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

Amendments or Supplemental Indentures Without Consent of Holders. The Company and the Guarantor, when authorized by Board Resolutions, and the Trustee, at any time and from time to time, may amend or supplement this Indenture or the Securities or waive any provision of this Indenture or the Securities without the consent of any Holder, so long as such changes or waivers, other than those in clause (2), do not materially and adversely affect the interests of the Holder: (1) to cure any ambiguity, omission, defect or inconsistency; (2) to make any modifications or amendments that do not, in the good faith opinion of the Company’s or the Guarantor’s Board of Directors and the Trustee, adversely affect the interests of the Holders in any material respect, provided that any amendment or supplement conforming this Indenture, as applied to a series of Securities, to the terms described in the prospectus (including any prospectus supplement) pursuant to which the Securities were initially sold shall be deemed not to adversely affect the interest of Holders; (3) to provide for the assumption of the Company’s or the Guarantor’s obligations under this Indenture by a successor upon any merger, consolidation or asset transfer as permitted by and in compliance with Article VIII of this Indenture; (4) to provide any security for or additional guarantees of the Securities; (5) to add Events of Default with respect to the Securities; (6) to add covenants for the benefit of the Holders or to surrender any right or power conferred upon the Company or the Guarantor by this Indenture; (7) to make any change necessary to comply with the Trust Indenture Act, or any amendment thereto, or to comply with any requirement of the Commission in connection with the qualification of this Indenture under the Trust Indenture Act; (8) to provide for uncertificated Securities in addition to or in place of certificated Securities or to provide for bearer Securities; (9) 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; (10) to change or eliminate any of the provisions of this Indenture, provided, however, that any such change or elimination shall become effective only when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision; (11) to establish the form or terms of Securities of any series as permitted by Sections 2.01 and 3.01; or (12) 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).

Amendments or Supplemental Indentures Without Consent of Holders. The Company and the Guarantor, when authorized by Board Resolutions, Issuers and the Trustee, at any time and from time to time, may amend or supplement this Indenture or the Securities or waive any provision of this Indenture or the Securities without the consent of any Holder, so long as such changes or waivers, other than those in clause (2), do not materially and adversely affect the interests of the Holder: (1) to cure any ambiguity, mistake, omission, defect or inconsistencyinconsistency as set forth in an Officers’ Certificate; (2) to make any modifications or amendments that do not, in the good faith opinion of the Company’s or the Guarantor’s Board of Directors and the TrusteeIssuers, adversely affect the interests of the Holders in any material respect, provided that any amendment or supplement conforming this Indenture, as applied to a series of Securities, to the terms described in the prospectus (including any prospectus supplement) pursuant to which the Securities were initially sold shall be deemed not to adversely affect the interest of Holders; (3) to provide for the assumption of the Company’s or the Guarantoran Issuer’s obligations under this Indenture by a successor upon any merger, consolidation or asset transfer as permitted by and in compliance with Article VIII of this Indenture; (4) to provide any security for or additional guarantees of the Securities; (5) to add Events of Default with respect to the Securities; (6) to add covenants for the benefit of the Holders or to surrender any right or power conferred upon the Company or the Guarantor Issuers by this Indenture; (7) to make any change necessary to comply with the Trust Indenture Act, or any amendment thereto, or to comply with any requirement of the Commission in connection with the qualification of this Indenture under the Trust Indenture Act; (8) to provide for uncertificated Securities in addition to or in place of certificated Securities or to provide for bearer Securities; (9) 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; (10) to change or eliminate any of the provisions of this Indenture, provided, however, that any such change or elimination shall become effective only when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision; (11) to establish the form or terms of Securities of any series as permitted by Sections 2.01 and 3.01; or (12) 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).

