Common use of Without Consent of Holders Clause in Contracts

Without Consent of Holders. Unless otherwise specified for a particular Series by a Board Resolution, a supplemental indenture or an Officers’ Certificate, the Company and the Trustee may amend or supplement this Indenture or the Securities of one or more Series without the consent of any Holder: (a) to evidence the succession of another person to the Company under this Indenture and the Securities and the assumption by any such Successor Person of the obligations of the Company hereunder and under the Securities; (b) to add covenants of the Company for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included for the benefit of such series) or to surrender any right or power herein conferred upon the Company provided such action does not adversely affect the interests of the Holders; (c) to add any additional Events of Default; (d) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in uncertificated form; (e) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities, provided that any such addition, change or elimination (A) shall neither (i) apply to any Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor (ii) modify the rights of the Holder of any such Security with respect to such provision or (B) shall become effective only when there is no such Security Outstanding; (f) to establish the forms or terms of the Securities of any series issued pursuant to the terms hereof; (g) to cure any ambiguity or correct any inconsistency in this Indenture; (h) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee; (i) to qualify this Indenture under the Trust Indenture Act; (j) to provide for uncertificated securities in addition to certificated securities; (k) to supplement any provisions of this Indenture necessary to permit or facilitate the defeasance and discharge of any series of Securities, provided that such action does not adversely affect the interests of the Holders of Securities of such series or any other series; (l) to conform the Indenture to any Description of Securities for a particular Series of Securities; and (m) to comply with the rules or regulations of any securities exchange or automated quotation system on which any of the Securities may be listed or traded.

Without Consent of Holders. Unless otherwise specified for a particular Series by a Board Resolution, a supplemental indenture or an Officers’ Certificate, the The Company and the Trustee as to any series of Securities may supplement or amend or supplement this Indenture or the Securities of one without notice to or more Series without the consent of any HolderSecurityholder: (a1) to evidence the succession of another person to the Company under this Indenture and the Securities and the assumption by cure any such Successor Person of the obligations of the Company hereunder and under the Securitiesambiguity, defect, or inconsistency; (b2) to comply with Article 5; (3) to comply with any requirements of the Commission in connection with the qualification of this Indenture under the TIA; (4) to add covenants of the Company for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included for the benefit of such series) or to surrender any right or power herein conferred upon the Company provided such action does not adversely affect the interests of the Holders; (c) to add any additional Events of Default; (d) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of of, or to liberalize the terms of, Securities issued in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in uncertificated form, provided that this action will not adversely affect the interests of the Holders of the Securities of any series in any material respect; (e5) to add to, change change, or eliminate any of the provisions of this Indenture in respect of one or more series of Securities; provided, provided however, that any such addition, change change, or elimination (A) shall neither (i) apply to any Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor (ii) modify the rights of the Holder of any such Security with respect to such provision provision; or (B) shall become effective only when there is no outstanding Security of any series created prior to the execution of such Security Outstandingsupplemental indenture and entitled to the benefit of such provision; (f6) to add to existing covenants additional covenants for the benefit of the Holders of all or any series of Securities, to surrender any right or power conferred upon the Company in this Indenture, or to add events of default for the benefit of Holders of all or any series of Securities; (7) to secure previously unsecured Securities; (8) to make any change that does not adversely affect in any material respect the interests of the Securityholders of any series; (9) to establish additional series of Securities as permitted by Section 2.01 hereof; (10) to establish the forms form or terms of the Securities of any series issued pursuant to series, including the terms hereofprovisions and procedures, if applicable, for the conversion or exchange of the Securities into other securities or property; (g) to cure any ambiguity or correct any inconsistency in this Indenture; (h11) to evidence and provide for the acceptance or appointment of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder under this Indenture by more than one Trustee; (i12) to qualify make any provision with respect to the conversion or exchange of rights of Holders pursuant to the requirements of this Indenture; (13) to close this Indenture with respect to the authentication and delivery of additional series of Securities or to qualify, or maintain qualification of, this Indenture under the Trust Indenture Act;TIA; or (j) to provide for uncertificated securities in addition to certificated securities; (k14) to supplement any of the provisions of this Indenture to the extent necessary to permit or facilitate the defeasance and discharge of any series of Securities, provided that such the action does shall not adversely affect the interests of the Holders of Securities of such any series or in any other series; (l) to conform the Indenture to any Description of Securities for a particular Series of Securities; and (m) to comply with the rules or regulations of any securities exchange or automated quotation system on which any of the Securities may be listed or tradedmaterial respect.

Without Consent of Holders. Unless otherwise specified for a particular Series by a Board Resolution, a supplemental indenture or an Officers’ CertificateThe Company, the Company Guarantors and the Trustee may amend or supplement this Indenture or the Securities of one or more Series waive any provision hereof or thereof without the consent of any Holder: (a1) to evidence the succession of another person to the Company under this Indenture and the Securities and the assumption by cure any such Successor Person of the obligations of the Company hereunder and under the Securitiesambiguity, omission, defect or inconsistency; (b2) to comply with Section 5.01; (3) to provide for uncertificated Securities in addition to or in place of certificated Securities, or to provide for the issuance of bearer Securities (with or without coupons); (4) to provide any security for, or to add any guarantees of or additional obligors on, any series of Securities or the related Guarantees, if any; (5) to comply with any requirement in order to effect or maintain the qualification of this Indenture under the TIA; (6) to add to the covenants of the Company or any Guarantor for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) ), or to surrender any right or power herein conferred upon the Company provided such action does not adversely affect the interests of the Holdersor any Guarantor; (c7) to add any additional Events of DefaultDefault with respect to all or any series of the Securities (and, if any such Event of Default is applicable to less than all series of Securities, specifying the series to which such Event of Default is applicable); (d8) 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 outstanding Security of any series created prior to the execution of such amendment or supplemental indenture that is adversely affected in any material respect by such change in or elimination of such provision; provided, further, that any change made solely to conform the provisions of this Indenture to the description of any Security in a prospectus supplement pursuant to which such Securities were offered and sold will not be deemed to adversely affect any Security of that series in any material respect; (9) to add establish the form or terms of Securities of any series as permitted by Section 2.01; (10) to or change supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance defeasance and discharge of any series of Securities pursuant to Section 8.01; provided, however, that any such action shall not adversely affect the interest of the Holders of Securities of such series or any other series of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in uncertificated form;any material respect; or (e) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities, provided that any such addition, change or elimination (A) shall neither (i) apply to any Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor (ii) modify the rights of the Holder of any such Security with respect to such provision or (B) shall become effective only when there is no such Security Outstanding; (f) to establish the forms or terms of the Securities of any series issued pursuant to the terms hereof; (g) to cure any ambiguity or correct any inconsistency in this Indenture; (h11) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee; (i) , pursuant to qualify this Indenture under the Trust Indenture Act; (j) requirements of Section 7.08. Upon the request of the Company, accompanied by a Board Resolution, and upon receipt by the Trustee of the documents described in Section 9.06, the Trustee shall, subject to provide for uncertificated securities Section 9.06, join with the Company and the Guarantors in addition to certificated securities; (k) to supplement the execution of any provisions supplemental indenture authorized or permitted by the terms of this Indenture and make any further appropriate agreements and stipulations that may be therein contained. Notwithstanding anything to the contrary in this Section 9.01, it shall not be necessary for any Guarantor to permit or facilitate join with the defeasance Company and discharge the Trustee in the execution of any supplemental indenture authorized or permitted by the terms of this Indenture unless such supplemental indenture applies to a series of Securities, provided that Securities entitled to the benefit of a Guarantee by such action does not adversely affect the interests of the Holders of Securities of such series or any other series; (l) to conform the Indenture to any Description of Securities for a particular Series of Securities; and (m) to comply with the rules or regulations of any securities exchange or automated quotation system on which any of the Securities may be listed or tradedGuarantor.

Without Consent of Holders. Unless otherwise specified for a particular Series by a Board Resolution, a supplemental indenture or an Officers’ Certificate, the The Company and the Trustee may amend or supplement this Indenture or the Securities of one or more Series without the consent of any HolderSecurityholder by indentures supplemental hereto: (a) to evidence the succession of another person to the Company as obligor under this Indenture and the Securities Indenture, pursuant to Article V, and the assumption by any such Successor Person successor of the covenants and obligations of the Company hereunder in the Indenture and under in the SecuritiesSecurities or evidence the addition or release of any guarantor in accordance with this Indenture or any supplemental indenture; (b) to add to the covenants of the Company such further covenants, restrictions, conditions or provisions shall be for the benefit protection of the Holders and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any series of the several remedies provided in this Indenture, with such period of grace, if any, and subject to such conditions as such supplemental indenture may provide; (c) to add to or change any of the provisions of this Indenture to provide that Bearer Securities may be registrable as to principal, to change or eliminate any restrictions on the payment of principal of or any premium or interest on Bearer Securities, to permit Bearer Securities to be issued in exchange for Registered Securities, to permit Bearer Securities to be issued in exchange for Bearer Securities of other authorized denominations or to permit or facilitate the issuance of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating in uncertificated form; provided that such covenants are expressly being included for the benefit of such series) or to surrender any right or power herein conferred upon the Company provided such action does shall not adversely affect the interests of the Holders; (c) to add holders of Securities of any additional Events of DefaultSeries or any related coupons in any material respect; (d) to surrender any right or power conferred upon the Company; (e) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities any Series in uncertificated or global form; (e) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities, provided that any such addition, change or elimination (A) shall neither (i) apply to any Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor (ii) modify the rights of the Holder of any such Security with respect to such provision or (B) shall become effective only when there is no such Security Outstanding; (f) to establish provide for the forms acceptance of appointment by a successor Trustee or terms facilitate the administration of the Securities of any series issued pursuant to the terms hereoftrust under this Indenture by more than one Trustee; (g) to cure any ambiguity ambiguity, defect or correct any inconsistency in this Indenture; (h) to evidence add any additional Events of Default (and provide if such Events of Default are to be for less than all Series of Securities, stating that such are expressly being included solely for the acceptance benefit of appointment hereunder by a successor Trustee with respect to such Series of Securities) for the Securities of one or more series and to add to or change any benefit 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 TrusteeHolders; (i) to qualify modify, eliminate or add to the provisions of this Indenture under Indenture, if the Trust Indenture Actchange or elimination (i) becomes effective only when there are no debt securities outstanding of any series created prior to the change or elimination that are entitled to the benefit of the changed or eliminated provision or (ii) shall not apply to the any debt securities outstanding at the time of such change or elimination; (j) to establish the form of Securities of any Series and to provide for uncertificated securities in addition to certificated securitiesthe issuance of any other series of notes under this Indenture; (k) to supplement comply with any provisions requirements of the SEC in connection with the qualification of this Indenture necessary to permit or facilitate under the defeasance and discharge of any series of Securities, provided that such action does not adversely affect the interests of the Holders of Securities of such series or any other seriesTIA; (l) to conform modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA, or under any Description of Securities for a particular Series of Securitiessimilar federal statute hereafter enacted, and to add to this Indenture such other provisions as may be expressly permitted by the TIA, excluding certain provisions thereof; andor (m) to comply with make any change that does not adversely affect the rules or regulations rights of any securities exchange or automated quotation system on which any of the Securities may be listed or tradedHolder.

Without Consent of Holders. Unless otherwise specified for a particular Series by a Board Resolution, a supplemental indenture or an Officers’ Certificate, the The Company and the Trustee as to any series of Securities may supplement or amend or supplement this Indenture or the Securities of one without notice to or more Series without the consent of any HolderSecurityholder: (a1) to evidence the succession of another person to the Company under this Indenture and the Securities and the assumption by cure any such Successor Person of the obligations of the Company hereunder and under the Securitiesambiguity, defect, or inconsistency; (b2) to comply with Article 5; (3) to comply with any requirements of the Commission in connection with the qualification of this Indenture under the TIA; (4) to add covenants of the Company for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included for the benefit of such series) or to surrender any right or power herein conferred upon the Company provided such action does not adversely affect the interests of the Holders; (c) to add any additional Events of Default; (d) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of of, or to liberalize the terms of, Securities issued in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in uncertificated form, provided that this action will not adversely affect the interests of the Holders of the Securities of any series in any material respect; (e5) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities, provided provided, however, that any such addition, change change, or elimination (A) shall neither (i) apply to any Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor (ii) modify the rights of the Holder of any such Security with respect to such provision or (B) shall become effective only when there is no outstanding Security of any series created prior to the execution of such Security Outstandingsupplemental indenture and entitled to the benefit of such provision; (f6) to add to existing covenants additional covenants for the benefit of the Holders of all or any series of Securities, to surrender any right or power conferred upon the Company in this Indenture, or to add events of default for the benefit of Holders of all or any series of Securities; (7) to secure previously unsecured Securities; (8) to make any change that does not adversely affect in any material respect the interests of the Securityholders of any series; (9) to establish additional series of Securities as permitted by Section 2.01 hereof; (10) to establish the forms form or terms of the Securities of any series issued pursuant to series, including the terms hereofprovisions and procedures, if applicable, for the conversion or exchange of the Securities into other securities or property; (g) to cure any ambiguity or correct any inconsistency in this Indenture; (h11) to evidence and provide for the acceptance or appointment of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder under this Indenture by more than one Trustee; (i12) to qualify make any provision with respect to the conversion or exchange of rights of Holders pursuant to the requirements of this Indenture; (13) to close this Indenture with respect to the authentication and delivery of additional series of Securities or to qualify, or maintain qualification of, this Indenture under the Trust Indenture Act;TIA; or (j) to provide for uncertificated securities in addition to certificated securities; (k14) to supplement any of the provisions of this Indenture to the extent necessary to permit or facilitate the defeasance and discharge of any series of Securities, provided that such the action does shall not adversely affect the interests of the Holders of Securities of such any series or in any other series; (l) to conform the Indenture to any Description of Securities for a particular Series of Securities; and (m) to comply with the rules or regulations of any securities exchange or automated quotation system on which any of the Securities may be listed or tradedmaterial respect.

Without Consent of Holders. Unless otherwise specified for a particular Series by a Board Resolution, a supplemental indenture or an Officers’ CertificateThe Company, the Company Guarantors and the Trustee may amend or supplement this Indenture or the Securities of one or more a Series without the notice to or consent of any HolderSecurityholder of such Series: (a1) to evidence the succession of another person to the Company under this Indenture and the Securities and the assumption by cure any such Successor Person of the obligations of the Company hereunder and under the Securitiesambiguity, omission, defect or inconsistency; (b2) to add covenants make any change that does not, in the good faith opinion of the Company for the benefit Board of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of SecuritiesDirectors, stating that such covenants are expressly being included for the benefit of such series) or to surrender any right or power herein conferred upon the Company provided such action does not adversely affect the interests of the HoldersHolders of affected Securities in any material respect.; (c3) to comply with Article Five; (4) to provide any security for or guarantees of such Securities; (5) to add any additional Events events of Defaultdefault with respect to such Securities; (d6) to add covenants that would benefit the Holders of affected Securities or to surrender any rights or powers the Company has under this Indenture; (7) to provide for uncertificated Securities in addition to or in place of certificated Securities; (8) to add to or change any of the provisions of this the Indenture to such extent as shall be necessary to permit or facilitate the issuance of the Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in uncertificated form; (e9) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securitiesthe Indenture, provided provided, however, that any such addition, change or elimination (A) shall neither (i) apply to any become effective only when there is no Security outstanding of any series created prior to the execution of such supplemental indenture and which is entitled to the benefit of such provision nor (ii) modify the rights of the Holder of any such Security with respect to such provision or (B) shall become effective only when there is no such Security Outstandingprovision;; (f10) to establish the forms form or terms of the Securities of any series issued pursuant to the terms hereof;Series as permitted by this Indenture; or (g) to cure any ambiguity or correct any inconsistency in this Indenture; (h11) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee trustee with respect to the Securities of one or more series 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 under this Indenture by more than one Trustee; (i) trustee, pursuant to qualify this Indenture under the Trust Indenture Act; (j) to provide for uncertificated securities in addition to certificated securities; (k) to supplement any provisions requirements of this Indenture necessary to permit or facilitate Indenture. After an amendment under this Section 10.01 becomes effective, the defeasance and discharge of any series of Securities, provided that such action does not adversely affect the interests of the Holders of Securities Company shall mail notice of such series or any other series; (l) amendment to conform the Indenture to any Description of Securities for a particular Series of Securities; and (m) to comply with the rules or regulations of any securities exchange or automated quotation system on which any of the Securities may be listed or tradedSecurityholders.

Without Consent of Holders. Unless otherwise specified for a particular Series by a Board Resolution, a supplemental indenture or an Officers’ Certificate, the The Company and the Trustee may amend or supplement this Indenture or the Securities of one or more Series without the consent of any Holder: (a) to evidence the succession of another person to the Company under this Indenture and the Securities and the assumption by any such Successor Person successor person of the obligations of the Company hereunder and under the Securities; (b) to add or remove covenants of the Company for the benefit of the Holders of all or any series Series of Securities (and if such covenants are to be for the benefit of less than all series Series of Securities, stating that such covenants are expressly being included for the benefit of such seriesSeries) or to surrender any right or power herein conferred upon the Company provided such action does not adversely affect the interests of the HoldersHolders (as determined by the Company); (c) to add any additional Events of Default; (d) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in uncertificated form; (e) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series Series of Securities, provided that any such addition, change or elimination (A) shall neither (i) apply to any Security of any series Series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor (ii) modify the rights of the Holder of any such Security with respect to such provision or (B) shall become effective only when there is no such Security Outstanding; (f) to establish the forms or terms of the Securities of any series Series issued pursuant to the terms hereof; (g) to cure any ambiguity or defect or correct any inconsistency in this Indenture; (h) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series 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; (i) to qualify this Indenture under the Trust Indenture Act; (j) to provide for uncertificated securities Securities in addition to certificated securitiesSecurities; (k) to supplement any provisions of this Indenture necessary to permit or facilitate the defeasance and discharge of any series of Securities, provided that such action does not adversely affect the interests of the Holders of Securities of such series or any other series; (l) to conform the Indenture to any Description of Securities for a particular Series of Securities[Reserved].; and (ml) to comply with the rules or regulations of any securities exchange or automated quotation system on which any of the Securities may be listed or traded.

Without Consent of Holders. Unless otherwise specified for a particular Series by a Board Resolution, a supplemental indenture or an Officers’ Certificate, the The Company and the Trustee may amend or supplement this Indenture or the Securities of one any series without notice to or more Series without the consent of any HolderSecurityholder: (a1) to evidence the succession of another person to the Company under this Indenture and the Securities and the assumption by cure any such Successor Person of the obligations of the Company hereunder and under the Securitiesambiguity, defect or inconsistency; (b2) to comply with Section 5.01; (3) to establish the form or terms of Securities of any series as permitted by Sections 2.01 and 2.02; (4) to add to the covenants of the Company for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender any right or power herein conferred upon the Company provided such action does not adversely affect the interests of the HoldersCompany; (c5) to add any additional Events of DefaultDefault (and if such Events of Default are to be applicable to less than all series of Securities, stating that such Events of Default are expressly being included solely to be applicable to such series); (d6) to change or eliminate any of the provisions of this Indenture, provided that, except as otherwise contemplated by Section 2.02(14), any such change or elimination shall become effective only when there is no Security outstanding of any series created prior thereto which is entitled to the benefit of such provision; (7) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of provide for uncertificated Securities in uncertificated formaddition to certificated Securities (so long as any "registration-required obligation" within the meaning of Section 163(f)(2) of the Internal Revenue Code of 1986, as amended (the "Code") is in registered form for purposes of the Code); (e) 8) to add to, make any change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities, provided that any such addition, change or elimination (A) shall neither (i) apply to any Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor (ii) modify does not materially adversely affect the rights of the Holder of any such Security with respect to such provision or (B) shall become effective only when there is no such Security Outstanding;Securityholder; or (f9) to establish the forms or terms comply with any requirement of the Securities SEC in connection with the qualification of any series issued pursuant to the terms hereof; (g) to cure any ambiguity or correct any inconsistency in this Indenture; (h) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee; (i) to qualify this Indenture under the Trust Indenture Act; (j) to provide for uncertificated securities in addition to certificated securities; (k) to supplement any provisions of this Indenture necessary to permit or facilitate the defeasance and discharge of any series of Securities, provided that such action does not adversely affect the interests of the Holders of Securities of such series or any other series; (l) to conform the Indenture to any Description of Securities for a particular Series of Securities; and (m) to comply with the rules or regulations of any securities exchange or automated quotation system on which any of the Securities may be listed or tradedTIA.

Without Consent of Holders. Unless otherwise specified for a particular Series by a Board Resolution, a supplemental indenture or an Officers’ Certificate, the The Company and the Trustee may amend or supplement this Indenture or the Securities of one or more Series without the consent of any Holder: (a1) to evidence cure any ambiguity, omission, defect or inconsistency; (2) to comply with Section 5.01; (3) to provide for uncertificated Securities in addition to or in place of certificated Securities, or to provide for the succession issuance of another person bearer Securities (with or without coupons); (4) to the Company under this Indenture and the Securities and the assumption by provide any such Successor Person security for any series of the obligations of the Company hereunder and under the Securities; (b5) to comply with any requirement in order to effect or maintain the qualification of this Indenture under the TIA; (6) to add to the covenants of the Company for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) ), or to surrender any right or power herein conferred upon the Company provided such action does not adversely affect the interests of the HoldersCompany; (c7) to add any additional Events of DefaultDefault with respect to all or any series of the Securities (and, if such Events of Default are applicable to less than all series of Securities, specifying the series to which such Events of Default are applicable); (d8) 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 outstanding Security of any series created prior to the execution of such amendment or supplemental indenture that is adversely affected in any material respect by such change in or elimination of such provision; (9) to add establish the form or terms of Securities of any series as permitted by Section 2.01; (10) to or change supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance defeasance and discharge of any series of Securities pursuant to Section 8.01; provided, however, that any such action shall not adversely affect the interest of the Holders of Securities of such series or any other series of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in uncertificated form;any material respect; or (e) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities, provided that any such addition, change or elimination (A) shall neither (i) apply to any Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor (ii) modify the rights of the Holder of any such Security with respect to such provision or (B) shall become effective only when there is no such Security Outstanding; (f) to establish the forms or terms of the Securities of any series issued pursuant to the terms hereof; (g) to cure any ambiguity or correct any inconsistency in this Indenture; (h11) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee; (i) , pursuant to qualify this Indenture under the Trust Indenture Act; (j) to provide for uncertificated securities in addition to certificated securities; (k) to supplement any provisions requirements of this Indenture necessary to permit or facilitate the defeasance and discharge of any series of Securities, provided that such action does not adversely affect the interests of the Holders of Securities of such series or any other series; (l) to conform the Indenture to any Description of Securities for a particular Series of Securities; and (m) to comply with the rules or regulations of any securities exchange or automated quotation system on which any of the Securities may be listed or tradedSection 7.

Without Consent of Holders. Unless Except as otherwise specified for a particular Series provided as contemplated by a Board Resolution, a supplemental indenture or an Officers’ CertificateSection 2.1 with respect to the Securities of any series, the Company and the Trustee may amend or supplement this Indenture or the Securities of one without notice to or more Series without the consent of any Holder: (a1) to evidence the succession cure any ambiguity, defect or inconsistency; (2) to provide for uncertificated Securities in addition to or in place of another person to the Company under this Indenture and the Securities and the assumption by any such Successor Person of the obligations of the Company hereunder and under the certificated Securities; (b3) to establish the form or terms of Securities of any series as permitted by Section 2.1; (4) to provide for the assumption of the Company’s obligations to Holders of Securities of any series in the case of a merger or consolidation or sale of all or substantially all of the Company’s properties or assets, as applicable; (5) to comply with requirements of the SEC in order to maintain the qualification of this Indenture under the Trust Indenture Act; (6) to make any change that would provide any additional rights or benefits to the Holders of Securities of any series or that does not materially adversely affect the legal rights under this Indenture of any such Holder; (7) to add to the covenants of the Company for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) ), or to surrender any right or power herein conferred upon the Company provided such action does not adversely affect the interests of the HoldersCompany; (c) 8) to add any additional Events of DefaultDefault with respect to all or any series of the Securities (and, if any such Event of Default is applicable to less than all series of Securities, specifying the series to which such Event of Default is applicable); (d9) to add 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 outstanding Security of any series created prior to the execution of such amendment or supplemental indenture that is adversely affected in any material respect by such change in or elimination of such provision; (10) to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in uncertificated form; (e) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities, provided that any such addition, change or elimination (A) shall neither (i) apply to any Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor (ii) modify the rights of the Holder of any such Security with respect to such provision or (B) shall become effective only when there is no such Security Outstanding; (f) to establish the forms or terms of the Securities of any series issued pursuant to the terms hereof; (g) to cure any ambiguity or correct any inconsistency in this Indenture; (h) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee; (i) to qualify this Indenture under the Trust Indenture Act; (j) to provide for uncertificated securities in addition to certificated securities; (k) to supplement any provisions of this Indenture necessary to permit or facilitate the defeasance and discharge of any series of SecuritiesSecurities pursuant to Section 8.1; provided, provided however, that any such action does shall not adversely affect the interests interest of the Holders of Securities of such series or any other series of Securities in any material respect; (11) to secure the Securities of any series; (l12) to evidence and provide for the acceptance under this Indenture of a successor trustee; or (13) to conform the text of this Indenture or any Securities to the description thereof in any Description prospectus or prospectus supplement of the Company with respect to the offer and sale of Securities for a particular Series of Securities; and (m) to comply with the rules or regulations of any securities exchange series, to the extent that such provision is inconsistent with a provision of this Indenture or automated quotation system on which the Securities, as provided in an Officers’ Certificate. After an amendment under this Indenture becomes effective, the Company is required to mail to the Holders of each Security affected thereby a notice briefly describing such amendment. However, the failure to give such notice to all the Holders of each Security affected thereof, or any defect therein, will not impair or affect the validity of the Securities may be listed amendment or tradedsupplemental indenture under this Section 9.1.

Without Consent of Holders. Unless otherwise specified for a particular Series The Company, when authorized by a resolution of its Board Resolutionof Directors, a supplemental indenture or an Officers’ Certificate, the Company and the Trustee Trustee, together, may amend or supplement this Indenture or the Securities without notice to or consent of any Securityholder for any one or more Series without of the consent of any Holderfollowing: (a1) to evidence the succession of another person cure any ambiguity, defect or inconsistency, or to the Company make any other provisions with respect to matters or questions arising under this Indenture and Indenture, provided that such action does not adversely affect the Securities and the assumption by rights or interests of any such Successor Person Holder of the obligations of the Company hereunder and under the Securities; (b2) to add covenants to or change or eliminate any provision of this Indenture as shall be necessary or desirable in accordance with any amendments to the Company for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of SecuritiesTrust Indenture Act, stating that such covenants are expressly being included for the benefit of such series) or to surrender any right or power herein conferred upon the Company provided such action does not adversely affect the rights or interests of the Holdersany Holder of Securities; (c3) to add any additional Events of Defaultprovide for uncertificated Securities in addition to certificated Securities; (d4) to add evidence the succession of another corporation to the Company, or change any successive successions, and the assumption by the successor corporation of the provisions covenants, agreements and obligations of this Indenture the Company pursuant to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in uncertificated formArticle Five; (e5) to add to, change or eliminate any secure all of the provisions of this Indenture in respect of one or more series of Securities, provided that any such addition, change or elimination (A) shall neither (i) apply to any Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor (ii) modify the rights of the Holder of any such Security with respect to such provision or (B) shall become effective only when there is no such Security Outstanding; (f) to establish the forms or terms of the Securities of any series issued pursuant to the terms hereof; (g) to cure any ambiguity or correct any inconsistency in this Indenture; (h6) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one TrusteeSecurities; (i) to qualify this Indenture under the Trust Indenture Act; (j) to provide for uncertificated securities in addition to certificated securities; (k) to supplement any provisions of this Indenture necessary to permit or facilitate the defeasance and discharge of any series of Securities, provided that such action does not adversely affect the interests of the Holders of Securities of such series or any other series; (l) to conform the Indenture to any Description of Securities for a particular Series of Securities; and (m7) to comply with the rules or regulations of any securities exchange or automated quotation system on which any of the Securities may be listed listed; or (8) to add to the covenants and agreements of the Company such further covenants and agreements as the Board of Directors of the Company shall consider to be for the protection or tradedbenefit of the Holders or to add any Events of Default or to surrender any right or power reserved to or conferred upon the Company.

