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

Supplemental Indentures Without Consent of Noteholders. The Company, when authorized by the resolutions of the Board of 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: (a) 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 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 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. 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, but may in its discretion, enter into any supplemental indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 11.1 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 11.2.

Supplemental Indentures Without Consent of Noteholders. (a) The Company, when authorized by the resolutions of the Board of DirectorsResolution, 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: (a1) to make such provision in regard to matters or questions arising under this Indenture as may be necessary or desirable and not inconsistent with respect this Indenture or 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 conversion rights execution of the holders of Notes pursuant to the requirements of Section 15.6such supplemental indenture in any material respect; (b2) subject to Article 4, to convey, transfer, assign, mortgage change or pledge 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 Trustee as security for execution of such supplemental indenture which is entitled to the Notes, any property or assetsbenefit of such provision; (c3) to secure the Notes; (4) to establish the form of Notes as permitted by Section 2.01 or to establish or reflect any terms of any Note determined pursuant to Section 2.05; (5) to evidence the succession of another corporation to the Company, or successive successions, and the assumption by the any such successor corporation of the covenants, agreements and obligations covenants of the Company pursuant to Article 12herein and in the Notes; (d6) to grant to or confer upon the Trustee for the benefit of the Holders any additional rights, remedies, powers or authority; (7) to permit the Trustee to comply with any duties imposed upon it by law; (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; (9) 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 Holders of all or any Notes (and if such covenants are to be for the benefit of less than all Notes, stating that such covenants are expressly being included solely for the several remedies provided in this Indenture as herein set forth; PROVIDED, HOWEVER, that in respect benefit 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 defaultsNotes) or may provide for an immediate enforcement upon such default to surrender a right or may limit power conferred on the remedies available to the Trustee upon such default;Company herein; and (e10) to provide add any additional Events of Default (and if such Events of Default are to be applicable to less than all Notes, stating that such Events of Default are expressly being included for the issuance under this Indenture of Notes in coupon form (including Notes registrable as to principal only) and to provide for exchangeability benefit of such Notes with the Notes issued hereunder in fully registered form and to make all appropriate changes for such purpose;Notes). (fb) 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 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. 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, but may in its discretion, 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 11.1 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 then outstanding, notwithstanding any of the provisions of Section 11.213.02.

Supplemental Indentures Without Consent of Noteholders. The Company, when authorized by the resolutions of the Board of 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: (a) 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 4IV, 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 12XII; (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; PROVIDEDprovided, HOWEVERhowever, 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 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. 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, but may in its discretion, enter into any supplemental indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 11.1 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 11.2.

Supplemental Indentures Without Consent of Noteholders. The CompanyIssuer, when authorized by the resolutions of the Board of 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: (a) 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 Person to the CompanyIssuer, or successive successions, and the assumption by the successor corporation Person of the covenants, agreements and obligations of the Company Issuer pursuant to Article 12; (db) to add to the covenants of the Company 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, HOWEVER, provided that in respect of any such additional covenant, restriction or condition 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 Trustees upon such default; (ec) 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; (fd) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which 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 which that shall not materially adversely affect the interests of the holders of the Notes; (ge) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee trustee with respect to the Notes; or; (hf) 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 under any similar federal statute hereafter enactedenacted or the Securities Law; or (g) to make any other change that does not adversely affect any right of the holders of Notes under this Indenture. The Trustee is 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, but may in its discretion, enter into any supplemental indenture which that affects the Trustee's Trustees’ own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 11.1 11.01 may be executed by the Company Issuer and the Trustee Trustees without the consent of the holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 11.211.02 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. The Company, when authorized by the resolutions of the 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: (a) to make provision with respect to the conversion rights purchase obligations of the holders of Notes Company pursuant to the requirements of Section 15.63.02; (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 Person to the Company, or successive successions, and the assumption by the successor corporation Person of the covenants, agreements and obligations of the Company pursuant to Article 1211; (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 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; PROVIDEDprovided that, HOWEVER, that in respect of any such additional covenant, restriction or condition condition, such supplemental indenture may provide for a particular period of grace after default Default (which period may be shorter or longer than that allowed in the case of other defaultsDefaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such defaultDefault; (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 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 which that 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; (h) add additional Guarantees or additional obligors with respect to the Notes or release Guarantors from guarantees as permitted by the terms of this Indenture; or (hi) to modifyincrease, eliminate from time to time, the per annum interest rate on the 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 add Assistant Secretary authorizing the execution of any supplemental indenture (in form satisfactory to the provisions of this Indenture to such extent as shall be necessary to effect Trustee), the qualifications of this Indenture under the Trust Indenture Act, or under any 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 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, but may in its discretion, enter into any supplemental indenture which that affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 11.1 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 11.28.02.

Supplemental Indentures Without Consent of Noteholders. The Company, when authorized by the resolutions of the Company’s Board of 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: (a) 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; (cb) to evidence the succession of another corporation to the Company, or successive successions, and the assumption by the a successor corporation Person of the covenants, agreements and obligations of the Company pursuant to Article 1212 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 Company, the Issuer or the Subsidiary Guarantors such further covenants, restrictions or conditions 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, restrictions or conditions 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, HOWEVER, provided that in respect of any such additional covenant, restriction or condition 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 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 any inconsistency or supplement any otherwise defective provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenturethis Indenture, or to make so long as such other provisions in regard to matters or questions arising under this Indenture which shall action will not materially 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 and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Notes; or; (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 effect qualify or maintain the qualifications 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 that the Company may deem necessary or desirable and that shall not be inconsistent with provisions of this Indenture, provided that such change will not have a material adverse effect on the interests of the Noteholders. The 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 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 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, but may in its discretion, enter into any supplemental indenture which that affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by 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 this Section 11.1 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 11.2Registration Rights Agreement.

Supplemental Indentures Without Consent of Noteholders. The CompanyIssuer and the Guarantor, when authorized by a resolution of their respective Boards of Directors (which resolution may provide general terms or parameters for such action and may provide that the resolutions specific terms of the Board of Directorssuch 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: (a) 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 4Section 3.6, to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Notes, Notes any property or assets; (b) to add guarantees with respect to the Notes; (c) to evidence the succession of another corporation to the CompanyIssuer or the Guarantor, or successive successions, and the assumption by the successor corporation of the covenants, agreements and obligations of the Company Issuer or the Guarantor, as applicable pursuant to Article 12Nine; (d) to add to the covenants of the Company Issuer or the Guarantor such further covenants, restrictions restrictions, conditions or conditions provisions as the Issuer, the Guarantor and the Trustee shall consider to be for the benefit protection of the holders Holders of the Notes, and to make the occurrence, or the occurrence and continuance, of a default in complying with any such additional covenantscovenant, restrictions restriction, condition or conditions a default 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; PROVIDED, HOWEVER, that in respect of any such additional covenant, restriction restriction, condition or condition 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 an Event of Default or may limit the remedies available to the Trustee upon such defaultan 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 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 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 in regard to matters as the Issuer or questions arising under this Indenture which the Guarantor may deem necessary or desirable, provided that no such action shall not materially adversely affect the interests of the holders Holders of the Notes; (gf) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect trustee, as provided in Section 6.11; and (g) to the provide for uncertificated Notes in addition to or in place of certificated Notes; or (hprovided, however, that the uncertificated Notes are issued in registered form for purposes of Section 163(f) to modifyof the Internal Revenue Code of 1986, 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 Actamended, or under any similar federal statute hereafter enactedin 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, but may in its discretion, to enter into any such supplemental indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 11.1 may be executed by the Company and the Trustee without the consent of the holders of any Holders of the Notes at the time outstandingOutstanding, notwithstanding any of the provisions of Section 11.28.2.

Supplemental Indentures Without Consent of Noteholders. The Company, when authorized by the resolutions of the a Board of DirectorsResolution, 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: (a) to make provision with respect to the conversion rights of the holders of Notes pursuant to the requirements of Section 15.614.6; (b) subject to Article 4XV, 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 person to the Company, or successive successions, and the assumption by the successor corporation Successor Company of the covenants, agreements and obligations of the Company pursuant to Article 12XI; (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, 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, provided that in respect of any such additional covenant, restriction or condition 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 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 which that 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 provisions of this Indenture to such extent as shall be necessary to effect the qualifications qualification of this Indenture under the Trust Indenture ActAct (if applicable), or under any similar federal statute hereafter enactedenacted (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, but may in its discretion, enter into any supplemental indenture which that affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 11.1 10.1 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 11.210.2.

Supplemental Indentures Without Consent of Noteholders. The Company, when authorized by the resolutions of the Board of 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: (a) 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 4IV, 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 12XII; (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; PROVIDEDprovided, HOWEVERhowever, 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 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 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 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. 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, but may in its discretion, enter into any supplemental indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 11.1 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 11.2.

Supplemental Indentures Without Consent of Noteholders. The Company, when authorized by the resolutions of the 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: (a) to make provision with respect to the conversion rights of the holders of Notes pursuant to the requirements of Section 15.614.05 and the purchase obligations of the Company pursuant to the requirements of Section 3.02; (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 Person to the Company, or successive successions, and the assumption by the successor corporation Person of the covenants, agreements and obligations of the Company pursuant to Article 1211; (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 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; PROVIDEDprovided that, HOWEVER, that in respect of any such additional covenant, restriction or condition condition, such supplemental indenture may provide for a particular period of grace after default Default (which period may be shorter or longer than that allowed in the case of other defaultsDefaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such defaultDefault; (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 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 which that 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; (h) add additional Guarantees or additional obligors with respect to the Notes or release Guarantors from guarantees as permitted by the terms of this Indenture; or (hi) to modifyincrease, eliminate from time to time, the per annum interest rate on the 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 add Assistant Secretary authorizing the execution of any supplemental indenture (in form satisfactory to the provisions of this Indenture to such extent as shall be necessary to effect Trustee), the qualifications of this Indenture under the Trust Indenture Act, or under any 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 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, but may in its discretion, enter into any supplemental indenture which that affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 11.1 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 11.28.02.

Supplemental Indentures Without Consent of Noteholders. The Company, when authorized by the resolutions of the Board of 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: (a) to make provision with respect to the conversion rights of the holders of Notes Noteholders pursuant to the requirements of Section 15.614.6; (b) subject to Article 4IV, 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 12XI; (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 of NotesHolders, and to make the occurrence, or the occurrence and continuance, of a default Default in any such additional covenants, restrictions or conditions a default 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 interest of the holders any Holder of the Notes; (gf) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Notes; or (hg) 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 comply with the Trust Indenture Act, or under any 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, but may in its discretion, enter into any supplemental indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions provision of this Section 11.1 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 11.210.2.

Supplemental Indentures Without Consent of Noteholders. (a) The Company, when authorized by the resolutions of the Board of Directors, 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: : (a1) to make such provision in regard to matters or questions arising under this Indenture as may be necessary or desirable, and not inconsistent with respect this Indenture or prejudicial to the conversion rights interests of the holders Holders, for the purpose of Notes pursuant 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 requirements execution of Section 15.6; (b) subject to Article 4, to convey, transfer, assign, mortgage or pledge such supplemental indenture which is entitled to the Trustee as security for benefit of such provision or such change or elimination is applicable only to Notes issued after the Notes, any property effective date of such change or assets; elimination; (c3) to evidence the succession of another corporation to the Company, or successive successions, and the assumption by the any such successor corporation of the covenants, agreements and obligations covenants of the Company pursuant herein and in the Notes; (4) to Article 12; grant to or confer upon the Trustee for the benefit of the Holders any additional rights, remedies, powers or authority; (d5) to permit the Trustee to comply with any duties imposed upon it by law; (6) to specify further the duties and responsibilities of and to define further the relationships among the Trustee, any Authenticating Agent and any paying agent; (7) to add to the covenants of the Company such further covenants, restrictions or conditions for the benefit of the holders of NotesHolders, to add to the security for the Notes or to surrender a right or power conferred on the Company herein; and (8) 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, other change 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 is not prejudicial to the Trustee upon such default;or the Holders. (eb) 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 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. 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, but may in its discretion, 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 the provisions of this Section 11.1 14.1 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 11.214.2 hereof.

Supplemental Indentures Without Consent of Noteholders. The Company, when authorized by the resolutions of the a Board of DirectorsResolution, 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: (a) 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 4IV, 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 person to the Company, or successive successions, and the assumption by the successor corporation Successor Company of the covenants, agreements and obligations of the Company pursuant to Article 12XII; (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, 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; PROVIDEDprovided, HOWEVERhowever, that in respect of any such additional covenant, restriction or condition 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 provisions of this Indenture to such extent as shall be necessary to effect the qualifications of this Indenture under the Trust Indenture ActAct (if applicable), or under any similar federal statute hereafter enactedenacted (if applicable); or (i) to modify, eliminate or add to the provisions of this Indenture to allow for the issuance of one or more 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 in Section 2.5(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, but may in its discretion, enter into any supplemental indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 11.1 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 11.2.

Supplemental Indentures Without Consent of Noteholders. The Company, when authorized by the resolutions of the Board of 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: (a) 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 4IV, 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 12XII; (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 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 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. 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, but may in its discretion, enter into any supplemental indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 11.1 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 11.2.

Supplemental Indentures Without Consent of Noteholders. The Company, when authorized by the resolutions of the Board of 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: (a) 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 Person to the Company, or successive successions, and the assumption assumptions by the successor corporation Person of the covenants, agreements and obligations of the Company pursuant to Article 12Nine; (db) to add to the covenants of the Company such further covenants, restrictions or conditions for the benefit 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 provided set forth in this Indenture as herein set forthIndenture; PROVIDEDprovided, HOWEVERhowever, 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; (fc) to cure any ambiguity or to correct or supplement any provision contained herein in this Indenture or in any supplemental indenture which that may be defective or inconsistent with any other provision contained herein in this Indenture or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture which Indenture, in each case that shall not materially adversely affect the interests of the holders of the Notes;; and (gd) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Notes; or (h) Notes and to modify, eliminate or add to or change any of the provisions of this Indenture to Indenture; provided, however, that such extent as action shall be necessary to effect not adversely affect the qualifications interests of this Indenture under the Trust Indenture Act, or under any similar federal statute hereafter enactedholders of the Notes. 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, 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. Any supplemental indenture authorized by the provisions of this Section 11.1 8.01 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 11.28.02.