Amendments or Supplemental Indentures Without Consent of Holders. The Company and the GuarantorCompany, when authorized by a Board ResolutionsResolution, and the Trustee, at any time and from time to time, may amend or supplement this Indenture or the Securities or waive any provision of this Indenture or the Securities without the consent of any Holder, so long as such changes or waiverschanges, other than those in clause (2), do not materially and adversely affect the interests of the Holder: (1) to cure any ambiguity, omission, defect or inconsistency; (2) to make any modifications or amendments that do not, in the good faith opinion of the Company’s or the Guarantor’s 's Board of Directors and the Trustee, adversely affect the interests of the Holders in any material respect, provided that any amendment or supplement conforming this Indenture, as applied to a series of Securities, to the terms described in the prospectus (including any prospectus supplement) pursuant to which the Securities were initially sold shall be deemed not to adversely affect the interest of Holders; (3) to provide for the assumption of the Company’s or the Guarantor’s 's obligations under this Indenture by a successor upon any merger, consolidation or asset transfer as permitted by and in compliance with Article VIII Eight of this Indenture; (4) to provide any security for or additional guarantees of the Securities; (5) to add Events of Default with respect to the Securities;; or (6) to add to the Company's covenants for the benefit of the Holders or to surrender any right or power conferred upon the Company or the Guarantor by this Indenture; (7) to make any change necessary for the registration of the Securities under the Securities Act or to comply with the Trust Indenture ActTIA, or any amendment thereto, or to comply with any requirement of the Commission in connection with the qualification of this Indenture under the Trust Indenture Act;TIA, provided that such modification or amendment does not, in the good faith opinion of the Company's Board of Directors and the Trustee, adversely affect the interests of the Holders of the Securities in any material respect; or (8) to provide for uncertificated Securities in addition to or in place of certificated Securities or to provide for bearer Securities;; or (9) 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 (10) to change or eliminate any of the provisions of this Indenture, provided, however, PROVIDED that any such change or elimination shall become effective only when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision;; or (11) to establish the form or terms of Securities of any series as permitted by Sections 2.01 and 3.01; or (12) 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).

Amendments or Supplemental Indentures Without Consent of Holders. The Company and the Guarantor, when authorized by Board Resolutions, and the Trustee, at any time and from time to timethe Company’s expense, may amend or supplement this Indenture or the Securities Notes without notice to or waive any provision of this Indenture or the Securities without the consent of any Holder, so long as such changes or waivers, other than those in clause (2), do not materially and adversely affect the interests of the HolderHolder to: (1a) to cure any ambiguity, omission, defect or inconsistency; (2b) to make any modifications or amendments that do not, in the good faith opinion of the Company’s or the Guarantor’s Board of Directors and the Trustee, adversely affect the interests of the Holders in any material respect, provided that any amendment or supplement conforming this Indenture, as applied to a series of Securities, to the terms described in the prospectus (including any prospectus supplement) pursuant to which the Securities were initially sold shall be deemed not to adversely affect the interest of Holders; (3) to provide for the assumption by a Successor Entity of the Company’s or obligations of the Guarantor’s obligations Company under this Indenture by a successor upon any merger, consolidation or asset transfer as permitted by and in compliance with pursuant to Article VIII of this Indenture11; (4c) to provide any security for or additional add guarantees of the Securities; (5) to add Events of Default with respect to the SecuritiesNotes; (6d) secure the Notes; (e) add to add the covenants or Events of Default of the Company for the benefit of the Holders or to surrender any right or power conferred upon the Company or Company; (f) upon the Guarantor by occurrence of any Share Exchange Event, (i) provide that the Notes are convertible into Reference Property, subject to the provisions of Section 14.02, and (ii) effect the related changes to the terms of the Notes described under Section 14.08, in each case, in accordance with the applicable provisions of this Indenture; (7g) adjust the Conversion Rate as provided herein; (h) provide for the appointment of and acceptance of appoint by a successor Trustee, Note Registrar, Paying Agent, Bid Solicitation Agent or Conversion Agent to facilitate the administration of the trusts under this Indenture by more than one trustee; (i) irrevocably elect a Settlement Method and/or a Specified Dollar Amount (or minimum Specified Dollar Amount), or eliminate the Company’s right to elect a Settlement Method (including, at the Company’s option upon an irrevocable election of a Settlement Method as provided under Section 14.02(a)), provided, that no such election or elimination will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to Article 14; (j) comply with the rules of any applicable securities depositary, including DTC; (k) make any change necessary that does not adversely affect the rights of any Holder in any material respect; (l) conform the provisions of this Indenture to comply the “Description of Notes” section of the Offering Memorandum; (m) appoint a successor Trustee with respect to the Trust Indenture Act, or any amendment thereto, or Notes; or (n) to comply with any requirement of the Commission in connection with the qualification of this Indenture under the Trust Indenture Act; . Holders do not need to approve the particular form of any proposed amendment. It will be sufficient if such Holders approve the substance of the proposed amendment. After an amendment under this Indenture becomes effective, the Company shall send to the Holders (8) with a copy to provide for uncertificated Securities the Trustee) a notice briefly describing such amendment. However, the failure to give such notice to all the Holders, or any defect in addition the notice, will not impair or affect the validity of the amendment. Upon the written request of the Company, the Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental indenture that affects the Trustee’s own rights, duties or in place immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of certificated Securities or to provide for bearer Securities; (9) to add to or change this Section 10.01 may be executed by the Company and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of 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; (10) to change or eliminate any of the provisions of this Indenture, provided, however, that any such change or elimination shall become effective only when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision; (11) to establish the form or terms of Securities of any series as permitted by Sections 2.01 and 3.01; or (12) 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)10.02.