Without Consent of Holders. Unless otherwise specified for a particular Series by a Board Resolution, a supplemental indenture or an Officers’ CertificateThe Company, the Company Guarantors and the Trustee may amend or supplement this Indenture Indenture, the Securities Guarantees or the Securities of one or more Series without the consent of any Holderholder of a Security: (a) to cure any ambiguity or defect or to correct or supplement any provision herein that may be inconsistent with any other provision herein; or (b) to evidence the succession of another person Person to the Company under this Indenture and the Securities and the assumption by any such Successor Person successor of the obligations of the Company hereunder and under the Securities; (b) to add covenants of the Company herein and, to the extent applicable, of the Securities; or (c) to provide for uncertificated Securities in addition to or in place of certificated Securities; provided that the uncertificated Securities are issued in registered form for purposes of Section 163(f) of the Code, or in the manner such that the uncertificated Securities are described in Section 163(f)(2)(B) of the Code; or (d) to add a Securities Guarantee and cause any Person to become a Guarantor, and/or to evidence the succession of another Person to a Guarantor and the assumption by any such successor of the Securities Guarantee of such Guarantor herein and, to the extent applicable, endorsed upon any Securities of any series; or (e) to secure the Securities of any series; or (f) to add to the covenants of the Company such further covenants, restrictions, conditions or provisions as the Company shall consider to be appropriate for the benefit of the Holders of all or any series of Securities (and if such covenants covenants, restrictions, conditions or provisions are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) ), to make the occurrence, or the occurrence and continuance, of a Default in any such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth, or to surrender any right or power herein conferred upon the Company provided Company; provided, that in respect of any such action additional covenant, restriction, condition or provision such amendment or supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults), may provide for an immediate enforcement upon such an Event of Default, may limit the remedies available to the Trustee upon such an Event of Default or may limit the right of the Holders of a majority in aggregate principal amount of the Securities of such series to waive such an Event of Default; or (g) to make any change to any provision of this Indenture that does not adversely affect the rights or interests of the Holders;any Holder of Securities; or (ch) to provide for the issuance of additional Securities in accordance with the provisions set forth in this Indenture on the date of this Indenture; or (i) to add any additional Defaults or Events of Default;Default in respect of all or any series of Securities; or (dj) to add to to, change or change eliminate any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in uncertificated form;; or (ek) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities, Indenture; provided that any such addition, change or elimination (A) shall neither (i) apply to any become effective only when there is no Security Outstanding of any series created prior to the execution of such amendment or supplemental indenture and that is entitled to the benefit of such provision nor (ii) modify the rights of the Holder of any such Security with respect to such provision or (B) shall become effective only when there is no such Security Outstanding;provision; or (fl) to establish the forms form or terms of the Securities of any series issued pursuant as permitted by Section 2.1 and Section 3.1, including to the terms hereof;reopen any series of any Securities as permitted under Section 3.1; or (g) to cure any ambiguity or correct any inconsistency in this Indenture; (hm) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee;, pursuant to the requirements of Section 6.11(b); or (in) to qualify conform the text of this Indenture (and/or any supplemental indenture) or any debt securities issued thereunder to any provision of a description of such debt securities appearing in a prospectus, prospectus supplement, offering memorandum or offering circular to the extent that such provision appears on its face to have been intended to be a verbatim recitation of a provision of this Indenture (and/or any supplemental indenture) or any debt securities issued thereunder; or (o) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the Trust Indenture Act; (j) Act or under any similar federal statute subsequently enacted, and to provide for uncertificated securities in addition add to certificated securities; (k) to supplement any provisions of this Indenture necessary to permit or facilitate such other provisions as may be expressly required under the defeasance and discharge Trust Indenture Act. Upon the request of the Company accompanied by a Board Resolution authorizing the execution of any series of Securitiessuch amendment or supplemental indenture, provided that such action does not adversely affect and upon receipt by the interests Trustee of the Holders of Securities of such series or any other series; (l) to conform documents described in Section 6.3 hereof, the Indenture to any Description of Securities for a particular Series of Securities; and (m) to comply Trustee will join with the rules or regulations Company and any Guarantor in the execution of any securities exchange such amendment or automated quotation system on which supplemental indenture, to make any of the Securities further appropriate agreements and stipulations that may be listed therein contained and to accept the conveyance, transfer, assignment, mortgage, charge or tradedpledge of any property thereunder, but the Trustee shall not be obligated to enter into any such amendment or supplemental indenture that affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders. Unless otherwise specified for a particular Series by a Board Resolution, a supplemental indenture or an Officers’ Certificate, the The Company and the Trustee may amend or supplement this Indenture or the Securities of one any series without notice to or more Series without the consent of any Holder: (a) to evidence the succession of another person to the Company under cure any ambiguity, defect or inconsistency in this Indenture and the Securities and the assumption by any such Successor Person of the obligations of the Company hereunder and under the Securities; (b) to add covenants of the Company for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating Indenture; provided that such covenants are expressly being included for the benefit of such series) amendments or to surrender any right or power herein conferred upon the Company provided such action does supplements shall not materially adversely affect the interests of the Holders; (b) to provide for uncertificated Securities in addition to or in place of certificated Securities; (c) to add any additional Events of Defaultcomply with Article V; (d) to add to or change comply with any requirements of the provisions Commission in connection with the qualification of this Indenture to such extent as shall be necessary to permit or facilitate under the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in uncertificated formTrust Indenture Act; (e) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities, provided that any such addition, change or elimination (A) shall neither (i) apply to any Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor (ii) modify the rights of the Holder of any such Security with respect to such provision or (B) shall become effective only when there is no such Security Outstanding; (f) to establish the forms or terms of the Securities of any series issued pursuant to the terms hereof; (g) to cure any ambiguity or correct any inconsistency in this Indenture; (h) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one any or more all series by a successor Trustee 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 7.09; (if) to qualify this conform the text of the Indenture under or the Trust Securities of any series to any provision of a description of such Securities in the prospectus or prospectus supplement or other document relating to the offering of such Securities to the extent that such provision was intended to be a verbatim or substantially verbatim recitation of a provision of the Indenture Actor the Securities of such series; (jg) to provide for uncertificated securities in addition to certificated securitiesestablish the form or forms or terms of Securities of any series as permitted by Section 2.03; (kh) to supplement make any provisions of this Indenture necessary change that would provide any additional rights or benefits to permit or facilitate the defeasance and discharge of any series of Securities, provided that such action does not adversely affect the interests of the Holders of Securities of such series or any other series; (l) to conform that does not materially adversely affect the legal rights under the Indenture to of any Description of Securities for a particular Series of Securitiessuch Holder; and (mi) to comply provide for the issuance of additional Securities in accordance with the rules or regulations of any securities exchange or automated quotation system on which any of limitations set forth in the Securities may be listed or tradedIndenture.

Without Consent of Holders. Unless Except as otherwise specified for a particular Series provided as contemplated by a Board Resolution, a supplemental indenture or an Officers’ CertificateSection 2.1 with respect to the Securities of any series, the Company Company, the Guarantors and the Trustee may amend or supplement this Indenture Indenture, the Securities or the Securities of one Security Guarantees without notice to or more Series without the consent of any Holder: (a1) to evidence the succession cure any ambiguity, defect or inconsistency; (2) to provide for uncertificated Securities in addition to or in place of another person to the Company under this Indenture and the Securities and the assumption by any such Successor Person of the obligations of the Company hereunder and under the certificated Securities; (b3) to provide for the assumption of the Company’s or a Guarantor’s obligations to Holders of Securities of any series and Security Guarantees in the case of a merger or consolidation or sale of all or substantially all of the Company’s or such Guarantor’s properties or assets, as applicable; (4) to comply with requirements of the SEC in order to maintain the qualification of this Indenture under the Trust Indenture Act; (5) to add to the covenants of the Company or any Guarantor for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) ), or to surrender any right or power herein conferred upon the Company provided such action does not adversely affect the interests of the Holdersor any Guarantor; (c6) to add any additional Events of DefaultDefault with respect to all or any series of the Securities (and, if any such Event of Default is applicable to less than series of Securities, specifying the series to which such Event of Default is applicable); (d7) to add 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 outstanding Security of any series created prior to the execution of such amendment or supplemental indenture that is adversely affected in any material respect by such change in or elimination of such provision; (8) to establish the form or terms of Securities of any series as permitted by Section 2.1; (9) to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in uncertificated form; (e) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities, provided that any such addition, change or elimination (A) shall neither (i) apply to any Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor (ii) modify the rights of the Holder of any such Security with respect to such provision or (B) shall become effective only when there is no such Security Outstanding; (f) to establish the forms or terms of the Securities of any series issued pursuant to the terms hereof; (g) to cure any ambiguity or correct any inconsistency in this Indenture; (h) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee; (i) to qualify this Indenture under the Trust Indenture Act; (j) to provide for uncertificated securities in addition to certificated securities; (k) to supplement any provisions of this Indenture necessary to permit or facilitate the defeasance and discharge of any series of SecuritiesSecurities pursuant to Section 8.1; provided, provided however, that any such action does shall not adversely affect the interests interest of the Holders of Securities of such series or any other series of Securities in any material respect; (10) to allow any Guarantor to execute a supplemental indenture and/or a Security Guarantee with respect to the Securities of any series or release Security Guarantees of any series pursuant to the terms of this Indenture; (11) to secure the Securities of any series; (l12) to evidence and provide for the acceptance under this Indenture of a successor trustee; or (13) to conform the text of this Indenture or any Securities or any Securities Guarantee endorsed thereon to any provision of the “Description of Debt Securities” section of the Prospectus or the comparable section in any prospectus or prospectus supplement of the Company prepared from time to time after the date of this Indenture with respect to the offer and sale of Securities for a particular Series of Securities; and (m) to comply with the rules or regulations of any securities exchange series, to the extent that such provision was intended to be a verbatim recitation of a provision of this Indenture, the Securities or automated quotation system on which such Securities Guarantee. After an amendment under this Indenture becomes effective, the Company is required to mail to the Holders of each Security affected thereby a notice briefly describing such amendment. However, the failure to give such notice to all the Holders of each Security affected thereof, or any defect therein, will not impair or affect the validity of the Securities may be listed amendment or tradedsupplemental indenture under this Section 9.1.

Without Consent of Holders. Unless otherwise specified for a particular Series by a Board Resolution, a supplemental indenture or an Officers’ Certificate, the The Company and the Trustee as to any series of Securities may supplement or amend or supplement this Indenture or the Securities of one without notice to or more Series without the consent of any HolderSecurityholder: (a1) to evidence the succession of another person cure any ambiguity, defect or inconsistency; (2) to the Company under this Indenture and the Securities and the assumption by secure any such Successor Person of the obligations of the Company hereunder and under the Securities; (b3) to add covenants of the Company for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included for the benefit of such series) or to surrender any right or power herein conferred upon the Company provided such action does not adversely affect the interests of the Holderscomply with Article 5; (c4) to add comply with any additional Events requirements of Defaultthe Commission in connection with the qualification of this Indenture under the TIA; (d5) to add provide for uncertificated Securities in addition to or change any in place of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in uncertificated formcertificated Securities; (e6) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities, provided provided, however, that any such addition, change or elimination (A) shall neither (i) apply to any Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor (ii) modify the rights of the Holder of any such Security with respect to such provision or (B) shall become effective only when there is no outstanding Security of any series created prior to the execution of such Security Outstandingsupplemental indenture and entitled to the benefit of such provision; (f7) to establish evidence the forms or terms acceptance of the Securities of any series issued pursuant to the terms hereofan appointment by a successor trustee; (g) 8) to cure add additional Events of Default with respect to all or any ambiguity or correct any inconsistency series of Securities (as shall be specified in this Indenturesuch supplemental indenture); (h9) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or make any 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; (i) to qualify this Indenture under the Trust Indenture Act; (j) to provide for uncertificated securities in addition to certificated securities; (k) to supplement any provisions of this Indenture necessary to permit or facilitate the defeasance and discharge of any series of Securities, provided that such action does not adversely affect in any material respect the interests of the Holders Securityholders of Securities of such series or any other series; (l10) to conform add to the Indenture to covenants of the Company for the benefit of the Holders of all or any Description series of Securities for a particular Series of Securities(as shall be specified in such supplemental indenture or indentures); andor (m11) to comply with the rules or regulations establish additional series of any securities exchange or automated quotation system on which any of the Securities may be listed or tradedas permitted by Section 2.01 hereof.

Without Consent of Holders. Unless otherwise specified for a particular Series by a Board Resolution, a supplemental indenture or an Officers’ CertificateThe Company, the Company Guarantors (if any) and the Trustee may amend or supplement this Indenture Indenture, the Securities Guarantee or the Securities of one or more Series without the consent of any Holderholder of a Security: (a) to cure any ambiguity or defect or to correct or supplement any provision herein that may be inconsistent with any other provision herein; or (b) to evidence the succession of another person Person to the Company under this Indenture and the Securities and the assumption by any such Successor Person successor of the obligations of the Company hereunder and under the Securities; (b) to add covenants of the Company herein and, to the extent applicable, of the Securities; or (c) to provide for uncertificated Securities in addition to or in place of certificated Securities; provided that the uncertificated Securities are issued in registered form for purposes of Section 163(f) of the Code, or in the manner such that the uncertificated Securities are described in Section 163(f)(2)(B) of the Code; or (d) to add a Securities Guarantee and cause any Person to become a Guarantor, and/or to evidence the succession of another Person to a Guarantor and the assumption by any such successor of the Securities Guarantee of such Guarantor herein and, to the extent applicable, endorsed upon any Securities of any series, and/or to cause any corporate subsidiary of the Company to become a co-issuer of the Securities of any series; or (e) to secure the Securities of any series; or (f) to add to the covenants of the Company such further covenants, restrictions, conditions or provisions as the Company shall consider to be appropriate for the benefit of the Holders of all or any series of Securities (and if such covenants covenants, restrictions, conditions or provisions are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender any right or power herein conferred upon the Company Company, and to make the occurrence, or the occurrence and continuance, of a Default in any such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, that in respect of any such action additional covenant, restriction, condition or provision such amendment or supplemental indenture may provide for a particular period of grace after Default (which period may be shorter or longer than that allowed in the case of other Defaults), may provide for an immediate enforcement upon such an Event of Default, may limit the remedies available to the Trustee upon such an Event of Default or may limit the right of the Holders of a majority in aggregate principal amount of the Securities of such series to waive such an Event of Default; or (g) to make any change to any provision of this Indenture that does not materially adversely affect the rights or interests of the Holders;any Holder of Securities; or (ch) to provide for the issuance of additional Securities in accordance with the provisions set forth in this Indenture; or (i) to add any additional Defaults or Events of Default;Default in respect of all or any series of Securities; or (dj) to add to to, change or change eliminate any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in uncertificated form;; or (ek) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities, Indenture; provided that any such addition, change or elimination (A) shall neither (i) apply to any become effective only when there is no Security Outstanding of any series created prior to the execution of such amendment or supplemental indenture and that is entitled to the benefit of such provision nor (ii) modify the rights of the Holder of any such Security with respect to such provision or (B) shall become effective only when there is no such Security Outstanding;provision; or (fl) to establish the forms form or terms of the Securities of any series issued pursuant as permitted by Section 2.1 and Section 3.1, including to the terms hereof;reopen any series of any Securities as permitted under Section 3.1; or (g) to cure any ambiguity or correct any inconsistency in this Indenture; (hm) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee;, pursuant to the requirements of Section 6.11(b); or (in) to qualify conform the text of this Indenture (and/or any supplemental indenture) or any Securities issued hereunder to any provision of a description of such text or Securities appearing in a prospectus, prospectus supplement, offering memorandum or offering circular pursuant to which such Securities were offered to the extent that such provision was intended by the Company to be a verbatim recitation of a provision of this Indenture (and/or any supplemental indenture) or any Securities or Securities Guarantee issued hereunder, with such intention being evidenced by an Officer’s Certificate; or (o) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the Trust Indenture Act; (j) Act or under any similar federal statute subsequently enacted, and to provide for uncertificated securities in addition add to certificated securities; (k) to supplement any provisions of this Indenture necessary to permit or facilitate the defeasance and discharge of any series of Securities, provided that such action does not adversely affect the interests of the Holders of Securities of such series or any other series; (l) to conform the Indenture to any Description of Securities for a particular Series of Securities; and (m) to comply with the rules or regulations of any securities exchange or automated quotation system on which any of the Securities provisions as may be listed or tradedexpressly required under the Trust Indenture Act.

Without Consent of Holders. Unless otherwise specified for a particular Series by a Board Resolution, a supplemental indenture or an Officers’ CertificateThe Company, the Company Guarantors (if any) and the Trustee may amend or supplement this Indenture Indenture, the Securities Guarantee or the Securities of one or more Series without the consent of any Holderholder of a Security: (a) to cure any ambiguity or defect or to correct or supplement any provision herein that may be inconsistent with any other provision herein; or (b) to evidence the succession of another person Person to the Company under this Indenture and the Securities and the assumption by any such Successor Person successor of the obligations of the Company hereunder and under the Securities; (b) to add covenants of the Company herein and, to the extent applicable, of the Securities; or (c) to provide for uncertificated Securities in addition to or in place of certificated Securities; provided that the uncertificated Securities are issued in registered form for purposes of Section 163(f) of the Code, or in the manner such that the uncertificated Securities are described in Section 163(f)(2)(B) of the Code; or (d) to add a Securities Guarantee and cause any Person to become a Guarantor, and/or to evidence the succession of another Person to a Guarantor and the assumption by any such successor of the Securities Guarantee of such Guarantor herein and, to the extent applicable, endorsed upon any Securities of any series, and/or to cause any corporate subsidiary of the Company to become a co-issuer of the Securities of any series; or (e) to secure the Securities of any series; or (f) to add to the covenants of the Company such further covenants, restrictions, conditions or provisions as the Company shall consider to be appropriate for the benefit of the Holders of all or any series of Securities (and if such covenants covenants, restrictions, conditions or provisions are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender any right or power herein conferred upon the Company Company, and to make the occurrence, or the occurrence and continuance, of a Default in any such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, that in respect of any such action additional covenant, restriction, condition or provision such amendment or supplemental indenture may provide for a particular period of grace after Default (which period may be shorter or longer than that allowed in the case of other Defaults), may provide for an immediate enforcement upon such an Event of Default, may limit the remedies available to the Trustee upon such an Event of Default or may limit the right of the Holders of a majority in aggregate principal amount of the Securities of such series to waive such an Event of Default; or (g) to make any change to any provision of this Indenture that does not adversely affect the rights or interests of the Holders;any Holder of Securities; or (ch) to provide for the issuance of additional Securities in accordance with the provisions set forth in this Indenture; or (i) to add any additional Defaults or Events of Default;Default in respect of all or any series of Securities; or (dj) to add to to, change or change eliminate any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in uncertificated form;; or (ek) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities, Indenture; provided that any such addition, change or elimination (A) shall neither (i) apply to any become effective only when there is no Security Outstanding of any series created prior to the execution of such amendment or supplemental indenture and that is entitled to the benefit of such provision nor (ii) modify the rights of the Holder of any such Security with respect to such provision or (B) shall become effective only when there is no such Security Outstanding;provision; or (fl) to establish the forms form or terms of the Securities of any series issued pursuant as permitted by Section 2.1 and Section 3.1, including to the terms hereof;reopen any series of any Securities as permitted under Section 3.1; or (g) to cure any ambiguity or correct any inconsistency in this Indenture; (hm) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee;, pursuant to the requirements of Section 6.11(b); or (in) to qualify conform the text of this Indenture (and/or any supplemental indenture) or any Securities issued hereunder to any provision of a description of such text or Securities appearing in a prospectus, prospectus supplement, offering memorandum or offering circular pursuant to which such Securities were offered to the extent that such provision was intended by the Company to be a verbatim recitation of a provision of this Indenture (and/or any supplemental indenture) or any Securities or Securities Guarantee issued hereunder, with such intention being evidenced by an Officer’s Certificate; or (o) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the Trust Indenture Act; (j) Act or under any similar federal statute subsequently enacted, and to provide for uncertificated securities in addition add to certificated securities; (k) to supplement any provisions of this Indenture necessary to permit or facilitate the defeasance and discharge of any series of Securities, provided that such action does not adversely affect the interests of the Holders of Securities of such series or any other series; (l) to conform the Indenture to any Description of Securities for a particular Series of Securities; and (m) to comply with the rules or regulations of any securities exchange or automated quotation system on which any of the Securities provisions as may be listed or tradedexpressly required under the Trust Indenture Act.

Without Consent of Holders. Unless otherwise specified for a particular Series by a Board Resolution, a supplemental indenture or an Officers’ Certificate, the The Company and the Trustee may amend or supplement this Indenture or the Securities of one or more Series waive any provision hereof or thereof without the consent of any Holder: (a1) to evidence the succession of another person cure any ambiguity, omission, defect or inconsistency; (2) to the Company under this Indenture and the Securities and the assumption by cause any such Successor Person of entity to assume the obligations of the Company hereunder and under in compliance with Article V; (3) to provide for uncertificated Securities in addition to or in place of certificated Securities, provided, however, that the uncertificated Securities are issued in a registered form for purposes of Section 163(f) of the Code or in a manner such that such uncertificated Securities are described in Section 163(f)(2)(B) of the Code; (4) to provide any security for, or to add any guarantees of or additional obligors on, any series of Securities; (b5) to comply with any requirement in order to effect or maintain the qualification of this Indenture under the TIA; (6) to add to the covenants of the Company for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) ), or to surrender any right or power herein conferred upon the Company provided such action does not adversely affect the interests of the Holders; (c7) to add any additional Events of DefaultDefault with respect to all or any series of the Securities (and, if any Event of Default is applicable to less than all series of Securities, specifying the series to which such Event of Default is applicable); (d8) 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 outstanding Security of any series created prior to the execution of such amendment or supplemental indenture that is adversely affected in any material respect by such change in or elimination of such provision; (9) to add establish the form or terms of Securities of any series as permitted by Section 2.01; (10) to or change supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance defeasance and discharge of any series of Securities pursuant to Section 8.01; provided, however, that any such action shall not adversely affect the interest of the Holders of Securities of such series or any other series of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in uncertificated formany material respect; (e) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities, provided that any such addition, change or elimination (A) shall neither (i) apply to any Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor (ii) modify the rights of the Holder of any such Security with respect to such provision or (B) shall become effective only when there is no such Security Outstanding; (f) to establish the forms or terms of the Securities of any series issued pursuant to the terms hereof; (g) to cure any ambiguity or correct any inconsistency in this Indenture; (h11) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee;, pursuant to the requirements of Section 7.08; or (i12) to qualify this modify the Indenture under the Trust Indenture Act; (j) to provide for uncertificated securities in addition to certificated securities; (k) to supplement any provisions of this Indenture necessary to permit or facilitate the defeasance and discharge of any series of Securities, provided manner that such action does not adversely affect the interests rights of Holders in any material respect. Upon the request of the Holders Company and upon receipt by the Trustee of Securities of such series or any other series; (l) the documents described in Section 9.06, the Trustee shall, subject to conform the Indenture to any Description of Securities for a particular Series of Securities; and (m) to comply Section 9.06, join with the rules or regulations Company in the execution of any securities exchange supplemental indenture authorized or automated quotation system on which permitted by the terms of this Indenture and make any of the Securities further appropriate agreements and stipulations that may be listed or tradedtherein contained.

Without Consent of Holders. Unless otherwise specified for a particular Series by a Board Resolution, a supplemental indenture or an Officers’ Certificate, the The Company and the Trustee may amend or supplement this Indenture or the Securities of one or more Series without the consent of any Holder: (a) to evidence the succession of another person to the Company under this Indenture and the Securities and the assumption by any such Successor Person successor person of the obligations of the Company hereunder and under the Securities; (b) to add or remove covenants of the Company for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included for the benefit of such series) or to surrender any right or power herein conferred upon the Company provided such action does not adversely affect the interests of the Holders; (c) to add any additional Events of Default; (d) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in uncertificated form; (e) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities, provided that any such addition, change or elimination (A) shall neither (i) apply to any Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor (ii) modify the rights of the Holder of any such Security with respect to such provision or (B) shall become effective only when there is no such Security Outstanding; (f) to establish the forms or terms of the Securities of any series issued pursuant to the terms hereof; (g) to cure any ambiguity or correct any inconsistency in this Indenture; (h) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee; (i) to qualify this Indenture under the Trust Indenture Act; (j) to provide for uncertificated securities in addition to certificated securities; (k) to supplement any provisions of this Indenture necessary to permit or facilitate the defeasance and discharge of any series of Securities, provided that such action does not adversely affect the interests of the Holders of Securities of such series or any other series; (l) to conform the Indenture to any Description of Securities for a particular Series of Securities; and (ml) to comply with the rules or regulations of any securities exchange or automated quotation system on which any of the Securities may be listed or traded.

