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

Supplemental Indentures Without Consent of Holders. Without the consent of any Holder, the Company, the Reference Entity and the Trustee, at the Company’s expense, may from time to time and at any time enter into any amendment, supplement or waiver for one or more of the following purposes: (a) to cure any ambiguity, omission, defect or inconsistency; (b) to provide for the assumption by a Successor Company or other successor corporation of the obligations of the Company or the Reference Entity under this Indenture and the Notes pursuant to Article 11 or Section 14.04, including pursuant to a Spin-Off, Split-Off, Share Election Merger or Permitted HoldCo Transaction; (c) to add guarantees with respect to the Notes; (d) to secure the Notes; (e) to add covenants or Events of Default for the benefit of the Holders or surrender any right or power conferred upon the Company; (f) to make any change that does not materially adversely affect the rights of any Holder; (g) in connection with any Merger Event, to provide that the Notes are convertible into or exchangeable for Reference Property, subject to the provisions of Section 14.02, and make changes to the terms of the Notes to the extent expressly required by Section 14.07; (h) in connection with any transaction described under Section 11.05, to make changes to the terms of the Notes solely to reflect any Successor Holding Company Reference Entity’s status as the Reference Entity; (i) in connection with any Reverse Spin-Off, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Spin-Off Exchangeable Baskets) in accordance with Section 14.04(c); (j) in connection with any Reverse Split-Off, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Split-Off Exchangeable Baskets) in accordance with Section 14.04(e); (k) in connection with any Share Election Merger, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Share Election Merger Exchangeable Baskets) in accordance with Section 14.04(f); or (l) to conform the provisions of this Indenture or the Notes to the “Description of Notes” section of the Offering Memorandum. Upon the written request of the Company, the Trustee is hereby authorized to join with the Company and the Reference Entity in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained. 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 immunities under this Indenture or otherwise. Any amendment, supplement or waiver authorized by the provisions of this Section 10.01 may be executed by the Company, the Reference Entity and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 10.02.

Supplemental Indentures Without Consent of Holders. Without the consent of any HolderHolders, the Company, when authorized by or pursuant to a Board Resolution, the Reference Entity Guarantors and the Trustee, at the Company’s expense, may any time and from time to time and at any time time, may enter into indentures supplemental hereto, in form reasonably satisfactory to the Trustee, for any amendment, supplement or waiver for one or more of the following purposes: (a1) to cure evidence the succession of another Person to the Company or any ambiguity, omission, defect or inconsistency; (b) to provide for Guarantor and the assumption by a Successor any such successor of the covenants of the Company or other successor corporation of such Guarantor herein and in the obligations Securities; or (2) to add to the covenants of the Company or the Reference Entity under this Indenture and the Notes pursuant to Article 11 or Section 14.04, including pursuant to a Spin-Off, Split-Off, Share Election Merger or Permitted HoldCo Transaction; (c) to add guarantees with respect to the Notes; (d) to secure the Notes; (e) to add covenants or Events of Default Guarantors 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 conferred upon the Company;Company or the Guarantors in this Indenture or in the Securities; or (f3) to make add any change that does not materially adversely affect the rights additional Events of Default with respect to all or any Holder;series of Securities; or (g4) in connection with to add to or change any Merger Event, to provide that the Notes are convertible into or exchangeable for Reference Property, subject to of the provisions of Section 14.02, and make changes this Indenture to such extent as shall be necessary to facilitate the terms issuance of the Notes to the extent expressly required by Section 14.07; (h) in connection with any transaction described under Section 11.05, to make changes to the terms of the Notes solely to reflect any Successor Holding Company Reference Entity’s status as the Reference Entity; (i) in connection with any Reverse Spin-Off, to make changes to the terms of the Notes Bearer Securities (including, without limitation, to provide that Bearer Securities may be registrable as to principal only) or to facilitate the Notes are exchangeable for Spin-Off Exchangeable Baskets) issuance of Securities in accordance with Section 14.04(c); (j) in connection with any Reverse Split-Off, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Split-Off Exchangeable Baskets) in accordance with Section 14.04(e); (k) in connection with any Share Election Merger, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Share Election Merger Exchangeable Baskets) in accordance with Section 14.04(f)global form; or (l5) to conform amend or supplement any provision contained herein or in any supplemental indenture (which amendment or supplement may apply to one or more series of Securities or to one or more Securities within any series as specified in such supplemental indenture), provided that such amendment or supplement does not apply to any Outstanding Security issued prior to the date of such supplemental indenture and entitled to the benefits of such provision; or (6) to secure the Securities; or (7) to establish the form or terms of Securities of any series as permitted by Sections 2.1 and 3.1; or (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 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; or (9) to add or release a Guarantor as required or permitted by this Indenture; or (10) if allowed without penalty under applicable laws and regulations, to permit payment in the United States of principal, premium, if any, or interest, if any, on Bearer Securities or coupons, if any; or (11) to cure or reform any ambiguity, defect, omission, mistake, manifest error or inconsistency or to conform this Indenture or the Notes Securities of a series to the “Description of Notes” section any provision of the Offering Memorandum. Upon description thereof set forth in the written request final prospectus, offering memorandum or other offering document, as supplemented as of the Companytime of sale, the Trustee is hereby authorized to join with the Company and the Reference Entity in the execution of any under which such supplemental indenture, Securities were sold; or (12) to make any further appropriate agreements other change that does not adversely affect the rights of any Holder; or (13) to make any change to comply with the Trust Indenture Act of 1939 or any amendment thereof, or any requirement of the Securities and stipulations that may be therein contained. The Trustee shall not be obligated to, but may Exchange Commission in its discretion, enter into any supplemental indenture that affects connection with the Trustee’s own rights, duties or immunities under qualification of this Indenture under the Trust Indenture Act of 1939 or otherwise. Any amendment, supplement or waiver authorized by the provisions of this Section 10.01 may be executed by the Company, the Reference Entity and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 10.02amendment thereof.

Supplemental Indentures Without Consent of Holders. Without the consent of any HolderHolders, the Company, the Reference Entity Company and the Trustee, at the Company’s expense, may from time to time and at any time enter into any amendment, supplement an indenture or waiver indentures supplemental hereto for one or more of the following purposes: (a) to cure any ambiguity, omission, defect or inconsistency; (b) to provide for the assumption by a Successor Company or other successor corporation of the obligations of the Company or the Reference Entity under this Indenture and the Notes pursuant to Article 11 or Section 14.04, including pursuant to a Spin-Off, Split-Off, Share Election Merger or Permitted HoldCo Transaction11; (c) to add guarantees with respect to the Notes; (d) to secure the Notes; (e) to add to the covenants or Events of Default of the Company for the benefit of the Holders or surrender any right or power conferred upon the Company; (f) to make any change that does not materially adversely affect the rights of any HolderHolder as determined by the Company in good faith; (g) in connection with any Merger Share Exchange Event, to provide that the Notes are convertible into or exchangeable for Reference Property, subject to the provisions of Section 14.02, and make such related changes to the terms of the Notes to the extent expressly required by Section 14.07; (h) in connection with any transaction described under Section 11.05, to make changes to the terms of the Notes solely to reflect any Successor Holding Company Reference Entity’s status as the Reference Entity; (i) in connection with any Reverse Spin-Off, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Spin-Off Exchangeable Baskets) in accordance with Section 14.04(c); (j) in connection with any Reverse Split-Off, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Split-Off Exchangeable Baskets) in accordance with Section 14.04(e); (k) in connection with any Share Election Merger, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Share Election Merger Exchangeable Baskets) in accordance with Section 14.04(f); or (l) to conform the provisions of this Indenture or the Notes to the “Description of Notes” section of the Offering MemorandumMemorandum as evidenced in an Officer’s Certificate; (i) to comply with the rules of any applicable Depositary, including The Depository Trust Company, so long as such amendment does not adversely affect the rights of any Holder in any material respect; (j) to appoint a successor trustee with respect to the Notes; (k) to increase the Conversion Rate as provided in this Indenture; or (l) to provide for the acceptance of appointment by a successor Trustee, security registrar, Paying Agent, Bid Solicitation Agent or Conversion Agent to facilitate the administration of the trusts under this Indenture by more than one trustee. Upon the written request of the Company, the Trustee is hereby authorized to join with the Company and the Reference Entity in the execution of any such supplemental indenture, indenture and to make any further appropriate agreements and stipulations that may be therein contained. The , 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 immunities under this Indenture or otherwise. Any amendment, supplement or waiver supplemental indenture authorized by the provisions of this Section 10.01 may be executed by the Company, the Reference Entity Company and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 10.02.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holder, the Company, the Reference Entity The Company and the Trustee, at the Company’s expense, may from time to time and at any time amend or enter into any amendment, supplement an indenture or waiver indentures supplemental hereto for one or more of the following purposespurposes to: (a) to cure any ambiguity, omission, defect or inconsistencyinconsistency in this Indenture; (b) to provide for the assumption by a Successor Company or other successor corporation of the obligations of the Company or the Reference Entity under this Indenture and the Notes pursuant to Article 11 or Section 14.04, including pursuant to a Spin-Off, Split-Off, Share Election Merger or Permitted HoldCo Transaction11; (c) to add guarantees with respect to the Notes; (d) to secure the Notes; (e) add to add the covenants or Events of Default of the Company for the benefit of the Holders or surrender any right or power conferred upon the CompanyCompany under this Indenture; (f) to make any change that does not materially adversely affect the rights of any HolderHolder in any material respect; (g) increase the Conversion Rate as provided herein; (h) provide for the acceptance of appointment by a successor trustee or facilitate the administration of the trusts under this Indenture by more than one trustee; (i) in connection with any Merger Event, to provide that the Notes notes are convertible into or exchangeable for Reference Property, subject to the provisions of Section 14.02, and make such related changes to the terms of the Notes to the extent expressly required by Section 14.07; (h) in connection with any transaction described under Section 11.05, to make changes to the terms of the Notes solely to reflect any Successor Holding Company Reference Entity’s status as the Reference Entity; (i) in connection with any Reverse Spin-Off, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Spin-Off Exchangeable Baskets) in accordance with Section 14.04(c); (j) in connection comply with the rules of any Reverse Split-Offapplicable Depositary, to make changes to including The Depository Trust Company, so long as such amendment does not materially and adversely affect the terms rights of the Notes (including, without limitation, to provide that the Notes are exchangeable for Split-Off Exchangeable Baskets) in accordance with Section 14.04(e)any Holder; (k) in connection with any Share Election Merger, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Share Election Merger Exchangeable Baskets) in accordance with Section 14.04(f); or (l) to conform the provisions of this Indenture or the Notes to the “Description of Notesnotes” section of the Offering Memorandum; or (l) provide for the issuance of additional Notes in accordance with this Indenture. Upon the written request of the Company, the Trustee is hereby authorized to join with the Company and the Reference Entity in the execution of any such amendment or supplemental indenture, indenture and to make any further appropriate agreements and stipulations that may be therein contained. The , 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 immunities under this Indenture or otherwise. Any amendment, supplement or waiver supplemental indenture authorized by the provisions of this Section 10.01 may be executed by the Company, the Reference Entity Company and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 10.02.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holder, the The Company, when authorized by the Reference Entity resolutions of the Board of Directors and the Trustee, at the Company’s expense, may from time to time and at any time enter into any amendment, supplement an indenture or waiver indentures supplemental hereto for one or more of the following purposes: (a) to cure any ambiguity, omission, defect or inconsistencyinconsistency that does not adversely affect Holders of the Notes; (b) to provide for the assumption by a Successor Company or other successor corporation of the obligations of the Company or under the Reference Entity under this Indenture and the Notes pursuant to Article 11 or Section 14.04, including pursuant to a Spin-Off, Split-Off, Share Election Merger or Permitted HoldCo Transaction10; (c) to provide for or confirm the issuance of additional Notes in accordance with the terms of the Indenture; (d) to evidence and provide for the acceptance of appointment under the Indenture by a successor trustee; (e) to add guarantees with respect to the Notes; (df) to secure the Notes; (eg) to add to the covenants or Events of Default the Company for the benefit of the Holders or surrender any right or power conferred upon the Company; (fh) to comply with Section 11.07(a) or make any change that does not materially adversely affect the rights of any Holder; (gi) to comply with any requirement of the Commission in connection with any Merger Event, to provide that the Notes are convertible into or exchangeable for Reference Property, subject to the provisions of Section 14.02, and make changes to the terms qualification of the Notes to Indenture under the extent expressly required by Section 14.07; (h) in connection with any transaction described under Section 11.05, to make changes to the terms of the Notes solely to reflect any Successor Holding Company Reference Entity’s status as the Reference Entity; (i) in connection with any Reverse Spin-Off, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Spin-Off Exchangeable Baskets) in accordance with Section 14.04(c); (j) in connection with any Reverse Split-Off, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Split-Off Exchangeable Baskets) in accordance with Section 14.04(e); (k) in connection with any Share Election Merger, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Share Election Merger Exchangeable Baskets) in accordance with Section 14.04(f)Trust Indenture Act; or (lj) to conform the provisions of this the Indenture or the Notes to the “Description of Notes” section of the Offering MemorandumProspectus Supplement. Upon the written request of the Company, the Trustee is hereby authorized to join with the Company and the Reference Entity in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained. The , 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 immunities under this the Indenture or otherwise. Any amendment, supplement or waiver supplemental indenture authorized by the provisions of this Section 10.01 9.02 may be executed by the Company, the Reference Entity Company and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 10.029.03.

Supplemental Indentures Without Consent of Holders. Without notice to or the consent of any Holder, the CompanyCompany may, with the Reference Entity and consent of the Trustee, at the Company’s expense, may any time and from time to time and at time, amend or supplement this Indenture or the Notes, in form satisfactory to the Trustee, for any time enter into any amendment, supplement or waiver for one or more of the following purposespurposes to: (a) to cure any ambiguityevidence the assumption of its obligations under the Indenture and the Notes by a successor upon its consolidation or merger or the sale, omissiontransfer, defect lease, conveyance or inconsistencyother disposition of all of or substantially all of its property or assets in accordance with the Indenture; (b) make adjustments in accordance with this Indenture to provide for the assumption by a Successor right to convert the Notes upon certain reclassifications in its Common Stock and certain consolidations, mergers, and binding share exchanges involving the Company and upon the sale, transfer, lease, conveyance or other successor corporation disposition of the obligations all or substantially all of the Company its property or the Reference Entity under this Indenture and the Notes pursuant to Article 11 or Section 14.04, including pursuant to a Spin-Off, Split-Off, Share Election Merger or Permitted HoldCo Transactionassets; (c) to add guarantees with respect to to, or secure its obligations in respect of, the Notes; (d) add to secure the Notes; (e) to add its covenants or Events of Default for the benefit of the Holders or to surrender any right or power conferred upon the Company; (e) cure any ambiguity, defect, omission or inconsistency in this Indenture; (f) comply with the requirements of the Commission in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act as in effect on the date on which this Indenture is qualified thereunder; (g) to pay interest in accordance with the terms of this Indenture; (h) make any change that does not materially adversely affect the rights of any Holder; (g) in connection with any Merger Event, to provide that the Notes are convertible into or exchangeable for Reference Property, subject to the provisions of Section 14.02, and make changes to the terms of the Notes to the extent expressly required by Section 14.07; (h) in connection with any transaction described under Section 11.05, to make changes to the terms of the Notes solely to reflect any Successor Holding Company Reference Entity’s status as the Reference Entitythis Indenture; (i) in connection with any Reverse Spin-Offprovide for the appointment of a successor Trustee, to make changes to the terms of the Notes (includingNote Registrar, without limitationPaying Agent, to provide that the Notes are exchangeable for Spin-Off Exchangeable Baskets) in accordance with Section 14.04(c)or Conversion Agent; (j) comply with the rules of any applicable securities depositary in connection with a manner that does not adversely affect the rights of any Reverse Split-Off, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Split-Off Exchangeable Baskets) in accordance with Section 14.04(e); (k) in connection with any Share Election Merger, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Share Election Merger Exchangeable Baskets) in accordance with Section 14.04(f)Holder; or (lk) to conform the provisions of this Indenture or the Notes to the “Description of Notes” section of the Offering Memorandum. Upon Prospectus to the written request extent that such provision in the “Description of the Notes” was intended (as evidenced by an Officers’ Certificate of the Company, the Trustee is hereby authorized ) to join with the Company and the Reference Entity in the execution be a verbatim recitation of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained. 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 immunities under a provision of this Indenture or otherwise. Any amendment, supplement or waiver authorized by the provisions of this Section 10.01 may be executed by the Company, the Reference Entity and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 10.02Notes.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holder, the Company, the Reference Entity The Company and the Trustee, at the Company’s expense, may from time to time and at any time enter into any amendment, supplement an indenture or waiver indentures supplemental hereto for one or more of the following purposes: (a) to cure any ambiguity, omission, defect or inconsistency; (b) to provide for the assumption by a Successor Company or other successor corporation of the obligations of the Company or the Reference Entity under this Indenture and the Notes pursuant to Article 11 or Section 14.04, including pursuant to a Spin-Off, Split-Off, Share Election Merger or Permitted HoldCo Transaction11; (c) to add guarantees with respect to the Notes; (d) to secure the Notes; (e) to add to the covenants or Events of Default of the Company for the benefit of the Holders or surrender any right or power conferred upon the Company; (f) to make any change that does not materially adversely affect the rights of any Holder; (g) in connection with any Merger Share Exchange Event, to provide that the Notes notes are convertible into or exchangeable for Reference Property, subject to the provisions of Section 14.02, and make such related changes to the terms of the Notes to the extent expressly required by Section 14.07; (h) in connection with any transaction described under Section 11.05, to make changes to the terms of the Notes solely to reflect any Successor Holding Company Reference Entity’s status as the Reference Entity; (i) in connection with any Reverse Spin-Off, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Spin-Off Exchangeable Baskets) in accordance with Section 14.04(c); (j) in connection with any Reverse Split-Off, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Split-Off Exchangeable Baskets) in accordance with Section 14.04(e); (k) in connection with any Share Election Merger, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Share Election Merger Exchangeable Baskets) in accordance with Section 14.04(f); or (l) to conform the provisions of this Indenture or the Notes to the “Description of Notesnotes” section of the Offering MemorandumMemorandum as evidenced in an Officer’s Certificate; (i) to comply with the rules of any applicable Depositary, including The Depository Trust Company, so long as such amendment does not adversely affect the rights of any Holder; (j) to appoint a successor trustee with respect to the Notes; (k) to increase the Conversion Rate as provided in this Indenture; (l) to provide for the acceptance of appointment by a successor Trustee, security registrar, Paying Agent, Bid Solicitation Agent or Conversion Agent to facilitate the administration of the trusts under this Indenture by more than one trustee; or (m) to irrevocably elect a Settlement Method or a Specified Dollar Amount, or eliminate the Company’s right to elect a Settlement Method. Upon the written request of the Company, the Trustee is hereby authorized to join with the Company and the Reference Entity in the execution of any such supplemental indenture, indenture and to make any further appropriate agreements and stipulations that may be therein contained. The , 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 immunities under this Indenture or otherwise. Any amendment, supplement or waiver supplemental indenture authorized by the provisions of this Section 10.01 may be executed by the Company, the Reference Entity Company and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 10.02.

Supplemental Indentures Without Consent of Holders. Without the consent of any HolderHolders of Securities or Coupons, the CompanyCompany (when authorized by or pursuant to a Board Resolution), the Reference Entity Guarantor (when authorized by or pursuant to a Guarantor’s Board Resolution) and the Trustee, at the Company’s expense, may any time and from time to time and at any time time, may enter into any amendment, supplement or waiver for one or more indentures supplemental hereto, for any of the following purposes: (a1) to cure any ambiguityevidence the succession of another Person to the Company or the Guarantor, omission, defect or inconsistency; (b) to provide for and the assumption by a Successor Company or other any such successor corporation of the covenants, agreements and obligations of the Company or the Reference Entity under this Indenture Guarantor, as the case may be, contained herein and in the Notes pursuant to Article 11 or Section 14.04Securities, including pursuant to a Spin-Off, Split-Off, Share Election Merger or Permitted HoldCo Transaction;in each case in compliance with the Indenture; or (c2) to add guarantees with respect to the Notes; (d) to secure covenants of the Notes; (e) to add covenants Company or Events of Default the Guarantor, as the case may be, for the benefit of the Holders of all or any series of Securities (as shall be specified in such supplemental indenture or indentures) or to surrender any right or power herein conferred upon the Company;Company or the Guarantor, as the case may be; or (f3) 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, any premium or interest on or any Additional Amounts with respect to Securities, to permit Bearer Securities to be issued in exchange for Registered Securities, to permit Bearer Securities to be exchanged for Bearer Securities of other authorized denominations or to permit or facilitate the issuance of Securities in uncertificated form, provided any such action shall not adversely affect the interests of the Holders of Outstanding Securities of any series or any Coupons appertaining thereto in any material respect; or (4) to establish the form or terms of Securities of any series and any Coupons appertaining thereto as permitted by Sections 2.1 and 3.1; or (5) 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 6.9; or (6) to cure any ambiguity or to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any change that does other provisions with respect to matters or questions arising under this Indenture which shall not materially adversely affect the rights interests of the Holders of Securities of any Holder;series then Outstanding or any Coupons appertaining thereto in any material respect; or (g7) in connection with any Merger Eventto add to, to provide that delete from or revise the Notes are convertible into conditions, limitations and restrictions on the authorized amount, terms or exchangeable for Reference Propertypurposes of issue, subject to the provisions authentication and delivery of Section 14.02Securities, and make changes to the terms of the Notes to the extent expressly required by Section 14.07;as herein set forth; or (h) 8) to add any additional Events of Default with respect to all or any series of Securities (as shall be specified in connection with any transaction described under Section 11.05, to make changes to the terms of the Notes solely to reflect any Successor Holding Company Reference Entity’s status as the Reference Entity; (i) in connection with any Reverse Spin-Off, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Spin-Off Exchangeable Baskets) in accordance with Section 14.04(c); (j) in connection with any Reverse Split-Off, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Split-Off Exchangeable Baskets) in accordance with Section 14.04(e); (k) in connection with any Share Election Merger, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Share Election Merger Exchangeable Baskets) in accordance with Section 14.04(fsuch supplemental indenture); or (l9) to conform supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the Notes to the “Description of Notes” section of the Offering Memorandum. Upon the written request of the Company, the Trustee is hereby authorized to join with the Company defeasance and the Reference Entity in the execution discharge of any series of Securities pursuant to Article 4, provided that any such action shall not adversely affect the interests of any Holder of an Outstanding Security of such series and any Coupons appertaining thereto or any other Outstanding Security or Coupon in any material respect; or (10) to secure the Securities pursuant to Section 10.5 or otherwise; or (11) to make provisions with respect to conversion or exchange rights of Holders of Securities of any series; or (12) to amend or supplement any provision contained herein or in any supplemental indenture, to make any further appropriate agreements and stipulations provided that may be therein contained. The Trustee no such amendment or supplement shall not be obligated to, but may in its discretion, enter into any supplemental indenture that affects materially adversely affect the Trustee’s own rights, duties or immunities under this Indenture or otherwise. Any amendment, supplement or waiver authorized by the provisions of this Section 10.01 may be executed by the Company, the Reference Entity and the Trustee without the consent interests of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 10.02Securities then Outstanding.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holder, the The Company, when authorized by the Reference Entity resolutions of the Board of Directors and the Trustee, at the Company’s expense, may from time to time and at any time enter into any amendment, supplement an indenture or waiver indentures supplemental to this Indenture (including the form of agreements attached hereto as exhibits) for one or more of the following purposes: (a) to cure any ambiguity, omission, defect or inconsistencyinconsistency that is not materially adverse to Holders; (b) to provide for the assumption by a Successor Company or other successor corporation of the obligations of the Company or the Reference Entity under this Indenture and the Notes pursuant to Article 11 or Section 14.04, including pursuant to a Spin-Off, Split-Off, Share Election Merger or Permitted HoldCo TransactionXI; (c) to add guarantees with respect to the NotesNotes or to release any Guarantor’s Guarantee to the extent permitted under this Indenture; (d) to secure the Notes; (e) to add to the covenants or Events of Default of the Company for the benefit of the Holders or surrender any right or power conferred upon the CompanyCompany under this Indenture; (f) to make any change that does not materially adversely affect the rights of any HolderHolder in any material respect; (g) to increase the Conversion Rate as provided in this Indenture; (h) to provide for the acceptance of appointment by a successor trustee pursuant to Section 7.09 or to facilitate the administration of the trusts under this Indenture by more than one trustee; (i) in connection with any Merger Common Stock Change Event, to provide that the Notes are convertible into or exchangeable for Reference Property, subject to the provisions of Section 14.0213.02, and make such related changes to the terms of the Notes to the extent expressly required or permitted by Section 14.07; (h) in connection with any transaction described under Section 11.05, to make changes to the terms of the Notes solely to reflect any Successor Holding Company Reference Entity’s status as the Reference Entity; (i) in connection with any Reverse Spin-Off, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Spin-Off Exchangeable Baskets) in accordance with Section 14.04(c)Article XIII; (j) comply with any requirement of the Commission in connection with any Reverse Split-Off, to make changes to qualification of this Indenture or any supplemental indenture under the terms of the Notes Trust Indenture Act; or (including, without limitation, k) to provide that for the issuance of additional Notes are exchangeable for Split-Off Exchangeable Baskets) in accordance with Section 14.04(e); (k) in connection with any Share Election Merger, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Share Election Merger Exchangeable Baskets) in accordance with Section 14.04(f); or (l) to conform the provisions of this Indenture or the Notes to the “Description of Notes” section of the Offering Memorandum2.11. Upon the written request of the Company, the Trustee is hereby authorized to to, and shall join with the Company and the Reference Entity in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained. The , except that 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 immunities under this Indenture or otherwise. Any The Trustee shall be entitled to receive, and shall be fully protected in conclusively relying upon without liability and without any obligation, an Opinion of Counsel and an Officer’s Certificate each stating that the execution of any amendment, supplement or waiver authorized pursuant to this Section 10.01 is authorized or permitted by this Indenture and all conditions precedent thereto have been complied with. Such Officer’s Certificate or Opinion of Counsel, as applicable, shall be at the expense of the Company. Any supplemental indenture authorized by the provisions of this Section 10.01 may be executed by the Company, the Reference Entity Company and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 10.02.

Supplemental Indentures Without Consent of Holders. Without The Company and the Trustee may amend the Indenture or the Notes or enter into an indenture supplemental hereto without notice to or the consent of any Holder, the Company, the Reference Entity and the Trustee, at the Company’s expense, may from time to time and at any time enter into any amendment, supplement or waiver for one or more of the following purposes:Holder to (a) to cure any ambiguityambiguities, omissionomissions, defect defects or inconsistencyinconsistencies as evidenced by an Officer’s Certificate; (b) make any change that would provide any additional rights or benefits to the Holders of the Notes of a series; (c) provide for or add guarantors with respect to the Notes of any series; (d) secure the Notes of any series; (e) provide for uncertificated Notes of any series in addition to or in place of certificated Notes of the applicable series; (f) evidence and provide for the acceptance of appointment by a successor Trustee; (g) provide for the assumption by a Successor Company or other successor corporation of the Company’s obligations to the Holders of the Company or Notes of any series, in compliance with the Reference Entity under this Indenture and applicable provisions of the Notes pursuant to Article 11 or Section 14.04, including pursuant to a Spin-Off, Split-Off, Share Election Merger or Permitted HoldCo TransactionIndenture; (ch) to add guarantees with respect to maintain the Notes;qualification of the Indenture under the Trust Indenture Act; or (di) to secure the Notes; (e) to add covenants or Events of Default for the benefit of the Holders or surrender any right or power conferred upon the Company; (f) to make any change that does not materially adversely affect the rights of any Holder; (g) Holder of Notes in connection with any Merger Event, to provide that the Notes are convertible into or exchangeable for Reference Property, subject to the provisions of Section 14.02, and make changes to the terms of the Notes to the extent expressly required by Section 14.07; (h) in connection with any transaction described under Section 11.05, to make changes to the terms of the Notes solely to reflect any Successor Holding Company Reference Entity’s status as the Reference Entity; (i) in connection with any Reverse Spin-Off, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Spin-Off Exchangeable Baskets) in accordance with Section 14.04(c); (j) in connection with any Reverse Split-Off, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Split-Off Exchangeable Baskets) in accordance with Section 14.04(e); (k) in connection with any Share Election Merger, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Share Election Merger Exchangeable Baskets) in accordance with Section 14.04(f); or (l) to conform the provisions of this Indenture or the Notes to the “Description of Notes” section of the Offering Memorandummaterial respect. Upon the written request of the Company, the The Trustee is hereby authorized to join with the Company and the Reference Entity in the execution of any such amendment or supplemental indenture, to make any further appropriate agreements and stipulations that which may be therein contained. The contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any Property thereunder, but the Trustee shall not be obligated to, but may in its discretion, to enter into any such amendment or supplemental indenture that which affects the Trustee’s own rights, duties or immunities under this the Indenture or otherwise. Any amendment, supplement amendment or waiver supplemental indenture authorized by the provisions of this Section 10.01 section may be executed by the Company, the Reference Entity without notice to and the Trustee without the consent of the Holders of any of the Notes at the time outstandingOutstanding, notwithstanding any of the provisions of Section 10.026.03.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holder, the Company, the Reference Entity The Company and the TrusteeTrustees, at the Company’s expense, may from time to time and at any time enter into any amendment, supplement an indenture or waiver indentures supplemental hereto for one or more of the following purposes: (a) to cure any ambiguity, omission, defect or inconsistency; (b) to provide for the assumption by a Successor Company or other successor corporation of the obligations of the Company or the Reference Entity under this Indenture and the Notes pursuant to Article 11 or Section 14.04, including pursuant to a Spin-Off, Split-Off, Share Election Merger or Permitted HoldCo Transaction11; (c) to add guarantees with respect to the Notes; (d) to secure the Notes; (e) to add to the covenants or Events of Default of the Company for the benefit of the Holders or surrender any right or power conferred upon the Company; (f) to make any change that does not materially adversely affect the rights of any Holder; (g) in connection with any Merger Event, to provide that the Notes are convertible into or exchangeable for Reference Property, subject to the provisions of Section 14.02, and make such related changes to the terms of the Notes to the extent expressly required by Section 14.07; (h) in connection with any transaction described under Section 11.05, to make changes to the terms of the Notes solely to reflect any Successor Holding Company Reference Entity’s status as the Reference Entity; (i) in connection with any Reverse Spin-Off, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Spin-Off Exchangeable Baskets) in accordance with Section 14.04(c); (j) in connection with any Reverse Split-Off, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Split-Off Exchangeable Baskets) in accordance with Section 14.04(e); (k) in connection with any Share Election Merger, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Share Election Merger Exchangeable Baskets) in accordance with Section 14.04(f); or (lh) to conform the provisions of this Indenture or the Notes to the “Description of Notes” section of the Offering MemorandumMemorandum as evidenced in an Officer’s Certificate. Upon the written request of the Company, the Trustee is Trustees are hereby authorized to join with the Company and the Reference Entity in the execution of any such supplemental indenture, indenture and to make any further appropriate agreements and stipulations that may be therein contained. The Trustee , but the Trustees shall not be obligated to, but may in its their discretion, enter into any supplemental indenture that affects the Trustee’s Trustees’ own rights, duties or immunities under this Indenture or otherwise. Any amendment, supplement or waiver supplemental indenture authorized by the provisions of this Section 10.01 may be executed by the Company, the Reference Entity Company and the Trustee Trustees without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 10.02.

