: (1a) to make provision with respect to the conversion rights of the holders of Notes pursuant to the requirements of Section 14.6; (b) subject to Article XV, to convey, transfer, assign, mortgage or pledge to the Trustee, as security for the Notes, any property or assets; (c) to evidence the succession of another person to the Company, or successive successions, and the assumption by the Successor Company of the covenants, agreements and obligations of the Company pursuant to Article XI; (d) to add to the covenants of the Company such further covenants, restrictions or conditions as the Board of Directors and the Trustee shall consider to be for the benefit of the holders of Notes and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions or conditions a default or an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture; provided that in respect of any such additional covenant, restriction or condition, such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default; (e) to provide for the issuance under this Indenture of Notes in coupon form (including Notes registrable as to principal only) and to provide for exchangeability of such Notes with the Notes issued hereunder in fully registered form and to make all appropriate changes for such purpose; (f) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture that may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture as may be necessary or desirable, and that shall not inconsistent with this Indenture or prejudicial to adversely affect the interests of the Holders in any material respect, for the purpose holders of supplying any omission, curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provision; (2) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Note outstanding created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision or such change or elimination is applicable only to Notes issued after the effective date of such change or elimination; (3) to establish the form of Notes of any series as permitted by Section 2.01 hereof or to establish or reflect any terms of any Note of any series determined pursuant to Section 2.05 hereof; (4) to evidence the succession of another corporation to the Company as permitted hereunder, and the assumption by any such successor of the covenants of the Company herein and in the Notes; (5g) to grant to or confer upon the Trustee evidence and provide for the benefit acceptance of the Holders any additional rights, remedies, powers or authority; (6) to permit the Trustee to comply with any duties imposed upon it appointment hereunder by law; (7) to specify further the duties and responsibilities of, and to define further the relationships among, the Trustee, any Authenticating Agent and any paying agent, and to evidence the succession of a successor Trustee as permitted hereunder;with respect to the Notes; or (8) h) to modify, eliminate or add to the covenants provisions of this Indenture to such extent necessary to effect the Company for qualification of this Indenture under the benefit of the Holders of one Trust Indenture Act (if applicable), or more series of Notes, to add to the security for all of the Notes, to surrender a right or power conferred on the Company herein or to add under any Event of Default with respect to one or more series of Notes; and similar federal statute hereafter enacted (9) to make any other change that is not prejudicial to the Holders. (b) if applicable). 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 which that may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to to, but may in its discretion, enter into any such supplemental indenture which that affects the Trustee's own rights, duties duties, protections, privileges, liabilities or immunities under this Indenture or otherwise. (c) . Any supplemental indenture authorized by the provisions of this Section 13.01 10.1 may be executed by the Company and the Trustee without the consent of the Holders holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 13.02 hereof10.2.

Supplemental Indentures Without Consent of Noteholders. (a) The CompanyWithout the consent of the Holders of any Notes, the Issuer, when authorized by a resolution of its Board Resolutionof Directors, and the Trustee may may, subject to the provisions of Sections 11.6 and 11.7, from time to time and at any time enter into an indenture one or more indentures supplemental hereto or in amendment hereof, in form satisfactory to the Trustee, for one or more any of the following purposes: (1) to make such provision in regard correct or amplify the description of any property at any time subject to matters the lien of this Indenture, or questions arising under better to assure, convey and confirm unto the Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject to the lien of this Indenture as may be necessary or desirable, and not inconsistent with this Indenture or prejudicial to the interests of the Holders in any material respect, for the purpose of supplying any omission, curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provision;additional property; or (2) to change add to the conditions, limitations and restrictions on the authorized amount, terms or eliminate any purposes of issue of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Note outstanding created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision or such change or elimination is applicable only to Notes issued after the effective date of such change or elimination;Notes; or (3) to establish the form of Notes of any series as permitted by Section 2.01 hereof or to establish or reflect any terms of any Note of any series determined pursuant to Section 2.05 hereof; (4) to evidence the succession of another corporation to the Company as permitted hereunder, Issuer and the assumption by any such successor of the covenants of the Company Issuer herein and in the Notes;Notes contained; or (54) to grant to or confer upon the Trustee for the benefit of the Holders any additional rights, remedies, powers or authority; (6) to permit the Trustee to comply with any duties imposed upon it by law; (7) to specify further the duties and responsibilities of, and to define further the relationships among, the Trustee, any Authenticating Agent and any paying agent, and to evidence the succession of a successor Trustee as permitted hereunder; (8) to add to the covenants of the Company Issuer for the benefit of the Holders of one Notes and to make the occurrence, or more series the occurrence and continuance, of Notesa default in any of such additional covenants an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture; provided, however, that with respect to any such covenant, such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default; (5) to surrender any right or power herein conferred upon the Issuer; or (6) to cure any ambiguity, to add 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 security for all provisions of this Indenture, provided such action shall not adversely affect the interests of the Holders of the Notes, ; or (7) to surrender a right or power conferred on the Company herein or permit fully registered Notes to add any Event of Default be exchanged for coupon Notes (which may be registrable as to principal only); or (8) to make further provisions with respect to one or more series the administration and operation of Notesthe Book-Entry System and the transfer, payment, selection for redemption and redemption of Notes in accordance therewith; andor (9) to make any other change secure or maintain ratings from a Rating Agency, provided that is (i) the changes necessary to obtain or secure such ratings do not prejudicial to adversely affect the Holders. (b) 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 which may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. (c) Any supplemental indenture authorized by this Section 13.01 may be executed by the Company and the Trustee without the consent interests of the Holders of the Notes and (ii) the Trustee receives an Opinion of Note Counsel to the effect that such changes are permitted by applicable law; or (10) to modify, amend or supplement this Indenture in such manner as to permit the qualification hereof under the Trust Indenture Act of 1939 or any similar federal statute hereafter in effect or to permit the qualification of the Notes for sale under the securities laws of any of the Notes at the time outstanding, notwithstanding any states of the United States, and, if they so determine, to add to this Indenture such other terms, conditions and provisions as may be permitted by said Trust Indenture Act of Section 13.02 hereof1939 or similar federal statute.

Supplemental Indentures Without Consent of Noteholders. (a) The ------------------------------------------------------- Company, when authorized by the resolutions of the Board Resolutionof Directors, and the Trustee 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: (1a) to make provision with respect to the conversion rights of the holders of Notes pursuant to the requirements of Section 15.6; (b) subject to Article IV, to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Notes, any property or assets; (c) to evidence the succession of another corporation to the Company, or successive successions, and the assumption by the successor corporation of the covenants, agreements and obligations of the Company pursuant to Article XII; (d) to add to the covenants of the Company such further covenants, restrictions or conditions for the benefit of the holders of Notes, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions or conditions a default or an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, however, that in ----------------- respect of any such additional covenant, restriction or condition such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default; (e) to provide for the issuance under this Indenture of Notes in coupon form (including Notes registrable as to principal only) and to provide for exchangeability of such Notes with the Notes issued hereunder in fully registered form and to make all appropriate changes for such purpose; (f) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture as may be necessary or desirable, and which shall not inconsistent with this Indenture or prejudicial to materially adversely affect the interests of the Holders in any material respect, for the purpose holders of supplying any omission, curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provision; (2) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Note outstanding created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision or such change or elimination is applicable only to Notes issued after the effective date of such change or elimination; (3) to establish the form of Notes of any series as permitted by Section 2.01 hereof or to establish or reflect any terms of any Note of any series determined pursuant to Section 2.05 hereof; (4) to evidence the succession of another corporation to the Company as permitted hereunder, and the assumption by any such successor of the covenants of the Company herein and in the Notes; (5g) to grant to or confer upon the Trustee evidence and provide for the benefit acceptance of the Holders any additional rights, remedies, powers or authority; (6) to permit the Trustee to comply with any duties imposed upon it appointment hereunder by law; (7) to specify further the duties and responsibilities of, and to define further the relationships among, the Trustee, any Authenticating Agent and any paying agent, and to evidence the succession of a successor Trustee as permitted hereunder;with respect to the Notes; or (8) h) to modify, eliminate or add to the covenants provisions of this Indenture to such extent as shall be necessary to effect the Company for qualifications of this Indenture under the benefit of the Holders of one Trust Indenture Act, or more series of Notes, to add to the security for all of the Notes, to surrender a right or power conferred on the Company herein or to add under any Event of Default with respect to one or more series of Notes; and (9) to make any other change that is not prejudicial to the Holders. (b) similar federal statute hereafter enacted. 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 which may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to to, but may in its discretion, enter into any such supplemental indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. (c) . Any supplemental indenture authorized by the provisions of this Section 13.01 11.1 may be executed by the Company and the Trustee without the consent of the Holders holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 13.02 hereof11.2.