Without Consent of Holders. Unless otherwise specified for a particular Series by a Board ResolutionSubject to the provisions of the Participation Agreement, a supplemental indenture or an Officers’ Certificate, at any time and from time to time the Company Owner Trust (but only on the written request of the Owner Participant) and the Lease Indenture Trustee may amend or may, from time to time and at any time, enter into a supplement this Indenture or the Securities of one or more Series hereto without the consent of the Holders or the Required Holders for one or more of the following purposes: (i) to convey, transfer, assign, mortgage or pledge to the Lease Indenture Trustee as security for the Lessor Notes any Holder: property or assets; (aii) to evidence the succession of another person corporation to the Company under this Indenture and the Securities Trust Company, or successive successions, and the assumption by any such Successor Person the successor corporation of the covenants, agreements and obligations of the Company hereunder and under the Securities; Owner Trust; (biii) to add to the covenants of the Company Owner Trust for the benefit of the Holders of all or any series of Securities Lessor Notes (and if such covenants are to be for the benefit of less than all series of SecuritiesLessor Notes, stating that such covenants are expressly being included solely for the benefit of such series) such further covenants, restrictions, conditions or provisions as the Owner Trust and the Lease Indenture Trustee shall consider to surrender any right or power herein conferred upon the Company provided such action does not adversely affect the interests of the Holders; (c) to add any additional Events of Default; (d) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in uncertificated form; (e) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities, provided that any such addition, change or elimination (A) shall neither (i) apply to any Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor (ii) modify the rights of the Holder of any such Security with respect to such provision or (B) shall become effective only when there is no such Security Outstanding; (f) to establish the forms or terms of the Securities of any series issued pursuant to the terms hereof; (g) to cure any ambiguity or correct any inconsistency in this Indenture; (h) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee; (i) to qualify this Indenture under the Trust Indenture Act; (j) to provide for uncertificated securities in addition to certificated securities; (k) to supplement any provisions of this Indenture necessary to permit or facilitate the defeasance and discharge of any series of Securities, provided that such action does not adversely affect the interests protection of the Holders of Securities any series, and to make the occurrence, or the occurrence and continuance, of a default in complying with any such series additional covenant, restriction, condition or any other series; (l) to conform provision a Lease Indenture Event of Default permitting the Indenture to any Description enforcement of Securities for a particular Series of Securities; and (m) to comply with the rules all or regulations of any securities exchange or automated quotation system on which any of the Securities may be listed several remedies provided in this Indenture as herein set forth; in respect of any such additional covenant, restriction, condition or traded.provision, such

Without Consent of Holders. Unless Except as otherwise specified for a particular Series provided as contemplated by a Board Resolution, a supplemental indenture or an Officers’ CertificateSection 2.1 with respect to the Securities of any series, the Company and the Trustee may amend or supplement this Indenture or the Securities of one without notice to or more Series without the consent of any Holder: (a) to evidence the succession of another person to the Company under this Indenture and the Securities and the assumption by cure any such Successor Person of the obligations of the Company hereunder and under the Securitiesambiguity, defect or inconsistency; (b) to provide for uncertificated Securities in addition to or in place of certificated Securities; (c) to establish the form or terms of Securities of any series as permitted by Section 2.1; (d) to provide for the assumption of the Company’s obligations to Holders of Securities of any series in the case of a merger or consolidation or sale of all or substantially all of the Company’s properties or assets, as applicable; (e) to comply with requirements of the SEC in order to maintain the qualification of this Indenture under the Trust Indenture Act; (f) to make any change that would provide any additional rights or benefits to the Holders of Securities of any series or that does not materially adversely affect the legal rights under this Indenture of any such Holder; (g) to add to the covenants of the Company for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) ), or to surrender any right or power herein conferred upon the Company provided such action does not adversely affect the interests of the HoldersCompany; (ch) to add any additional Events of DefaultDefault with respect to all or any series of the Securities (and, if any such Event of Default is applicable to less than all series of Securities, specifying the series to which such Event of Default is applicable); (di) to add 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 outstanding Security of any series created prior to the execution of such amendment or supplemental indenture that is adversely affected in any material respect by such change in or elimination of such provision; (j) to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in uncertificated form; (e) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities, provided that any such addition, change or elimination (A) shall neither (i) apply to any Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor (ii) modify the rights of the Holder of any such Security with respect to such provision or (B) shall become effective only when there is no such Security Outstanding; (f) to establish the forms or terms of the Securities of any series issued pursuant to the terms hereof; (g) to cure any ambiguity or correct any inconsistency in this Indenture; (h) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee; (i) to qualify this Indenture under the Trust Indenture Act; (j) to provide for uncertificated securities in addition to certificated securities; (k) to supplement any provisions of this Indenture necessary to permit or facilitate the defeasance and discharge of any series of SecuritiesSecurities pursuant to Section 8.1; provided, provided however, that any such action does shall not adversely affect the interests interest of the Holders of Securities of such series or any other series of Securities in any material respect; (k) to secure the Securities of any series; (l) to conform evidence and provide for the acceptance under this Indenture to any Description of Securities for a particular Series of Securitiessuccessor trustee; andor (m) to comply conform the text of this Indenture or any Securities to the description thereof in any prospectus or prospectus supplement of the Company with respect to the rules or regulations offer and sale of Securities of any securities exchange series, to the extent that such provision is inconsistent with a provision of this Indenture or automated quotation system on which the Securities, as provided in an Officers’ Certificate. After an amendment under this Indenture becomes effective, the Company is required to mail to the Holders of each Security affected thereby a notice briefly describing such amendment. However, the failure to give such notice to all the Holders of each Security affected thereof, or any defect therein, will not impair or affect the validity of the Securities may be listed amendment or tradedsupplemental indenture under this Section 9.1.

Without Consent of Holders. Unless otherwise specified for a particular Series by a Board Resolution, a supplemental indenture or an Officers’ CertificateThe Company, the Company Guarantors and the Trustee may amend or supplement this Indenture Indenture, the Securities Guarantees or the Securities of one or more Series without the consent of any Holderholder of a Security: (a) to cure any ambiguity or defect or to correct or supplement any provision herein that may be inconsistent with any other provision herein; or (b) to evidence the succession of another person Person to the Company under this Indenture and the Securities and the assumption by any such Successor Person successor of the obligations of the Company hereunder and under the Securities; (b) to add covenants of the Company herein and, to the extent applicable, of the Securities; or (c) to provide for uncertificated Securities in addition to or in place of certificated Securities; provided that the uncertificated Securities are issued in registered form for purposes of Section 163(f) of the Code, or in the manner such that the uncertificated Securities are described in Section 163(f)(2)(B) of the Code; or (d) to add a Securities Guarantee and cause any Person to become a Guarantor, and/or to evidence the succession of another Person to a Guarantor and the assumption by any such successor of the Securities Guarantee of such Guarantor herein and, to the extent applicable, endorsed upon any Securities of any series; or (e) to secure the Securities of any series; or (f) to add to the covenants of the Company such further covenants, restrictions, conditions or provisions as the Company shall consider to be appropriate for the benefit of the Holders of all or any series of Securities (and if such covenants covenants, restrictions, conditions or provisions are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) ), to make the occurrence, or the occurrence and continuance, of a Default in any such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth, or to surrender any right or power herein conferred upon the Company provided Company; provided, that in respect of any such action additional covenant, restriction, condition or provision such amendment or supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults), may provide for an immediate enforcement upon such an Event of Default, may limit the remedies available to the Trustee upon such an Event of Default or may limit the right of the Holders of a majority in aggregate principal amount of the Securities of such series to waive such an Event of Default; or (g) to make any change to any provision of this Indenture that does not adversely affect the rights or interests of the Holders;any Holder of Securities; or (ch) to provide for the issuance of additional Securities in accordance with the provisions set forth in this Indenture; or (i) to add any additional Defaults or Events of Default;Default in respect of all or any series of Securities; or (dj) to add to to, change or change eliminate any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in uncertificated form;; or (ek) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities, Indenture; provided that any such addition, change or elimination (A) shall neither (i) apply to any become effective only when there is no Security Outstanding of any series created prior to the execution of such amendment or supplemental indenture and that is entitled to the benefit of such provision nor (ii) modify the rights of the Holder of any such Security with respect to such provision or (B) shall become effective only when there is no such Security Outstanding;provision; or (fl) to establish the forms form or terms of the Securities of any series issued pursuant as permitted by Section 2.1 and Section 3.1, including to the terms hereof;reopen any series of any Securities as permitted under Section 3.1; or (g) to cure any ambiguity or correct any inconsistency in this Indenture; (hm) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee;, pursuant to the requirements of Section 6.11(b); or (in) to qualify conform the text of this Indenture (and/or any supplemental indenture) or any Securities issued thereunder to any provision of a description of such text or Securities appearing in a prospectus, prospectus supplement, offering memorandum or offering circular relating to the sale thereof to the extent that such provision was intended by the Company to be a verbatim recitation of a provision of this Indenture (and/or any supplemental indenture) or any Securities issued thereunder, with such intention being evidenced by an Officer’s Certificate; or (o) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the Trust Indenture Act; (j) Act or under any similar federal statute subsequently enacted, and to provide for uncertificated securities in addition add to certificated securities; (k) to supplement any provisions of this Indenture necessary to permit or facilitate the defeasance and discharge of any series of Securities, provided that such action does not adversely affect the interests of the Holders of Securities of such series or any other series; (l) to conform the Indenture to any Description of Securities for a particular Series of Securities; and (m) to comply with the rules or regulations of any securities exchange or automated quotation system on which any of the Securities provisions as may be listed or tradedexpressly required under the Trust Indenture Act.

Without Consent of Holders. Unless otherwise specified for a particular Series The Company and the Guarantors, when authorized by a Board Resolution, a supplemental indenture or an Officers’ Certificate, the Company and the Trustee may amend or supplement this Indenture or the Securities of one or more any Series without the notice to or consent of any HolderSecurityholder: (a1) to evidence the succession of another person cure any ambiguity, defect or inconsistency; (2) to the Company under this Indenture and the comply with Article 5; (3) to provide for uncertificated Securities and the assumption by any such Successor Person of the obligations of the Company hereunder and under the in addition to certificated Securities; (b4) to add covenants of secure the Company for the benefit of the Holders of all or Securities in connection with Section 4.08; (5) to make any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating change that such covenants are expressly being included for the benefit of such series) or to surrender any right or power herein conferred upon the Company provided such action does not adversely affect the interests rights of the Holdersany Securityholder of such Series; (6) to provide for the issuance and the terms of any particular Series of Securities and the Guarantees, the rights and obligations of the Company, the Guarantors and the Holders of the Securities of such Series, the form or forms of the Securities of such Series and such other matters in connection therewith as the Board of Directors of the Company and the Guarantees shall authorize, including, without limitation, provisions for (a) additional or different covenants, restrictions or conditions applicable to such Series, (b) additional or different Events of Default in respect of such Series, (c) a longer or shorter period of grace and/or notice in respect of any provision applicable to add any additional Events of Default; such Series than is provided in Section 6.01, (d) to add to immediate enforcement of any Event of Default in respect of such Series or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in uncertificated form; (e) to add to, change or eliminate any of limitations upon the provisions of this Indenture remedies available in respect of one or more series any Events of Securities, provided that any such addition, change or elimination (A) shall neither (i) apply to any Security of any series created prior to the execution Default in respect of such supplemental indenture and entitled to the benefit of such provision nor (ii) modify Series or upon the rights of the Holder holders of Securities of such Series to waive any such Security with respect to such provision or Event of Default; provided, that this paragraph (B6) shall become effective only when there is no such Security Outstanding; (f) not be deemed to establish require the forms or terms execution of the Securities of any series issued pursuant a supplemental indenture to the terms hereof; (g) to cure any ambiguity or correct any inconsistency in this Indenture; (h) to evidence and provide for the acceptance issuance of appointment hereunder by a successor Trustee with respect to any Series of Securities unless the Securities of one or more series and to add to or change any of the provisions of this Indenture as same shall be necessary to provide provided for or facilitate in the administration of the trusts hereunder by more than one Trustee;Authorizing Resolutions relating thereto; or (i) to qualify this Indenture under the Trust Indenture Act; (j7) to provide for uncertificated securities in addition to certificated securities; (k) to supplement any provisions of this Indenture necessary to permit a separate Trustee for one or facilitate the defeasance and discharge of any series of Securities, provided that such action does not adversely affect the interests of the Holders of Securities of such series or any other series; (l) to conform the Indenture to any Description of Securities for a particular Series of Securities; and (m) to comply with the rules or regulations of any securities exchange or automated quotation system on which any of the Securities may be listed or tradedmore Series.

Without Consent of Holders. Unless otherwise specified for a particular Series by a Board Resolution, a supplemental indenture or an Officers’ Certificate, the The Company and the Trustee may amend or supplement this Indenture or the Securities of one or more Series without the consent of any HolderSecurityholder: (a) to evidence the succession of another person to the Company under this Indenture and the Securities and the assumption by cure any such Successor Person of the obligations of the Company hereunder and under the Securitiesambiguity, defect or inconsistency; (b) to add covenants of the Company for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included for the benefit of such series) or to surrender any right or power herein conferred upon the Company provided such action does not adversely affect the interests of the Holderscomply with Article V; (c) to add any additional Events provide for uncertificated Securities in addition to or in place of Defaultcertificated Securities; (d) to add to or change surrender any of the provisions of Company’s rights or powers under this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in uncertificated formIndenture; (e) to add to, change covenants or eliminate any events of the provisions of this Indenture in respect of one or more series of Securities, provided that any such addition, change or elimination (A) shall neither (i) apply to any Security of any series created prior to the execution of such supplemental indenture and entitled to default for the benefit of such provision nor (ii) modify the rights holders of the Holder Securities of any such Security with respect to such provision or (B) shall become effective only when there is no such Security OutstandingSeries; (f) to establish comply with the forms or terms applicable procedures of the Securities of any series issued pursuant to the terms hereofapplicable depositary; (g) to cure make any ambiguity or correct change that does not adversely affect the rights of any inconsistency Securityholder as determined in good faith by the Company, as evidenced in an Officer’s Certificate delivered to the Trustee; (h) to provide for the issuance of and establish the form and terms and conditions of Securities of any Series as permitted by this Indenture; (hi) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series 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; (ij) to qualify comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act; (j) to provide for uncertificated securities in addition to certificated securities;TIA; or (k) to supplement secure any provisions of this Indenture necessary to permit or facilitate the defeasance and discharge of any series of Securities, provided that such action does not adversely affect the interests all of the Holders of Securities of such series or any other series; (l) to conform the Indenture to any Description of Securities for a particular Series of Securities; and (m) to comply with the rules or regulations of any securities exchange or automated quotation system on which any of the Securities may be listed or traded.

Without Consent of Holders. Unless otherwise specified for a particular Series by a Board Resolution, a supplemental indenture or an Officers’ Certificate, the Company and the Trustee may amend or supplement this Indenture or the Securities of one or more Series without the consent of any Holder: (a) to evidence the succession of another person to the Company under this Indenture and the Securities and the assumption by any such Successor Person of the obligations of the Company hereunder and under the Securities; (b) to add covenants of the Company for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included for the benefit of such series) or to surrender any right or power herein conferred upon the Company provided such action does not adversely affect the interests of the Holders; (c) to add any additional Events of Default; (d) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in uncertificated form; (e) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities, provided that any such addition, change or elimination (A) shall neither (i) apply to any Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor (ii) modify the rights of the Holder of any such Security with respect to such provision or (B) shall become effective only when there is no such Security Outstanding;; 27 (f) to establish the forms or terms of the Securities of any series issued pursuant to the terms hereof; (g) to cure any ambiguity or correct any inconsistency in this Indenture; (h) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee; (i) to qualify this Indenture under the Trust Indenture Act; (j) to provide for uncertificated securities in addition to certificated securities; (k) to supplement any provisions of this Indenture necessary to permit or facilitate the defeasance and discharge of any series of Securities, provided that such action does not adversely affect the interests of the Holders of Securities of such series or any other series; (l) to conform the Indenture to any Description of Securities for a particular Series of Securities; and (m) to comply with the rules or regulations of any securities exchange or automated quotation system on which any of the Securities may be listed or traded.

Without Consent of Holders. Unless otherwise specified for a particular Series by a Board Resolution, a supplemental indenture or an Officers’ Certificate, the The Company and the Trustee may amend or supplement this Indenture or the Securities of one or more a Series without the notice to or consent of any HolderHolder of such Series: (a1) to evidence the succession of another person to the Company under this Indenture and the Securities and the assumption by cure any such Successor Person of the obligations of the Company hereunder and under the Securitiesambiguity, omission, defect or inconsistency; (b2) to add covenants make any change that does not, in the good faith opinion of the Company for the benefit Board of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of SecuritiesDirectors, stating that such covenants are expressly being included for the benefit of such series) or to surrender any right or power herein conferred upon the Company provided such action does not adversely affect the interests of the HoldersHolders of affected Securities in any material respect.; (c3) to comply with Article Five; (4) to provide any security for or guarantees of such Securities; (5) to add any additional Events of DefaultDefault with respect to such Securities; (d6) to add covenants that would benefit the Holders of affected Securities or to surrender any rights or powers the Company has under this Indenture; (7) to provide for uncertificated Securities in addition to or in place of certificated Securities; (8) to add to or change any of the provisions of this the Indenture to such extent as shall be necessary to permit or facilitate the issuance of the Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in uncertificated form; (e9) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securitiesthe Indenture, provided provided, however, that any such addition, change or elimination (A) shall neither (i) apply to any Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor (ii) modify the rights of the Holder of any such Security with respect to such provision or (B) shall become effective only when there is no Security outstanding of any Series created prior to the execution of such Security Outstandingamendment or supplemental indenture which is entitled to the benefit of such provision; (f10) to establish the forms form or terms of the Securities of any series issued pursuant to the terms hereof; (g) to cure any ambiguity or correct any inconsistency in Series as permitted by this Indenture; (h11) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee trustee with respect to the Securities of one or more series 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 under this Indenture by more than one Trustee;trustee, pursuant to the requirements of this Indenture; or (i12) to qualify this make any change necessary for the registration of any Securities under the Securities Act or to comply with the TIA, or to comply with any requirement of the SEC in connection with the qualification of the Indenture under the Trust Indenture Act; (j) to provide for uncertificated securities in addition to certificated securities; (k) to supplement any provisions of this Indenture necessary to permit or facilitate the defeasance and discharge of any series of SecuritiesTIA; provided, provided however, that such action modification or amendment does not not, in the good faith opinion of the Company's board of directors and the Trustee, adversely affect the interests of the Holders of affected Securities in any material respect. After an amendment under this Section 10.01 becomes effective, the Company shall mail notice of such series or any other series; (l) amendment to conform the Indenture to any Description of Securities for a particular Series of Securities; and (m) to comply with the rules or regulations of any securities exchange or automated quotation system on which any of the Securities may be listed or tradedHolders.

Without Consent of Holders. Unless otherwise specified for a particular Series by a Board Resolution, a supplemental indenture or an Officers’ Certificate, the The Company and the Trustee may amend or supplement this Indenture or the Securities of one any series without notice to or more Series without the consent of any HolderHolder of Securities or coupons or the Holder of any coupons: (a1) to evidence the succession of another person to the Company under this Indenture and the Securities and the assumption by cure any such Successor Person of the obligations of the Company hereunder and under the Securitiesambiguity, defect or inconsistency; (b2) to comply with Section 5.01; (3) to establish the form or terms of Securities of any series and any related coupons as permitted by Sections 2.01 and 2.02; (4) to add to the covenants of the Company for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender any right or power herein conferred upon the Company provided such action does not adversely affect the interests of the HoldersCompany; (c5) to add any additional Events of DefaultDefault (and if such Events of Default are to be applicable to less than all series of Securities, stating that such Events of Default are expressly being included solely to be applicable to such series); (d6) to change or eliminate any of the provisions of this Indenture, provided that, except as otherwise contemplated by Section 2.02(22), any such change or elimination shall become effective only when there is no Security outstanding of any series created prior thereto which is entitled to the benefit of such provision; (7) to add to or change any of the provisions of this Indenture to such extent as shall provide that Bearer Securities may be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with to change or without eliminate any restrictions on the payment of principal of or interest couponson Bearer Securities, to permit Bearer Securities to be issued in exchange for Registered Securities, or to permit Bearer Securities to be issued in exchange for Bearer Securities of other authorized denominations or to facilitate or permit the issuance of Securities in uncertificated form; form (eso long as any "registration-required obligation" within the meaning of Section 163(f)(2) to add to, change or eliminate any of the provisions Internal Revenue Code of this Indenture 1986, as amended (the "Code") is in respect registered form for purposes of one or more series of Securitiesthe Code) provided, provided that any such addition, change or elimination (A) action shall neither (i) apply to any Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor (ii) modify the rights of the Holder of any such Security with respect to such provision or (B) shall become effective only when there is no such Security Outstanding; (f) to establish the forms or terms of the Securities of any series issued pursuant to the terms hereof; (g) to cure any ambiguity or correct any inconsistency in this Indenture; (h) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee; (i) to qualify this Indenture under the Trust Indenture Act; (j) to provide for uncertificated securities in addition to certificated securities; (k) to supplement any provisions of this Indenture necessary to permit or facilitate the defeasance and discharge of any series of Securities, provided that such action does not adversely affect the interests of the Holders of Securities of such any series or any other seriesrelated coupons in any material respect; (l) 8) to conform make any change that, in the Indenture to opinion of the Board of Directors, does not materially adversely affect the rights of any Description Securityholder or the Holder of Securities for a particular Series of Securitiesany coupon; and or (m9) to comply with the rules or regulations of any securities exchange or automated quotation system on which any requirement of the Securities may be listed or tradedSEC in connection with the qualification of this Indenture under the TIA.

Without Consent of Holders. Unless otherwise specified for a particular Series by a Board Resolution, a supplemental indenture or an Officers’ Certificate, the The Company and the Trustee may amend or supplement this Indenture or the Securities of one any series without notice to or more Series without the consent of any HolderSecurityholder: (a1) to evidence the succession of another person to the Company under this Indenture and the Securities and the assumption by cure any such Successor Person of the obligations of the Company hereunder and under the Securitiesambiguity, defect or inconsistency; (b2) to comply with Section 5.01; (3) to establish the form or terms of Securities of any series as permitted by Sections 2.01 and 2.02; (4) to add to the covenants of the Company for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender any right or power herein conferred upon the Company provided such action does not adversely affect the interests of the HoldersCompany; (c5) to add any additional Events of DefaultDefault (and if such Events of Default are to be applicable to less than all series of Securities, stating that such Events of Default are expressly being included solely to be applicable to such series); (d6) to change or eliminate any of the provisions of this Indenture, provided that, except as otherwise contemplated by Section 2.02(14), any such change or elimination shall become effective only when there is no Security outstanding of any series created prior thereto which is entitled to the benefit of such provision; (7) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of provide for uncertificated Securities in uncertificated formaddition to certificated Securities (so long as any "registration-required obligation" within the meaning of Section 163(f)(2) of the Internal Revenue Code of 1986, as amended (the "Code") is in registered form for purposes of the Code); (e) 8) to add tomake any change that, change or eliminate any in the opinion of the provisions Board of this Indenture in respect of one or more series of SecuritiesDirectors, provided that any such addition, change or elimination (A) shall neither (i) apply to any Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor (ii) modify does not materially adversely affect the rights of the Holder of any such Security with respect to such provision or (B) shall become effective only when there is no such Security Outstanding;Securityholder; or (f9) to establish the forms or terms comply with any requirement of the Securities SEC in connection with the qualification of any series issued pursuant to the terms hereof; (g) to cure any ambiguity or correct any inconsistency in this Indenture; (h) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee; (i) to qualify this Indenture under the Trust Indenture Act; (j) to provide for uncertificated securities in addition to certificated securities; (k) to supplement any provisions of this Indenture necessary to permit or facilitate the defeasance and discharge of any series of Securities, provided that such action does not adversely affect the interests of the Holders of Securities of such series or any other series; (l) to conform the Indenture to any Description of Securities for a particular Series of Securities; and (m) to comply with the rules or regulations of any securities exchange or automated quotation system on which any of the Securities may be listed or tradedTIA.

Without Consent of Holders. Unless otherwise specified for a particular Series by a Board Resolution, a supplemental indenture or an Officers’ Certificate, the The Company and the Trustee Agent may amend or supplement this Indenture Loan Agreement or the Securities without notice to or consent of any Securityholder: (a) to convey, transfer, assign, mortgage or pledge to the Agent as security for the Securities of one or more Series without the consent of series any Holder:property or assets; (ab) to evidence the succession of another person corporation to the Company under this Indenture and the Securities Company, or successive successions, and the assumption by any such Successor Person the successor corporation of the covenants, agreements and obligations of the Company hereunder and under the Securities; (b) pursuant to add covenants of the Company for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included for the benefit of such series) or to surrender any right or power herein conferred upon the Company provided such action does not adversely affect the interests of the HoldersArticle Five; (c) to add to the covenants of the Company such further covenants, restrictions, conditions or provisions as its Board of Directors and the Agent shall consider to be for the protection of the Holders of Securities or coupons appertaining thereto, and to make the occurrence, or the occurrence and continuance, of a default in any such additional Events covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Loan Agreement as herein set forth; provided, that in respect of any such additional covenant, restriction, condition or provision such supplemental loan agreement may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for immediate enforcement upon such an Event of Default or may limit the remedies available to the Agent upon such an Event of Default or may limit the right of the Holders of a majority in aggregate principal amount of the Securities of such series to waive such an Event of Default;. (d) to add cure any ambiguity or to correct or change supplement any of the provisions of this Indenture to such extent as shall provision contained herein or in any supplemental loan agreement which may be necessary to permit defective or facilitate the issuance of Securities inconsistent with any other provision contained herein or in bearer form, registrable or not registrable as to principal, and with or without interest couponsany supplemental loan agreement, or to permit make any other provisions as the Board of Directors may deem necessary or facilitate desirable, provided that no such action shall adversely affect the issuance interests of the Holders of the Securities in uncertificated formor coupons appertaining thereto; (e) [Intentionally left blank] (f) to evidence and provide for the acceptance of appointment hereunder by a successor Agent with respect to the Securities of one or more series; (g) [Intentionally left blank] (h) to add to, change or eliminate any of the provisions of this Indenture in respect of Loan Agreement (which addition, change or elimination may apply to one or more series of Securities), provided that any such addition, change or elimination (A) shall neither (iA) apply to any Security of or any series created prior to the execution of such supplemental indenture loan agreement and entitled to the benefit of such provision nor (iiB) modify the rights of the Holder of any such Security with respect to such provision provision. The Agent is hereby authorized to join with the Company in the execution of any such supplemental loan agreement, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or (B) pledge of any property thereunder, but the Agent shall become effective only when there is no not be obligated to enter into any such Security Outstanding; (f) to establish supplemental loan agreement which affects the forms Agent's own rights, duties or terms immunities under this Loan Agreement or otherwise. Any supplemental loan agreement authorized by the provisions of this Section may be executed without the consent of the Holders of any of the Securities of any series issued pursuant to at the terms hereof; (g) to cure any ambiguity or correct any inconsistency in this Indenture; (h) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change time Outstanding, notwithstanding 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; (i) to qualify this Indenture under the Trust Indenture Act; (j) to provide for uncertificated securities in addition to certificated securities; (k) to supplement any provisions of this Indenture necessary to permit or facilitate the defeasance and discharge of any series of Securities, provided that such action does not adversely affect the interests of the Holders of Securities of such series or any other series; (l) to conform the Indenture to any Description of Securities for a particular Series of Securities; and (m) to comply with the rules or regulations of any securities exchange or automated quotation system on which any of the Securities may be listed or tradedSection 9.02.

Without Consent of Holders. Unless otherwise specified for a particular Series by a Board ResolutionThe Company, a supplemental indenture or an Officers’ Certificate, the Company any Guarantors and the Trustee may amend or supplement this Indenture or the Securities of one or more Series without the consent of any Holder: (a) to evidence the succession of another person to the Company under this Indenture and the Securities and the assumption by cure any such Successor Person of the obligations of the Company hereunder and under the Securitiesambiguity, defect or inconsistency; (b) to add covenants of the Company for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included for the benefit of such series) or to surrender any right or power herein conferred upon the Company provided such action does not adversely affect the interests of the Holderscomply with Article V; (c) to add any additional Events provide for uncertificated Securities in addition to or in place of Defaultcertificated Securities; (d) to add Guarantees with respect to Securities of any Series or change secure Securities of any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in uncertificated formSeries; (e) providing for the assumption by a successor corporation of a Guarantor of applicable covenants herein, and adding Guarantors or co-obligors or to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities, provided that any such addition, change or elimination (A) shall neither (i) apply to any Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor (ii) modify the rights of the Holder of any such Security release Guarantors from their Guarantees with respect to such provision or (B) shall become effective only when there is no such Security Outstandingthe Securities of any Series; (f) to establish the forms or terms surrender any of the Securities of any series issued pursuant to the terms hereofCompany’s rights or powers under this Indenture; (g) to cure add covenants or events of default for the benefit of the holders of Securities of any ambiguity or correct Series; (h) to comply with the applicable procedures of the applicable depositary; (i) to make any inconsistency in change that does not adversely affect the rights of any Holder; (j) to provide for the issuance of and establish the form and terms and conditions of Securities of any Series as permitted by this Indenture; (hk) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series 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; (i) to qualify this Indenture under the Trust Indenture Act; (j) to provide for uncertificated securities in addition to certificated securities; (k) to supplement any provisions of this Indenture necessary to permit or facilitate the defeasance and discharge of any series of Securities, provided that such action does not adversely affect the interests of the Holders of Securities of such series or any other series;; or (l) to conform the Indenture to any Description of Securities for a particular Series of Securities; and (m) to comply with the rules or regulations of any securities exchange or automated quotation system on which any requirements of the Securities may be listed SEC in order to effect or tradedmaintain the qualification of this Indenture under the TIA.