Supplemental Indentures Without Consent of Holders. Without The Company and the Trustee may amend the Indenture or the Notes or enter into an indenture supplemental hereto without notice to or the consent of any Holder, the Company, the Reference Entity and the Trustee, at the Company’s expense, may from time to time and at any time enter into any amendment, supplement or waiver for one or more of the following purposesHolder to: (a) to cure any ambiguityambiguities, omissionomissions, defect defects or inconsistencyinconsistencies as evidenced by an Officer’s Certificate; (b) make any change that would provide any additional rights or benefits to the Holders of the Notes of a series; (c) provide for or add guarantors with respect to the Notes of any series; (d) secure the Notes of any series; (e) provide for uncertificated Notes of any series in addition to or in place of certificated Notes of the applicable series; (f) evidence and provide for the acceptance of appointment by a successor Xxxxxxx; (g) provide for the assumption by a Successor Company or other successor corporation of the Company’s obligations to the Holders of the Company or Notes of any series, in compliance with the Reference Entity under this Indenture and applicable provisions of the Notes pursuant to Article 11 or Section 14.04, including pursuant to a Spin-Off, Split-Off, Share Election Merger or Permitted HoldCo TransactionIndenture; (ch) to add guarantees with respect to maintain the Notes;qualification of the Indenture under the Trust Indenture Act; or (di) to secure the Notes; (e) to add covenants or Events of Default for the benefit of the Holders or surrender any right or power conferred upon the Company; (f) to make any change that does not materially adversely affect the rights of any Holder; (g) Holder of Notes in connection with any Merger Event, to provide that the Notes are convertible into or exchangeable for Reference Property, subject to the provisions of Section 14.02, and make changes to the terms of the Notes to the extent expressly required by Section 14.07; (h) in connection with any transaction described under Section 11.05, to make changes to the terms of the Notes solely to reflect any Successor Holding Company Reference Entity’s status as the Reference Entity; (i) in connection with any Reverse Spin-Off, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Spin-Off Exchangeable Baskets) in accordance with Section 14.04(c); (j) in connection with any Reverse Split-Off, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Split-Off Exchangeable Baskets) in accordance with Section 14.04(e); (k) in connection with any Share Election Merger, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Share Election Merger Exchangeable Baskets) in accordance with Section 14.04(f); or (l) to conform the provisions of this Indenture or the Notes to the “Description of Notes” section of the Offering Memorandummaterial respect. Upon the written request of the Company, the The Trustee is hereby authorized to join with the Company and the Reference Entity in the execution of any such amendment or supplemental indenture, to make any further appropriate agreements and stipulations that which may be therein contained. The contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any Property thereunder, but the Trustee shall not be obligated to, but may in its discretion, to enter into any such amendment or supplemental indenture that which affects the Trustee’s own rights, duties or immunities under this the Indenture or otherwise. Any amendment, supplement amendment or waiver supplemental indenture authorized by the provisions of this Section 10.01 section may be executed by the Company, the Reference Entity without notice to and the Trustee without the consent of the Holders of any of the Notes at the time outstandingOutstanding, notwithstanding any of the provisions of Section 10.026.03.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holder, the The Company, the Reference Entity Guarantors, if any, and the TrusteeTrustee may, at the Company’s expense, may any time and from time to time and at any time time, enter into any amendment, supplement or waiver for one or more of indentures supplemental to the following purposesIndenture without notice to, or the consent of, any Holder: (ai) to cure any ambiguity, omission, defect or inconsistency; (b) evidence the succession of another Person to provide for the Company and the assumption by a Successor Company or other such successor corporation of the obligations covenants of the Company or in the Reference Entity under this Indenture and the Notes pursuant to Article 11 or Section 14.04, including pursuant to a Spin-Off, Split-Off, Share Election Merger or Permitted HoldCo Transaction; (c) to add guarantees with respect to the Notes; (dii) 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 by the Indenture; (iii) to add any additional Events of Default; (iv) to provide for uncertificated Notes in addition to or in place of certificated Notes; (v) to evidence and provide for the acceptance of appointment under the Indenture of a successor trustee; (vi) to secure the Notes; (evii) to comply with the Trust Indenture Act of 1939; 103 109 (viii) to add covenants or Events of Default for the benefit of the Holders or surrender any right or power conferred upon the Company; (f) additional Guarantees with respect to make any change that does not materially adversely affect the rights of any Holder; (g) in connection with any Merger Event, to provide that the Notes are convertible into or exchangeable for Reference Property, subject to the provisions of Section 14.02, and make changes to release Guarantors from Domestic Restricted Subsidiary Guarantees as provided by the terms of the Notes to the extent expressly required by Section 14.07; (h) in connection with any transaction described under Section 11.05, to make changes to the terms of the Notes solely to reflect any Successor Holding Company Reference Entity’s status as the Reference Entity; (i) in connection with any Reverse Spin-Off, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Spin-Off Exchangeable Baskets) in accordance with Section 14.04(c); (j) in connection with any Reverse Split-Off, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Split-Off Exchangeable Baskets) in accordance with Section 14.04(e); (k) in connection with any Share Election Merger, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Share Election Merger Exchangeable Baskets) in accordance with Section 14.04(f)Indenture; or (lix) to conform cure any ambiguity in the provisions of this Indenture, to correct or supplement any provision in the Indenture which may be inconsistent with any other provision therein or to add any other provision with respect to matters or questions arising under the Notes to Indenture; provided such actions shall not adversely affect the “Description of Notes” section interests of the Offering MemorandumHolders in any material respect. Upon the written request of the Company, the Trustee is hereby authorized to join with the Company and the Reference Entity in accompanied by a Board Resolution authorizing the execution of any such supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.04 hereof, the Trustee shall join with the Company and the Guarantors, if any, in the execution of any supple mental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that which may be therein contained. The , but the Trustee shall not be obligated to, but may in its discretion, to enter into any such supplemental indenture that which affects the Trustee’s its own rights, duties or immunities under this Indenture or otherwise. Any amendment, supplement or waiver authorized by the provisions of this Section 10.01 may be executed by the Company, the Reference Entity and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 10.02.

Supplemental Indentures Without Consent of Holders. Without This Section 10.01 shall supersede Section 9.01 of the consent of Base Indenture, and any Holder, reference in the Company, the Reference Entity Base Indenture to Section 9.01 thereof shall be deemed to refer instead to this Section 10.01. The Company and the Trustee, at the Company’s expense, may from time to time and at any time enter into any amendment, supplement an indenture or waiver indentures supplemental hereto for one or more of the following purposes: (a) to cure any ambiguity, omission, defect or inconsistencyinconsistency that does not adversely affect Holders of the Notes; (b) to provide for the assumption by a Successor Company or other successor corporation of the obligations of the Company or under the Reference Entity under this Indenture and the Notes pursuant to Article 11 or Section 14.04, including pursuant to a Spin-Off, Split-Off, Share Election Merger or Permitted HoldCo Transaction11; (c) to add guarantees with respect to the Notes; (d) to secure the Notes; (e) to add to the covenants or Events of Default of the Company for the benefit of the Holders or surrender any right or power conferred upon the Company; (f) to make any change that does not materially adversely affect the rights of any Holder; (g) in connection with any Merger Event, to provide that the Notes notes are convertible into or exchangeable for Reference Property, subject to the provisions of Section 14.02, and make such related changes to the terms of the Notes to the extent expressly required by Section 14.07; (h) in connection with any transaction described under Section 11.05, to make changes to the terms of the Notes solely to reflect any Successor Holding Company Reference Entity’s status as the Reference Entity; (i) in connection with any Reverse Spin-Off, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Spin-Off Exchangeable Baskets) in accordance with Section 14.04(c); (j) in connection with any Reverse Split-Off, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Split-Off Exchangeable Baskets) in accordance with Section 14.04(e); (k) in connection with any Share Election Merger, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Share Election Merger Exchangeable Baskets) in accordance with Section 14.04(f); or (l) to conform the provisions of this the Indenture or the Notes to the “Description of Notesnotes” section of the Offering MemorandumProspectus Supplement; or (i) evidence and provide for the appointment under the Indenture of a successor trustee. Upon the written request of the Company, the Trustee is hereby authorized to join with the Company and the Reference Entity in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained. The , 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 immunities under this the Indenture or otherwise. Any amendment, supplement or waiver supplemental indenture authorized by the provisions of this Section 10.01 may be executed by the Company, the Reference Entity Company and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 10.02.

Supplemental Indentures Without Consent of Holders. Without Notwithstanding ‎Section 10.02, without the consent of any Holder, the Company, the Reference Entity Guarantor and the TrusteeTrustee may amend or supplement this Indenture, at the Company’s expense, may from time to time Notes and at any time enter into any amendment, supplement or waiver for one or more of the following purposesGuarantee to: (a) to cure any ambiguity, mistake, omission, defect or inconsistencyinconsistency in this Indenture, the Notes or the Guarantee; (b) to provide for the assumption by an Issuer Permitted Successor or a Successor Company or other successor corporation Guarantor Permitted Successor, as the case may be, of the obligations of the Company or the Reference Entity Guarantor, as applicable, under this Indenture and Indenture, the Notes pursuant to Article 11 or Section 14.04, including pursuant to a Spin-Off, Split-Off, Share Election Merger or Permitted HoldCo Transactionthe Guarantee in accordance with ‎Article 11; (c) to add additional guarantees with respect to the Notes; (d) to secure the Notes or the Guarantee; (e) increase the Exchange Rate of the Notes; (ef) add to add the covenants or Events of Default of the Company or the Guarantor that the Guarantor’s Board of Directors considers to be for the benefit of the Holders or make changes that would provide additional rights to Holders or surrender any right or power conferred upon the CompanyCompany or the Guarantor; (fg) to make any change that does not materially adversely affect the rights of any Holder; (g) , as determined in connection with any Merger Event, to provide that good faith by the Notes are convertible into or exchangeable for Reference Property, subject Company’s Board of Directors and evidenced by a Board Resolution of the Company delivered to the provisions of Section 14.02, and make changes to the terms of the Notes to the extent expressly required by Section 14.07Trustee; (h) in connection with any transaction described under Section 11.05Specified Corporate Event, to make changes to the terms of the Notes solely to reflect any Successor Holding Company Reference Entity’s status as the Reference Entity; (i) in connection with any Reverse Spin-Off, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Spin-Off Exchangeable BasketsReference Property, subject to ‎Section 14.02, and make certain related changes to the terms of this Indenture and the Notes to the extent expressly required by this Indenture; (i) evidence and provide for the acceptance of an appointment under this Indenture of a successor Trustee; provided that the successor Trustee is otherwise qualified and eligible to act as such under the terms of this Indenture as set forth in accordance with Section 14.04(c)an Officer’s Certificate; (j) in connection with any Reverse Split-Off, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Split-Off Exchangeable Baskets) in accordance with Section 14.04(e); (k) in connection with any Share Election Merger, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Share Election Merger Exchangeable Baskets) in accordance with Section 14.04(f); or (l) to conform the provisions of this Indenture or the Notes to the “Description of Notes” section of the Offering Memorandum. Upon ; (k) provide for the written request issuance of additional Notes in accordance with ‎Section 2.10; or (l) irrevocably select a Settlement Method or Specified Dollar Amount (or a minimum Specified Dollar Amount) or eliminate the Company, the ’s right to elect a Settlement Method. The Trustee is hereby authorized to join with the Company and the Reference Entity Guarantor in the execution of any such supplemental indentureamendment, supplement or waiver, to make any further appropriate agreements and stipulations that may be therein contained. The , but the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental indenture amendment, supplement or waiver that adversely affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. Any amendment, supplement or waiver authorized by the provisions of this Section 10.01 may be executed by the Company, the Reference Entity and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 10.02.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holder, the The Company, and the Reference Entity Guarantor, when authorized by the resolutions of the Board of Directors and the Trustee, at the Company’s expense, may from time to time and at any time enter into any amendment, supplement an indenture or waiver indentures supplemental hereto for one or more of the following purposes: (a) to cure any ambiguity, omission, defect or inconsistencyinconsistency in this Indenture (including the Guarantee); (b) to provide for the assumption by a Successor Company or other successor corporation Successor Guarantor of the obligations of the Company or the Reference Entity Guarantor under this Indenture and the Notes pursuant to Article 11 or Section 14.04, including pursuant to a Spin-Off, Split-Off, Share Election Merger or Permitted HoldCo TransactionXI; (c) to add guarantees with respect to the Notes; (d) to secure the Notes; (e) to add to the covenants or Events of Default for the benefit of the Holders or surrender any right or power conferred upon the Company; (f) to make any change that does not materially adversely affect the rights of any Holder; (g) to increase the Conversion Rate as provided in connection with any Merger Event, to provide that the Notes are convertible into or exchangeable for Reference Property, subject to the provisions of Section 14.02, and make changes to the terms of the Notes to the extent expressly required by Section 14.07this Indenture; (h) in connection with any transaction described under Section 11.05, to make changes to the terms of the Notes solely to reflect any Successor Holding Company Reference Entity’s status as the Reference Entityirrevocably elect a Settlement Method or a Specified Dollar Amount; (i) in connection with any Reverse Spin-Off, to make changes conform this Indenture to the terms requirements of the Notes (including, without limitation, to provide that the Notes are exchangeable for Spin-Off Exchangeable Baskets) Trust Indenture Act as then in accordance with Section 14.04(c)effect; (j) in connection with any Reverse Split-Off, to make changes provide for the acceptance of appointment by a successor trustee pursuant to Section 7.09 or to facilitate the terms administration of the Notes (including, without limitation, to provide that the Notes are exchangeable for Split-Off Exchangeable Baskets) in accordance with Section 14.04(e); (k) in connection with any Share Election Merger, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Share Election Merger Exchangeable Baskets) in accordance with Section 14.04(f)trusts by more than one trustee; or (lk) to conform the provisions of this Indenture (including the Guarantee), or the Notes Notes, to the “Description of Notes” section of in the Original Offering Memorandum, to the extent such provision in the “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture, or the Guarantee, as evidenced by an Officer’s Certificate. Upon the written request of the Company, the Trustee is hereby authorized to join with the Company and the Reference Entity in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained. The , 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 immunities under this Indenture or otherwise. Any amendment, supplement or waiver supplemental indenture authorized by the provisions of this Section 10.01 may be executed by the Company, the Reference Entity Company and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 10.02.

Supplemental Indentures Without Consent of Holders. Without The Company and the Trustee may amend the Indenture or the Notes or enter into an indenture supplemental hereto without notice to or the consent of any Holder, the Company, the Reference Entity and the Trustee, at the Company’s expense, may from time to time and at any time enter into any amendment, supplement or waiver for one or more of the following purposes:Holder to (a) to cure any ambiguityambiguities, omissionomissions, defect defects or inconsistencyinconsistencies; (b) make any change that would provide any additional rights or benefits to the Holders of the Notes of a series; (c) provide for or add guarantors with respect to the Notes of any series; (d) secure the Notes of any series; (e) provide for uncertificated Notes of any series in addition to or in place of certificated Notes of the applicable series; (f) evidence and provide for the acceptance of appointment by a successor Xxxxxxx; (g) provide for the assumption by a Successor Company or other successor corporation of the Company’s obligations to the Holders of the Company or Notes of any series, in compliance with the Reference Entity under this Indenture and applicable provisions of the Notes pursuant to Article 11 or Section 14.04, including pursuant to a Spin-Off, Split-Off, Share Election Merger or Permitted HoldCo TransactionIndenture; (ch) to add guarantees with respect to maintain the Notes;qualification of the Indenture under the Trust Indenture Act; or (di) to secure the Notes; (e) to add covenants or Events of Default for the benefit of the Holders or surrender any right or power conferred upon the Company; (f) to make any change that does not materially adversely affect the rights of any Holder; (g) in connection with any Merger Event, to provide that the Notes are convertible into or exchangeable for Reference Property, subject to the provisions of Section 14.02, and make changes to the terms of the Notes to the extent expressly required by Section 14.07; (h) in connection with any transaction described under Section 11.05, to make changes to the terms of the Notes solely to reflect any Successor Holding Company Reference Entity’s status as the Reference Entity; (i) in connection with any Reverse Spin-Off, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Spin-Off Exchangeable Baskets) in accordance with Section 14.04(c); (j) in connection with any Reverse Split-Off, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Split-Off Exchangeable Baskets) in accordance with Section 14.04(e); (k) in connection with any Share Election Merger, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Share Election Merger Exchangeable Baskets) in accordance with Section 14.04(f); or (l) to conform the provisions of this Indenture or the Notes to the “Description Holder of Notes” section of the Offering Memorandum. Upon the written request of the Company, the The Trustee is hereby authorized to join with the Company and the Reference Entity in the execution of any such amendment or supplemental indenture, to make any further appropriate agreements and stipulations that which may be therein contained. The contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any Property thereunder, but the Trustee shall not be obligated to, but may in its discretion, to enter into any such amendment or supplemental indenture that which affects the Trustee’s own rights, duties or immunities under this the Indenture or otherwise. Any amendment, supplement amendment or waiver supplemental indenture authorized by the provisions of this Section 10.01 section may be executed by the Company, the Reference Entity without notice to and the Trustee without the consent of the Holders of any of the Notes at the time outstandingOutstanding, notwithstanding any of the provisions of Section 10.026.03.

Supplemental Indentures Without Consent of Holders. Without Notwithstanding Section 10.02, without the consent of any Holder, the Company, the Reference Entity Company and the Trustee, at Trustee may amend or supplement this Indenture and the Company’s expense, may from time to time and at any time enter into any amendment, supplement or waiver for one or more of the following purposesNotes to: (a) to cure any ambiguity, omission, defect ambiguity or inconsistencyomission or to correct or supplement any provision contained in this Indenture or the Notes which may be defective or inconsistent with any other provision in this Indenture or the Notes in a manner that does not adversely affect any Holder in any material respect as set forth in an Officer’s Certificate; (b) to provide for the assumption by a Successor Company or other successor corporation of the obligations of the Company or the Reference Entity under this Indenture and or the Notes pursuant to in accordance with Article 11 or Section 14.04, including pursuant to a Spin-Off, Split-Off, Share Election Merger or Permitted HoldCo Transaction11; (c) to add guarantees with respect to the Notes; (d) to secure the Notes or guarantees that may be added; (e) increase the Conversion Rate of the Notes; (ef) irrevocably select a Cash Percentage with respect to conversions of Notes; provided, however, that no such election shall affect any Cash Percentage theretofore elected (or deemed to be elected) with respect to any Note pursuant to the provisions of Section 14.02; (g) add to the covenants of the Company or Events of Default for the benefit of the Holders or make changes that would provide additional rights to Holders or surrender any right or power conferred upon the Company; (fh) to make any change that does not materially adversely affect the rights of any Holder; (g) , as determined in connection with any Merger Event, to provide that good faith by the Notes are convertible into or exchangeable for Reference Property, subject Board of Directors and evidenced by a resolution of the Board of Directors delivered to the provisions of Section 14.02, and make changes to the terms of the Notes to the extent expressly required by Section 14.07; (h) in connection with any transaction described under Section 11.05, to make changes to the terms of the Notes solely to reflect any Successor Holding Company Reference Entity’s status as the Reference EntityTrustee; (i) in connection with any Reverse Spin-OffSpecified Corporate Event, provide that the Notes are convertible into Reference Property, subject to Section 14.02 and Section 14.07, and make certain related changes to the terms of this Indenture and the Notes (including, without limitation, to provide that the Notes are exchangeable for Spin-Off Exchangeable Baskets) in accordance with Section 14.04(c)extent expressly required by this Indenture; (j) in connection with any Reverse Split-Off, evidence and provide for the acceptance of an appointment under this Indenture of a successor Trustee; provided that the successor Trustee is otherwise qualified and eligible to make changes to act as such under the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Split-Off Exchangeable Baskets) this Indenture as set forth in accordance with Section 14.04(e)an Officer’s Certificate; (k) in connection with any Share Election Merger, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Share Election Merger Exchangeable Baskets) in accordance with Section 14.04(f); or (l) to conform the provisions of this Indenture or the Notes to the “Description of Notesnotes” section of the Offering Memorandum; or (l) provide for the issuance of additional Notes in accordance with Section 2.10(a). Upon the written request of the Company, the Trustee is hereby authorized to join with the Company and the Reference Entity in the execution of any such supplemental indentureamendment, supplement or waiver, to make any further appropriate agreements and stipulations that may be therein contained. The , but the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental indenture amendment, supplement or waiver that adversely affects the Trustee’s own rights, duties duties, privileges, liabilities or immunities under this Indenture or otherwise. Any amendment, supplement or waiver to this Indenture authorized by the provisions of this Section 10.01 may be executed by the Company, the Reference Entity Company and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 10.02.

Supplemental Indentures Without Consent of Holders. Without the consent of any HolderSubject to Section 9.06, the Company, the Reference Entity when authorized by a Board Resolution, and the Trustee, at the Company’s expense, Trustee may from time to time and at any time enter into any amendment, supplement an indenture or waiver indentures supplemental hereto for one or more of the following purposes: (a) to cure any ambiguityevidence the succession of another Person to the Company, omissionor successive successions, defect or inconsistency; (b) to provide for and the assumption by a Successor Company or other the successor corporation Person of the covenants, agreements and obligations of the Company or under the Reference Entity under this Indenture and the Notes pursuant to Article 11 8 hereof; provided that the event giving rise to such succession was otherwise in accordance with the provisions set forth in this Indenture; (b) to add to the covenants of the Company such further covenants, restrictions, conditions or Section 14.04, including pursuant provisions for the benefit of the Holders of the Notes or to a Spin-Off, Split-Off, Share Election Merger surrender any right or Permitted HoldCo Transactionpower herein conferred upon the Company; (c) to add guarantees amend the definition of “APM Securities” to eliminate Common Stock and/or Mandatorily Convertible Preferred Stock from such definition, subject to the conditions specified under the proviso of the definition of “APM Securities”; (d) to make any changes that would provide any additional rights or benefits to the Holders; (e) to increase the Share Cap; (f) to provide for the issuance of Additional Notes in accordance with the provisions of this Indenture; (g) to evidence and provide for the acceptance of appointment by a successor trustee with respect to the Notes; (dh) to secure provide any guarantee of the Notes; (ei) to add covenants cure any ambiguity or Events of Default for the benefit of the Holders omission, to correct or surrender supplement any right provision herein which may be defective or power conferred upon the Company;inconsistent with any other provision herein; or (fj) to make any change that does other provisions with respect to matters or questions arising under this Indenture, in each case, which shall not materially be inconsistent with the provisions herein, provided such action shall not adversely affect the rights of any Holder; (g) in connection with any Merger Event, to provide that the Notes are convertible into or exchangeable for Reference Property, subject to the provisions of Section 14.02, and make changes to the terms interests of the Notes Holders in any material respect. No amendment to the extent expressly required by Section 14.07; (h) in connection with any transaction described under Section 11.05, to make changes to the terms of the Notes solely to reflect any Successor Holding Company Reference Entity’s status as the Reference Entity; (i) in connection with any Reverse Spin-Off, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Spin-Off Exchangeable Baskets) in accordance with Section 14.04(c); (j) in connection with any Reverse Split-Off, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Split-Off Exchangeable Baskets) in accordance with Section 14.04(e); (k) in connection with any Share Election Merger, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Share Election Merger Exchangeable Baskets) in accordance with Section 14.04(f); or (l) to conform the provisions of this Indenture or the Notes made solely to conform this Indenture to the “Description of Notes” section description of the Notes contained in the Offering Memorandum. Upon Memorandum will be deemed to adversely affect the written request interests of the Company, the Holders. The Trustee is hereby authorized to join with the Company and the Reference Entity in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that which may be therein contained. The 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 that which affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. Any amendment, supplement or waiver supplemental indenture authorized by the provisions of this Section 10.01 9.01 may be executed by the Company, the Reference Entity Company and the Trustee without the consent of the Holders of any of the Notes at the time outstandingOutstanding, notwithstanding any of the provisions of Section 10.029.02. After an amendment under this Section 9.01 becomes effective, the Company shall mail to Holders of the Notes a notice briefly describing such amendment. The failure to give such notice to all Holders of Notes, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.01.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holder, the The Company, when authorized by the Reference Entity resolutions of the Board of Directors and the Trustee, at the Company’s expense, may from time to time and at any time enter into any amendment, supplement an indenture or waiver indentures supplemental hereto for one or more of the following purposes: (a) to cure any ambiguity, omission, defect or inconsistencyinconsistency as set forth in an Officers’ Certificate (provided that such cure does not affect the Holders adversely); (b) to provide for the assumption by a Successor Company or other successor corporation of the obligations of the Company or the Reference Entity under this Indenture and the Notes pursuant to Article 11 or Section 14.04, including pursuant to a Spin-Off, Split-Off, Share Election Merger or Permitted HoldCo Transaction11; (c) to add guarantees with respect to the Notes; (d) to secure the Notes; (e) to add to the covenants or Events of Default of the Company for the benefit of the Holders or surrender any right or power conferred upon the Company; (f) to make any change that does not materially adversely affect the rights of any Holder; (g) in connection with any Merger Share Exchange Event, to provide that the Notes are convertible into or exchangeable for Reference Property, subject to the provisions of Section 14.0214.03, and to make such related changes to the terms of the Notes to the extent expressly required by Section 14.0714.08; (h) to eliminate, in connection with the aggregate, any transaction described under Section 11.05one or two Settlement Methods or, to make changes to in the terms case of the Notes solely to reflect any Successor Holding Company Reference Entity’s status as the Reference Entity;Combination Settlement, irrevocably elect a Specified Dollar Amount; or (i) to comply with any requirement of the SEC in connection with any Reverse Spin-Off, to make changes to the terms qualification of the Notes (including, without limitation, to provide that Indenture under the Notes are exchangeable for Spin-Off Exchangeable Baskets) in accordance with Section 14.04(c); (j) in connection with any Reverse Split-Off, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Split-Off Exchangeable Baskets) in accordance with Section 14.04(e); (k) in connection with any Share Election Merger, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Share Election Merger Exchangeable Baskets) in accordance with Section 14.04(f); or (l) to conform the provisions of this Trust Indenture or the Notes to the “Description of Notes” section of the Offering MemorandumAct. Upon the written request of the Company, the Trustee is hereby authorized to join with the Company and the Reference Entity in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained. The , 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 duties, liabilities or immunities under this Indenture or otherwise. Any amendment, supplement or waiver supplemental indenture authorized by the provisions of this Section 10.01 may be executed by the Company, the Reference Entity Company and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 10.02.

Supplemental Indentures Without Consent of Holders. Without the written consent of any HolderHolders, the Company, the Reference Entity when authorized by a Board Resolution, and the Trustee, Trustee (at the direction of the Company’s expense, may ) at any time and from time to time and at any time time, may enter into any amendment, supplement or waiver for one or more of the following purposesindentures supplemental hereto to undertake clarifications and certain other changes that would not adversely affect Holders in any material respect, including changes: (a) to cure evidence the succession of another Person to the Company, and the assumption by any ambiguitysuch successor of the covenants, omission, defect or inconsistencyagreements and obligations of the Company herein and in the Securities; (b) to provide for add to the assumption by a Successor Company or other successor corporation of the obligations covenants of the Company such new covenants, restrictions, conditions or provisions for the Reference Entity under this Indenture and protection of the Notes pursuant to Article 11 Holders of all or Section 14.04, including pursuant to a Spin-Off, Split-Off, Share Election Merger or Permitted HoldCo Transactionany series of Securities; (c) to add guarantees with respect make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions, conditions or provisions pursuant to the NotesSection 9.1(2) an Event of Default; (d) to secure modify, eliminate or add to any of the Notesprovisions of this Indenture to such extent as necessary to effect the qualification of the indenture under the Trust Indenture Act, and to add to this Indenture such other provisions as may be expressly permitted by the Trust Indenture Act, excluding however, the provisions referred to in Section 316(a)(2) of the Trust Indenture Act; (e) to add covenants cure any ambiguity, to correct or Events of Default for the benefit of the Holders supplement any provision herein or surrender in any right supplemental indenture which may be defective or power conferred upon the Companyinconsistent with any other provisions herein or in any supplemental indenture; (f) to make any change that does not materially adversely affect secure the rights of any HolderSecurities; (g) in connection 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 Merger Event, to provide that the Notes are convertible into or exchangeable for Reference Property, subject to of the provisions of Section 14.02this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, and make changes pursuant to the terms requirements of the Notes to the extent expressly required by Section 14.076.11(b); (h) in connection with any transaction described under Section 11.05, to make changes to establish the form or terms of the Notes solely to reflect Securities of any Successor Holding Company Reference Entity’s status series as the Reference Entity;permitted by Sections 2.1 and 3.1, including any subordination provisions; or (i) in connection with any Reverse Spin-Off, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Spin-Off Exchangeable Baskets) in accordance with Section 14.04(c); (j) in connection with any Reverse Split-Off, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Split-Off Exchangeable Baskets) in accordance with Section 14.04(e); (k) in connection with any Share Election Merger, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Share Election Merger Exchangeable Baskets) in accordance with Section 14.04(f); or (l) to conform the provisions of this Indenture or the Notes to the “Description of Notes” section of the Offering Memorandum. Upon the written request of the Company, the Trustee is hereby authorized to join with the Company and the Reference Entity in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained. The Trustee other provisions with respect to matters or questions arising under this Indenture, provided such action shall not be obligated to, but may in its discretion, enter into any supplemental indenture that affects adversely affect the Trustee’s own rights, duties or immunities under this Indenture or otherwise. Any amendment, supplement or waiver authorized by the provisions of this Section 10.01 may be executed by the Company, the Reference Entity and the Trustee without the consent interests of the Holders of Securities of any of the Notes at the time outstanding, notwithstanding series in any of the provisions of Section 10.02material respect.