Supplemental Indentures Without Consent of Noteholders. The Company, when authorized by a Board Resolution (which resolution may provide general terms or parameters for such action and may provide that the resolutions specific terms of the Board of Directorssuch 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: (a) to make cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture that may be defective or inconsistent with respect to the conversion rights of the holders of Notes pursuant to the requirements of Section 15.6any other provision contained herein or in any supplemental indenture; (b) subject to Article 4, to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Notes, Notes of one or more series any property or assets; (c) to evidence the succession of another corporation Person to the Company, or successive successions, and the assumption by the successor corporation Person of the covenants, agreements and obligations of the Company pursuant to Article 125; (d) to add to the covenants of the Company such further covenants, restrictions restrictions, conditions or conditions provisions as the Company shall consider to be for the protection of the Holders of all or any series of Notes (and if such covenants are to be for the benefit of less than all of the holders series of Notes, stating that such 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 restrictions, conditions or conditions a default 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; PROVIDEDprovided, HOWEVERhowever, that in respect of any such additional covenant, restriction restriction, condition or condition 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 an Event of Default or may limit the remedies available to the Trustee upon such defaultan Event of 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 an Event of Default; (e) to provide for the issuance under this Indenture of and establish the form and terms of Notes in coupon form (including Notes registrable of any series as to principal only) permitted by Sections 2.01 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 purpose2.02; (f) to cure any ambiguity To provide for uncertificated Notes or to correct comply with the provisions of any clearing system 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 requirements of the holders Trustee relating to transfers or exchanges 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 provisions of this Indenture to such extent as shall be necessary to effect the qualifications qualification of this Indenture under the Trust Indenture ActTIA, or under any similar federal statute hereafter enacted, and to add to this Indenture such other provisions as may be expressly permitted by the 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 in any similar federal statute hereafter enacted; (h) to evidence and provide for the acceptance of appointment hereunder by a successor trustee with respect to the Notes of any 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 more than one trustee, pursuant to the requirements of Section 7.08; (i) in the case of subordinated Notes, to make any change in the provisions of this Indenture or any supplemental indenture relating to subordination that would limit or terminate the benefits available to any holder of senior indebtedness under such provisions; provided that such change is made in accordance with the provisions of such senior Notes; (j) to add guarantees with respect to the Notes of any series; and (k) to make any other provisions as the Company may deem necessary or desirable; provided, however, that no such provisions shall materially adversely affect the 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, but may in its discretion, to enter into any such supplemental indenture which affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 11.1 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 outstandingthen Outstanding, notwithstanding any of the provisions of Section 11.29.02.

Supplemental Indentures Without Consent of Noteholders. The Company, when authorized by the resolutions of the Board of 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: (a) 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 4IV, 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 12XII; (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; PROVIDEDprovided, HOWEVERhowever, 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 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 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 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. 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, but may in its discretion, enter into any supplemental indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 11.1 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 11.2.

Supplemental Indentures Without Consent of Noteholders. The Company, when authorized by the resolutions of the Board of Directors, 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: (a) 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 12Eleven hereof; (db) to add to the covenants of the Company such further covenants, restrictions restrictions, conditions or conditions provisions as its Board of Directors and the Trustee shall consider to be for the benefit protection of the holders of all, or any series of, Notes, and to make the occurrence, or the occurrence and continuance, of a default Default in any of such additional covenants, restrictions restrictions, conditions or conditions provisions a default 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; PROVIDED, HOWEVER, that in respect of any with such additional covenant, restriction or condition such supplemental indenture may provide for a particular period of grace after default (which period grace, if any, and subject to such conditions as such Supplemental Indenture 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 defaultprovide; (ec) 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 coupon form (including Notes registrable as to principal only) registered form, 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 purposepurpose 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; (fd) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture Supplemental Indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, 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 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. 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, but may in its discretion, enter into any supplemental indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 11.1 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 11.2.not

Supplemental Indentures Without Consent of Noteholders. The Company, when authorized by the resolutions of the a Board of DirectorsResolution, 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: (a) to make provision with respect to the conversion rights of the holders of Notes pursuant to the requirements of Section 15.614.6; (b) subject to Article 4XV, 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 person to the Company, or successive successions, and the assumption by the successor corporation Successor Company of the covenants, agreements and obligations of the Company pursuant to Article 12XI; (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, 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, provided that in respect of any such additional covenant, restriction or condition 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 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 which that 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 provisions of this Indenture to such extent as shall be necessary to effect the qualifications qualification of this Indenture under the Trust Indenture ActAct (if applicable), or under any similar federal statute hereafter enactedenacted (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, but may in its discretion, enter into any supplemental indenture which that affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 11.1 10.1 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 11.210.2.

Supplemental Indentures Without Consent of Noteholders. The Company, when authorized by the resolutions of the Board of 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: (a) to make provision with respect cure any ambiguity, omission, defect or inconsistency or to conform this Indenture to the conversion rights “Description of the holders Notes” section of Notes pursuant the prospectus supplement filed with the Commission relating to the requirements of Section 15.6Notes; (b) subject to provide for the assumption by a Successor Company of the obligations of the Company under the Indenture pursuant to Article 4, to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Notes, any property or assetsX; (c) to evidence provide for uncertificated Notes in addition to or in place of certificated Notes (provided that the succession uncertificated Notes are issued in registered form for purposes of another corporation to Section 163(f) of the CompanyCode, or successive successions, and in a manner such that the assumption by the successor corporation uncertificated Notes are described in Section 163(f)(2)(B) of the covenants, agreements and obligations of the Company pursuant to Article 12Code); (d) to add guarantees with respect to the Notes; (e) to secure the Notes; (f) 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 or surrender any right or power conferred upon 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 NotesCompany; (g) to evidence and provide for make any change that does not materially adversely affect the acceptance rights of appointment hereunder by a successor Trustee with respect to the Notesany holder; or (h) to modify, eliminate or add to comply with any requirements of the provisions Commission in connection with the qualification of this Indenture to such extent as shall be necessary to effect the qualifications of this Indenture under the Trust Indenture Act. Upon the written request of the Company, or under any similar federal statute hereafter enacted. The 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, but may in its discretion, enter into any supplemental indenture which affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 11.1 9.01 may be executed by the Company and the Trustee without the consent of the holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 11.2.

Supplemental Indentures Without Consent of Noteholders. The Company, when authorized by the resolutions of the Board of Directors, 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: (a) to make provision with respect to cure any ambiguity, defect or inconsistency in the conversion rights of Indenture or the holders of Notes pursuant to the requirements of Section 15.6;Notes; or (b) subject to Article 4, to convey, transfer, assign, mortgage or pledge to the Trustee as security provide for the Notes, any property assumption of all of the Company’s obligations under the Notes and the Indenture by a Person in connection with a Substantially All Merger or assets;Substantially All Sale in which the Company is not the surviving Person pursuant to Section 6.02; or (c) provide for uncertificated Notes in addition to evidence the succession or instead 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;certificated Notes; or (d) to add to the covenants of made by the Company such further covenants, restrictions or conditions for the benefit of the holders of Notesany series of debt securities, and to make including 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 Holders of the several remedies provided in this Indenture as herein set forth; PROVIDEDNotes (and if such covenants are to be for the benefit of less than all series of debt securities, HOWEVER, stating that in respect such covenants are included solely for the benefit 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 defaultsseries) or may provide for an immediate enforcement to surrender any right or power conferred upon such default or may limit the remedies available to the Trustee upon such default;Company; or (e) to 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 under this Indenture of Notes in coupon form (including Notes registrable as to principal only) and to provide for exchangeability of such Notes with establish the Notes issued hereunder in fully registered form and to make all appropriate changes for such purpose; (f) to cure any ambiguity terms and conditions of a series of debt securities or to correct establish the form of any certifications required to be furnished pursuant to the terms of the Indenture 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, series of debt securities or to make such other provisions in regard add to matters or questions arising under this Indenture which shall not materially adversely affect the interests rights of the holders of the Notes; (g) to evidence and provide for the acceptance any series of appointment hereunder by a successor Trustee with respect to the Notesdebt securities; or (h) to modify, eliminate or add modify any provision of the Indenture to conform that provision to the provisions description thereof set forth in the Prospectus Supplement; or (i) to modify any provision of this the Notes or the Indenture to such extent as shall be necessary to effect that does not adversely affect the qualifications rights of this Indenture under any Holder of the Trust Indenture ActNotes 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 under Assistant Secretary authorizing the execution of any similar federal statute hereafter enacted. The 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, but may in its discretion, enter into any supplemental indenture which that affects the Trustee's ’s or any Agent’s own rights, duties or immunities under this Supplemental Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 11.1 5.01 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 11.25.02.

Supplemental Indentures Without Consent of Noteholders. The Company, when authorized by the resolutions of the 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: (a) to make provision with respect to the conversion rights of the holders of Notes pursuant to the requirements of Section 15.614.05 and the purchase obligations of the Company pursuant to the requirements of Section 3.02.; (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 Person to the Company, or successive successions, and the assumption by the successor corporation Person of the covenants, agreements and obligations of the Company pursuant to Article 1211; (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 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; PROVIDEDprovided that, HOWEVER, that in respect of any such additional covenant, restriction or condition condition, such supplemental indenture may provide for a particular period of grace after default Default (which period may be shorter or longer than that allowed in the case of other defaultsDefaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such defaultDefault; (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 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 which that 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; (h) add additional Guarantees or additional obligors with respect to the Notes or release Guarantors from guarantees as permitted by the terms of this Indenture; (i) further secure the Notes, or release all or any portion of the Collateral pursuant to the terms of the Security Documents; or (hj) to modifyincrease, eliminate from time to time, the per annum interest rate on the 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 add Assistant Secretary authorizing the execution of any supplemental indenture (in form satisfactory to the provisions of this Indenture to such extent as shall be necessary to effect Trustee), the qualifications of this Indenture under the Trust Indenture Act, or under any 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 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, but may in its discretion, enter into any supplemental indenture which that affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 11.1 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 11.28.02.

Supplemental Indentures Without Consent of Noteholders. The Company, when authorized by the resolutions of the Board of Directors, 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: (a) 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 Person to the CompanyCorporation, or successive successions, and the assumption by the successor corporation Person of the covenants, agreements and obligations of the Company Corporation pursuant to Article 12X hereof; (db) to add to the covenants of the Company Corporation such further covenants, restrictions or conditions for the benefit protection of the holders Noteholders of Notesany 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 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; PROVIDEDprovided, HOWEVERhowever, 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; (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; (fc) 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 Indenture, provided that any such action shall not materially adversely affect the interests of the holders of the NotesNotes of the affected series; (gd) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee trustee with respect to the one or more series of Notes; or; (he) to modify, eliminate qualify or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualifications maintain qualification of this Indenture under the Trust Indenture Act, ; (f) to make any change that does not adversely affect the rights of any Noteholder in any material respect; or (g) to establish the form or under any similar federal statute hereafter enactedterms 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, 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. Any supplemental indenture to this Indenture authorized by the provisions of this Section 11.1 9.01 may be executed by the Company Corporation and the Trustee without the consent of the holders of any of the Notes of the affected series at the time outstandingOutstanding, notwithstanding any of the provisions of Section 11.29.02.

Supplemental Indentures Without Consent of Noteholders. The Company, when authorized by the resolutions of the 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: (a) to make provision with respect to the conversion rights of the holders of Notes pursuant to the requirements of Section 15.614.05 and the purchase obligations of the Company pursuant to the requirements of Section 3.02; (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 Person to the Company, or successive successions, and the assumption by the successor corporation Person of the covenants, agreements and obligations of the Company pursuant to Article 1211; (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 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; PROVIDEDprovided that, HOWEVER, that in respect of any such additional covenant, restriction or condition condition, such supplemental indenture may provide for a particular period of grace after default Default (which period may be shorter or longer than that allowed in the case of other defaultsDefaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such defaultDefault; (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 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 which that 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; (h) add additional Guarantees or additional obligors with respect to the Notes or release Guarantors from guarantees as permitted by the terms of this Indenture; or (hi) to modifyincrease, eliminate from time to time, the per annum interest rate on the 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 add Assistant Secretary authorizing the execution of any supplemental indenture (in form satisfactory to the provisions of this Indenture to such extent as shall be necessary to effect Trustee), the qualifications of this Indenture under the Trust Indenture Act, or under any 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 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, but may in its discretion, enter into any supplemental indenture which that affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 11.1 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 11.28.02.

Supplemental Indentures Without Consent of Noteholders. The Company, when authorized by the resolutions of the 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: (a) 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 Person to the Company, or successive successions, and the assumption by the successor corporation 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, provided that in respect of any such additional covenant, restriction or condition 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 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 which that 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 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. The 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, but may in its discretion, enter into any supplemental indenture which that affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 11.1 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 11.211.02. ----- 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. The Company, when authorized by the resolutions of the Board of 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: (a) 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 4IV, 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 12XII; (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; PROVIDEDprovided, HOWEVERhowever, 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 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. 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, but may in its discretion, enter into any supplemental indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 11.1 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 11.2.

Supplemental Indentures Without Consent of Noteholders. The Company, when authorized by Without the resolutions consent of the Board Holders of DirectorsNotes, the 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: (a) 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; (fi) 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 other provisions in regard to matters or questions arising under this Indenture Indenture, the Notes or under any supplemental indenture in any manner necessary or desirable and which shall not materially adversely affect the interests rights of the holders Noteholders; (ii) to evidence the succession of another Person to the Issuer or the Guarantor and the assumption by any such successor of the covenants of the Issuer or the Guarantor herein and in the Notes; (giii) to evidence the Merger of another Person into the Issuer or the Guarantor, or the Issuer or the Guarantor into another Person, and to provide for the assumption by the surviving Person in a Merger effected in accordance with Section 10.01. (iv) to evidence and provide for the acceptance of the appointment hereunder by of a successor Trustee with respect hereunder; (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 NotesTrustee as security for the Notes any property or assets pursuant to the requirements of Sections 3.07 and 10.01(c); orand (hvii) to modify, eliminate or issue Additional Notes under Section 2.09; (viii) to add to the covenants of the Issuer or the Guarantor further covenants, restrictions, conditions or provisions for the protection of the Holders of the Notes, and to make the occurrence, or the occurrence and continuance, of a Default in respect of 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 or in the Notes as herein set forth; provided that, in respect of any 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 Noteholders upon such extent as shall be necessary 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 effect the qualifications waive such Event of this Indenture under the Trust Indenture Act, or under any similar federal statute hereafter enactedDefault. 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, but may in its discretion, to enter into any such supplemental indenture which affects the Trustee's own rights, duties or immunities under this Indenture hereunder or otherwise. Any supplemental indenture authorized by the provisions of this Section 11.1 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 11.27.02.