Without Consent of Holders. Unless Except as otherwise specified for a particular Series provided as contemplated by a Board Resolution, a supplemental indenture or an Officers’ CertificateSection 2.1 with respect to the Securities of any series, the Company and the Trustee may amend or supplement this Indenture or the Securities of one without notice to or more Series without the consent of any Holder: (a1) to evidence the succession cure any ambiguity, defect or inconsistency; (2) to provide for uncertificated Securities in addition to or in place of another person to the Company under this Indenture and the Securities and the assumption by any such Successor Person of the obligations of the Company hereunder and under the certificated Securities; (b3) to establish the form or terms of Securities of any series as permitted by Section 2.1; (4) to provide for the assumption of the Company’s obligations to Holders of Securities of any series in the case of a merger or consolidation or sale of all or substantially all of the Company’s properties or assets, as applicable; (5) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act; (6) to make any change that would provide any additional rights or benefits to the Holders of Securities of any series or that does not materially adversely affect the legal rights under this Indenture of any such Holder; (7) to add to the covenants of the Company for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) ), or to surrender any right or power herein conferred upon the Company provided such action does not adversely affect the interests of the HoldersCompany; (c) 8) to add any additional Events of DefaultDefault with respect to all or any series of the Securities (and, if any such Event of Default is applicable to less than all series of Securities, specifying the series to which such Event of Default is applicable); (d9) to add 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 outstanding Security of any series created prior to the execution of such amendment or supplemental indenture that is adversely affected in any material respect by such change in or elimination of such provision; (10) to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance defeasance and discharge of any series of Securities pursuant to Section 8.1; provided, however, that any such action shall not adversely affect the interest of the Holders of Securities of such series or any other series of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in uncertificated formany material respect; (e11) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities, provided that any such addition, change or elimination (A) shall neither (i) apply to any Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor (ii) modify the rights of the Holder of any such Security with respect to such provision or (B) shall become effective only when there is no such Security Outstanding; (f) to establish the forms or terms of secure the Securities of any series issued pursuant to the terms hereofseries; (g) to cure any ambiguity or correct any inconsistency in this Indenture; (h12) to evidence and provide for the acceptance under this Indenture of appointment hereunder by a successor Trustee with respect to the Securities of one or more series trustee and to add to or change any of the such provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder thereunder by more than one Trustee;trustee; or (i) to qualify this Indenture under the Trust Indenture Act; (j) to provide for uncertificated securities in addition to certificated securities; (k) to supplement any provisions of this Indenture necessary to permit or facilitate the defeasance and discharge of any series of Securities, provided that such action does not adversely affect the interests of the Holders of Securities of such series or any other series; (l13) to conform the text of this Indenture or any Securities to the description thereof in any Description prospectus or prospectus supplement of the Company with respect to the offer and sale of Securities for a particular Series of Securities; and (m) to comply with the rules or regulations of any securities exchange series, to the extent that such provision is inconsistent with a provision of this Indenture or automated quotation system on which the Securities, as provided in an Officers’ Certificate. After an amendment under this Indenture becomes effective, the Company is required to deliver to the Holders of each Security affected thereby a notice briefly describing such amendment. However, the failure to give such notice to all the Holders of each Security affected thereof, or any defect therein, will not impair or affect the validity of the Securities may be listed amendment or tradedsupplemental indenture under this Section 9.1.

Without Consent of Holders. Unless Except as otherwise specified for a particular Series provided as contemplated by a Board Resolution, a supplemental indenture or an Officers’ CertificateSection 2.1 with respect to the Securities of any series, the Company and the Trustee may amend or supplement this Indenture or Indenture, the Securities of one without notice to or more Series without the consent of any Holder: (a1) to evidence the succession cure any ambiguity, defect or inconsistency; (2) to provide for uncertificated Securities in addition to or in place of another person to the Company under this Indenture and the Securities and the assumption by any such Successor Person of the obligations of the Company hereunder and under the certificated Securities; (b3) to establish the form or terms of Securities of any series as permitted by Section 2.1; (4) to provide for the assumption of the Company’s obligations to Holders of Securities of any series in the case of a merger or consolidation or sale of all or substantially all of the Company’s properties or assets, as applicable; (5) to comply with requirements of the SEC in order to maintain the qualification of this Indenture under the Trust Indenture Act; (6) to make any change that would provide any additional rights or benefits to the Holders of Securities of any series or that does not adversely affect the legal rights under this Indenture of any such Holder; (7) to add to the covenants of the Company for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) ), or to surrender any right or power herein conferred upon the Company provided such action does not adversely affect the interests of the HoldersCompany; (c) 8) to add any additional Events of DefaultDefault with respect to all or any series of the Securities (and, if any such Event of Default is applicable to less than all series of Securities, specifying the series to which such Event of Default is applicable); (d9) to add 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 outstanding Security of any series created prior to the execution of such amendment or supplemental indenture that is adversely affected by such change in or elimination of such provision; (10) to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in uncertificated form; (e) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities, provided that any such addition, change or elimination (A) shall neither (i) apply to any Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor (ii) modify the rights of the Holder of any such Security with respect to such provision or (B) shall become effective only when there is no such Security Outstanding; (f) to establish the forms or terms of the Securities of any series issued pursuant to the terms hereof; (g) to cure any ambiguity or correct any inconsistency in this Indenture; (h) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee; (i) to qualify this Indenture under the Trust Indenture Act; (j) to provide for uncertificated securities in addition to certificated securities; (k) to supplement any provisions of this Indenture necessary to permit or facilitate the defeasance and discharge of any series of SecuritiesSecurities pursuant to Section 8.1; provided, provided however, that any such action does shall not adversely affect the interests interest of the Holders of Securities of such series or any other series of Securities; (11) to secure the Securities of any series; (l12) to evidence and provide for the acceptance under this Indenture of a successor trustee; (13) to conform the text of this Indenture or any Securities to the description thereof in any Description prospectus or prospectus supplement of the Company with respect to the offer and sale of Securities for of any series, to the extent that such provision is inconsistent with a particular Series provision of this Indenture or the Securities, as provided in an Officers’ Certificate; andor (m14) to comply make any other provisions with respect to matters or questions arising under this Indenture, provided that such actions pursuant to this clause (14) shall not adversely affect the interests of the Holders, as determined in good faith by the Board of Directors of the Company. After an amendment under this Indenture becomes effective, the Company is required to mail to the Holders of each Security affected thereby a notice briefly describing such amendment; provided, however, that any such amendment filed with the rules SEC pursuant to its Electronic Data Gathering, Analysis and Retrieval (or regulations ▇▇▇▇▇) system or any successor thereto shall be deemed to have been mailed to the Holders for purposes hereof. However, the failure to give such notice to all the Holders of each Security affected thereof, or any securities exchange defect therein, will not impair or automated quotation system on which any affect the validity of the Securities may be listed amendment or tradedsupplemental indenture under this Section 9.1.

Without Consent of Holders. Unless otherwise specified for a particular Series by a Board Resolution, a supplemental indenture or an Officers’ Certificate(a) The Company, the Company Guarantors and the Trustee may amend or supplement this Indenture or the Securities of one without notice to or more Series without the consent of any Holder: (ai) to evidence the succession of another person cure any ambiguity, omission, defect or inconsistency; (ii) to the Company under this Indenture and the Securities and the assumption by any such Successor Person of the obligations of the Company hereunder and under comply with Article 5; (iii) to add additional Guarantees with respect to the Securities; (biv) to secure the Securities; (v) to add to the covenants of the Company for the benefit of the Holders or to surrender any right or power conferred upon the Company; (vi) to add any additional Events of Default with respect to all or any series of Securities (and if as shall be specified in such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included for the benefit of such series) amendment or to surrender any right or power herein conferred upon the Company provided such action does not adversely affect the interests of the Holderssupplemental indenture); (cvii) to add any additional Events of Default; (d) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in uncertificated form; (e) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of SecuritiesIndenture, provided that any such addition, change or elimination (A) shall neither (i) apply to any Security become effective only when there are no outstanding Securities of any series created prior to the execution of such amendment or supplemental indenture and that is entitled to the benefit of such provision nor (ii) modify the rights of the Holder of any and as to which such Security with respect to such provision amendment or (B) shall become effective only when there is no such Security Outstandingsupplemental indenture would apply; (fviii) to establish the forms or terms of the Securities of make any series issued pursuant to the terms hereof; (g) to cure any ambiguity or correct any inconsistency in this Indenture; (h) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee; (i) to qualify this Indenture under the Trust Indenture Act; (j) to provide for uncertificated securities in addition to certificated securities; (k) to supplement any provisions of this Indenture necessary to permit or facilitate the defeasance and discharge of any series of Securities, provided that such action does not adversely affect the interests rights of the Holders of Securities of such series or any other series;Holder; or (l) to conform the Indenture to any Description of Securities for a particular Series of Securities; and (mix) to comply with the rules or regulations of any securities exchange or automated quotation system on which any requirement of the Securities may be listed SEC in connection with the qualification of the Indenture under the TIA. (b) After an amendment or tradedsupplement under this Section 9.01 becomes effective, the Company shall mail to Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment or supplement under this Section 9.01.

Without Consent of Holders. Unless otherwise specified for a particular Series by a Board Resolution, a supplemental indenture or an Officers’ Certificate, the The Company and the Trustee may amend or supplement this Indenture or the Securities of one or more Series without the consent of any Holder: (a) to evidence the succession of another person Person to the Company under this Indenture and the Securities and the assumption by any such Successor successor Person of the obligations of the Company hereunder and under the Securities; (b) to add or remove covenants of the Company for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included for the benefit of such series) or to surrender any right or power herein conferred upon the Company provided such action does not adversely affect the interests of the HoldersCompany; (c) to add any additional Events of Default; (d) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in uncertificated form; (e) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities, provided that any such addition, change or elimination (A) shall neither (i) apply to any Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor (ii) modify the rights of the Holder of any such Security with respect to such provision or (B) shall become effective only when there is no such Security Outstanding; (f) to establish the forms or terms of the Securities of any series issued pursuant to the terms hereof; (g) to cure any ambiguity or correct any inconsistency in this Indenture; (h) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee; (i) to qualify this Indenture under the Trust Indenture Act; (j) to provide for uncertificated securities in addition to certificated securities; (k) to supplement any provisions of this Indenture necessary to permit or facilitate the defeasance and discharge of any series of Securities, provided that such action does not adversely affect the interests of the Holders of Securities of such series or any other series; (l) to conform the Indenture to any Description of Securities for a particular Series of Securities; and (m) to comply with the rules or regulations of any securities exchange or automated quotation system on which any of the Securities may be listed or traded; and (m) as shall be required in accordance with Section 10.13 hereunder.

Without Consent of Holders. Unless otherwise specified for a particular Series by a Board Resolution, a supplemental indenture or an Officers’ CertificateNotwithstanding Section 8.02, the Company Issuer, the Guarantors and the Trustee may modify and amend or supplement this Indenture Indenture, any series of Securities or the Securities of one or more Series Guarantees without the consent of any HolderHolder for any of the following purposes: (a1) to evidence the succession pursuant to this Indenture of another person Person to the Company under this Indenture and the Securities Issuer or a Guarantor and the assumption by any such Successor that Person of the covenants, agreements and obligations of the Company hereunder Issuer or such Guarantor, as applicable, in this Indenture and under in the Securities, in each case, in accordance with the terms of this Indenture; (b2) to add covenants of the Company for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included for the benefit of such series) or to surrender any right or power herein conferred upon the Company Issuer, to add further covenants, restrictions, conditions or provisions for the protection of the Holders, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions, conditions or provisions a Default or an Event of Default permitting the enforcement of all or any of the remedies provided such action does in this Indenture; (3) to cure any ambiguity or to correct or supplement any provision contained in this Indenture, or any supplemental indenture, or in any Security that may be defective or inconsistent with any other provision contained in this Indenture, or any supplemental indenture, or in any Security; (4) to convey, transfer, assign, mortgage or pledge any property to or with the Trustee, or to make other provisions in regard to matters or questions arising under this Indenture as shall not adversely affect the interests of the any Holders; (c5) to permit the qualification of this Indenture or any supplemental indenture under the Trust Indenture Act, as then in effect, except this shall not permit or authorize the inclusion in any supplemental indenture of any provisions referred to in Section 316(a)(2) of the Trust Indenture Act; (6) to comply with Article Five of this Indenture; (7) to add any additional Events of Default; (d) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in uncertificated form; (e) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities, provided that any such addition, change or elimination (A) shall neither (i) apply to any Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor (ii) modify the rights of the Holder of any such Security Guarantees with respect to such provision or (B) shall become effective only when there is no such Security Outstanding; (f) to establish the forms or terms of the Securities of any series issued pursuant or to secure the terms hereofSecurities of any series; (g) 8) to cure make any ambiguity or correct change that does not adversely affect the rights of any inconsistency in this IndentureHolder; (h9) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee or separate trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder under this Indenture by more than one Trusteetrustee; (i10) to qualify this Indenture under establish the Trust Indenture Act; (j) to provide for uncertificated securities in addition to certificated securities; (k) to supplement any provisions of this Indenture necessary to permit form or facilitate the defeasance and discharge of any series of Securities, provided that such action does not adversely affect the interests of the Holders terms of Securities of such series or any other series; (l) to conform the Indenture to any Description of Securities for a particular Series of Securitiesas permitted by this Indenture; and (m11) to comply conform this Indenture or the Securities of any series to any provision of the “Description of the Notes” (or comparable) section of any document utilized by the Issuer in connection with the rules or regulations of any securities exchange or automated quotation system on which any sale of the Securities to the extent that such provision in such “Description of the Notes” (or comparable) section of such document utilized by the Issuer in connection with the sale of the Securities was intended to be a verbatim recitation of a provision of this Indenture or the Securities of such series, which intent may be listed evidenced by an Officer’s Certificate to that effect. After an amendment under this Section 8.01 becomes effective, the Issuer shall send to the Holders, by first-class mail or tradedelectronically if held by The Depository Trust Company, to the address of such Holders appearing in the security register or otherwise in accordance with the procedures of the Depository, a notice briefly describing the amendment. However, the Issuer’s failure to give such notice to all Holders, or any defect in such notice, will not impair or affect the validity of the amendment.

Without Consent of Holders. Unless otherwise specified for a particular Series Without the consent of any Holders, the Company, when authorized by or pursuant to a Board Resolution, a supplemental indenture or an Officers’ Certificate, the Company and the Trustee Trustee, at any time and from time to time, may amend or supplement this Indenture or the Securities of enter into one or more Series without indentures supplemental hereto, in form satisfactory to the consent Trustee, for any of any Holderthe following purposes: (ai) to evidence the succession of another person Person to the Company under this Indenture and the Securities and the assumption by any such Successor Person successor of the obligations covenants of the Company hereunder herein and under in the Securities;; or (bii) to add to the covenants of the Company for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such one or more specified series) or to surrender any right or power herein conferred upon the Company provided such action does not adversely affect the interests of the Holders;Company; or (ciii) to add any additional Events of Default;Default (and if such Events of Default are to be for the benefit of less than all series of Securities, stating that such Events of Default are being included solely for the benefit of such series); or (div) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities of any series in certificated or uncertificated form;; or (ev) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities, provided that any such addition, change or elimination (Ai) shall neither (iA) apply to any Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor (iiB) modify the rights of the Holder of any such Security with respect to such provision or (Bii) shall become effective only when there is no such Security Outstanding;; or (fvi) to secure the Securities of any series; or (vii) to establish the forms form or terms of the Securities of any series issued pursuant to the terms hereof; (g) to cure any ambiguity or correct any inconsistency in this Indenture; (h) to evidence as permitted by Sections 201 and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee; (i) to qualify this Indenture under the Trust Indenture Act; (j) to provide for uncertificated securities in addition to certificated securities; (k) to supplement any provisions of this Indenture necessary to permit or facilitate the defeasance and discharge of any series of Securities, provided that such action does not adversely affect the interests of the Holders of Securities of such series or any other series; (l) to conform the Indenture to any Description of Securities for a particular Series of Securities301; and (m) to comply with the rules or regulations of any securities exchange or automated quotation system on which any of the Securities may be listed or traded.or

Without Consent of Holders. Unless otherwise specified for a particular Series by a Board Resolution, a supplemental indenture or an Officers’ CertificateThe Company, the Company Guarantor and the Trustee may amend or supplement this Indenture or the Securities of one or more a Series without the notice to or consent of any HolderHolder of such Series: (a1) to evidence the succession of another person to the Company under this Indenture and the Securities and the assumption by cure any such Successor Person of the obligations of the Company hereunder and under the Securitiesambiguity, omission, defect or inconsistency; (b2) to add covenants make any change that does not, in the good faith opinion of the Company for the benefit Board of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of SecuritiesDirectors, stating that such covenants are expressly being included for the benefit of such series) or to surrender any right or power herein conferred upon the Company provided such action does not adversely affect the interests of the HoldersHolders of affected Securities in any material respect; (c3) to comply with Article Five; (4) to provide any security for or Guarantees of such Securities; (5) to add any additional Events of DefaultDefault with respect to such Securities; (d6) to add covenants that would benefit the Holders of affected Securities or to surrender any rights or powers the Company has under this Indenture; (7) to provide for uncertificated Securities in addition to or in place of certificated Securities; (8) to add to or change any of the provisions of this the Indenture to such extent as shall be necessary to permit or facilitate the issuance of the Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in uncertificated form; (e9) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securitiesthe Indenture, provided provided, however, that any such addition, change or elimination (A) shall neither (i) apply to any Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor (ii) modify the rights of the Holder of any such Security with respect to such provision or (B) shall become effective only when there is no Security outstanding of any Series created prior to the execution of such Security Outstandingamendment or supplemental indenture which is entitled to the benefit of such provision; (f10) to establish the forms form or terms of the Securities of any series issued pursuant to the terms hereof; (g) to cure any ambiguity or correct any inconsistency in Series as permitted by this Indenture; (h11) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee trustee with respect to the Securities of one or more series 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 under this Indenture by more than one Trustee;trustee, pursuant to the requirements of this Indenture; or (i12) to qualify this make any change necessary for the registration of any Securities under the Securities Act or to comply with the TIA, or to comply with any requirement of the SEC in connection with the qualification of the Indenture under the Trust Indenture Act; (j) to provide for uncertificated securities in addition to certificated securities; (k) to supplement any provisions of this Indenture necessary to permit or facilitate the defeasance and discharge of any series of SecuritiesTIA; provided, provided however, that such action modification or amendment does not not, in the good faith opinion of the Company's board of directors and the Trustee, adversely affect the interests of the Holders of affected Securities in any material respect. After an amendment under this Section 10.01 becomes effective, the Company shall mail notice of such series or any other series; (l) amendment to conform the Indenture to any Description of Securities for a particular Series of Securities; and (m) to comply with the rules or regulations of any securities exchange or automated quotation system on which any of the Securities may be listed or tradedHolders.

Without Consent of Holders. Unless otherwise specified for a particular Series by a Board Resolution, a supplemental indenture or an Officers’ CertificateThe Company, the Company Guarantors and the Trustee may amend or supplement this Indenture Indenture, the Securities Guarantees or the Securities of one or more Series without the consent of any Holderholder of a Security: (a) to cure any ambiguity or defect or to correct or supplement any provision herein that may be inconsistent with any other provision herein; or (b) to evidence the succession of another person Person to the Company under this Indenture and the Securities and the assumption by any such Successor Person successor of the obligations of the Company hereunder and under the Securities; (b) to add covenants of the Company herein and, to the extent applicable, of the Securities; or (c) to provide for uncertificated Securities in addition to or in place of certificated Securities; provided that the uncertificated Securities are issued in registered form for purposes of Section 163(f) of the Code, or in the manner such that the uncertificated Securities are described in Section 163(f)(2)(B) of the Code; or (d) to add a Securities Guarantee and cause any Person to become a Guarantor, and/or to evidence the succession of another Person to a Guarantor and the assumption by any such successor of the Securities Guarantee of such Guarantor herein and, to the extent applicable, endorsed upon any Securities of any series; or (e) to secure the Securities of any series; or (f) to add to the covenants of the Company such further covenants, restrictions, conditions or provisions as the Company shall consider to be appropriate for the benefit of the Holders of all or any series of Securities (and if such covenants covenants, restrictions, conditions or provisions are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) ), to make the occurrence, or the occurrence and continuance, of a Default in any such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth, or to surrender any right or power herein conferred upon the Company provided Company; provided, that in respect of any such action additional covenant, restriction, condition or provision such amendment or supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults), may provide for an immediate enforcement upon such an Event of Default, may limit the remedies available to the Trustee upon such an Event of Default or may limit the right of the Holders of a majority in aggregate principal amount of the Securities of such series to waive such an Event of Default; or (g) to make any change to any provision of this Indenture that does not adversely affect the rights or interests of the Holders;any Holder of Securities; or (ch) to provide for the issuance of additional Securities in accordance with the provisions set forth in this Indenture on the date of this Indenture; or (i) to add any additional Defaults or Events of Default;Default in respect of all or any series of Securities; or (dj) to add to to, change or change eliminate any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in uncertificated form;; or (ek) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities, Indenture; provided that any such addition, change or elimination (A) shall neither (i) apply to any become effective only when there is no Security Outstanding of any series created prior to the execution of such amendment or supplemental indenture and that is entitled to the benefit of such provision nor (ii) modify the rights of the Holder of any such Security with respect to such provision or (B) shall become effective only when there is no such Security Outstanding;provision; or (fl) to establish the forms form or terms of the Securities of any series issued pursuant as permitted by Section 2.1 and Section 3.1, including to the terms hereof;reopen any series of any Securities as permitted under Section 3.1; or (g) to cure any ambiguity or correct any inconsistency in this Indenture; (hm) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee;, pursuant to the requirements of Section 6.11(b); or (in) to qualify conform the text of this Indenture (and/or any supplemental indenture) or any debt securities issued thereunder to any provision of a description of such debt securities appearing in a prospectus, prospectus supplement, offering memorandum or offering circular to the extent that such provision was intended by the Company to be a verbatim recitation of a provision of this Indenture (and/or any supplemental indenture) or any debt securities issued thereunder, with such intention being further evidenced by an Officer’s Certificate; or (o) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the Trust Indenture Act; (j) Act or under any similar federal statute subsequently enacted, and to provide for uncertificated securities in addition add to certificated securities; (k) to supplement any provisions of this Indenture necessary to permit or facilitate the defeasance and discharge of any series of Securities, provided that such action does not adversely affect the interests of the Holders of Securities of such series or any other series; (l) to conform the Indenture to any Description of Securities for a particular Series of Securities; and (m) to comply with the rules or regulations of any securities exchange or automated quotation system on which any of the Securities provisions as may be listed or tradedexpressly required under the Trust Indenture Act.

Without Consent of Holders. Unless otherwise specified for a particular Series by a Board Resolution, a supplemental indenture or an Officers’ CertificateWithout the consent of any Holders, the Company Company, when authorized by Board Resolutions, and the Trustee Trustee, at any time and from time to time, may amend or supplement this Indenture or the Securities for any of one or more Series without the consent of any Holderfollowing purposes: (a1) to cure any ambiguity, defect or inconsistency; or (2) to provide for uncertificated Securities in addition to or in place of certificated Securities; or (3) to evidence the succession of another person Person to the Company under in accordance with this Indenture and the Securities and the assumption by any such Successor Person successor of the obligations of the Company hereunder and under the Securities; (b) to add covenants of the Company for herein and in the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included for the benefit of such series) or to surrender any right or power herein conferred upon the Company provided such action does not adversely affect the interests of the Holders;; or (c) to add any additional Events of Default; (d4) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in uncertificated form;; or (e5) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities, provided that any such addition, change or elimination (A) shall neither (i) apply to any Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor (ii) modify the rights of the Holder of any such Security with respect to such provision or (B) shall become effective only when there is no such Security Outstanding;; or (f6) to establish make any change that would provide any additional rights or benefits to the forms or terms Holders of the Securities or that does not adversely affect the legal rights of any series issued pursuant to the terms hereof;Holder; or (g7) to cure any ambiguity comply with the requirements of the Commission in order to effect or correct any inconsistency in maintain the qualification of this Indenture; (h) Indenture under the Trust Indenture Act or to evidence and or provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee;, pursuant to the requirements of SECTION 7.11; or (i8) to secure the Securities; or (9) to qualify this Indenture under establish the Trust Indenture Act; (j) to provide for uncertificated securities in addition to certificated securities; (k) to supplement any provisions form or terms of this Indenture necessary to permit or facilitate the defeasance and discharge Securities of any series of Securities, provided that such action does not adversely affect the interests of the Holders of Securities of such series or any other series; (l) to conform the Indenture to any Description of Securities for a particular Series of Securities; and (m) to comply with the rules or regulations of any securities exchange or automated quotation system on which any of the Securities may be listed or tradedas permitted by SECTIONS 2.01 and 3.01.

Without Consent of Holders. Unless otherwise specified for a particular Series by a Board Resolution, a supplemental indenture or an Officers’ CertificateThe Company, the Company Guarantor (in the case of a Guaranteed Series of Securities) and the Trustee may amend or supplement this Indenture or the Securities of one or more Series without the consent of any HolderSecurityholder: (a) to evidence the succession of another person to the Company under this Indenture and the Securities and the assumption by cure any such Successor Person of the obligations of the Company hereunder and under the Securitiesambiguity, defect or inconsistency; (b) to comply with Article V; (c) to provide for uncertificated Securities in addition to or in place of certificated Securities; (d) to add Guarantees with respect to Securities of any Series or secure Securities of any Series; (e) to surrender any of the Company’s rights or powers under this Indenture; (f) to add covenants or events of the Company default for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included for the benefit of such series) or to surrender any right or power herein conferred upon the Company provided such action does not adversely affect the interests of the Holders; (c) to add any additional Events of Default; (d) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in uncertificated form; (e) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities, provided that any such addition, change or elimination (A) shall neither (i) apply to any Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor (ii) modify the rights of the Holder of any such Security with respect to such provision or (B) shall become effective only when there is no such Security Outstanding; (f) to establish the forms or terms of the Securities of any series issued pursuant to the terms hereofSeries; (g) to cure comply with the applicable procedures of the applicable depositary; (h) to make any ambiguity or correct change that does not adversely affect the rights of any inconsistency in Securityholder; (i) to provide for the issuance of and establish the form and terms and conditions of Securities of any Series as permitted by this Indenture; (hj) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series 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; (ik) to qualify comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act;TIA; or (j) to provide for uncertificated securities in addition to certificated securities; (kl) to supplement any of the provisions of this Indenture to the extent necessary to permit or facilitate the defeasance and discharge of any series of Securitiesthe Securities of any Series; provided, provided that such the action does shall not adversely affect the interests of the Holders of the Securities of such series or any other series; (l) to conform the Indenture to any Description of Securities for a particular Series of Securities; and (m) to comply with the rules or regulations of any securities exchange or automated quotation system on which any of the Securities may be listed or tradedSeries.