Amendments or Supplemental Indentures Without Consent of Holders. The Company and the GuarantorCompany, when authorized by a Board ResolutionsResolution, and the Trustee, at any time and from time to time, may amend or supplement this Indenture or the Securities or waive any provision of this Indenture or the Securities without the consent of any Holder, so long as such changes or waiverschanges, other than those in clause (2), do not materially and adversely affect the interests of the Holder: (1) to cure any ambiguity, omission, defect or inconsistency; (2) to make any modifications or amendments that do not, in the good faith opinion of the Company’s or the Guarantor’s Board of Directors and the Trustee, adversely affect the interests of the Holders in any material respect, provided that any amendment or supplement conforming this Indenture, as applied to a series of Securities, to the terms described in the prospectus (including any prospectus supplement) pursuant to which the Securities were initially sold shall be deemed not to adversely affect the interest of Holders; (3) to provide for the assumption of the Company’s or the Guarantor’s obligations under this Indenture by a successor upon any merger, consolidation or asset transfer as permitted by and in compliance with Article VIII Eight of this Indenture; (4) to provide any security for or additional guarantees of the Securities; (5) to add Events of Default with respect to the Securities;; or (6) to add to the Company’s covenants for the benefit of the Holders or to surrender any right or power conferred upon the Company or the Guarantor by this Indenture; (7) to make any change necessary for the registration of the Securities under the Securities Act or to comply with the Trust Indenture ActTIA, or any amendment thereto, or to comply with any requirement of the Commission in connection with the qualification of this Indenture under the Trust Indenture Act;TIA, provided that such modification or amendment does not, in the good faith opinion of the Company’s Board of Directors and the Trustee, adversely affect the interests of the Holders of the Securities in any material respect; or (8) to provide for uncertificated Securities in addition to or in place of certificated Securities or to provide for bearer Securities;; or (9) 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 (10) to change or eliminate any of the provisions of this Indenture, provided, however, provided that any such change or elimination shall become effective only when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision;; or (11) to establish the form or terms of Securities of any series as permitted by Sections 2.01 and 3.01; or (12) 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)) .