Supplemental Indentures Without Consent of Noteholders. (a) The Company, when authorized by the resolutions of the Board Resolutionof Directors, and the Trustee may may, from time to time time, and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes: (1b) subject to Article 4, to convey, transfer, assign, mortgage or - pledge to the Trustee as security for the Notes, any property or assets; (c) to evidence the succession of another Person to the Company, or successive successions, and the assumption by the successor Person of the covenants, agreements and obligations of the Company pursuant to Article 12; -- (d) to add to the covenants of the Company such further covenants, restrictions or conditions as the Board of Directors and the Trustee shall consider to be for the benefit of the holders of Notes, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions or conditions a default or an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided that in respect of any such additional covenant, restriction or condition, such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default; (e) to provide for the issuance under this Indenture of Notes in coupon form (including Notes registrable as to principal only) and to provide for exchangeability of such Notes with the Notes issued hereunder in fully registered form and to make all appropriate changes for such purpose; (f) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture that may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such provision other provisions in regard to matters or questions arising under this Indenture as may be necessary or desirable, and that shall not inconsistent with this Indenture or prejudicial to materially adversely affect the interests of the Holders in any material respect, for the purpose holders of supplying any omission, curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provision; (2) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Note outstanding created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision or such change or elimination is applicable only to Notes issued after the effective date of such change or elimination; (3) to establish the form of Notes of any series as permitted by Section 2.01 hereof or to establish or reflect any terms of any Note of any series determined pursuant to Section 2.05 hereof; (4) to evidence the succession of another corporation to the Company as permitted hereunder, and the assumption by any such successor of the covenants of the Company herein and in the Notes; (5g) to grant to or confer upon the Trustee evidence and provide for the benefit acceptance of the Holders any additional rights, remedies, powers or authority; (6) to permit the Trustee to comply with any duties imposed upon it appointment hereunder by law; (7) to specify further the duties and responsibilities of, and to define further the relationships among, the Trustee, any Authenticating Agent and any paying agent, and to evidence the succession of a successor Trustee as permitted hereunder;with respect to the Notes; or (8) h) to modify, eliminate or add to the covenants provisions of this Indenture to such extent as shall be necessary to effect the qualifications of this Indenture under the Trust Indenture Act, or under any similar federal statute hereafter enacted. Upon the written request of the Company for the benefit Company, accompanied by a copy of the Holders of one or more series of Notes, to add to the security for all resolutions of the NotesBoard of Directors certified by its Secretary or Assistant Secretary authorizing the execution of any supplemental indenture, to surrender a right or power conferred on the Company herein or to add any Event of Default with respect to one or more series of Notes; and (9) to make any other change that is not prejudicial to the Holders. (b) 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 which that may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to to, but may in its discretion, enter into any such supplemental indenture which that affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. (c) . Any supplemental indenture authorized by the provisions of this Section 13.01 11.01 may be executed by the Company and the Trustee without the consent of the Holders ----- holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 13.02 hereof11.02. ----- Notwithstanding any other provision of this Indenture or the Notes, the Registration Rights Agreement and the obligation to pay Liquidated Damages thereunder may be amended, modified or waived in accordance with the provisions of the Registration Rights Agreement.

Supplemental Indentures Without Consent of Noteholders. (a) The Company, when authorized by the resolutions of the Board Resolutionof Directors, and the Trustee 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: (1a) to make provision with respect to the conversion rights of the holders of Notes pursuant to the requirements of Section 15.6; (b) subject to Article IV, to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Notes, any property or assets; (c) to evidence the succession of another corporation to the Company, or successive successions, and the assumption by the successor corporation of the covenants, agreements and obligations of the Company pursuant to Article XII; (d) to add to the covenants of the Company such further covenants, restrictions or conditions as the Board of Directors and the Trustee shall consider to be for the benefit of the holders of Notes, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions or conditions a default or an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; PROVIDED, HOWEVER, that in respect of any such additional covenant, restriction or condition such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default; (e) to provide for the issuance under this Indenture of Notes in coupon form (including Notes registrable as to principal only) and to provide for exchangeability of such Notes with the Notes issued hereunder in fully registered form and to make all appropriate changes for such purpose; (f) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture as may be necessary or desirable, and which shall not inconsistent with this Indenture or prejudicial to materially adversely affect the interests of the Holders in any material respect, for the purpose holders of supplying any omission, curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provision; (2) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Note outstanding created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision or such change or elimination is applicable only to Notes issued after the effective date of such change or elimination; (3) to establish the form of Notes of any series as permitted by Section 2.01 hereof or to establish or reflect any terms of any Note of any series determined pursuant to Section 2.05 hereof; (4) to evidence the succession of another corporation to the Company as permitted hereunder, and the assumption by any such successor of the covenants of the Company herein and in the Notes; (5g) to grant to or confer upon the Trustee evidence and provide for the benefit acceptance of the Holders any additional rights, remedies, powers or authority; (6) to permit the Trustee to comply with any duties imposed upon it appointment hereunder by law; (7) to specify further the duties and responsibilities of, and to define further the relationships among, the Trustee, any Authenticating Agent and any paying agent, and to evidence the succession of a successor Trustee as permitted hereunder;with respect to the Notes; or (8) h) to modify, eliminate or add to the covenants provisions of this Indenture to such extent as shall be necessary to effect the Company for qualifications of this Indenture under the benefit of the Holders of one Trust Indenture Act, or more series of Notes, to add to the security for all of the Notes, to surrender a right or power conferred on the Company herein or to add under any Event of Default with respect to one or more series of Notes; and (9) to make any other change that is not prejudicial to the Holders. (b) similar federal statute hereafter enacted. 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 which may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to to, but may in its discretion, enter into any such supplemental indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. (c) . Any supplemental indenture authorized by the provisions of this Section 13.01 11.1 may be executed by the Company and the Trustee without the consent of the Holders holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 13.02 hereof11.2.

Supplemental Indentures Without Consent of Noteholders. (a) The Company, when authorized by the resolutions of the Board Resolutionof Directors, and the Trustee Trustee, at the Company's expense, 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: (1a) to make such provision in regard to matters or questions arising under this Indenture as may be necessary or desirable, and not inconsistent with this Indenture or prejudicial respect to the interests conversion rights of the Holders in any material respect, for Noteholders pursuant to the purpose requirements of supplying any omission, curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provisionSection 15.06; (2b) to change convey, transfer, assign, mortgage or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Note outstanding created prior pledge to the execution of such supplemental indenture which is entitled to Trustee as security for the benefit of such provision Notes, any property or such change or elimination is applicable only to Notes issued after the effective date of such change or eliminationassets; (3) to establish the form of Notes of any series as permitted by Section 2.01 hereof or to establish or reflect any terms of any Note of any series determined pursuant to Section 2.05 hereof; (4c) to evidence the succession of another corporation to the Company as permitted hereunderCompany, or successive successions, and the assumption by any such the successor corporation of the covenants covenants, agreements and obligations of the Company herein and in the Notespursuant to Article 12; (5d) to grant to or confer upon the Trustee for the benefit of the Holders any additional rights, remedies, powers or authority; (6) to permit the Trustee to comply with any duties imposed upon it by law; (7) to specify further the duties and responsibilities of, and to define further the relationships among, the Trustee, any Authenticating Agent and any paying agent, and to evidence the succession of a successor Trustee as permitted hereunder; (8) to add to the covenants of the Company such further covenants, restrictions or conditions for the benefit of the Holders of one Noteholders, or more series of Notes, to add to the security for all of the Notes, to surrender a any right or power conferred on upon the Company herein Company, and to make the occurrence, or to add the occurrence and continuance, of a default in any such additional covenants, restrictions or conditions a default or an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant, restriction or condition such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default; (e) to increase, from time to time, the Conversion Rate in the manner described under and Section 15.04(h); (f) to add or modify any provision of this Indenture (not expressly addressed in this Section 11.01) which the Company and the Trustee may deem necessary or desirable and which will not adversely affect the interests of holders of the Notes in any material respect; (g) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture; provided that such modification or amendment does not, in the good faith opinion of the Company's Board of Directors and the Trustee, adversely affect the interests of the holders of Notes in any material respect; provided further that any amendment made solely to conform the provisions of the Indenture to the "Description of the Notes" section of the Prospectus, dated May 22, 2007 relating to the initial offering of the Notes will not be deemed to adversely affect the interests of the holders of the Notes; or (h) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualifications of this Indenture under the Trust Indenture Act, or complying with the requirements of the Commissioner with respect to one or more series thereto; Upon the written request of Notes; and (9) to make any other change that is not prejudicial to the Holders. (b) 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 which may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to to, but may in its discretion, enter into any such supplemental indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. (c) . Any supplemental indenture authorized by the provisions of this Section 13.01 11.01 may be executed by the Company and the Trustee without the consent of the Holders holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 13.02 hereof11.02.