Without Consent of Holders. Unless otherwise specified for a particular Series by a Board Resolution, a supplemental indenture or an Officers’ Certificate, the The Company and the Trustee may amend or supplement this Indenture or the Securities of one any series without notice to or more Series without the consent of any HolderSecurityholder: (a1) to evidence the succession of another person to the Company under this Indenture and the Securities and the assumption by cure any such Successor Person of the obligations of the Company hereunder and under the Securitiesambiguity, defect or inconsistency; (b2) to comply with Section 5.01; (3) to establish the form or terms of Securities of any series as permitted by Sections 2.01 and 2.02; (4) to add to the covenants of the Company for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender any right or power herein conferred upon the Company provided such action does not adversely affect the interests of the HoldersCompany; (c5) to add any additional Events of DefaultDefault (and if such Events of Default are to be applicable to less than all series of Securities, stating that such Events of Default are expressly being included solely to be applicable to such series); (d6) to change or eliminate any of the provisions of this Indenture, PROVIDED that, except as otherwise contemplated by Section 2.02(14), any such change or elimination shall become effective only when there is no Security outstanding of any series created prior thereto which is entitled to the benefit of such provision; (7) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of provide for uncertificated Securities in uncertificated formaddition to certificated Securities (so long as any "registration-required obligation" within the meaning of Section 163(f)(2) of the Internal Revenue Code of 1986, as amended (the "CODE") is in registered form for purposes of the Code); (e) 8) to add to, make any change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities, provided that any such addition, change or elimination (A) shall neither (i) apply to any Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor (ii) modify does not materially adversely affect the rights of the Holder of any such Security with respect to such provision or (B) shall become effective only when there is no such Security Outstanding;Securityholder; or (f9) to establish the forms or terms comply with any requirement of the Securities SEC in connection with the qualification of any series issued pursuant to the terms hereof; (g) to cure any ambiguity or correct any inconsistency in this Indenture; (h) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee; (i) to qualify this Indenture under the Trust Indenture Act; (j) to provide for uncertificated securities in addition to certificated securities; (k) to supplement any provisions of this Indenture necessary to permit or facilitate the defeasance and discharge of any series of Securities, provided that such action does not adversely affect the interests of the Holders of Securities of such series or any other series; (l) to conform the Indenture to any Description of Securities for a particular Series of Securities; and (m) to comply with the rules or regulations of any securities exchange or automated quotation system on which any of the Securities may be listed or tradedTIA.

Without Consent of Holders. Unless Except as otherwise specified for a particular Series provided as contemplated by a Board Resolution, a supplemental indenture or an Officers’ CertificateSection 2.1 with respect to the Securities of any series, the Company and the Trustee may amend or supplement this Indenture or the Securities of one without notice to or more Series without the consent of any Holder: (a1) to evidence the succession cure any ambiguity, defect or inconsistency; (2) to provide for uncertificated Securities in addition to or in place of another person to the Company under this Indenture and the Securities and the assumption by any such Successor Person of the obligations of the Company hereunder and under the certificated Securities; (b3) to establish the form or terms of Securities of any series as permitted by Section 2.1; (4) to provide for the assumption of the Company’s obligations to Holders of Securities of any series in the case of a merger or consolidation or sale of all or substantially all of the Company’s properties or assets, as applicable; (5) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act; (6) to make any change that would provide any additional rights or benefits to the Holders of Securities of any series or that does not materially adversely affect the legal rights under this Indenture of any such Holder; (7) to add to the covenants of the Company for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) ), or to surrender any right or power herein conferred upon the Company provided such action does not adversely affect the interests of the HoldersCompany; (c) 8) to add any additional Events of DefaultDefault with respect to all or any series of the Securities (and, if any such Event of Default is applicable to less than all series of Securities, specifying the series to which such Event of Default is applicable); (d9) to add 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 outstanding Security of any series created prior to the execution of such amendment or supplemental indenture that is adversely affected in any material respect by such change in or elimination of such provision; (10) to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance defeasance and discharge of any series of Securities pursuant to Section 8.1; provided, however, that any such action shall not adversely affect the interest of the Holders of Securities of such series or any other series of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in uncertificated formany material respect; (e11) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities, provided that any such addition, change or elimination (A) shall neither (i) apply to any Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor (ii) modify the rights of the Holder of any such Security with respect to such provision or (B) shall become effective only when there is no such Security Outstanding; (f) to establish the forms or terms of secure the Securities of any series issued pursuant to the terms hereofseries; (g) to cure any ambiguity or correct any inconsistency in this Indenture; (h12) to evidence and provide for the acceptance under this Indenture of appointment hereunder by a successor Trustee with respect to the Securities of one or more series trustee and to add to or change any of the such provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder thereunder by more than one Trustee;trustee; or (i) to qualify this Indenture under the Trust Indenture Act; (j) to provide for uncertificated securities in addition to certificated securities; (k) to supplement any provisions of this Indenture necessary to permit or facilitate the defeasance and discharge of any series of Securities, provided that such action does not adversely affect the interests of the Holders of Securities of such series or any other series; (l13) to conform the text of this Indenture or any Securities to the description thereof in any Description prospectus or prospectus supplement of the Company with respect to the offer and sale of Securities for a particular Series of Securities; and (m) to comply with the rules or regulations of any securities exchange series, to the extent that such provision is inconsistent with a provision of this Indenture or automated quotation system on which any the Securities, as provided in an Officers’ Certificate. After an amendment under this Indenture becomes effective, the Company is required to mail to the Holders of the Securities may be listed or traded.each Security affected thereby a notice briefly describing such

Without Consent of Holders. Unless otherwise specified for a particular Series by a Board Resolution, a supplemental indenture or an Officers’ Certificate, the The Company and the Trustee may amend or supplement this Indenture or the Securities of one or more Series without the consent of any Holder: (a) to evidence the succession of another person to the Company under this Indenture and the Securities and the assumption by any such Successor Person successor person of the obligations of the Company hereunder and under the Securities; (b) to add or remove covenants of the Company for the benefit of the Holders of all or any series Series of Securities (and if such covenants are to be for the benefit of less than all series Series of Securities, stating that such covenants are expressly being included for the benefit of such seriesSeries) or to surrender any right or power herein conferred upon the Company provided such action does not adversely affect the interests of the Holders; (c) to add any additional Events of Default; (d) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in uncertificated form; (e) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series Series of Securities, provided that any such addition, change or elimination (A) shall neither (i) apply to any Security of any series Series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor (ii) modify the rights of the Holder of any such Security with respect to such provision or (B) shall become effective only when there is no such Security Outstanding; (f) to establish the forms or terms of the Securities of any series Series issued pursuant to the terms hereof; (g) to cure any ambiguity or correct any inconsistency in this Indenture; (h) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series 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; (i) to qualify this Indenture under the Trust Indenture Act; (j) to provide for uncertificated securities Securities in addition to certificated securitiesSecurities; (k) to supplement any provisions of this Indenture necessary to permit or facilitate the defeasance and discharge of any series of Securities, provided that such action does not adversely affect the interests of the Holders of Securities of such series or any other series; (l) to conform the Indenture to any Description of Securities for a particular Series of Securities[Reserved].; and (ml) to comply with the rules or regulations of any securities exchange or automated quotation system on which any of the Securities may be listed or traded.

Without Consent of Holders. Unless Except as otherwise specified for a particular Series provided as contemplated by a Board Resolution, a supplemental indenture or an Officers’ CertificateSection 2.1 with respect to the Securities of any series and notwithstanding Section 9.2, the Company and the Trustee may amend or supplement this Indenture or the Securities of one without notice to or more Series without the consent of any Holder: (a) to evidence the succession of another person to the Company under this Indenture and the Securities and the assumption by cure any such Successor Person of the obligations of the Company hereunder and under the Securitiesambiguity, defect or inconsistency; (b) to make any such changes as are required for this Indenture to comply with the Trust Indenture Act; (c) to add to the covenants of the Company for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) ), or to surrender any right or power herein conferred upon the Company provided such action does not adversely affect the interests of the HoldersCompany; (cd) to comply with Article IV hereof; (e) to provide for uncertificated Securities in addition to or in place of certificated Securities; (f) to add any additional Events of DefaultDefault with respect to all or any series of the Securities (and, if any such Event of Default is applicable to less than all series of Securities, specifying the series to which such Event of Default is applicable); (dg) to add 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 outstanding Security of any series created prior to the execution of such amendment or supplemental indenture that is affected in any material respect by such change in or elimination of such provision; (h) to establish the form or terms of Securities of any series as permitted by Section 2.1; (i) to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in uncertificated form; (e) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities, provided that any such addition, change or elimination (A) shall neither (i) apply to any Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor (ii) modify the rights of the Holder of any such Security with respect to such provision or (B) shall become effective only when there is no such Security Outstanding; (f) to establish the forms or terms of the Securities of any series issued pursuant to the terms hereof; (g) to cure any ambiguity or correct any inconsistency in this Indenture; (h) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee; (i) to qualify this Indenture under the Trust Indenture Act; (j) to provide for uncertificated securities in addition to certificated securities; (k) to supplement any provisions of this Indenture necessary to permit or facilitate the defeasance and discharge of any series of SecuritiesSecurities pursuant to Section 8.1; provided, provided however, that any such action does shall not adversely affect the interests interest of the Holders of Securities of such series or any other series of Securities in any material respect; (j) to evidence and provide for the acceptance under this Indenture of a successor trustee; (k) to conform the text of this Indenture or any Securities to the description thereof in any prospectus or prospectus supplement of the Company with respect to the offer and sale of Securities of any series, to the extent that such provision is inconsistent with a provision of this Indenture or the Securities; (l) to conform secure the Indenture Securities of any series or to provide that any of our obligations to any Description Holder will be guaranteed and the terms of Securities for a particular Series of Securitiessuch guarantees; andor (m) to comply with make any change that would provide any additional rights or benefits to the rules or regulations Holders of Securities of any securities exchange series or automated quotation system on which that does not adversely affect the legal rights under this Indenture of any such Holder in any material respect. After an amendment under this Indenture becomes effective, the Company is required to mail to the Holders of each Security affected thereby a notice briefly describing such amendment. However, the failure to give such notice to all the Holders of each Security affected thereof, or any defect therein, will not impair or affect the validity of the Securities may be listed amendment or tradedsupplemental indenture under this Section 9.1.

Without Consent of Holders. Unless otherwise specified for a particular Series by a Board Resolution, a supplemental indenture or an Officers’ Certificate, the The Company and the Trustee as to any series of Securities may supplement or amend or supplement this Indenture or the Securities of one without notice to or more Series without the consent of any HolderSecurityholder: (a) to evidence the succession of another person to the Company under this Indenture and the Securities and the assumption by cure any such Successor Person of the obligations of the Company hereunder and under the Securitiesambiguity, defect or inconsistency; (b) to add covenants of the Company for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included for the benefit of such series) or to surrender any right or power herein conferred upon the Company provided such action does not adversely affect the interests of the Holderscomply with Article 5; (c) to add comply with any additional Events requirements of Defaultthe Commission in connection with the qualification of this Indenture under the TIA; (d) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of of, or to liberalize the terms of, Securities issued in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in uncertificated form, provided that this action will not adversely affect the interests of the Holders of the Securities of any series in any material respect; (e) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities; provided, provided however, that any such addition, change or elimination (A) shall neither (i) apply to any Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor (ii) modify the rights of the Holder of any such Security with respect to such provision provision; or (B) shall become effective only when there is no outstanding Security of any series created prior to the execution of such Security Outstandingsupplemental indenture and entitled to the benefit of such provision; (f) to establish add to existing covenants additional covenants for the forms or terms benefit of the Securities Holders of all or any series issued pursuant of Securities, to surrender any right or power conferred upon the terms hereofCompany in this Indenture, or to add events of default for the benefit of Holders of all or any series of Securities; (g) to cure any ambiguity or correct any inconsistency in this Indenturesecure previously unsecured Securities; (h) to make any change that does not adversely affect in any material respect the interests of the Securityholders of any series; (i) to establish additional series of Securities as permitted by Section 2.01; (j) to establish the form or terms of Securities of any series, including the provisions and procedures, if applicable, for the conversion or exchange of the Securities into other securities or property; (k) to evidence and provide for the acceptance or appointment of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder under this Indenture by more than one Trustee; (il) to qualify make any provision with respect to the conversion or exchange of rights of Holders pursuant to the requirements of this Indenture; (m) to close this Indenture with respect to the authentication and delivery of additional series of Securities or to qualify, or maintain qualification of, this Indenture under the Trust Indenture Act;TIA; or (j) to provide for uncertificated securities in addition to certificated securities; (kn) to supplement any of the provisions of this Indenture to the extent necessary to permit or facilitate the defeasance and discharge of any series of Securities, provided that such the action does shall not adversely affect the interests of the Holders of Securities of such any series or in any other series; (l) to conform the Indenture to any Description of Securities for a particular Series of Securities; and (m) to comply with the rules or regulations of any securities exchange or automated quotation system on which any of the Securities may be listed or tradedmaterial respect.

Without Consent of Holders. Unless otherwise specified for a particular Series by a Board Resolution, a supplemental indenture or an Officers’ CertificateNotwithstanding Section 8.02, the Company Issuer, the Guarantors and the Trustee may modify and amend or supplement this Indenture Indenture, any series of Securities or the Securities of one or more Series Guarantees without the consent of any HolderHolder for any of the following purposes: (a1) to evidence the succession pursuant to this Indenture of another person Person to the Company under this Indenture and the Securities Issuer or a Guarantor and the assumption by any such Successor that Person of the covenants, agreements and obligations of the Company hereunder Issuer or such Guarantor, as applicable, in this Indenture and under in the Securities, in each case, in accordance with the terms of this Indenture; (b2) to add covenants of the Company for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included for the benefit of such series) or to surrender any right or power herein conferred upon the Company Issuer, to add further covenants, restrictions, conditions or provisions for the protection of the Holders, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions, conditions or provisions a Default or an Event of Default permitting the enforcement of all or any of the remedies provided such action does in this Indenture; (3) to cure any ambiguity or to correct or supplement any provision contained in this Indenture, or any supplemental indenture, or in any Security that may be defective or inconsistent with any other provision contained in this Indenture, or any supplemental indenture, or in any Security; (4) to convey, transfer, assign, mortgage or pledge any property to or with the Trustee, or to make other provisions in regard to matters or questions arising under this Indenture as shall not adversely affect the interests of the any Holders; (c5) to permit the qualification of this Indenture or any supplemental indenture under the Trust Indenture Act, as then in effect, except this shall not permit or authorize the inclusion in any supplemental indenture of any provisions referred to in Section 316(a)(2) of the Trust Indenture Act; (6) to comply with Article Five of this Indenture; (7) to add any additional Events of Default; (d) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in uncertificated form; (e) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities, provided that any such addition, change or elimination (A) shall neither (i) apply to any Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor (ii) modify the rights of the Holder of any such Security Guarantees with respect to such provision or (B) shall become effective only when there is no such Security Outstanding; (f) to establish the forms or terms of the Securities of any series issued pursuant or to secure the terms hereofSecurities of any series; (g) 8) to cure make any ambiguity or correct change that does not adversely affect the rights of any inconsistency in this IndentureHolder; (h9) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee or separate trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder under this Indenture by more than one Trusteetrustee; (i10) to qualify this Indenture under establish the Trust Indenture Act; (j) to provide for uncertificated securities in addition to certificated securities; (k) to supplement any provisions of this Indenture necessary to permit form or facilitate the defeasance and discharge of any series of Securities, provided that such action does not adversely affect the interests of the Holders terms of Securities of such series or any other series; (l) to conform the Indenture to any Description of Securities for a particular Series of Securitiesas permitted by this Indenture; and (m11) to comply conform this Indenture or the Securities of any series to any provision of the “Description of the Notes” (or comparable) section of any document utilized by the Issuer in connection with the rules or regulations of any securities exchange or automated quotation system on which any sale of the Securities to the extent that such provision in such “Description of the Notes” (or comparable) section of such document utilized by the Issuer in connection with the sale of the Securities was intended to be a verbatim recitation of a provision of this Indenture or the Securities of such series, which intent may be listed evidenced by an Officer’s Certificate to that effect. After an amendment under this Section 8.01 becomes effective, the Issuer shall send to the Holders, by first-class mail or tradedelectronically if held by Common Depositary, to the address of such Holders appearing in the security register or otherwise in accordance with the procedures of the Common Depositary, a notice briefly describing the amendment. However, the Issuer’s failure to give such notice to all Holders, or any defect in such notice, will not impair or affect the validity of the amendment.

Without Consent of Holders. Unless otherwise specified for a particular Series by a Board Resolution, a supplemental indenture or an Officers’ Certificate, the The Company and the Trustee may amend or supplement this Indenture or the Securities of one or more Series without the consent of any Holder: (a) to evidence the succession of another person to the Company under this Indenture and the Securities and the assumption by any such Successor Person successor person of the obligations of the Company hereunder and under the Securities; (b) to add or remove covenants of the Company for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included for the benefit of such series) or to surrender any right or power herein conferred upon the Company provided such action does not adversely affect the interests of the HoldersCompany; (c) to add any additional Events of Default; (d) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in uncertificated form; (e) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities, provided that any such addition, change or elimination (A) shall neither (i) apply to any Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor (ii) modify the rights of the Holder of any such Security with respect to such provision or (B) shall become effective only when there is no such Security Outstanding; (f) to establish the forms or terms of the Securities of any series issued pursuant to the terms hereof; (g) to cure any ambiguity or correct any inconsistency in this Indenture; (h) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee; (i) to qualify this Indenture under the Trust Indenture Act; (j) to provide for uncertificated securities in addition to certificated securities; (k) to supplement any provisions of this Indenture necessary to permit or facilitate the defeasance and discharge of any series of Securities, provided that such action does not adversely affect the interests of the Holders of Securities of such series or any other series; (l) to conform the Indenture to any Description of Securities for a particular Series of Securities; and (ml) to comply with the rules or regulations of any securities exchange or automated quotation system on which any of the Securities may be listed or traded.

Without Consent of Holders. Unless otherwise specified for a particular Series by a Board Resolution, a supplemental indenture or an Officers’ Certificate, the The Company and the Trustee may amend or supplement this Indenture or the Securities of one or more Series without the consent of any HolderSecurityholder: (a1) to evidence the succession of another person entity to the Company under this Indenture and the Securities and the assumption by any such Successor Person of the obligations of the Company hereunder and under the SecuritiesCompany’s covenants by a successor; (b2) to add to the Company’s covenants of the Company for the benefit of the Holders of all or any series of Securities Securityholders; (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included for the benefit of such series3) or to surrender any right or power herein conferred upon the Company provided such action does not adversely affect the interests of the HoldersCompany; (c4) to add any additional Events of DefaultDefault for the Securities; (d5) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of the Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in uncertificated global form; (e6) to add to, change or eliminate any of provide security for the provisions of this Indenture in respect of one or more series of Securities, provided that any such addition, change or elimination (A) shall neither (i) apply to any Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor (ii) modify the rights of the Holder of any such Security with respect to such provision or (B) shall become effective only when there is no such Security Outstanding; (f) to establish the forms or terms of the Securities of any series issued pursuant to the terms hereof; (g) to cure any ambiguity or correct any inconsistency in this Indenture; (h7) to evidence and provide for the acceptance of appointment hereunder by of a separate or successor Trustee trustee; (8) to correct or supplement any provision herein which may be inconsistent with any other provision herein or to make any other provisions with respect to matters or questions arising under this Indenture, provided such action shall not adversely affect the interests of Holders of Securities of one or more series and to add to or change any of the provisions of issued under this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee;in any material respect; or (i9) to qualify this Indenture under the Trust Indenture Act; (j) cure any ambiguity, defect or inconsistency or to provide for uncertificated securities in addition to certificated securities; (k) to supplement make any provisions of this Indenture necessary to permit or facilitate the defeasance and discharge of any series of Securities, provided other changes that such action does do not adversely affect the interests of the Holders of Securities issued under this Indenture in any material respect. If the Trust Indenture Act is amended after the date of such series this Indenture so as to require changes to this Indenture or so as to permit changes to, or the elimination of, provisions which, at the date of this Indenture or at any other series; (l) time thereafter, were required by the Trust Indenture Act to be contained in this Indenture, this Indenture will be deemed to have been amended so as to conform to such amendment or to effect such changes or elimination, and the Indenture to any Description of Securities for a particular Series of Securities; and (m) to comply with Company and the rules or regulations Trustee may, without the consent of any securities exchange Holders, enter into one or automated quotation system on which any of the Securities may be listed more supplemental indentures to effect or tradedevidence such amendment.

Without Consent of Holders. Unless otherwise specified for a particular Series The Company, when authorized by a Board Resolution, a supplemental indenture or an Officers’ Certificate, the Company and the Trustee may amend or supplement this Indenture or the Securities of one or more any Series without the notice to or consent of any HolderSecurityholder: (a1) to evidence the succession of another person cure any ambiguity, defect or inconsistency; (2) to the Company under this Indenture and the comply with Article 6; (3) to provide for uncertificated Securities and the assumption by any such Successor Person of the obligations of the Company hereunder and under the in addition to certificated Securities; (b4) to add covenants of secure the Company for the benefit of the Holders of all or Securities in connection with Section 5.11; (5) to make any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating change that such covenants are expressly being included for the benefit of such series) or to surrender any right or power herein conferred upon the Company provided such action does not adversely affect the interests rights of the Holdersany Securityholder of such Series; (c) to add any additional Events of Default; (d) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in uncertificated form; (e) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities, provided that any such addition, change or elimination (A) shall neither (i) apply to any Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor (ii) modify the rights of the Holder of any such Security with respect to such provision or (B) shall become effective only when there is no such Security Outstanding; (f) to establish the forms or terms of the Securities of any series issued pursuant to the terms hereof; (g) to cure any ambiguity or correct any inconsistency in this Indenture; (h) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee; (i) to qualify this Indenture under the Trust Indenture Act; (j6) to provide for uncertificated securities in addition to certificated securities; (k) to supplement any provisions of this Indenture necessary to permit or facilitate the defeasance issuance and discharge the terms of any series particular Series of Securities, provided that such action does not adversely affect the interests rights and obligations of the Company and the Holders of Securities of such series Series, the form or any other series; (l) to conform the Indenture to any Description of Securities for a particular Series of Securities; and (m) to comply with the rules or regulations of any securities exchange or automated quotation system on which any forms of the Securities may of such Series and such other matters in connection therewith as the Board of Directors of the Company shall consider appropriate, including, without limitation, provisions for (a) additional or different covenants, restrictions or conditions applicable to such Series, (b) additional or different Events of Default in respect of such Series, (c) a longer or shorter period of grace and/or notice in respect of any provision applicable to such Series than is provided in Section 7.01, (d) immediate enforcement of any Event of Default in respect of such Series or (e) limita- tions upon the remedies available in respect of any Events of Default in respect of such Series or upon the rights of the holders of Securities of such Series to waive any such Event of Default; PROVIDED, that this paragraph (6) shall not be listed deemed to require the execution of a supplemental indenture to provide for the issuance of any Series of Securities unless the same shall be provided for in the Authorizing Resolution relating thereto; or (7) to provide for a separate Trustee for one or tradedmore Series.

Without Consent of Holders. Unless otherwise specified for a particular Series by a Board Resolution, a supplemental indenture or an Officers’ CertificateThe Company, the Company Guarantors (if any) and the Trustee may amend or supplement this Indenture Indenture, the Securities Guarantee or the Securities of one or more Series without the consent of any Holderholder of a Security: (a) to cure any ambiguity or defect or to correct or supplement any provision herein that may be inconsistent with any other provision herein; or (b) to evidence the succession of another person Person to the Company under this Indenture and the Securities and the assumption by any such Successor Person successor of the obligations of the Company hereunder and under the Securities; (b) to add covenants of the Company herein and, to the extent applicable, of the Securities; or (c) to provide for uncertificated Securities in addition to or in place of certificated Securities; provided that the uncertificated Securities are issued in registered form for purposes of Section 163(f) of the Code, or in the manner such that the uncertificated Securities are described in Section 163(f)(2)(B) of the Code; or (d) to add a Securities Guarantee and cause any Person to become a Guarantor, and/or to evidence the succession of another Person to a Guarantor and the assumption by any such successor of the Securities Guarantee of such Guarantor herein and, to the extent applicable, endorsed upon any Securities of any series[, and/or to cause any corporate subsidiary of the Company to become a co-issuer of the Securities of any series]; or (e) to secure the Securities of any series; or (f) to add to the covenants of the Company such further covenants, restrictions, conditions or provisions as the Company shall consider to be appropriate for the benefit of the Holders of all or any series of Securities (and if such covenants covenants, restrictions, conditions or provisions are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender any right or power herein conferred upon the Company Company, and to make the occurrence, or the occurrence and continuance, of a Default in any such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, that in respect of any such action additional covenant, restriction, condition or provision such amendment or supplemental indenture may provide for a particular period of grace after Default (which period may be shorter or longer than that allowed in the case of other Defaults), may provide for an immediate enforcement upon such an Event of Default, may limit the remedies available to the Trustee upon such an Event of Default or may limit the right of the Holders of a majority in aggregate principal amount of the Securities of such series to waive such an Event of Default; or (g) to make any change to any provision of this Indenture that does not adversely affect the rights or interests of the Holders;any Holder of Securities; or (ch) to provide for the issuance of additional Securities in accordance with the provisions set forth in this Indenture; or (i) to add any additional Defaults or Events of Default;Default in respect of all or any series of Securities; or (dj) to add to to, change or change eliminate any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in uncertificated form;; or (ek) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities, Indenture; provided that any such addition, change or elimination (A) shall neither (i) apply to any become effective only when there is no Security Outstanding of any series created prior to the execution of such amendment or supplemental indenture and that is entitled to the benefit of such provision nor (ii) modify the rights of the Holder of any such Security with respect to such provision or (B) shall become effective only when there is no such Security Outstanding;provision; or (fl) to establish the forms form or terms of the Securities of any series issued pursuant as permitted by Section 2.1 and Section 3.1, including to the terms hereof;reopen any series of any Securities as permitted under Section 3.1; or (g) to cure any ambiguity or correct any inconsistency in this Indenture; (hm) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee;, pursuant to the requirements of Section 6.11(b); or (in) to qualify conform the text of this Indenture (and/or any supplemental indenture) or any Securities issued hereunder to any provision of a description of such text or Securities appearing in a prospectus, prospectus supplement, offering memorandum or offering circular pursuant to which such Securities were offered to the extent that such provision was intended by the Company to be a verbatim recitation of a provision of this Indenture (and/or any supplemental indenture) or any Securities or Securities Guarantee issued hereunder, with such intention being evidenced by an Officer’s Certificate; or (o) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the Trust Indenture Act; (j) Act or under any similar federal statute subsequently enacted, and to provide for uncertificated securities in addition add to certificated securities; (k) to supplement any provisions of this Indenture necessary to permit or facilitate the defeasance and discharge of any series of Securities, provided that such action does not adversely affect the interests of the Holders of Securities of such series or any other series; (l) to conform the Indenture to any Description of Securities for a particular Series of Securities; and (m) to comply with the rules or regulations of any securities exchange or automated quotation system on which any of the Securities provisions as may be listed or tradedexpressly required under the Trust Indenture Act.