Supplemental Indentures Without Consent of Noteholders. The Company, when authorized by the resolutions of the Board of 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: (a) to make provision with respect to the conversion rights of the holders of Notes pursuant to the requirements of Section 15.615.6 hereof; (b) subject to Article 44 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 1212 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 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 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; (i) to evidence the succession of another Person to the Company 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 (j) to mortgage, pledge, hypothecate or ▇▇▇▇▇ ▇ ▇▇▇▇ in favor of the Collateral Agent for the benefit of Trustee and the Holders of the Notes as additional security for the payment of principal of and interest on the Notes by the Company or on the Subsidiary Guarantees by the Subsidiary Guarantors under this Indenture in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a Lien is required to be granted to the Collateral Agent, pursuant to this Indenture or the 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, but may in its discretion, enter into any supplemental indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 11.1 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 11.211.2 hereof.

Supplemental Indentures Without Consent of Noteholders. The Company, when authorized by the resolutions of the Board of 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: (a) to make provision with respect to the conversion rights of the holders of Notes pursuant to the requirements of Section 15.6Article 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; PROVIDEDprovided, HOWEVERhowever, 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; (gf) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Notes; or (hg) 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 under any similar federal statute hereafter enacted. The 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, but may in its discretion, enter into any supplemental indenture which affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 11.1 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 11.211.02. 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. The Company, when authorized by the resolutions of the its Board of 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: (a) 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 12Ten hereof; (db) to add to the covenants of the Company such further covenants, restrictions restrictions, conditions or conditions provisions as the Board of Directors of the Company and the Trustee shall consider to be for the benefit protection of the holders Holders of Notes, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions restrictions, conditions or conditions 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 forthIndenture; PROVIDEDprovided, HOWEVERhowever, that in respect of any such additional covenant, restriction restriction, condition or condition 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; (ec) to provide for comply with any requirement of the issuance under SEC in order to effect and maintain the qualification of this Indenture of Notes in coupon form (including Notes registrable as to principal only) and to provide for exchangeability of such Notes with under the Notes issued hereunder in fully registered form and to make all appropriate changes for such purpose;Trust Indenture Act; and (fd) 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 other provisions in regard to matters or questions arising under this Indenture which as shall not materially adversely affect the interests of the holders 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 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. 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, but may in its discretion, to enter into any such supplemental indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 11.1 9.1 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 11.2.

Supplemental Indentures Without Consent of Noteholders. The In addition to any supplemental indenture otherwise authorized by this Indenture, the Company, when authorized by the resolutions of the a Board of DirectorsResolution, 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: (a) 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, and the assumption by any such successor of the covenants of the Company contained herein or successive successionsotherwise established with respect to the Notes; (b) to evidence the assignment by the Company of its rights and obligations under this Indenture to, and the assumption by the successor corporation thereof by, NOARK or any of the covenantsits Subsidiaries, agreements and obligations of the Company pursuant to and in accordance with the provisions of Article 12XII; (dc) to add to the covenants of the Company such further covenants, restrictions restrictions, conditions or conditions provisions for the benefit protection of the holders of 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 make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions restrictions, conditions or conditions 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; PROVIDEDprovided, HOWEVERhowever, that in respect of any such additional covenant, restriction restriction, condition or condition 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 Outstanding to waive 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; (fd) 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 as shall not materially be inconsistent with the provisions of this Indenture and shall not adversely affect the interests of the holders of the Notes; (ge) to evidence and provide for modify or supplement this Indenture or any indenture supplemental hereto in such manner as to permit the acceptance of appointment hereunder by a successor Trustee with respect to qualification thereof under the NotesTrust Indenture Act or any other similar Federal statute hereafter in effect; or (hf) to modify, eliminate modify the restrictions on and procedures for resales and other transfers of the Notes to reflect any change in applicable law or add regulation (or the interpretation thereof) or in practices relating to the provisions resale or other transfer 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 enactedrestricted 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, but may in its discretion, to enter into any such supplemental indenture which affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 11.1 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 11.29.2. 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. The Company, when authorized by the resolutions of the Board of Directors, 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: (a) 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 12Eleven hereof; (db) to add to the covenants of the Company such further covenants, restrictions restrictions, conditions or conditions provisions as its Board of Directors and the Trustee shall consider to be for the benefit protection of the holders of all, or any series of, Notes, and to make the occurrence, or the occurrence and continuance, of a default Default in any of such additional covenants, restrictions restrictions, conditions or conditions provisions a default 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; PROVIDED, HOWEVER, that in respect of any with such additional covenant, restriction or condition such supplemental indenture may provide for a particular period of grace after default (which period grace, if any, and subject to such conditions as such Supplemental Indenture 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 defaultprovide; (ec) 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 coupon form (including Notes registrable as to principal only) registered form, 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 purposepurpose 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; (fd) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture Supplemental Indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, Supplemental Indenture; or to make such other provisions in regard to matters or questions arising under this Indenture which as shall not materially adversely affect the interests of the holders of the NotesNotes including provisions necessary or desirable to provide for or facilitate the administration of the trusts hereunder; (ge) to evidence and provide for the acceptance of and appointment hereunder by a successor Trustee trustee with respect to the Notes; orNotes 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; (hf) to change or eliminate any 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 which is entitled to the benefit of such provision or (ii) shall not adversely apply to any Note outstanding; (g) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualifications qualification of this Indenture under the Trust Indenture Act, or under any similar federal 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, 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 principal thereof, or interest (or premium, if any) thereon; (i) to provide for uncertificated Notes in addition to or in place of certificated Notes; (j) to provide for the issuance of and establish the form and terms and conditions of the Notes of any series, to establish the form of any certifications required to be furnished pursuant to the terms of this Indenture or any series of Notes, to increase the authorized amount of a series, or to add to the rights of the holders of any series of Notes. 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, but may in its discretion, to enter into any supplemental indenture such Supplemental Indenture which adversely affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. 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 11.1 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 11.210.02.

Supplemental Indentures Without Consent of Noteholders. The Company, when authorized by the resolutions of the 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: (a) to make provision with respect to the conversion rights of the holders of Notes pursuant to the requirements of Section 15.615.06; (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 corporation Person to the Company, or successive successions, and the assumption by the successor corporation 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; PROVIDEDprovided, HOWEVERhowever, that in respect of any such additional covenant, restriction or condition 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 that may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, provided that such modification or to make such other provisions amendment does not, in regard to matters or questions arising under this Indenture which shall not 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; or; (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 other provisions in regard to matters or questions arising under this Indenture that the Company and the Trustee deem necessary and advisable and that shall not materially adversely affect the interests of the holders of the Notes. The 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, but may in its discretion, enter into any supplemental indenture which that affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 11.1 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 11.211.02. 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. The Company, when authorized by the resolutions of the a Board of DirectorsResolution, 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: (a) to make provision with respect to the conversion rights of the holders of Notes pursuant to the requirements of Section 15.614.6; (b) subject to Article 4XV, to convey, transfer, assign, mortgage or pledge to the Trustee Trustee, as security for the Notes, any property or assets; (c) to evidence the succession of another corporation person to the Company, or successive successions, and the assumption by the successor corporation Successor Company of the covenants, agreements and obligations of the Company pursuant to Article 12XI; (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, 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 forthIndenture; PROVIDED, HOWEVER, provided that in respect of any such additional covenant, restriction or condition 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 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 which that 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 provisions of this Indenture to such extent as shall be necessary to effect the qualifications qualification of this Indenture under the Trust Indenture ActAct (if applicable), or under any similar federal statute hereafter enactedenacted (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, but may in its discretion, enter into any supplemental indenture which that affects the Trustee's own rights, duties duties, protections, privileges, liabilities or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 11.1 10.1 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 11.210.2.

Supplemental Indentures Without Consent of Noteholders. The Company, when authorized by the resolutions of the Board of Directors, 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: (a) 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 12Eleven hereof; (db) to add to the covenants of the Company such further covenants, restrictions restrictions, conditions or conditions provisions as its Board of Directors and the Trustee shall consider to be for the benefit protection of the holders of all, or any series of, Notes, and to make the occurrence, or the occurrence and continuance, of a default Default in any of such additional covenants, restrictions restrictions, conditions or conditions provisions a default 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; PROVIDED, HOWEVER, that in respect of any with such additional covenant, restriction or condition such supplemental indenture may provide for a particular period of grace after default (which period grace, if any, and subject to such conditions as such Supplemental Indenture 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 defaultprovide; (ec) 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 coupon form (including Notes registrable as to principal only) registered form, 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 purposepurpose 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; (fd) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture Supplemental Indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, Supplemental Indenture; or to make such other provisions in regard to matters or questions arising under this Indenture which as shall not materially adversely affect the interests of the holders of the NotesNotes including provisions necessary or desirable to provide for or facilitate the administration of the trusts hereunder; (ge) to evidence and provide for the acceptance of and appointment hereunder by a successor Trustee trustee with respect to the Notes; or (h) to modify, eliminate Notes of one 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 under any 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 more series and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental indenture which affects the Trustee's own rights, duties add or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 11.1 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 11.2.change

Supplemental Indentures Without Consent of Noteholders. The Company, when authorized by the resolutions of the a Board of DirectorsResolution, 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: (a) to make provision with respect to the conversion rights of the holders of Notes pursuant to the requirements of Section 15.6Article XIV; (b) subject to Article 4XV, 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 person to the Company, or successive successions, and the assumption by the successor corporation Successor Company of the covenants, agreements and obligations of the Company pursuant to Article 12XI; (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, 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, provided that in respect of any such additional covenant, restriction or condition 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 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 which that 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 provisions of this Indenture to such extent as shall be necessary to effect the qualifications qualification of this Indenture under the Trust Indenture ActAct (if applicable), or under any similar federal statute hereafter enactedenacted (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, but may in its discretion, enter into any supplemental indenture which that affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 11.1 10.1 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 11.210.2.

Supplemental Indentures Without Consent of Noteholders. The Company, when authorized by the resolutions of the 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: (a) to make provision with respect to the conversion rights of the holders of Notes pursuant to the requirements of Section 15.614.07 and the repurchase obligations of the Company pursuant to the requirements of Section 3.05(e); (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 Person to the Company, or successive successions, and the assumption by the successor corporation Person of the covenants, agreements and obligations of the Company pursuant to Article 1211; (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; PROVIDEDprovided that, HOWEVER, that in respect of any such additional covenant, restriction or condition 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 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 which that 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 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; (i) to increase, from time to time, the per annum interest rate on the Notes for any period; or (j) to make any changes to Article 15 that would limit or terminate the benefits available to any holder of Senior Indebtedness of the Company. The 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, but may in its discretion, enter into any supplemental indenture which that affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 11.1 10.01 may be executed by the Company and the Trustee without the consent of the holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 11.210.02. 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. The CompanyCompany and Parent, when authorized by the resolutions of the Board 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: (a) to make provision with respect to the conversion rights of the holders of Notes pursuant to the requirements of Section 15.615.6 and the redemption obligations of the Company pursuant to the requirements of Section 3.5(e); (b) subject to Article 4Four, 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 Person to the CompanyCompany or Parent, or successive successions, and the assumption by the successor corporation Person of the covenants, agreements and obligations of the Company or Parent pursuant to Article 12Twelve; (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; PROVIDEDprovided, HOWEVERhowever, that in respect of any such additional covenant, restriction or condition 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 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 which that 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 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. The Upon the written request of the Company and Parent, accompanied by a copy of the resolutions of the Company and Parent Boards of Directors certified by their respective Secretary or Assistant Secretary authorizing the execution of any supplemental indenture, 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, but may in its discretion, enter into any supplemental indenture which that affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 11.1 may be executed by the Company Company, Parent 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 11.2. 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. The Company, when authorized by the resolutions of the Board of 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: (a) to make provision with respect to the conversion rights of the holders of Notes Noteholders pursuant to the requirements of Section 15.615.06; (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 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 NotesNoteholders, or surrender any right or power conferred upon the Company, 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; PROVIDEDprovided, HOWEVERhowever, 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 increase, from time to time, the issuance Conversion Rate in the manner described 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 purposeSection 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, or to make such other provisions in regard to matters or questions arising under this Indenture which shall not materially 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; (g) ” section of the Prospectus, dated May [ ], 2007 relating to evidence and provide for the acceptance initial offering of appointment hereunder by a successor Trustee with respect 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 under any similar federal statute hereafter enacted. The complying with the requirements of the Commissioner with respect thereto; 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, but may in its discretion, enter into any supplemental indenture which affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 11.1 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 11.211.02.

Supplemental Indentures Without Consent of Noteholders. The Company, when authorized by the resolutions of the a Board of DirectorsResolution, 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: (a) to make provision with respect to cure any ambiguity, omission, defect or inconsistency in this Indenture or the conversion Notes in a manner that does not individually or in the aggregate adversely affect the rights of the holders of Notes pursuant to the requirements of Section 15.6any Noteholder in any material respect; (b) subject to Article 4, to convey, transfer, assign, mortgage or pledge to the Trustee as security provide 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 a Successor Company of the covenants, agreements and obligations of the Company under this Indenture pursuant to Article 12; (c) to add guarantees with respect to the Notes; (d) to secure the Notes; (e) to add to the covenants or Events of Default of the Company such further covenants, restrictions or conditions for the benefit of the holders of Notes, and to make Noteholders or surrender any right or power conferred upon 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 purposeCompany; (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 make 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 change that does not materially adversely affect the interests rights of the holders of the Notesany holder (other than any holder who consents to such change) in any material respect; (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 comply with any requirement of the provisions of this Indenture to such extent as shall be necessary to effect SEC in connection with the qualifications qualification of this Indenture under the Trust Indenture Act, ; (i) to conform the terms of this Indenture or under any similar federal statute hereafter enactedthe 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, but may in its discretion, enter into any supplemental indenture which that affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 11.1 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 11.211.02.