Supplemental Indentures Without Consent of Noteholders. (a) The Company, when authorized by the resolutions of the Board Resolutionof Directors, and the Trustee may may, from time to time time, and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes: (1a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Notes, any property or assets; (b) to evidence the succession of another Person to the Company, or successive successions, and the assumption by the successor Person of the covenants, agreements and obligations of the Company pursuant to Article 12; (c) to add to the covenants of the Company such further covenants, restrictions or conditions as the Board of Directors and the Trustee shall consider to be for the benefit of the holders of Notes, and to make the occurrence, or the occurrence and continuance, of a Default in any such additional covenants, restrictions or conditions a Default or an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided that in respect of any such additional covenant, restriction or condition, such supplemental indenture may provide for a particular period of grace after Default (which period may be shorter or longer than that allowed in the case of other Defaults) or may provide for an immediate enforcement upon such Default or may limit the remedies available to the Trustee upon such Default; (d) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture that may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such provision other provisions in regard to matters or questions arising under this Indenture as may be necessary or desirable, and that shall not inconsistent with this Indenture or prejudicial to materially adversely affect the interests of the Holders in any material respect, for the purpose holders of supplying any omission, curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provision; (2) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Note outstanding created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision or such change or elimination is applicable only to Notes issued after the effective date of such change or elimination; (3) to establish the form of Notes of any series as permitted by Section 2.01 hereof or to establish or reflect any terms of any Note of any series determined pursuant to Section 2.05 hereof; (4) to evidence the succession of another corporation to the Company as permitted hereunder, and the assumption by any such successor of the covenants of the Company herein and in the Notes; (5e) to grant to or confer upon the Trustee evidence and provide for the benefit acceptance of appointment hereunder by a successor Trustee with respect to the Holders any additional rights, remedies, powers or authorityNotes; (6f) to permit the Trustee to comply with any duties imposed upon it by law; (7) to specify further the duties and responsibilities ofmodify, and to define further the relationships among, the Trustee, any Authenticating Agent and any paying agent, and to evidence the succession of a successor Trustee as permitted hereunder; (8) to eliminate or add to the covenants provisions of this Indenture to such extent as shall be necessary to effect the Company for qualifications of this Indenture under the benefit of the Holders of one Trust Indenture Act, or more series of Notes, to add under any similar federal statute hereafter enacted; or (g) make other changes to the security for all indenture or forms or terms of the Notes, to surrender provided no such change individually or in the aggregate with all other such changes has or will have a right or power conferred material adverse effect on the Company herein interests of the Noteholders. Upon the written request of the Company, accompanied by a copy of the resolutions of the Board of Directors certified by its Secretary or to add Assistant Secretary authorizing the execution of any Event of Default with respect to one or more series of Notes; and (9) to make any other change that is not prejudicial to supplemental indenture, the Holders. (b) 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 which that may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, if any, but the Trustee shall not be obligated to to, but may in its discretion, enter into any such supplemental indenture which that affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. (c) Any supplemental indenture authorized by this Section 13.01 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 13.02 hereof.

Supplemental Indentures Without Consent of Noteholders. (a) The CompanyIssuer, when authorized by Board a Management Committee Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto hereto, without the consent of the Noteholders, for one or more of the following purposes: (1a) to evidence the succession of another Person to the Issuer, and the assumption by any such successor of the covenants of the Issuer contained herein or otherwise established with respect to the Notes; (b) to add to the covenants of the Issuer such further covenants for the protection of the holders of the Notes of all or any series as the Management Committee and the Trustee shall consider to be for the protection of the holders of Notes of all or any series, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants an Event of Default with respect to that series permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant or Event of Default, such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults), may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the holders of a majority in aggregate principal amount of the Notes of such series to waive such default; (c) to cure any ambiguity or to correct or supplement any provision contained herein which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such provision other provisions in regard to matters or questions arising under this Indenture as may be necessary or desirable, and are not inconsistent with the provisions of this Indenture or prejudicial to and in all such cases do not adversely affect the interests of the Holders holders of the Notes of any series in any material respect, for the purpose of supplying any omission, curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provision; (2d) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Note outstanding Outstanding of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision or such change or elimination is applicable only to Notes issued after the effective date of such change or eliminationprovision; (3e) to modify or supplement this Indenture in such manner as to permit the qualification thereof under the Trust Indenture Act or any other similar federal statute hereafter in effect; (f) to issue any Notes with original issue discount; (g) to establish the form forms or terms of Notes of any series as permitted by Section 2.01 hereof or to establish or reflect any terms of any Note of any series determined pursuant to Section 2.05 hereof;2.01; or (4h) to evidence and provide for the succession acceptance of another corporation appointment hereunder by a successor trustee with respect to the Company as permitted hereunder, and the assumption by any such successor of the covenants of the Company herein and in the Notes; (5) to grant to or confer upon the Trustee for the benefit of the Holders any additional rights, remedies, powers or authority; (6) to permit the Trustee to comply with any duties imposed upon it by law; (7) to specify further the duties and responsibilities of, and to define further the relationships among, the Trustee, any Authenticating Agent and any paying agent, and to evidence the succession of a successor Trustee as permitted hereunder; (8) to add to the covenants of the Company for the benefit of the Holders Notes of one or more series of Notes, and to add to the security for all or change any of the Notesprovisions of this Indenture as is necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, to surrender a right or power conferred on the Company herein or to add any Event of Default with respect to one or more series of Notes; and (9) to make any other change that is not prejudicial pursuant to the Holders. (b) requirements of Section 7.11. The Trustee is hereby authorized to join with the Company Issuer in the execution of any such supplemental indenture, and to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer and assignment of any property thereundercontained, but the Trustee shall not be obligated to enter into any such supplemental indenture which affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise. (c) . Any supplemental indenture authorized by the provisions of this Section 13.01 9.01 may be executed by the Company Issuer and the Trustee without the consent of the Holders holders of any of the Notes at the time outstandingOutstanding, notwithstanding any of the provisions of Section 13.02 hereof9.02.

