Common use of Amendments Without Consent of Holders Clause in Contracts

Amendments Without Consent of Holders. The Company and the Trustee may amend or supplement this Indenture or the Notes without notice to or the consent of any Noteholder: (a) to cure any ambiguity, omission, defect or inconsistency in this Indenture or the Notes; (b) to evidence a successor to the Company and the assumption by that successor of the obligations of the Company under this Indenture in accordance with Article 5 or Section 10.12 of this Indenture; (c) to secure the obligations of the Company in respect of the Notes and this Indenture; (d) to add to the covenants or Events of Default of the Company for the benefit of the Holders of the Notes or to surrender any right or power conferred upon the Company; (e) to make any change to comply with the Trust Indenture Act, or any amendment thereto; (f) to make any provision with respect to matters or questions arising under this Indenture that the Company may deem necessary or desirable and that shall not be inconsistent with provisions of this Indenture provided that such change or modification does not, in the good faith opinion of the Company’s Board of Directors, adversely affect the interests of the Holders of the Notes in any material respect; (g) to provide for the addition or modification of any of the provisions of this Indenture as shall be necessary or desirable to provide for or facilitate the guarantee of the Notes by one or more guarantors; (h) to increase the Conversion Rate; provided that the increase will not adversely affect the interest of the Holders of the Notes; and (i) to make any change that does not adversely affect the rights of any Holder of the Notes.

Amendments Without Consent of Holders. The Company and the Trustee may amend or supplement this Indenture or the Notes without notice to or (a) Without the consent of any NoteholderHolders, the Company, when authorized by a Board Resolution, and the Representative, in the Representative's sole and absolute discretion, at any time and from time to time, may enter into one or more amendments hereto, for any of the following purposes: (a) to cure any ambiguity, omission, defect or inconsistency in this Indenture or the Notes; (bi) to evidence a successor the succession of another Person to the Company and the assumption by that any such successor of the covenants of the Company herein; (ii) to evidence the succession of another Person as a successor Representative and the assumption by any successor of the covenants and obligations of the Company under this Indenture in accordance with Article 5 or Section 10.12 of this IndentureRepresentative herein; (c) to secure the obligations of the Company in respect of the Notes and this Indenture; (diii) to add to the covenants or Events of Default of the Company such further covenants, restrictions, conditions or provisions as the Board of Directors and the Representative shall consider to be for the benefit protection of the Holders Holders; provided that in each case, such provisions shall not adversely affect the interests of the Notes or to surrender any right or power conferred upon the Company;Holders; or (eiv) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein, or to make any change to comply with the Trust Indenture Act, or any amendment thereto; (f) to make any provision other provisions with respect to matters or questions arising under this Indenture Agreement; provided that the Company may deem necessary or desirable and that in each case, such provisions shall not be inconsistent with provisions of this Indenture provided that such change or modification does not, in the good faith opinion of the Company’s Board of Directors, adversely affect the interests of the Holders of the Notes in any material respect;Holders. (gb) to provide for Promptly after the addition or modification execution by the Company and the Representative of any of amendment pursuant to the provisions of this Indenture as Section 6.1, the Company shall be necessary or desirable mail a notice thereof by first class mail to provide for or facilitate the guarantee of the Notes by one or more guarantors; (h) to increase the Conversion Rate; provided that the increase will not adversely affect the interest of the Holders at their addresses as they shall appear on the CVR Register, setting forth in general terms the substance of the Notes; and (i) to make any change that does not adversely affect the rights of any Holder of the Notessuch amendment.