Amendments or Supplemental Indentures Without Consent of Holders. The Company and the GuarantorCompany, when authorized by a Board ResolutionsResolution, and the Trustee, at any time and from time to time, may amend or supplement this Indenture or the Securities or waive any provision of this Indenture or the Securities without the consent of any Holder, so long as such changes or waiverschanges, other than those in clause (2), do not materially and adversely affect the interests of the Holder: (1) to cure any ambiguity, omission, defect or inconsistency; (2) to make any modifications or amendments that do not, in the good faith opinion of the Company’s or the Guarantor’s 's Board of Directors and the Trustee, adversely affect the interests of the Holders in any material respect, provided that any amendment or supplement conforming this Indenture, as applied to a series of Securities, to the terms described in the prospectus (including any prospectus supplement) pursuant to which the Securities were initially sold shall be deemed not to adversely affect the interest of Holders; (3) to provide for the assumption of the Company’s or the Guarantor’s 's obligations under this Indenture by a successor upon any merger, consolidation or asset transfer as permitted by and in compliance with Article VIII Eight of this Indenture; (4) to provide any security for or additional guarantees of the Securities; (5) to add Events of Default with respect to the Securities;; or (6) to add to the Company's covenants for the benefit of the Holders or to surrender any right or power conferred upon the Company or the Guarantor by this Indenture; (7) to make any change necessary for the registration of the Securities under the Securities Act or to comply with the Trust Indenture ActTIA, or any amendment thereto, or to comply with any requirement of the Commission in connection with the qualification of this Indenture under the Trust Indenture Act;TIA, PROVIDED that such modification or amendment does not, in the good faith opinion of the Company's Board of Directors and the Trustee, adversely affect the interests of the Holders of the Securities in any material respect; or (8) to provide for uncertificated Securities in addition to or in place of certificated Securities or to provide for bearer Securities;; or (9) 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 (10) to change or eliminate any of the provisions of this Indenture, provided, however, PROVIDED that any such change or elimination shall become effective only when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision;; or (11) to establish the form or terms of Securities of any series as permitted by Sections 2.01 and 3.01; or (12) 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).

Amendments or Supplemental Indentures Without Consent of Holders. The Company and the GuarantorCompany, when authorized by the resolutions of the Board Resolutionsof Directors, and the Trustee, at any time and the Company’s expense, may from time to time, may time and at any time amend or supplement this Indenture or the Securities enter into an indenture or waive any provision of this Indenture or the Securities without the consent of any Holder, so long as such changes or waivers, other than those in clause (2), do not materially and adversely affect the interests of the Holderindentures supplemental hereto to: (1a) to cure any ambiguity, omission, defect or inconsistency; (2b) to make any modifications or amendments that do not, in the good faith opinion of the Company’s or the Guarantor’s Board of Directors and the Trustee, adversely affect the interests of the Holders in any material respect, provided that any amendment or supplement conforming this Indenture, as applied to a series of Securities, to the terms described in the prospectus (including any prospectus supplement) pursuant to which the Securities were initially sold shall be deemed not to adversely affect the interest of Holders; (3) to provide for the assumption by a Successor Company of the Company’s or obligations of the Guarantor’s obligations Company under this Indenture by a successor upon any merger, consolidation or asset transfer as permitted by and in compliance with pursuant to Article VIII of this Indenture11; (4c) to provide any security for or additional add guarantees of the Securities; (5) to add Events of Default with respect to the SecuritiesNotes; (6d) secure the Notes; (e) 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 or the Guarantor by this IndentureCompany; (7f) to make any change necessary to comply with that does not adversely affect the Trust Indenture Act, or rights of any amendment thereto, or to comply with any requirement of the Commission in connection with the qualification of this Indenture under the Trust Indenture ActHolder; (8) g) upon the occurrence of a with any Share Exchange Event, solely (1) provide that the Notes are convertible into Reference Property, subject to provide for uncertificated Securities in addition the provisions of Section 14.02, and (2) effect the related changes to or in place the terms of certificated Securities or the Notes to provide for bearer Securities;the extent expressly required by Section 14.07; or (9h) to add to or change any of conform the provisions of this Indenture to the “Description of the Notes” section of the Offering Memorandum. Upon the written request of the Company, the Trustee is hereby authorized to join with the Company in the execution of any such extent as amendment or supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be necessary to permit obligated to, but may in its discretion, enter into any amendment or facilitate supplemental indenture that affects the issuance Trustee’s own rights, duties or immunities under this Indenture or otherwise. Any amendment or supplemental indenture authorized by the provisions of Securities in bearer formthis Section 10.01 may be executed by the Company and the Trustee without notice to, registrable or not registrable as to principalthe consent of, and with or without interest coupons; (10) to change or eliminate the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of this Indenture, provided, however, that any such change or elimination shall become effective only when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision; (11) to establish the form or terms of Securities of any series as permitted by Sections 2.01 and 3.01; or (12) 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)10.02.