Supplemental Indentures Without Consent of Noteholders. (a) The In addition to any supplemental indenture otherwise authorized by this Indenture, the Company, when authorized by a resolution of its Board Resolutionof Directors (which resolution may provide general terms or parameters for such action and may provide that the specific terms of such action may be determined in accordance with or pursuant to a Company Order), and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto without the consent of the Holders, for one or more of the following purposes: (1) to make such provision in regard to matters or questions arising under this Indenture as may be necessary or desirable, and not inconsistent with this Indenture or prejudicial to the interests of the Holders in any material respect, for the purpose of supplying any omission, curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provision; (2) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Note outstanding created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision or such change or elimination is applicable only to Notes issued after the effective date of such change or elimination; (3) to establish the form of Notes of any series as permitted by Section 2.01 hereof or to establish or reflect any terms of any Note of any series determined pursuant to Section 2.05 hereof; (4i) to evidence the succession of another corporation Person to the Company as permitted hereunderCompany, or successive successions, and the assumption by any such the successor Person of the covenants covenants, agreements and obligations of the Company herein and in the Notes;pursuant to Article 5; (5ii) to grant to or confer upon the Trustee for the benefit of the Holders any additional rights, remedies, powers or authority; (6) to permit the Trustee to comply with any duties imposed upon it by law; (7) to specify further the duties and responsibilities of, and to define further the relationships among, the Trustee, any Authenticating Agent and any paying agent, and to evidence the succession of a successor Trustee as permitted hereunder; (8) to add to the covenants of the Company or other provisions hereof such further covenants, restrictions, conditions or provisions as the Company shall consider to be for the benefit protection of the Holders of one or more series of the Notes, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, that in respect of any such additional covenant, restriction, condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an Event of Default or may limit the remedies available to the Trustee upon such an Event of Default or may limit the right of the Holders of a majority in aggregate principal amount of the Notes to waive such an Event of Default; (iii) to cure any ambiguity or to correct or supplement any provision contained herein which may be defective or inconsistent with any other provision contained herein, or in the Offering Memorandum with respect to the Notes or to make any other provisions as the Company may deem necessary or desirable with respect to matters or questions arising under this Indenture, provided that no such action shall materially adversely affect the interests of the Holders of the Notes; (iv) to provide for the issuance of Additional Notes; (v) to provide for any guarantee of the Notes by a parent of the Company or to confirm and evidence the release, termination or discharge of any such guarantee of the Notes when such release, termination or discharge is permitted under this Indenture. Notwithstanding anything to the contrary set forth herein, no supplemental indenture entered into pursuant to this clause (v) may contravene the provisions of Section 2.17 or Article 3 of this Indenture; (vi) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Notes and to add to the security for all 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 surrender a right or power conferred on the Company herein or to add any Event requirements of Default with respect to one or more series of Notes; Section 7.07; and (9vii) to make any other change changes that is do not prejudicial to materially and adversely affect the HoldersHolders of the Notes. (b) 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 which may be therein contained and to accept the conveyance, transfer and assignment transfer, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise. (c) Any supplemental indenture authorized by the provisions of this Section 13.01 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 13.02 hereof9.02.

Supplemental Indentures Without Consent of Noteholders. (a) The CompanyWithout the consent of the Holders of any Notes, when authorized by Board Resolution, the Issuer and the Trustee may Indenture Trustee, at any time and from time to time time, upon delivery of a Tax Opinion and at upon delivery by the Issuer to the Indenture Trustee of an Officer's Certificate to the effect that the Issuer reasonably believes that such amendment will not, and is not reasonably expected to, result in the occurrence of an Early Amortization Event or Event of Default or will not have an Adverse Effect and is not reasonably expected to have an Adverse Effect, may amend this Indenture or any time Indenture Supplement or enter into an indenture or indentures supplemental hereto for one or more 72 MASTER INDENTURE supplemental indentures hereto or thereto, in form satisfactory to the Indenture Trustee, for any of the following purposes: (1) to make such provision in regard to matters or questions arising under this Indenture as may be necessary or desirable, and not inconsistent with this Indenture or prejudicial to the interests of the Holders in any material respect, for the purpose of supplying any omission, curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provision; (2) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Note outstanding created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision or such change or elimination is applicable only to Notes issued after the effective date of such change or elimination; (3) to establish the form of Notes of any series as permitted by Section 2.01 hereof or to establish or reflect any terms of any Note of any series determined pursuant to Section 2.05 hereof; (4a) to evidence the succession of another corporation Entity to the Company as permitted hereunderIssuer, and the assumption by any such successor of the covenants of the Company Issuer herein and in the Notes;; or (5b) to grant to or confer upon the Trustee for the benefit of the Holders any additional rights, remedies, powers or authority; (6) to permit the Trustee to comply with any duties imposed upon it by law; (7) to specify further the duties and responsibilities of, and to define further the relationships among, the Trustee, any Authenticating Agent and any paying agent, and to evidence the succession of a successor Trustee as permitted hereunder; (8) to add to the covenants of the Company Issuer, or to surrender any right or power herein conferred upon the Issuer for the benefit of the Holders of the Notes of any or all Series or Classes (and if such covenants or the surrender of such right or power are to be for the benefit of less than all Series or Classes of Notes, stating that such covenants are expressly being included or such surrenders are expressly being made solely for the benefit of one or more series specified Series or Classes); or (c) 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; or (d) to add to this Indenture such provisions as may be expressly permitted by the Trust Indenture Act, excluding, however, the provisions referred to in Section 3.16(a)(2) of Notesthe Trust Indenture Act as in effect at the date as of which this Indenture was executed or any corresponding provision in any similar federal statute hereafter enacted; or (e) to establish any form of Note, as provided in Article II, and to provide for the issuance of any Series or Class of Notes as provided in Article III and to set forth the terms thereof, and/or to add to the security for all rights of the Notes, Holders of the Notes of any Series or Class; or (f) to surrender evidence and provide for the acceptance of appointment of a right or power conferred on the Company herein or to add any Event of Default successor Indenture Trustee hereunder with respect to one or more series Series or Classes of Notes; and (9) to make any other change that is not prejudicial to the Holders. (b) 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 which may be therein contained Notes and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated add to enter into any such supplemental indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. (c) Any supplemental indenture authorized by this Section 13.01 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 change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Indenture Trustee, pursuant to Section 13.02 hereof.8.11; or (g) if one or more additional Transferors under the Transfer and Servicing Agreement are added to, or replaced under, the Transfer and Servicing Agreement, or if one or more additional Originators under the Receivables Purchase Agreements are added to, or replaced under, the Receivables Purchase Agreements, or one or more additional Beneficiaries under the Trust Agreement are added to, or replaced under, the Trust Agreement, to make any necessary changes to the Indenture or any other related document; or (h) to provide for the additions of Collateral and the issuance of Notes backed by any such additional Collateral; or

Supplemental Indentures Without Consent of Noteholders. (a) The CompanyIssuer and Guarantors, when authorized by Board Resolutiona resolution of their respective Boards of Directors, the Trustee and the Trustee may Agent may, without notice to or the consent of the Holders of any of the Notes at any time Outstanding, from time to time and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes: (1a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Notes any property or assets; (b) to evidence the succession of another Person to the Issuer or any Guarantor, or the substitution or addition of another Person as Guarantor, or successive successions, substitutions or additions and the assumption by such Person(s) of the covenants, agreements and obligations of the Issuer or any Guarantor pursuant to Clause 8; (c) to evidence and provide for the acceptance of appointment of a successor or successors to the Trustee, the Agent and/or any paying agent, transfer agent or registrar, as applicable; (d) to add to the covenants of the Issuer or the Guarantors, such further covenants, restrictions, conditions or provisions as the Issuer, any such Guarantors and the Trustee shall consider to be for the protection of the Holders of Notes, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions, conditions or provisions an Event of Default under the Notes permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, that, in respect of any such additional covenant, restriction, condition, or provision, such supplemental indenture may provide for a particular period of grace after default (which may be shorter or longer than that allowed in the case of other defaults) or may limit the remedies available to the Trustee upon such an Event of Default or may limit the right of the Holders of a majority in aggregate principal amount of the Notes to waive such an Event of Default; (e) to modify the restrictions on, and procedures for, resale and other transfers of the Notes pursuant to law, regulation or practice relating to the resale or transfer of restricted securities generally; (f) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such provision other provisions in regard to matters or questions arising under this Indenture or under any supplemental indenture as the Issuer or the Trustee may be deem necessary or desirable, desirable and which will not inconsistent with this Indenture or prejudicial to adversely affect the interests of the Holders holders of the Notes in any material respect, for the purpose of supplying any omission, curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provision; (2) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Note outstanding created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision or such change or elimination is applicable only to Notes issued after the effective date of such change or elimination; (3) to establish the form of Notes of any series as permitted by Section 2.01 hereof or to establish or reflect any terms of any Note of any series determined pursuant to Section 2.05 hereof; (4) to evidence the succession of another corporation to the Company as permitted hereunder, and the assumption by any such successor of the covenants of the Company herein and in the Notes; (5) to grant to or confer upon the Trustee for the benefit of the Holders any additional rights, remedies, powers or authority; (6) to permit the Trustee to comply with any duties imposed upon it by law; (7) to specify further the duties and responsibilities of, and to define further the relationships among, the Trustee, any Authenticating Agent and any paying agent, and to evidence the succession of a successor Trustee as permitted hereunder; (8) to add to the covenants of the Company for the benefit of the Holders of one or more series of Notes, to add to the security for all of the Notes, to surrender a right or power conferred on the Company herein or to add any Event of Default with respect to one or more series of Notes; and (9g) to make any other change that is not prejudicial "reopen" the Notes and create and issue additional notes having identical terms and conditions as the applicable Notes (or in all respects except for the issue date, issue price, payment of interest accruing prior to the Holders. (bissue date of such additional notes and/or the first payment of interest following the issue date of such additional notes) so that the additional Notes are consolidated and form a single series with the Outstanding Notes in accordance with Subclause 2.1. The Trustee is hereby authorized to join with the Company Issuer and the Guarantors in the execution of any such indenture or indenture supplemental indenturehereto, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer and assignment transfer, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. (c) . Any supplemental indenture authorized by the provisions of this Section 13.01 Subclause 7.1(g) 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 13.02 hereofSubclause 7.2.