Amendments Without Consent of Holders. The Company and the Trustee may amend or supplement this Indenture or the Notes without notice to or (a) Without the consent of any NoteholderHolders, the Company, when authorized by a Board Resolution, and the Representative, in the Representative's sole and absolute discretion, at any time and from time to time, may enter into one or more amendments hereto, for any of the following purposes: (a) to cure any ambiguity, omission, defect or inconsistency in this Indenture or the Notes; (bi) to evidence a successor the succession of another Person to the Company and the assumption by that any such successor of the covenants of the Company herein; (ii) to evidence the succession of another Person as a successor Representative and the assumption by any successor of the covenants and obligations of the Company under this Indenture in accordance with Article 5 or Section 10.12 of this IndentureRepresentative herein; (c) to secure the obligations of the Company in respect of the Notes and this Indenture; (diii) to add to the covenants or Events of Default of the Company such further covenants, restrictions, conditions or provisions as the Board of Directors and the Representative shall consider to be for the benefit protection of the Holders Holders; provided that in each case, such provisions shall not materially adversely affect the interests of the Notes or to surrender any right or power conferred upon the CompanyHolders; (eiv) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein, or to make any change to comply with the Trust Indenture Act, or any amendment thereto; (f) to make any provision other provisions with respect to matters or questions arising under this Indenture Agreement; provided that the Company may deem necessary or desirable and that in each case, such provisions shall not be inconsistent with provisions of this Indenture provided that such change or modification does not, in the good faith opinion of the Company’s Board of Directors, materially adversely affect the interests of the Holders Holders; or (v) as may be necessary or appropriate to ensure that the CVRs are not subject to registration under the Securities Act or the Exchange Act (each as defined in the Merger Agreement), provided that such provisions shall not materially adversely affect the interests of the Notes in any material respect;Holders. (gb) to provide for Promptly after the addition or modification execution by the Company and the Representative of any of amendment pursuant to the provisions of this Indenture as Section 6.1, the Company shall be necessary or desirable mail a notice thereof by first class mail to provide for or facilitate the guarantee of the Notes by one or more guarantors; (h) to increase the Conversion Rate; provided that the increase will not adversely affect the interest of the Holders at their addresses as they shall appear on the CVR Register, setting forth in general terms the substance of the Notes; and (i) to make any change that does not adversely affect the rights of any Holder of the Notessuch amendment.

Amendments Without Consent of Holders. The Company Issuer, the Guarantors and the Trustee may amend or supplement this Indenture Indenture, the Notes or the Notes Guarantees without notice to or the consent of any Noteholder: (ai) to cure any ambiguity, omission, defect defect, inconsistency or inconsistency to correct a manifest error in this Indenture Indenture, the Notes or the NotesGuarantees; (bii) to comply with Section 5.01 and Section 9.03; (iii) to evidence and provide for the acceptance of an appointment hereunder by a successor Trustee; (iv) to provide for uncertificated Notes in addition to or in place of Certificated Notes provided that the Company and the assumption by that successor uncertificated notes are issued in registered form for purposes of Section 163(f) of the obligations Code, or in a manner such that the uncertificated notes are described in Section 163(f)(2)(B) of the Company under this Indenture in accordance with Article 5 Code; (v) to provide for any additional Guarantee of the Notes or Section 10.12 to secure the Notes or confirm and evidence the release, termination or discharge of any Guarantee or Lien securing the notes when such release, termination or discharge is permitted by this Indenture; (cvi) to secure provide for or confirm the obligations issuance of the Company in respect of the Notes and this IndentureAdditional Notes; (dvii) to add to the covenants or Events of Default of the Company Issuer, Ultrapar or Ipiranga for the benefit of the Holders of the Notes or to surrender any right or power conferred upon the CompanyNotes; (eviii) to make any change to comply with the Trust Indenture Act, or any amendment thereto; (f) to make any provision with respect to matters or questions arising under this Indenture that the Company may deem necessary or desirable and that shall not be inconsistent with provisions of this Indenture provided that such change or modification does not, in the good faith opinion of the Company’s Board of Directors, adversely affect the interests of the Holders of the Notes in any material respect; (g) to provide for the addition or modification of any of the provisions of this Indenture as shall be necessary or desirable to provide for or facilitate the guarantee of the Notes by one or more guarantors; (h) to increase the Conversion Rate; provided that the increase will not adversely affect the interest of the Holders of the Notes; and (i) to make any other change that does not materially and adversely affect the rights of any Holder Holder, as provided in an Officer’s Certificate and Opinion of Counsel delivered to the Trustee; or (ix) to conform this Indenture to the description of the NotesNotes in the Offering Memorandum.