Supplemental Indentures Without Consent of Holders. Without the consent of any HolderHolders, the Company, when authorized by a Board Resolution, the Reference Entity Guarantors and the Trustee, at the Company’s expense, may any time and from time to time and at any time time, may enter into any amendment, supplement or waiver for one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: (ai) to cure any ambiguity, omission, defect or inconsistency, as determined in good faith by the Company and evidenced in an Officers’ Certificate; (bii) to provide for the assumption by a Successor Company or other successor corporation of the obligations of the Company or the Reference Entity under this Indenture Guarantors contained herein and the Notes pursuant to Article 11 or Section 14.04, including pursuant to a Spin-Off, Split-Off, Share Election Merger or Permitted HoldCo TransactionNote Guarantees; (ciii) to add additional guarantees with respect to the Notes; (div) to secure the Notes; (ev) to add to the covenants or Events of Default the Company for the benefit of the Holders Holders, or to surrender any right or power herein conferred upon the Company; (fvi) to make any change that does not materially adversely affect the rights of any Holder, as determined in good faith by the Company and evidenced in an Officers’ Certificate; (gvii) in connection with any Merger Event, increase the Conversion Rate or provide for a change to provide that the Notes are convertible into or exchangeable for Reference Property, subject to the provisions of Section 14.02, and make changes to the terms of the Notes to the extent expressly required by Section 14.07Property as provided herein; (hviii) in connection with any transaction described under Section 11.05, to make changes to provide for the terms acceptance of appointment by a successor trustee or facilitate the administration of the Notes solely to reflect any Successor Holding Company Reference Entity’s status as the Reference Entitytrust under this Indenture by more than one trustee; (iix) in connection complying with any Reverse Spin-Off, to make changes to the terms requirements of the Notes (including, without limitation, SEC in order to provide that effect or maintain the Notes are exchangeable for Spin-Off Exchangeable Baskets) in accordance with Section 14.04(c)qualification of this Indenture under the Trust Indenture Act; (jx) in connection to allow any Guarantor to execute a supplemental indenture and/or Note Guarantee with any Reverse Split-Off, to make changes respect to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Split-Off Exchangeable Baskets) in accordance with Section 14.04(e); (k) in connection with any Share Election Merger, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Share Election Merger Exchangeable Baskets) in accordance with Section 14.04(f)Notes; or (lxi) to conform the provisions of this Indenture or the Notes to the “Description of Notes” section of the Offering Memorandum. Upon the written request of the Company, the Trustee is hereby authorized to join with the Company and the Reference Entity in the execution of any such supplemental indenturePrivate Placement Memorandum, to make any further appropriate agreements and stipulations that may be therein contained. The Trustee shall not be obligated to, but may as evidenced in its discretion, enter into any supplemental indenture that affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. Any amendment, supplement or waiver authorized by the provisions of this Section 10.01 may be executed by the Company, the Reference Entity and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 10.02an Officers’ Certificate.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holder, the The Company, when authorized by the Reference Entity resolutions of the Board of Directors and the Trustee, at the Company’s expense, may from time to time and at any time enter into any amendment, supplement an indenture or waiver indentures supplemental hereto for one or more of the following purposes: (a) to cure any ambiguity, or correct any omission, defect or inconsistencyinconsistency in this Indenture, so long as such action will not adversely affect the interests of Holders of the Debentures; provided that any such supplemental indenture made solely to conform the provisions of this Indenture to the Offering Memorandum shall be deemed not to adversely affect the interests of Holders of the Debentures; (b) to provide for the assumption by a Successor Company or other successor corporation of the obligations of the Company or the Reference Entity under this Indenture and the Notes pursuant to Article 11 or Section 14.04, including pursuant to a Spin-Off, Split-Off, Share Election Merger or Permitted HoldCo Transaction11; (c) to add guarantees with respect to the NotesDebentures; (d) to secure the NotesDebentures; (e) to add to the covenants or Events of Default for the benefit of the Holders or surrender any right or power conferred upon the Company; (f) to make any change that does not materially adversely affect the rights of any Holder;; or (g) in connection with any Merger Event, fix a Specified Dollar Amount that shall apply to all future conversions of Debentures and provide that the Notes are convertible into or exchangeable for Reference Property, subject Company shall be required to the provisions of Section 14.02, and make changes satisfy its Conversion Obligations by paying cash with respect to the terms of the Notes to the extent expressly required by Section 14.07; (h) in connection with any transaction described under Section 11.05, to make changes to the terms of the Notes solely to reflect any Successor Holding Company Reference Entity’s status as the Reference Entity; (i) in connection with any Reverse Spin-Off, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Spin-Off Exchangeable Baskets) in accordance with Section 14.04(c); (j) in connection with any Reverse Split-Off, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Split-Off Exchangeable Baskets) in accordance with Section 14.04(e); (k) in connection with any Share Election Merger, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Share Election Merger Exchangeable Baskets) in accordance with Section 14.04(f); or (l) to conform the provisions of this Indenture or the Notes to the “Description of Notes” section of the Offering Memorandumsuch Specified Dollar Amount. Upon the written request of the CompanyCompany and subject to Section 10.05, the Trustee is hereby authorized to join with the Company and the Reference Entity in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained. The , 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 duties, immunities or immunities liabilities under this Indenture or otherwise. Any amendment, supplement or waiver supplemental indenture authorized by the provisions of this Section 10.01 may be executed by the Company, the Reference Entity Company and the Trustee without the consent of the Holders of any of the Notes Debentures at the time outstanding, notwithstanding any of the provisions of Section 10.02.

Supplemental Indentures Without Consent of Holders. Without The Company and the Trustee may amend the Indenture or the Notes or enter into an indenture supplemental hereto without notice to or the consent of any Holder, the Company, the Reference Entity and the Trustee, at the Company’s expense, may from time to time and at any time enter into any amendment, supplement or waiver for one or more of the following purposes:Holder to (a) to cure any ambiguityambiguities, omissionomissions, defect defects or inconsistencyinconsistencies as evidenced by an Officer’s Certificate; (b) make any change that would provide any additional rights or benefits to the Holders of the Notes of a series; (c) provide for or add guarantors with respect to the Notes of any series; (d) secure the Notes of any series; (e) provide for uncertificated Notes of any series in addition to or in place of certificated Notes of the applicable series; (f) evidence and provide for the acceptance of appointment by a successor Xxxxxxx; (g) provide for the assumption by a Successor Company or other successor corporation of the Company’s obligations to the Holders of the Company or Notes of any series, in compliance with the Reference Entity under this Indenture and applicable provisions of the Notes pursuant to Article 11 or Section 14.04, including pursuant to a Spin-Off, Split-Off, Share Election Merger or Permitted HoldCo TransactionIndenture; (ch) to add guarantees with respect to maintain the Notes;qualification of the Indenture under the Trust Indenture Act; or (di) to secure the Notes; (e) to add covenants or Events of Default for the benefit of the Holders or surrender any right or power conferred upon the Company; (f) to make any change that does not materially adversely affect the rights of any Holder; (g) Holder of Notes in connection with any Merger Event, to provide that the Notes are convertible into or exchangeable for Reference Property, subject to the provisions of Section 14.02, and make changes to the terms of the Notes to the extent expressly required by Section 14.07; (h) in connection with any transaction described under Section 11.05, to make changes to the terms of the Notes solely to reflect any Successor Holding Company Reference Entity’s status as the Reference Entity; (i) in connection with any Reverse Spin-Off, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Spin-Off Exchangeable Baskets) in accordance with Section 14.04(c); (j) in connection with any Reverse Split-Off, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Split-Off Exchangeable Baskets) in accordance with Section 14.04(e); (k) in connection with any Share Election Merger, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Share Election Merger Exchangeable Baskets) in accordance with Section 14.04(f); or (l) to conform the provisions of this Indenture or the Notes to the “Description of Notes” section of the Offering Memorandummaterial respect. Upon the written request of the Company, the The Trustee is hereby authorized to join with the Company and the Reference Entity in the execution of any such amendment or supplemental indenture, to make any further appropriate agreements and stipulations that which may be therein contained. The contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any Property thereunder, but the Trustee shall not be obligated to, but may in its discretion, to enter into any such amendment or supplemental indenture that which affects the Trustee’s own rights, duties or immunities under this the Indenture or otherwise. Any amendment, supplement amendment or waiver supplemental indenture authorized by the provisions of this Section 10.01 section may be executed by the Company, the Reference Entity without notice to and the Trustee without the consent of the Holders of any of the Notes at the time outstandingOutstanding, notwithstanding any of the provisions of Section 10.026.03.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holder, the Company, the Reference Entity The Company and the TrusteeTrustee and/or the Collateral Agent, as the case may be, at the Company’s expense, may from time to time and at any time enter into any amendmentamend, supplement or waiver waive any provision of the Indenture Documents without the consent of any Holder for one or more of the following purposes: (a) to cure any ambiguity, omission, defect or inconsistencyinconsistency in a manner that does not adversely affect holders of the Notes; (b) to provide for the assumption by a Successor Company or other successor corporation of the obligations of the Company or the Reference Entity under this Indenture and the Notes pursuant to Article 11 or Section 14.04, including to provide for the assumption by a successor entity of the obligations of a Guarantor under this Indenture and its Note Guarantee pursuant to a Spin-Off, Split-Off, Share Election Merger or Permitted HoldCo TransactionArticle 16; (c) to add guarantees with respect to the Notes; (d) to secure release any Guarantor from its obligations under its Note Guarantee or this Indenture in accordance with the Notesterms of the Indenture Documents; (e) to add additional assets as Collateral or to enter into additional or supplemental Security Documents; (f) to release Collateral in accordance with the terms of this Indenture and the Security Documents; (g) to make, complete or confirm any grant of Collateral permitted or required by this Indenture or any of the Security Documents or any release of Liens in favor of the Collateral Agent in the Collateral in accordance with the terms of this Indenture or the Security Documents; (h) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes; (i) to add to the covenants or Events of Default of the Company for the benefit of the Holders or surrender any right or power conferred upon the CompanyCompany under the Indenture; (fj) to make any change that does not materially adversely affect the rights of any Holder; (gk) to adjust the Conversion Rate as provided in Article 14; (l) to provide for the issuance of Additional Notes and PIK Payments in accordance with the limitations set forth in this Indenture; (m) to provide for the acceptance or appointment by a successor trustee or facilitate the administration of the trusts under this Indenture by more than one trustee; (n) in connection with any Merger Specified Corporate Event, to provide that the Notes are convertible into or exchangeable for Reference Property, subject to the provisions of Section 14.02, and make such related changes to the terms of the Notes to the extent expressly required by Section 14.0714.08; (ho) in connection with any transaction described under Section 11.05, to make changes to the terms of the Notes solely to reflect any Successor Holding Company Reference Entity’s status as the Reference Entity; (i) in connection with any Reverse Spin-Off, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Spin-Off Exchangeable Baskets) in accordance with Section 14.04(c); (j) in connection with any Reverse Split-Off, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Split-Off Exchangeable Baskets) in accordance with Section 14.04(e); (k) in connection with any Share Election Merger, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Share Election Merger Exchangeable Baskets) in accordance with Section 14.04(f); or (l) to conform amend the provisions of this Indenture solely to facilitate (a) the deposit of one or more registered notes in global form with DTC, (b) the qualification of one or more Global Notes to for settlement through the “Description facilities of Notes” section DTC and / or (c) the exchange of Physical Notes for beneficial interests representing an equivalent principal amount in a Global Note, registered in the name of DTC, or its nominee, in each case, in a manner that does not adversely affect Holders of the Offering MemorandumNotes; or (p) to supplement the Indenture in accordance with Section 4.15. Upon the written request of the Company, the Trustee and/or the Collateral Agent, as the case may be, is hereby authorized to to, and shall join with the Company and the Reference Entity in the execution of any such supplemental indenturedocument reflecting the amendment, supplement or waiver to the applicable Indenture Document, to make any further appropriate agreements and stipulations that may be therein contained. The , except that the Trustee and/or the Collateral Agent shall not be obligated to, but may in its discretion, enter into any supplemental indenture such amendment, supplement or waiver that affects the Trustee’s and/or Collateral Agent’s own rights, duties or immunities under this Indenture or otherwise. Any such document reflecting the amendment, supplement or waiver to the applicable Indenture Document authorized by the provisions of this Section 10.01 may be executed by the Company, the Reference Entity Company and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 10.02.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holder, the Company, the Reference Entity The Company and the Trustee, at the Company’s expense, may from time to time and at any time enter into any amendment, supplement an indenture or waiver indentures supplemental hereto for one or more of the following purposes: (a) (1) to cure any ambiguity, omission, manifest error or defect or (2) cure any omission or inconsistency; (b) to provide for the assumption by a Successor Company or other successor corporation of the obligations of the Company or the Reference Entity under this Indenture and the Notes pursuant to Article 11 or Section 14.04, including pursuant to a Spin-Off, Split-Off, Share Election Merger or Permitted HoldCo Transaction12; (c) to add guarantees with respect to the Notes; (d) to provide for a successor Trustee in accordance with the terms of this Indenture or to otherwise comply with any requirement of this Indenture; (e) to provide for the conversion of the Notes into Reference Property, to the extent that the Company deems such amendment necessary or advisable in connection with the conversion of the Notes into Reference Property; (f) to increase the Conversion Rate; (g) to secure the Notes; (eh) to add to the covenants or Events of Default the Company for the benefit of the Holders or surrender any right or power conferred upon the Company; (fi) to provide for the conversion of Notes in accordance with the terms of this Indenture; or (j) to make any change that does not materially adversely affect the rights of any Holder; (g) Holder in connection with any Merger Eventmaterial respect; provided, to provide however, that the Notes are convertible into or exchangeable for Reference Property, subject to the provisions of Section 14.02, and make changes to the terms of the Notes to the extent expressly required by Section 14.07; (h) in connection with any transaction described under Section 11.05, to make changes to the terms of the Notes solely to reflect any Successor Holding Company Reference Entity’s status as the Reference Entity; (i) in connection with any Reverse Spin-Off, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Spin-Off Exchangeable Baskets) in accordance with Section 14.04(c); (j) in connection with any Reverse Split-Off, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Split-Off Exchangeable Baskets) in accordance with Section 14.04(e); (k) in connection with any Share Election Merger, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Share Election Merger Exchangeable Baskets) in accordance with Section 14.04(f); or (l) amendment to conform the provisions of this Indenture or the Notes to the “Description of the Notes” section of Section in the Offering Memorandum, will be deemed not to adversely affect the rights of any Holder. Upon the written request of the Company, the Trustee is hereby authorized to join with the Company and the Reference Entity in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained. The , 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 immunities under this Indenture or otherwise. Any amendment, supplement or waiver supplemental indenture authorized by the provisions of this Section 10.01 11.01 may be executed by the Company, the Reference Entity Company and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 10.0211.02.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holder, the The Company, when authorized by the Reference Entity resolutions of the Board of Directors and the Trustee, at the Company’s expense, may from time to time and at any time enter into any amendment, supplement an indenture or waiver indentures supplemental hereto for one or more of the following purposes: (a) to cure any ambiguity, omission, defect or inconsistency;inconsistency; (b) to provide for the assumption by a Successor Company or other successor corporation of the obligations of the Company or the Reference Entity under this Indenture and the Notes pursuant to Article 11 or Section 14.04, including pursuant to a Spin-Off, Split-Off, Share Election Merger or Permitted HoldCo Transaction;11; (c) to add guarantees with respect to the Notes;Notes; (d) to secure the Notes;Notes; (e) to add to the covenants or Events of Default of the Company for the benefit of the Holders or surrender any right or power conferred upon the Company;Company under this Indenture; (f) to make any change that does not materially adversely affect the rights of any Holder;, as determined by the Company in good faith; (g) in connection with any Merger Share Exchange Event, to provide that the Notes are convertible into or exchangeable for Reference Property, subject to the provisions of Section 14.02, and make such related changes to the terms of the Notes to the extent expressly required by Section 14.07; (h) increase the Conversion Rate as provided in connection with any transaction described under Section 11.05, to make changes to the terms of the Notes solely to reflect any Successor Holding Company Reference Entity’s status as the Reference Entitythis Indenture; (i) in connection with any Reverse Spin-Offirrevocably elect a Settlement Method or a Specified Dollar Amount, or eliminate the Company’s right to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Spin-Off Exchangeable Baskets) in accordance with Section 14.04(c)elect a Settlement Method; (j) in connection with any Reverse Split-Off, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Split-Off Exchangeable Baskets) in accordance with Section 14.04(e); (k) in connection with any Share Election Merger, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Share Election Merger Exchangeable Baskets) in accordance with Section 14.04(f); or (l) to conform the provisions of this Indenture or the Notes to the “Description of Notes” section of the Offering MemorandumProspectus, as evidenced in an Officers’ Certificate; (k) to comply with any requirements of the Commission or any successor in connection with the qualification of this Indenture under the Trust Indenture Act, or (l) appoint a successor trustee for the Notes. Upon the written request of the Company, the Trustee is hereby authorized to join with the Company and the Reference Entity in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained. The , unless such supplement affects the Trustee’s duties or immunities under the Indenture or otherwise, in which case the Trustee may, in its discretion, but shall not be obligated to, but may in its discretion, enter into any such supplemental indenture. Any supplemental indenture that affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. Any amendment, supplement or waiver authorized by the provisions of this Section 10.01 may be executed by the Company, the Reference Entity Company and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 10.02.

Supplemental Indentures Without Consent of Holders. Without the consent of any HolderHolders, the CompanyCompany and the Guarantors, the Reference Entity when authorized by a Board Resolution, and the Trustee, at the Company’s expense, may any time and from time to time and at any time time, may enter into any amendment, supplement or waiver for one or more indentures supplemental hereto or amendments of the Subsidiary Guarantees, in form satisfactory to the Trustee, for any of the following purposes: (a) to cure evidence the succession of another Person to the Company or any ambiguityGuarantor, omission, defect and the assumption by any such successor of the covenants of the Company or inconsistencysuch Guarantor herein and in the Senior Notes; (b) to provide for the assumption by a Successor Company uncertificated Senior Notes in addition to or other successor corporation in place of certificated Senior Notes (provided, that such uncertificated Senior Notes are issued in registered form for purposes of Section 163(f) of the obligations Code, or in a manner such that the uncertificated Senior Notes are described in Section 163(f)(2)(B) of the Company or the Reference Entity under this Indenture and the Notes pursuant to Article 11 or Section 14.04, including pursuant to a Spin-Off, Split-Off, Share Election Merger or Permitted HoldCo TransactionCode); (c) to add guarantees with respect to the Notes; (d) to secure covenants of the Notes; (e) to add covenants or Events of Default Company for the benefit of the Holders or to surrender any right or power conferred upon the CompanyCompany hereunder and under the Senior Notes; (d) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein or in the Senior Notes, or to make any other provisions with respect to matters or questions arising under this Indenture or under the Senior Notes that shall not be inconsistent with the provisions of this Indenture; provided that, in each case, such provisions shall not adversely affect the interests of the Holders; (e) to evidence, and provide for the acceptance of, the appointment of a successor Trustee hereunder; (f) to make add any change that does not materially adversely affect the rights additional Events of any HolderDefault; (g) in connection with any Merger Event, to provide that for the issuance of Additional Notes are convertible into or exchangeable for Reference Property, subject to in accordance with the provisions of Section 14.02, and make changes to the terms of the Notes to the extent expressly required by Section 14.07limitations set forth in this Indenture; (h) in connection with any transaction described under Section 11.05, to make changes to secure the terms of the Senior Notes solely to reflect any Successor Holding Company Reference Entity’s status as the Reference Entity;or add a Guarantor; or (i) to comply with any requirement of the SEC or state securities regulators in connection with any Reverse Spin-Off, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Spin-Off Exchangeable Baskets) in accordance with Section 14.04(c); (j) in connection with any Reverse Split-Off, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Split-Off Exchangeable Baskets) in accordance with Section 14.04(e); (k) in connection with any Share Election Merger, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Share Election Merger Exchangeable Baskets) in accordance with Section 14.04(f); or (l) to conform the provisions qualification of this Indenture under the Trust Indenture Act or the Notes to the “Description of Notes” section any registration or qualification of the Offering Memorandum. Upon Senior Notes under the written request of the Company, the Trustee is hereby authorized to join with the Company and the Reference Entity in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained. 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 Securities Act or immunities under this Indenture or otherwise. Any amendment, supplement or waiver authorized by the provisions of this Section 10.01 may be executed by the Company, the Reference Entity and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 10.02state securities laws.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holder, the The Company, the Reference Entity and the Trusteewhen authorized by a Board Resolution, at the Company’s expense, may from time to time and at any time enter time, without notice to or consent of any Holders, amend this Indenture or the Notes, by entering into any amendment, supplement an indenture or waiver indentures supplemental hereto for one or more of the following purposes: (a) to cure any ambiguity, omission, defect or inconsistency; (b) to provide for the assumption by a Successor Company or other successor corporation of the obligations of the Company or the Reference Entity under this Indenture and the Notes pursuant to Article 11 or Section 14.04, including pursuant to a Spin-Off, Split-Off, Share Election Merger or Permitted HoldCo Transaction11; (c) to add guarantees with respect to the Notes; (d) to secure the Notes; (e) to add to the covenants or Events of Default of the Company for the benefit of the Holders or surrender any right or power conferred upon the Company; (f) to make any change that does not materially adversely affect the rights of any Holder; (g) in connection with any Merger Share Exchange Event, to provide that the Notes are convertible into or exchangeable for Reference Property, subject to the provisions of Section 14.02, and make such related changes to the terms of the Notes to the extent expressly required by Section 14.07; (h) in connection with any transaction described under Section 11.05, to make changes to the terms of the Notes solely to reflect any Successor Holding Company Reference Entity’s status as the Reference Entity; (i) in connection with any Reverse Spin-Off, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Spin-Off Exchangeable Baskets) in accordance with Section 14.04(c); (j) in connection with any Reverse Split-Off, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Split-Off Exchangeable Baskets) in accordance with Section 14.04(e); (k) in connection with any Share Election Merger, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Share Election Merger Exchangeable Baskets) in accordance with Section 14.04(f)Indenture; or (lh) to conform the provisions of this Indenture or the Notes to the “Description of Notesnotes” section of the Offering Memorandum. Upon the written request of the Company, the Trustee is hereby authorized to join with the Company and the Reference Entity in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained. The , 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 immunities under this Indenture or otherwise. Any amendment, supplement or waiver supplemental indenture authorized by the provisions of this Section 10.01 may be executed by the Company, the Reference Entity Company and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 10.02.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holder, the Company, the Reference Entity Company and the Trustee, at the Company’s expense, may from time to time and at any time enter into any amendment, supplement an indenture or waiver indentures supplemental hereto for one or more of the following purposes: (a) to cure any ambiguity, omission, defect or inconsistency; (b) to provide for the assumption by a Successor Company or other successor corporation of the obligations of the Company or the Reference Entity under this Indenture and the Notes pursuant to Article 11 or Section 14.04, including pursuant to a Spin-Off, Split-Off, Share Election Merger or Permitted HoldCo Transaction11; (c) to add guarantees with respect to the Notes; (d) to secure the Notes; (e) to add to the covenants or Events of Default of the Company for the benefit of the Holders or surrender any right or power conferred upon the Company; (f) to make any change that does not materially adversely affect the rights of any Holder; (g) in connection with any Merger Event, to provide that the Notes are convertible into or exchangeable for Reference Property, subject to the provisions of Section 14.02, and make such related changes to the terms of the Notes to the extent expressly required by Section 14.07; (h) in connection with any transaction described under Section 11.05, to make changes to the terms of the Notes solely to reflect any Successor Holding Company Reference Entity’s status as the Reference Entity; (i) in connection with any Reverse Spin-Off, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Spin-Off Exchangeable Baskets) in accordance with Section 14.04(c); (j) in connection with any Reverse Split-Off, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Split-Off Exchangeable Baskets) in accordance with Section 14.04(e); (k) in connection with any Share Election Merger, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Share Election Merger Exchangeable Baskets) in accordance with Section 14.04(f); or (lh) to conform the provisions of this Indenture or the Notes to the “Description of Notes” section of the Offering Memorandum. Upon the written request of the Company, the Trustee is hereby authorized to join with the Company and the Reference Entity in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained. The , 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 immunities under this Indenture or otherwise. Any amendment, supplement or waiver supplemental indenture authorized by the provisions of this Section 10.01 may be executed by the Company, the Reference Entity Company and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 10.02.

Supplemental Indentures Without Consent of Holders. Without the consent of any HolderHolders of Notes, the Company, the Reference Entity when authorized by or pursuant to a Board Resolution, and the Trustee, at the Company’s expense, may any time and from time to time and at any time time, may enter into any amendment, supplement or waiver for one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: (a) to cure evidence the succession of another Person to the Company and the assumption by any ambiguity, omission, defect or inconsistencysuch successor of the covenants of the Company contained herein and the Notes issued hereunder; (b) to provide for add to the assumption by a Successor Company or other successor corporation of the obligations covenants of the Company for the equal and ratable benefit of the Holders or to surrender any right, power or option herein conferred upon the Reference Entity under this Indenture and the Notes pursuant to Article 11 or Section 14.04, including pursuant to a Spin-Off, Split-Off, Share Election Merger or Permitted HoldCo TransactionCompany; (c) to add guarantees with respect to the Notes; (d) to secure the Notes; (e) to add covenants or any Events of Default for the benefit of the Holders proposed by the Company in a Company Request and, in respect of any such additional Event of Default, such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or surrender longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such Event of Default, or may limit the remedies available to the Trustee upon such Event of Default or limit the right of the Holders of a majority in aggregate principal amount of those Notes to which such additional Events of Default apply to waive such default, all as set forth in the Company Request; (d) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee and to add to or change any right of the provisions of this Indenture as shall be necessary to provide for or power conferred upon facilitate the Companyadministration of the trusts hereunder by more than one Trustee; (e) to cure any ambiguity or to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein; provided such provisions shall not adversely affect the interests of the Holders of Notes in any material respect; (f) to make any change that does not materially adversely affect the rights of any HolderHolder of Notes or to surrender any right, power or option conferred on the Company hereunder; (g) to make any change to comply with any requirement of the Commission in connection with any Merger Event, to provide that the Notes are convertible into or exchangeable for Reference Property, subject to the provisions of Section 14.02, and make changes to the terms qualification of the Notes to the extent expressly required by Section 14.07;Indenture under TIA; or (h) to provide for the issuance of uncertificated Notes in connection with any transaction described under addition to or in place of certificated Notes; provided, however that the uncertificated Notes are issued in registered form for purposes of Section 11.05, to make changes to the terms 163(f) of the Notes solely to reflect any Successor Holding Company Reference Entity’s status as the Reference Entity; (i) in connection with any Reverse Spin-Off, to make changes to the terms Internal Revenue Code of the Notes (including, without limitation, to provide that the Notes are exchangeable for Spin-Off Exchangeable Baskets) in accordance with Section 14.04(c); (j) in connection with any Reverse Split-Off, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Split-Off Exchangeable Baskets) in accordance with Section 14.04(e); (k) in connection with any Share Election Merger, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Share Election Merger Exchangeable Baskets) in accordance with Section 14.04(f); or (l) to conform the provisions of this Indenture or the Notes to the “Description of Notes” section of the Offering Memorandum1986. Upon the written request of the Company, the Trustee is hereby authorized to join with the The Company and the Reference Entity in the execution of any Trustee may not enter into a supplemental indenture pursuant to this Section 8.01 if such supplemental indenture, indenture modifies in any respect any Event of Default relating to make any further appropriate agreements and stipulations that may be therein contained. The Trustee shall not be obligated to, but may covenant in its discretion, enter into any this Indenture in effect immediately prior to the time such supplemental indenture that affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. Any amendment, supplement or waiver authorized by the provisions of this Section 10.01 may be executed by the Company, the Reference Entity and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 10.02becomes effective.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holder, the Company, when authorized by the Reference Entity resolutions of the Board of Directors, and the Trustee, at the Company’s expense, may from time to time and at any time enter into any amendment, supplement an indenture or waiver indentures supplemental hereto for one or more of the following purposes: (a) to cure any ambiguity, omission, defect or inconsistency; (b) to provide for the assumption by a Successor Company or other successor corporation of the obligations of the Company or the Reference Entity under this Indenture and the Notes pursuant to Article 11 or Section 14.04, including pursuant to a Spin-Off, Split-Off, Share Election Merger or Permitted HoldCo Transaction11; (c) to add guarantees with respect to the Notes; (d) to secure the Notes; (e) to add to the covenants or Events of Default of the Company for the benefit of the Holders or surrender any right or power conferred upon the CompanyCompany under this Indenture; (f) to make any change that does not materially adversely affect the rights of any Holder; (g) in connection with any Merger Event, to provide that the Notes are convertible into or exchangeable for Reference Property, subject to the provisions of Section 14.02, and make such related changes to the terms of the Notes to the extent expressly required by Section 14.07; (h) to increase the Conversion Rate as provided in connection with any transaction described under Section 11.05, to make changes to the terms of the Notes solely to reflect any Successor Holding Company Reference Entity’s status as the Reference Entitythis Indenture; (i) in connection with any Reverse Spin-Off, to make changes provide for the acceptance of appointment by a successor trustee pursuant to Section 7.09 or to facilitate the terms administration of the Notes (including, without limitation, to provide that the Notes are exchangeable for Spin-Off Exchangeable Baskets) in accordance with Section 14.04(c)trusts by more than one trustee; (j) in connection with any Reverse Split-Off, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Split-Off Exchangeable Baskets) in accordance with Section 14.04(e); (k) in connection with any Share Election Merger, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Share Election Merger Exchangeable Baskets) in accordance with Section 14.04(f)irrevocably elect or eliminate a Settlement Method and/or irrevocably elect a minimum Specified Dollar Amount; or (lk) to conform the provisions of this Indenture or the Notes to the “Description of Notes” section of the Offering Memorandum. Upon the written request of the Company, the Trustee is hereby authorized to to, and shall join with the Company and the Reference Entity in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained. The , except that 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 duties, liabilities or immunities under this Indenture or otherwise. Any amendment, supplement or waiver supplemental indenture authorized by the provisions of this Section 10.01 may be executed by the Company, the Reference Entity Company and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 10.02.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holder, the The Company, when authorized by the Reference Entity resolutions of the Board of Directors, and the Trustee, at the Company’s expense, Trustee may from time to time and at any time enter into any amendment, supplement an indenture or waiver indentures supplemental hereto for one or more of the following purposes: (a) to cure convey, transfer, assign, mortgage or pledge to the Trustee as security for the Debentures, any ambiguity, omission, defect property or inconsistencyassets; (b) to provide for evidence the succession of another corporation to the Company, or successive successions, and the assumption by a Successor Company or other the successor corporation of the covenants, agreements and obligations of the Company or the Reference Entity under this Indenture and the Notes pursuant to Article 11 or Section 14.04, including pursuant to a Spin-Off, Split-Off, Share Election Merger or Permitted HoldCo TransactionXI; (c) to add guarantees with respect to the Notescovenants of the Company such further covenants, restrictions or conditions as the Board of Directors and the Trustee shall consider to be for the benefit of the holders of Debentures, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions or conditions a default or an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant, restriction or condition such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default; (d) to secure provide for the Notesissuance under this Indenture of Debentures in coupon form (including Debentures registrable as to principal only) and to provide for exchangeability of such Debentures with the Debentures issued hereunder in fully registered form and to make all appropriate changes for such purpose; (e) to add covenants cure any ambiguity or Events of Default for to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture which shall not materially adversely affect the benefit interests of the Holders or surrender any right or power conferred upon holders of the CompanyDebentures; (f) to make any change that does not materially adversely affect evidence and provide for the rights acceptance of any Holder;appointment hereunder by a successor Trustee with respect to the Debentures; or (g) in connection with any Merger Eventto modify, eliminate or add to provide that the Notes are convertible into or exchangeable for Reference Property, subject to the provisions of Section 14.02, and make changes to the terms of the Notes to the extent expressly required by Section 14.07; (h) in connection with any transaction described under Section 11.05, to make changes to the terms of the Notes solely to reflect any Successor Holding Company Reference Entity’s status as the Reference Entity; (i) in connection with any Reverse Spin-Off, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Spin-Off Exchangeable Baskets) in accordance with Section 14.04(c); (j) in connection with any Reverse Split-Off, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Split-Off Exchangeable Baskets) in accordance with Section 14.04(e); (k) in connection with any Share Election Merger, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Share Election Merger Exchangeable Baskets) in accordance with Section 14.04(f); or (l) to conform the provisions of this Indenture to such extent as shall be necessary to effect or maintain the Notes to qualifications of this Indenture under the “Description of Notes” section of the Offering MemorandumTrust Indenture Act, or under any similar federal statute hereafter enacted. Upon the written request of the Company, the The Trustee is hereby authorized to join with the Company and the Reference Entity in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that which may be therein contained. The contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental indenture that which affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise. Any amendment, supplement or waiver supplemental indenture authorized by the provisions of this Section 10.01 10.1 may be executed by the Company, the Reference Entity Company and the Trustee without the consent of the Holders holders of any of the Notes Debentures at the time outstanding, notwithstanding any of the provisions of Section 10.0210.2.