Supplemental Indentures Without Consent of Noteholders. (a) The Company, when authorized by Board Resolution, and the Trustee may at any time and from time to time and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes: : (1) to make such provision in regard to matters or questions arising under this Indenture as may be necessary or desirable, desirable and not inconsistent with this Indenture or prejudicial to the interests of the Holders in any material respect, for the purpose of supplying any omission, curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provision; ; provided that such provision shall not adversely affect the interests of Holders of outstanding Notes created prior to the execution of such supplemental indenture in any material respect; (2) to change or eliminate any of the provisions of this Indenture, ; provided that any such change or elimination shall become effective only when there is no Note outstanding created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision or such change or elimination is applicable only to Notes issued after the effective date of such change or elimination; provision; (3) to secure the Notes; (4) to establish the form of Notes of any series as permitted by Section 2.01 hereof or to establish or reflect any terms of any Note of any series determined pursuant to Section 2.05 hereof; 2.05; (45) to evidence the succession of another corporation to the Company as permitted hereunderCompany, and the assumption by any such successor of the covenants of the Company herein and in the Notes; ; (56) to grant to or confer upon the Trustee for the benefit of the Holders any additional rights, remedies, powers or authority; ; (67) to permit the Trustee to comply with any duties imposed upon it by law; ; (7) 8) to specify further the duties and responsibilities of, and to define further the relationships among, the Trustee, any Authenticating Agent and any paying agent, and to evidence the succession of a successor Trustee as permitted hereunder; ; (8) 9) to add to the covenants of the Company for the benefit of the Holders of one all or more series any Notes (and if such covenants are to be for the benefit of less than all Notes, to add to stating that such covenants are expressly being included solely for the security for all benefit of the such Notes, ) or to surrender a right or power conferred on the Company herein or herein; and (10) to add any Event additional Events of Default with respect (and if such Events of Default are to one or more series be applicable to less than all Notes, stating that such Events of Default are expressly being included for the benefit of such Notes; and (9) to make any other change that is not prejudicial to the Holders). (b) 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 which may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. (c) Any supplemental indenture authorized by this Section 13.01 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 13.02 hereof.

Supplemental Indentures Without Consent of Noteholders. (a) The Company, when authorized by the resolutions of the Board Resolutionof Directors, and the Trustee Trustee, at the Company’s expense, 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: (1a) to make provision with respect to the conversion rights of the holders of Notes pursuant to the requirements of Article 15; (b) subject to Article 4, to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Notes, any property or assets; (c) to evidence the succession of another corporation to the Company, or successive successions, and the assumption by the successor corporation of the covenants, agreements and obligations of the Company pursuant to Article 12; (d) to add to the covenants of the Company such further covenants, restrictions or conditions for the benefit of the holders of Notes, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions or conditions a default or an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant, restriction or condition such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default; (e) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture as may be necessary or desirable, and which shall not inconsistent with this Indenture or prejudicial to materially adversely affect the interests of the Holders in any material respect, for holders of the purpose of supplying any omission, curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provisionNotes; (2f) to change evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Notes; or (g) to modify, eliminate or eliminate any of add to the provisions of this IndentureIndenture to such extent as shall be necessary to effect the qualifications of this Indenture under the Trust Indenture Act, provided that or under any such change or elimination shall become effective only when there is no Note outstanding created prior to similar federal statute hereafter enacted. Upon the written request of the Company, accompanied by a Board Resolution authorizing the execution of such supplemental indenture which is entitled to the benefit of such provision or such change or elimination is applicable only to Notes issued after the effective date of such change or elimination; (3) to establish the form of Notes of any series as permitted by Section 2.01 hereof or to establish or reflect any terms of any Note of any series determined pursuant to Section 2.05 hereof; (4) to evidence the succession of another corporation to the Company as permitted hereunder, and the assumption by any such successor of the covenants of the Company herein and in the Notes; (5) to grant to or confer upon the Trustee for the benefit of the Holders any additional rights, remedies, powers or authority; (6) to permit the Trustee to comply with any duties imposed upon it by law; (7) to specify further the duties and responsibilities of, and to define further the relationships amongindenture, the Trustee, any Authenticating Agent and any paying agent, and to evidence the succession of a successor Trustee as permitted hereunder; (8) to add to the covenants of the Company for the benefit of the Holders of one or more series of Notes, to add to the security for all of the Notes, to surrender a right or power conferred on the Company herein or to add any Event of Default with respect to one or more series of Notes; and (9) to make any other change that is not prejudicial to the Holders. (b) 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 which may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to to, but may in its discretion, enter into any such supplemental indenture which affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise. (c) . Any supplemental indenture authorized by the provisions of this Section 13.01 11.01 may be executed by the Company and the Trustee without the consent of the Holders holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 13.02 hereof11.02. Notwithstanding any other provision of the Indenture or the Notes, the Registration Rights Agreement and the obligation to pay Liquidated Damages thereunder may be amended, modified or waived solely in accordance with the provisions of the Registration Rights Agreement.

Supplemental Indentures Without Consent of Noteholders. (a) The CompanyIssuer, when authorized by a resolution of its respective Board Resolutionof Directors, and the Trustee 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: (1a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Notes any property or assets; (b) to evidence the succession of another corporation to the Issuer, or successive successions, and the assumption by the successor corporation of the covenants, agreements and obligations of the Issuer pursuant to Article 8; (c) pursuant to Section 3.09, following any Public Issuance, to incorporate by reference any covenant any covenant applicable to such securities that is substantially similar to Section 3.09; (d) to add to the covenants of the Issuer such further covenants, restrictions, conditions or provisions as its respective Board of Directors and the Trustee shall consider to be for the protection of the holders of Notes, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, that in respect of any such additional covenant, restriction, condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an Event of Default or may limit the remedies available to the Trustee upon such an Event of Default or may limit the right of the holders of a majority in aggregate principal amount of the Notes to waive such an Event of Default; (e) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture; or to make such provision other provisions in regard to matters or questions arising under this Indenture or under any supplemental indenture as the Board of Directors of the Issuer may be deem necessary or desirabledesirable and not, and not inconsistent with this Indenture or prejudicial based on an Opinion of Counsel, to adversely affect the interests of the Holders in any material respect, for the purpose holders of supplying any omission, curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provision; (2) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Note outstanding created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision or such change or elimination is applicable only to Notes issued after the effective date of such change or elimination; (3) to establish the form of Notes of any series as permitted by Section 2.01 hereof or to establish or reflect any terms of any Note of any series determined pursuant to Section 2.05 hereof; (4) to evidence the succession of another corporation to the Company as permitted hereunder, and the assumption by any such successor of the covenants of the Company herein and in the Notes; (5f) to grant provide for the issuance under this Indenture of Notes in coupon form (including Notes registrable as to principal only) and to provide for exchangeability of such Notes with Notes issued hereunder in fully registered form, and to make all appropriate changes for such purpose and to provide for uncertificated Notes in addition to or confer upon the Trustee for the benefit in place of the Holders any additional rights, remedies, powers or authoritycertificated Notes; (6g) to permit secure the Trustee to comply with any duties imposed upon it by law; (7) to specify further the duties and responsibilities of, and to define further the relationships among, the Trustee, any Authenticating Agent and any paying agent, and to evidence the succession of a successor Trustee as permitted hereunder; (8) to add to the covenants of the Company for the benefit of the Holders of one or more series of Notes, to add to the security for all of the Notes, to surrender a right or power conferred on the Company herein Notes or to add any Event of Default guarantees with respect to one or more series of Notesthereto; and (9h) to make any other change that is not prejudicial comply with requirements of the Commission in order to effect or maintain the Holders. (b) qualification of the Indenture under the Trust Indenture Act. 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 which may be therein contained and to accept the conveyance, transfer and assignment transfer, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. (c) . Any supplemental indenture authorized by the provisions of this Section 13.01 may be executed by the Company and the Trustee without the consent of the Holders holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 13.02 hereof7.02.