Without Consent of Holders. Unless otherwise specified for a particular Series by a Board Resolution, a supplemental indenture or an Officers’ Certificate, the The Company and the Trustee may amend or supplement this Indenture or the Securities of one or more Series without the consent of any HolderSecurityholder by indentures supplemental hereto: (a) to cure any ambiguity, defect or inconsistency; (b) to comply with Article V; (c) to evidence the succession of another person corporation to the Company under this Indenture and the Securities Company, or successive successions, pursuant to Article XI, and the assumption by any such Successor Person the successor corporation of the covenants, agreements and obligations of the Company hereunder herein and under in the Securities; (b) to add covenants of the Company for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included for the benefit of such series) or to surrender any right or power herein conferred upon the Company provided such action does not adversely affect the interests of the Holders; (c) to add any additional Events of Default; (d) to add to the covenants of the Company such further covenants, restrictions, conditions or change provisions as its Board of Directors shall consider to be for the protection of the holders of Securities, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth, with such period of grace, if any, and subject to such conditions as such supplemental indenture may provide; (e) [reserved]; (f) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to permit effect the qualification of this Indenture under the TIA, or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principalunder any similar federal statute hereafter enacted, and with to add to this Indenture such other provisions as may be expressly permitted by the TIA, excluding however, the provisions referred to in Section 316(a)(2) of the TIA or without interest coupons, or to permit or facilitate the issuance of Securities any corresponding provision in uncertificated formany similar federal statute hereafter enacted; (eg) to add toany additional Events of Default (and if such Events of Default are to be for the benefit of less than all Series of Securities, change stating that such are expressly being included solely for the benefit of such Series); (h) to modify, eliminate or eliminate add to any of the provisions of this Indenture in respect of one or more series of Securities, Indenture; provided that any such addition, change or elimination (Ai) shall neither (i) apply to any become effective only when there is no Security of any series Series Outstanding and created prior to the execution of such supplemental indenture and that is entitled to the benefit of such provision nor or (ii) modify the rights of the Holder of shall not apply to any such Security with respect to such provision or (B) shall become effective only when there is no such Security Outstanding; (fi) to provide for uncertificated Securities in addition to or in place of certificated Securities; (j) to make any change that does not adversely affect the rights of any Securityholder; (k) to provide for the issuance of and establish the forms or form and terms and conditions of the Securities of any series issued pursuant to the terms hereof; (g) to cure any ambiguity or correct any inconsistency in Series as permitted by this Indenture; (hl) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series 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; (i) to qualify this Indenture under the Trust Indenture Act; (j) to provide for uncertificated securities in addition to certificated securities; (k) to supplement any provisions of this Indenture necessary to permit or facilitate the defeasance and discharge of any series of Securities, provided that such action does not adversely affect the interests of the Holders of Securities of such series or any other series; (l) to conform the Indenture to any Description of Securities for a particular Series of Securities; andor (m) to comply with the rules or regulations of any securities exchange or automated quotation system on which any requirements of the Securities may be listed SEC in order to effect or tradedmaintain the qualification of this Indenture under the TIA.

Without Consent of Holders. Unless otherwise specified for a particular Series by a Board Resolution, a supplemental indenture or an Officers’ Certificate, the The Company and the Trustee may amend or supplement this Indenture or the Securities of one any series without notice to or more Series without the consent of any HolderSecurityholder: (a1) to evidence the succession of another person to the Company under this Indenture and the Securities and the assumption by cure any such Successor Person of the obligations of the Company hereunder and under the Securitiesambiguity, defect or inconsistency; (b2) to comply with Section 5.01; (3) to establish the form or terms of Securities of any series as permitted by Sections 2.01 and 2.02; (4) to add to the covenants of the Company for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender any right or power herein conferred upon the Company provided such action does not adversely affect the interests of the HoldersCompany; (c5) to add any additional Events of DefaultDefault (and if such Events of Default are to be applicable to less than all series of Securities, stating that such Events of Default are expressly being included solely to be applicable to such series); (d6) to change or eliminate any of the provisions of this Indenture, provided that, except as otherwise contemplated by Section 2.02(14), any such change or elimination shall become effective only when there is no Security outstanding of any series created prior thereto which is entitled to the benefit of such provision; (7) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of provide for uncertificated Securities in uncertificated form;addition to certificated Securities (so long as any "registration-required obligation" within the meaning of Section 163(f)(2) of the (e) 8) to add tomake any change that, change or eliminate any in the opinion of the provisions Board of this Indenture in respect of one or more series of SecuritiesDirectors, provided that any such addition, change or elimination (A) shall neither (i) apply to any Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor (ii) modify does not materially adversely affect the rights of the Holder of any such Security with respect to such provision or (B) shall become effective only when there is no such Security Outstanding;Securityholder; or (f9) to establish the forms or terms comply with any requirement of the Securities SEC in connection with the qualification of any series issued pursuant to the terms hereof; (g) to cure any ambiguity or correct any inconsistency in this Indenture; (h) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee; (i) to qualify this Indenture under the Trust Indenture Act; (j) to provide for uncertificated securities in addition to certificated securities; (k) to supplement any provisions of this Indenture necessary to permit or facilitate the defeasance and discharge of any series of Securities, provided that such action does not adversely affect the interests of the Holders of Securities of such series or any other series; (l) to conform the Indenture to any Description of Securities for a particular Series of Securities; and (m) to comply with the rules or regulations of any securities exchange or automated quotation system on which any of the Securities may be listed or tradedTIA.

Without Consent of Holders. Unless otherwise specified for a particular Series by a Board Resolution, a supplemental indenture or an Officers’ CertificateThe Company, the Company Subsidiary Guarantors and the Trustee may amend or supplement this Indenture or the Securities of one or more Series without the consent of any Holder: (a) to evidence the succession of another person Person to the Company under this Indenture and the Securities or a Subsidiary Guarantor pursuant to Article Five and the assumption by any such Successor Person successor of the Company’s or such Subsidiary Guarantor’s covenants, agreements and obligations of the Company hereunder in this Indenture and under in the Securities; (b) to provide for the issuance of additional Securities in accordance with the limitations set forth herein; (c) to surrender any right or power conferred upon the Company or any Subsidiary Guarantor by this Indenture, to add to the covenants of the Company or any Subsidiary Guarantor such further covenants, restrictions, conditions or provisions for the benefit protection of the Holders of all or any series Series of Securities (and if such covenants are as the Board of Directors of the Company shall consider to be for the benefit protection of less than all series the Holders of such Securities, stating that such covenants are expressly being included for and to make the benefit of such series) or to surrender any right or power herein conferred upon the Company provided such action does not adversely affect the interests of the Holders; (c) to add any additional Events of Default; (d) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest couponsoccurrence, or to permit or facilitate the issuance occurrence and continuance, of Securities in uncertificated form; (e) to add to, change or eliminate any of the provisions of this Indenture a default in respect of one or more series of Securities, provided that any such additionadditional covenants, change restrictions, conditions or elimination (A) shall neither (i) apply to any Security provisions a Default or an Event of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor (ii) modify the rights of the Holder of any such Security Default under this Indenture; provided, however, that with respect to any such provision additional covenant, restriction, condition or (B) shall become effective only when there is no provision, such Security Outstanding; (f) amendment may provide for a period of grace after default, which may be shorter or longer than that allowed in the case of other Defaults, may provide for an immediate enforcement upon such Default, may limit the remedies available to establish the forms Trustee upon such Default or terms may limit the right of Holders of a majority in aggregate principal amount of the Securities of any series issued pursuant Series to the terms hereofwaive such default; (gd) to cure any ambiguity or correct or supplement any inconsistency provision contained in this Indenture; (h) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee , in any supplemental indenture or in any Securities that may be defective or inconsistent with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee; (i) to qualify this Indenture under the Trust Indenture Act; (j) to provide for uncertificated securities in addition to certificated securities; (k) to supplement any provisions of this Indenture necessary to permit or facilitate the defeasance and discharge of any series of Securities, provided that such action does not adversely affect the interests of the Holders of Securities of such series or any other seriesprovision contained therein; (l) to conform the Indenture to any Description of Securities for a particular Series of Securities; and (m) to comply with the rules or regulations of any securities exchange or automated quotation system on which any of the Securities may be listed or traded.

Without Consent of Holders. Unless otherwise specified for a particular Series by a Board Resolution, a supplemental indenture or an Officers’ CertificateThe Company, the Company Guarantor and the Trustee may amend or supplement this Indenture or the Securities of one or more a Series without the notice to or consent of any HolderHolder of such Series: (a1) to evidence the succession of another person to the Company under this Indenture and the Securities and the assumption by cure any such Successor Person of the obligations of the Company hereunder and under the Securitiesambiguity, omission, defect or inconsistency; (b2) to add covenants make any change that does not, in the good faith opinion of the Company for the benefit Board of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of SecuritiesDirectors, stating that such covenants are expressly being included for the benefit of such series) or to surrender any right or power herein conferred upon the Company provided such action does not adversely affect the interests of the HoldersHolders of affected Securities in any material respect.; (c3) to comply with Article Five; (4) to provide any security for or Guarantees of such Securities; (5) to add any additional Events of DefaultDefault with respect to such Securities; (d6) to add covenants that would benefit the Holders of affected Securities or to surrender any rights or powers the Company has under this Indenture; (7) to provide for uncertificated Securities in addition to or in place of certificated Securities; (8) to add to or change any of the provisions of this the Indenture to such extent as shall be necessary to permit or facilitate the issuance of the Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in uncertificated form; (e9) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securitiesthe Indenture, provided provided, however, that any such addition, change or elimination (A) shall neither (i) apply to any Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor (ii) modify the rights of the Holder of any such Security with respect to such provision or (B) shall become effective only when there is no Security outstanding of any Series created prior to the execution of such Security Outstandingamendment or supplemental indenture which is entitled to the benefit of such provision; (f10) to establish the forms form or terms of the Securities of any series issued pursuant to the terms hereof; (g) to cure any ambiguity or correct any inconsistency in Series as permitted by this Indenture; (h11) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee trustee with respect to the Securities of one or more series 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 under this Indenture by more than one Trustee;trustee, pursuant to the requirements of this Indenture; or (i12) to qualify this make any change necessary for the registration of any Securities under the Securities Act or to comply with the TIA, or to comply with any requirement of the SEC in connection with the qualification of the Indenture under the Trust Indenture Act; (j) to provide for uncertificated securities in addition to certificated securities; (k) to supplement any provisions of this Indenture necessary to permit or facilitate the defeasance and discharge of any series of SecuritiesTIA; provided, provided however, that such action modification or amendment does not not, in the good faith opinion of the Company's board of directors and the Trustee, adversely affect the interests of the Holders of affected Securities in any material respect. After an amendment under this Section 10.01 becomes effective, the Company shall mail notice of such series or any other series; (l) amendment to conform the Indenture to any Description of Securities for a particular Series of Securities; and (m) to comply with the rules or regulations of any securities exchange or automated quotation system on which any of the Securities may be listed or tradedHolders.

Without Consent of Holders. Unless otherwise specified for a particular Series by a Board Resolution, a supplemental indenture or an Officers’ Certificate, the The Company and the Trustee may from time to time and at any time amend or supplement this Indenture or the Securities of one or more Series Indenture, without the consent of the Holders of Debentures of any Holderaffected series then outstanding, for one or more of the following purposes: (a) to evidence the succession of another person Person to the Company under this Indenture and the Securities Company, or successive successions, and the assumption by any such Successor the successor Person of the covenants, agreements and obligations of the Company hereunder and under the Securitiespursuant to Article X hereof; (b) to add to the covenants of the Company for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included for the benefit of such series) or to surrender any right or power herein conferred upon to the Company, such further covenants, restrictions, conditions or surrender of rights or power by the Company for the protection of the Holders of the Debentures of such series as the Board of Directors and the Trustee shall consider to be for the protection of such Holders, 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 with respect to such series of Debentures permitting the enforcement of all or any of the remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant, restriction or condition such amendment 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 50 58 remedies available to the Trustee upon such default; (c) to provide for the issuance under this Indenture of Debentures of any series with coupons (including Debentures registerable as to principal only) and to provide for exchangeability of such Debentures with the Debentures of such series issued hereunder in fully registered form and to make all appropriate changes for such purpose; (d) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture 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; provided that any such action does shall not materially adversely affect the interests of the Holders; (c) to add any additional Events Holders of Default; (d) to add to or change any Debentures of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in uncertificated formseries; (e) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities, provided that any such addition, change or elimination (A) shall neither (i) apply to any Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor (ii) modify the rights of the Holder of any such Security with respect to such provision or (B) shall become effective only when there is no such Security Outstanding; (f) to establish the forms or terms of the Securities of any series issued pursuant to the terms hereof; (g) to cure any ambiguity or correct any inconsistency in this Indenture; (h) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee trustee with respect to the Securities such series of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one TrusteeDebentures; (if) to qualify make provision for transfer procedures, certification, book-entry provisions and all other matters required pursuant to this Indenture under or otherwise necessary, desirable or appropriate in connection with the Trust Indenture Act; (j) to provide for uncertificated securities in addition to certificated securities; (k) to supplement any provisions issuance of this Indenture necessary to permit or facilitate the defeasance and discharge of any such series of Securities, Debentures; provided that any such action does shall not materially adversely affect the interests of the Holders of Securities of such series or any other seriesof Debentures; (lg) to conform qualify or maintain qualification of this Indenture under the Trust Indenture to any Description of Securities for a particular Series of SecuritiesAct; andor (mh) to comply make any change that does not adversely affect the rights of any such Holder in any material respect. The Trustee is hereby authorized to join with the rules or regulations Company in the execution of any securities exchange or automated quotation system on supplemental indenture to effect such amendment, to make any further appropriate agreements and stipulations which any of the Securities may be listed 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 tradedimmunities under this Indenture or otherwise.

Without Consent of Holders. Unless otherwise specified for a particular Series by a Board Resolution, a supplemental indenture or an Officers’ CertificateThe Company, the Company Guarantor and the Trustee may amend or supplement this Indenture Indenture, the Guarantee or the Securities of one any series without notice to or more Series without the consent of any Holder: (a) to evidence the succession of another person to the Company under cure any ambiguity, defect or inconsistency in this Indenture and the Securities and the assumption by any such Successor Person of the obligations of the Company hereunder and under the Securities; (b) to add covenants of the Company for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating Indenture; provided that such covenants are expressly being included for the benefit of such series) amendments or to surrender any right or power herein conferred upon the Company provided such action does supplements shall not materially and adversely affect the interests of the Holders; (b) to comply with Sections 5.1 and 5.3; (c) to add comply with any additional Events requirements of Defaultthe Commission in connection with the qualification of this Indenture under the Trust Indenture Act; (d) to add evidence and provide for the acceptance of appointment hereunder with respect to the Securities of any or all series by a successor Trustee; (e) to establish the form or forms or terms of Securities of any series or of the coupons appertaining to such Securities as permitted by Section 2.3; (f) to provide for uncertificated Securities and to make all appropriate changes for such purpose; (g) to provide for a further guarantee from a third party on outstanding Securities of any series and the Securities of any series that may be issued under this Indenture; (h) to change or eliminate any provision of this Indenture; provided that any such change or elimination shall become effective only when there are no outstanding Securities of any series created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision; (i) to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in uncertificated form; (e) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities, provided that any such addition, change or elimination (A) shall neither (i) apply to any Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor (ii) modify the rights of the Holder of any such Security with respect to such provision or (B) shall become effective only when there is no such Security Outstanding; (f) to establish the forms or terms of the Securities of any series issued pursuant to the terms hereof; (g) to cure any ambiguity or correct any inconsistency in this Indenture; (h) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee; (i) to qualify this Indenture under the Trust Indenture Act; (j) to provide for uncertificated securities in addition to certificated securities; (k) to supplement any provisions of this Indenture necessary to permit or facilitate the defeasance and discharge of any series of SecuritiesSecurities pursuant to Sections 9.1, 9.2 and 9.3, provided that any such action does shall not adversely affect the interests of the Holders of Securities of such series or any other series;series of Securities in any material respect; or (lj) to conform make any change that does not materially and adversely affect the Indenture to any Description of Securities for a particular Series of Securities; and (m) to comply with the rules or regulations rights of any securities exchange or automated quotation system on which any of the Securities may be listed or tradedHolder.

Without Consent of Holders. Unless otherwise specified for a particular Series by a Board Resolution, a supplemental indenture or an Officers’ CertificateWithout the consent of any Holders, the Company Companies, when authorized by Board Resolutions, and the Trustee Trustee, at any time and from time to time, may amend or supplement this Indenture or the Securities for any of one or more Series without the consent of any Holderfollowing purposes: (a1) to cure any ambiguity, defect or inconsistency; or (2) to provide for uncertificated Securities in addition to or in place of certificated Securities; or (3) to evidence the succession of another person Person to the either Company under in accordance with this Indenture and the Securities and the assumption by any such Successor Person successor of the obligations covenants of the such Company hereunder herein and under in the Securities;; or (b) to add covenants of the Company for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included for the benefit of such series) or to surrender any right or power herein conferred upon the Company provided such action does not adversely affect the interests of the Holders; (c) to add any additional Events of Default; (d4) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in uncertificated form;; or (e5) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities, provided that any such addition, change or elimination (A) shall neither (i) apply to any Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor (ii) modify the rights of the Holder of any such Security with respect to such provision or (B) shall become effective only when there is no such Security Outstanding;; or (f6) to establish make any change that would provide any additional rights or benefits to the forms or terms Holders of the Securities or that does not adversely affect the legal rights of any series issued pursuant to the terms hereof;Holder; or (g7) to cure any ambiguity comply with the requirements of the Commission in order to effect or correct any inconsistency in maintain the qualification of this Indenture; (h) Indenture under the Trust Indenture Act or to evidence and or provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee;, pursuant to the requirements of SECTION 7.11; or (i8) to secure the Securities; or (9) to qualify this Indenture under establish the Trust Indenture Act; (j) to provide for uncertificated securities in addition to certificated securities; (k) to supplement any provisions form or terms of this Indenture necessary to permit or facilitate the defeasance and discharge Securities of any series of Securities, provided that such action does not adversely affect the interests of the Holders of Securities of such series or any other series; (l) to conform the Indenture to any Description of Securities for a particular Series of Securities; and (m) to comply with the rules or regulations of any securities exchange or automated quotation system on which any of the Securities may be listed or tradedas permitted by SECTIONS 2.01 and 3.01.

Without Consent of Holders. Unless otherwise specified for a particular Series by a Board Resolution, a supplemental indenture or an Officers’ Certificate, the The Company and the Trustee as to any series of Securities may supplement or amend or supplement this Indenture or the Securities of one without notice to or more Series without the consent of any HolderSecurityholder: (a1) to evidence the succession of another person to the Company under this Indenture and the Securities and the assumption by cure any such Successor Person of the obligations of the Company hereunder and under the Securitiesambiguity, defect or inconsistency; (b2) to comply with Article 5; (3) to comply with any requirements of the Commission in connection with the qualification of this Indenture under the TIA; (4) to add covenants of the Company for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included for the benefit of such series) or to surrender any right or power herein conferred upon the Company provided such action does not adversely affect the interests of the Holders; (c) to add any additional Events of Default; (d) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of of, or to liberalize the terms of, Securities issued in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in uncertificated form, provided that this action will not adversely affect the interests of the Holders of the Securities of any series in any material respect; (e5) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities; provided, provided however, that any such addition, change or elimination (A) shall neither (i) apply to any Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor (ii) modify the rights of the Holder of any such Security with respect to such provision provision; or (B) shall become effective only when there is no outstanding Security of any series created prior to the execution of such Security Outstandingsupplemental indenture and entitled to the benefit of such provision; (f6) to add to existing covenants additional covenants for the benefit of the Holders of all or any series of Securities, to surrender any right or power conferred upon the Company in this Indenture, or to add events of default for the benefit of Holders of all or any series of Securities; (7) to secure previously unsecured Securities; (8) to make any change that does not adversely affect in any material respect the interests of the Securityholders of any series; (9) to establish additional series of Securities as permitted by Section 2.01; (10) to establish the forms form or terms of the Securities of any series issued pursuant to series, including the terms hereofprovisions and procedures, if applicable, for the conversion or exchange of the Securities into other securities or property; (g) to cure any ambiguity or correct any inconsistency in this Indenture; (h11) to evidence and provide for the acceptance or appointment of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder under this Indenture by more than one Trustee; (i12) to qualify make any provision with respect to the conversion or exchange of rights of Holders pursuant to the requirements of this Indenture; (13) to close this Indenture with respect to the authentication and delivery of additional series of Securities or to qualify, or maintain qualification of, this Indenture under the Trust Indenture Act;TIA; or (j) to provide for uncertificated securities in addition to certificated securities; (k14) to supplement any of the provisions of this Indenture to the extent necessary to permit or facilitate the defeasance and discharge of any series of Securities, provided that such the action does shall not adversely affect the interests of the Holders of Securities of such any series or in any other series; (l) to conform the Indenture to any Description of Securities for a particular Series of Securities; and (m) to comply with the rules or regulations of any securities exchange or automated quotation system on which any of the Securities may be listed or tradedmaterial respect.

Without Consent of Holders. Unless otherwise specified for a particular Series by a Board Resolution, a supplemental indenture or an Officers’ Certificate, the The Company and the Trustee may amend or supplement this Indenture or the Securities of one any series without notice to or more Series without the consent of any Holder: (a) to evidence the succession of another person to the Company under cure any ambiguity, defect or inconsistency in this Indenture and the Securities and the assumption by any such Successor Person of the obligations of the Company hereunder and under the Securities; (b) to add covenants of the Company for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating Indenture; provided that such covenants are expressly being included for the benefit of such series) amendment or to surrender any right or power herein conferred upon the Company provided such action does supplement shall not materially and adversely affect the interests of the Holders; (b) to evidence the succession of another Person to the Company and the assumption by any such successor of the covenants of the Company contained in this Indenture and the Securities pursuant to the obligations set forth in Article 5; (c) to add comply with any additional Events requirements of Defaultthe Commission in connection with the qualification of this Indenture under the Trust Indenture Act; (d) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in uncertificated form; (e) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities, provided that any such addition, change or elimination (A) shall neither (i) apply to any Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor (ii) modify the rights of the Holder of any such Security with respect to such provision or (B) shall become effective only when there is no such Security Outstanding; (f) to establish the forms or terms of the Securities of any series issued pursuant to the terms hereof; (g) to cure any ambiguity or correct any inconsistency in this Indenture; (h) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one any or more all series by a successor Trustee 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 7.09; (e) to establish the form or forms or terms of Securities of any series or of the coupons appertaining to such Securities as permitted by Section 2.03; (f) to provide for uncertificated or Unregistered Securities and to make all appropriate changes for such purpose; (g) to add to the covenants for the benefit of Holders of Securities or to surrender any right or power conferred upon the Company in this Indenture, provided that such action shall not adversely affect the interests of Holders of Securities; (h) to add any Events of Default with respect to all or any series of the Securities; (i) to qualify this Indenture under delete or modify any Events of Default with respect to all or any series of the Trust Indenture ActSecurities, the form and terms of which are being established pursuant to such supplemental indenture as permitted in Sections 2.01, 2.02 and 2.03 (and, if any such Event of Default is applicable to fewer than all such series of the Securities, specifying the series to which such Event of Default is applicable) and to specify the rights and remedies of the Trustee and the Holders of such Securities in connection therewith; (j) to provide for uncertificated securities in addition to certificated securitiessecure the Securities; (k) to supplement establish the form of any provisions of this Indenture necessary Securities and to permit or facilitate provide for the defeasance and discharge issuance of any series of Securities, provided that such action does not adversely affect Securities under this Indenture and to set forth the interests of the Holders of Securities of such series or any other series;terms thereof; and (l) to conform make any change that does not materially and adversely affect the Indenture to any Description of Securities for a particular Series of Securities; and (m) to comply with the rules or regulations rights of any securities exchange Holder. After an amendment or automated quotation system on which any supplement under this Section 9.01 becomes effective, the Company shall give to the Holders affected thereby a notice briefly describing the amendment or supplement. The Company will mail supplemental indentures to Holders upon request. Any failure of the Securities may be listed Company to mail such notice, or tradedany defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Without Consent of Holders. Unless otherwise specified for a particular Series by a Board Resolution, a supplemental indenture or an Officers’ Certificate, the The Company and the Trustee may modify and amend or supplement this Indenture or the Securities of one or more Series without the consent of any Holder, for any of the following purposes: (i) to cure any ambiguity, omission, defect or inconsistency in this Indenture; (ii) to comply with Section 5.01; (iii) (a) to evidence the succession of another person to the Company under this Indenture and the provide for uncertificated Securities and the assumption by any such Successor Person of the obligations of the Company hereunder and under the Securities; or (b) to make any amendment relating to the transfer and legending of Securities; provided, however, that compliance with this Indenture as so amended would not result in Securities being transferred in violation of the Securities Act or any other applicable securities law; (iv) to secure the Securities under this Indenture; (v) to add to the covenants of the Company for the benefit of the Holders of all or any series of the Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included for the benefit of such series) or to surrender any right or power herein conferred upon the Company provided such action Company; (vi) to make any change that does not adversely affect the interests rights of any Holder of the HoldersSecurities in any material respect; (cvii) to add comply with any additional Events requirement of Defaultthe Commission in connection with the qualification of this Indenture under the Trust Indenture Act, if such qualification should be required; (d) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in uncertificated form; (eviii) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities, provided that any such addition, change or elimination (A) shall neither (i) apply to any Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor (ii) modify the rights of the Holder of any such Security with respect to such provision or (B) shall become effective only when there is no such Security Outstandingoutstanding; (fix) to establish the forms form or terms of the Securities of any series issued pursuant to the terms hereof;as permitted by Section 2.01; or (g) to cure any ambiguity or correct any inconsistency in this Indenture; (hx) to evidence and provide for the acceptance of the appointment hereunder by of a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee; (i) to qualify this Indenture under the Trust Indenture Act; (j) to provide for uncertificated securities in addition to certificated securities; (k) to supplement any provisions of this Indenture necessary to permit or facilitate the defeasance and discharge of any series of Securities, provided that such action does not adversely affect the interests of the Holders of Securities of such series or any other series; (l) to conform the Indenture to any Description of Securities for a particular Series of Securities; and (m) to comply with the rules or regulations of any securities exchange or automated quotation system on which any of the Securities may be listed or tradedSection 7.09.