Amendments Without Consent of Holders. The Company and the Trustee may amend or supplement this Indenture or the Notes without notice to or (a) Without the consent of any NoteholderHolders, Stonepeak, the Company and the CVR Agent, at any time and from time to time, may enter into one or more amendments hereto, for any of the following purposes: (ai) to evidence the succession of another Person as a party to this Agreement and the assumption of any such successor of the rights and obligations of the applicable party herein if such succession and assumption is in accordance with the terms of this Agreement; (ii) to add to the covenants of the Company such further covenants, restrictions, conditions or provisions as the Company and the CVR Agent shall consider to be for the protection of the Holders; provided, that in each case, such provisions shall not adversely affect the interests of the Holders in any material respect; (iii) to cure any ambiguity, omissionto correct or supplement any provision herein that may be defective or inconsistent with any other provision herein, defect or inconsistency in this Indenture or the Notes; (b) to evidence a successor to the Company and the assumption by that successor of the obligations of the Company under this Indenture in accordance with Article 5 or Section 10.12 of this Indenture; (c) to secure the obligations of the Company in respect of the Notes and this Indenture; (d) to add to the covenants or Events of Default of the Company for the benefit of the Holders of the Notes or to surrender any right or power conferred upon the Company; (e) to make any change to comply with the Trust Indenture Act, or any amendment thereto; (f) to make any provision other provisions with respect to matters or questions arising under this Indenture Agreement; provided, that the Company may deem necessary or desirable and that in each case, such provisions shall not be inconsistent with provisions of this Indenture provided that such change or modification does not, in the good faith opinion of the Company’s Board of Directors, adversely affect the interests of the Holders of the Notes in any material respect; (giv) to provide for as Stonepeak, the addition Company and CVR Agent deem appropriate or modification of any of the provisions of this Indenture as shall be necessary or desirable to provide for or facilitate the guarantee of the Notes by one or more guarantors; (h) to increase the Conversion Ratein their sole discretion; provided provided, that the increase will not adversely affect the interest of the Holders of the Notes; and (i) to make any change that such amendment does not adversely affect the rights interests of the Holders in any respect; or (v) as necessary to ensure that the Contingent Value Rights are not subject to registration under the Securities Act or result in Stonepeak, the Company or the Contingent Value Rights being required to register or be registered under the Exchange Act or any other applicable law. (b) Promptly after the execution by Xxxxxxxxx, the Company and the CVR Agent of any Holder amendment pursuant to the provisions of this Section 5.1, the NotesCompany shall prepare and Make Available a notice thereof to the Holders setting forth in general terms the substance of such amendment; provided, that any failure so to notify the Holders shall not affect the validity of such amendment (it being understood that any failure so to notify the Holders shall not excuse the CVR Agent from its obligations under Section 5.3).

Amendments Without Consent of Holders. (a) The Company and the Trustee may amend or supplement this Indenture or the Notes without notice to or the consent of any NoteholderHolder: (ai) to cure any ambiguity, omission, defect or inconsistency in this Indenture or the Notes; (b) to evidence a successor to the Company and the assumption by that successor of the obligations of the Company under this Indenture in accordance with Article 5 or Section 10.12 of this Indenture; (c) to secure the obligations of the Company in respect of the Notes and this Indenture; (d) to add to the covenants or Events of Default of the Company for the benefit of the Holders of the Notes or to surrender any right or power conferred upon the Company; (e) to make any change to comply with the Trust Indenture Act, or any amendment thereto; (f) to make any provision with respect to matters or questions arising under this Indenture that the Company may deem necessary or desirable and that shall not be inconsistent with provisions of this Indenture provided that such change amendments or modification does supplements shall not, in the good faith opinion of the Company’s Board of DirectorsDirectors of the Company as evidenced by a Board Resolution, adversely affect the interests interest of the Holders of the Notes in any material respect; (gii) to comply with Section 4.07 or Article V; (iii) to evidence and provide for the addition or modification acceptance of an appointment hereunder by a successor Trustee; (iv) to comply with any requirements of the provisions Commission in connection with the qualification of this Indenture as shall be necessary or desirable to provide for or facilitate under the guarantee of the Notes by one or more guarantorsTIA; (h) to increase the Conversion Rate; provided that the increase will not adversely affect the interest of the Holders of the Notes; and (iv) to make any change that that, in the good faith opinion of the Board of Directors as evidenced by a Board Resolution, does not materially and adversely affect the rights of any Holder Holder; (vi) to provide for uncertificated Notes in addition to or in place of certificated Notes; (vii) to provide for the issuance of Additional Notes in accordance with this Indenture; (viii) to add or release Guarantees with respect to the Notes in accordance with the applicable provisions of this Indenture; (ix) to secure the Notes; (x) to conform any provision in this Indenture or the Notes to the offering memorandum pursuant to which the Notes were offered; or (xi) to establish the form or forms or terms of the NotesNotes as contemplated by Section 2.01 of this Indenture.