Supplemental Indentures Without Consent of Noteholders. (a) The CompanyCompany and the Guarantor, when authorized by a Board ResolutionResolution or a Member Action, as applicable, and the Trustee may may, from time to time time, and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes: (1a) to make provision with respect to the conversion rights of the holders of Notes pursuant to the requirements of Section 9.07 or the repurchase obligations of the Company pursuant to the requirements of Section 3.08(h). (b) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Notes, any property or assets; (c) to evidence the assumption by a successor Person of the obligations of the Company or the Guarantor pursuant to Article VII; (d) to add to the Events of Default and covenants of the Company or the Guarantor such provision further Events of Default and covenants for the benefit of the holders of Notes, and to make the occurrence, or the occurrence and continuance, of a default in regard to matters any such additional covenants a default or questions arising under an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth or to surrender any power conferred upon the Company or any Guarantor; provided, that in respect of any such additional covenant such supplemental indenture may provide for a particular period of grace after default (which period may be necessary shorter or desirable, and not inconsistent with this Indenture longer than that allowed in the case of other defaults) or prejudicial may provide for an immediate enforcement upon such default or may limit the remedies available to the interests of the Holders in any material respect, for the purpose of supplying any omission, curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provisionTrustee upon such default; (2) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Note outstanding created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision or such change or elimination is applicable only to Notes issued after the effective date of such change or elimination; (3e) to establish the form of Notes of any series as permitted by Section 2.01 hereof forms or to establish or reflect any terms of any Note of any series determined pursuant to Section 2.05 hereof; (4) to evidence the succession of another corporation to the Company as permitted hereunder, and the assumption by any such successor of the covenants of the Company herein and in the Notes; (5f) to grant to cure any ambiguity or confer upon the Trustee for the benefit of the Holders correct any additional rights, remedies, powers or authorityerror in this Indenture; (6g) to permit evidence the acceptance of appointment hereunder by a successor Trustee with respect to comply with any duties imposed upon it by lawthe Notes; (7h) to specify further modify, eliminate or add to the duties and responsibilities ofprovisions of this Indenture to such extent as shall be necessary to qualify or maintain the qualification of this First Supplemental Indenture under the Trust Indenture Act, and to define further the relationships among, the Trustee, or under any Authenticating Agent and any paying agent, and to evidence the succession of a successor Trustee as permitted hereundersimilar federal statute hereafter enacted; (8) i) to add increase the Conversion Rate; (j) to facilitate the discharge of the Notes; (k) to facilitate the registration of the Notes; or (l) to make other changes to the covenants of the Company for the benefit of the Holders of one Indenture or more series of Notes, to add to the security for all forms or terms of the Notes, to surrender provided, no such change individually or in the aggregate with all other such changes, individually or in the aggregate, has or will have a right or power conferred material adverse effect on the interests of the Noteholders. Upon the written request of the Company herein or to add and the Guarantor accompanied by a copy of each Board Resolution and Member Action authorizing the execution of any Event of Default with respect to one or more series of Notes; and (9) to make any other change that is not prejudicial to supplemental indenture, the Holders. (b) The Trustee is hereby authorized to join with the Company and the Guarantor in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which that may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to to, but may in its discretion, enter into any such supplemental indenture which that affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise. (c) . Any supplemental indenture authorized by the provisions of this Section 13.01 6.02 may be executed by the Company Company, the Guarantor, and the Trustee without the consent of the Holders holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 13.02 hereof6.03.

Supplemental Indentures Without Consent of Noteholders. (a) The Company, when authorized by Board Resolutionat the Company’s expense, and the Trustee may may, from time to time and at any time enter into an indenture time, amend this Indenture, the Notes, the Note Guarantees or indentures supplemental hereto for one or more of the following purposesany Security Documents to: (1a) to make such provision in regard to matters cure any ambiguity, omission, defect or questions arising under this Indenture as may be necessary or desirable, and inconsistency that does not inconsistent with this Indenture or prejudicial to the interests of the adversely affect Holders in any material respect, for the purpose of supplying any omission, curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provision; (2b) to change or eliminate any provide for the assumption by a Successor Company of the provisions obligations of the Company under this Indenture, provided that any such change or elimination shall become effective only when there is no Note outstanding created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision or such change or elimination is applicable only to Notes issued after the effective date of such change or elimination; (3c) to establish increase the form Conversion Rate of Notes of any series as permitted by Section 2.01 hereof or to establish or reflect any terms of any Note of any series determined pursuant to Section 2.05 hereof; (4) to evidence the succession of another corporation to the Company as permitted hereunder, and the assumption by any such successor of the covenants of the Company herein and in the Notes; (5d) add guarantees or additional obligors with respect to grant to or confer upon the Trustee for the benefit of the Holders any additional rights, remedies, powers or authorityNotes; (6e) to permit the Trustee to comply with any duties imposed upon it by law; (7) to specify further the duties and responsibilities of, and to define further the relationships among, the Trustee, any Authenticating Agent and any paying agent, and to evidence the succession of a successor Trustee as permitted hereunder; (8) to add to the covenants of the Company or its Restricted Subsidiaries for the benefit of the Holders of one or more series of Notes, to add to the security for all of the Notes, to surrender a any right or power conferred on upon the Company herein Company; (f) make any change that does not adversely affect the rights of any Holder in any material respects; (g) conform the provisions of this Indenture, the Note Guarantees, the Security Documents or the Notes to any provision of the section entitled “Description of the New Notes” as set forth in the Exchange Offer Document; (h) add any Event additional Events of Default Default; (i) comply with the requirements of the Commission or any applicable securities depositary or stock exchange on which the Common Stock may be listed; (j) provide for uncertificated Notes in addition to or in place of certificated Notes; (k) make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes; provided, however, that (a) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (b) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (l) to allow any Guarantor to execute a supplemental Indenture and/or a Note Guarantee with respect to one the Notes or more series of Notes; andto release a Guarantor as provided in this Indenture; (9m) to make make, complete or confirm any other change grant of Collateral permitted or required by this Indenture or any of the Security Documents or any release of Collateral that is becomes effective as set forth in this Indenture or any of the Security Documents; or (n) evidence and provide the acceptance of the appointment of a successor Trustee under the Indenture. In addition, the Trustee and the First-Lien Notes Collateral Agent will be authorized to amend the Intercreditor Agreement or the Security Documents to add additional secured parties holding Permitted Additional Pari Passu Obligations, First-Lien Note Obligations, Second-Lien Note Obligations or ABL Obligations permitted by this Indenture with the same Lien priorities and rights as provided in the Intercreditor Agreement or to enter into intercreditor arrangements with the holders of any such Indebtedness so long as the terms of such intercreditor arrangements are not prejudicial less favorable to the Holders. (b) The holders of Notes than the intercreditor provisions contained in the Security Agreement and the Intercreditor Agreement. 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 which that may be therein contained and to accept the conveyance, transfer and assignment of any property thereundercontained, but the Trustee shall not be obligated to to, but may in its discretion, enter into any such supplemental indenture which that affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise. (c) . Any supplemental indenture authorized by the provisions of this Section 13.01 11.01 may be executed by the Company Company, the Guarantors 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 13.02 hereof11.02.