Supplemental Indentures Without Consent of Noteholders. The (a) In addition to any supplemental indenture otherwise authorized by this Indenture, the Company, when authorized by the resolutions a resolution of the its Board of DirectorsDirectors (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: (a) 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; (ci) to evidence the succession of another corporation Person to the Company, or successive successions, and the assumption by the successor corporation Person of the covenants, agreements and obligations of the Company pursuant to Article 12;5; (dii) to add to the covenants of the Company or other provisions hereof such further covenants, restrictions restrictions, conditions or conditions provisions as the Company shall consider to be for the benefit protection of the holders Holders of the Notes, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions restrictions, conditions or conditions a default 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, HOWEVERforth; provided, that in respect of any such additional covenant, restriction restriction, condition or condition 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 an Event of Default or may limit the remedies available to the Trustee upon such default;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 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; (fiii) 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 herein, or in any supplemental indenture, the Offering Memorandum with respect to the Notes or to make such any other provisions in regard as the Company may deem necessary or desirable with respect to matters or questions arising under this Indenture which Indenture, provided that no such action shall not materially adversely affect the interests of the holders Holders of the NotesNotes; (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; (gvi) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Notes; or (h) Notes and to modify, eliminate or add to or change any of the provisions of this Indenture to such extent as shall be necessary to effect provide for or facilitate the qualifications administration of this Indenture under the Trust Indenture Acttrusts hereunder by more than one Trustee, or under pursuant to the requirements of Section 7.07; and (vii) to make any similar federal statute hereafter enacted. other changes that do not materially and adversely affect the Holders 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, but may in its discretion, 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 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 outstandingOutstanding, notwithstanding any of the provisions of Section 11.29.02.

Supplemental Indentures Without Consent of Noteholders. The Company, when authorized by Without the resolutions consent of the Board Holders of Directorsany Notes, 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: (a) 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 Entity to the Company, or successive successionsIssuer, and the assumption by the any such successor corporation of the covenants, agreements and obligations covenants of the Company pursuant to Article 12;Issuer herein and in the Notes; or (db) to add to the covenants of the Company such further covenantsIssuer, restrictions or conditions to surrender any right or power herein conferred upon the Issuer for the benefit of the holders 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, and to make stating that such covenants are expressly being included or such surrenders are expressly being made solely for the occurrence, benefit of one or the occurrence and continuance, of a default in any such additional covenants, restrictions more specified Series 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 forthClasses); 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;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; (fc) to cure any ambiguity or ambiguity, 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 indentureherein, or to make such any other provisions in regard with respect to matters or questions arising under this Indenture; or (d) to add to this Indenture which shall not materially adversely affect such provisions as may be expressly permitted by the interests Trust Indenture Act, excluding, however, the provisions referred to in Section 3.16(a)(2) of the holders 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 rights of the Notes;Holders of the Notes of any Series or Class; or (gf) to evidence and provide for the acceptance of appointment hereunder by of a successor Indenture Trustee hereunder with respect to one or more Series or Classes of Notes and to add to or change any of the Notesprovisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Indenture Trustee, pursuant to Section 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 modify, eliminate or add to provide for the provisions additions of this Indenture to such extent as shall be necessary to effect Collateral and the qualifications issuance of this Indenture under the Trust Indenture Act, or under any similar federal statute hereafter enacted. The Trustee is hereby authorized to join with the Company in the execution of Notes backed by 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, but may in its discretion, enter into any supplemental indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 11.1 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 11.2.additional Collateral; or

Supplemental Indentures Without Consent of Noteholders. The Company, when authorized by at the resolutions of the Board of DirectorsCompany’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: (a) to make provision with respect to the conversion rights of the holders of Notes pursuant to the requirements of Section 15.6cure any ambiguity, omission, defect or inconsistency that does not adversely affect Holders in any material respect; (b) subject to Article 4, to convey, transfer, assign, mortgage or pledge to the Trustee as security provide for the Notes, any property or assetsassumption by a Successor Company of the obligations of the Company under this Indenture; (c) to evidence increase the succession of another corporation to the Company, or successive successions, and the assumption by the successor corporation Conversion Rate of the covenants, agreements and obligations of the Company pursuant to Article 12Notes; (d) add guarantees or additional obligors with respect to the Notes; (e) add to the covenants of the Company such further covenants, restrictions or conditions its Restricted Subsidiaries for the benefit of the holders of Notes, and to make Holders or surrender any right or power conferred upon 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 purposeCompany; (f) to cure make 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 change that does not materially adversely affect the interests rights of the holders of the Notesany Holder in any material respects; (g) conform the provisions of this Indenture, the Note Guarantees, the Security Documents or the Notes to evidence and provide for any provision of the acceptance section entitled “Description of appointment hereunder by a successor Trustee with respect to the New Notes; or” as set forth in the Exchange Offer Document; (h) add any additional Events of 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 modify, eliminate or add in place of certificated Notes; (k) make any amendment to the provisions of this Indenture relating to such extent as shall be necessary to effect the qualifications 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 the Notes or to release a Guarantor as provided in this Indenture; (m) to make, complete or confirm any grant of Collateral permitted or required by this Indenture or any of the Security Documents or any release of Collateral that becomes effective as set forth in this Indenture or any of the Security Documents; or (n) evidence and provide the acceptance of the appointment of a successor Trustee under the Trust 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 Actwith 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 less favorable to the holders of Notes than the intercreditor provisions contained in the Security Agreement and the Intercreditor Agreement. Upon the written request of the Company, or under any similar federal statute hereafter enacted. The 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, but may in its discretion, enter into any supplemental indenture which that affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 11.1 11.01 may be executed by the Company Company, the Guarantors 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 11.211.02.

Supplemental Indentures Without Consent of Noteholders. The CompanyWithout the consent of any Holder, the Issuer (when authorized by the resolutions of the a Board of Directors, Resolution) 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 hereto, in form satisfactory to the Trustee, for one or more any of the following purposes: (a1) to make provision with respect conform the terms of this Indenture or the Notes to the conversion rights of description thereof in the holders of Notes pursuant to the requirements of Section 15.6Offering Memorandum; (b) subject to Article 4, to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Notes, any property or assets; (c2) to evidence the succession of another corporation by a successor entity to the Company, Issuer as obligor or successive successions, the Guarantors as guarantors and to provide for the assumption by the a successor corporation entity of the covenants, agreements and Issuer’s obligations of the Company pursuant to Article 12under this Indenture; (d3) to add guarantees with respect to the Notes; (4) to release a Subsidiary Guarantor from its obligations under the Guarantees or this Indenture in accordance with this Indenture; (5) to secure the Notes; (6) to issue additional Notes pursuant to Section 2.01; (7) to add to the Issuer’s covenants or events of the Company default such further covenants, events of default, restrictions or conditions for the benefit of the holders of Notes, and Holders (or any other holders) or to otherwise make changes that would provide additional rights to the occurrenceHolders, or to surrender any right or power conferred upon the occurrence and continuanceIssuer; (8) to cure any ambiguity, of a default in any such additional covenants, restrictions defect or conditions a default or an Event of Default permitting the enforcement of all or any of the several remedies provided inconsistency in this Indenture as herein set forth; PROVIDEDor the Notes, HOWEVER, or to make any other change that in respect does not adversely affect the legal rights 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 Holder in the case of other defaults) or may provide for any material respect as evidenced by an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such defaultOfficers’ Certificate; (e9) 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 purposea successor Trustee; (f10) to cure any ambiguity or to correct or supplement any provision contained herein or comply with the applicable procedures of the Depositary; or (11) in any supplemental indenture which may be defective or inconsistent connection with any other provision contained herein transaction described under Article 13, provide that the Notes are exchangeable for Reference Property, subject to the provisions described under Section 13.07 and make certain related changes to the terms of the Notes to the extent expressly required by this Indenture. Upon the written request of the Issuer, accompanied by an Officers’ Certificate and Opinion of Counsel stating that such amendment is authorized or in permitted by the Indenture and is legally valid, binding and enforceable against the Issuer and the Guarantors and a copy of the resolutions of the Board of Directors certified by the General Partner’s Secretary or Assistant Secretary authorizing the execution of 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 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. The Trustee is hereby authorized to join with the Company Issuer and the General Partner 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, but may in its discretion, enter into any supplemental indenture which that affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 11.1 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 outstanding, notwithstanding any of the provisions of Section 11.29.02.

Supplemental Indentures Without Consent of Noteholders. The Company, when authorized by the resolutions of the 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: (a) to make provision with respect to the conversion rights of the holders of Notes pursuant to the requirements of Section 15.614.05 and the purchase obligations of the Company pursuant to the requirements of Section 3.02.; (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 Person to the Company, or successive successions, and the assumption by the successor corporation Person of the covenants, agreements and obligations of the Company pursuant to Article 1211; (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 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; PROVIDEDprovided that, HOWEVER, that in respect of any such additional covenant, restriction or condition condition, such supplemental indenture may provide for a particular period of grace after default Default (which period may be shorter or longer than that allowed in the case of other defaultsDefaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such defaultDefault; (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 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 which that 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; (h) add additional Guarantees or additional obligors with respect to the Notes or release Guarantors from guarantees as permitted by the terms of this Indenture; (i) to comply with any requirements of the Commission in order to effect or maintain qualifying, or maintaining the qualification of, this Indenture under the TIA; (j) further secure the Notes, or release all or any portion of the Collateral pursuant to the terms of the Security Documents; or (hk) to modifyincrease, eliminate from time to time, the per annum interest rate on the 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 add Assistant Secretary authorizing the execution of any supplemental indenture (in form satisfactory to the provisions of this Indenture to such extent as shall be necessary to effect Trustee), the qualifications of this Indenture under the Trust Indenture Act, or under any 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 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, but may in its discretion, enter into any supplemental indenture which that affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 11.1 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 11.28.02.

Supplemental Indentures Without Consent of Noteholders. The Company, when authorized by at the resolutions of the Board of DirectorsCompany’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: (a) to make provision with respect to the conversion rights of the holders of Notes pursuant to the requirements of Section 15.6cure any ambiguity, omission, defect or inconsistency that does not adversely affect Holders in any material respect; (b) subject to Article 4, to convey, transfer, assign, mortgage or pledge to the Trustee as security provide for the Notes, any property or assetsassumption by a Successor Company of the obligations of the Company under the Indenture; (c) to evidence increase the succession of another corporation to the Company, or successive successions, and the assumption by the successor corporation Conversion Rate of the covenants, agreements and obligations of the Company pursuant to Article 12Notes; (d) add guarantees or additional obligors with respect to the Notes; (e) add to the covenants of the Company such further covenants, restrictions or conditions for the benefit of the holders of Notes, and to make Holders or surrender any right or power conferred upon 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 purposeCompany; (f) to cure make 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 change that does not materially adversely affect the interests rights of the holders of the Notesany Holder in any material aspects; (g) conform the provisions of this Indenture and the form or terms of the Notes to evidence and provide for any provision of the acceptance section entitled “Description of appointment hereunder by a successor Trustee with respect the Notes” as set forth in the Exchange Offer Document to the extent that such provision in the “Description of the Notes; or” 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 to that effect; (h) add any additional Events of 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 modify, eliminate or add 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 extent 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 the Notes or to release a Guarantor as shall be necessary provided in this Indenture; (m) to effect the qualifications make, complete or confirm any grant of Collateral permitted or required by this Indenture or any of the Security Documents or any release of Collateral that becomes effective as set forth in this Indenture or any of the Security Documents; or (n) evidence and provide the acceptance of the appointment of a successor Trustee under the Trust 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 Actwith 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 less favorable to the holders of Notes than the intercreditor provisions contained in the Security Agreement and the Intercreditor Agreement. Upon the written request of the Company, or under any similar federal statute hereafter enacted. The 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, but may in its discretion, enter into any supplemental indenture which that affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 11.1 11.01 may be executed by the Company Company, the Guarantors 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 11.211.02.

Supplemental Indentures Without Consent of Noteholders. The CompanyIssuer and Guarantors, when authorized by the resolutions a resolution of the Board 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: (a) 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, Notes any property or assets; (cb) to evidence the succession of another corporation Person to the CompanyIssuer or any Guarantor, or the substitution or addition of another Person as Guarantor, or successive successions, substitutions or additions and the assumption by the successor corporation such Person(s) of the covenants, agreements and obligations of the Company Issuer or any Guarantor pursuant to Article 12Clause 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 Company Issuer or the Guarantors, such further covenants, restrictions restrictions, conditions or conditions provisions as the Issuer, any such Guarantors and the Trustee shall consider to be for the benefit protection of the holders Holders of Notes, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions restrictions, conditions or conditions a default 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; PROVIDEDprovided, HOWEVERthat, that in respect of any such additional covenant, restriction restriction, condition, or condition 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 defaultan 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 provide for modify the issuance under this Indenture restrictions on, and procedures for, resale and other transfers 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 pursuant to make all appropriate changes for such purposelaw, 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 other provisions in regard to matters or questions arising under this Indenture or under any supplemental indenture as the Issuer or the Trustee may deem necessary or desirable and which shall will not materially adversely affect the interests of the holders of the Notes;Notes in any material respect; and (g) to evidence "reopen" the Notes and provide create and issue additional notes having identical terms and conditions as the applicable Notes (or in all respects except for the acceptance issue date, issue price, payment of appointment hereunder by a successor Trustee with respect interest accruing prior to the Notes; or (hissue date of such additional notes and/or the first payment of interest following the issue date of such additional notes) to modify, eliminate or add to so that the provisions of this Indenture to such extent as shall be necessary to effect additional Notes are consolidated and form a single series with the qualifications of this Indenture under the Trust Indenture Act, or under any similar federal statute hereafter enactedOutstanding 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, but may in its discretion, to enter into any such supplemental indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 11.1 Subclause 7.1(g) 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 11.2Subclause 7.2.