Supplemental Indentures Without Consent of Holders. Without The Company and the Trustee may amend the Indenture or the Notes or enter into an indenture supplemental hereto without notice to or the consent of any Holder, the Company, the Reference Entity and the Trustee, at the Company’s expense, may from time to time and at any time enter into any amendment, supplement or waiver for one or more of the following purposesHolder to: (a) to cure any ambiguityambiguities, omissionomissions, defect defects or inconsistencyinconsistencies as evidenced by an Officer’s Certificate; (b) make any change that would provide any additional rights or benefits to the Holders of the Notes of a series; (c) provide for or add guarantors with respect to the Notes of any series; (d) secure the Notes of any series; (e) provide for uncertificated Notes of any series in addition to or in place of certificated Notes of the applicable series; (f) evidence and provide for the acceptance of appointment by a successor Trustee; (g) provide for the assumption by a Successor Company or other successor corporation of the Company’s obligations to the Holders of the Company or Notes of any series, in compliance with the Reference Entity under this Indenture and applicable provisions of the Notes pursuant to Article 11 or Section 14.04, including pursuant to a Spin-Off, Split-Off, Share Election Merger or Permitted HoldCo TransactionIndenture; (ch) to add guarantees with respect to maintain the Notes;qualification of the Indenture under the Trust Indenture Act; or (di) to secure the Notes; (e) to add covenants or Events of Default for the benefit of the Holders or surrender any right or power conferred upon the Company; (f) to make any change that does not materially adversely affect the rights of any Holder; (g) Holder of Notes in connection with any Merger Event, to provide that the Notes are convertible into or exchangeable for Reference Property, subject to the provisions of Section 14.02, and make changes to the terms of the Notes to the extent expressly required by Section 14.07; (h) in connection with any transaction described under Section 11.05, to make changes to the terms of the Notes solely to reflect any Successor Holding Company Reference Entity’s status as the Reference Entity; (i) in connection with any Reverse Spin-Off, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Spin-Off Exchangeable Baskets) in accordance with Section 14.04(c); (j) in connection with any Reverse Split-Off, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Split-Off Exchangeable Baskets) in accordance with Section 14.04(e); (k) in connection with any Share Election Merger, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Share Election Merger Exchangeable Baskets) in accordance with Section 14.04(f); or (l) to conform the provisions of this Indenture or the Notes to the “Description of Notes” section of the Offering Memorandummaterial respect. Upon the written request of the Company, the The Trustee is hereby authorized to join with the Company and the Reference Entity in the execution of any such amendment or supplemental indenture, to make any further appropriate agreements and stipulations that which may be therein contained. The contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any Property thereunder, but the Trustee shall not be obligated to, but may in its discretion, to enter into any such amendment or supplemental indenture that which affects the Trustee’s own rights, duties or immunities under this the Indenture or otherwise. Any amendment, supplement amendment or waiver supplemental indenture authorized by the provisions of this Section 10.01 section may be executed by the Company, the Reference Entity without notice to and the Trustee without the consent of the Holders of any of the Notes at the time outstandingOutstanding, notwithstanding any of the provisions of Section 10.026.03.

Supplemental Indentures Without Consent of Holders. Without Notwithstanding ‎Section 10.02, without the consent of any Holder, the Company, the Reference Entity Guarantor and the TrusteeTrustee may amend or supplement this Indenture, at the Company’s expense, may from time to time Notes and at any time enter into any amendment, supplement or waiver for one or more of the following purposesGuarantee to: (a) to cure any ambiguity, mistake, omission, defect or inconsistencyinconsistency in this Indenture, the Notes or the Guarantee; (b) to provide for the assumption by an Issuer Permitted Successor or a Successor Company or other successor corporation Guarantor Permitted Successor, as the case may be, of the obligations of the Company or the Reference Entity Guarantor, as applicable, under this Indenture and Indenture, the Notes pursuant to Article 11 or Section 14.04, including pursuant to a Spin-Off, Split-Off, Share Election Merger or Permitted HoldCo Transactionthe Guarantee in accordance with ‎Article 11; (c) to add additional guarantees with respect to the Notes; (d) to secure the Notes or the Guarantee; (e) increase the Exchange Rate of the Notes; (ef) add to add the covenants or Events of Default of the Company or the Guarantor that the Guarantor’s Board of Directors considers to be for the benefit of the Holders or make changes that would provide additional rights to Holders or surrender any right or power conferred upon the CompanyCompany or the Guarantor; (fg) to make any change that does not materially adversely affect the rights of any Holder; (g) , as determined in connection with any Merger Event, to provide that good faith by the Notes are convertible into or exchangeable for Reference Property, subject Company’s Board of Directors and evidenced by a Board Resolution of the Company delivered to the provisions of Section 14.02, and make changes to the terms of the Notes to the extent expressly required by Section 14.07Trustee; (h) in connection with any transaction described under Section 11.05Specified Corporate Event, to make changes to the terms of the Notes solely to reflect any Successor Holding Company Reference Entity’s status as the Reference Entity; (i) in connection with any Reverse Spin-Off, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Spin-Off Exchangeable BasketsReference Property, subject to ‎Section 14.02, and make certain related changes to the terms of this Indenture and the Notes to the extent expressly required by this Indenture; (i) evidence and provide for the acceptance of an appointment under this Indenture of a successor Trustee; provided that the successor Trustee is otherwise qualified and eligible to act as such under the terms of this Indenture as set forth in accordance with Section 14.04(c)an Officer’s Certificate; (j) in connection with any Reverse Split-Off, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Split-Off Exchangeable Baskets) in accordance with Section 14.04(e); (k) in connection with any Share Election Merger, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Share Election Merger Exchangeable Baskets) in accordance with Section 14.04(f); or (l) to conform the provisions of this Indenture or the Notes to the “Description of Notes” section of the Offering Memorandum; or (k) provide for the issuance of additional Notes in accordance with ‎Section 2.10. Upon the written request of the Company, the The Trustee is hereby authorized to join with the Company and the Reference Entity Guarantor in the execution of any such supplemental indentureamendment, supplement or waiver, to make any further appropriate agreements and stipulations that may be therein contained. The , but the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental indenture amendment, supplement or waiver that adversely affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. Any amendment, supplement or waiver authorized by the provisions of this Section 10.01 may be executed by the Company, the Reference Entity and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 10.02.

Supplemental Indentures Without Consent of Holders. Without The Company and the Guarantors, when authorized by a Board Resolution, and the Trustee may enter into one or more indentures supplemental hereto without the consent of any Holder, the Company, the Reference Entity and the Trustee, at the Company’s expense, may from time to time and at Holder for any time enter into any amendment, supplement or waiver for one or more of the following purposes: (ai) to cure any ambiguity, omission, defect or inconsistency; (bii) to provide for uncertificated Notes in addition to or in place of certificated Notes; (iii) to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act; (iv) to evidence and provide for the acceptance of appointment by a successor Trustee; (v) to conform the terms of this Indenture, the Notes and/or the Guarantees to any provision or other description of the Notes or Guarantees, as the case may be, contained in the Offering Memorandum for the Notes; (vi) to provide for the assumption by a Successor Company successor corporation, partnership, trust or other successor corporation limited liability company of the obligations of the Company Company’s or the Reference Entity Guarantors’ obligations under this the Indenture and the Notes pursuant to Article 11 or Section 14.04Notes, including pursuant to a Spin-Off, Split-Off, Share Election Merger or Permitted HoldCo Transactionin each case in compliance with the provisions thereof; (cvii) to make any change that would provide any additional rights or benefits to the Holders (including to secure the Notes, add guarantees with respect thereto, transfer any property to or with the Trustee, add to the Notes; (d) to secure the Notes; (e) to add Company’s covenants or Events of Default for the benefit of the Holders Holders, add any additional events of default for the Notes, or surrender any right or power conferred upon the CompanyCompany or the Guarantors) or that does not adversely affect the legal rights hereunder of any Holder in any material respect; (fviii) to make provide for the issuance of the Exchange Notes, which shall have terms substantially identical in all material respects to the Initial Notes (except that the transfer restrictions contained in the Initial Notes shall be modified or eliminated, as appropriate, and there will be no registration rights), and which will be treated, together with any outstanding Initial Notes, as a single issue of securities; (ix) to provide for the issuance of any Additional Notes; (x) to comply with the rules of any applicable securities depository (xi) change or eliminate any restrictions on the payment of principal (and premium, if any) on Notes in registered form; provided that does any such action shall not materially adversely affect the rights of any Holder; (g) in connection with any Merger Event, to provide that the Notes are convertible into or exchangeable for Reference Property, subject to the provisions of Section 14.02, and make changes to the terms interests of the Notes to the extent expressly required by Section 14.07; (h) Holders in connection with any transaction described under Section 11.05, to make changes to the terms of the Notes solely to reflect any Successor Holding Company Reference Entity’s status as the Reference Entity; (i) in connection with any Reverse Spin-Off, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Spin-Off Exchangeable Baskets) in accordance with Section 14.04(c); (j) in connection with any Reverse Split-Off, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Split-Off Exchangeable Baskets) in accordance with Section 14.04(e); (k) in connection with any Share Election Merger, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Share Election Merger Exchangeable Baskets) in accordance with Section 14.04(f)material respect; or (lxii) to conform the provisions supplement any provision of this Indenture as shall be necessary to permit or facilitate the defeasance and discharge of the Notes to the “Description of Notes” section of the Offering Memorandum. Upon the written request of the Company, the Trustee is hereby authorized to join in accordance with the Company and the Reference Entity in the execution of any Indenture; provided that such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained. The Trustee action shall not be obligated to, but may in its discretion, enter into any supplemental indenture that affects adversely affect the Trustee’s own rights, duties or immunities under this Indenture or otherwise. Any amendment, supplement or waiver authorized by the provisions of this Section 10.01 may be executed by the Company, the Reference Entity and the Trustee without the consent of the Holders interests of any of the Notes at the time outstanding, notwithstanding Holders in any of the provisions of Section 10.02material respect.

Supplemental Indentures Without Consent of Holders. Without Notwithstanding Section 10.02, without the consent of any Holder, the Company, the Reference Entity Company and the Trustee, at Trustee may amend or supplement this Indenture and the Company’s expense, may from time to time and at any time enter into any amendment, supplement or waiver for one or more of the following purposesNotes to: (a) to cure any ambiguity, omission, defect or inconsistencyinconsistency in this Indenture or the Notes; (b) to provide for the assumption by a Successor Company or other successor corporation a Successor Pubco, as the case may be, of the obligations of the Company or the Reference Entity Pubco, as applicable, under this Indenture and or the Notes pursuant to in accordance with Article 11 or Section 14.04, including pursuant to a Spin-Off, Split-Off, Share Election Merger or Permitted HoldCo Transaction11; (c) to add guarantees with respect to the Notes; (d) to [Reserved]; (e) secure the Notes; (ef) add to add the covenants or Events of Default that the Board of Directors considers to be for the benefit of the Holders or make changes that would provide additional rights to Holders or surrender any right or power conferred upon the Company; (fg) to make any change that does not materially adversely affect the rights of any Holder; (g) Holder in connection with any Merger Eventmaterial respect, to provide that as determined by the Notes are convertible into or exchangeable for Reference Property, subject Board of Directors and evidenced by a Board Resolution delivered to the provisions of Section 14.02, and make changes to the terms of the Notes to the extent expressly required by Section 14.07Trustee; (h) in connection with any transaction described under Section 11.05Specified Corporate Event, to make changes to the terms of the Notes solely to reflect any Successor Holding Company Reference Entity’s status as the Reference Entity; (i) in connection with any Reverse Spin-Off, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Spin-Off Exchangeable BasketsReference Property, subject to Section 14.02, and make certain related changes to the terms of this Indenture and the Notes to the extent expressly required by this Indenture; (i) evidence and provide for the acceptance of an appointment under this Indenture of a successor Trustee; provided that the successor Trustee is otherwise qualified and eligible to act as such under the terms of this Indenture as set forth in accordance with Section 14.04(c)an Officer’s Certificate; (j) in connection with any Reverse Split-Off, to make changes to provide for the terms issuance of the additional Notes (including, without limitation, to provide that the Notes are exchangeable for Split-Off Exchangeable Baskets) in accordance with Section 14.04(e); (k) in connection with any Share Election Merger, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Share Election Merger Exchangeable Baskets) in accordance with Section 14.04(f2.10(a); or (lk) to conform the provisions of this Indenture or the Notes to the “Description of Notes” section of the Offering Memorandumcomply with applicable stock exchange rules. Upon the written request of the Company, the The Trustee is hereby authorized to join with the Company and the Reference Entity in the execution of any such supplemental indentureamendment, supplement or waiver, to make any further appropriate agreements and stipulations that may be therein contained. The , but the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental indenture amendment, supplement or waiver that adversely affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. Any amendment, supplement or waiver authorized by the provisions of this Section 10.01 may be executed by the Company, the Reference Entity and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 10.02.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holder, the Company, the Reference Entity The Company and the Trustee, at the Company’s expense, may from time to time and at any time enter into any amendment, supplement an indenture or waiver indentures supplemental hereto for one or more of the following purposes: (a) to cure any ambiguity, omission, defect or inconsistencyinconsistency that does not adversely affect the Holders in any material respect; (b) to provide for the assumption by a Successor Company or other successor corporation Person of the obligations of the Company or the Reference Entity under this Indenture and the Notes pursuant to Article 11 or Section 14.04, including pursuant to a Spin-Off, Split-Off, Share Election Merger or Permitted HoldCo Transaction11; (c) to add guarantees with respect to the Notes; (d) to secure the Notes; (e) to add to the covenants or Events of Default of the Company for the benefit of the Holders or surrender any right or power conferred upon the Company; (f) to make any change that does not materially adversely affect the rights of any Holder; (g) in connection with any Merger Event, to provide that the Notes notes are convertible into or exchangeable for Reference Property, subject to the provisions of Section 14.02, and make such related changes to the terms of the Notes to the extent expressly required by Section 14.07; (h) increase the Conversion Rate as provided in connection with any transaction described under Section 11.05, to make changes to the terms of the Notes solely to reflect any Successor Holding Company Reference Entity’s status as the Reference EntityArticle 14; (i) in connection with any Reverse Spin-Off, to make changes to provide for the terms acceptance of appointment by a successor Trustee or facilitate the administration of the Notes (including, without limitation, to provide that the Notes are exchangeable for Spin-Off Exchangeable Baskets) in accordance with Section 14.04(c)trusts under this Indenture by more than one Trustee; (j) make a Net Share Settlement Election or otherwise irrevocably elect a Settlement Method or a Specified Dollar Amount as provided in connection Section 14.02, or eliminate the Company’s right to elect a Settlement Method with any Reverse Split-Off, to make changes respect to the terms of the Notes (includingNotes, without limitation, to provide that the Notes are exchangeable for Split-Off Exchangeable Baskets) in accordance with Section 14.04(e); (k) in connection with any Share Election Merger, to make changes subject to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Share Election Merger Exchangeable Baskets) notice requirements set forth in accordance with Section 14.04(f)14.02; or (lk) to conform the provisions of this Indenture or the Notes to the “Description of Notes” section of the Offering Memorandum. Upon the written request of the CompanyCompany and subject to Section 10.05, the Trustee is hereby authorized to to, and shall join with the Company and the Reference Entity in the execution of of, any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained. The , 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 immunities under this Indenture or otherwise. Any amendment, supplement or waiver supplemental indenture authorized by the provisions of this Section 10.01 may be executed by the Company, the Reference Entity Company and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 10.02.

Supplemental Indentures Without Consent of Holders. Without the written consent of any HolderHolders, the Company, the Reference Entity when authorized by a Board Resolution, and the Trustee, Trustee (at the direction of the Company’s expense, may ) at any time and from time to time and at any time time, may enter into any amendment, supplement or waiver for one or more of the following purposesindentures supplemental hereto to undertake clarifications and certain other changes that would not adversely affect Holders in any material respect, including changes: (a) to cure evidence the succession of another Person to the Company, and the assumption by any ambiguitysuch successor of the covenants, omission, defect or inconsistencyagreements and obligations of the Company herein and in the Securities; (b) to provide for add to the assumption by a Successor Company or other successor corporation of the obligations covenants of the Company such new covenants, restrictions, conditions or provisions for the Reference Entity under this Indenture and protection of the Notes pursuant to Article 11 Holders of all or Section 14.04, including pursuant to a Spin-Off, Split-Off, Share Election Merger or Permitted HoldCo Transactionany series of Securities; (c) to add guarantees with respect make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions, conditions or provisions pursuant to the NotesSection 9.1(2) an Event of Default; (d) to secure modify, eliminate or add to any of the Notesprovisions of this Indenture to such extent as necessary to effect the qualification of the indenture under the Trust Indenture Act, and to add to this Indenture such other provisions as may be expressly permitted by the Trust Indenture Act, excluding however, the provisions referred to in Section 316(a)(2) of the Trust Indenture Act; (e) to add covenants cure any ambiguity, to correct or Events of Default for supplement any provision herein or in any supplemental indenture which may be defective or inconsistent with any other provisions herein or in any supplemental indenture or to conform the benefit terms of the Holders Indenture or surrender any right or power conferred upon the Notes to the terms thereof as previously disclosed by the Company; (f) to make any change that does not materially adversely affect secure the rights of any HolderSecurities; (g) in connection 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 Merger Event, to provide that the Notes are convertible into or exchangeable for Reference Property, subject to of the provisions of Section 14.02this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, and make changes pursuant to the terms requirements of the Notes to the extent expressly required by Section 14.076.11(b); (h) in connection with any transaction described under Section 11.05, to make changes to establish the form or terms of the Notes solely to reflect Securities of any Successor Holding Company Reference Entity’s status series as the Reference Entity;permitted by Sections 2.1 and 3.1, including any subordination provisions; or (i) in connection with any Reverse Spin-Off, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Spin-Off Exchangeable Baskets) in accordance with Section 14.04(c); (j) in connection with any Reverse Split-Off, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Split-Off Exchangeable Baskets) in accordance with Section 14.04(e); (k) in connection with any Share Election Merger, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Share Election Merger Exchangeable Baskets) in accordance with Section 14.04(f); or (l) to conform the provisions of this Indenture or the Notes to the “Description of Notes” section of the Offering Memorandum. Upon the written request of the Company, the Trustee is hereby authorized to join with the Company and the Reference Entity in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained. The Trustee other provisions with respect to matters or questions arising under this Indenture, provided such action shall not be obligated to, but may in its discretion, enter into any supplemental indenture that affects adversely affect the Trustee’s own rights, duties or immunities under this Indenture or otherwise. Any amendment, supplement or waiver authorized by the provisions of this Section 10.01 may be executed by the Company, the Reference Entity and the Trustee without the consent interests of the Holders of Securities of any of the Notes at the time outstanding, notwithstanding series in any of the provisions of Section 10.02material respect.

Supplemental Indentures Without Consent of Holders. Without Notwithstanding Section 10.02, without the consent of any Holder, the Company, the Reference Entity Company and the Trustee, at Trustee may amend or supplement this Indenture or the Company’s expense, may from time to time and at any time enter into any amendment, supplement or waiver for one or more of the following purposesNotes to: (a) to cure any ambiguity, mistake, omission, defect or inconsistencyinconsistency in this Indenture or the Notes; (b) to provide for the assumption by a Successor Company or other successor corporation of the obligations of the Company or the Reference Entity under this Indenture and or the Notes pursuant to in accordance with Article 11 or Section 14.04, including pursuant to a Spin-Off, Split-Off, Share Election Merger or Permitted HoldCo Transaction11; (c) to add guarantees with respect to the Notes; (d) to secure the Notes or any guarantees; (e) increase the Conversion Rate of the Notes; (ef) irrevocably select a Settlement Method or Specified Dollar Amount (or minimum Specified Dollar Amount), or eliminate the Company’s right to choose a particular Settlement Method, on conversion of Notes; (g) add to the Company’s covenants or Events of Default for the benefit of the Holders or make changes that would provide additional rights to Holders or surrender any right or power conferred upon the Company; (fh) to make any change that does not materially adversely affect the rights of any Holder; (g) Holder in connection with any Merger Eventmaterial respect, to provide that as determined in good faith by the Notes are convertible into or exchangeable for Reference Property, subject to the provisions Board of Section 14.02, and make changes to the terms of the Notes to the extent expressly required by Section 14.07; (h) in connection with any transaction described under Section 11.05, to make changes to the terms of the Notes solely to reflect any Successor Holding Company Reference Entity’s status as the Reference EntityDirectors; (i) in connection with any Reverse Spin-OffSpecified Corporate Event, provide that the Notes are convertible into Reference Property, subject to Section 14.07, and make certain related changes to the terms of this Indenture and the Notes (including, without limitation, to provide that the Notes are exchangeable for Spin-Off Exchangeable Baskets) in accordance with Section 14.04(c)extent expressly required by this Indenture; (j) in connection with any Reverse Split-Off, evidence and provide for the acceptance of an appointment under this Indenture of a successor Trustee; provided that the successor Trustee is otherwise qualified and eligible to make changes to act as such under the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Split-Off Exchangeable Baskets) this Indenture as set forth in accordance with Section 14.04(e)an Officer’s Certificate; (k) in connection comply with the rules of The Depository Trust Company (or any Share Election Merger, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Share Election Merger Exchangeable Baskets) in accordance with Section 14.04(fsuccessor Depositary); or (l) to conform the provisions of this Indenture or the Notes to the “Description of Notes” section of the Preliminary Offering Memorandum, as supplemented by the related pricing term sheet; or (m) provide for the issuance of additional Notes in accordance with Section 2.10(a). Upon the written request of the Company, the The Trustee is hereby authorized to join with the Company and the Reference Entity in the execution of any such supplemental indentureamendment, supplement or waiver, to make any further appropriate agreements and stipulations that may be therein contained. The , but the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental indenture amendment, supplement or waiver that adversely affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. Any amendment, supplement or waiver to this Indenture authorized by the provisions of this Section 10.01 may be executed by the Company, the Reference Entity Company and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 10.02.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holder, the Company, the Reference Entity The Company and the Trustee, at the Company’s expense, may from time to time and at any time enter into any amendment, supplement an indenture or waiver indentures supplemental hereto for one or more of the following purposes: (a) to cure any ambiguity, omission, defect or inconsistency; (b) to provide for the assumption by a Successor Company or other successor corporation of the obligations of the Company or the Reference Entity under this Indenture and the Notes pursuant to Article 11 or Section 14.04, including pursuant to a Spin-Off, Split-Off, Share Election Merger or Permitted HoldCo Transaction11; (c) to add guarantees with respect to the Notes; (d) to secure the Notes; (e) to add to the covenants or Events of Default of the Company for the benefit of the Holders or surrender any right or power conferred upon the Company; (f) to make any change that does not materially adversely affect the rights of any HolderHolder in any material respect, as certified by the Company in an Officer’s Certificate; (g) in connection with any Merger Share Exchange Event, to provide that the Notes are convertible into or exchangeable for Reference Property, subject to the provisions of Section 14.02, and make such related changes to the terms of the Notes to the extent expressly required by Section 14.07; (h) in connection with any transaction described under Section 11.05, to make changes to the terms of the Notes solely to reflect any Successor Holding Company Reference Entity’s status as the Reference Entity; (i) in connection with any Reverse Spin-Off, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Spin-Off Exchangeable Baskets) in accordance with Section 14.04(c); (j) in connection with any Reverse Split-Off, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Split-Off Exchangeable Baskets) in accordance with Section 14.04(e); (k) in connection with any Share Election Merger, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Share Election Merger Exchangeable Baskets) in accordance with Section 14.04(f); or (l) to conform the provisions of this Indenture or the Notes to the “Description of Notes” section of the Offering MemorandumMemorandum as evidenced in an Officer’s Certificate; (i) to comply with the rules of any applicable Depositary, including The Depository Trust Company, so long as such amendment does not adversely affect the rights of any Holder; (j) to appoint a successor trustee with respect to the Notes; (k) to increase the Conversion Rate as provided in this Indenture; or (l) to provide for the acceptance of appointment by a successor Trustee, security registrar, Paying Agent or Conversion Agent to facilitate the administration of the trusts under this Indenture by more than one trustee. Upon the written request of the Company, the Trustee is hereby authorized to join with the Company and the Reference Entity in the execution of any such supplemental indenture, indenture and to make any further appropriate agreements and stipulations that may be therein contained. The , 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 immunities under this Indenture or otherwise. Any amendment, supplement or waiver supplemental indenture authorized by the provisions of this Section 10.01 may be executed by the Company, the Reference Entity Company and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 10.02.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holder, the The Company, the Reference Entity Guarantors, if any, and the TrusteeTrustee may, at the Company’s expense, may any time and from time to time and at any time time, enter into any amendment, supplement or waiver for one or more of indentures supplemental to the following purposesIndenture without notice to, or the consent of, any Holder: (ai) to cure any ambiguity, omission, defect or inconsistency; (b) evidence the succession of another Person to provide for the Company and the assumption by a Successor Company or other such successor corporation of the obligations covenants of the Company or in the Reference Entity under this Indenture and the Notes pursuant to Article 11 or Section 14.04, including pursuant to a Spin-Off, Split-Off, Share Election Merger or Permitted HoldCo Transaction; (c) to add guarantees with respect to the Notes; (dii) 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 by the Indenture; (iii) to add any additional Events of Default; (iv) to provide for uncertificated Notes in addition to or in place of certificated Notes; (v) to evidence and provide for the acceptance of appointment under the Indenture of a successor trustee; (vi) to secure the Notes; (evii) to comply with the Trust Indenture Act of 1939; (viii) to add covenants or Events of Default for the benefit of the Holders or surrender any right or power conferred upon the Company; (f) additional Guarantees with respect to make any change that does not materially adversely affect the rights of any Holder; (g) in connection with any Merger Event, to provide that the Notes are convertible into or exchangeable for Reference Property, subject to the provisions of Section 14.02, and make changes to release Guarantors from Domestic Restricted Subsidiary Guarantees as provided by the terms of the Notes to the extent expressly required by Section 14.07; (h) in connection with any transaction described under Section 11.05, to make changes to the terms of the Notes solely to reflect any Successor Holding Company Reference Entity’s status as the Reference Entity; (i) in connection with any Reverse Spin-Off, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Spin-Off Exchangeable Baskets) in accordance with Section 14.04(c); (j) in connection with any Reverse Split-Off, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Split-Off Exchangeable Baskets) in accordance with Section 14.04(e); (k) in connection with any Share Election Merger, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Share Election Merger Exchangeable Baskets) in accordance with Section 14.04(f)Indenture; or (lix) to conform cure any ambiguity in the provisions of this Indenture, to correct or supplement any provision in the Indenture which may be inconsistent with any other provision therein or to add any other provision with respect to matters or questions arising under the Notes to Indenture; provided such actions shall not adversely affect the “Description of Notes” section interests of the Offering MemorandumHolders in any material respect. Upon the written request of the Company, the Trustee is hereby authorized to join with the Company and the Reference Entity in accompanied by a Board Resolution authorizing the execution of any such supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.04 hereof, the Trustee shall join with the Company and the Guarantors, if any, in the execution of any supple mental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that which may be therein contained. The , but the Trustee shall not be obligated to, but may in its discretion, to enter into any such supplemental indenture that which affects the Trustee’s its own rights, duties or immunities under this Indenture or otherwise. Any amendment, supplement or waiver authorized by the provisions of this Section 10.01 may be executed by the Company, the Reference Entity and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 10.02.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holder, the The Company, when authorized by the Reference Entity resolutions of the Board of Directors and the Trustee, at the Company’s expense, may from time to time and at any time enter into any amendment, supplement an indenture or waiver indentures supplemental hereto for one or more of the following purposes: (a) to cure any ambiguity, omission, defect or inconsistency; (b) to provide for the assumption by a Successor Company or other successor corporation of the obligations of the Company or the Reference Entity under this Indenture and the Notes pursuant to Article 11 or Section 14.04, including pursuant to a Spin-Off, Split-Off, Share Election Merger or Permitted HoldCo Transaction‎Article 11; (c) to add guarantees with respect to the Notes; (d) to secure the Notes; (e) to add to the covenants or Events of Default of the Company for the benefit of the Holders or surrender any right or power conferred upon the Company; (f) to make any change that does not materially adversely affect the rights of any Holder; (g) to increase the Conversion Rate; (h) to provide for a successor Trustee; (i) to irrevocably elect a Settlement Method and/or a Specified Dollar Amount, or eliminate the Company’s right to elect a Settlement Method; (j) in connection with any Merger Event, to provide that the Notes are convertible into or exchangeable for Reference Property, subject to the provisions of Section ‎Section 14.02, and make such related changes to the terms of the Notes to the extent expressly required by Section ‎Section 14.07; (h) in connection with any transaction described under Section 11.05, to make changes to the terms of the Notes solely to reflect any Successor Holding Company Reference Entity’s status as the Reference Entity; (i) in connection with any Reverse Spin-Off, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Spin-Off Exchangeable Baskets) in accordance with Section 14.04(c); (j) in connection with any Reverse Split-Off, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Split-Off Exchangeable Baskets) in accordance with Section 14.04(e); (k) in connection with any Share Election Merger, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Share Election Merger Exchangeable Baskets) in accordance with Section 14.04(f); or (lk) to conform the provisions of this Indenture or the Notes to the “Description of Notes” section of the Offering Memorandum. Upon the written request of the Company, the Trustee is hereby authorized to join with the Company and the Reference Entity in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained. The , 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 immunities under this Indenture or otherwise. Any amendment, supplement or waiver supplemental indenture authorized by the provisions of this Section ‎Section 10.01 may be executed by the Company, the Reference Entity Company and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section ‎Section 10.02.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holder, the The Company, when authorized by the Reference Entity resolutions of the Board of Directors and the Trustee, at the Company’s 's expense, may from time to time and at any time enter into any amendment, supplement an indenture or waiver indentures supplemental hereto for one or more of the following purposes: (a) to cure any ambiguity, omission, defect or inconsistencyinconsistency that does not adversely affect Holders of the Notes; (b) to provide for the assumption by a Successor Company or other successor corporation of the obligations of the Company or the Reference Entity under this Indenture and the Notes pursuant to Article 11 or Section 14.04, including pursuant to a Spin-Off, Split-Off, Share Election Merger or Permitted HoldCo Transaction‎Article 11; (c) to add guarantees with respect to the Notes; (d) to secure the Notes; (e) to add to the covenants of the Company or the Events of Default for the benefit of the Holders or surrender any right or power conferred upon the Company; (f) to make any change that does not materially adversely affect the rights of any Holder; (g) in connection with any Merger Event, to provide that the Notes are convertible into or exchangeable for Reference Property, subject to the provisions of Section ‎Section 14.02, and make such related changes to the terms of the Notes to the extent expressly required by Section ‎Section 14.07; (h) in connection with any transaction described under Section 11.05, to make changes to the terms of the Notes solely to reflect any Successor Holding Company Reference Entity’s status as the Reference Entity; (i) in connection with any Reverse Spin-Off, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Spin-Off Exchangeable Baskets) in accordance with Section 14.04(c); (j) in connection with any Reverse Split-Off, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Split-Off Exchangeable Baskets) in accordance with Section 14.04(e); (k) in connection with any Share Election Merger, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Share Election Merger Exchangeable Baskets) in accordance with Section 14.04(f); or (lh) to conform the provisions of this Indenture or the Notes to the “"Description of the Notes” " section of the Offering Memorandum. Upon the written request of the CompanyCompany in the form of an Officers' Certificate identifying the reason for such supplemental indenture and subject to Section 10.05, the Trustee is hereby authorized to join with the Company and the Reference Entity in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained. The , but the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental indenture that affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise. Any amendment, supplement or waiver supplemental indenture authorized by the provisions of this Section ‎Section 10.01 may be executed by the Company, the Reference Entity Company and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section ‎Section 10.02.