Amendments or Supplemental Indentures Without Consent of Holders. The Company and the Guarantor, when authorized by a Board ResolutionsResolution, and the Trustee, at any time and from time to time, may amend or supplement this Indenture or Indenture, the Securities or waive any provision of this Indenture or the Securities Guarantees without the consent of any Holder, so long as such changes or waivers, other than those in clause (2), do not materially and adversely affect the interests of the Holder: (1) to cure any ambiguity, omission, defect or inconsistency; (2) to make any modifications or amendments that do not, in the good faith opinion of the Company’s or 's and the Guarantor’s 's Board of Directors and the Trustee, adversely affect the interests of the Holders in any material respect, provided that any amendment or supplement conforming this Indenture, as applied to a series of Securities, to the terms described in the prospectus (including any prospectus supplement) pursuant to which the Securities were initially sold shall be deemed not to adversely affect the interest of Holders; (3) to provide for the assumption of the Company’s 's or the Guarantor’s 's obligations under this Indenture by a successor upon any merger, consolidation or asset transfer as permitted by and in compliance with Article VIII Eight of this Indenture; (4) to provide any security for or additional guarantees of the Securities; (5) to add Events of Default with respect to the Securities; (6) to add to the Company's or the Guarantor's covenants for the benefit of the Holders or to surrender any right or power conferred upon the Company or the Guarantor by this Indenture; (7) to make any change necessary for the registration of the Securities and the Guarantee under the Securities Act or to comply with the Trust Indenture ActTIA, or any amendment thereto, or to comply with any requirement of the Commission in connection with the qualification of this Indenture under the Trust Indenture ActTIA, PROVIDED that such modification or amendment does not, in the good faith opinion of the Company's and the Guarantor's Board of Directors and the Trustee, adversely affect the interests of the Holders of the Securities in any material respect; (8) to provide for uncertificated Securities or Guarantees in addition to or in place of certificated Securities or Guarantees or to provide for bearer SecuritiesSecurities or Guarantees; (9) 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; (10) to change or eliminate any of the provisions of this Indenture, provided, however, PROVIDED that any such change or elimination shall become effective only when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision; (11) to establish the form or terms of Securities of any series as permitted by Sections 2.01 and 3.01; or (12) 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).

Amendments or Supplemental Indentures Without Consent of Holders. The Company and the GuarantorCompany, when authorized by a Board ResolutionsResolution, and the Trustee, at any time and from time to time, may amend or supplement this Indenture or the Securities or waive any provision of this Indenture or the Securities without the consent of any Holder, so long as such changes or waiverschanges, other than those in clause (2), do not materially and adversely affect the interests of the Holder: (1) to cure any ambiguity, omission, defect or inconsistency; (2) to make any modifications or amendments that do not, in the good faith opinion of the Company’s or the Guarantor’s Board of Directors and the Trustee, adversely affect the interests of the Holders in any material respect, provided that any amendment or supplement conforming this Indenture, as applied to a series of Securities, to the terms described in the prospectus (including any prospectus supplement) pursuant to which the Securities were initially sold shall be deemed not to adversely affect the interest of Holders; (3) to provide for the assumption of the Company’s or the Guarantor’s obligations under this Indenture by a successor upon any merger, consolidation or asset transfer as permitted by and in compliance with Article VIII Eight of this IndentureIndenture and the terms of any applicable supplemental indenture; (4) to provide any security for or additional guarantees of the Securities; (5) to add Events of Default with respect to the Securities; (6) to add to the Company’s covenants for the benefit of the Holders or to surrender any right or power conferred upon the Company or the Guarantor by this Indenture; (7) to make any change necessary for the registration of the Securities under the Securities Act of 1933, as amended, or to comply with the Trust Indenture Act, or any amendment thereto, or to comply with any requirement of the Commission in connection with the qualification of this the Indenture under the Trust Indenture Act, provided that such modification or amendment does not, in the good faith opinion of the Company’s Board of Directors and the Trustee, adversely affect the interests of the Holders of the Securities in any material respect; (8) to provide for uncertificated Securities in addition to or in place of certificated Certificated Securities or to provide for bearer Securities; (9) 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; (10) to change or eliminate any of the provisions of this Indenture, provided, however, provided that any such change or elimination shall become effective only when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision; (11) to establish the form or terms of Securities of any series as permitted by Sections 2.01 201 and 3.01301; or (12) 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(b611(b).