Supplemental Indentures Without Consent of Noteholders. The In addition to any supplemental indenture otherwise authorized by this Indenture, the Company, when authorized by the resolutions of the a Board of DirectorsResolution, 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: (a) 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 any such successor corporation of the covenants, agreements and obligations covenants of the Company pursuant contained herein or otherwise established with respect to Article 12the Notes; (db) to add to the covenants of the Company such further covenants, restrictions restrictions, conditions or conditions provisions for the benefit protection of the holders of Notesthe 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 restrictions, conditions or conditions 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; PROVIDEDprovided, HOWEVERhowever, that in respect of any such additional covenant, restriction restriction, condition or condition 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 of such series to waive 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; (fc) 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 as shall not materially be inconsistent with the provisions of this Indenture and shall not adversely affect the interests of the holders of the NotesNotes of any series; (gd) to evidence and provide for change or eliminate any of the acceptance provisions of appointment hereunder by a successor Trustee with respect 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 Notesexecution of such supplemental indenture which is entitled to the benefit of such provision; or (he) to modify, eliminate modify or add to the provisions of supplement this Indenture or any indenture supplemental hereto in such manner as to such extent as shall be necessary to effect permit the qualifications of this Indenture qualification thereof under the Trust Indenture Act, Act or under any other similar federal Federal statute hereafter enactedin 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, but may in its discretion, to enter into any such supplemental indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 11.1 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 11.29.02.

Supplemental Indentures Without Consent of Noteholders. The ------------------------------------------------------ Company, when authorized by the resolutions of the 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: (a) to make provision with respect to the conversion rights of the holders of Notes pursuant to the requirements of Section 15.6;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 4Four, 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 Person to the Company, or successive successions, and the assumption by the successor corporation Person of the covenants, agreements and obligations of the Company pursuant to Article 12Twelve; (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; PROVIDEDprovided, HOWEVERhowever, that in respect of any such additional covenant, restriction or condition 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 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 which that 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 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. The 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, but may in its discretion, enter into any supplemental indenture which that affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 11.1 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 11.2. 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. The CompanyWithout the consent of the Holders of any Notes, the Issuer, when authorized by the resolutions a resolution of the its Board of 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: (a1) to make provision with respect correct or amplify the description of any property at any time subject to the conversion rights 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 to the lien of this Indenture additional property; or (2) to add to the conditions, limitations and restrictions on the authorized amount, terms or purposes of issue of the holders of Notes pursuant to the requirements of Section 15.6;Notes; or (b) subject to Article 4, to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Notes, any property or assets; (c3) to evidence the succession of another corporation to the Company, or successive successions, Issuer and the assumption by the any such successor corporation of the covenants, agreements and obligations covenants of the Company pursuant to Article 12;Issuer herein and in the Notes contained; or (d4) to add to the covenants of the Company such further covenants, restrictions or conditions Issuer for the benefit of the holders Holders of Notes, Notes 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 covenants an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forthIndenture; PROVIDEDprovided, HOWEVERhowever, that in with respect of to 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; (e5) to provide for surrender any right or power herein conferred upon 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;Issuer; or (f6) to cure any ambiguity or ambiguity, 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 any other provisions in regard provisions, with respect to matters or questions arising under this Indenture Indenture, which shall not materially be inconsistent with the provisions of this Indenture, provided such action shall not adversely affect the interests of the holders 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 (h7) to permit fully registered Notes to be exchanged for coupon Notes (which may be registrable as to principal only); or (8) to make further provisions with respect to the administration and operation of the Book-Entry System and the transfer, payment, selection for redemption and redemption of Notes in accordance therewith; or (9) to secure or maintain ratings from a Rating Agency, provided that (i) the changes necessary to obtain or secure such ratings do not adversely affect the 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, eliminate amend or add to the provisions of supplement this Indenture in such manner as to such extent as shall be necessary to effect permit the qualifications of this Indenture qualification hereof under the Trust Indenture Act, Act of 1939 or under any similar federal statute hereafter enacted. The Trustee is hereby authorized in effect or to join with permit 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, but may in its discretion, enter into any supplemental indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 11.1 may be executed by the Company and the Trustee without the consent qualification of the holders 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 11.21939 or similar federal statute.

Supplemental Indentures Without Consent of Noteholders. The ------------------------------------------------------- Company, when authorized by the resolutions of the Board of 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: (a) 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 4IV, 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 12XII; (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; PROVIDEDprovided, HOWEVERhowever, 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 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. 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, but may in its discretion, enter into any supplemental indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 11.1 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 11.2.

Supplemental Indentures Without Consent of Noteholders. The Company, when authorized by the resolutions of the Board of Directorsa 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: (a) 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 Person to the Company, or successive successions, and the assumption by the any such successor corporation of the covenants, agreements and obligations covenants of the Company pursuant contained herein or otherwise established with respect to Article 12the Notes; (db) to add to the covenants of the Company such further covenants, restrictions restrictions, conditions or conditions provisions for the benefit protection of the holders of Notesthe 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 restrictions, conditions or conditions 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; PROVIDEDprovided, HOWEVERhowever, that in respect of any such additional covenant, restriction restriction, condition or condition 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 of such series to waive 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; (fc) 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 as shall not materially be inconsistent with the provisions of this Indenture and in all such cases shall not adversely affect the interests of the holders of the NotesNotes of any series in any material respect; (d) 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; (e) 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 forms or terms of Notes of any series as permitted by Section 2.01; or (h) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee trustee with respect to the Notes; or (h) Notes of one or more series and to modify, eliminate or add to or change any of the provisions of this Indenture to such extent as shall be necessary to effect provide for or facilitate the qualifications administration of this Indenture under the Trust Indenture Acttrusts hereunder by more than one Trustee, or under any similar federal statute hereafter enactedpursuant to the 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, but may in its discretion, to enter into any such supplemental indenture which affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 11.1 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 outstandingOutstanding, notwithstanding any of the provisions of Section 11.29.02.

Supplemental Indentures Without Consent of Noteholders. The Company, when authorized by the resolutions of the Board of Directors, Company 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: (a) to make provision with respect to cure any ambiguity, omission, defect or inconsistency in this Indenture or the conversion Notes in a manner that does not adversely affect the rights of the holders of Notes pursuant to the requirements of Section 15.6any Noteholder; (b) subject to Article 4, to convey, transfer, assign, mortgage conform the terms of the Indenture or pledge the Notes to the Trustee as security for description thereof in the Notes, any property or assetsOffering Memorandum; (c) to evidence the succession of another corporation to the Company, or successive successions, and provide for the assumption by the successor corporation a Successor Company of the covenants, agreements and obligations of the Company under this Indenture pursuant to Article 12; (d) to add guarantees with respect to the Notes; (e) to secure the Notes; (f) 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 Noteholders or surrender any right or power conferred upon 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 NotesCompany; (g) to evidence and provide for make any change that does not adversely affect the acceptance rights of appointment hereunder by any holder; (h) to appoint a successor Trustee with respect to the Notes; or (hi) to modify, eliminate or add to comply with any requirements of the provisions of this Indenture to such extent as shall be necessary to effect Commission in connection with the qualifications qualification of this Indenture under the Trust Indenture Act. Upon the written request of the Company, or under any similar federal statute hereafter enacted. The 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, but may in its discretion, enter into any supplemental indenture which that affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 11.1 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 11.211.02. The terms of any document entered into pursuant to this Section 11.01 shall be subject to the prior approval, if required, of any applicable Gaming Authority.

Supplemental Indentures Without Consent of Noteholders. The ------------------------------------------------------ Company, when authorized by the resolutions of the Board of 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: (a) 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 12Eleven hereof; (db) 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; PROVIDEDprovided, HOWEVERhowever, 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; (ec) 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 (fd) 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 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 Notes in any similar federal statute hereafter enactedmaterial 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 of any property thereunder, but the Trustee shall not be obligated 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. Any supplemental indenture authorized by the provisions of this Section 11.1 10.01 may be executed by the Company and the Trustee without the consent of the holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 11.210.02.

Supplemental Indentures Without Consent of Noteholders. The Company, when authorized by the resolutions of the a Board of DirectorsResolution, 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: (a) to make provision with respect to the conversion rights of the holders of Notes pursuant to the requirements of Section 15.6;Article XIV (b) subject to Article 4XV, 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 person to the Company, or successive successions, and the assumption by the successor corporation Successor Company of the covenants, agreements and obligations of the Company pursuant to Article 12XI; (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, 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, provided that in respect of any such additional covenant, restriction or condition 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 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 which that 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 provisions of this Indenture to such extent as shall be necessary to effect the qualifications qualification of this Indenture under the Trust Indenture ActAct (if applicable), or under any similar federal statute hereafter enactedenacted (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, but may in its discretion, enter into any supplemental indenture which that affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 11.1 10.1 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 11.210.2.

Supplemental Indentures Without Consent of Noteholders. (a) The Company, when authorized by the resolutions a resolution of the Board of 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: (ai) 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 adding to the covenants or obligations of the Company such further covenants, restrictions obligations, restrictions, conditions or conditions provisions as are 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 which shall not materially adversely affect the interests of the holders Holders of the Notes; (gii) to evidence and provide surrendering any right or power conferred upon the Company; (iii) adding an Event of Default for the acceptance benefit of appointment hereunder by a successor Trustee with respect the Holders of the Notes; (iv) evidencing the succession of another Person to the Registrar, 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 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; (vii) establishing the form or terms of any new Notes as permitted by Sections 2.1 and 2.3 (including in connection with the issuance of bearer Notes, if permitted by applicable law); or (hviii) complying with any requirement of the CNV in order to modify, eliminate or add to effect and maintain the provisions qualification 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. 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, but may in its discretion, 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 11.1 may be executed by the Company and the Trustee without the consent of the holders of any Holders of the Notes at the time outstandingOutstanding, notwithstanding any of the provisions of Section 11.27.2. (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. The Company, when authorized by the resolutions of the Board of 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: (a) 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 4IV, 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 12XII; (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; PROVIDEDprovided, HOWEVERhowever, 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;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 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 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. 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, but may in its discretion, enter into any supplemental indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 11.1 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 11.2.

Supplemental Indentures Without Consent of Noteholders. The Company, when authorized by the resolutions of the a Board of DirectorsResolution, 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: (a) to make provision with respect to the conversion rights of the holders of Notes pursuant to the requirements of Section 15.614.6; (b) subject to Article 4XV, 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 person to the Company, or successive successions, and the assumption by the successor corporation Successor Company of the covenants, agreements and obligations of the Company pursuant to Article 12XI; (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, 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, provided that in respect of any such additional covenant, restriction or condition 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 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 which that 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 provisions of this Indenture to such extent as shall be necessary to effect the qualifications qualification of this Indenture under the Trust Indenture ActAct (if applicable), or under any similar federal statute hereafter enactedenacted (if applicable); or (i) to amend the transfer procedures or restrictions pursuant to 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, but may in its discretion, enter into any supplemental indenture which that affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 11.1 10.1 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 11.210.2.

Supplemental Indentures Without Consent of Noteholders. The Company, when authorized by the resolutions of the 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: (a) to make provision with respect to the conversion rights of the holders of Notes pursuant to the requirements of Section 15.614.06 and the redemption obligations of the Company pursuant to the requirements of Section 3.06(d); (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 Person to the Company, or successive successions, and the assumption by the successor corporation Person of the covenants, agreements and obligations of the Company pursuant to Article 1211; (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, HOWEVER, provided that in respect of any such additional covenant, restriction or condition 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 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 which that 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 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. The 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, but may in its discretion, enter into any supplemental indenture which that affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 11.1 10.01 may be executed by the Company and the Trustee without the consent of the holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 11.210.02. 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. The Company, when authorized by the resolutions of the Board of 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: (a) 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 4IV, 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 12XII; (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 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 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. The Upon the 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 such supplemental indenture, 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, but may in its discretion, enter into any supplemental indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 11.1 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 11.2.

Supplemental Indentures Without Consent of Noteholders. The CompanyIssuer, when authorized by the resolutions of the Board of Directorsa 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: (a) 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 Person to the Company, or successive successionsIssuer, and the assumption by the any such successor corporation of the covenants, agreements and obligations covenants of the Company pursuant Issuer contained herein or otherwise established with respect to Article 12the Notes; (db) to add to the covenants of the Company Issuer such further covenants, restrictions or conditions covenants for the benefit protection of the holders of Notesthe 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 or conditions a default or 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; PROVIDEDprovided, HOWEVERhowever, that in respect of any such additional covenantcovenant or Event of Default, 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 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; (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; (fc) 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 as are not materially inconsistent with the provisions of this Indenture and in all such cases do not adversely affect the interests of the holders of the NotesNotes of any series in any material respect; (d) 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; (e) 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 forms or terms of Notes of any series as permitted by Section 2.01; or (h) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee trustee with respect to the Notes; or (h) Notes of one or more series and to modify, eliminate or add to or change any of the provisions of this Indenture to such extent as shall be is necessary to effect provide for or facilitate the qualifications administration of this Indenture under the Trust Indenture Acttrusts hereunder by more than one Trustee, or under any similar federal statute hereafter enactedpursuant to the 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, but may in its discretion, to enter into any such supplemental indenture which affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 11.1 9.01 may be executed by the Company Issuer 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 11.29.02.

Supplemental Indentures Without Consent of Noteholders. The ------------------------------------------------------ Company, when authorized by the resolutions of the Board of 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: (a) 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 4IV, 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 12XII; (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; PROVIDEDprovided, HOWEVERhowever, 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 defaultdefault ; (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 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. 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, but may in its discretion, enter into any supplemental indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 11.1 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 11.2.