Amendments Without Consent of Holders. The Company and the Trustee may amend or supplement this Indenture or the Notes without notice to or (a) Without the consent of any NoteholderHolders, the Company, when authorized by a Board Resolution, and the Representative, in the Representative’s sole and absolute discretion, at any time and from time to time, may enter into one or more amendments hereto, for any of the following purposes: (a) to cure any ambiguity, omission, defect or inconsistency in this Indenture or the Notes; (bi) to evidence a successor the succession of another Person to the Company and the assumption by that any such successor of the covenants of the Company herein; (ii) to evidence the succession of another Person as a successor Representative and the assumption by any successor of the covenants and obligations of the Company under this Indenture in accordance with Article 5 or Section 10.12 of this Indenture; Representative herein; (c) to secure the obligations of the Company in respect of the Notes and this Indenture; (diii) to add to the covenants or Events of Default of the Company such further covenants, restrictions, conditions or provisions as the Board of Directors and the Representative shall consider to be for the benefit protection of the Holders Holders; provided that in each case, such provisions shall not adversely affect the interests of the Notes Holders; or (iv) to surrender cure any right ambiguity, to correct or power conferred upon the Company; (e) supplement any provision herein that may be defective or inconsistent with any other provision herein, or to make any change to comply with the Trust Indenture Act, or any amendment thereto; (f) to make any provision other provisions with respect to matters or questions arising under this Indenture Agreement; provided that the Company may deem necessary or desirable and that in each case, such provisions shall not be inconsistent with provisions of this Indenture provided that such change or modification does not, in the good faith opinion of the Company’s Board of Directors, adversely affect the interests of the Holders of the Notes in any material respect;Holders. (gb) to provide for Promptly after the addition or modification execution by the Company and the Representative of any of amendment pursuant to the provisions of this Indenture as Section 6.1, the Company shall be necessary or desirable mail a notice thereof by first class mail to provide for or facilitate the guarantee of the Notes by one or more guarantors; (h) to increase the Conversion Rate; provided that the increase will not adversely affect the interest of the Holders at their addresses as they shall appear on the CVR Register, setting forth in general terms the substance of the Notes; and (i) to make any change that does not adversely affect the rights of any Holder of the Notessuch amendment.

Amendments Without Consent of Holders. (a) The Company and the Trustee Trustee, upon the Trustee’s receipt of an Officers’ Certificate confirming compliance with the requirements of this Indenture, may amend or supplement this Indenture or the Notes without notice to or the consent of any Noteholder: (ai) to cure any ambiguity, omission, defect or inconsistency in this Indenture or the Notes in a manner that is not materially adverse to the rights of the Holders of Notes; (bii) to evidence a successor comply with Article 5, including to the Company and provide for the assumption by that a successor of the obligations of the Company under this Indenture in accordance with Article 5 Company; (iii) to evidence and provide for the acceptance of an appointment by a successor Trustee hereunder; (iv) to provide for any Guarantee of the Notes, to secure the Notes or Section 10.12 to confirm and evidence the release, termination or discharge of any Guarantee of or Lien securing the Notes when such release, termination or discharge is permitted by this Indenture; (cv) to secure provide for or confirm the obligations issuance of the Company in respect of the Notes and this IndentureAdditional Notes; (dvi) to comply with any requirement of the CNV, MERVAL or MAE; (vii) to make any other change that does not materially or adversely affect the rights of any Holder; (viii) to conform any provision of this Indenture or the Notes to the “Description of the Notes” under the Offering Memorandum; (ix) to add to the covenants further covenants, restrictions, conditions or Events of Default of the Company provisions as are for the benefit of the Holders of the Notes or Noteholders; or (x) to surrender any right or power conferred upon the Company; (e) to make any change to comply with the Trust Indenture Act, or any amendment thereto; (f) to make any provision with respect to matters or questions arising under this Indenture that the Company may deem necessary or desirable and that shall not be inconsistent with provisions of this Indenture provided that such change or modification does not, in the good faith opinion of the Company’s Board of Directors, adversely affect the interests of the Holders of the Notes in any material respect; (g) to provide for the addition or modification of any of the provisions of this Indenture as shall be necessary or desirable to provide for or facilitate the guarantee of the Notes by one or more guarantors; (h) to increase the Conversion Rate; provided that the increase will not adversely affect the interest of the Holders of the Notes; and (i) to make any change that does not adversely affect the rights of any Holder of the Notes.