Supplemental Indentures Without Consent of Holders. Without The Company and the Trustee may modify or amend this Indenture or the Securities without the consent of any Holder, the Company, the Reference Entity and the Trustee, at the Company’s expense, may from time to time and at any time enter into any amendment, supplement or waiver for one or more of the following purposesSecurityholder to: (ai) add guarantees with respect to cure any ambiguity, omission, defect the Securities or inconsistencysecure the Securities; (bii) to provide for the assumption by a Successor Company or other successor corporation of the Company’s obligations to the Holders of Securities in the Company case of a merger, consolidation, conveyance, transfer, sale or the Reference Entity under this Indenture and the Notes lease pursuant to Article 11 9 or Section 14.04, including pursuant to a Spin-Off, Split-Off, Share Election Merger or Permitted HoldCo Transaction5.07 hereof; (ciii) to add guarantees with respect to the Notes; (d) to secure the Notes; (e) to add covenants or Events of Default for the benefit of the Holders or surrender any right or power herein conferred upon the Company; (fiv) to make add to the covenants or Events of Defaults of the Company for the benefit of the Holders, or to surrender any change that does not materially adversely affect right or power herein conferred upon the rights of any HolderCompany; (gv) in connection cure any ambiguity or to correct or supplement any provision herein which may be inconsistent with any Merger Event, to provide that the Notes are convertible into or exchangeable for Reference Property, subject to the provisions of Section 14.02, and make changes to the terms of the Notes to the extent expressly required by Section 14.07other provision herein; (hvi) in connection with any transaction described under Section 11.05, to make changes to establish the terms or form of Securities (substantially in the Notes solely to reflect any Successor Holding Company Reference Entity’s status as the Reference Entity; (i) in connection with any Reverse Spin-Off, to make changes to the terms form of the Notes (including, without limitation, to provide that the Notes are exchangeable for Spin-Off Exchangeable Baskets) in accordance with Section 14.04(cExhibit A); (jvii) evidence and provide for the acceptance of the appointment under this Indenture of a successor Trustee in connection accordance with any Reverse Split-Off, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Split-Off Exchangeable Baskets) in accordance with Section 14.04(e)this Indenture; (kviii) to provide for uncertificated Securities in connection with any Share Election Mergeraddition to or in place of Physical Securities; provided that such uncertificated Securities are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Securities are described in Section 163(f)(2)(B) of the Code; (ix) to make changes to conform this Indenture and the form or terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Share Election Merger Exchangeable Baskets) in accordance with Section 14.04(f); or (l) to conform the provisions of this Indenture or the Notes Securities to the section entitled “Description of Notes” section of the Offering Memorandum. Upon the written request of the Company, the Trustee is hereby authorized to join with the Company and the Reference Entity as set forth in the execution of any such supplemental indenturefinal offering memorandum related to the Securities dated May 13, 2009; or (x) make other changes to make any further appropriate agreements and stipulations that may be therein contained. 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 immunities under this Indenture or otherwise. Any amendment, supplement forms or waiver authorized by terms of the provisions of this Section 10.01 may be executed by Securities so long as no such change individually or in the Company, aggregate with all other such changes has or will have a material adverse effect on the Reference Entity and the Trustee without the consent interests of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 10.02Securities.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holder, the The Company, the Reference Entity when authorized by Board Resolutions, and the Trustee, at the Company’s expense, may from time to time and at any time enter into any amendment, supplement an indenture or waiver indentures supplemental hereto for one or more of the following purposes: (a) to cure any ambiguity, omission, defect or inconsistency; (b) to provide for the assumption by a Successor Company or other successor corporation of the obligations of the Company or the Reference Entity under this Indenture and the Notes pursuant to Article 11 or Section 14.04, including pursuant to a Spin-Off, Split-Off, Share Election Merger or Permitted HoldCo Transaction11; (c) to add guarantees with respect to the Notes; (d) to secure the Notes; (e) to add to the covenants or Events of Default of the Company for the benefit of the Holders or surrender any right or power conferred upon the Company; (f) to make any change that does not materially adversely affect the rights of any HolderHolder in any material respect; (g) in connection with any Merger Event, to provide that the Notes are convertible into or exchangeable for Reference Property, subject to the provisions of Section 14.02, and make such related changes to the terms of the Notes to the extent expressly required by Section 14.07; (h) in connection with any transaction described under Section 11.05, to make changes to the terms of the Notes solely to reflect any Successor Holding Company Reference Entity’s status as the Reference Entity; (i) in connection with any Reverse Spin-Off, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Spin-Off Exchangeable Baskets) in accordance with Section 14.04(c); (j) in connection with any Reverse Split-Off, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Split-Off Exchangeable Baskets) in accordance with Section 14.04(e); (k) in connection with any Share Election Merger, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Share Election Merger Exchangeable Baskets) in accordance with Section 14.04(f); or (l) to conform the provisions of this Indenture or the Notes to the “Description of Notes” section of the Offering Memorandum; (i) to comply with the rules of any applicable securities depositary, including The Depository Trust Company, so long as such amendment does not adversely affect the rights of any Holder in any material respect; (j) to increase the Conversion Rate; (k) to provide for the issuance of additional Notes in accordance with the terms of this Indenture; or (l) to appoint a successor Trustee with respect to the Notes. Upon the written request of the CompanyCompany and subject to Section 10.05, the Trustee is hereby authorized to join with the Company and the Reference Entity in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained. The , 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 immunities under this Indenture or otherwise. Any amendment, supplement or waiver supplemental indenture authorized by the provisions of this Section 10.01 may be executed by the Company, the Reference Entity Company and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 10.02.

Supplemental Indentures Without Consent of Holders. Without the consent of any HolderHolders, the Company, the Reference Entity Company and the Trustee, at the Company’s expense, may from time to time and at any time enter into any amendment, supplement an indenture or waiver indentures supplemental hereto for one or more of the following purposes: (a) to cure any ambiguity, mistake, omission, defect or inconsistency; (b) to provide for the assumption by a Successor Company or other successor corporation of the obligations of the Company or the Reference Entity under this Indenture and or the Notes pursuant to Article 11 or Section 14.04, including pursuant to a Spin-Off, Split-Off, Share Election Merger or Permitted HoldCo Transaction‎Article 11; (c) to add guarantees with respect to the Notes; (d) to secure the Notes; (e) to add to the covenants or Events of Default of the Company for the benefit of the Holders or make changes that would provide additional rights to the Holders or surrender any right or power conferred upon the Company; (f) to make any change that does not materially adversely affect the rights of any HolderHolder as determined by the Company in good faith; (g) in connection with any Merger Share Exchange Event, to provide that the Notes are convertible into or exchangeable for Reference Property, subject to the provisions of Section ‎Section 14.02, and make such related changes to the terms of the Notes to the extent expressly required by Section ‎Section 14.07; (h) in connection with any transaction described under Section 11.05, to make changes to the terms of the Notes solely to reflect any Successor Holding Company Reference Entity’s status as the Reference Entity; (i) in connection with any Reverse Spin-Off, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Spin-Off Exchangeable Baskets) in accordance with Section 14.04(c); (j) in connection with any Reverse Split-Off, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Split-Off Exchangeable Baskets) in accordance with Section 14.04(e); (k) in connection with any Share Election Merger, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Share Election Merger Exchangeable Baskets) in accordance with Section 14.04(f); or (l) to conform the provisions of this Indenture or the Notes to the “Description of Notes” section of the Offering Memorandum; (i) to comply with the rules of any applicable Depositary, including The Depository Trust Company, so long as such amendment does not adversely affect the rights of any Holder in any material respect; (j) to appoint a successor trustee with respect to the Notes; (k) to increase the Conversion Rate as provided in this Indenture; or (l) to provide for the acceptance of appointment by a successor Trustee, security registrar, Paying Agent, Bid Solicitation Agent or Conversion Agent to facilitate the administration of the trusts under this Indenture by more than one trustee. Upon the written request of the Company, the Trustee is hereby authorized to join with the Company and the Reference Entity in the execution of any such supplemental indenture, indenture and to make any further appropriate agreements and stipulations that may be therein contained. The , 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 immunities under this Indenture or otherwise. Any amendment, supplement or waiver supplemental indenture authorized by the provisions of this Section ‎Section 10.01 may be executed by the Company, the Reference Entity Company and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section ‎Section 10.02. After any such supplemental indenture becomes effective, the Company shall deliver to the Holders a notice (with a copy to the Trustee) briefly describing such supplemental indenture, unless a Current Report on Form 8-K (or successor form thereto) is filed by the Company describing the supplemental indenture. However, the failure to give such notice to all the Holders (with a copy to the Trustee), or any defect in the notice, will not impair or affect the validity of the supplemental indenture.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holder, the The Company, when authorized by the Reference Entity resolutions of the Board of Directors and the Trustee, at the Company’s expense, may from time to time and at any time enter into any amendment, supplement an indenture or waiver indentures supplemental hereto or an agreement or agreements supplemental to the Pledge and Escrow Agreement for one or more of the following purposes: (a) to cure any ambiguity, omission, defect or inconsistency; (b) to provide for the assumption by a Successor Company or other successor corporation of the obligations of the Company or the Reference Entity under this Indenture Indenture, the Notes and the Notes Pledge and Escrow Agreement (if still in effect) pursuant to Article 11 or Section 14.04, including pursuant to a Spin-Off, Split-Off, Share Election Merger or Permitted HoldCo Transaction11; (c) to add guarantees with respect to the Notes; (d) to secure the NotesNotes (beyond the security currently provided pursuant to the Pledge and Escrow Agreement); (e) to add to the covenants or Events of Default the Company for the benefit of the Holders or surrender any right or power conferred upon the Company; (f) to make any change that does not materially adversely affect the rights of any Holder; (g) in connection with upon the occurrence of any Merger Share Exchange Event, solely (i) to provide that the Notes are convertible into or exchangeable for Reference Property, subject to and (ii) effect the provisions of Section 14.02, and make related changes to the terms of the Notes to the extent expressly required by Section 14.07; (h) 14.08, in connection with any transaction described under Section 11.05each case, to make changes to the terms of the Notes solely to reflect any Successor Holding Company Reference Entity’s status as the Reference Entity; (i) in connection with any Reverse Spin-Off, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Spin-Off Exchangeable Baskets) in accordance with Section 14.04(c); (j) in connection with any Reverse Split-Off, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Split-Off Exchangeable Baskets) in accordance with Section 14.04(e); (k) in connection with any Share Election Merger, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Share Election Merger Exchangeable Baskets) in accordance with Section 14.04(f)14.08; or (lh) to conform the provisions of this Indenture or the Notes to the “Description of Notes” section of the Offering Memorandum, as amended and supplemented by the amended pricing term sheet for the Notes, dated September 16, 2013. Upon the written request of the Company, the Trustee is hereby authorized to join with the Company and the Reference Entity in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained. The , 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 immunities under this Indenture or otherwise. Any amendment, supplement or waiver supplemental indenture authorized by the provisions of this Section 10.01 may be executed by the Company, the Reference Entity Company and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 10.02.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holder, the The Company, when authorized by the Reference Entity resolutions of the Board of Directors and the Trustee, at the Company’s expense, may from time to time and at any time enter into any amendment, supplement an indenture or waiver indentures supplemental hereto for one or more of the following purposes: (a) to cure any ambiguity, omission, defect or inconsistency; (b) to provide for the assumption by a Successor Company or other successor corporation of the obligations of the Company or the Reference Entity under this Indenture and the Notes pursuant to Article 11 or Section 14.04, including pursuant to a Spin-Off, Split-Off, Share Election Merger or Permitted HoldCo Transaction11; (c) to add guarantees with respect to the Notes; (d) to secure the Notes; (e) to add to the covenants or Events of Default of the Company for the benefit of the Holders or surrender any right or power conferred upon the Company; (f) to make any change that does not materially adversely affect the rights of any HolderHolder in any material respect; (g) in connection with any Merger Event, to provide that the Notes notes are convertible into or exchangeable for Reference Property, subject to the provisions of Section 14.02, and make such related changes to the terms of the Notes to the extent expressly required by Section 14.07; (h) in connection with any transaction described under Section 11.05, to make changes to the terms of the Notes solely to reflect any Successor Holding Company Reference Entity’s status as the Reference Entity; (i) in connection with any Reverse Spin-Off, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Spin-Off Exchangeable Baskets) in accordance with Section 14.04(c); (j) in connection with any Reverse Split-Off, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Split-Off Exchangeable Baskets) in accordance with Section 14.04(e); (k) in connection with any Share Election Merger, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Share Election Merger Exchangeable Baskets) in accordance with Section 14.04(f); or (l) to conform the provisions of this Indenture or the Notes to the “Description of Notesnotes” section of the Offering Memorandum; (i) to comply with the rules of any applicable securities depositary, including DTC, so long as such amendment does not adversely affect the rights of any Holder; or (j) to appoint a successor Trustee with respect to the Notes. Upon the written request of the Company, the Trustee is hereby authorized to join with the Company and the Reference Entity in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained. The , 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 immunities under this Indenture or otherwise. Any amendment, supplement or waiver supplemental indenture authorized by the provisions of this Section 10.01 may be executed by the Company, the Reference Entity Company and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 10.02.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holder, the Company, the Reference Entity The Company and the Trustee, at the Company’s expense, may from time to time and at any time enter into any amendment, supplement an indenture or waiver indentures supplemental hereto for one or more of the following purposes: (a) to cure any ambiguity, mistake, omission, defect or inconsistency; (b) to provide for the assumption by a Successor Company or other successor corporation Entity of the obligations of the Company or the Reference Entity under this Indenture and the Notes pursuant to Article 11 or Section 14.04, including pursuant to a Spin-Off, Split-Off, Share Election Merger or Permitted HoldCo Transaction11; (c) to add guarantees with respect to the Notes; (d) to secure the Notes; (e) to add to the covenants or Events of Default of the Company for the benefit of the Holders or surrender any right or power conferred upon the Company; (f) to make any change that does not materially adversely affect the rights of any HolderHolder under this Indenture; (g) in connection with any Merger Event, to provide that the Notes are convertible into or exchangeable for Reference Property, subject to the provisions of Section 14.02, and make such related changes to the terms of the Notes to the extent expressly required by Section 14.07; (h) in connection to comply with the rules of any transaction described under Section 11.05applicable Depositary, to make changes to including The Depository Trust Company, so long as such amendment does not adversely affect the terms rights of the Notes solely to reflect any Successor Holding Company Reference Entity’s status as the Reference EntityHolder; (i) to increase the Conversion Rate in connection with any Reverse Spin-Off, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Spin-Off Exchangeable Baskets) in accordance with Section 14.04(c)manner provided herein; (j) in connection with any Reverse Split-Off, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Split-Off Exchangeable Baskets) in accordance with Section 14.04(e)[Reserved]; (k) in connection with any Share Election Merger, to make changes to the terms of the Notes (including, without limitation, to provide that for the issuance of Additional Notes are exchangeable for Share Election Merger Exchangeable Baskets) in accordance with Section 14.04(f); orthis Indenture; (l) to conform provide for the provisions issuance of PIK Notes in accordance with the terms of this Indenture; (m) to appoint a successor trustee with respect to the Notes; or (n) to comply with the requirements of the Commission in order to effect or maintain the qualification of this Indenture or under the Notes to the “Description of Notes” section of the Offering MemorandumTrust Indenture Act. Upon the written request of the Company, the Trustee is hereby authorized to join with the Company and the Reference Entity in the execution of any such supplemental indenture, indenture and to make any further appropriate agreements and stipulations that may be therein contained. The , 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 immunities under this Indenture or otherwise. Any amendment, supplement or waiver supplemental indenture authorized by the provisions of this Section 10.01 may be executed by the Company, the Reference Entity Company and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 10.02.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holder, the Company, the Reference Entity The Company and the Trustee, at the Company’s expense, may from time to time and at any time enter into any amendment, supplement an indenture or waiver indentures supplemental hereto for one or more of the following purposes: (a) to cure any ambiguity, omission, defect or inconsistency; (b) to provide for the assumption by a Successor Company or other successor corporation of the obligations of the Company or the Reference Entity under this Indenture and the Notes pursuant to Article 11 or Section 14.04, including pursuant to a Spin-Off, Split-Off, Share Election Merger or Permitted HoldCo Transaction11; (c) to add guarantees with respect to the Notes; (d) to secure the Notes; (e) to add to the covenants or Events of Default of the Company for the benefit of the Holders or surrender any right or power conferred upon the CompanyCompany under this Indenture; (f) to make any change that does not materially adversely affect the rights of any Holder, as determined by the Company in good faith; (g) increase the Conversion Rate as provided in this Indenture; (h) provide for the acceptance of appointment by a successor trustee or facilitate the administration of the trusts under this Indenture by more than one trustee; (i) irrevocably elect a Settlement Method or a Specified Dollar Amount, or eliminate the Company’s right to elect a Settlement Method; (j) in connection with any Merger Event, to provide that the Notes notes are convertible into or exchangeable for Reference Property, subject to the provisions of Section 14.02, and make such related changes to the terms of the Notes to the extent expressly required by Section 14.07; (h) in connection with any transaction described under Section 11.05, to make changes to the terms of the Notes solely to reflect any Successor Holding Company Reference Entity’s status as the Reference Entity; (i) in connection with any Reverse Spin-Off, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Spin-Off Exchangeable Baskets) in accordance with Section 14.04(c); (j) in connection with any Reverse Split-Off, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Split-Off Exchangeable Baskets) in accordance with Section 14.04(e); (k) in connection to comply with the rules of any Share Election Mergerapplicable Depositary, to make changes to including The Depository Trust Company, so long as such amendment does not adversely affect the terms rights of the Notes (including, without limitation, to provide that the Notes are exchangeable for Share Election Merger Exchangeable Baskets) in accordance with Section 14.04(f)any Holder; or (l) to conform the provisions of this Indenture or the Notes to the “Description of Notesnotes” section of the Offering Memorandum. Upon the written request of the Company, the Trustee is hereby authorized to join with the Company and the Reference Entity in the execution of any such supplemental indenture, indenture and to make any further appropriate agreements and stipulations that may be therein contained. The , 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 immunities under this Indenture or otherwise. Any amendment, supplement or waiver supplemental indenture authorized by the provisions of this Section 10.01 may be executed by the Company, the Reference Entity Company and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 10.02.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holder, the Company, the Reference Entity and the Trustee, at the Company’s expense, may from time to time and at any time enter into any amendment, supplement or waiver for one or more of the following purposes: (a) to cure any ambiguity, omission, defect or inconsistency; (b) to provide for the assumption by a Successor Company or other successor corporation of the obligations of the Company or the Reference Entity under this Indenture and the Notes pursuant to Article 11 or Section 14.04, including pursuant to a Spin-Off, Split-Off, Share Election Merger or Permitted HoldCo Transaction; (c) to add guarantees with respect to the Notes; (d) to secure the Notes; (e) to add covenants or Events of Default for the benefit of the Holders or surrender any right or power conferred upon the Company; (f) to make any change that does not materially adversely affect the rights of any Holder; (g) in connection with any Merger Event, to provide that the Notes are convertible into or exchangeable for Reference Property, subject to the provisions of Section 14.02, and make changes to the terms of the Notes to the extent expressly required by Section 14.07; (h) in connection with any transaction described under Section 11.05, to make changes to the terms of the Notes solely to reflect any Successor Holding Company Reference Entity’s status as the Reference Entity; (i) in connection with any Reverse Spin-Off, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Spin-Off Exchangeable Baskets) in accordance with Section 14.04(c);; 66 (j) in connection with any Reverse Split-Off, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Split-Off Exchangeable Baskets) in accordance with Section 14.04(e); (k) in connection with any Share Election Merger, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Share Election Merger Exchangeable Baskets) in accordance with Section 14.04(f); or (l) to conform the provisions of this Indenture or the Notes to the “Description of Notes” section of the Offering Memorandum. Upon the written request of the Company, the Trustee is hereby authorized to join with the Company and the Reference Entity in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained. 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 immunities under this Indenture or otherwise. Any amendment, supplement or waiver authorized by the provisions of this Section 10.01 may be executed by the Company, the Reference Entity and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 10.02.

Supplemental Indentures Without Consent of Holders. Without The Issuer, when authorized by a Resolution of the Board of Directors, the Guarantors and the Trustee may amend or modify the Indenture or the Securities of any series or enter into an indenture supplemental hereto without notice to or the consent of any Holder, the Company, the Reference Entity and the Trustee, at the Company’s expense, may from time to time and at any time enter into any amendment, supplement or waiver for one or more of the following purposesHolder in order to: (a) to cure any ambiguityambiguities, omissionomissions, defect defects or inconsistencyinconsistencies; (b) make any change that would provide any additional rights or benefits to the Holders of the Securities of any series; (c) provide for or add guarantors with respect to the Securities of any series; (d) secure the Securities of any series; (e) establish the form or forms or terms of the Securities of any series as contemplated by Section 2.01 and Section 2.03 herein; (f) provide for uncertificated Securities of any series in addition to or in place of certificated Securities of the applicable series; (g) evidence and provide for the acceptance of appointment by a successor Trustee; (h) provide for the assumption by a Successor Company or other successor corporation company of the Issuer’s obligations to the Holders of the Company or Securities of any series in compliance with the Reference Entity under this Indenture and applicable provisions of the Notes pursuant to Article 11 or Section 14.04, including pursuant to a Spin-Off, Split-Off, Share Election Merger or Permitted HoldCo TransactionIndenture; (ci) to add guarantees with respect to qualify the NotesIndenture under the Trust Indenture Act; (dj) conform any provision in the Indenture or the terms of the Securities of any series to secure the Notes;prospectus, offering memorandum, offering circular or any other document pursuant to which the Securities of such series were offered; or (ek) to add covenants or Events of Default for the benefit of the Holders or surrender any right or power conferred upon the Company; (f) to make any change that does not materially adversely affect the rights of any Holder; (g) Holder in connection with any Merger Event, to provide that the Notes are convertible into or exchangeable for Reference Property, subject to the provisions of Section 14.02, and make changes to the terms of the Notes to the extent expressly required by Section 14.07; (h) in connection with any transaction described under Section 11.05, to make changes to the terms of the Notes solely to reflect any Successor Holding Company Reference Entity’s status as the Reference Entity; (i) in connection with any Reverse Spin-Off, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Spin-Off Exchangeable Baskets) in accordance with Section 14.04(c); (j) in connection with any Reverse Split-Off, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Split-Off Exchangeable Baskets) in accordance with Section 14.04(e); (k) in connection with any Share Election Merger, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Share Election Merger Exchangeable Baskets) in accordance with Section 14.04(f); or (l) to conform the provisions of this Indenture or the Notes to the “Description of Notes” section of the Offering Memorandummaterial respect. Upon the written request of the Company, the The Trustee is hereby authorized to join with the Company Issuer and the Reference Entity Guarantors in the execution of any such amendment or supplemental indenture, to make any further appropriate agreements and stipulations that which may be therein contained. The contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any Property thereunder, but the Trustee shall not be obligated to, but may in its discretion, to enter into any such amendment or supplemental indenture that which affects the Trustee’s own rights, duties or immunities under this the Indenture or otherwise. Any amendment, supplement amendment or waiver supplemental indenture authorized by the provisions of this Section 10.01 section may be executed by the Company, the Reference Entity without notice to and the Trustee without the consent of the Holders of any of the Notes Securities at the time outstandingOutstanding, notwithstanding any of the provisions of Section 10.027.02.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holder, the The Company, the Reference Entity and the Trustee, at the Company’s expense, may may, along with the Trustee, from time to time and at any time enter into any amendment, supplement an indenture or waiver indentures supplemental hereto for one or more of the following purposes: (a) to cure any ambiguity, omission, defect or inconsistency; (b) to provide for the assumption by a Successor Company or other successor corporation of the obligations of the Company or under the Reference Entity under this Indenture and the Notes pursuant to Article 11 or Section 14.04, including pursuant to a Spin-Off, Split-Off, Share Election Merger or Permitted HoldCo Transaction10; (c) to add guarantees with respect to the Notes; (d) to secure provide for the issuance of additional Notes; (e) to secure the Notes; (f) to add to the covenants or Events of Default of the Company for the benefit of the Holders or surrender any right or power conferred upon the Company; (fg) to make any change that does not materially adversely affect the rights of any Holder, as confirmed by an Officer’s Certificate delivered to the Trustee; (gh) in connection with any Merger Event, to provide that the Notes are convertible into or exchangeable for Reference Property, subject to the provisions of Section 14.0211.02, and make such related changes to the terms of the Notes to the extent expressly required by Section 14.07; (h) in connection with any transaction described under Section 11.05, to make changes to the terms of the Notes solely to reflect any Successor Holding Company Reference Entity’s status as the Reference Entity; (i) in connection with any Reverse Spin-Off, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Spin-Off Exchangeable Baskets) in accordance with Section 14.04(c); (j) in connection with any Reverse Split-Off, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Split-Off Exchangeable Baskets) in accordance with Section 14.04(e); (k) in connection with any Share Election Merger, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Share Election Merger Exchangeable Baskets) in accordance with Section 14.04(f)11.07; or (li) to conform the provisions of this the Indenture or the Notes to the “Description of Notesnotes” section of the Offering MemorandumProspectus Supplement. Upon the written request of the Company, the Trustee is hereby authorized to join with the Company and the Reference Entity in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained. The , 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 immunities under this the Indenture or otherwise. Any amendment, supplement or waiver supplemental indenture authorized by the provisions of this Section 10.01 9.02 may be executed by the Company, the Reference Entity Company and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 10.029.03.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holder, the Company, the Reference Entity The Company and the Trustee, at the Company’s expense, may from time to time and at any time enter into any amendment, supplement an indenture or waiver indentures supplemental hereto for one or more of the following purposes: (a) to cure any ambiguity, omission, defect or inconsistency; (b) to provide for the assumption by a Successor Company or other successor corporation of the obligations of the Company or the Reference Entity under this Indenture and the Notes pursuant to Article 11 or Section 14.04, including pursuant to a Spin-Off, Split-Off, Share Election Merger or Permitted HoldCo Transaction11; (c) to add guarantees with respect to the Notes; (d) to secure the Notes; (e) to add to the covenants or Events of Default of the Company for the benefit of the Holders or surrender any right or power conferred upon the Company; (f) to make any change that does not materially adversely affect the rights of any Holder; (g) in connection with any Merger Event, to provide that the Notes are convertible into or exchangeable for Reference Property, subject to the provisions of Section 14.02, and make such related changes to the terms of the Notes to the extent expressly required by Section 14.07; (h) in connection with any transaction described under Section 11.05, to make changes to 14.07 or reasonably deemed necessary by the terms of the Notes solely to reflect any Successor Holding Company Reference Entity’s status as the Reference Entity; (i) in connection with any Reverse Spin-Off, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Spin-Off Exchangeable Baskets) in accordance with Section 14.04(c)convertible into Reference Property as required by this Indenture; (jh) in connection to appoint a successor Trustee with any Reverse Split-Off, to make changes respect to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Split-Off Exchangeable Baskets) in accordance with Section 14.04(e); (k) in connection with any Share Election Merger, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Share Election Merger Exchangeable Baskets) in accordance with Section 14.04(f)Notes; or (li) to conform the provisions of this Indenture or the Notes to the “Description of Notesnotes” section of the Offering Memorandum. Upon the written request of the Company, the Trustee is hereby authorized to join with the Company and the Reference Entity in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained. The , 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 immunities under this Indenture or otherwise. Any amendment, supplement or waiver supplemental indenture authorized by the provisions of this Section 10.01 may be executed by the Company, the Reference Entity Company and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 10.02.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holder, the Company, the Reference Entity Company and the Trustee, at the Company’s expense, may any time and from time to time and at any time time, may enter into any amendment, supplement or waiver for one or more indentures supplemental hereto, in form reasonably satisfactory to the Trustee and the Company, for any of the following purposes: (ai) to cure any ambiguityambiguity or correct any inconsistent or otherwise defective provision contained herein, omission, defect or inconsistencyso long as such action will not materially adversely affect the interest of the Holders; (bii) to provide for the assumption by a Successor Company or other successor corporation of the obligations of the Company contained herein or evidence and provide for the Reference Entity under this Indenture and the Notes acceptance or appointment of a successor trustee pursuant to Article 11 or Section 14.04, including pursuant to a Spin-Off, Split-Off, Share Election Merger or Permitted HoldCo Transactionthis Indenture; (ciii) to provide for uncertificated notes in addition to or in place of certificated notes (provided that the uncertificated notes are issued in registered form for purposes of Section 163(f) of the Internal Revenue Code or in a manner such that the uncertificated notes are described in Section 163(f)(2)(B) of the Internal Revenue Code); (iv) to add guarantees with respect to the NotesSecurities; (dv) to secure the NotesSecurities; (evi) to add to the covenants or Events of Default the Company for the benefit of the Holders Holders, or to surrender any right or power herein conferred upon the Company; (fvii) to make add or modify any change that provision herein which modification or addition does not materially adversely affect the rights of any Holder; (gviii) in connection with any Merger Eventto modify, to provide that the Notes are convertible into eliminate or exchangeable for Reference Property, subject add to the provisions of Section 14.02, and make changes this Indenture in order to the terms comply with any requirement of the Notes Commission in connection with the qualification of this Indenture under the Trust Indenture Act, or under any similar federal statute hereafter enacted; (ix) to provide for the issuance of Additional Securities in accordance with the provisions of Section 3.01 hereof, to the extent expressly required by Section 14.07that the Company deems such amendment or supplement to be necessary or advisable in connection with such issuance; provided that, no such amendment or supplement may impair the rights or interests of any Holder; (hx) in connection to comply with the provisions of any transaction described under Section 11.05clearing agency, to make changes clearing corporation or clearing system, the Trustee or the Security Registrar with respect to the terms provisions of this Indenture or the Notes solely Securities relating to reflect any Successor Holding Company Reference Entity’s status as the Reference Entity; (i) in connection with any Reverse Spin-Off, to make changes to the terms transfers and exchanges of the Notes (including, without limitation, to provide that the Notes are exchangeable for Spin-Off Exchangeable Baskets) in accordance with Section 14.04(c); (j) in connection with any Reverse Split-Off, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Split-Off Exchangeable Baskets) in accordance with Section 14.04(e); (k) in connection with any Share Election Merger, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Share Election Merger Exchangeable Baskets) in accordance with Section 14.04(f)Securities; or (lxi) to conform the provisions of this Indenture or the Notes to the “Description of Notes” section of in the Final Offering Memorandum. Upon the written request of the Company, the Trustee is hereby authorized to join with the Company and the Reference Entity in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained. 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 immunities under this Indenture or otherwise. Any amendment, supplement or waiver authorized by the provisions of this Section 10.01 may be executed by the Company, the Reference Entity and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 10.02.