Supplemental Indentures Without Consent of Noteholders. The Company, when authorized by the resolutions of the a Board of DirectorsResolution, 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: (a) to make provision with respect to the conversion rights of the holders of Notes pursuant to the requirements of Section 15.614.6; (b) subject to Article 4XV, to convey, transfer, assign, mortgage or pledge to the Trustee Trustee, as security for the Notes, any property or assets; (c) to evidence the succession of another corporation person to the Company, or successive successions, and the assumption by the successor corporation Successor Company of the covenants, agreements and obligations of the Company pursuant to Article 12XI; (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, 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 forthIndenture; PROVIDED, HOWEVER, PROVIDED that in respect of any such additional covenant, restriction or condition 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 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 which that 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 provisions of this Indenture to such extent as shall be necessary to effect the qualifications qualification of this Indenture under the Trust Indenture ActAct (if applicable), or under any similar federal statute hereafter enactedenacted (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, but may in its discretion, enter into any supplemental indenture which that affects the Trustee's own rights, duties duties, protections, privileges, liabilities or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 11.1 10.1 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 11.210.2.

Supplemental Indentures Without Consent of Noteholders. The Without the consent of any holders of Notes or coupons, the Company, when authorized by the resolutions of the or pursuant to Board of DirectorsResolution, 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: (a) 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, pursuant to Article 11 of the Indenture, and the assumption by the successor corporation of the covenants, agreements and obligations of the Company pursuant to Article 12herein and in the Notes; (db) to add to the covenants of the Company such further covenants, restrictions restrictions, conditions or conditions provisions as its Board of Directors shall consider to be for the benefit 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 restrictions, conditions or conditions a default or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this the Indenture as herein set forth; PROVIDEDamended and supplemented by this Eighth Supplemental Indenture, HOWEVERwith such period of grace, that in respect of any if any, and subject to such additional covenant, restriction or condition 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 for a particular period of grace after default (which period that Bearer Securities may be shorter registrable as to principal, to change or longer than that allowed 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 the case exchange for Registered Securities, to permit Bearer Securities to be issued in exchange for Bearer Securities of other defaultsauthorized 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 may provide for an immediate enforcement upon such default or may limit the remedies available add to the Trustee upon provisions of the Indenture as amended and supplemented by this Eighth Supplemental Indenture to such defaultextent 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 provide for modify, eliminate or add to any of the issuance under provisions of the Indenture as amended and supplemented by this Indenture of Notes in coupon form Eighth Supplemental Indenture, provided that any such change or elimination (including Notes registrable as i) shall become effective only when there is no Note Outstanding and created prior to principal only) and to provide for exchangeability the execution of such Notes with supplemental indenture that is entitled to the Notes issued hereunder in fully registered form and benefit of such provision or (ii) shall not apply to make all appropriate changes for such purposeany Note Outstanding; (f) to cure any ambiguity or to correct or supplement any provision contained herein in the 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 provision provisions contained herein 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 Indenture which Eighth Supplemental Indenture, provided such other provisions shall not materially adversely or any related coupons affect in any material respect the interests of the holders of the Notes;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 of and appointment hereunder by a successor Trustee trustee with respect to the Notes; or (h) Securities of one or more series and to modify, eliminate add or add to the change any provisions of the Indenture as amended and supplemented by this Eighth Supplemental Indenture to such extent as shall be necessary to effect provide for or facilitate the qualifications administration of this Indenture under the Trust Indenture Acttrusts hereunder by more than one trustee, or under any similar federal statute hereafter enactedpursuant to Section 7.11 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 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, but may in its discretion, to enter into any such supplemental indenture which adversely affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise. Any No supplemental indenture authorized by the provisions of this Section 11.1 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 11.2same.

Supplemental Indentures Without Consent of Noteholders. The Company, when authorized by the resolutions of the Board of 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: (a) 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 4IV, 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, Company or successive successions, and the assumption by the successor corporation of the covenants, agreements and obligations of the Company pursuant to Article 12XII; (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; PROVIDEDprovided, HOWEVERhowever, 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 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. 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, but may in its discretion, enter into any supplemental indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 11.1 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 11.2.

Supplemental Indentures Without Consent of Noteholders. Solely for purposes of the Notes, Article Nine of the Original Indenture shall be deleted and replaced in its entirety by this Article 5. The Company, when authorized by the resolutions of the Board of Directors, 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: (a) to make provision with respect evidence a successor to the conversion rights Company and the assumption by that successor of the holders obligations of Notes pursuant to the requirements of Section 15.6;Company under the Indenture and the Notes; or (b) subject to Article 4provide for conversion right of Holders of the Notes in accordance with the terms hereof if any reclassification or change of Common Shares or any consolidation, to convey, transfer, assign, mortgage merger or pledge to sale of all or substantially all of the Trustee as security for the Notes, any property or assets;assets of the Company occurs; or (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 or Events of Default 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 Holders of the several remedies provided in this Indenture as herein set forthNotes or to surrender any right or power conferred upon the Company; PROVIDED, HOWEVER, that or (d) to secure the obligations of the Company 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;Notes; or (e) to provide for the issuance under this Indenture of Notes add guarantees in coupon form (including Notes registrable as to principal only) and to provide for exchangeability of such Notes accordance with the Notes issued hereunder in fully registered form and to make all appropriate changes for such purpose;terms of the Indenture; or (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 evidence and provide the interests acceptance of the holders appointment of a successor Trustee under the Notes;Indenture; or (g) to evidence and provide for comply with the acceptance requirements of appointment hereunder the Commission in order to effect or maintain qualification of the Indenture under the Trust Indenture Act, as contemplated by a successor Trustee with respect to the NotesIndenture or otherwise; or (h) to modifycure any ambiguity, eliminate omission, defect or inconsistency in the Indenture or make any other provision with respect to matters or questions arising under the Indenture which the Company may deem necessary or desirable and which shall not be inconsistent with provisions of the Indenture; provided that such modification or amendment does not, in the good faith opinion of the Board of Directors, adversely affect the interests of the Holders of the Notes in any material respect; or (i) to add or modify any provision with respect to matters or questions arising under the Indenture which the Company and the Trustee may deem necessary or desirable and which will not adversely affect the interests of the Holders of the Notes in any material respect; or (j) to modify any provision of the Indenture to conform that provision to the provisions description thereof set forth in the Prospectus Supplement. Upon the written request of this Indenture to such extent as shall be necessary to effect the qualifications Company, accompanied by a copy of this Indenture under the Trust Indenture Actresolutions of the Board of Directors certified by the Company’s Secretary or Assistant Secretary authorizing the execution of any supplemental indenture, or under any similar federal statute hereafter enacted. The 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, but may in its discretion, enter into any supplemental indenture which that affects the Trustee's ’s own rights, duties or immunities under this Supplemental Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 11.1 5.01 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 11.25.02.

Supplemental Indentures Without Consent of Noteholders. The Company, when authorized by the resolutions of the 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: (a) 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 Person to the Company, or successive successions, Company and the assumption by the any such successor corporation of the covenants, agreements and obligations covenants of the Company pursuant to Article 12;in this Indenture and in the Notes; or (db) 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 indentureNoteholders, or to make such other provisions surrender any right or power conferred upon the Company in regard to matters or questions arising under this Indenture which shall not materially adversely affect the interests of the holders of the Notes;Indenture; or (gc) to evidence and or provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Notes; or (d) to cure any ambiguity, to correct or supplement any provision in this Indenture which may be inconsistent with any other provision in this Indenture, or to make any other provisions with respect to matters or questions arising under this Indenture, which shall not be inconsistent with the provisions; or (e) to add to, change or eliminate any of the provisions to permit or facilitate the issuance of Global Notes and matters related thereto, provided that such action pursuant to this clause (e) shall not adversely affect the interests of the Noteholders in any material respect; or (f) make provision with respect to the conversion rights of the holders of Notes pursuant to the requirements of Section 14.06(b) and the repurchase obligations of the Company pursuant to the requirements of Section 3.05(e); or (g) to provide for the issuance of Additional Notes in accordance with the provisions of this Indenture; or (h) to modify, eliminate modify or add to amend any of the provisions of this Indenture to such extent as shall be necessary to effect permit the qualifications of this Indenture qualification under the Trust Indenture Act. Upon the written request of the Company, accompanied by a copy of the resolutions of the Board of Directors certified by its Secretary or under Assistant Secretary authorizing the execution of any similar federal statute hereafter enacted. The 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, but may in its discretion, enter into any supplemental indenture which that affects the Trustee's ’s own rights, duties duties, liabilities or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 11.1 10.02 may be executed by the Company and the Trustee without the consent of the holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 11.210.01.

Supplemental Indentures Without Consent of Noteholders. The Company, when authorized by the resolutions a resolution of the its Board of 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: (a) 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, Notes any property or assets; (cb) 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 12ARTICLE 8 hereof; (dc) to add to the covenants of the Company such further covenants, restrictions restrictions, conditions or conditions provisions as the Board of Directors shall consider to be for the benefit protection of the holders Holders of Notes, and to make the occurrence, or the occurrence and continuance, continuance of a default Default in any such additional covenants, restrictions restrictions, conditions or conditions a default 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, PROVIDED that in respect of any such additional covenant, restriction restriction, condition or condition 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 defaultsDefaults) or may provide for an immediate enforcement upon such default an Event of Default or may limit the remedies available to the Trustee upon due solely to such defaultan 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 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; (fd) to cure any ambiguity or to cure, correct or supplement any defective provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenturethe Notes, or to make such other provisions in regard to matters or questions arising under this Indenture or under any supplemental indenture as the Board of Directors may deem necessary or desirable, and in any case which the Trustee and the Company shall determine (i) are not inconsistent with this Indenture and the Notes and (ii) shall not materially adversely affect the interests of the holders Holders of the Notes; (ge) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Notes; or (h) to modify, eliminate modify or add to the provisions of supplement this Indenture or any indenture supplemental hereto in such manner as to such extent as shall be necessary to effect permit the qualifications of this Indenture qualification thereof under the Trust Indenture Act, TIA or under any other similar federal statute hereafter enactedin effect; and (f) to permit or facilitate the issuance of Notes pursuant to the 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, but may in its discretion, 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. Any supplemental indenture authorized by the provisions of this Section 11.1 SECTION 7.1 may be executed by the Company and the Trustee without the consent of the holders Holders of any of the Notes at the time outstandingOutstanding, notwithstanding any of the provisions of Section 11.2SECTION 7.2 hereof.

Supplemental Indentures Without Consent of Noteholders. The Company, when authorized by the resolutions of the Board of 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: (a) 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 4IV, 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 12XII; (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 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 or (h) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualifications qualification of this Indenture under the Trust Indenture Act, or under any similar federal statute hereafter enacted. The Upon the 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 such supplemental indenture, 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, but may in its discretion, enter into any supplemental indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 11.1 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 11.2.

Supplemental Indentures Without Consent of Noteholders. The Company, when authorized by the resolutions of the Board of 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: (a) 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; (cb) to evidence the succession of another corporation to the Company, or successive successions, and the assumption by the a successor corporation Person of the covenants, agreements and 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, restrictions or conditions 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, restrictions or conditions 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, HOWEVER, provided that in respect of any such additional covenant, restriction or condition 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 provide for cure any ambiguity or correct any inconsistency or otherwise defective provision contained in this Indenture, so long as such action will not adversely affect the issuance under interests of holders, provided that any such amendment made solely to conform the provisions of this Indenture to the description of the Notes in coupon form (including Notes registrable as the offering memorandum relating to principal only) and to provide for exchangeability of such Notes with the Notes issued hereunder in fully registered form and will be deemed not to make all appropriate changes for such purposeadversely affect the interests of holders; (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; (g) to increase the Conversion Rate; orprovided, 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 effect qualify or maintain the qualifications 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 that the Company may deem necessary or desirable and that shall not be inconsistent with provisions of this Indenture, provided that such change will not have a material adverse effect on the interests of the Noteholders. The 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 and related resolutions of the board of directors of the Subsidiary Guarantor 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, but may in its discretion, enter into any supplemental indenture which that affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 11.1 11.01 may be executed by the Company Company, the Subsidiary Guarantor 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 11.211.02. 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. The CompanyIssuer, when authorized by the resolutions Servicer, the Back-up Servicer and the Indenture Trustee, with the consent of MBIA but without the consent of the Board Holders of Directorsany Notes, at any time and the Trustee may from time to time and at any time time, may enter into an indenture or indentures supplemental hereto for one or more indentures supplemental hereto, in form satisfactory to the Indenture Trustee, for any of the following purposes, provided that any such amendment, as evidenced by an Opinion of Counsel if requested by the Indenture Trustee, will not have a material adverse affect on Noteholders: (a1) to make provision with respect correct or amplify the description of any property at any time subject to the conversion rights lien of the holders of Notes pursuant Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the requirements lien of Section 15.6;the Indenture, or to subject to the lien of the Indenture additional property; or (b2) subject to Article evidence the succession of another Person to the Issuer, and the assumption by such successor of the covenants of the Issuer herein and in the Notes contained, in accordance with Section 11.02(p) hereof; or (3) to add to the covenants of the Issuer, for the benefit of MBIA or the Holders of all Notes, or to surrender any right or power herein conferred upon the Issuer; or (4, ) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Notes, any property to or assets;with the Indenture Trustee; or (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; (f5) to cure any ambiguity or ambiguity, 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 with respect to matters or questions arising under this Indenture the Indenture, which shall not materially be inconsistent with the provisions of the Indenture, provided that such action shall not adversely affect the interests of the holders 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 (h6) to modify, eliminate or evidence the succession of the Indenture Trustee pursuant to Article Seven hereof; or (7) to add to the provisions any Events of this Indenture Default; (8) to such extent as shall be necessary to effect the qualifications of this Indenture under the Trust Indenture Act, substitute one or under any similar federal statute hereafter enacted. The Trustee is hereby authorized to join more Lease Contracts in accordance with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained Section 4.04 hereof and to accept add Lease Contracts pursuant to Warehouse Fundings; (9) to amend the conveyance, transfer and assignment definition of "Concentration Limits"; and (10) modify any property thereunder, but the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by of the provisions of this Section 11.1 may 9.02, except to increase the percentage of Holders required for any modification or waiver or to provide that certain other provisions of the Indenture cannot be executed by the Company and the Trustee modified or waived without the consent of each Holder of each Outstanding Note affected thereby; or (11) permit the holders creation of any lien ranking prior to or on a parity with the lien of the Notes Indenture with respect to any part of the Trust Estate or terminate the lien of the Indenture on any property at any time subject hereto or deprive the time outstanding, notwithstanding Holder of any Note of the security afforded by the lien of the Indenture; or (12) modify any of the provisions of Section 11.2Sections 6.01(1) or (2), 6.02, 6.03, 6.18, or 12.02(d) hereof.