Amendments or Supplemental Indentures Without Consent of Holders. The Company and the Guarantor, when authorized by Board Resolutions, and the Trustee, at any time and from time to timethe Company’s expense, may amend or supplement this Indenture or the Securities Notes without notice to or waive any provision of this Indenture or the Securities without the consent of any Holder, so long as such changes or waivers, other than those in clause (2), do not materially and adversely affect the interests of the HolderHolder to: (1a) to cure any ambiguity, omission, defect or inconsistency; (2) to make any modifications or amendments that do not, in the good faith opinion of the Company’s or the Guarantor’s Board of Directors and the Trustee, adversely affect the interests of the Holders in any material respect, provided that any amendment or supplement conforming this Indenture, as applied to a series of Securities, to the terms described in the prospectus (including any prospectus supplement) pursuant to which the Securities were initially sold shall be deemed not to adversely affect the interest of Holders; (3b) to provide for the assumption by a Successor Entity of the Company’s or obligations of the Guarantor’s obligations Company under this the Indenture by a successor upon any merger, consolidation or asset transfer as permitted by and in compliance with pursuant to Article VIII of this Indenture12; (4) to provide any security for or additional guarantees of the Securities; (5c) to add Events of Default guarantees with respect to the SecuritiesNotes; (6d) to secure the Notes; (e) to add to the covenants or Events of Default of the Company for the benefit of the Holders or to surrender any right or power conferred upon the Company or Company; (f) upon the Guarantor by this occurrence of any Share Exchange Event, (i) provide that the Notes are convertible into Reference Property, subject to the provisions of Section 9.02, and (ii) effect the related changes to the terms of the Notes described under Section 9.09, in each case, in accordance with the applicable provisions of the Indenture; (7g) adjust the Conversion Rate as provided herein; (h) provide for the appointment of and acceptance of appoint by a successor trustee, registrar, paying agent, bid solicitation agent or conversion agent to facilitate the administration of the trusts under the Indenture by more than one trustee; (i) irrevocably elect a settlement method and/or a specified dollar amount (or minimum specified dollar amount), or eliminate the Company’s right to elect a Settlement Method (including, at the Company’s option upon an irrevocable election of a Settlement Method as provided under Section 9.02(a)), provided, that no such election or elimination will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to Article 9; (j) comply with the rules of any applicable securities depositary, including DTC; (k) make any change necessary that does not adversely affect the rights of any Holder in any material respect; (l) to comply with conform the Trust provisions of the Indenture Actto the “Description of Securities— Description of Debt Securities, or any amendment theretoWarrants and Rights and Other Securities—Description of Debt Securities” section of the prospectus of the Company dated April 2, or 2024, as supplemented and/or amended by the “Description of the Notes” section in the preliminary prospectus supplement of the Company relating to the Notes dated August 15, 2024, as supplemented by the related pricing term sheet dated August 15, 2024; or (m) to comply with any requirement of the Commission in connection with the qualification of this the Indenture under the Trust Indenture Act; . Holders do not need to approve the particular form of any proposed amendment. It will be sufficient if such Holders approve the substance of the proposed amendment. After an amendment under the Indenture becomes effective, the Company shall send to the Holders (8) with a copy to provide for uncertificated Securities the Trustee) a notice briefly describing such amendment. However, the failure to give such notice to all the Holders, or any defect in addition the notice, will not impair or affect the validity of the amendment. Upon the written request of the Company, the Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental indenture that affects the Trustee’s own rights, duties or in place of certificated Securities immunities under the Indenture or to provide for bearer Securities; (9) to add to or change any of otherwise. Any supplemental indenture authorized by the provisions of this Indenture to such extent as shall Section 8.02 may be necessary to permit or facilitate executed by the issuance Company and the Trustee without the consent of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons; (10) to change or eliminate the Holders of any of the provisions of this IndentureNotes at the time outstanding, provided, however, that any such change or elimination shall become effective only when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision; (11) to establish the form or terms of Securities of any series as permitted by Sections 2.01 and 3.01; or (12) 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 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, pursuant to the requirements provision of Section 6.11(b)8.03.