Supplemental Indentures Without Consent of Holders. Without The Company and the Trustee may amend the Indenture or the Notes without the consent of any Holder, the Company, the Reference Entity and the Trustee, at the Company’s expense, may from time to time and at any time enter into any amendment, supplement or waiver for one or more of the following purposes: (a) to cure any ambiguity, omission, defect or inconsistencyinconsistency that does not adversely affect Holders of the Notes; (b) to provide for the assumption by a Successor Company or other successor corporation Person of the Company’s obligations of under the Company or the Reference Entity under this Indenture and the Notes pursuant to Article 11 or Section 14.04, including pursuant to a Spin-Off, Split-Off, Share Election Merger or Permitted HoldCo Transaction12 hereof; (c) to add guarantees with respect to the Notes; (d) to secure the Notes; (e) to add to the Company’s covenants or Events of Default Defaults for the benefit of the Holders or surrender any right or power conferred upon the Company; (f) to make any change that does not materially adversely affect the rights of any Holder; (g) in connection with any Merger Share Exchange Event, to provide that the Notes are convertible into or exchangeable for Reference Property, subject to the provisions of Section 14.029.02, and make such related changes to the terms of the Notes to the extent expressly required by Section 14.079.07; (h) to comply with any requirement of the SEC in connection with any transaction described under Section 11.05, to make changes to the terms qualification of the Notes solely to reflect any Successor Holding Company Reference Entity’s status as Indenture under the Reference Entity; (i) in connection with any Reverse Spin-Off, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Spin-Off Exchangeable Baskets) in accordance with Section 14.04(c); (j) in connection with any Reverse Split-Off, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Split-Off Exchangeable Baskets) in accordance with Section 14.04(e); (k) in connection with any Share Election Merger, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Share Election Merger Exchangeable Baskets) in accordance with Section 14.04(f)TIA; or (li) to conform the provisions of this the Indenture or to the Notes to “Description of Debt Securities” section of the prospectus of the Company dated April 8, 2011, as supplemented and/or amended by the “Description of Notes” section of in the Offering Memorandumpreliminary prospectus supplement relating to the Notes, as supplemented by the related pricing term sheet. Upon the written request of the Company, the Trustee is hereby authorized to join with the Company and the Reference Entity in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained. The , 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 immunities under this the Indenture or otherwise. Any amendment, supplement or waiver supplemental indenture authorized by the provisions of this Section 10.01 8.01 may be executed by the Company, the Reference Entity Company and the Trustee without the consent of the Holders of any of the Notes at the time outstandingOutstanding, notwithstanding any of the provisions of Section 10.028.03.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holder, the Company, the Reference Entity The Company and the Trustee, at the Company’s expense, may from time to time and at any time enter into any amendment, supplement an indenture or waiver indentures supplemental hereto for one or more of the following purposes: (a) to cure any ambiguity, omission, defect or inconsistency; (b) to provide for the assumption by a Successor Company or other successor corporation of the obligations of the Company or the Reference Entity under this Indenture and the Notes pursuant to Article 11 or Section 14.04, including pursuant to a Spin-Off, Split-Off, Share Election Merger or Permitted HoldCo Transaction11; (c) to add guarantees with respect to the Notes; (d) to secure the Notes; (e) to add to the covenants or Events of Default of the Company for the benefit of the Holders or surrender any right or power conferred upon the Company; (f) to make any change that does not materially adversely affect the rights of any HolderHolder as determined by the Company in good faith; (g) in connection with any Merger Share Exchange Event, to provide that the Notes are convertible into or exchangeable for Reference Property, subject to the provisions of Section 14.02, and make such related changes to the terms of the Notes to the extent expressly required by Section 14.07; (h) in connection with any transaction described under Section 11.05, to make changes to the terms of the Notes solely to reflect any Successor Holding Company Reference Entity’s status as the Reference Entity; (i) in connection with any Reverse Spin-Off, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Spin-Off Exchangeable Baskets) in accordance with Section 14.04(c); (j) in connection with any Reverse Split-Off, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Split-Off Exchangeable Baskets) in accordance with Section 14.04(e); (k) in connection with any Share Election Merger, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Share Election Merger Exchangeable Baskets) in accordance with Section 14.04(f); or (l) to conform the provisions of this Indenture or the Notes to the “Description of Notes” section of the Offering MemorandumMemorandum as evidenced in an Officer’s Certificate; (i) to comply with the rules of any applicable Depositary, including The Depository Trust Company, so long as such amendment does not adversely affect the rights of any Holder in any material respect; (j) to appoint a successor trustee with respect to the Notes; (k) to increase the Conversion Rate as provided in this Indenture; or (l) to provide for the acceptance of appointment 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. Upon the written request of the Company, the Trustee is hereby authorized to join with the Company and the Reference Entity in the execution of any such supplemental indenture, indenture and to make any further appropriate agreements and stipulations that may be therein contained. The , 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 immunities under this Indenture or otherwise. Any amendment, supplement or waiver supplemental indenture authorized by the provisions of this Section 10.01 may be executed by the Company, the Reference Entity Company and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 10.02.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holder, the Company, the Reference Entity The Company and the Trustee, at the Company’s expense, may from time to time and at any time enter into any amendment, supplement an indenture or waiver indentures supplemental hereto for one or more of the following purposes: (a) to cure any ambiguity, omission, defect or inconsistency; (b) to provide for the assumption by a Successor Company or other successor corporation Entity of the obligations of the Company or the Reference Entity under this Indenture and the Notes pursuant to Article 11 or Section 14.04, including pursuant to a Spin-Off, Split-Off, Share Election Merger or Permitted HoldCo Transaction‎Article 11; (c) to add guarantees with respect to the Notes; (d) to secure the Notes; (e) to add to the covenants or Events of Default of the Company for the benefit of the Holders or surrender any right or power conferred upon the Company; (f) to make any change that does not materially adversely affect the rights of any HolderHolder as determined by the Company in good faith; (g) in connection with any Merger Share Exchange Event, to provide that the Notes are convertible into or exchangeable for Reference Property, subject to the provisions of Section ‎Section 14.02, and make such related changes to the terms of the Notes to the extent expressly required by Section ‎Section 14.07; (h) in connection with any transaction described under Section 11.05, to make changes to the terms of the Notes solely to reflect any Successor Holding Company Reference Entity’s status as the Reference Entity; (i) in connection with any Reverse Spin-Off, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Spin-Off Exchangeable Baskets) in accordance with Section 14.04(c); (j) in connection with any Reverse Split-Off, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Split-Off Exchangeable Baskets) in accordance with Section 14.04(e); (k) in connection with any Share Election Merger, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Share Election Merger Exchangeable Baskets) in accordance with Section 14.04(f); or (l) to conform the provisions of this Indenture or the Notes to the “Description of Notes” section of the Offering MemorandumMemorandum as evidenced in an Officer’s Certificate; (i) to comply with the rules of any applicable Depositary, including The Depository Trust Company, so long as such amendment does not adversely affect the rights of any Holder in any material respect; (j) to appoint a successor trustee with respect to the Notes; (k) to increase the Conversion Rate as provided in this Indenture; or (l) to provide for the acceptance of appointment 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. Upon the written request of the Company, the Trustee is hereby authorized to join with the Company and the Reference Entity in the execution of any such supplemental indenture, indenture and to make any further appropriate agreements and stipulations that may be therein contained. The , 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 immunities under this Indenture or otherwise. Any amendment, supplement or waiver supplemental indenture authorized by the provisions of this Section ‎Section 10.01 may be executed by the Company, the Reference Entity Company and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section ‎Section 10.02.

Supplemental Indentures Without Consent of Holders. Without the consent of any HolderHolders, the Company, the Reference Entity when authorized by a Board Resolution, and the Trustee, at the Company’s expense, may any time and from time to time and at any time time, may enter into any amendment, supplement or waiver for one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: (a) to cure evidence the succession of another Person to the Company and the assumption by any ambiguity, omission, defect or inconsistency;such successor of the covenants of the Company herein and in the Convertible Debentures; or (b) to provide for add to the assumption by a Successor Company or other successor corporation of the obligations covenants of the Company for the benefit of the Holders, or to surrender any right or power herein conferred upon the Reference Entity under this Indenture and the Notes pursuant to Article 11 or Section 14.04, including pursuant to a Spin-Off, Split-Off, Share Election Merger or Permitted HoldCo Transaction;Company; or (c) to add guarantees make provision with respect to the Notes;conversion rights of Holders pursuant to the requirements of Article Thirteen; or (d) to secure cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein, or to make any other provi sions with respect to matters or questions arising under this Indenture which shall not be inconsistent with the Notesprovisions of this Indenture; provided, that such action pursuant to this Clause (d) shall not adversely affect the interests of the Holders of the Convertible Debentures or, so long as any of the Preferred Securities shall remain outstanding, the holders of the Preferred Securities; (e) to add covenants or Events of Default for comply with the benefit requirements of the Holders Commission in order to effect or surrender any right maintain the qualification of this Indenture under the Trust Indenture Act; or power conferred upon the Company; (f) to make any change that does not materially adversely affect provision for transfer procedures, certification, book-entry provisions, the rights form of any Holder; (g) restricted securities legends, if any, to be placed on Convertible Debentures, and all other matters required pursuant to Sections 305 and 314 or otherwise necessary, desirable or appropriate in connection with any Merger Event, the issuance of Convertible Debentures to provide that the Notes are convertible into or exchangeable for Reference Property, subject to the provisions holders of Section 14.02, and make changes to the terms of the Notes to the extent expressly required by Section 14.07; (h) in connection with any transaction described under Section 11.05, to make changes to the terms of the Notes solely to reflect any Successor Holding Company Reference Entity’s status as the Reference Entity; (i) in connection with any Reverse Spin-Off, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Spin-Off Exchangeable Baskets) in accordance with Section 14.04(c); (j) in connection with any Reverse Split-Off, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Split-Off Exchangeable Baskets) in accordance with Section 14.04(e); (k) in connection with any Share Election Merger, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Share Election Merger Exchangeable Baskets) in accordance with Section 14.04(f); or (l) to conform the provisions of this Indenture or the Notes to the “Description of Notes” section of the Offering Memorandum. Upon the written request of the Company, the Trustee is hereby authorized to join with the Company and the Reference Entity Preferred Securities in the execution event of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained. 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 immunities under this Indenture or otherwise. Any amendment, supplement or waiver authorized a distribution of Convertible Debentures by the provisions of this Section 10.01 may be executed by the Company, the Reference Entity Trust if a Special Event occurs and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 10.02is continuing.

Supplemental Indentures Without Consent of Holders. Without The Issuer, when authorized by a Resolution of the Board of Directors, and the Trustee may amend or modify the Indenture or the Securities of any series or enter into an indenture supplemental hereto without notice to or the consent of any Holder, the Company, the Reference Entity and the Trustee, at the Company’s expense, may from time to time and at any time enter into any amendment, supplement or waiver for one or more of the following purposesHolder in order to: (a) to cure any ambiguityambiguities, omissionomissions, defect defects or inconsistencyinconsistencies; (b) make any change that would provide any additional rights or benefits to the Holders of the Securities of any series; (c) provide for or add guarantors with respect to the Securities of any series; (d) secure the Securities of any series; (e) establish the form or forms or terms of the Securities of any series as contemplated by Section 2.01 and Section 2.03 herein; (f) provide for uncertificated Securities of any series in addition to or in place of certificated Securities of the applicable series; (g) evidence and provide for the acceptance of appointment by a successor Trustee; (h) provide for the assumption by a Successor Company or other successor corporation company of the Issuer’s obligations to the Holders of the Company or Securities of any series in compliance with the Reference Entity under this Indenture and applicable provisions of the Notes pursuant to Article 11 or Section 14.04, including pursuant to a Spin-Off, Split-Off, Share Election Merger or Permitted HoldCo TransactionIndenture; (ci) to add guarantees with respect to qualify the NotesIndenture under the Trust Indenture Act; (dj) conform any provision in the Indenture or the terms of the Securities of any series to secure the Notes;prospectus, offering memorandum, offering circular or any other document pursuant to which the Securities of such series were offered; or (ek) to add covenants or Events of Default for the benefit of the Holders or surrender any right or power conferred upon the Company; (f) to make any change that does not materially adversely affect the rights of any Holder; (g) Holder in connection with any Merger Event, to provide that the Notes are convertible into or exchangeable for Reference Property, subject to the provisions of Section 14.02, and make changes to the terms of the Notes to the extent expressly required by Section 14.07; (h) in connection with any transaction described under Section 11.05, to make changes to the terms of the Notes solely to reflect any Successor Holding Company Reference Entity’s status as the Reference Entity; (i) in connection with any Reverse Spin-Off, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Spin-Off Exchangeable Baskets) in accordance with Section 14.04(c); (j) in connection with any Reverse Split-Off, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Split-Off Exchangeable Baskets) in accordance with Section 14.04(e); (k) in connection with any Share Election Merger, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Share Election Merger Exchangeable Baskets) in accordance with Section 14.04(f); or (l) to conform the provisions of this Indenture or the Notes to the “Description of Notes” section of the Offering Memorandummaterial respect. Upon the written request of the Company, the The Trustee is hereby authorized to join with the Company and the Reference Entity Issuer in the execution of any such amendment or supplemental indenture, to make any further appropriate agreements and stipulations that which may be therein contained. The contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any Property thereunder, but the Trustee shall not be obligated to, but may in its discretion, to enter into any such amendment or supplemental indenture that which affects the Trustee’s own rights, duties or immunities under this the Indenture or otherwise. Any amendment, supplement amendment or waiver supplemental indenture authorized by the provisions of this Section 10.01 section may be executed by the Company, the Reference Entity without notice to and the Trustee without the consent of the Holders of any of the Notes Securities at the time outstandingOutstanding, notwithstanding any of the provisions of Section 10.027.02.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holder, the The Company, when authorized by the Reference Entity resolutions of the Board of Directors, and the Trustee, at the Company’s expenseexpense and direction, may from time to time and at any time enter into any amendment, supplement an indenture or waiver indentures supplemental hereto for one or more of the following purposes: (a) to cure any ambiguity, omission, defect or inconsistency; (b) to provide for the assumption by a Successor Company or other successor corporation of the obligations of the Company or the Reference Entity under this Indenture and the Notes pursuant to Article 11 or Section 14.04, including pursuant to a Spin-Off, Split-Off, Share Election Merger or Permitted HoldCo Transaction‎Article 11; (c) to add guarantees with respect to the Notes; (d) to secure the Notes; (e) to add to the covenants or Events of Default Defaults of the Company for the benefit of the Holders or surrender any right or power conferred upon the Company; (f) upon the occurrence of any transaction or event described in ‎Section 14.07(a), to (i) provide that the Notes are convertible into Reference Property, subject to ‎Section 14.02, and (ii) effect the related changes to the terms of the Notes described under ‎Section 14.07(a), in each case, in accordance with ‎Section 14.07; (g) to make any change that does not materially adversely affect the rights of any Holder; (g) in connection with any Merger Event, to provide that the Notes are convertible into or exchangeable for Reference Property, subject to the provisions of Section 14.02, and make changes to the terms of the Notes to the extent expressly required by Section 14.07; (h) in connection with any transaction described under Section 11.05, to make changes to the terms of the Notes solely to reflect any Successor Holding Company Reference Entity’s status as the Reference Entity; (i) in connection with any Reverse Spin-Off, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Spin-Off Exchangeable Baskets) in accordance with Section 14.04(c); (j) in connection with any Reverse Split-Off, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Split-Off Exchangeable Baskets) in accordance with Section 14.04(e); (k) in connection with any Share Election Merger, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Share Election Merger Exchangeable Baskets) in accordance with Section 14.04(f); or (lh) to conform the provisions of this Indenture or the Notes 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 and the Reference Entity in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained. The , 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 immunities under this Indenture or otherwise. The Trustee shall be entitled to seek an Opinion of Counsel, at the Company’s expense, that any such supplemental indenture is authorized and permitted by the terms of this Indenture and not contrary to law. Any amendment, supplement or waiver supplemental indenture authorized by the provisions of this Section ‎Section 10.01 may be executed by the Company, the Reference Entity Company and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section ‎Section 10.02.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holder, the Company, the Reference Entity The Company and the Trustee, at the Company’s expense, may from time to time and at any time enter into any amendment, supplement an indenture or waiver indentures supplemental hereto for one or more of the following purposes: (a) to cure any ambiguity, omission, defect or inconsistency; (b) to provide for the assumption by a Successor Company or other successor corporation of the obligations of the Company or under the Reference Entity under Notes and this Indenture and the Notes pursuant to Article 11 or Section 14.04, including pursuant to a Spin-Off, Split-Off, Share Election Merger or Permitted HoldCo Transaction11; (c) to add guarantees with respect to the NotesNotes or to release a Guarantor in accordance with Article 13; (d) to secure the Notes; (e) to add to the covenants or Events of Default of the Company for the benefit of the Holders or surrender any right or power conferred upon the CompanyCompany under this Indenture; (f) to make any change that does not materially adversely affect the rights of any Holder; (g) to increase the Conversion Rate as provided in connection with any Merger Event, Article 14; (h) to provide for the acceptance of appointment by a successor trustee or facilitate the administration of the trusts under this Indenture by more than one trustee; (i) to provide that the Notes are convertible into or exchangeable for Reference PropertyProperty in connection with any Specified Corporate Event, subject to the provisions of Section 14.02, and make such related changes to the terms of the Notes to the extent expressly required by in accordance with Section 14.07; (h) in connection with any transaction described under Section 11.05, to make changes to the terms of the Notes solely to reflect any Successor Holding Company Reference Entity’s status as the Reference Entity; (i) in connection with any Reverse Spin-Off, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Spin-Off Exchangeable Baskets) in accordance with Section 14.04(c); (j) in connection with any Reverse Split-Off, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Split-Off Exchangeable Baskets) in accordance with Section 14.04(e); (k) in connection with any Share Election Merger, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Share Election Merger Exchangeable Baskets) in accordance with Section 14.04(f); or (l) to conform the provisions of this Indenture or the Notes to the “Description of Notes” section included as Exhibit A to the Exchange Agreement; (k) to make any changes to the guarantee provisions of this Indenture in accordance with Article 13; or (l) conform this Indenture to the requirements of the Offering MemorandumTrust Indenture Act as then in effect, to the extent the indenture is required to comply with the Trust Indenture Act. Upon the written request of the Company, the Trustee is hereby authorized to join with the Company and the Reference Entity in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained. The , 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 immunities under this Indenture or otherwise. Any amendment, supplement or waiver supplemental indenture authorized by the provisions of this Section 10.01 may be executed by the Company, the Reference Entity Company and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 10.02.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holder, the The Company, when authorized by the Reference Entity resolutions of the Board of Directors and the Trustee, at the Company’s expense, may from time to time and at any time enter into any amendment, supplement an indenture or waiver indentures supplemental hereto for one or more of the following purposes: (a) to cure any ambiguity, omission, defect or inconsistencyinconsistency in this Indenture or the Notes in a manner that does not, individually or in the aggregate, adversely affect the rights of any Holder; (b) to provide for the assumption by a Successor Company or other successor corporation of the obligations of the Company or the Reference Entity under this Indenture and the Notes pursuant to Article 11 or Section 14.04, including pursuant to a Spin-Off, Split-Off, Share Election Merger or Permitted HoldCo Transaction11; (c) to add guarantees with respect to the Notes; (d) to secure the Notes; (e) to add to the covenants or Events of Default of the Company for the benefit of the Holders or surrender any right or power conferred upon the Company; (f) to make any other change that does not materially adversely affect the rights of any Holder; (g) to increase the Conversion Rate as provided in this Indenture; (h) to provide for the acceptance of appointment by a successor trustee pursuant to Section 7.09 or to facilitate the administration of the trusts by more than one trustee; (i) to irrevocably elect a Settlement Method and/or irrevocably elect a minimum Specified Dollar Amount; (j) in connection with any Merger Event, to provide that the Notes are convertible into or exchangeable for Reference Property, subject to the provisions of Section 14.02, and make such related changes to the terms of the Notes to the extent expressly required by Section 14.07; (hk) in connection to comply with any transaction described under Section 11.05, to make changes to the terms applicable procedures of the Notes solely to reflect any Successor Holding Company Reference Entity’s status as the Reference Entity; (i) in connection with any Reverse Spin-Off, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Spin-Off Exchangeable Baskets) in accordance with Section 14.04(c); (j) in connection with any Reverse Split-Off, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Split-Off Exchangeable Baskets) in accordance with Section 14.04(e); (k) in connection with any Share Election Merger, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Share Election Merger Exchangeable Baskets) in accordance with Section 14.04(f)Depositary; or (l) to conform the provisions of this Indenture or the Notes to the “Description of Notes” section of the Offering Memorandum. Upon the written request of the Company, the Trustee is hereby authorized to to, and shall join with the Company and the Reference Entity in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained. The , except that 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 duties, powers, privileges, protections, indemnities and immunities under this Indenture or otherwise. Any amendment, supplement or waiver supplemental indenture authorized by the provisions of this Section 10.01 may be executed by the Company, the Reference Entity Company and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 10.02.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holder, the Company, the Reference Entity The Company and the Trustee, at the Company’s expense, may from time to time and at any time enter into any amendment, supplement an indenture or waiver indentures supplemental hereto for one or more of the following purposes: (a) to cure any ambiguity, omission, defect or inconsistency; (b) to provide for the assumption by a Successor Company or other successor corporation Person of the obligations of the Company or under the Reference Entity under Notes and this Indenture and the Notes pursuant to Article 11 or Section 14.04, including pursuant to a Spin-Off, Split-Off, Share Election Merger or Permitted HoldCo Transaction11; (c) to add guarantees with respect to the Notes; (d) to secure provide for the issuance of additional Notes; (e) to secure the Notes; (f) to add to the covenants or Events of Default of the Company for the benefit of the Holders or surrender any right or power conferred upon the CompanyCompany under this Indenture; (fg) to make any change that does not materially adversely affect the rights of any HolderHolder in any material respect; (gh) in connection with any Merger Common Stock Change Event, subject to the provisions of Section 14.02, to provide that the Notes are convertible into or exchangeable for Reference Property, subject to the provisions of Section 14.02, Property and make such related changes to the terms of the Notes to the extent expressly required by Section 14.07; (hi) comply with any requirement of the Commission in connection with any transaction described the qualification of this Indenture under Section 11.05, to make changes to the terms of the Notes solely to reflect any Successor Holding Company Reference Entity’s status as the Reference Entity; (i) in connection with any Reverse Spin-Off, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Spin-Off Exchangeable Baskets) in accordance with Section 14.04(c)Trust Indenture Act; (j) in connection to appoint a successor trustee with any Reverse Split-Off, to make changes respect to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Split-Off Exchangeable Baskets) in accordance with Section 14.04(e);Notes (k) in connection with any Share Election Merger, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Share Election Merger Exchangeable Baskets) in accordance with Section 14.04(f); or (l) to conform the provisions of this Indenture or the Notes to the “Description of Notesnotes” section of the Offering Memorandum; or (l) to irrevocably elect or eliminate one of the Settlement Methods and/or irrevocably elect a minimum Specified Dollar Amount. Upon the written request of the Company, the Trustee is hereby authorized to join with the Company and the Reference Entity in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained. The , 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 immunities under this Indenture or otherwise. Any amendment, supplement or waiver supplemental indenture authorized by the provisions of this Section 10.01 may be executed by the Company, the Reference Entity Company and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 10.02.