Supplemental Indentures Without Consent of Noteholders. The Company, when authorized by the resolutions of the Board of 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: (a) 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 4IV, 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 12XII; (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 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 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. 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, but may in its discretion, enter into any supplemental indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 11.1 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 11.2.

Supplemental Indentures Without Consent of Noteholders. The Company, when authorized by the resolutions of the Company's Board of 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: (a) 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; (cb) to evidence the succession of another corporation to the Company, or successive successions, and the assumption by the a successor corporation Person of the covenants, agreements and obligations of the Company pursuant to Article 1212 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 Company, the Issuer or the Subsidiary Guarantors such further covenants, restrictions or conditions 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, restrictions or conditions 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, HOWEVER, provided that in respect of any such additional covenant, restriction or condition 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 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 any inconsistency or supplement any otherwise defective provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenturethis Indenture, or to make so long as such other provisions in regard to matters or questions arising under this Indenture which shall action will not materially 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 and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Notes; or; (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 effect qualify or maintain the qualifications 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 that the Company may deem necessary or desirable and that shall not be inconsistent with provisions of this Indenture, provided that such change will not have a material adverse effect on the interests of the Noteholders. The 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 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 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, but may in its discretion, enter into any supplemental indenture which that affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by 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 this Section 11.1 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 11.2Registration Rights Agreement.

Supplemental Indentures Without Consent of Noteholders. The Company, when authorized by the resolutions a resolution of the its Board of 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: (a) 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, Notes any property or assets; (cb) 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 128 --------- hereof; (dc) to add to the covenants of the Company such further covenants, restrictions restrictions, conditions or conditions provisions as the Board of Directors shall consider to be for the benefit protection of the holders Holders of Notes, and to make the occurrence, or the occurrence and continuance, continuance of a default Default in any such additional covenants, restrictions restrictions, conditions or conditions a default 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, provided that in respect of any such additional covenant, restriction -------- restriction, condition or condition 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 defaultsDefaults) or may provide for an immediate enforcement upon such default an Event of Default or may limit the remedies available to the Trustee upon due solely to such defaultan 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 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; (fd) to cure any ambiguity or to cure, correct or supplement any defective provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenturethe Notes, or to make such other provisions in regard to matters or questions arising under this Indenture or under any supplemental indenture as the Board of Directors may deem necessary or desirable, and in any case which the Trustee and the Company shall determine (i) are not inconsistent with this Indenture and the Notes and (ii) shall not materially adversely affect the interests of the holders Holders of the Notes; (ge) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Notes; or (h) to modify, eliminate modify or add to the provisions of supplement this Indenture or any indenture supplemental hereto in such manner as to such extent as shall be necessary to effect permit the qualifications of this Indenture qualification thereof under the Trust Indenture Act, TIA or under any other similar federal statute hereafter enactedin effect; and (f) to permit or facilitate the issuance of a series of Notes pursuant to the 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, but may in its discretion, 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. Any supplemental indenture authorized by the provisions of this Section 11.1 7.1 ----------- may be executed by the Company and the Trustee without the consent of the holders Holders of any of the Notes at the time outstandingOutstanding, notwithstanding any of the provisions of Section 11.2.7.2 hereof. -----------

Supplemental Indentures Without Consent of Noteholders. The Company, when authorized by the resolutions of the Board of 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: (a) 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 Person to the Company, or successive successions, and the assumption assumptions by the successor corporation Person of the covenants, agreements and obligations of the Company pursuant to Article 12Nine; (db) to add to the covenants of the Company such further covenants, restrictions or conditions for the benefit 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 provided set forth in this Indenture as herein set forthIndenture; PROVIDEDprovided, HOWEVERhowever, 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; (fc) to cure any ambiguity or to correct or supplement any provision contained herein in this Indenture or in any supplemental indenture which that may be defective or inconsistent with any other provision contained herein in this Indenture or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture which Indenture, in each case that shall not materially adversely affect the interests of the holders of the Notes;; and (gd) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Notes; or (h) Notes and to modify, eliminate or add to or change any of the provisions of this Indenture to Indenture; provided, however, that such extent as action shall be necessary to effect not adversely affect the qualifications interests of this Indenture under the Trust Indenture Act, or under any similar federal statute hereafter enactedholders of the Notes. 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, 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. Any supplemental indenture authorized by the provisions of this Section 11.1 8.01 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 11.28.02.

Supplemental Indentures Without Consent of Noteholders. The Company, when authorized by the resolutions a resolution of the its Board of 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: (a) 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, Notes any property or assets; (cb) 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 12ARTICLE 8 hereof; (dc) to add to the covenants of the Company such further covenants, restrictions restrictions, conditions or conditions provisions as the Board of Directors shall consider to be for the benefit protection of the holders Holders of Notes, and to make the occurrence, or the occurrence and continuance, continuance of a default Default in any such additional covenants, restrictions restrictions, conditions or conditions a default 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, PROVIDED that in respect of any such additional covenant, restriction restriction, condition or condition 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 defaultsDefaults) or may provide for an immediate enforcement upon such default an Event of Default or may limit the remedies available to the Trustee upon due solely to such defaultan 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 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; (fd) to cure any ambiguity or to cure, correct or supplement any defective provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenturethe Notes, or to make such other provisions in regard to matters or questions arising under this Indenture or under any supplemental indenture as the Board of Directors may deem necessary or desirable, and in any case which the Trustee and the Company shall determine (i) are not inconsistent with this Indenture and the Notes and (ii) shall not materially adversely affect the interests of the holders Holders of the Notes; (ge) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Notes; or (h) to modify, eliminate modify or add to the provisions of supplement this Indenture or any indenture supplemental hereto in such manner as to such extent as shall be necessary to effect permit the qualifications of this Indenture qualification thereof under the Trust Indenture Act, TIA or under any other similar federal statute hereafter enactedin effect; and (f) to permit or facilitate the issuance of a series of Notes pursuant to the 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, but may in its discretion, 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. Any supplemental indenture authorized by the provisions of this Section 11.1 SECTION 7.1 may be executed by the Company and the Trustee without the consent of the holders Holders of any of the Notes at the time outstandingOutstanding, notwithstanding any of the provisions of Section 11.2SECTION 7.2 hereof.

Supplemental Indentures Without Consent of Noteholders. The Company, when authorized by the resolutions of the Board of 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: (a) 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 4IV, 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 12XII; (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 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 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. The 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, but may in its discretion, enter into any supplemental indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 11.1 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 11.2. 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. The CompanyCompany and the Guarantor, when authorized by the resolutions of the a Board of DirectorsResolution 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: (a) to make provision with respect to the conversion rights of the holders of Notes pursuant to the requirements of Section 15.6;9.07 or the repurchase obligations of the Company pursuant to the requirements of Section 3.08(h). (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 a successor corporation Person of the covenants, agreements and obligations of the Company or the Guarantor pursuant to Article 12VII; (d) to add to the Events of Default and covenants of the Company or the Guarantor such further covenants, restrictions or conditions 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 any such additional covenants, restrictions or conditions 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 forthforth or to surrender any power conferred upon the Company or any Guarantor; PROVIDED, HOWEVERprovided, that in respect of any such additional covenant, restriction or condition 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 provide for establish the issuance under this Indenture forms or terms 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 purposeNotes; (f) to cure any ambiguity or to correct or supplement any provision contained herein or error 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 NotesIndenture; (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 provisions of this Indenture to such extent as shall be necessary to effect qualify or maintain the qualifications qualification of this First Supplemental Indenture under the Trust Indenture Act, or under any similar federal statute hereafter enacted; (i) to 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 Indenture or forms or terms of the Notes, provided, no such change individually or in the aggregate with all other such changes, individually or in the aggregate, has or will have a material adverse effect on the interests of the Noteholders. The Upon the written request of the Company and the Guarantor accompanied by a copy of each Board Resolution and Member Action authorizing the execution of any supplemental indenture, 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, but may in its discretion, enter into any supplemental indenture which that affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 11.1 6.02 may be executed by the Company Company, the Guarantor, 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 11.26.03.

Supplemental Indentures Without Consent of Noteholders. The CompanyIssuer, when authorized by the resolutions a resolution of the its respective Board of 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: (a) 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, Notes any property or assets; (cb) to evidence the succession of another corporation to the CompanyIssuer, or successive successions, and the assumption by the successor corporation of the covenants, agreements and obligations of the Company Issuer pursuant to Article 128; (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 Company Issuer such further covenants, restrictions restrictions, conditions or conditions provisions as its respective Board of Directors and the Trustee shall consider to be for the benefit 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 restrictions, conditions or conditions a default 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, HOWEVERprovided, that in respect of any such additional covenant, restriction restriction, condition or condition 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 an Event of Default or may limit the remedies available to the Trustee upon such defaultan 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 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 or under any supplemental indenture as the Board of Directors of the Issuer may deem necessary or desirable and not, based on an Opinion of Counsel, to adversely affect the interests of the holders of the Notes; (f) 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 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 in place of certificated Notes; (g) to evidence and provide for secure the acceptance of appointment hereunder by a successor Trustee Notes or to add guarantees with respect to the Notesthereto; orand (h) to modify, eliminate or add to comply with requirements of the provisions of this Indenture to such extent as shall be necessary Commission in order to effect or maintain the qualifications qualification of this the Indenture under the Trust Indenture Act, or under any 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 transfer, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to, but may in its discretion, to enter into any such supplemental indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 11.1 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 11.27.02.

Supplemental Indentures Without Consent of Noteholders. The Company, when authorized by the resolutions of the Board of Directors, 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: (a) 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 Person to the CompanyCorporation, or successive successions, and the assumption by the successor corporation Person of the covenants, agreements and obligations of the Company Corporation pursuant to Article 12X hereof; (db) to add to the covenants of the Company Corporation such further covenants, restrictions or conditions for the benefit protection of the holders Noteholders of Notesany 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 several remedies provided in this Indenture as herein set forth; PROVIDEDprovided, HOWEVERhowever, 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; (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; (fc) 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 Indenture, provided that any such action shall not materially adversely affect the interests of the holders of the NotesNotes of the affected series; (gd) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee trustee with respect to the one or more series of Notes; or; (he) to modify, eliminate qualify or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualifications maintain qualification of this Indenture under the Trust Indenture Act, ; (f) to make any change that does not adversely affect the rights of any Noteholder in any material respect; or (g) to establish the form or under any similar federal statute hereafter enactedterms 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, 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. Any supplemental indenture to this Indenture authorized by the provisions of this Section 11.1 9.01 may be executed by the Company Corporation and the Trustee without the consent of the holders of any of the Notes of the affected series at the time outstandingOutstanding, notwithstanding any of the provisions of Section 11.29.02.

Supplemental Indentures Without Consent of Noteholders. The (a) Without the consent of the Holders of any Notes, the Company, when authorized by a Board Resolution, the resolutions of the Board of Directors, 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: (a1) to make provision with respect correct or amplify the description of any property at any time subject to the conversion rights 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 holders of Notes pursuant Notes, as herein set forth, additional conditions, limitations and restrictions thereafter to be observed; or (3) to add to the requirements covenants of Section 15.6;the Company, for the benefit of the Holders of the Notes, or to surrender any right or power herein conferred upon the Company; or (b4) subject to Article 4, to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Notes, any property to or assets;with the Trustee; or (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; (f5) to cure any ambiguity or ambiguity, 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 with respect to matters or questions arising under this Indenture Indenture, which shall not materially adversely affect be inconsistent with the interests provisions 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 Notesthis Indenture; or (h6) to modify, eliminate or add evidence the succession of the Trustee pursuant 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 under any similar federal statute hereafter enacted. The Trustee is hereby authorized to join with the Company in Article 7. (b) 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, but may in its discretion, enter into any supplemental indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 11.1 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 11.2such supplemental indenture.

Supplemental Indentures Without Consent of Noteholders. The (a) In addition to any supplemental indenture otherwise authorized by this Indenture, the Company, when authorized by the resolutions a resolution of the its Board of DirectorsDirectors (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: (a) 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; (ci) to evidence the succession of another corporation Person to the Company, or successive successions, and the assumption by the successor corporation Person of the covenants, agreements and obligations of the Company pursuant to Article 126; (dii) to add to the covenants of the Company or other provisions hereof such further covenants, restrictions restrictions, conditions or conditions provisions as the Company shall consider to be for the benefit protection of the holders Holders of the Notes, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions restrictions, conditions or conditions a default 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, HOWEVERprovided, that in respect of any such additional covenant, restriction restriction, condition or condition 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 an Event of Default or may limit the remedies available to the Trustee upon such defaultan 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 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; (fiii) 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 herein, or in any supplemental indenture, the Offering Memorandum with respect to the Notes or to make such any other provisions in regard as the Company may deem necessary or desirable with respect to matters or questions arising under this Indenture which Indenture, provided that no such action shall not materially adversely affect the interests of the holders Holders of the Notes; (giv) 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; or (h) Notes and to modify, eliminate or add to or change any of the provisions of this Indenture to such extent as shall be necessary to effect provide for or facilitate the qualifications administration of this Indenture under the Trust Indenture Acttrusts hereunder by more than one Trustee, pursuant to the requirements of Section 8.07; (vii) to vary or under substitute the Notes in accordance with Section 4.09; and (viii) to make any similar federal statute hereafter enacted. other changes that do not materially adversely affect the Holders 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, but may in its discretion, 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 11.1 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 outstandingOutstanding, notwithstanding any of the provisions of Section 11.211.02.

Supplemental Indentures Without Consent of Noteholders. The ------------------------------------------------------ Company, when authorized by the resolutions of the Board of 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: (a) 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 4IV, 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 12XII ; (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; PROVIDEDprovided, HOWEVERhowever, 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 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. 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, but may in its discretion, enter into any supplemental indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 11.1 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 11.2.