Supplemental Indentures Without Consent of Noteholders. (a) The CompanyWithout the consent of the Holders of Notes, when authorized by Board Resolutionthe Issuer, the Guarantor and the Trustee 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: (1i) to cure any ambiguity or to cure, correct or supplement any provision contained herein or in the Notes or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in the Notes or in any supplemental indenture, or to make such provision other provisions in regard to matters or questions arising under this Indenture as may be Indenture, the Notes or under any supplemental indenture in any manner necessary or desirable, desirable and which shall not inconsistent with this Indenture or prejudicial to materially adversely affect the interests rights of the Holders in any material respect, for the purpose of supplying any omission, curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provisionNoteholders; (2) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Note outstanding created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision or such change or elimination is applicable only to Notes issued after the effective date of such change or elimination; (3) to establish the form of Notes of any series as permitted by Section 2.01 hereof or to establish or reflect any terms of any Note of any series determined pursuant to Section 2.05 hereof; (4ii) to evidence the succession of another corporation Person to the Company as permitted hereunder, Issuer or the Guarantor and the assumption by any such successor of the covenants of the Company Issuer or the Guarantor herein and in the Notes; (5iii) to grant to evidence the Merger of another Person into the Issuer or confer upon the Trustee for Guarantor, or the benefit of Issuer or the Holders any additional rights, remedies, powers or authority; (6) to permit the Trustee to comply with any duties imposed upon it by law; (7) to specify further the duties and responsibilities ofGuarantor into another Person, and to define further provide for the relationships among, assumption by the Trustee, any Authenticating Agent and any paying agent, and surviving Person in a Merger effected in accordance with Section 10.01. (iv) to evidence and provide the succession acceptance of the appointment of a successor Trustee as permitted hereunder; (8) v) to make any change that does not materially adversely affect the rights of any Holder of Notes; (vi) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Notes any property or assets pursuant to the requirements of Sections 3.07 and 10.01(c); and (vii) to issue Additional Notes under Section 2.09; (viii) to add to the covenants of the Company Issuer or the Guarantor further covenants, restrictions, conditions or provisions for the benefit protection of the Holders of one or more series of Notes, to add to the security for all of the Notes, and to surrender make the occurrence, or the occurrence and continuance, of a right Default in respect of any such additional covenants, restrictions, conditions or power conferred on the Company herein or to add any provisions an Event of Default with permitting the enforcement of all or any of the several remedies provided in this Indenture or in the Notes as herein set forth; provided that, in respect to one of any additional covenant, restriction, condition or more series provision, such supplemental indenture may provide for a particular period of Notes; and grace after Default (9which period may be shorter or longer than that allowed in the case of other Defaults) to make any other change that is not prejudicial or may provide for an immediate enforcement upon such an Event of Default or may limit the remedies available to the Holders. (b) Noteholders upon such an Event of Default or may limit the right of the Holders of a Majority in aggregate principal amount of the Notes at the time Outstanding to waive such Event of Default. 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 which may be therein contained and to accept the conveyance, transfer and assignment transfer, assignment, mortgage or pledge of any property thereunder, or assets thereunder but the Trustee shall not be obligated to enter into any such supplemental indenture which affects the Trustee's own rights, duties or immunities under this Indenture hereunder or otherwise. (c) . Any supplemental indenture authorized by the provisions of this Section 13.01 7.01 may be executed by the Company and the Trustee without the consent of the Holders of any of the Notes Noteholders at the time outstandingOutstanding, notwithstanding any of the provisions of Section 13.02 hereof7.02.

Supplemental Indentures Without Consent of Noteholders. (a) The Company, when authorized by the resolutions of the Company's Board Resolutionof Directors, the Issuer, when authorized by the resolutions of the Issuer's Board of Directors, any Subsidiary Guarantor, when authorized by the resolutions of its board of directors, and the Trustee may may, from time to time time, and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes: (1a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Notes, any property or assets; (b) to evidence the assumption by a successor Person of the obligations of the Company pursuant to Article 12 or to modify this Indenture in accordance with Sections 3.06(h), 11.02, 14.06 or 14.07; (c) to provide for the issuance of Additional Notes as provided in this Indenture; (d) to add guarantees or guarantors with respect to the Notes; (e) to add to the covenants of the Company, the Issuer or the Subsidiary Guarantors such further covenants for the benefit of the holders of Notes, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants a default or an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided that in respect of any such additional covenant such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default; (f) to cure any ambiguity or correct any inconsistency or otherwise defective provision contained in regard this Indenture, so long as such action will not adversely affect the interests of holders, provided that any such amendment to cure any ambiguity or correct any inconsistent or otherwise defective provision contained in this Indenture made solely to conform the provisions of this Indenture to the description of the Notes in the Offering Memorandum will be deemed not to adversely affect the interests of holders of the Notes; (g) to evidence the acceptance of appointment hereunder by a successor Trustee with respect to the Notes; (h) to increase the Exchange Rate; provided, however, that such increase in the Exchange Rate shall not adversely affect the interests of the holders of the Notes (after taking into account tax and other consequences of such increase); (i) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to qualify or maintain the qualification of this Indenture under the Trust Indenture Act, or under any similar federal statute hereafter enacted; (j) make any changes or modifications necessary in connection with the registration of the Notes under the Securities Act as contemplated in the Registration Rights Agreement; provided, that such change or modification does not, in the good faith opinion of the Company's Board of Directors, adversely affect the interest of the holders of the Notes; or (k) make any provision with respect to matters or questions arising under this Indenture as that the Company may be deem necessary or desirable, desirable and that shall not be inconsistent with this Indenture or prejudicial to the interests of the Holders in any material respect, for the purpose of supplying any omission, curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provision; (2) to change or eliminate any of the provisions of this Indenture, provided that any such change will not have a material adverse effect on the interests of the Noteholders. Upon the written request of the Company, accompanied by (i) a copy of the resolutions of the Company's Board of Directors certified by its Secretary or elimination shall become effective only when there is no Note outstanding created prior to Assistant Secretary; (ii) the related resolutions of the Issuer's Board of Directors certified by its Secretary or Assistant Secretary; and (iii) the related resolutions of the board of directors of each Subsidiary Guarantors authorizing the execution of such any supplemental indenture which is entitled to the benefit of such provision or such change or elimination is applicable only to Notes issued after the effective date of such change or elimination; (3) to establish the form of Notes of any series as permitted by Section 2.01 hereof or to establish or reflect any terms of any Note of any series determined pursuant to Section 2.05 hereof; (4) to evidence the succession of another corporation to the Company as permitted hereunder, and the assumption by any such successor of the covenants of the Company herein and in the Notes; (5) to grant to or confer upon the Trustee for the benefit of the Holders any additional rights, remedies, powers or authority; (6) to permit the Trustee to comply with any duties imposed upon it by law; (7) to specify further the duties and responsibilities of, and to define further the relationships amongindenture, the Trustee, any Authenticating Agent and any paying agent, and to evidence the succession of a successor Trustee as permitted hereunder; (8) to add to the covenants of the Company for the benefit of the Holders of one or more series of Notes, to add to the security for all of the Notes, to surrender a right or power conferred on the Company herein or to add any Event of Default with respect to one or more series of Notes; and (9) to make any other change that is not prejudicial to the Holders. (b) 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 which that may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to to, but may in its discretion, enter into any such supplemental indenture which that affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. (c) Any supplemental indenture authorized by this Section 13.01 . Notwithstanding any other provision of the Indenture or the Notes, the Registration Rights Agreement and the obligation to pay Additional Interest thereunder may be executed by the Company and the Trustee without the consent of the Holders of any of the Notes at the time outstandingamended, notwithstanding any of modified or waived in accordance with the provisions of Section 13.02 hereofthe Registration Rights Agreement.