Without Consent of Holders. Unless otherwise specified for a particular Series by a Board Resolution, a supplemental indenture or an Officers’ Certificate, the The Company and the Trustee may amend or supplement this Indenture indenture or the Securities of one or more Series without the consent of any Holderholder of a Security: (a) to cure any ambiguity or to correct or supplement any provision herein that may be inconsistent with any other provision herein in a manner that does not adversely affect the rights of any Holder of Securities in any material respect; or (b) to evidence the succession of another person Person to the Company under this Indenture and the Securities and the assumption by any such Successor Person successor of the obligations of the Company hereunder and under the Securities; (b) to add covenants of the Company herein and, to the extent applicable, to the Securities; or (c) to provide for uncertificated Securities in addition to or in place of certificated Securities; provided that the uncertificated Securities are issued in registered form for purposes of Section 163(f) of the Code, or in the manner such that the uncertificated Securities are described in Section 163(f)(2)(B) of the Code; or (d) to secure the Securities of any series; or (e) to add to the covenants of the Company such further covenants, restrictions, conditions or provisions as the Company shall consider to be appropriate for the benefit of the Holders of all or any series of Securities (and if such covenants covenants, restrictions, conditions or provisions are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender any right or power herein conferred upon the Company and to make the occurrence, or the occurrence and continuance, of a Default in any such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, that in respect of any such action additional covenant, restriction, condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an Event of Default or may limit the remedies available to the Trustee upon such an Event of Default or may limit the right of the Holders of a majority in aggregate principal amount of the Securities of such series to waive such an Event of Default; or (f) to make any change to any provision of this Indenture that does not adversely affect the rights or interests of the Holders;any Holder of Securities; or (cg) to provide for the issuance of additional Securities in accordance with the provisions set forth in this Indenture on the date of this Indenture; or (h) to add any additional Defaults or Events of Default;Default in respect of all or any series of Securities; or (di) to add to to, change or change eliminate any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in uncertificated form;; or (ej) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities, Indenture; provided that any such addition, change or elimination (A) shall neither (i) apply to any become effective only when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture and that is entitled to the benefit of such provision nor (ii) modify the rights of the Holder of any such Security with respect to such provision or (B) shall become effective only when there is no such Security Outstanding;provision; or (fk) to establish the forms form or terms of the Securities of any series issued pursuant as permitted by Section 2.1 and Section 3.1, including to the terms hereof;reopen any series of any Securities as permitted under Section 3.1; or (g) to cure any ambiguity or correct any inconsistency in this Indenture; (hl) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee;, pursuant to the requirements of Section 6.11(b); or (im) to qualify conform the text of this Indenture (and/or any supplemental indenture) or any debt securities issued thereunder to any provision of a description of such debt securities appearing in a prospectus or prospectus supplement or an offering memorandum or offering circular to the extent that such provision was intended to be a verbatim recreation of a provision of the indenture (and/or any supplemental indenture) or any debt securities issued thereunder; or (n) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the Trust Indenture Act; (j) Act or under any similar federal statute subsequently enacted, and to provide for uncertificated securities in addition add to certificated securities; (k) to supplement any provisions of this Indenture necessary such other provisions as may be expressly required under the Trust Indenture Act. After an amendment under this Section 9.1 becomes effective, the Company shall mail to permit Holders a notice briefly describing such amendment. The failure to give such notice to Holders, or facilitate any defect therein, shall not impair or affect the defeasance and discharge validity of an amendment under this Section 9.1. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any series of Securitiessuch amended or supplemental indenture, provided that such action does not adversely affect the interests of the Holders of Securities of such series or any other series; (l) Trustee is hereby authorized to conform the Indenture to any Description of Securities for a particular Series of Securities; and (m) to comply join with the rules or regulations Company in the execution of any securities exchange or automated quotation system on which such supplemental indenture, to make any of the Securities further appropriate agreements and stipulations that may be listed therein contained and to accept the conveyance, transfer, assignment, mortgage, charge or tradedpledge of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture that affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders. Unless otherwise specified for a particular Series by a Board Resolution, a supplemental indenture or an Officers’ Certificate, the The Company and the Trustee may amend or supplement this the Indenture or the Securities of one without prior notice to, or more Series without the consent of of, any Holder: (a) to evidence the succession of another person to the Company under this Indenture and the Securities Company, in accordance with Section 6.01(a), and the assumption by any such Successor Person other successor of the obligations of Company's covenants contained in the Company hereunder Indenture and under the Securities; (b) to add to the covenants of the Company for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included for the benefit of such series) or to surrender any right or power herein conferred upon the Company provided such action does not adversely affect the interests of the HoldersCompany; (c) to add any additional Events of Defaulta guarantor; (d) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in uncertificated form; (e) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities, provided that any such addition, change or elimination (A) shall neither (i) apply to any Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor (ii) modify the rights of the Holder of any such Security with respect to such provision or (B) shall become effective only when there is no such Security Outstanding; (f) to establish the forms or terms of the Securities of any series issued pursuant to the terms hereof; (g) to cure any ambiguity or correct any inconsistency in this Indenture; (h) to evidence and provide for the acceptance of appointment hereunder under the Indenture by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this the Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder thereunder by more than one Trustee; (ie) to qualify this cure any ambiguity or to correct or supplement any provision in the Indenture which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under the Trust Indenture Actwhich shall not adversely affect the interests of the Holders in any material respect; (jf) to provide for uncertificated securities in addition add any additional Events of Default with respect to certificated securitiesany of the Securities; (kg) to supplement any of the provisions of this the Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Securitiesthe Securities hereunder; provided, provided however, that any such action does shall not adversely affect the interests of the Holders any Holder in any material respect, as evidenced by an opinion of Securities of such series or any other seriescounsel; (lh) to conform make provisions with respect to conversion or exchange rights of Holders; provided, however, that any such action shall not adversely affect the interests of any Holder in any material respect; or (i) to maintain the qualification of the Indenture to any Description of Securities for a particular Series of Securities; and (m) to comply with under the rules or regulations of any securities exchange or automated quotation system on which any of the Securities may be listed or traded.Trust Indenture Act

Without Consent of Holders. Unless otherwise specified for a particular Series by The Company (when authorized pursuant to a Board Resolution, a supplemental indenture or an Officers’ Certificate), the Company Guarantor, (when authorized pursuant to a Board Resolution), and the Trustee may amend enter into one or supplement this Indenture more supplemental indentures without consent of any Securityholder for any of the following purposes: (1) to cure any ambiguity, defect, or inconsistency herein, in any supplemental indenture, in the Securities of one any Series or more Series without in the consent Guarantees; (2) to comply with Article 5; (3) to make any change that does not adversely affect the rights of any Holder:Holder of Securities; (a4) to add to the rights of Holders of any Securities; (5) to secure the Securities pursuant to Section 4.03. (6) to evidence the succession of another person to the Company under this Indenture and or the Securities Guarantor, and the assumption by any such Successor Person successor of the obligations of the Company hereunder and under the Securities; (b) to add covenants of the Company for or the benefit of Guarantor, as the Holders of all or any series of Securities (case may be, contained herein and if such covenants are to be for in the benefit of less than all series of Securities, stating that such covenants are expressly being included for the benefit of such series) or to surrender any right or power herein conferred upon the Company provided such action does not adversely affect the interests of the Holders;; or (c) to add any additional Events of Default; (d) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in uncertificated form; (e) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities, provided that any such addition, change or elimination (A) shall neither (i) apply to any Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor (ii) modify the rights of the Holder of any such Security with respect to such provision or (B) shall become effective only when there is no such Security Outstanding; (f7) to establish the forms form or terms of the Securities of any series issued pursuant to the terms hereof;Series; or (g) to cure any ambiguity or correct any inconsistency in this Indenture; (h) 8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series Series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee;; or (i) to qualify this Indenture under the Trust Indenture Act; (j) to provide for uncertificated securities in addition to certificated securities; (k9) to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series Series of Securities, provided that any such action does shall not adversely affect the interests of the Holders any Holder of Securities a Security of such series Series or any other series; (l) to conform the Indenture to Security in any Description of Securities for a particular Series of Securities; and (m) to comply with the rules or regulations of any securities exchange or automated quotation system on which any of the Securities may be listed or tradedmaterial respect.

Without Consent of Holders. Unless Except as otherwise specified for a particular Series provided as contemplated by a Board Resolution, a supplemental indenture or an Officers’ CertificateSection 2.1 with respect to the Securities of any series, the Company and the Trustee may amend or supplement this Indenture or the Securities of one without notice to or more Series without the consent of any Holder: (a1) to evidence the succession cure any ambiguity, defect or inconsistency; (2) to provide for uncertificated Securities in addition to or in place of another person to the Company under this Indenture and the Securities and the assumption by any such Successor Person of the obligations of the Company hereunder and under the certificated Securities; (b3) to establish the form or terms of Securities of any series as permitted by Section 2.1; (4) to provide for the assumption of the Company’s obligations to Holders of Securities of any series in the case of a merger or consolidation or sale of all or substantially all of the Company’s properties or assets, as applicable; (5) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act; (6) to make any change that would provide any additional rights or benefits to the Holders of Securities of any series or that does not materially adversely affect the legal rights under this Indenture of any such Holder; (7) to add to the covenants of the Company for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) ), or to surrender any right or power herein conferred upon the Company provided such action does not adversely affect the interests of the HoldersCompany; (c) 8) to add any additional Events of DefaultDefault with respect to all or any series of the Securities (and, if any such Event of Default is applicable to less than all series of Securities, specifying the series to which such Event of Default is applicable); (d9) to add 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 outstanding Security of any series created prior to the execution of such amendment or supplemental indenture that is adversely affected in any material respect by such change in or elimination of such provision; (10) to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance defeasance and discharge of any series of Securities pursuant to Section 8.1; provided, however, that any such action shall not adversely affect the interest of the Holders of Securities of such series or any other series of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in uncertificated formany material respect; (e11) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities, provided that any such addition, change or elimination (A) shall neither (i) apply to any Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor (ii) modify the rights of the Holder of any such Security with respect to such provision or (B) shall become effective only when there is no such Security Outstanding; (f) to establish the forms or terms of secure the Securities of any series issued pursuant to the terms hereofseries; (g) to cure any ambiguity or correct any inconsistency in this Indenture; (h12) to evidence and provide for the acceptance under this Indenture of appointment hereunder by a successor Trustee with respect to the Securities of one or more series trustee and to add to or change any of the such provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder thereunder by more than one Trustee;trustee; or (i) to qualify this Indenture under the Trust Indenture Act; (j) to provide for uncertificated securities in addition to certificated securities; (k) to supplement any provisions of this Indenture necessary to permit or facilitate the defeasance and discharge of any series of Securities, provided that such action does not adversely affect the interests of the Holders of Securities of such series or any other series; (l13) to conform the text of this Indenture or any Securities to the description thereof in any Description prospectus or prospectus supplement of the Company with respect to the offer and sale of Securities for a particular Series of Securities; and (m) to comply with the rules or regulations of any securities exchange series, to the extent that such provision is inconsistent with a provision of this Indenture or automated quotation system on which the Securities, as provided in an Officers’ Certificate. After an amendment under this Indenture becomes effective, the Company is required to mail to the Holders of each Security affected thereby a notice briefly describing such amendment. However, the failure to give such notice to all the Holders of each Security affected thereof, or any defect therein, will not impair or affect the validity of the Securities may be listed amendment or tradedsupplemental indenture under this Section 9.1.

Without Consent of Holders. Unless otherwise specified for a particular Series by a Board Resolution, a supplemental indenture or an Officers’ Certificate, the The Company and the Trustee may amend or supplement this Indenture or the Securities of one or more Series waive any provision hereof or thereof without the consent of any Holder: (a1) to evidence cure any ambiguity, omission, defect or inconsistency; (2) to comply with Section 5.01; (3) to provide for uncertificated Securities in addition to or in place of certificated Securities, or to provide for the succession issuance of another person bearer Securities (with or without coupons); (4) to the Company under this Indenture and the Securities and the assumption by provide any such Successor Person security for, or to add any guarantees of the obligations or additional obligors on, any series of the Company hereunder and under the Securities; (b5) to comply with any requirement in order to effect or maintain the qualification of this Indenture under the TIA; (6) to add to the covenants of the Company for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) ), or to surrender any right or power herein conferred upon the Company provided such action does not adversely affect the interests of the HoldersCompany; (c7) to add any additional Events of DefaultDefault with respect to all or any series of the Securities (and, if any Event of Default is applicable to less than all series of Securities, specifying the series to which such Event of Default is applicable); (d8) 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 outstanding Security of any series created prior to the execution of such amendment or supplemental indenture that is adversely affected in any material respect by such change in or elimination of such provision; provided, further, that any change made solely to conform the provisions of this Indenture to the description of any Security in a prospectus supplement will not be deemed to adversely affect any Security of any series in any material respect; (9) to add establish the form or terms of Securities of any series as permitted by Section 2.01; (10) to or change supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance defeasance and discharge of any series of Securities pursuant to Section 8.01; provided, however, that any such action shall not adversely affect the interest of the Holders of Securities of such series or any other series of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in uncertificated form;any material respect; or (e) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities, provided that any such addition, change or elimination (A) shall neither (i) apply to any Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor (ii) modify the rights of the Holder of any such Security with respect to such provision or (B) shall become effective only when there is no such Security Outstanding; (f) to establish the forms or terms of the Securities of any series issued pursuant to the terms hereof; (g) to cure any ambiguity or correct any inconsistency in this Indenture; (h11) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee; (i) , pursuant to qualify this Indenture under the Trust Indenture Act; (j) requirements of Section 7.08. Upon the request of the Company, accompanied by a Board Resolution, and upon receipt by the Trustee of the documents described in Section 9.06, the Trustee shall, subject to provide for uncertificated securities Section 9.06, join with the Company in addition to certificated securities; (k) to supplement the execution of any provisions supplemental indenture authorized or permitted by the terms of this Indenture necessary to permit or facilitate the defeasance and discharge of make any series of Securities, provided further appropriate agreements and stipulations that such action does not adversely affect the interests of the Holders of Securities of such series or any other series; (l) to conform the Indenture to any Description of Securities for a particular Series of Securities; and (m) to comply with the rules or regulations of any securities exchange or automated quotation system on which any of the Securities may be listed or tradedtherein contained.

Without Consent of Holders. Unless otherwise specified for a particular Series by a Board Resolution, a supplemental indenture or an Officers’ Certificate, the The Company and the Trustee may amend or supplement this Indenture or the Securities of one or more Series without the consent of any Holder: (a) to evidence the succession of another person to the Company under this Indenture and the Securities and the assumption by any such Successor Person successor person of the obligations of the Company hereunder and under the Securities; (b) to add or remove covenants of the Company for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included for the benefit of such series) or to surrender any right or power herein conferred upon the Company provided such action does not adversely affect the interests of the HoldersCompany; (c) to add any additional Events of Default; (d) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in uncertificated form; (e) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities, provided that any such addition, change or elimination (A) shall neither (i) apply to any Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor (ii) modify the rights of the Holder of any such Security with respect to such provision or (B) shall become effective only when there is no such Security Outstanding; (f) to establish the forms or terms of the Securities of any series issued pursuant to the terms hereof; (g) to cure any ambiguity or correct any inconsistency in this Indenture or to make provisions with respect to matters or questions arising under this Indenture, provided such action shall not adversely affect the interests of the holders of Securities of any series in any material respect; (h) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee; (i) to qualify this Indenture under the Trust Indenture Act; (j) to provide for uncertificated securities in addition to certificated securities; (k) to supplement any provisions of this Indenture necessary to permit or facilitate the defeasance and discharge of any series of Securities, provided that such action does not adversely affect the interests of the Holders of Securities of such series or any other series; (l) to conform the Indenture to any Description of Securities for a particular Series of Securities; and (ml) to comply with the rules or regulations of any securities exchange or automated quotation system on which any of the Securities may be listed or traded.

Without Consent of Holders. Unless otherwise specified for a particular Series by a Board Resolution, a supplemental indenture or an Officers’ Certificate, the Company and the Trustee may amend or supplement this Indenture or the Securities of one or more Series without the consent of any Holder: (a) to evidence the succession of another person to the Company under this Indenture and the Securities and the assumption by any such Successor Person of the obligations of the Company hereunder and under the Securities; (b) to add covenants of the Company for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included for the benefit of such series) or to surrender any right or power herein conferred upon the Company provided such action does not adversely affect the interests of the Holders; (c) to add any additional Events of Default; (d) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in uncertificated form; (e) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities, provided that any such addition, change or elimination (A) shall neither (i) apply to any Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor (ii) modify the rights of the Holder of any such Security with respect to such provision or (B) shall become effective only when there is no No such Security Outstanding; (f) to establish the forms or terms of the Securities of any series issued pursuant to the terms hereof; (g) to cure any ambiguity or correct any inconsistency in this Indenture; (h) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee; (i) to qualify this Indenture under the Trust Indenture Act; (j) to provide for uncertificated securities in addition to certificated securities; (k) to supplement any provisions of this Indenture necessary to permit or facilitate the defeasance and discharge of any series of Securities, provided that such action does not adversely affect the interests of the Holders of Securities of such series or any other series; (l) to conform the Indenture to any Description of Securities for a particular Series of Securities; and (m) to comply with the rules or regulations of any securities exchange or automated quotation system on which any of the Securities may be listed or traded.

Without Consent of Holders. Unless otherwise specified for a particular Series by a Board ResolutionNotwithstanding Section 9.2 hereof, a supplemental indenture or an Officers’ Certificatethis Indenture, the Company Notes and Guarantee may be amended or supplemented by the Issuer, the Parent Guarantor (with respect to its Guarantee of the Notes) and the Trustee may amend without notice to or supplement this Indenture or the Securities of one or more Series without the consent of any Holder: (ai) to evidence cure any ambiguity, omission, mistake, defect or inconsistency; (ii) to conform the succession text of another person this Indenture (including any supplemental indenture or other instrument pursuant to which Notes are issued), the Guarantee or the Notes to the Company under this Indenture and the Securities and “Description of Notes” in any applicable offering document; (iii) to comply with Article IV; (iv) to provide for the assumption by any such Successor a successor Person of the obligations of the Company hereunder Issuer or the Parent Guarantor under this Indenture and under the SecuritiesNotes or Guarantee, as the case may be; (bv) to add guarantors with respect to the Notes of any series; (vi) to secure the Notes of any series; (vii) to confirm and evidence the release, termination or discharge of any Guarantee or lien with respect to or securing the Notes of any series when such release, termination or discharge is provided for under this Indenture or the Notes of such series; (viii) to add to the covenants of the Company Issuer such new covenants, restrictions, conditions or provisions for the benefit protection of the Holders of all Notes of any series, to make the occurrence, or the occurrence and continuance, of a default in any series such additional covenants, restrictions, conditions or provisions an event of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included for the benefit of such series) default or to surrender any right or power herein conferred upon the Company provided such action Issuer under this Indenture; (ix) to make any change that does not adversely affect the interests rights of any Holder in any material respect, as determined in good faith by the HoldersIssuer; (cx) to add comply with any additional Events requirement of Defaultthe SEC in connection with the qualification of this Indenture under the TIA; (dxi) to add make any amendment to or change any of the provisions of this Indenture relating to such extent the transfer and legending of Notes of any series as shall be necessary permitted by this Indenture, including, without limitation, to permit or facilitate the issuance and administration of the Notes; provided, however, that (i) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities in bearer form, registrable Act or any applicable securities law and (ii) such amendment does not registrable as materially and adversely affect the rights of Holders to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in uncertificated formtransfer Notes; (e) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities, provided that any such addition, change or elimination (A) shall neither (i) apply to any Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor (ii) modify the rights of the Holder of any such Security with respect to such provision or (B) shall become effective only when there is no such Security Outstanding; (f) to establish the forms or terms of the Securities of any series issued pursuant to the terms hereof; (g) to cure any ambiguity or correct any inconsistency in this Indenture; (hxii) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee, provided that the successor Trustee with respect is otherwise qualified and eligible to act as such under the Securities of one or more series and to add to or change any of the provisions terms of this Indenture or to make such changes as shall be necessary to provide for or facilitate the administration of the trusts hereunder in this Indenture by more than one Trustee;trustee; or (i) to qualify this Indenture under the Trust Indenture Act; (jxiii) to provide for uncertificated securities in addition to certificated securities; (k) to supplement any provisions or confirm the issuance of this Indenture necessary to permit Notes or facilitate the defeasance and discharge additional Notes of any series of Securities, provided that such action does not adversely affect the interests of the Holders of Securities of such series or any other series; (l) to conform the Indenture to any Description of Securities for a particular Series of Securities; and (m) to comply with the rules or regulations of any securities exchange or automated quotation system on which any of the Securities may be listed or traded.

Without Consent of Holders. Unless otherwise specified for a particular Series by a Board Resolution, a supplemental indenture or an Officers’ Certificate, the The Company and the Trustee may amend or supplement this Indenture or the Securities of one or more Series without the consent of any Holder: (a1) to evidence cure any ambiguity, omission, defect or inconsistency; (2) to comply with Section 5.01; (3) to provide for uncertificated Securities in addition to or in place of certificated Securities, or to provide for the succession issuance of another person bearer Securities (with or without coupons); (4) to the Company under this Indenture and the Securities and the assumption by provide any such Successor Person security for any series of the obligations of the Company hereunder and under the Securities; (b5) to comply with any requirement in order to effect or maintain the qualification of this Indenture under the TIA; (6) to add to the covenants of the Company for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) ), or to surrender any right or power herein conferred upon the Company provided such action does not adversely affect the interests of the HoldersCompany; (c7) to add any additional Events of DefaultDefault with respect to all or any series of the Securities (and, if such Events of Default are applicable to less than all series of Securities, specifying the series to which such Events of Default are applicable); (d8) 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 outstanding Security of any series created prior to the execution of such amendment or supplemental indenture that is adversely affected in any material respect by such change in or elimination of such provision; (9) to add establish the form or terms of Securities of any series as permitted by Section 2.01; (10) to or change supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance defeasance and discharge of any series of Securities pursuant to Section 8.01; provided, however, that any such action shall not adversely affect the interest of the Holders of Securities of such series or any other series of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in uncertificated form;any material respect; or (e) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities, provided that any such addition, change or elimination (A) shall neither (i) apply to any Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor (ii) modify the rights of the Holder of any such Security with respect to such provision or (B) shall become effective only when there is no such Security Outstanding; (f) to establish the forms or terms of the Securities of any series issued pursuant to the terms hereof; (g) to cure any ambiguity or correct any inconsistency in this Indenture; (h11) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee; (i) , pursuant to qualify this Indenture under the Trust Indenture Act; (j) requirements of Section 7.08. Upon the request of the Company, accompanied by a Board Resolution, and upon receipt by the Trustee of the documents described in Section 9.06, the Trustee shall, subject to provide for uncertificated securities Section 9.06, join with the Company in addition to certificated securities; (k) to supplement the execution of any provisions supplemental indenture authorized or permitted by the terms of this Indenture necessary and make any further appropriate agreements and stipulations that may be therein contained. After an amendment, supplement or waiver under this Section 9.01 becomes effective, the Company shall mail to permit or facilitate the defeasance and discharge of any series of Securities, provided that such action does not adversely affect the interests of the Holders of Securities each Security affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such series notice, or any other series; (l) to conform defect therein, shall not, however, in any way impair or affect the Indenture to any Description of Securities for a particular Series of Securities; and (m) to comply with the rules or regulations validity of any securities exchange such amendment, supplement or automated quotation system on which any of the Securities may be listed or tradedwaiver.

Without Consent of Holders. Unless otherwise specified for a particular Series by a Board Resolution, a supplemental indenture or an Officers’ Certificate, the Company The Issuers and the Trustee may amend or supplement this Indenture or the Securities of one or more Series without the consent of any HolderSecurityholder: (a) to evidence the succession of another person to the Company under this Indenture and the Securities and the assumption by cure any such Successor Person of the obligations of the Company hereunder and under the Securitiesambiguity, defect or inconsistency; (b) to add covenants of the Company for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included for the benefit of such series) or to surrender any right or power herein conferred upon the Company provided such action does not adversely affect the interests of the Holderscomply with Article V; (c) to add any additional Events provide for uncertificated Securities in addition to or in place of Defaultcertificated Securities; (d) to add to or make any change that does not materially adversely affect in any material respect the legal rights of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in uncertificated formany Securityholder; (e) to add toprovide for the issuance of and establish the form and terms and conditions of Securities of any Series as permitted by this Indenture; (f) in the case of subordinated Securities, to make any change or eliminate any of in the provisions of this Indenture in respect of one or more series of Securities, provided any supplemental indenture relating to subordination that any such addition, change would limit or elimination (A) shall neither (i) apply terminate the benefits available to any Security holder of any series created prior to the execution senior Debt under such provisions (but only if each such holder of such supplemental indenture and entitled to the benefit of such provision nor (ii) modify the rights of the Holder of any such Security with respect senior Debt consents to such provision or (B) shall become effective only when there is no such Security Outstanding; (f) to establish the forms or terms of the Securities of any series issued pursuant to the terms hereofchange); (g) to cure any ambiguity or correct any inconsistency in secure the Issuers’ obligations under the Securities and this Indenture; (h) to add to the Issuers’ covenants or obligations under this Indenture for the protection of the Holders or surrender any right, power or option conferred by this Indenture on the Issuers; (i) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series 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; (i) to qualify this Indenture under the Trust Indenture Act;; or (j) to provide for uncertificated securities comply with requirements of the SEC in addition order to certificated securities; (k) to supplement any provisions effect or maintain the qualification of this Indenture necessary to permit or facilitate under the defeasance and discharge of any series of Securities, provided that such action does not adversely affect the interests of the Holders of Securities of such series or any other series; (l) to conform the Indenture to any Description of Securities for a particular Series of Securities; and (m) to comply with the rules or regulations of any securities exchange or automated quotation system on which any of the Securities may be listed or tradedTIA.

Without Consent of Holders. Unless otherwise specified for a particular Series by a Board Resolution, a supplemental indenture or an Officers’ Certificate, the The Company and the applicable Trustee may amend or supplement this Indenture or Indenture, the Securities of one or more Series any Coupons without the consent of any Holder: (a) to evidence the succession of another person corporation to the rights of the Company under this Indenture and the Securities and the assumption by any such Successor Person successor of the covenants and obligations of the Company hereunder in this Indenture and under in the SecuritiesSecurities and Coupons, if any, issued hereunder; (b) to add to the covenants of the Company for the benefit of the Holders of all or any series of Securities and the Coupons, if any, appertaining thereto (and if such covenants are to be for the benefit of less than all series of Securitiesseries, stating that such covenants are expressly being included solely for the benefit of such series) ), or to surrender any right or power herein conferred in this Indenture upon the Company provided such action does not adversely affect the interests of the HoldersCompany; (c) to add any additional Events of DefaultDefault (and if such Events of Default are to be applicable to less than all series, stating that such Events of Default are expressly being included solely to be applicable to such series); (d) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance hereunder of Securities of any series in bearer form, registrable or not registrable as to principalregistrable, and with or without interest couponsCoupons, to permit Bearer Securities to be issued in exchange for Registered Securities, to permit Bearer Securities to be issued in exchange for Bearer Securities of other authorized denominations or to permit or facilitate the issuance of Securities of any series 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; (e) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of SecuritiesIndenture; provided, provided that any such addition, change or elimination (A) shall neither (i) apply to any will become effective only when there is no Outstanding Security issued hereunder or Coupon of any series created prior to the execution of such supplemental indenture and modification which is entitled to the benefit of such provision nor (ii) modify the rights of the Holder of any and as to which such Security with respect to such provision or (B) shall become effective only when there is no such Security Outstandingmodification would apply; (f) to establish the forms or terms of secure the Securities of any series issued pursuant to the terms hereofhereunder; (g) to cure supplement any ambiguity of the provisions of this Indenture to such extent as is necessary to permit or correct facilitate the defeasance and discharge of any inconsistency series of Securities, provided 90 that any such action will not adversely affect the interests of the Holders of Securities of such series or any other series of Securities issued under such Indenture or any related Coupons in this Indentureany material respect; (h) to establish the form or terms of Securities and Coupons, if any, as permitted by Sections 2.01 and 3.01 hereof; (i) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series of Securities and to add to or change any of the provisions of this Indenture as shall be is necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee; (i) Trustee pursuant to qualify this Indenture under the Trust Indenture Act;requirements of Section 6.11 hereof; or (j) to provide for uncertificated securities in addition cure any ambiguity, to certificated securities; (k) to correct or supplement any provisions provision in this Indenture which may be defective or inconsistent with any other provision herein, to eliminate any conflict between the terms of this Indenture necessary and the Securities issued hereunder and the Trust Indenture Act or to permit make any other provisions with respect to matters or facilitate the defeasance and discharge questions arising under this Indenture which will not be inconsistent with any provision of any series of Securitiesthis Indenture; provided, provided that such action does other provisions shall not adversely affect the interests of the Holders of Outstanding Securities of such series or any other series; (l) to conform the Indenture to any Description of Securities for a particular Series of Securities; and (m) to comply with the rules or regulations Coupons, if any, of any securities exchange or automated quotation system on which series created hereunder prior to such modification in any of the Securities may be listed or tradedmaterial respect.