Supplemental Indentures Without Consent of Holders. Without Notwithstanding Section 10.02, without the consent of any Holder, the Company, the Reference Entity Company and the Trustee, at Trustee may amend or supplement this Indenture and the Company’s expense, may from time to time and at any time enter into any amendment, supplement or waiver for one or more of the following purposesNotes to: (a) to cure any ambiguity, mistake, omission, defect or inconsistencyinconsistency in this Indenture or in the Notes; (b) to provide for the assumption by a Successor Company or other successor corporation of the obligations of the Company or the Reference Entity under this Indenture and or the Notes pursuant to in accordance with Article 11 or Section 14.04, including pursuant to a Spin-Off, Split-Off, Share Election Merger or Permitted HoldCo Transaction11; (c) to add guarantees with respect to the Notes; (d) to secure the Notes; (e) increase the Conversion Rate of the Notes; (f) irrevocably select a Settlement Method or Specified Dollar Amount, or eliminate the Company’s right to choose a particular settlement method, on conversion of Notes; (g) add to the covenants or Events of Default for the benefit of the Holders or make changes that would provide additional rights to Holders or surrender any right or power conferred upon the Company; (fh) to make any change that does not materially adversely affect the rights of any Holder; (gi) in connection with any Merger Share Exchange Event, to provide that the Notes are convertible into or exchangeable for Reference Property, subject to the provisions of Section 14.02, and make certain related changes to the terms of this Indenture and the Notes to the extent expressly required by Section 14.07; (h) in connection with any transaction described under Section 11.05, to make changes to the terms of the Notes solely to reflect any Successor Holding Company Reference Entity’s status as the Reference Entity; (i) in connection with any Reverse Spin-Off, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Spin-Off Exchangeable Baskets) in accordance with Section 14.04(c)this Indenture; (j) in connection with any Reverse Split-Off, evidence and provide for the acceptance of an appointment under this Indenture of a successor Trustee; provided that the successor Trustee is otherwise qualified and eligible to make changes to act as such under the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Split-Off Exchangeable Baskets) this Indenture as set forth in accordance with Section 14.04(e)an Officer’s Certificate; (k) in connection with any Share Election Merger, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Share Election Merger Exchangeable Baskets) in accordance with Section 14.04(f); or (l) to conform the provisions of this Indenture or the Notes to the “Description of Notesnotes” section of the Offering Memorandum; or (l) provide for the issuance of additional Notes in accordance with Section 2.10(a). Upon the written request of the Company, the The Trustee is hereby authorized to join with the Company and the Reference Entity in the execution of any such supplemental indentureamendment, supplement or waiver, to make any further appropriate agreements and stipulations that may be therein contained. The , but the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental indenture amendment, supplement or waiver that adversely affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. Any amendment, supplement or waiver authorized by the provisions of this Section 10.01 may be executed by the Company, the Reference Entity and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 10.02.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holder, the Company, the Reference Entity The Company and the Trustee, at the Company’s expense, may from time to time and at any time enter into any amendment, supplement an indenture or waiver indentures supplemental hereto for one or more of the following purposes: (a) to cure any ambiguity, omission, defect or inconsistency; (b) to provide for the assumption by a Successor Company or other successor corporation of the obligations of the Company or the Reference Entity under this Indenture and the Notes pursuant to Article 11 or Section 14.04, including pursuant to a Spin-Off, Split-Off, Share Election Merger or Permitted HoldCo Transaction11; (c) to add guarantees with respect to the Notes; (d) to secure the Notes; (e) to add to the covenants or Events of Default of the Company for the benefit of the Holders or surrender any right or power conferred upon the Company; (f) to make any change that does not materially adversely affect the rights of any Holder; (g) in connection with any Merger Event, to provide that the Notes notes are convertible into or exchangeable for Reference Property, subject to the provisions of Section 14.02, and make such related changes to the terms of the Notes to the extent expressly required by Section 14.07; (h) in connection with any transaction described under Section 11.05, to make changes to the terms of the Notes solely to reflect any Successor Holding Company Reference Entity’s status as the Reference Entity; (i) in connection with any Reverse Spin-Off, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Spin-Off Exchangeable Baskets) in accordance with Section 14.04(c); (j) in connection with any Reverse Split-Off, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Split-Off Exchangeable Baskets) in accordance with Section 14.04(e); (k) in connection with any Share Election Merger, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Share Election Merger Exchangeable Baskets) in accordance with Section 14.04(f); or (l) to conform the provisions of this Indenture or the Notes to the “Description of Notesnotes” section of the Offering MemorandumMemorandum as evidenced in an Officer’s Certificate; (i) to comply with the rules of any applicable Depositary, including The Depository Trust Company, so long as such amendment does not adversely affect the rights of any Holder; or (j) to appoint a successor trustee with respect to the Notes. Upon the written request of the Company, the Trustee is hereby authorized to join with the Company and the Reference Entity in the execution of any such supplemental indenture, indenture and to make any further appropriate agreements and stipulations that may be therein contained. The , 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 immunities under this Indenture or otherwise. Any amendment, supplement or waiver supplemental indenture authorized by the provisions of this Section 10.01 may be executed by the Company, the Reference Entity Company and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 10.02.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holder, the The Company, when authorized by the Reference Entity resolutions of the Board of Directors, and the Trustee, at the Company’s expenseexpense and direction, may from time to time and at any time enter into any amendment, supplement an indenture or waiver indentures supplemental hereto for one or more of the following purposes: (a) to cure any ambiguity, omission, defect or inconsistency; (b) to provide for the assumption by a Successor Company or other successor corporation of the obligations of the Company or the Reference Entity under this Indenture and the Notes pursuant to Article 11 or Section 14.04, including pursuant to a Spin-Off, Split-Off, Share Election Merger or Permitted HoldCo Transaction11; (c) to add guarantees with respect to the Notes; (d) to secure the Notes; (e) to add to the covenants or Events of Default Defaults of the Company for the benefit of the Holders or surrender any right or power conferred upon the Company; (f) upon the occurrence of any transaction or event described in Section 14.07(a), to (i) provide that the Notes are exchangeable for Reference Property, subject to Section 14.02, and (ii) effect the related changes to the terms of the Notes described under Section 14.07(a), in each case, in accordance with Section 14.07; (g) to make any change that does not materially adversely affect the rights of any Holder; (g) in connection with any Merger Event, to provide that the Notes are convertible into or exchangeable for Reference Property, subject to the provisions of Section 14.02, and make changes to the terms of the Notes to the extent expressly required by Section 14.07; (h) in connection with any transaction described under Section 11.05, to make changes to the terms of the Notes solely to reflect any Successor Holding Company Reference Entity’s status as the Reference Entity; (i) in connection with any Reverse Spin-Off, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Spin-Off Exchangeable Baskets) in accordance with Section 14.04(c); (j) in connection with any Reverse Split-Off, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Split-Off Exchangeable Baskets) in accordance with Section 14.04(e); (k) in connection with any Share Election Merger, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Share Election Merger Exchangeable Baskets) in accordance with Section 14.04(f); or (l) to conform the provisions of this Indenture or the Notes to the “Description of the Notes” section of the Offering Memorandum; or (i) to make the necessary changes to the terms of the Notes in the event the Ordinary Shares become the Reference Property underlying the Notes as described under Section 15.02(b). Upon the written request of the Company, the Trustee is hereby authorized to join with the Company and the Reference Entity in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained. The , 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 immunities under this Indenture or otherwise. The Trustee shall be entitled to seek an Opinion of Counsel, at the Company’s expense, that any such supplemental indenture is authorized and permitted by the terms of this Indenture and not contrary to law. Any amendment, supplement or waiver supplemental indenture authorized by the provisions of this Section 10.01 may be executed by the Company, the Reference Entity Company and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 10.02.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holder, the Company, the Reference Entity The Company and the Trustee, at the Company’s expense, Trustee may from time to time and at any time amend or enter into any amendment, supplement an indenture or waiver indentures supplemental hereto for one or more of the following purposespurposes without the consent of the Holders: (a) to cure any ambiguity, omission, defect or inconsistencyinconsistency in this Indenture; (b) to provide for the assumption by a Successor Company or other successor corporation of the obligations of the Company or the Reference Entity under this Indenture and the Notes pursuant to Article 11 or Section 14.04, including pursuant to a Spin-Off, Split-Off, Share Election Merger or Permitted HoldCo Transaction11; (c) to add guarantees with respect to the Notes; (d) to secure the Notes; (e) add to add the covenants or Events of Default of the Company for the benefit of the Holders or surrender any right or power conferred upon the CompanyCompany under this Indenture; (f) to make any change that does not materially adversely affect the rights of any HolderHolder in any material respect (including increase the Conversion Rate as provided in this Indenture); (g) in connection with any Merger Event, to provide that the Notes notes are convertible into or exchangeable for Reference Property, subject to the provisions of Section 14.02, and make such related changes to the terms of the Notes to the extent expressly required by Section 14.07; (h) irrevocably elect the form and amounts of consideration in connection with any transaction described under Section 11.05, to make changes to the terms excess of the principal amount of Notes solely to reflect any Successor Holding Company Reference Entity’s status as the Reference Entitypayable upon conversion or irrevocably elect a cash percentage for all conversions; (i) in connection with any Reverse Spin-Off, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Spin-Off Exchangeable Baskets) in accordance with Section 14.04(c); (j) in connection with any Reverse Split-Off, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Split-Off Exchangeable Baskets) in accordance with Section 14.04(e); (k) in connection with any Share Election Merger, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Share Election Merger Exchangeable Baskets) in accordance with Section 14.04(f); or (l) to conform the provisions of this Indenture or the Notes to the “Description of Notesnotes” section of the Offering Memorandum; (j) provide for the acceptance of appointment by a successor trustee or facilitate the administration of the trusts under this Indenture by more than one trustee; (k) comply with the rules of any applicable Depositary, including The Depository Trust Company, so long as such amendment does not materially and adversely affect the rights of any Holder; or (l) provide for the issuance of additional Notes in accordance with this Indenture. Upon the written request of the Company, the Trustee is hereby authorized to join with the Company and the Reference Entity in the execution of any such amendment or supplemental indenture, indenture and to make any further appropriate agreements and stipulations that may be therein contained. The , 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 immunities under this Indenture or otherwise. Any amendment, supplement or waiver supplemental indenture authorized by the provisions of this Section 10.01 may be executed by the Company, the Reference Entity Company and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 10.02.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holder, the The Company, when authorized by the Reference Entity resolutions of the Board of Directors and the Trustee, at the Company’s expense, may from time to time and at any time enter into any amendment, supplement an indenture or waiver indentures supplemental hereto for one or more of the following purposes: (a) to cure any ambiguity, omission, defect or inconsistency; (b) to provide for the assumption by a Successor Company or other successor corporation of the obligations of the Company or under the Reference Entity under Notes and this Indenture and the Notes pursuant to Article 11 or Section 14.04, including pursuant to a Spin-Off, Split-Off, Share Election Merger or Permitted HoldCo Transaction11; (c) to add guarantees with respect to the Notes; (d) to secure the Notes; (e) to add to the covenants or Events of Default of the Company for the benefit of the Holders or surrender any right or power conferred upon the CompanyCompany under this Indenture; (f) to make any change that does not materially adversely affect the rights of any Holder; (g) in connection with any Merger Event, to provide that the Notes are convertible into or exchangeable for Reference Property, subject to the provisions of Section 14.02, and make such related changes to the terms of the Notes to the extent expressly required by Section 14.07; (h) in connection with any transaction described under Section 11.05, to make changes to provide for the terms issuance of the additional Notes solely to reflect any Successor Holding Company Reference Entity’s status as the Reference Entitypermitted by this Indenture; (i) to increase the Conversion Rate as provided in connection with any Reverse Spin-Off, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Spin-Off Exchangeable Baskets) in accordance with Section 14.04(c)this Indenture; (j) in connection with any Reverse Split-Offto irrevocably elect a Settlement Method or a Specified Dollar Amount, or eliminate the Company’s right to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Split-Off Exchangeable Baskets) in accordance with Section 14.04(e)elect a Settlement Method; (k) in connection to comply with any Share Election Merger, to make changes to the terms requirement of the Notes (including, without limitation, Commission relating to provide that qualification of the Notes are exchangeable for Share Election Merger Exchangeable Baskets) in accordance with Section 14.04(f)Indenture under the Trust Indenture Act; or (l) to conform the provisions of this Indenture or the Notes to the “Description of Notes” section of the Offering Memorandum. Upon the written request of the Company, the Trustee is hereby authorized to to, and shall join with the Company and the Reference Entity in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained. The , 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 immunities under this Indenture or otherwise. Any amendment, supplement or waiver supplemental indenture authorized by the provisions of this Section 10.01 may be executed by the Company, the Reference Entity Company and the Trustee without the consent of of, or prior notice to, the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 10.02.

Supplemental Indentures Without Consent of Holders. Without the consent of any HolderHolders of the Notes, the Company, the Reference Entity Company and the TrusteeSubsidiary Guarantors, when authorized by a Board Resolution, at the Company’s expense, may any time and from time to time and at any time time, may enter into any amendment, supplement or waiver for one or more indentures supplemental hereto, in form satisfactory to such Trustee, for any of the following purposes: (a) to cure any ambiguity, omission, defect or inconsistencyinconsistency or to effect any provision of this Indenture (including the release of any Subsidiary Guarantor in accordance with the terms of this Indenture); (b) to provide for (x) the assumption by a Successor Company or other successor corporation of the obligations of the Company under this Indenture or (y) the Reference Entity assumption by a successor guarantor of the obligations of a Subsidiary Guarantor under this Indenture and the Notes pursuant to its Subsidiary Guarantee as contemplated by Article 11 or Section 14.04, including pursuant to a Spin-Off, Split-Off, Share Election Merger or Permitted HoldCo TransactionVIII; (c) to provide for uncertificated Notes in addition to or in place of certificated Notes; (d) to add guarantees with respect to the Notes; (d) Notes or to secure the Notes; (e) to add to the covenants or Events of Default the Company for the benefit of the Holders or to surrender any right or power conferred upon the Company; (f) to make any change that does not materially adversely affect the rights of any HolderHolder in any material respect; (g) to comply with any requirement of the SEC in connection with any Merger Event, to provide that the Notes are convertible into or exchangeable for Reference Property, subject to qualification of this Indenture under the provisions of Section 14.02, and make changes to the terms of the Notes to the extent expressly required by Section 14.07Trust Indenture Act; (h) to conform any non-conforming language or defined terms in connection with the text of this Indenture or any transaction described under Section 11.05, Notes to make changes to the terms any provision of the Description of Notes solely to reflect any Successor Holding Company Reference Entity’s status as the Reference Entityso that such provision reflects a verbatim recitation of a provision of such Description of Notes; (i) 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 the Notes; provided, however, that any such action shall not adversely affect the interests of the Holders of the Notes in connection any material respect; (j) to evidence and provide for the acceptance of appointment hereunder of a successor Txxxxxx, as 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 under this Indenture by more than one Trustee, pursuant to the requirements thereunder; (k) to provide for the issuance of Additional Notes permitted to be Incurred under this Indenture; (l) to comply with the rules of any Reverse Spin-Offapplicable securities depositary; (m) to provide for the issuance of exchange notes or private exchange notes; (n) to comply with the covenant relating to mergers, consolidations and sales of assets; (o) to make changes add or release a Guarantee with respect to the Notes in accordance with the terms of this Indenture and comply with the provisions described under Section 10.19 and/or Article XII (it being understood that such a release does not require a supplemental indenture); (p) to provide for the succession of any parties to this Indenture; (q) to provide for a reduction in the minimum denominations of the Notes; or (r) to make any amendment to the provisions of this Indenture relating to the transfer and legending of the Notes (as permitted by this Indenture, including, without limitation, to provide facilitate the issuance and administration of the Notes; provided that (a) compliance with this Indenture as so amended may not result in the Notes are exchangeable for Spin-Off Exchangeable Baskets) being transferred in accordance with Section 14.04(c); (j) in connection with any Reverse Split-Off, to make changes to the terms violation of the Notes Securities Act or any applicable securities laws and (including, without limitation, b) such amendment does not materially and adversely affect the rights of Holders to provide that the Notes are exchangeable for Split-Off Exchangeable Baskets) in accordance with Section 14.04(e); (k) in connection with any Share Election Merger, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Share Election Merger Exchangeable Baskets) in accordance with Section 14.04(f); or (l) to conform the provisions of this Indenture or the Notes to the “Description of transfer Notes” section of the Offering Memorandum. Upon the written request of the Company, the Trustee is hereby authorized to join with the Company and the Reference Entity in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained. 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 immunities under this Indenture or otherwise. Any amendment, supplement or waiver authorized by the provisions of this Section 10.01 may be executed by the Company, the Reference Entity and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 10.02.

Supplemental Indentures Without Consent of Holders. Without The Company and Avadel, when authorized by the consent resolutions of any Holder, the Company, the Reference Entity each of their respective Boards of Directors and the Trustee, at the Company’s expense, may from time to time and at any time enter into any amendment, supplement an indenture or waiver indentures supplemental hereto for one or more of the following purposes: (a) to cure any ambiguity, omission, defect or inconsistency; (b) to provide for the assumption by a Successor Company or other successor corporation of the obligations of the Company or Avadel under the Reference Entity under Notes, this Indenture and or the Notes Guarantee pursuant to Article 11 or Section 14.04, including pursuant to a Spin-Off, Split-Off, Share Election Merger or Permitted HoldCo Transaction11; (c) to add additional guarantees with respect to the Notes; (d) to secure the Notes; (e) to add to the covenants or Events of Default of the Company or Avadel for the benefit of the Holders or surrender any right or power conferred upon the CompanyCompany or Avadel; (f) to make any change that does not materially adversely affect the rights of any HolderHolder under this Indenture or the Notes; (g) in connection with any Merger Event, to provide that the Notes are convertible into or exchangeable for Reference Property, subject to the provisions of Section 14.02, and make such related changes to the terms of this Indenture and the Notes to the extent expressly required by Section 14.07; (h) in connection with any transaction described under Section 11.05, to make changes to the terms irrevocably elect or eliminate one of the Notes solely to reflect any Successor Holding Company Reference Entity’s status as the Reference EntitySettlement Methods and/or irrevocably elect a Specified Dollar Amount; (i) to provide for the issuance of additional Notes in connection compliance with any Reverse Spin-Off, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Spin-Off Exchangeable Baskets) in accordance with Section 14.04(c)hereof; (j) in connection with any Reverse Split-Off, to make changes to the terms of the Notes (including, without limitation, to provide that for the Notes are exchangeable for Split-Off Exchangeable Baskets) in accordance with Section 14.04(e)appointment of a successor Trustee, Note Registrar, Paying Agent or Exchange Agent; (k) in connection to comply with the rules of any Share Election Merger, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Share Election Merger Exchangeable Baskets) in accordance with Section 14.04(f)applicable securities depositary; or (l) to conform increase the provisions of Exchange Rate as provided in this Indenture or the Notes to the “Description of Notes” section of the Offering MemorandumIndenture. Upon the written request of the Company, the Trustee is hereby authorized to join with the Company and the Reference Entity Avadel in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained. The , 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 immunities under this Indenture or otherwise. Any amendment, supplement or waiver supplemental indenture authorized by the provisions of this Section 10.01 may be executed by the Company, the Reference Entity Avadel and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 10.02.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holder, the The Company, when authorized by the Reference Entity resolutions of the Board of Directors and the Trustee, at the Company’s expense, may from time to time and at any time enter into any amendment, supplement an indenture or waiver indentures supplemental hereto for one or more of the following purposes: (a) to cure any ambiguity, omission, defect or inconsistencyinconsistency in this Indenture or the Notes in a manner that does not, individually or in the aggregate, adversely affect the rights of any Holder; (b) to provide for the assumption by a Successor Company or other successor corporation of the obligations of the Company or the Reference Entity under this Indenture and the Notes pursuant to Article 11 or Section 14.04, including pursuant to a Spin-Off, Split-Off, Share Election Merger or Permitted HoldCo Transaction11; (c) to add guarantees with respect to the Notes; (d) to secure the Notes; (e) to add to the covenants or Events of Default of the Company for the benefit of the Holders or surrender any right or power conferred upon the Company; (f) to make any other change that does not materially adversely affect the rights of any Holder; (g) to increase the Conversion Rate as provided in this Indenture; (h) to provide for the acceptance of appointment by a successor trustee pursuant to Section 7.09 or to facilitate the administration of the trusts by more than one trustee; (i) to irrevocably elect a Settlement Method and/or irrevocably elect a minimum Specified Dollar Amount; (j) in connection with any Merger Event, to provide that the Notes are convertible into or exchangeable for Reference Property, subject to the provisions of Section 14.02, and make such related changes to the terms of the Notes to the extent expressly required by Section 14.07; (hk) in connection to comply with any transaction described under Section 11.05, to make changes to the terms applicable procedures of the Notes solely to reflect any Successor Holding Company Reference Entity’s status as the Reference Entity; (i) in connection with any Reverse Spin-Off, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Spin-Off Exchangeable Baskets) in accordance with Section 14.04(c); (j) in connection with any Reverse Split-Off, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Split-Off Exchangeable Baskets) in accordance with Section 14.04(e); (k) in connection with any Share Election Merger, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Share Election Merger Exchangeable Baskets) in accordance with Section 14.04(f)Depositary; or (l) to conform the provisions of this Indenture or the Notes to the “Description of Notes” section of the Offering Memorandum. Upon the written request of the Company, the Trustee is hereby authorized to to, and shall join with the Company and the Reference Entity in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained. The , except that 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 immunities under this Indenture or otherwise. Any amendment, supplement or waiver supplemental indenture authorized by the provisions of this Section 10.01 may be executed by the Company, the Reference Entity Company and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 10.02.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holder, the The Company, when authorized by the Reference Entity resolutions of the Board of Directors and the Trustee, at the Company’s expense, may from time to time and at any time enter into any amendment, supplement an indenture or waiver indentures supplemental hereto for one or more of the following purposes: (a) to cure any ambiguity, omission, defect or inconsistency, as evidenced by an Officers’ Certificate; (b) to provide for the assumption by a Successor Company or other successor corporation of the obligations of the Company or the Reference Entity under this Indenture and the Notes pursuant to Article 11 or Section 14.04, including pursuant to a Spin-Off, Split-Off, Share Election Merger or Permitted HoldCo Transaction11; (c) to add guarantees with respect to the Notes; (d) to secure the Notes; (e) to add to the covenants or Events of Default of the Company for the benefit of the Holders or surrender any right or power conferred upon the Company; (f) to make any change that does not materially adversely affect the rights of any HolderHolder in any material respect; (g) in connection with any Merger Event, to provide that the Notes notes are convertible into or exchangeable for Reference Property, subject to the provisions of Section 14.02, and make such related changes to the terms of the Notes to the extent expressly required by Section 14.07; (h) in connection with any transaction described under Section 11.05, to make changes to the terms of the Notes solely to reflect any Successor Holding Company Reference Entity’s status as the Reference Entity; (i) in connection with any Reverse Spin-Off, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Spin-Off Exchangeable Baskets) in accordance with Section 14.04(c); (j) in connection with any Reverse Split-Off, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Split-Off Exchangeable Baskets) in accordance with Section 14.04(e); (k) in connection with any Share Election Merger, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Share Election Merger Exchangeable Baskets) in accordance with Section 14.04(f); or (lh) to conform the provisions of this Indenture or the Notes to the “Description of Notes” section of the Offering MemorandumCircular, as evidenced by an Officers’ Certificate. Upon the written request of the Company, the Trustee is hereby authorized to join with the Company and the Reference Entity in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained. The , 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 immunities under this Indenture or otherwise. Any amendment, supplement or waiver supplemental indenture authorized by the provisions of this Section 10.01 may be executed by the Company, the Reference Entity Company and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 10.02.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holder, the The Company, the Reference Entity when authorized by a Board Resolution and the Trustee, at the Company’s expense, may from time to time and at any time enter into any amendment, supplement an indenture or waiver indentures supplemental hereto for one or more of the following purposes: : (a) to cure any ambiguity, omission, defect or inconsistency; ; (b) to provide for the assumption by a Successor Company or other successor corporation of the obligations of the Company or the Reference Entity under this Indenture and the Notes pursuant to Article 11 or Section 14.04, including pursuant to a Spin-Off, Split-Off, Share Election Merger or Permitted HoldCo Transaction; 12; (c) to add guarantees with respect to the Notes; ; (d) to secure the Notes; ; (e) to add to the covenants or Events of Default of the Company for the benefit of the Holders or surrender any right or power conferred upon the Company; ; (f) to make any change that does not materially adversely affect the rights of any Holder; ; provided that, for the avoidance of doubt, any supplemental indenture made solely pursuant to Section 11.01(h) below will be deemed to not adversely affect the rights of any Holder; (g) in connection with any Merger Event, to provide that the Notes notes are convertible into or exchangeable for Reference Property, subject to the provisions of Section 14.02, and make such related changes to the terms of the Notes to the extent expressly required by Section 14.07; ; or (h) in connection with any transaction described under Section 11.05, to make changes to the terms of the Notes solely to reflect any Successor Holding Company Reference Entity’s status as the Reference Entity; (i) in connection with any Reverse Spin-Off, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Spin-Off Exchangeable Baskets) in accordance with Section 14.04(c); (j) in connection with any Reverse Split-Off, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Split-Off Exchangeable Baskets) in accordance with Section 14.04(e); (k) in connection with any Share Election Merger, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Share Election Merger Exchangeable Baskets) in accordance with Section 14.04(f); or (l) to conform the provisions of this Indenture or the Notes 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 and the Reference Entity in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained. The , 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 immunities under this Indenture or otherwise. Any amendment, supplement or waiver supplemental indenture authorized by the provisions of this Section 10.01 11.01 may be executed by the Company, the Reference Entity Company and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 10.02.11.02. 54 #91808965v6 10058821.1

Supplemental Indentures Without Consent of Holders. Without In lieu of Section 9.1 of the consent of any HolderOriginal Indenture, the Company, the Reference Entity Guarantors and the TrusteeTrustee may amend or supplement the Indenture, at the Company’s expense, may from time Notes or the Note Guarantees without notice to time and at or the consent of any time enter into any amendment, supplement or waiver for one or more Holder of the following purposesNotes: (a) to cure any ambiguity, omission, defect or inconsistency; (b) to provide for the assumption by a Successor Company uncertificated Notes in addition to or other successor corporation in place of the obligations of the Company or the Reference Entity under this Indenture and the Notes pursuant to Article 11 or Section 14.04, including pursuant to a Spin-Off, Split-Off, Share Election Merger or Permitted HoldCo TransactionPhysical Notes; (c) to add guarantees with respect provide for the assumption of the Company’s obligations to Holders of Notes in the Notescase of a merger or consolidation or sale of all or substantially all of the Company’s assets; (d) to secure make any change that would provide any additional rights or benefits to the Notesholders of Notes or that does not adversely affect the legal rights under the Indenture of any Holder; (e) to comply with requirements of the SEC in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act of 1939, as amended (the “TIA”); (f) to conform this Supplemental Indenture, the Notes or the Note Guarantees and the form or terms of the Notes to the “Description of notes” section as set forth in the Offering Memorandum as determined in good faith by the Company; (g) to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture as of the Issue Date; (h) to release a Guarantor from its Note Guarantee pursuant to the terms of the Indenture when permitted or required pursuant to the terms of the Indenture; (i) to secure the Notes and the related Note Guarantees or add covenants or Events of Default for the benefit of the Holders or to surrender any right or power conferred upon the Company; (f) to make Company or any change that does not materially adversely affect the rights of any Holder; (g) in connection with any Merger Event, to provide that the Notes are convertible into or exchangeable for Reference Property, subject to the provisions of Section 14.02, and make changes to the terms of the Notes to the extent expressly required by Section 14.07; (h) in connection with any transaction described under Section 11.05, to make changes to the terms of the Notes solely to reflect any Successor Holding Company Reference Entity’s status as the Reference Entity; (i) in connection with any Reverse Spin-Off, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Spin-Off Exchangeable Baskets) in accordance with Section 14.04(c)Guarantor; (j) in connection with any Reverse Split-Off, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Split-Off Exchangeable Baskets) in accordance with Section 14.04(e)add additional Note Guarantees; (k) in connection with any Share Election Merger, to make changes evidence and provide for the acceptance and appointment under the Indenture of a successor Trustee pursuant to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Share Election Merger Exchangeable Baskets) in accordance with Section 14.04(f)requirements hereof; or (l) to conform make any amendment to the provisions of this the Indenture or the Notes relating to the “Description of Notes” section transfer or legending of the Offering Memorandum. Upon the written request Notes; provided, however, that (i) compliance with this Supplemental Indenture as so amended would not result in notes being transferred in violation of the CompanySecurities Act, or any applicable securities law and (ii) such amendment does not materially and adversely affect the Trustee is hereby authorized rights of Holders to join with the Company and the Reference Entity in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein containedtransfer Notes. 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 immunities under this Indenture or otherwise. Any amendment, supplement or waiver authorized by the provisions of this Section 10.01 may be executed by the Company, the Reference Entity and the Trustee without the consent of the Holders is not necessary to approve the particular form of any proposed amendment. It is sufficient if such consent approves the substance of the Notes at the time outstanding, notwithstanding any of the provisions of Section 10.02proposed amendment.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holder, the Company, the Reference Entity The Company and the Trustee, at the Company’s expense, may from time to time and at any time enter into any amendment, supplement an indenture or waiver indentures supplemental hereto for one or more of the following purposes: (a) to cure any ambiguity, omission, defect or inconsistency; (b) to provide for the assumption by a Successor Company or other successor corporation Entity of the obligations of the Company or the Reference Entity under this Indenture and the Notes pursuant to Article 11 or Section 14.04, including pursuant to a Spin-Off, Split-Off, Share Election Merger or Permitted HoldCo Transaction‎Article 11; (c) to add guarantees with respect to the Notes; (d) to secure the Notes; (e) to add to the covenants or Events of Default of the Company for the benefit of the Holders or surrender any right or power conferred upon the Company; (f) to make any change that does not materially adversely affect the rights of any HolderHolder as determined by the Company in good faith; (g) in connection with any Merger Share Exchange Event, to provide that the Notes are convertible into or exchangeable for Reference Property, subject to the provisions of Section ‎Section 14.02, and make such related changes to the terms of the Notes to the extent expressly required by Section ‎Section 14.07; (h) in connection with any transaction described under Section 11.05, to make changes to the terms of the Notes solely to reflect any Successor Holding Company Reference Entity’s status as the Reference Entity; (i) in connection with any Reverse Spin-Off, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Spin-Off Exchangeable Baskets) in accordance with Section 14.04(c); (j) in connection with any Reverse Split-Off, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Split-Off Exchangeable Baskets) in accordance with Section 14.04(e); (k) in connection with any Share Election Merger, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Share Election Merger Exchangeable Baskets) in accordance with Section 14.04(f); or (l) to conform the provisions of this Indenture or the Notes to the “Description of Notesnotes” section of the Offering MemorandumMemorandum as evidenced in an Officer’s Certificate; (i) to comply with the rules of any applicable Depositary, including The Depository Trust Company, so long as such amendment does not adversely affect the rights of any Holder in any material respect; (j) to appoint a successor trustee with respect to the Notes; (k) to increase the Conversion Rate as provided in this Indenture; or (l) to provide for the acceptance of appointment 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. Upon the written request of the Company, the Trustee is hereby authorized to join with the Company and the Reference Entity in the execution of any such supplemental indenture, indenture and to make any further appropriate agreements and stipulations that may be therein contained. The , 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 immunities under this Indenture or otherwise. Any amendment, supplement or waiver supplemental indenture authorized by the provisions of this Section ‎Section 10.01 may be executed by the Company, the Reference Entity Company and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section ‎Section 10.02.