Amendments or Supplemental Indentures Without Consent of Holders. The Company and the GuarantorCompany, when authorized by a Board ResolutionsResolution, and the Trustee, at any time and from time to time, may modify, amend or supplement this Indenture or the Securities or waive any provision of this Indenture or the Securities without the consent of any Holder, so long as such changes or waivers, other than those in clause (2), do not materially and adversely affect the interests of the Holder: (1) to cure any ambiguity, omission, defect or inconsistency; (2) to make any modifications or amendments that do not, in the good faith opinion of the Company’s or the Guarantor’s Board of Directors and the Trustee, adversely affect the interests of the Holders in any material respect, provided that any amendment or supplement conforming this Indenture, as applied to a series of Securities, to the terms described in the prospectus (including any prospectus supplement) pursuant to which the Securities were initially sold shall be deemed not to adversely affect the interest of Holders; (3) to provide for the assumption of the Company’s or the Guarantor’s obligations under this Indenture by a successor upon any merger, consolidation or asset transfer as permitted by and in compliance with Article VIII of this Indenture; (4) to provide any security for or additional guarantees of the Securities; (5) to add Events of Default with respect to the Securities; (6) to add to the Company’s covenants for the benefit of the Holders or to surrender any right or power conferred upon the Company or the Guarantor by this Indenture; (7) to make any change necessary to comply with the Trust Indenture Act, or any amendment thereto, or to comply with any requirement of the Commission in connection with the qualification of this Indenture under the Trust Indenture Act; provided, however, that such modification or amendment does not, in the good faith opinion of the Company’s Board of Directors, adversely affect the interests of the Holders of the Securities in any material respect; (8) to provide for uncertificated Securities in addition to or in place of certificated Certified Securities or to provide for bearer Securities; (9) 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; (10) to change or eliminate any of the provisions of this Indenture, ; provided, however, that any such change or elimination shall become effective only when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision; (11) to establish the form or terms of Securities of any series as permitted by Sections Section 2.01 and 3.01; or (12) 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 (13) to conform this Indenture and the Securities to the “Description of Notes” (or other comparable section) as set forth in any prospectus, prospectus supplement or other offering document relating to any issuance of the Securities.

Amendments or Supplemental Indentures Without Consent of Holders. The Company and the GuarantorCompany, when authorized by a Board ResolutionsResolution, and the Trustee, at any time and from time to time, may amend or supplement this Indenture or the Securities or waive any provision of this Indenture or the Securities without the consent of any Holder, so long as such changes or waiverschanges, other than those in clause (2), do not materially and adversely affect the interests of the Holder: (1) to cure any ambiguity, omission, defect or inconsistency; (2) to make any modifications or amendments that do not, in the good faith opinion of the Company’s or the Guarantor’s Board of Directors and the Trustee, adversely affect the interests of the Holders in any material respect, provided that any amendment or supplement conforming this Indenture, as applied to a series of Securities, to the terms described in the prospectus (including any prospectus supplement) pursuant to which the Securities were initially sold shall be deemed not to adversely affect the interest of Holders; (3) to provide for the assumption of the Company’s or the Guarantor’s obligations under this Indenture by a successor upon any merger, consolidation or asset transfer as permitted by and in compliance with Article VIII Eight of this Indenture; (4) to provide any security for or additional guarantees of the Securities; (5) to add Events of Default with respect to the Securities;; or (6) to add to the Company’s covenants for the benefit of the Holders or to surrender any right or power conferred upon the Company or the Guarantor by this Indenture; (7) to make any change necessary for the registration of the Securities under the Securities Act or to comply with the Trust Indenture ActTIA, or any amendment thereto, or to comply with any requirement of the Commission in connection with the qualification of this Indenture under the Trust Indenture Act;TIA, provided that such modification or amendment does not, in the good faith opinion of the Company’s Board of Directors and the Trustee, adversely affect the interests of the Holders of the Securities in any material respect; or (8) to provide for uncertificated Securities in addition to or in place of certificated Securities or to provide for bearer Securities;; or (9) 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 (10) to change or eliminate any of the provisions of this Indenture, provided, however, provided that any such change or elimination shall become effective only when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision;; or (11) to establish the form or terms of Securities of any series as permitted by Sections 2.01 and 3.01; or (12) 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).