Amendments Without Consent of Holders. (a) The Company Issuers and the Trustee may amend or supplement this Indenture or the Notes or any Note Guaranty without notice to or the consent of any Noteholder: (a1) to cure any ambiguity, omissiondefect, defect mistake or inconsistency in this Indenture or the Notes or the Note Guaranties; (2) to comply with Article 5; (3) [reserved]; (4) to evidence and provide for the acceptance of an appointment by a successor Trustee; (5) to provide for uncertificated Notes in addition to or in place of certificated Notes; (b6) to evidence a successor to the Company and the assumption by that successor provide for any Guarantee of the obligations Notes, to secure the Notes or to confirm and evidence the release, termination or discharge of any Guarantee of or Lien securing the Company under this Indenture in accordance with Article 5 Notes when such release, termination or Section 10.12 of discharge is permitted by this Indenture; (c7) to secure provide for or confirm the obligations issuance of the Company in respect of the Notes and this IndentureAdditional Notes; (d) 8) to add make any amendment to the covenants or Events provisions of Default Article 2 as permitted by this Indenture, provided that (i) compliance with this Indenture as so amended would not result in Notes being transferred in violation of any applicable securities law and (ii) such amendment does not materially and adversely affect the Company for the benefit rights of the Holders of the Notes or to surrender any right or power conferred upon the Companytransfer Notes; (e9) to make any other change that would provide additional rights or benefits to comply with the Trust Indenture Act, or any amendment thereto; (f) to make any provision with respect to matters or questions arising under this Indenture that the Company may deem necessary or desirable and that shall not be inconsistent with provisions of this Indenture provided that such change or modification does not, in the good faith opinion of the Company’s Board of Directors, adversely affect the interests of the Holders of the Notes in any material respect; (g) to provide for the addition or modification of any of the provisions of this Indenture as shall be necessary or desirable to provide for or facilitate the guarantee of the Notes by one or more guarantors; (h) to increase the Conversion Rate; provided that the increase will not adversely affect the interest of the Holders of the Notes; and (i) to make any change that does not materially and adversely affect the rights of any Holder Holder; or (10) to conform any provision to the section entitled “Description of the Notes” in the Offering Memorandum.

Amendments Without Consent of Holders. The Company and the Trustee may amend or supplement this Indenture or the Notes Securities without notice to or the consent of any NoteholderHolder: (a) to cure any ambiguity, omission, defect or inconsistency in this Indenture or the Notes; (b) to evidence a successor to the Company and the assumption by that successor of the obligations of the Company under this Indenture in accordance with Article 5 or Section 10.12 of this Indenture; (c) to secure the obligations of the Company in respect of the Notes and this Indenture; (d) to add to the covenants or Events of Default of the Company for the benefit of the Holders of the Notes or to surrender any right or power conferred upon the Company; (e) to make any change to comply with the Trust Indenture Act, or any amendment thereto; (f) to make any provision with respect to matters or questions arising under this Indenture that the Company may deem necessary or desirable and that shall not be inconsistent with provisions of this Indenture ; provided that such change amendments or modification does supplements shall not, in the good faith opinion of the Company’s Board of DirectorsDirectors of the Company as evidenced by a Board Resolution, adversely affect the interests interest of the Holders of the Notes in any material respect; (gb) to comply with Section 4.07 or Article 5; (c) to comply with any requirements of the Commission in connection with the qualification of this Indenture under the TIA; (d) to evidence and provide for the acceptance of an appointment hereunder by a successor Xxxxxxx, registrar, paying agent or conversion agent; (e) make any change that, in the good faith opinion of the Board of Directors as evidenced by a Board Resolution, does not materially and adversely affect the rights of any Holder; provided that any amendment to conform the terms of this Indenture or the Securities to the “Description of the Debentures” section of the Company’s offering memorandum dated June 22, 2009 relating to the offering of the Securities will not be deemed to be adverse to any Holder; (f) to provide for certificated Securities in addition to or in place of global Securities issued thereunder; (g) to add Guarantees with respect to the addition or modification of any of Securities in accordance with the applicable provisions of this Indenture as shall be necessary or desirable to provide for or facilitate the guarantee of the Notes by one or more guarantorsIndenture; (h) to increase provide for the Conversion Rate; provided that conversion rights of Holders and the increase will not adversely affect Company’s repurchase obligations in connection with a Fundamental Change pursuant to the interest requirements of the Holders of the Notes; andSection 12.01; (i) to make any change that does not adversely affect secure the rights of any Holder of Securities; or (j) to decrease the NotesConversion Price.