Without Consent of Holders. Unless otherwise specified for a particular Series by a Board Resolution, a supplemental indenture or an Officers’ Certificate, the 44 The Company and the Debt Trustee may from time to time and at any time amend or supplement this Indenture or the Securities of one or more Series Indenture, without the consent of the Holders of Debt Securities of any Holderaffected series then outstanding, for one or more of the following purposes: (a) to evidence the succession of another person Person to the Company under this Indenture and the Securities Company, or successive successions, and the assumption by any such Successor the successor Person of the covenants, agreements and obligations of the Company hereunder and under the Securitiespursuant to Article X hereof; (b) to add to the covenants of the Company such further covenants, restrictions or conditions for the benefit protection of the Holders of all or any the Debt Securities of such series as the Board of Securities (Directors and if such covenants are the Debt Trustee shall consider to be for the benefit protection of less than all such Holders, 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 with respect to such series of SecuritiesDebt Securities permitting the enforcement of all or any of the remedies provided in this Indenture as herein set forth; provided, stating however, that in respect of any such covenants are expressly being included additional covenant, restriction or condition such amendment 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 Debt Trustee upon such default; (c) to provide for the benefit issuance under this Indenture of Debt Securities of any series in coupon form (including Debt Securities registrable as to principal only) and to provide for exchangeability of such seriesDebt Securities with the Debt Securities of such series issued hereunder in fully registered form and to make all appropriate changes for such purpose; (d) to cure any ambiguity or to surrender correct or supplement any right provision contained herein or power in any supplemental indenture which may be defective or inconsistent with any other provision contained herein conferred upon the Company or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture; provided that any such action does shall not materially adversely affect the interests of the Holders; (c) to add any additional Events Holders of Default; (d) to add to or change any Debt Securities of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in uncertificated formseries; (e) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities, provided that any such addition, change or elimination (A) shall neither (i) apply to any Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor (ii) modify the rights of the Holder of any such Security with respect to such provision or (B) shall become effective only when there is no such Security Outstanding; (f) to establish the forms or terms of the Securities of any series issued pursuant to the terms hereof; (g) to cure any ambiguity or correct any inconsistency in this Indenture; (h) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee trustee with respect to the Securities such series of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one TrusteeDebt Securities; (if) to qualify make provision for transfer procedures, certification, book-entry provisions and all other matters required pursuant to this Indenture under or otherwise necessary, desirable or appropriate in connection with the Trust Indenture Act; (j) to provide for uncertificated securities in addition to certificated securities; (k) to supplement any provisions issuance of this Indenture necessary to permit or facilitate the defeasance and discharge of any such series of Debt Securities, ; provided that any such action does shall not materially adversely affect the interests of the Holders of such series of Debt Securities; to qualify or maintain qualification of this Indenture under the Trust Indenture Act; or (g) to make any change that does not adversely affect the rights of any such Holder in any material respect. The Debt Trustee is hereby authorized to join with the Company in the execution of any supplemental indenture to effect such amendment, 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 Debt Trustee shall not be obligated to, but may in its discretion, enter into any such supplemental indenture which affects the Debt Trustee's own rights, duties or immunities under this Indenture or otherwise. Any amendment to this Indenture authorized by the provisions of this Section 9.01 may be executed by the Company and the Debt Trustee without the consent of the Holders of Debt Securities of such the series or any other series; (l) to conform affected at the Indenture to any Description of Securities for a particular Series of Securities; and (m) to comply with the rules or regulations of any securities exchange or automated quotation system on which time outstanding, notwithstanding any of the Securities may be listed or tradedprovisions of Section 9.02.

Without Consent of Holders. Unless otherwise specified for a particular Series by a Board Resolution, a supplemental indenture or an Officers’ CertificateThe Company, the Company Guarantor and the Trustee may amend or supplement are permitted to make modifications and amendments to this Indenture Indenture, the Guarantee or the Securities of one or more Series any series without the notice to or consent of any HolderHolders for any of the following purposes: (a) to evidence the succession of another person to the Company under cure any ambiguity, defect or inconsistency in this Indenture and the Securities and the assumption by any such Successor Person of the obligations of the Company hereunder and under the Securities; (b) to add covenants of the Company for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating Indenture; provided that such covenants are expressly being included for the benefit of such series) amendments or to surrender any right or power herein conferred upon the Company provided such action does supplements shall not materially and adversely affect the interests of the Holders; (b) to comply with Sections 5.1 and 5.3; (c) to add comply with any additional Events requirements of Defaultthe Commission in connection with the qualification of this Indenture under the Trust Indenture Act; (d) to add evidence and provide for the acceptance of appointment hereunder with respect to the Securities of any or all series by a successor Trustee; (e) to establish the form or forms or terms of Securities of any series or of the coupons appertaining to such Securities as permitted by Section 2.3; (f) to provide for uncertificated Securities and to make all appropriate changes for such purpose; (g) to provide for a further guarantee from a third party on outstanding Securities of any series and the Securities of any series that may be issued under this Indenture; (h) to provide for the issuance of additional Securities of any series in accordance with the limitations set forth in this Indenture; (i) to change or eliminate any provision of this Indenture; provided that any such change or elimination shall become effective only when there are no outstanding Securities of any series created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision; (j) to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in uncertificated form; (e) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities, provided that any such addition, change or elimination (A) shall neither (i) apply to any Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor (ii) modify the rights of the Holder of any such Security with respect to such provision or (B) shall become effective only when there is no such Security Outstanding; (f) to establish the forms or terms of the Securities of any series issued pursuant to the terms hereof; (g) to cure any ambiguity or correct any inconsistency in this Indenture; (h) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee; (i) to qualify this Indenture under the Trust Indenture Act; (j) to provide for uncertificated securities in addition to certificated securities; (k) to supplement any provisions of this Indenture necessary to permit or facilitate the defeasance and discharge of any series of SecuritiesSecurities pursuant to Sections 9.1, 9.2 and 9.3, provided that any such action does shall not adversely affect the interests of the Holders of Securities of such series or any other seriesseries of Securities in any material respect; (k) to conform the text of this Indenture or the Securities of any series to any provision of a description of such Securities in the Description of Notes; or (l) to conform make any change that does not materially and adversely affect the Indenture to any Description of Securities for a particular Series of Securities; and (m) to comply with the rules or regulations rights of any securities exchange or automated quotation system on which any of the Securities may be listed or tradedHolder.

Without Consent of Holders. Unless otherwise specified for a particular Series by a Board Resolution, a supplemental indenture or an Officers’ Certificate, the The Company and the Trustee may amend or supplement this Indenture or the Securities of one or more Series without the consent of any HolderSecurityholder: (a) to evidence the succession of another person to the Company under this Indenture and the Securities and the assumption cure any ambiguity, defect or inconsistency as evidenced by any such Successor Person of the obligations of the Company hereunder and under the Securitiesan Officer Certificate; (b) to comply with Article V; (c) to provide for uncertificated Securities in addition to or in place of certificated Securities; (d) to add guarantees with respect to Securities of any Series or secure Securities of any Series; (e) to surrender any of the Company’s rights or powers under this Indenture; (f) to add covenants or events of the Company default for the benefit of the Holders of all or any series holders of Securities of any Series (and if such covenants or events of default are to be for the benefit of less than all series Series of Securities, stating that such covenants or events of default, as applicable, are expressly being included solely for the benefit of such series) or to surrender any right or power herein conferred upon the Company provided such action does not adversely affect the interests of the Holders; (c) to add any additional Events of Default; (d) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in uncertificated form; (e) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities, provided that any such addition, change or elimination (A) shall neither (i) apply to any Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor (ii) modify the rights of the Holder of any such Security with respect to such provision or (B) shall become effective only when there is no such Security Outstanding; (f) to establish the forms or terms of the Securities of any series issued pursuant to the terms hereofSeries); (g) to cure comply with the applicable procedures of the applicable depositary; (h) to make any ambiguity or correct change that does not adversely affect the rights of any inconsistency in Securityholder; (i) to provide for the issuance of and establish the form and terms and conditions of Securities of any Series as permitted by this Indenture; (hj) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series 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; (ik) to qualify comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act; (j) to provide for uncertificated securities in addition to certificated securities; (k) to supplement any provisions of this Indenture necessary to permit or facilitate the defeasance and discharge of any series of Securities, provided that such action does not adversely affect the interests of the Holders of Securities of such series or any other seriesTIA; (l) to conform add to, change or eliminate any provision of this Indenture or the Securities of such Series in accordance with the TIA, or to comply with the provisions of DTC, Euroclear or Clearstream or the Trustee with respect to provisions of this Indenture or the Securities of such Series relating to any Description transfers or exchanges of the Securities for a particular of such Series or beneficial interests in the Securities of Securitiessuch Series; andor (m) to comply with conform any provision of this Indenture, in so far as it relates to the rules or regulations Securities of any securities exchange or automated quotation system on which any such Series, to the description of the Securities may be listed or tradedof such Series in the prospectus supplement related to the offering of the Securities of such Series.

Without Consent of Holders. Unless otherwise specified for a particular Series by a Board Resolution, a supplemental indenture or an Officers’ Certificate, the The Company and the Trustee may amend or supplement this Indenture or the Securities of one or more Series without the consent of any Holder: (a) to evidence the succession of another person cure, correct or supplement any ambiguity, omission, defect or inconsistency as to the Company under this Indenture and the Securities and the assumption by any of such Successor Person Series; (b) to comply with Article V; (c) to provide for uncertificated Securities in addition to or in place of the obligations of the Company hereunder and under the certificated Securities; (bd) to add guarantees or collateral security with respect to the Securities of such Series; (e) to add covenants of the Company under this Indenture for the benefit of the Holders of all or any series of the Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included for the benefit of such series) Series or to surrender any right or power herein conferred upon the Company provided as to the Securities of such action Series; (f) to make any change that does not adversely affect the interests rights of any Holder of the HoldersSecurities of such Series in any material respect; (cg) to add provide for the issuance of and establish the form and terms and conditions of Securities of any additional Events of DefaultSeries as permitted by this Indenture; (dh) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in uncertificated form; (e) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities, provided that any such addition, change or elimination (A) shall neither (i) apply to any Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor (ii) modify the rights of the Holder of any such Security with respect to such provision or (B) shall become effective only when there is no Security outstanding of any Series created prior to the execution of such Security Outstandingamendment or supplement that is adversely affected by such provision; (f) to establish the forms or terms of the Securities of any series issued pursuant to the terms hereof; (g) to cure any ambiguity or correct any inconsistency in this Indenture; (hi) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series 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; (i) to qualify this Indenture under the Trust Indenture Act;; or (j) to provide for uncertificated securities comply with requirements of the Commission in addition order to certificated securities; (k) to supplement any provisions effect or maintain the qualification of this Indenture necessary to permit or facilitate under the defeasance and discharge of any series of Securities, provided that such action does not adversely affect the interests of the Holders of Securities of such series or any other series; (l) to conform the Indenture to any Description of Securities for a particular Series of Securities; and (m) to comply with the rules or regulations of any securities exchange or automated quotation system on which any of the Securities may be listed or tradedTIA.

Without Consent of Holders. Unless otherwise specified for a particular Series by a Board Resolution, a supplemental indenture or an Officers’ Certificate, the Company The Issuers and the Trustee may amend or supplement this Indenture or the Securities of one or more Series without the consent of any HolderSecurityholder: (a) to evidence the succession of another person to the Company under this Indenture and the Securities and the assumption by cure any such Successor Person of the obligations of the Company hereunder and under the Securitiesambiguity, defect or inconsistency; (b) to add covenants of the Company for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included for the benefit of such series) or to surrender any right or power herein conferred upon the Company provided such action does not adversely affect the interests of the Holderscomply with Article V; (c) to add any additional Events provide for uncertificated Securities in addition to or in place of Defaultcertificated Securities; (d) to add make any change that does not materially adversely affect in any material respect the legal rights of any Securityholder; (e) to or provide for the issuance of and establish the form and terms and conditions of Securities of any Series as permitted by this Indenture; (f) in the case of subordinated Securities, to make any change any of 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 Debt under such provisions (but only if each such holder of senior Debt consents to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in uncertificated formchange); (eg) to add to, change or eliminate any of the provisions of this Indenture in with respect to Securities of one or more series of Securities, provided that any a Series; although no such addition, change or elimination (A) shall neither (i) may apply to any Security Securities of any series Series created prior to the execution of such supplemental indenture amendment and entitled to the benefit of such provision provision, nor (ii) may any such amendment modify the rights of the a Holder of any such Security with respect to such provision or (B) shall become provision, unless the amendment becomes effective only when there is no outstanding Security of any Series created prior to such Security Outstandingamendment and entitled to the benefit of such provision; (fh) to establish secure the forms or terms of Issuers’ obligations under the Securities of any series issued pursuant to the terms hereof; (g) to cure any ambiguity or correct any inconsistency in and this Indenture; (hi) to add to the Issuers’ covenants or obligations under this Indenture for the protection of the Holders or surrender any right, power or option conferred by this Indenture on the Issuers; (j) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series 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; (i) to qualify this Indenture under the Trust Indenture Act; (j) to provide for uncertificated securities in addition to certificated securities;; or (k) to supplement any provisions comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture necessary to permit or facilitate under the defeasance and discharge of any series of Securities, provided that such action does not adversely affect the interests of the Holders of Securities of such series or any other series; (l) to conform the Indenture to any Description of Securities for a particular Series of Securities; and (m) to comply with the rules or regulations of any securities exchange or automated quotation system on which any of the Securities may be listed or tradedTIA.

Without Consent of Holders. Unless otherwise specified for a particular Series by a Board Resolution, a supplemental indenture or an Officers’ CertificateThe Issuers, the Company Guarantors, if any, and the Trustee may amend or supplement this Indenture Indenture, the Securities Guarantee or the Securities of one or more Series without the consent of any Holderholder of a Security: (a) to cure any ambiguity or defect or to correct or supplement any provision herein that may be inconsistent with any other provision herein; or (b) to evidence the succession of another person Person to either of the Company under this Indenture and the Securities Issuers and the assumption by any such Successor Person successor of the obligations covenants of such predecessor Issuer herein and, to the extent applicable, of the Company hereunder and under the Securities;; or (bc) to provide for uncertificated Securities in addition to or in place of certificated Securities; provided that the uncertificated Securities are issued in registered form for purposes of Section 163(f) of the Code, or in the manner such that the uncertificated Securities are described in Section 163(f)(2)(B) of the Code; or (d) to add a Securities Guarantee and cause any Person to become a Guarantor, and/or to evidence the succession of another Person to a Guarantor and the assumption by any such successor of the Securities Guarantee of such Guarantor herein and, to the extent applicable, endorsed upon any Securities of any series; or (e) to secure the Securities of any series; or (f) to add to the covenants of the Company Issuers such further covenants, restrictions, conditions or provisions as the Issuers shall consider to be appropriate for the benefit of the Holders of all or any series of Securities (and if such covenants covenants, restrictions, conditions or provisions are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) ), to make the occurrence, or the occurrence and continuance, of a Default in any such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth, or to surrender any right or power herein conferred upon the Company provided Issuers; provided, that in respect of any such action additional covenant, restriction, condition or provision such amendment or supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults), may provide for an immediate enforcement upon such an Event of Default, may limit the remedies available to the Trustee upon such an Event of Default or may limit the right of the Holders of a majority in aggregate principal amount of the Securities of such series to waive such an Event of Default; or (g) to make any change to any provision of this Indenture that does not adversely affect the rights or interests of the Holders;any Holder of Securities; or (ch) to provide for the issuance of additional Securities in accordance with the provisions set forth in this Indenture; or (i) to add any additional Defaults or Events of Default;Default in respect of all or any series of Securities; or (dj) to add to to, change or change eliminate any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in uncertificated form;; or (ek) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities, Indenture; provided that any such addition, change or elimination (A) shall neither (i) apply to any become effective only when there is no Security Outstanding of any series created prior to the execution of such amendment or supplemental indenture and that is entitled to the benefit of such provision nor (ii) modify the rights of the Holder of any such Security with respect to such provision or (B) shall become effective only when there is no such Security Outstanding;provision; or (fl) to establish the forms form or terms of the Securities of any series issued pursuant as permitted by Section 2.1 and Section 3.1, including to the terms hereof;reopen any series of any Securities as permitted under Section 3.1; or (g) to cure any ambiguity or correct any inconsistency in this Indenture; (hm) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee;, pursuant to the requirements of Section 6.11(b); or (in) to qualify conform the text of this Indenture (and/or any supplemental indenture) or any Securities issued thereunder to any provision of a description of such text or Securities appearing in a prospectus, prospectus supplement, offering memorandum or offering circular relating to the sale thereof to the extent that such provision was intended by the Issuers to be a verbatim recitation of a provision of this Indenture (and/or any supplemental indenture) or any Securities issued thereunder, with such intention being evidenced by an Officer’s Certificate; or (o) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the Trust Indenture Act; (j) Act or under any similar federal statute subsequently enacted, and to provide for uncertificated securities in addition add to certificated securities; (k) to supplement any provisions of this Indenture necessary to permit or facilitate the defeasance and discharge of any series of Securities, provided that such action does not adversely affect the interests of the Holders of Securities of such series or any other series; (l) to conform the Indenture to any Description of Securities for a particular Series of Securities; and (m) to comply with the rules or regulations of any securities exchange or automated quotation system on which any of the Securities provisions as may be listed or tradedexpressly required under the Trust Indenture Act.

Without Consent of Holders. Unless otherwise specified for a particular Series by a Board ResolutionThe Issuers, a supplemental indenture or an Officers’ Certificate, the Company any Guarantors and the Trustee may amend or supplement this Indenture Indenture, the Securities or the Securities of one Guarantees without notice to or more Series without the consent of any Holder: (a) to evidence cure any ambiguity, defect or inconsistency, provided that such action does not adversely affect the succession Holders of another person to the Company under this Indenture and the Securities and the assumption by that or any such Successor Person other series of the obligations of the Company hereunder and under the Securitiesnotes in any material respect; (b) to provide for uncertificated Securities in addition to or in place of certificated Securities; (c) to establish the form or terms of Securities of any series as permitted by Section 2.1; (d) to evidence the assumption of the Issuers’ obligations to Holders of any Securities in the case of a merger, consolidation or sale of assets pursuant to Section 4.1 hereof; (e) to add to the covenants of the Company Issuers or any Guarantor for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) ), or to surrender any right or power herein conferred upon the Company provided such action Issuers or any Guarantor; (f) to make any change that would provide any additional rights or benefits to the Holders of Securities of any series and Securities Guarantees or that does not adversely affect the interests legal rights under this Indenture of the Holdersany such Holder in any material respect; (cg) to add any additional Events of DefaultDefault with respect to all or any series of the Securities (and, if any such Event of Default is applicable to less than all series of Securities, specifying the series to which such Event of Default is applicable) for the benefit of the Holders of all or any series of Securities; (dh) to add comply with the requirements of the Commission in order to effect or maintain the qualification of this Indenture under the TIA; (i) 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 outstanding Security of any series created prior to the execution of such amendment or supplemental indenture that is adversely affected in any material respect by such change in or elimination of such provision; (j) to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in uncertificated form; (e) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities, provided that any such addition, change or elimination (A) shall neither (i) apply to any Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor (ii) modify the rights of the Holder of any such Security with respect to such provision or (B) shall become effective only when there is no such Security Outstanding; (f) to establish the forms or terms of the Securities of any series issued pursuant to the terms hereof; (g) to cure any ambiguity or correct any inconsistency in this Indenture; (h) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee; (i) to qualify this Indenture under the Trust Indenture Act; (j) to provide for uncertificated securities in addition to certificated securities; (k) to supplement any provisions of this Indenture necessary to permit or facilitate the defeasance and discharge of any series of SecuritiesSecurities pursuant to Section 8.1; provided, provided however, that any such action does shall not adversely affect the interests interest of the Holders of Securities of such series or any other series of Securities in any material respect; (k) to add any Guarantor with respect to the Securities of any series by executing a supplemental indenture and/or a Securities Guarantee with respect to such series, or release Securities Guarantees of any series, in each case pursuant to the terms of this Indenture; (l) to conform secure the Indenture to Securities of any Description of Securities for a particular Series of Securities; andseries; (m) to comply appoint a successor trustee; or (n) to conform the text of this Indenture or any Securities to the description thereof in any prospectus or prospectus supplement of the Issuers with respect to the rules or regulations offer and sale of Securities of any securities exchange series, to the extent that such provision is inconsistent with a provision of this Indenture or automated quotation system on which the Securities, as provided in an Officers’ Certificate. After an amendment under this Indenture becomes effective, the Issuers are required to mail to the Holders of each Security affected thereby a notice briefly describing such amendment. However, the failure to give such notice to all the Holders of each Security affected thereof, or any defect therein, will not impair or affect the validity of the Securities may be listed amendment hereof or tradedsupplemental indenture hereto under this Section 9.1.

Without Consent of Holders. Unless otherwise specified for a particular Series by a Board Resolution, a supplemental indenture or an Officers’ Certificate, the The Company and the Trustee may amend or supplement this Indenture or the Securities of one any series without notice to or more Series without the consent of any Holder: (a) to evidence the succession of another person to the Company under cure any ambiguity, defect or inconsistency in this Indenture and the Securities and the assumption by any such Successor Person of the obligations of the Company hereunder and under the Securities; (b) to add covenants of the Company for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating Indenture; provided that such covenants are expressly being included for the benefit of such series) amendment or to surrender any right or power herein conferred upon the Company provided such action does supplement shall not materially and adversely affect the interests of the Holders; (b) to evidence the succession of another Person to the Company and the assumption by any such successor of the covenants of the Company contained in this Indenture and the Securities pursuant to the obligations set forth in Article 5; (c) to add comply with any additional Events requirements of Defaultthe Commission in connection with the qualification of this Indenture under the Trust Indenture Act; (d) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in uncertificated form; (e) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities, provided that any such addition, change or elimination (A) shall neither (i) apply to any Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor (ii) modify the rights of the Holder of any such Security with respect to such provision or (B) shall become effective only when there is no such Security Outstanding; (f) to establish the forms or terms of the Securities of any series issued pursuant to the terms hereof; (g) to cure any ambiguity or correct any inconsistency in this Indenture; (h) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one any or more all series by a successor Trustee 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 7.09; (e) to establish the form or forms or terms of Securities of any series or of the coupons appertaining to such Securities as permitted by Section 2.03; (f) to provide for uncertificated or Unregistered Securities and to make all appropriate changes for such purpose; (g) to add to the covenants for the benefit of Holders of Securities or to surrender any right or power conferred upon the Company in this Indenture, provided that such action shall not adversely affect the interests of Holders of Securities; (h) to add any Events of Default with respect to all or any series of the Securities; (i) to qualify this Indenture under delete or modify any Events of Default with respect to all or any series of the Trust Indenture ActSecurities, the form and terms of which are being established pursuant to such supplemental indenture as permitted in Sections 2.01, 2.02 and 2.03 (and, if any such Event of Default is applicable to fewer than all such series of the Securities, specifying the series to which such Event of Default is applicable) and to specify the rights and remedies of the Trustee and the Holders of such Securities in connection therewith; (j) to provide for uncertificated securities in addition to certificated securitiessecure the Securities; (k) to supplement establish the form of any provisions of this Indenture necessary Securities and to permit or facilitate provide for the defeasance and discharge issuance of any series of Securities, provided that such action does not adversely affect Securities under this Indenture and to set forth the interests of the Holders of Securities of such series or any other seriesterms thereof; (l) to conform make any change that does not materially and adversely affect the Indenture to rights of any Description of Securities for a particular Series of SecuritiesHolder (except as provided in Section 9.01(m) below); and (m) to comply with clarify ambiguities or to meet regulatory requirements for the rules Securities to qualify as Tier 2 capital or regulations other regulatory capital for bank regulatory purposes. After an amendment or supplement under this Section 9.01 becomes effective, the Company shall give to the Holders affected thereby a notice briefly describing the amendment or supplement. The Company will mail supplemental indentures to Holders upon request. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any securities exchange or automated quotation system on which any of the Securities may be listed or tradedsuch supplemental indenture.

Without Consent of Holders. Unless otherwise specified for a particular Series by a Board Resolution, a supplemental indenture or an Officers’ Certificate, the The Company and the Trustee may amend or supplement this Indenture or the Securities of one or more Series waive any provision hereof or thereof without the consent of any Holder: (a1) to evidence cure any ambiguity, omission, defect or inconsistency; (2) to comply with Section 5.01; (3) to provide for uncertificated Securities in addition to or in place of certificated Securities, or to provide for the succession issuance of another person bearer Securities (with or without coupons); (4) to the Company under this Indenture and the provide any security for any series of Securities, to add guarantees of any series of Securities and the assumption by or to add one or more additional obligors of any such Successor Person series of the obligations of the Company hereunder and under the Securities; (b5) to comply with any requirement in order to effect or maintain the qualification of this Indenture under the TIA; (6) to add to the covenants of the Company for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) ), or to surrender any right or power herein conferred upon the Company provided such action does not adversely affect the interests of the HoldersCompany; (c7) to add any additional Events of DefaultDefault with respect to all or any series of the Securities (and, if any such Event of Default is applicable to less than all series of Securities, specifying the series to which such Event of Default is applicable); (d8) 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 outstanding Security of any series created prior to the execution of such amendment or supplemental indenture that is adversely affected in any material respect by such change in or elimination of such provision; (9) to add establish the form or terms of Securities of any series as permitted by Section 2.01; (10) to or change supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance defeasance and discharge of any series of Securities pursuant to Section 8.01; provided, however, that any such action shall not adversely affect the interest of the Holders of Securities of such series or any other series of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in uncertificated form;any material respect; or (e) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities, provided that any such addition, change or elimination (A) shall neither (i) apply to any Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor (ii) modify the rights of the Holder of any such Security with respect to such provision or (B) shall become effective only when there is no such Security Outstanding; (f) to establish the forms or terms of the Securities of any series issued pursuant to the terms hereof; (g) to cure any ambiguity or correct any inconsistency in this Indenture; (h11) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee; (i) , pursuant to qualify this Indenture under the Trust Indenture Act; (j) to provide for uncertificated securities in addition to certificated securities; (k) to supplement any provisions requirements of this Indenture necessary to permit or facilitate the defeasance and discharge of any series of Securities, provided that such action does not adversely affect the interests of the Holders of Securities of such series or any other series; (l) to conform the Indenture to any Description of Securities for a particular Series of Securities; and (m) to comply with the rules or regulations of any securities exchange or automated quotation system on which any of the Securities may be listed or tradedSection 7.