Supplemental Indentures Without Consent of Noteholders. The Company, when authorized by the resolutions of the 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: (a) to make provision with respect to the conversion rights of the holders of Notes pursuant to the requirements of Section 15.615.6 and the redemption obligations of the Company pursuant to the requirements of Section 3.5(e); (b) subject to Article 4Four, 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 Person to the Company, or successive successions, and the assumption by the successor corporation Person of the covenants, agreements and obligations of the Company pursuant to Article 12Twelve; (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; PROVIDEDprovided, HOWEVERhowever, that in respect of any such additional covenant, restriction or condition 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 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 which that 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 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. The 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, but may in its discretion, enter into any supplemental indenture which that affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 11.1 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 11.2. 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. The Company, when authorized by the resolutions of the a Board of DirectorsResolution, 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: (a) to make provision with respect to the conversion rights of the holders of Notes pursuant to the requirements of Section 15.614.6; (b) subject to Article 4XV, to convey, transfer, assign, mortgage or pledge to the Trustee Trustee, as security for the Notes, any property or assets; (c) to evidence the succession of another corporation person to the Company, or successive successions, and the assumption by the successor corporation Successor Company of the covenants, agreements and obligations of the Company pursuant to Article 12XI; (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, 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 forthIndenture; PROVIDED, HOWEVER, provided that in respect of any such additional covenant, restriction or condition 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 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 which that 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 provisions of this Indenture to such extent as shall be necessary to effect the qualifications qualification of this Indenture under the Trust Indenture ActAct (if applicable), or under any similar federal statute hereafter enactedenacted (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 following: (a) specifying the percentage of the principal amount at which notes will be issued, and if other than the principal amount of those notes, the portion of the principal amount payable upon declaration of acceleration of the maturity of the notes; (b) specifying the date or dates, or method of determining the date or dates, on which the principal of the notes will be payable; (c) specifying the rate or rates at which the notes will bear interest and the method of computation of interest; (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 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, provisions related to redemption or repurchase of the 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 the notes set forth in Article XIV and additional provisions relating to the subordination provisions in Article XV; (j) any other terms or modifications to the Indenture necessary to reflect the terms of the notes described in any prospectus supplement pursuant to which the Notes are offered; and (k) any other provision not inconsistent with the 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, but may in its discretion, enter into any supplemental indenture which that affects the Trustee's own rights, duties duties, protections, privileges, liabilities or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 11.1 10.1 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 11.210.2.

Supplemental Indentures Without Consent of Noteholders. The Company, when authorized by the resolutions of the 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: (a) to make provision with respect to the conversion rights of the holders of Notes pursuant to the requirements of Section 15.614.05, 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) 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 Person to the Company, or successive successions, and the assumption by the successor corporation Person of the covenants, agreements and obligations of the Company pursuant to Article 1211; (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 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; PROVIDEDprovided that, HOWEVER, that in respect of any such additional covenant, restriction or condition condition, such supplemental indenture may provide for a particular period of grace after default Default (which period may be shorter or longer than that allowed in the case of other defaultsDefaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such defaultDefault; (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 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 which that 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; (h) add additional Guarantees or additional obligors with respect to the Notes or release Guarantors from guarantees as permitted by the terms of this Indenture; (i) further secure the Notes, or release all or any portion of the Collateral pursuant to the terms of the Security Documents; or (hj) to modifyincrease, eliminate from time to time, the per annum interest rate on the 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 add Assistant Secretary authorizing the execution of any supplemental indenture (in form satisfactory to the provisions of this Indenture to such extent as shall be necessary to effect Trustee), the qualifications of this Indenture under the Trust Indenture Act, or under any 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 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, but may in its discretion, enter into any supplemental indenture which that affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 11.1 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 11.28.02.

Supplemental Indentures Without Consent of Noteholders. The Company, when authorized by the resolutions of the 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: (a) 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 Person to the Company, or successive successions, Company and the assumption by the any such successor corporation of the covenants, agreements and obligations covenants of the Company pursuant to Article 12;II; or (db) 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 indentureNoteholders, or to make such other provisions in regard to matters surrender any right or questions arising under this Indenture which shall not materially adversely affect power herein conferred upon the interests of the holders of the Notes;Company; or (gc) to evidence and or provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Notes; or (hd) to modifycure 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 or add to any of the provisions of this Indenture to permit or facilitate the issuance of Global Notes and matters related thereto, PROVIDED that such extent as action pursuant to this clause (e) shall be necessary not adversely affect the interests of the Holders in any material respect; or (f) make provision with respect to effect the qualifications conversion rights of this Indenture under the Trust Indenture Actholders 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 under Assistant Secretary authorizing the execution of any similar federal statute hereafter enacted. The 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, but may in its discretion, enter into any supplemental indenture which that affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 11.1 10.01 may be executed by the Company and the Trustee without the consent of the holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 11.210.02. 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. The Company, when authorized by the resolutions of the 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: (a) to make provision with respect to the conversion rights of the holders of Notes pursuant to the requirements of Section 15.615.06 and the repurchase obligations of the Company pursuant to the requirements of Section 4.05; (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 Person to the Company, or successive successions, and the assumption by the successor corporation 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, provided that in respect of any such additional covenant, restriction or condition 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 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 which that 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 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. The 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, but may in its discretion, enter into any supplemental indenture which that affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 11.1 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 11.211.02.

Supplemental Indentures Without Consent of Noteholders. The Company, when authorized by the resolutions of the Board of 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: (a) 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 4IV, 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 12XII; (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; PROVIDEDprovided, HOWEVERhowever, 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; (gf) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Notes; or (hg) 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 under any similar federal statute hereafter enacted. The 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, but may in its discretion, enter into any supplemental indenture which affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 11.1 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 11.2. 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. The Company, when authorized by the resolutions of the Board of 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: (a) to make provision with respect to the conversion rights of the holders of Notes Noteholders pursuant to the requirements of Section 15.615.06; (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 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 NotesNoteholders, or surrender any right or power conferred upon the Company, 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; PROVIDEDprovided, HOWEVERhowever, 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 increase, from time to time, the issuance Conversion Rate in the manner described 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 purposeSection 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, or to make such other provisions in regard to matters or questions arising under this Indenture which shall not materially 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; (g) " section of the Prospectus, dated May 22, 2007 relating to evidence and provide for the acceptance initial offering of appointment hereunder by a successor Trustee with respect 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 under any similar federal statute hereafter enacted. The complying with the requirements of the Commissioner with respect thereto; 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, but may in its discretion, enter into any supplemental indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 11.1 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 11.211.02.

Supplemental Indentures Without Consent of Noteholders. The Company, when authorized by the resolutions of the 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: (a) 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; (cb) to evidence the succession of another corporation Person to the Company, or successive successions, and the assumption by the successor corporation Person of the covenants, agreements and obligations of the Company pursuant to Article 12; (dc) 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 Default in any such additional covenants, restrictions or conditions a default 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, provided that in respect of any such additional covenant, restriction or condition condition, such supplemental indenture may provide for a particular period of grace after default Default (which period may be shorter or longer than that allowed in the case of other defaultsDefaults) or may provide for an immediate enforcement upon such default Default or may limit the remedies available to the Trustee upon such defaultDefault; (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; (fd) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which 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 which that shall not materially adversely affect the interests of the holders of the Notes; (ge) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Notes; or; (hf) 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 under any similar federal statute hereafter enacted; or (g) make other changes to the indenture or forms or terms of the Notes, provided no such change individually or in the aggregate with all other such changes has or will have a material adverse effect on the interests of the Noteholders. The 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, if any, but the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental indenture which that affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 11.1 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 11.2.

Supplemental Indentures Without Consent of Noteholders. The Company, when authorized by the resolutions of the Board of Directors, 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: (a) 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 12Eleven hereof; (db) to add to the covenants of the Company such further covenants, restrictions restrictions, conditions or conditions provisions as its Board of Directors and the Trustee shall consider to be for the benefit protection of the holders of all, or any series of, Notes, and to make the occurrence, or the occurrence and continuance, of a default Default in any of such additional covenants, restrictions restrictions, conditions or conditions provisions a default 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; PROVIDED, HOWEVER, that in respect of any with such additional covenant, restriction or condition such supplemental indenture may provide for a particular period of grace after default (which period grace, if any, and subject to such conditions as such Supplemental Indenture 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 defaultprovide; (ec) 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 coupon form (including Notes registrable as to principal only) registered form, 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 purposepurpose 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; (fd) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture Supplemental Indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, Supplemental Indenture; or to make such other provisions in regard to matters or questions arising under this Indenture which as shall not materially adversely affect the interests of the holders of the NotesNotes including provisions necessary or desirable to provide for or facilitate the administration of the trusts hereunder; (ge) to evidence and provide for the acceptance of and appointment hereunder by a successor Trustee trustee with respect to the Notes; orNotes 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; (hf) to change or eliminate any 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 which is entitled to the benefit of such provision or (ii) shall not adversely apply to any Note outstanding; (g) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualifications qualification of this Indenture under the Trust Indenture Act, or under any similar federal 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, 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 principal thereof, or interest (or premium, if any) thereon; (i) to provide for uncertificated Notes in addition to or in place of certificated Notes; (j) to provide for the issuance of and establish the form and terms and conditions of the Notes of any series, to establish the form of any certifications required to be furnished pursuant to the terms of this Indenture or any series of Notes, or to add to the rights of the holders of any series of Notes. 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, but may in its discretion, to enter into any supplemental indenture such Supplemental Indenture which adversely affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. 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 11.1 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 11.210.02.

Supplemental Indentures Without Consent of Noteholders. The Company, when authorized by at the resolutions of the Board of DirectorsCompany’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: (a) to make provision with respect to the conversion rights of the holders of Notes pursuant to the requirements of Section 15.6cure any ambiguity, omission, defect or inconsistency that does not adversely affect Holders in any material respect; (b) subject to Article 4, to convey, transfer, assign, mortgage or pledge to the Trustee as security provide for the Notes, any property or assetsassumption by a Successor Company of the obligations of the Company under the Indenture; (c) to evidence increase the succession of another corporation to the Company, or successive successions, and the assumption by the successor corporation Conversion Rate of the covenants, agreements and obligations of the Company pursuant to Article 12Notes; (d) add guarantees or additional obligors with respect to the Notes; (e) secure the Notes; (f) add to the covenants of the Company such further covenants, restrictions or conditions for the benefit of the holders of Notes, and to make Holders or surrender any right or power conferred upon 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 NotesCompany; (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 evidence and the section entitled “Description of notes” as set forth in the Offering Memorandum; (i) add any additional Events of Default; (j) comply with the requirements of the Commission or any applicable securities depositary or stock exchange on which the Common Stock may be listed; (k) provide for the acceptance uncertificated Notes in addition to or in place of appointment hereunder by a successor Trustee with respect certificated Notes; (l) make any amendment to the provisions of the 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; or (hm) to modify, eliminate or add to evidence and provide the provisions acceptance of this Indenture to such extent as shall be necessary to effect the qualifications appointment of this Indenture a successor Trustee under the Trust Indenture ActIndenture. Upon the written request of the Company, or under any similar federal statute hereafter enacted. The 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, but may in its discretion, enter into any supplemental indenture which that affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 11.1 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 11.211.02.

Supplemental Indentures Without Consent of Noteholders. The Company, when authorized by the resolutions of the Board of Directors, 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: (a) 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 12Eleven hereof; (db) to add to the covenants of the Company such further covenants, restrictions restrictions, conditions or conditions provisions as its Board of Directors and the Trustee shall consider to be for the benefit 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 restrictions, conditions or conditions 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; PROVIDED, HOWEVERwith such period of grace, that in respect of any if any, and subject to such additional covenant, restriction or condition conditions as 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 defaultprovide; (ec) 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 coupon form (including Notes registrable as to principal only) registered form, 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 purposepurpose 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; (fd) 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 other provisions in regard to matters or questions arising under this Indenture which as shall not materially adversely affect the interests of the holders of the NotesNotes in any material respect; (ge) to evidence and provide for the acceptance of and appointment hereunder by a successor Trustee trustee with respect to the Notes; orNotes 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 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 (ii) shall not apply to any Note outstanding; (g) to establish the form or terms of Notes of any series or Tranche within a series as permitted by Sections 2.01 and 2.06; (h) to modify, eliminate make any other provisions with respect to matters or add to the provisions of questions arising under this Indenture to such extent as which shall be necessary to effect not adversely affect the qualifications interests of this Indenture under the Trust Indenture Act, holders of Notes of any series or under Tranche within a series in any similar federal statute hereafter enactedmaterial 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, but may in its discretion, to enter into any such supplemental indenture which adversely affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 11.1 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 11.2.

Supplemental Indentures Without Consent of Noteholders. The (a) In addition to any supplemental indenture otherwise authorized by this Indenture, the Company, when authorized by the resolutions a resolution of the its Board of DirectorsDirectors (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: (a) 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; (ci) to evidence the succession of another corporation Person to the Company, or successive successions, and the assumption by the successor corporation Person of the covenants, agreements and obligations of the Company pursuant to Article 125; (dii) to add to the covenants of the Company or other provisions hereof such further covenants, restrictions restrictions, conditions or conditions provisions as the Company shall consider to be for the benefit protection of the holders Holders of the Notes, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions restrictions, conditions or conditions a default 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, HOWEVERprovided, that in respect of any such additional covenant, restriction restriction, condition or condition 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 an Event of Default or may limit the remedies available to the Trustee upon such defaultan 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 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; (fiii) 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 herein, or in any supplemental indenture, the Offering Memorandum with respect to the Notes or to make such any other provisions in regard as the Company may deem necessary or desirable with respect to matters or questions arising under this Indenture which Indenture, provided that no such action shall not materially adversely affect the interests of the holders Holders of the Notes; (giv) 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; or (h) Notes and to modify, eliminate or add to or change any of the provisions of this Indenture to such extent as shall be necessary to effect provide for or facilitate the qualifications administration of this Indenture under the Trust Indenture Acttrusts hereunder by more than one Trustee, or under pursuant to the requirements of Section 7.07; and (vii) to make any similar federal statute hereafter enacted. other changes that do not materially adversely affect the Holders 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, but may in its discretion, 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 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 outstandingOutstanding, notwithstanding any of the provisions of Section 11.29.02.