Amendments Without Consent of Holders. The Company and the Trustee may amend or supplement this Indenture or the Notes without notice to or the consent of any Noteholder: (a) to cure any ambiguity, omission, defect or inconsistency in this Indenture or the Notes that does not adversely affect the rights of any Holder of the Notes (provided that no amendment to cure any ambiguity, defect or inconsistency in this Indenture or the Notes made solely to conform this Indenture or the Notes to the "Description of Notes" contained in the Prospectus will be deemed to adversely affect the interests of the Holders of the Notes); (b) to evidence a successor to the Company and the assumption by that successor of the obligations of the Company under this Indenture in accordance with Article 5 or Section 10.12 of this Indenture; (c) to secure the obligations of the Company in respect of the Notes and this Indenture; (d) to add to the covenants or Events of Default of the Company for the benefit of the Holders of the Notes or to surrender any right or power conferred upon the Company; (e) to make any change to comply with the Trust Indenture Act, or any amendment thereto; (f) to make any provision with respect to matters or questions arising under this Indenture that the Company may deem necessary or desirable and that shall not be inconsistent with provisions of this Indenture provided that such change or modification does not, in the good faith opinion of the Company’s Board of Directors, adversely affect the interests of the Holders of the Notes in any material respect; (g) to provide for the addition or modification of any of the provisions of this Indenture as shall be necessary or desirable to provide for or facilitate the guarantee of the Notes by one or more guarantors; (h) to increase the Conversion Rate; provided that the increase will not adversely affect the interest of the Holders of the Notes; and (if) to make any change that does not adversely affect the rights of any Holder of the Notes.

Amendments Without Consent of Holders. The Company and the Trustee may amend or supplement this Indenture or the Notes Securities without notice to or the consent of any NoteholderHolder: (a) to cure any ambiguity, omission, defect or inconsistency in this Indenture or the Notes; (b) to evidence a successor to the Company and the assumption by that successor of the obligations of the Company under this Indenture in accordance with Article 5 or Section 10.12 of this Indenture; (c) to secure the obligations of the Company in respect of the Notes and this Indenture; (d) to add to the covenants or Events of Default of the Company for the benefit of the Holders of the Notes or to surrender any right or power conferred upon the Company; (e) to make any change to comply with the Trust Indenture Act, or any amendment thereto; (f) to make any provision with respect to matters or questions arising under this Indenture that the Company may deem necessary or desirable and that shall not be inconsistent with provisions of this Indenture ; provided that such change amendments or modification does supplements shall not, in the good faith opinion of the Company’s Board of DirectorsDirectors of the Company as evidenced by a Board Resolution, adversely affect the interests interest of the Holders of the Notes in any material respect; (gb) to comply with Section 4.07 or Article 5; (c) to comply with any requirements of the Commission in connection with the qualification of this Indenture under the TIA; (d) to evidence and provide for the acceptance of an appointment hereunder by a successor Txxxxxx, registrar, paying agent or conversion agent; (e) make any change that, in the good faith opinion of the Board of Directors as evidenced by a Board Resolution, does not materially and adversely affect the rights of any Holder; provided that any amendment to conform the terms of this Indenture or the Securities to the “Description of the Debentures” section of the Company’s offering memorandum dated June [●], 2009 relating to the offering of the Securities will not be deemed to be adverse to any Holder; (f) to provide for certificated Securities in addition to or in place of global Securities issued thereunder; (g) to add Guarantees with respect to the addition or modification of any of Securities in accordance with the applicable provisions of this Indenture as shall be necessary or desirable to provide for or facilitate the guarantee of the Notes by one or more guarantorsIndenture; (h) to increase provide for the Conversion Rate; provided that conversion rights of Holders and the increase will not adversely affect Company’s repurchase obligations in connection with a Fundamental Change pursuant to the interest requirements of the Holders of the Notes; andSection 12.01; (i) to make any change that does not adversely affect secure the rights of any Holder of Securities; or (j) to decrease the NotesConversion Price.