Supplemental Indentures Without Consent of Noteholders. (a) The Company, when authorized by Board Resolution, and the Trustee 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: (1) to make such provision in regard to matters or questions arising under this Indenture as may be necessary or desirable, and not inconsistent with this Indenture or prejudicial to the interests of the Holders in any material respect, for the purpose of supplying any omission, curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provision; (2) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Note outstanding created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision or such change or elimination is applicable only to Notes issued after the effective date of such change or elimination; (3) to establish the form of Notes of any series as permitted by Section 2.01 hereof or to establish or reflect any terms of any Note of any series determined pursuant to Section 2.05 hereof; (4) to evidence the succession of another corporation to the Company as permitted hereunder▇▇▇▇▇▇▇▇▇, and the assumption by any such successor of the covenants of the Company herein and in the Notes; (5) to grant to or confer upon the Trustee for the benefit of the Holders any additional rights, remedies, powers or authority; (6) to permit the Trustee to comply with any duties imposed upon it by law; (7) to specify further the duties and responsibilities of, and to define further the relationships among, the Trustee, any Authenticating Agent and any paying agent, and to evidence the succession of a successor Trustee ▇▇▇▇▇▇▇ as permitted hereunder; (8) to add to the covenants of the Company for the benefit of the Holders of one or more series of Notes, to add to the security for all of the Notes, to surrender a right or power conferred on the Company herein or to add any Event of Default with respect to one or more series of Notes; and (9) to make any other change that is not prejudicial to the Holders. (b) 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 which may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. (c) Any supplemental indenture authorized by this Section 13.01 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 13.02 hereof.

Supplemental Indentures Without Consent of Noteholders. (a) The In addition to any supplemental indenture otherwise authorized by this Indenture, the Company, when authorized by a Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto hereto, without the consent of the Noteholders, for one or more of the following purposes: (1a) to evidence the succession of another corporation to the Company, and the assumption by any such successor of the covenants of the Company contained herein or otherwise established with respect to the Notes; (b) to add to the covenants of the Company such further covenants, restrictions, conditions or provisions for the protection of the holders of the Notes of all or any series as the Board of Directors shall reasonably consider to be for the protection of the holders of Notes of all or any series, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions, conditions or provisions a default or an Event of Default with respect to that series permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant, restriction, condition or provision, such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults), may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the holders of a majority in aggregate principal amount of the Notes of such series to waive such default; (c) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such provision other provisions in regard to matters or questions arising under this Indenture as may shall not be necessary or desirable, and not inconsistent with the provisions of this Indenture or prejudicial to and shall not adversely affect the interests of the Holders in holders of the Notes of any material respect, for the purpose of supplying any omission, curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provisionseries; (2d) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Note outstanding of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision or such change or elimination is applicable only to Notes issued after the effective date of such change or elimination;provision; or (3e) to establish the form of Notes of modify or supplement this Indenture or any series indenture supplemental hereto in such manner as permitted by Section 2.01 hereof or to establish or reflect any terms of any Note of any series determined pursuant to Section 2.05 hereof; (4) to evidence the succession of another corporation to the Company as permitted hereunder, and the assumption by any such successor of the covenants of the Company herein and in the Notes; (5) to grant to or confer upon the Trustee for the benefit of the Holders any additional rights, remedies, powers or authority; (6) to permit the Trustee to comply with any duties imposed upon it by law; (7) to specify further qualification thereof under the duties and responsibilities of, and to define further the relationships among, the Trustee, any Authenticating Agent and any paying agent, and to evidence the succession of a successor Trustee as permitted hereunder; (8) to add to the covenants of the Company for the benefit of the Holders of one Trust Indenture Act or more series of Notes, to add to the security for all of the Notes, to surrender a right or power conferred on the Company herein or to add any Event of Default with respect to one or more series of Notes; and (9) to make any other change that is not prejudicial to the Holders. (b) similar Federal statute hereafter in effect. The Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, and to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer and assignment of any property thereundercontained, but the Trustee shall not be obligated to enter into any such supplemental indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. (c) . Any supplemental indenture authorized by the provisions of this Section 13.01 may be executed by the Company and the Trustee without the consent of the Holders holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 13.02 hereof9.02.

Supplemental Indentures Without Consent of Noteholders. (a) The Company, when authorized by the resolutions of the Board Resolutionof Directors, and the Trustee may from time to time and at any time time, enter into an indenture or indentures supplemental hereto for one or more of the following purposes: (1a) to make such provision in regard to matters or questions arising under this Indenture as may be necessary or desirable, and not inconsistent with this Indenture or prejudicial respect to the interests conversion rights of the Holders in any material respect, for holders of Notes pursuant to the purpose requirements of supplying any omission, curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provisionSection 15.6; (2b) subject to change Article IV, to convey, transfer, assign, mortgage or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Note outstanding created prior pledge to the execution of such supplemental indenture which is entitled to Trustee as security for the benefit of such provision Notes, any property or such change or elimination is applicable only to Notes issued after the effective date of such change or eliminationassets; (3) to establish the form of Notes of any series as permitted by Section 2.01 hereof or to establish or reflect any terms of any Note of any series determined pursuant to Section 2.05 hereof; (4c) to evidence the succession of another corporation to the Company as permitted hereunderor successive successions, and the assumption by any such the successor corporation of the covenants covenants, agreements and obligations of the Company herein and in the Notespursuant to Article XII; (5d) to grant to or confer upon the Trustee for the benefit of the Holders any additional rights, remedies, powers or authority; (6) to permit the Trustee to comply with any duties imposed upon it by law; (7) to specify further the duties and responsibilities of, and to define further the relationships among, the Trustee, any Authenticating Agent and any paying agent, and to evidence the succession of a successor Trustee as permitted hereunder; (8) to add to the covenants of the Company such further covenants, restrictions or conditions as the Board of Directors and the Trustee shall consider to be for the benefit of the Holders of one or more series holders of Notes, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions or conditions a default or an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, however, that in -------- ------- respect of any such additional covenant, restriction or condition such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default; (e) to provide for the issuance under this Indenture of Notes in coupon form (including Notes registrable as to principal only) and to provide for exchangeability of such Notes with the Notes issued hereunder in fully registered form and to make all appropriate changes for such purpose; (f) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture which shall not materially adversely affect the interests of the holders of the Notes; (g) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Notes; or (h) to modify, eliminate or add to the security for all provisions of this Indenture to such extent as shall be necessary to effect the Notesqualifications of this Indenture under the Trust Indenture Act, to surrender a right or power conferred on the Company herein or to add under any Event of Default with respect to one or more series of Notes; and (9) to make any other change that is not prejudicial to the Holders. (b) similar federal statute hereafter enacted. 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 which may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to to, but may in its discretion, enter into any such supplemental indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. (c) . Any supplemental indenture authorized by the provisions of this Section 13.01 11.1 may be executed by the Company and the Trustee without the consent of the Holders holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 13.02 hereof11.2.

Supplemental Indentures Without Consent of Noteholders. (a) The Company, when authorized by Board Resolution, Company and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto without the consent of any Noteholder for one or more of the following purposes: : (1) to make such provision in regard to matters or questions arising under this Indenture as may be necessary or desirable, and not inconsistent with this Indenture or prejudicial to the interests of the Holders in any material respectHolders, for the purpose of supplying any omission, curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provision; ; (2) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Note outstanding created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision or such change or elimination is applicable only to Notes issued after the effective date of such change or elimination; ; (3) to establish the form of Notes of any series as permitted by Section 2.01 2.1 hereof or to establish or reflect any terms of any Note of any series determined pursuant to Section 2.05 2.5 hereof; ; (4) to evidence the succession of another corporation to the Company as permitted hereunderCompany, and the assumption by any such successor of the covenants of the Company herein and in the Notes; ; (5) to grant to or confer upon the Trustee for the benefit of the Holders any additional rights, remedies, powers or authority; ; (6) to permit the Trustee to comply with any duties imposed upon it by law; ; (7) to specify further the duties and responsibilities of, of and to define further the relationships among, among the Trustee, any Authenticating Agent and any paying agent, and to evidence the succession of a successor Trustee as permitted hereunder; ; (8) to add to the covenants of the Company for the benefit of the Holders of one or more series of NotesHolders, to add to the security for all of the Notes, Notes or to surrender a right or power conferred on the Company herein or to add any Event of Default with respect to one or more series of Notesherein; and and (9) to make any other change that is not prejudicial to the Trustee or the Holders. (b) 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 which may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. (c) Any supplemental indenture authorized by this Section 13.01 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 13.02 hereof.