Amendments Without Consent of Holders. The Company and the Trustee may amend or supplement this Indenture or the Notes without notice to or Without the consent of any Noteholder------------------------------------- Holders of Securities, the Company, when authorized by a Board Resolution of the Company, the Escrow Agent and the Trustee, at any time and from time to time, may enter into one or more amendments hereto, in form satisfactory to the Trustee and Escrow Agent, for any of the following purposes: (a) to cure any ambiguity, omission, defect or inconsistency in this Indenture or the Notes; (b1) to evidence a successor the succession of another Person to the Company and the assumption by that any such successor of the obligations of the Company under this Indenture in accordance with Article 5 or Section 10.12 of this Indenture; (c) to secure the obligations covenants of the Company in respect of the Notes Indenture and this Indenture;in the Securities; or (d2) to add to the covenants or Events of Default of the Company for the benefit of the Holders of the Notes or to surrender any right or power herein conferred upon the Company;; or (e3) to make any change to comply with any requirements of the Commission in order to effect and maintain the qualification of the Indenture under the Trust Indenture Act; or (4) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein or in the Indenture, or any amendment thereto; (f) to make any provision other provisions with respect to matters or questions arising under this Indenture that the Company may deem necessary or desirable and that Agreement which shall not be inconsistent with the provisions of this Indenture Agreement, provided that such change or modification does not, in the good faith opinion of the Company’s Board of Directors, action pursuant to this Clause (4) shall not adversely affect the interests of the Holders of the Notes in any material respect;; or (g5) to evidence and provide for the addition or modification acceptance and appointment hereunder of any of the provisions of this Indenture as shall be necessary or desirable to provide for or facilitate the guarantee of the Notes by one or more guarantors; (h) to increase the Conversion Rate; provided that the increase will not adversely affect the interest of the Holders of the Notes; and (i) to make any change that does not adversely affect the rights of any Holder of the Notesa successor Escrow Agent.

Amendments Without Consent of Holders. The Company and the Trustee may amend or supplement this the Indenture or the Notes without notice to or the consent of any Noteholder: (a1) to cure any ambiguity, omission, defect or inconsistency in this the Indenture or the Notes, or to make any other provisions with respect to matters or questions arising under the Indenture (including as to any particular series of Notes, to conform such series to the provisions of the description of such series set forth in any final offering memorandum or final prospectus relating to the initial issuance of such series to the extent that such description provisions are intended to be a verbatim recitation of terms applicable to the series), provided such action shall not adversely affect the interests of the Holders in any material respect; (2) to comply with Section 5.01; (3) to comply with any requirements of the Commission in connection with the qualification of the Indenture under the Trust Indenture Act; (4) to evidence and provide for the acceptance of an appointment hereunder by a successor Trustee; (5) to provide for uncertificated Notes in addition to or in place of certificated Notes; (6) to secure the Notes; (b7) to evidence a successor to provide for or confirm the Company and the assumption by that successor issuance of the obligations of the Company under this Indenture in accordance with Article 5 or Section 10.12 of this IndentureAdditional Notes; (c) to secure the obligations of the Company in respect of the Notes and this Indenture; (d) 8) to add to the covenants or Events of Default of the Company for the benefit of the Holders of the Notes or to surrender any right or power herein conferred upon the Company; (e9) to add any additional Events of Default, (10) to comply with the rules of any applicable securities depositary; or (11) to make any change to comply with the Trust Indenture Act, or any amendment thereto; (f) to make any provision with respect to matters or questions arising under this Indenture that the Company may deem necessary or desirable and that shall not be inconsistent with provisions of this Indenture provided that such change or modification does not, in the good faith opinion of the Company’s Board of Directors, adversely affect the interests of the Holders of the Notes in any material respect; (g) to provide for the addition or modification of any of the provisions of this Indenture as shall be necessary or desirable to provide for or facilitate the guarantee of the Notes by one or more guarantors; (h) to increase the Conversion Rate; provided that the increase will not adversely affect the interest of the Holders of the Notes; and (i) to make any other change that does not materially and adversely affect the rights of any Holder of the NotesHolder.