Supplemental Indentures Without Consent of Holders. Without the consent of any HolderHolders, the Company, the Reference Entity when authorized by a Board Resolution, and the Trustee, at the Company’s expense, may any time and from time to time and at any time time, may enter into any amendment, supplement or waiver for one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: (ai) to cure any ambiguity, omissionambiguity or correct any omission , defect or inconsistencyinconsistency contained herein, so long as such action does not adversely affect the interest of the Holders; provided that any such action made solely to conform the provisions of this Indenture to the description thereof contained in the final offering memorandum dated February 27, 2007, shall be deemed not to adversely affect the interests of the Holders; (bii) to evidence the succession of another Person to the Company and the assumption by any such successor of the covenants of the Company herein and in the Securities; (iii) to provide for uncertificated Securities in addition to or in place of certificated Securities; provided that the assumption by a Successor Company or other successor corporation receives an opinion of nationally recognized tax counsel that such uncertificated Securities are issued in registered form for purposes of Section 163(f) of the obligations Code, or in a manner such that the uncertificated Securities are described in Section 163(f)(2)(B) of the Company or the Reference Entity under this Indenture and the Notes pursuant to Article 11 or Section 14.04, including pursuant to a Spin-Off, Split-Off, Share Election Merger or Permitted HoldCo TransactionCode; (civ) to add guarantees with respect to the NotesSecurities; (dv) to secure convey, transfer, assign, mortgage or pledge to the NotesTrustee as security for the Securities any property or assets; (evi) to add to the covenants or Events of Default the Company for the benefit of the Holders Holders, or to surrender any right or power herein conferred upon the Company; (fvii) to make add or modify any change that other provision herein with respect to matters or questions arising hereunder which the Company and the Trustee may deem necessary or desirable and which does not materially and adversely affect the rights of any Holder; (g) in connection with any Merger Event, to provide that the Notes are convertible into or exchangeable for Reference Property, subject to the provisions of Section 14.02, and make changes to the terms of the Notes to the extent expressly required by Section 14.07; (h) in connection with any transaction described under Section 11.05, to make changes to the terms of the Notes solely to reflect any Successor Holding Company Reference Entity’s status as the Reference Entity; (i) in connection with any Reverse Spin-Off, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Spin-Off Exchangeable Baskets) in accordance with Section 14.04(c); (j) in connection with any Reverse Split-Off, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Split-Off Exchangeable Baskets) in accordance with Section 14.04(e); (k) in connection with any Share Election Merger, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Share Election Merger Exchangeable Baskets) in accordance with Section 14.04(f); or (lviii) to conform modify, eliminate or add to the provisions of this Indenture or to such extent as shall be necessary to effect the Notes to the “Description qualifications of Notes” section of the Offering Memorandum. Upon the written request of the Company, the Trustee is hereby authorized to join with the Company and the Reference Entity in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained. 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 immunities under this Indenture under the Trust Indenture Act, or otherwise. Any amendment, supplement or waiver authorized by the provisions of this Section 10.01 may be executed by the Company, the Reference Entity and the Trustee without the consent of the Holders of under any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 10.02similar federal statute hereafter enacted.

Supplemental Indentures Without Consent of Holders. Without the consent of any HolderHolders, the Company, when authorized by a Board Resolution of the Reference Entity Company, each Guarantor, when authorized by Board Resolutions of such Guarantor, and the Trustee, at the Company’s expense, may any time and from time to time and at any time time, may enter into any amendment, supplement or waiver for one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: (a1) to cure any ambiguity, omission, defect or inconsistency; (b) evidence the succession of another Person to provide for the Company and the assumption by a Successor Company or other any such successor corporation of the obligations covenants of the Company or the Reference Entity under this Indenture herein and the Notes pursuant to Article 11 or Section 14.04, including pursuant to a Spin-Off, Split-Off, Share Election Merger or Permitted HoldCo Transaction; (c) to add guarantees with respect to in the Notes; (d) to secure the Notes; (e2) to add to the covenants or Events of Default the Company for the benefit of the Holders Holders, or to surrender any right or power herein conferred upon the Company; (f3) to secure the Notes pursuant to the requirements of Section 10.12 or otherwise; (4) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein, or to make any change other provisions with respect to matters or questions arising under this Indenture which shall not be inconsistent with the provisions of this Indenture, provided that does such action pursuant to this clause (4) shall not materially adversely affect the legal rights of any Holderthe Holders; (g5) in connection with any Merger Event, to provide that the for uncertificated Notes are convertible into in addition to or exchangeable for Reference Property, subject to the provisions in place of Section 14.02, and make changes to the terms of the Notes to the extent expressly required by Section 14.07certificated Notes; (h6) in connection to comply with any transaction described under Section 11.05, to make changes to the terms 8.1 of the Notes solely to reflect any Successor Holding Company Reference Entity’s status as the Reference Entitythis Indenture; (i7) in connection with any Reverse Spin-Off, to make changes to the terms of the Notes (including, without limitation, to provide that for the Notes are exchangeable for Spin-Off Exchangeable Baskets) in accordance with Section 14.04(c)acceptance of an appointment by a successor trustee; (j) in connection with 8) to provide for any Reverse Split-Off, to make changes to the terms Guarantee of the Notes (including, without limitation, to provide that the Notes are exchangeable for Split-Off Exchangeable Baskets) in accordance with Section 14.04(e)Notes; (k9) in connection with any Share Election Merger, to make changes to the terms of secure the Notes or 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; (including, without limitation, 10) to provide that for or confirm the Notes are exchangeable for Share Election Merger Exchangeable Baskets) in accordance with Section 14.04(f)issuance of additional Notes; or (l11) to conform the provisions of this Indenture or the Notes to the caption entitled “Description of Notes” section of the Offering Memorandum. Upon the written request of the Company, the Trustee is hereby authorized to join with the Company Notes and the Reference Entity Guarantees” in the execution of any such supplemental indenture, offering memorandum relating to make any further appropriate agreements and stipulations that may be therein contained. 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 immunities under this Indenture or otherwise. Any amendment, supplement or waiver authorized by the provisions of this Section 10.01 may be executed by the Company, the Reference Entity and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 10.02Notes.

Supplemental Indentures Without Consent of Holders. Without Notwithstanding Section 10.02, without the consent of any Holder, the Company, the Reference Entity Guarantor and the TrusteeTrustee may amend or supplement this Indenture, at the Company’s expense, may from time to time Notes and at any time enter into any amendment, supplement or waiver for one or more of the following purposesGuarantee to: (a) to cure any ambiguity, omission, defect or inconsistencyinconsistency in this Indenture, the Notes or the Guarantee; (b) to provide for the assumption by a Successor Company or other successor corporation a Successor Guarantor, as the case may be, of the obligations of the Company or the Reference Entity Guarantor, as applicable, under this Indenture and Indenture, the Notes pursuant to or the Guarantee in accordance with Article 11 or Section 14.04, including pursuant to a Spin-Off, Split-Off, Share Election Merger or Permitted HoldCo Transaction11; (c) to add guarantees additional Guarantees with respect to the Notes; (d) to secure the Notes[Reserved]; (e) secure the Notes or the Guarantee; (f) add to add the covenants or Events of Default of the Company or the Guarantor that the Guarantor’s Board of Directors considers to be for the benefit of the Holders or make changes that would provide additional rights to Holders or surrender any right or power conferred upon the CompanyCompany or the Guarantor; (fg) to make any change that does not materially adversely affect the rights of any Holder; (g) in connection with any Merger Event, to provide that as determined by the Notes are convertible into or exchangeable for Reference Property, subject Guarantor’s Board of Directors and evidenced by a Board Resolution of the Guarantor delivered to the provisions of Section 14.02, and make changes to the terms of the Notes to the extent expressly required by Section 14.07Trustee; (h) in connection with any transaction described under Section 11.05Specified Corporate Event, to make changes to the terms of the Notes solely to reflect any Successor Holding Company Reference Entity’s status as the Reference Entity; (i) in connection with any Reverse Spin-Off, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Spin-Off Exchangeable BasketsReference Property, subject to Section 14.02, and make certain related changes to the terms of this Indenture and the Notes to the extent expressly required by this Indenture; (i) evidence and provide for the acceptance of an appointment under this Indenture of a successor Trustee; provided that the successor Trustee is otherwise qualified and eligible to act as such under the terms of this Indenture as set forth in accordance with Section 14.04(c)an Officer’s Certificate; (j) in connection with any Reverse Split-Off, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Split-Off Exchangeable Baskets) in accordance with Section 14.04(e); (k) in connection with any Share Election Merger, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Share Election Merger Exchangeable Baskets) in accordance with Section 14.04(f); or (l) to conform the provisions of this Indenture or the Notes to the “Description of Notes” section of the Offering Memorandum; or (k) provide for the issuance of additional Notes in accordance with Section 2.10(a). Upon the written request of the Company, the The Trustee is hereby authorized to join with the Company and the Reference Entity Guarantor in the execution of any such supplemental indentureamendment, supplement or waiver, to make any further appropriate agreements and stipulations that may be therein contained. The , but the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental indenture amendment, supplement or waiver that adversely affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. Any amendment, supplement or waiver authorized by the provisions of this Section 10.01 may be executed by the Company, the Reference Entity and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 10.02.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holder, the Company, the Reference Entity The Company and the Trustee, at the Company’s expense, may from time to time and at any time enter into any amendment, supplement an indenture or waiver indentures supplemental hereto for one or more of the following purposes: (a) to cure any ambiguity, mistake, omission, defect or inconsistency; (b) to provide for the assumption by a Successor Company or other successor corporation Entity of the obligations of the Company or the Reference Entity under this Indenture and the Notes pursuant to Article 11 or Section 14.04, including pursuant to a Spin-Off, Split-Off, Share Election Merger or Permitted HoldCo Transaction11; (c) to add guarantees with respect to the Notes; (d) to secure the Notes; (e) to add to the covenants or Events of Default of the Company for the benefit of the Holders or surrender any right or power conferred upon the Company; (f) to make any change that does not materially adversely affect the rights of any HolderHolder under this Indenture, as determined by the Company in good faith; (g) in connection with any Merger Event, to provide that the Notes are convertible into or exchangeable for Reference Property, subject to the provisions of Section 14.02, and make such related changes to the terms of the Notes to the extent expressly required by Section 14.07; (h) in connection with any transaction described under Section 11.05, to make changes to the terms of the Notes solely to reflect any Successor Holding Company Reference Entity’s status as the Reference Entity; (i) in connection with any Reverse Spin-Off, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Spin-Off Exchangeable Baskets) in accordance with Section 14.04(c); (j) in connection with any Reverse Split-Off, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Split-Off Exchangeable Baskets) in accordance with Section 14.04(e); (k) in connection with any Share Election Merger, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Share Election Merger Exchangeable Baskets) in accordance with Section 14.04(f); or (l) to conform the provisions of this Indenture or the Notes to the “Description of Notes” section of the Offering Memorandum; (i) to comply with the rules of any applicable Depositary, including The Depository Trust Company, so long as such amendment does not adversely affect the rights of any Holder; (j) to increase the Conversion Rate in the manner provided herein; (k) irrevocably elect a Settlement Method or a specified dollar amount, or eliminate the Company’s right to elect a Settlement Method; (l) provide for the issuance of additional Notes in accordance with this Indenture; or (m) to appoint a successor trustee with respect to the Notes. Upon the written request of the Company, the Trustee is hereby authorized to join with the Company and the Reference Entity in the execution of any such supplemental indenture, indenture and to make any further appropriate agreements and stipulations that may be therein contained. The , 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 immunities under this Indenture or otherwise. Any amendment, supplement or waiver supplemental indenture authorized by the provisions of this Section 10.01 may be executed by the Company, the Reference Entity Company and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 10.02.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holder, the The Company, when authorized by the Reference Entity resolutions of the Board of Directors and the Trustee, at the Company’s 's expense, may from time to time and at any time enter into any amendment, supplement an indenture or waiver indentures supplemental hereto for one or more of the following purposes: (a) to cure any ambiguity, omission, defect or inconsistency; (b) to provide for the assumption by a Successor Company or other successor corporation of the obligations of the Company or the Reference Entity under this Indenture and the Notes pursuant to Article 11 or Section 14.04, including pursuant to a Spin-Off, Split-Off, Share Election Merger or Permitted HoldCo Transaction11; (c) to add guarantees with respect to the Notes; (d) to secure the Notes; (e) to add to the covenants or Events of Default of the Company for the benefit of the Holders or surrender any right or power conferred upon the Company; (f) to make any change that does not materially adversely affect the rights of any Holder; (g) in connection with any Merger Event, to provide that the Notes notes are convertible into or exchangeable for Reference Property, subject to the provisions of Section 14.02, and make such related changes to the terms of the Notes to the extent expressly required by Section 14.07; (h) in connection with any transaction described under Section 11.05, to make changes to the terms of the Notes solely to reflect any Successor Holding Company Reference Entity’s status as the Reference Entity; (i) in connection with any Reverse Spin-Off, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Spin-Off Exchangeable Baskets) in accordance with Section 14.04(c); (j) in connection with any Reverse Split-Off, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Split-Off Exchangeable Baskets) in accordance with Section 14.04(e); (k) in connection with any Share Election Merger, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Share Election Merger Exchangeable Baskets) in accordance with Section 14.04(f); or (l) to conform the provisions of this Indenture or the Notes to the “Description of Notes” section Original Indenture; provided that such provision to be conformed pursuant to this Section 10.01(h) has not been explicitly changed in this Indenture; or (i) to provide for Additional Notes that are restricted securities for purposes of the Offering MemorandumSecurities Act. Upon the written request of the Company, the Trustee is hereby authorized to join with the Company and the Reference Entity in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained. The , but the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental indenture that affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise. Any amendment, supplement or waiver supplemental indenture authorized by the provisions of this Section 10.01 may be executed by the Company, the Reference Entity Company and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 10.02.

Supplemental Indentures Without Consent of Holders. Without the notice to or consent of any Holder, the Company, when authorized by the Reference Entity resolutions of the Board of Directors, the Guarantors and the Trustee, at the Company’s expense, may from time to time and at any time enter into any amendment, supplement an indenture or waiver indentures supplemental hereto for one or more of the following purposes: (a) to cure any ambiguity, omission, defect or inconsistency; (b) to provide for the assumption by a Successor Company or other successor corporation of the obligations of the Company or the Reference Entity under this Indenture and the Notes pursuant to Article 11 or Section 14.04, including pursuant to a Spin-Off, Split-Off, Share Election Merger or Permitted HoldCo Transaction11; (c) to add guarantees with respect to the NotesNotes (including, for the avoidance of doubt, any Guarantee by a Successor Guarantor pursuant to Article 11 or any Guarantee by an additional Guarantor as required by Section 4.10); (d) to secure the Notes; (e) to add to the covenants or Events of Default for the benefit of the Holders or surrender any right or power conferred upon the Company; (f) to make any change that does not materially adversely affect the rights of any Holder; (g) in connection with any Merger Event, to provide that the Notes notes are convertible into or exchangeable for Reference Property, subject to the provisions of Section 14.02, and make such related changes to the terms of the Notes to the extent expressly required by Section 14.07; (h) in connection with any transaction described under Section 11.05, to make changes to the terms of the Notes solely to reflect any Successor Holding Company Reference Entity’s status as the Reference Entity; (i) in connection with any Reverse Spin-Off, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Spin-Off Exchangeable Baskets) in accordance with Section 14.04(c); (j) in connection with any Reverse Split-Off, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Split-Off Exchangeable Baskets) in accordance with Section 14.04(e); (k) in connection with any Share Election Merger, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Share Election Merger Exchangeable Baskets) in accordance with Section 14.04(f); or (l) to conform the provisions of this Indenture or the Notes to the “Description of Notes” section of the Offering Memorandum; (i) to increase the Conversion Rate pursuant to Section 14.04(h); or (j) to irrevocably elect a Settlement Method or a Specified Dollar Amount, or to eliminate the Company’s right to elect a Settlement Method. Upon the written request of the Company, the Trustee and each Guarantor is hereby authorized to join with the Company and the Reference Entity in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained. The , 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 immunities under this Indenture or otherwise. Any amendment, supplement or waiver supplemental indenture authorized by the provisions of this Section 10.01 may be executed by the Company, the Reference Entity Guarantors and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 10.02.

Supplemental Indentures Without Consent of Holders. Without the consent of any HolderHolders of Notes, the Company, the Reference Entity when authorized by or pursuant to a Board Resolution, and the Trustee, at the Company’s expense, may any time and from time to time and at any time time, may enter into any amendment, supplement or waiver for one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: (a) to cure evidence the succession of another Person to the Company and the assumption by any ambiguity, omission, defect or inconsistencysuch successor of the covenants of the Company contained herein and the Notes issued hereunder; (b) to provide for add to the assumption by a Successor Company or other successor corporation of the obligations covenants of the Company for the equal and ratable benefit of the Holders or to surrender any right, power or option herein conferred upon the Reference Entity under this Indenture and the Notes pursuant to Article 11 or Section 14.04, including pursuant to a Spin-Off, Split-Off, Share Election Merger or Permitted HoldCo TransactionCompany; (c) to add guarantees with respect to the Notes; (d) to secure the Notes; (e) to add covenants or any Events of Default for the benefit of the Holders proposed by the Company in a Company Request and, in respect of any such additional Event of Default, such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or surrender longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such Event of Default, or may limit the remedies available to the Trustee upon such Event of Default or limit the right of the Holders of a majority in aggregate principal amount of those Notes to which such additional Events of Default apply to waive such default, all as set forth in the Company Request; (d) to evidence and provide for the acceptance of appointment hereunder by a successor Xxxxxxx and to add to or change any right of the provisions of this Indenture as shall be necessary to provide for or power conferred upon facilitate the Companyadministration of the trusts hereunder by more than one Trustee; (e) to cure any ambiguity or to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein; provided such provisions shall not adversely affect the interests of the Holders of Notes in any material respect; (f) to make any change that does not materially adversely affect the rights of any HolderHolder of Notes or to surrender any right, power or option conferred on the Company hereunder; (g) to make any change to comply with any requirement of the Commission in connection with any Merger Event, to provide that the Notes are convertible into or exchangeable for Reference Property, subject to the provisions of Section 14.02, and make changes to the terms qualification of the Notes to the extent expressly required by Section 14.07;Indenture under TIA; or (h) to provide for the issuance of uncertificated Notes in connection with any transaction described under addition to or in place of certificated Notes; provided, however that the uncertificated Notes are issued in registered form for purposes of Section 11.05, to make changes to the terms 163(f) of the Notes solely to reflect any Successor Holding Company Reference Entity’s status as the Reference Entity; (i) in connection with any Reverse Spin-Off, to make changes to the terms Internal Revenue Code of the Notes (including, without limitation, to provide that the Notes are exchangeable for Spin-Off Exchangeable Baskets) in accordance with Section 14.04(c); (j) in connection with any Reverse Split-Off, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Split-Off Exchangeable Baskets) in accordance with Section 14.04(e); (k) in connection with any Share Election Merger, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Share Election Merger Exchangeable Baskets) in accordance with Section 14.04(f); or (l) to conform the provisions of this Indenture or the Notes to the “Description of Notes” section of the Offering Memorandum1986. Upon the written request of the Company, the Trustee is hereby authorized to join with the The Company and the Reference Entity in the execution of any Trustee may not enter into a supplemental indenture pursuant to this Section 8.01 if such supplemental indenture, indenture modifies in any respect any Event of Default relating to make any further appropriate agreements and stipulations that may be therein contained. The Trustee shall not be obligated to, but may covenant in its discretion, enter into any this Indenture in effect immediately prior to the time such supplemental indenture that affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. Any amendment, supplement or waiver authorized by the provisions of this Section 10.01 may be executed by the Company, the Reference Entity and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 10.02becomes effective.

Supplemental Indentures Without Consent of Holders. Without Notwithstanding Section 10.02, without the consent of any Holder, the Company, the Reference Entity Guarantors and the TrusteeTrustee may amend or supplement this Indenture, at the Company’s expense, may from time to time Notes and at any time enter into any amendment, supplement or waiver for one or more of the following purposesGuarantees to: (a) to cure any ambiguity, omission, defect or inconsistencyinconsistency in this Indenture, the Notes or the Guarantees; (b) to provide for the assumption by a Successor Company or other successor corporation of the obligations of the Company or the Reference Entity under this Indenture and or the Notes pursuant to in accordance with Article 11 or Section 14.04, including pursuant to a Spin-Off, Split-Off, Share Election Merger or Permitted HoldCo Transaction11; (c) to add guarantees additional Guarantees with respect to the Notes; (d) to secure the Notes[Reserved]; (e) secure the Notes or the Guarantees; (f) add to add the covenants or Events of Default of the Company that the Company’s Board of Directors considers to be for the benefit of the Holders or make changes that would provide additional rights to Holders or surrender any right or power conferred upon the Company; (fg) to make any change that does not materially adversely affect the rights of any Holder; (g) in connection with any Merger Event, to provide that as determined by the Notes are convertible into or exchangeable for Reference Property, subject Company’s Board of Directors and evidenced by a Board Resolution of the Company delivered to the provisions of Section 14.02, and make changes to the terms of the Notes to the extent expressly required by Section 14.07Trustee; (h) in connection with any transaction described under Specified Corporate Event, provide that the Notes are convertible into Reference Property, subject to Section 11.0514.02, to and make certain related changes to the terms of this Indenture and the Notes solely to reflect any Successor Holding Company Reference Entity’s status as the Reference Entityextent expressly required by this Indenture; (i) in connection with any Reverse Spin-Off, evidence and provide for the acceptance of an appointment under this Indenture of a successor Trustee; provided that the successor Trustee is otherwise qualified and eligible to make changes to act as such under the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Spin-Off Exchangeable Baskets) this Indenture as set forth in accordance with Section 14.04(c)an Officer’s Certificate; (j) in connection with any Reverse Split-Off, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Split-Off Exchangeable Baskets) in accordance with Section 14.04(e); (k) in connection with any Share Election Merger, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Share Election Merger Exchangeable Baskets) in accordance with Section 14.04(f); or (l) to conform the provisions of this Indenture or the Notes to the “Description of Notes” section of the Offering Memorandum. Upon ; (k) provide for the written request issuance of additional Notes in accordance with Section 2.10(a); or (l) irrevocably elect any Settlement Method (including Combination Settlement with a Specified Dollar Amount per $1,000 principal amount of Notes of $1,000 or with an ability to continue to set the Specified Dollar Amount per $1,000 principal amount of Notes at or above any specific amount set forth in such election notice) or Specified Dollar Amount, or eliminate the Company’s right to elect a Settlement Method, or change the Settlement Method deemed elected by the Company if the Company does not timely elect a Settlement Method applicable to a conversion. The Trustee is hereby authorized to join with the Company and the Reference Entity Guarantors in the execution of any such supplemental indentureamendment, supplement or waiver, to make any further appropriate agreements and stipulations that may be therein contained. The , but the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental indenture amendment, supplement or waiver that adversely affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. Any amendment, supplement or waiver authorized by the provisions of this Section 10.01 may be executed by the Company, the Reference Entity and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 10.02.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holder, the Company, the Reference Entity The Company and the Trustee, at the Company’s expense, may from time to time and at any time enter into any amendment, supplement an indenture or waiver indentures supplemental hereto for one or more of the following purposes: (a) to cure any ambiguity, omission, defect or inconsistency; (b) to provide for the assumption by a Successor Company or other successor corporation of the obligations of the Company or the Reference Entity under this Indenture and the Notes pursuant to Article 11 or Section 14.04, including pursuant to a Spin-Off, Split-Off, Share Election Merger or Permitted HoldCo Transaction11; (c) to add guarantees with respect to the Notes; (d) to secure the Notes; (e) to add to the covenants or Events of Default of the Company for the benefit of the Holders or surrender any right or power conferred upon the Company; (f) to make any other change that does not materially adversely affect the rights of any Holder; (g) in connection with any Merger Event, to provide that the Notes are convertible into or exchangeable for Reference Property, subject to the provisions of Section 14.02, and make such related changes to the terms of the Notes to the extent expressly required by Section 14.07; (h) in connection to appoint a successor Trustee with any transaction described under Section 11.05, to make changes respect to the terms of the Notes solely to reflect any Successor Holding Company Reference Entity’s status as the Reference Entity; (i) in connection with any Reverse Spin-Off, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Spin-Off Exchangeable Baskets) in accordance with Section 14.04(c); (j) in connection with any Reverse Split-Off, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Split-Off Exchangeable Baskets) in accordance with Section 14.04(e); (k) in connection with any Share Election Merger, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Share Election Merger Exchangeable Baskets) in accordance with Section 14.04(f)Notes; or (li) to conform the provisions of this Indenture or the Notes to the “Description of Notes” section of the Offering Memorandum. Upon the written request of the Company, the Trustee is hereby authorized to join with the Company and the Reference Entity in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained. The , 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 immunities under this Indenture or otherwise. Any amendment, supplement or waiver supplemental indenture authorized by the provisions of this Section 10.01 may be executed by the Company, the Reference Entity Company and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 10.02.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holder, the The Company, when authorized by the Reference Entity resolutions of the Board of Directors, and the Trustee, at the Company’s expense, may from time to time and at any time enter into any amendment, supplement an indenture or waiver indentures supplemental hereto for one or more of the following purposes: (a) to cure any ambiguity, omission, defect or inconsistency; (b) to provide for the assumption by a Successor Company or other successor corporation of the obligations of the Company or the Reference Entity under this Indenture and the Notes pursuant to Article 11 or Section 14.04, including pursuant to a Spin-Off, Split-Off, Share Election Merger or Permitted HoldCo Transaction11; (c) to add guarantees with respect to the Notes; (d) to secure the Notes; (e) to add to the covenants or Events of Default Defaults of the Company for the benefit of the Holders or surrender any right or power conferred upon the Company; (f) to make any change that does not materially adversely affect the rights of any Holder; (g) to increase the Conversion Rate as provided in connection with any Merger Event, to provide that the Notes are convertible into or exchangeable for Reference Property, subject to the provisions of Section 14.02, and make changes to the terms of the Notes to the extent expressly required by Section 14.07this Indenture; (h) in connection with any transaction described under to provide for the acceptance of appointment by a successor trustee pursuant to Section 11.05, 7.10 or to make changes to facilitate the terms administration of the Notes solely to reflect any Successor Holding Company Reference Entity’s status as the Reference Entitytrusts by more than one trustee; (i) in connection with any Reverse Spin-Off, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Spin-Off Exchangeable Baskets) in accordance with Section 14.04(c)irrevocably elect or eliminate a Settlement Method and/or irrevocably elect a minimum Specified Dollar Amount; (j) in connection with any Reverse Split-Off, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Split-Off Exchangeable Baskets) in accordance with Section 14.04(e); (k) in connection with any Share Election Merger, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Share Election Merger Exchangeable Baskets) in accordance with Section 14.04(f); or (l) to conform the provisions of this Indenture or the Notes to the “Description of Notes” section of the Offering MemorandumMemorandum as set forth in an Officer’s Certificate; or (k) in connection with any Specified Transaction, to provide that the Notes are convertible into Reference Property, subject to the provisions described in Section 14.02, and make certain related changes to the terms of the Notes to the extent expressly required under this Indenture. Upon the written request of the CompanyCompany and subject to Section 10.05, the Trustee is hereby authorized to to, and shall join with the Company and the Reference Entity in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained. The , except that 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 immunities under this Indenture or otherwise. Any amendment, supplement or waiver supplemental indenture authorized by the provisions of this Section 10.01 may be executed by the Company, the Reference Entity Company and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 10.02.

Supplemental Indentures Without Consent of Holders. Without The Company and the consent Guarantor, when authorized by the resolutions of any Holder, the Company, the Reference Entity applicable Board of Directors and the Trustee, at the Company’s expense, may from time to time and at any time enter into any amendmentan indenture or indentures supplemental hereto, and in connection therewith the Guarantor may amend or supplement or waiver the Deed Poll, for one or more of the following purposes: (a) to cure any ambiguity, omission, defect or inconsistency; (b) to provide for uncertified Notes in addition to or in place of Physical Notes or to alter the assumption by a Successor Company or other successor corporation provisions of the obligations Section 2.02 of the Company or the Reference Entity under this Indenture and (including the Notes pursuant to Article 11 or Section 14.04, including pursuant to related definitions) in a Spin-Off, Split-Off, Share Election Merger or Permitted HoldCo Transactionmanner that does not adversely affect any Holder in any material respect; (c) to add guarantees with respect provide for the assumption of the Company’s or Guarantor’s obligations to the NotesHolders under this Indenture by a Successor Company pursuant to Article 12; (d) to secure the Notes; (e) make any change that would provide any additional rights or benefits to add covenants or Events of Default for the benefit of the Holders or that does not adversely affect the legal rights hereunder of any such Holder in any material respect or to surrender any right or power conferred upon the CompanyCompany or the Guarantor; (e) to evidence and provide the acceptance of the appointment of a successor Trustee pursuant to Sections 8.09 and 8.10 of this Indenture; (f) to make any change that does not materially adversely affect add an additional guarantor to the rights of any HolderNotes; (g) to increase the Exchange Rate; (h) to provide for the issuance of additional Notes; (i) to elect one or more or eliminate any of the Settlement Methods (other than Cash Settlement) or elect a Specified Dollar Amount for all exchanges; (j) in connection with any Merger Share Exchange Event, to provide that the Notes are convertible exchangeable into or exchangeable for Reference Property, subject to the provisions of Section 14.0215.02, and make such related changes to the terms of the Notes to the extent expressly required by Section 14.07; (h) in connection with any transaction described under Section 11.05, to make changes to the terms of the Notes solely to reflect any Successor Holding Company Reference Entity’s status as the Reference Entity; (i) in connection with any Reverse Spin-Off, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Spin-Off Exchangeable Baskets) in accordance with Section 14.04(c); (j) in connection with any Reverse Split-Off, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Split-Off Exchangeable Baskets) in accordance with Section 14.04(e); (k) in connection with any Share Election Merger, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Share Election Merger Exchangeable Baskets) in accordance with Section 14.04(f)15.07; or (lk) to conform the provisions of this Indenture or the Notes to the “Description of Notes” section of the Offering Memorandum. Upon the written request of the Company accompanied by a Board Resolution of the Company, the Trustee is hereby authorized to join with the Company ’s Board of Directors and the Reference Entity in Guarantor’s Board of Directors authorizing the execution of any such supplemental indenture, and upon receipt by the Trustee of the documents described in Section 8.02 of this Indenture, the Trustee shall join with the Company and the Guarantor in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained. The , but the Trustee shall not be obligated to, but may in its discretion, to enter into any such supplemental indenture that affects the Trustee’s its own rights, duties or immunities under this Indenture or otherwise. Any amendment, supplement or waiver supplemental indenture authorized by the provisions of this Section 10.01 11.01 may be executed by the Company, the Reference Entity Guarantor and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 10.0211.02.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holder, the The Company, when authorized by the Reference Entity resolutions of the Board of Directors and the Trustee, at the Company’s expense, may from time to time and at any time enter into any amendment, supplement an indenture or waiver indentures supplemental hereto for one or more of the following purposes: (a) to cure any ambiguity, omission, defect or inconsistency; (b) to provide for the assumption by a Successor Company or other successor corporation of the obligations of the Company or under the Reference Entity under this Indenture and the Notes pursuant to Article 11 or Section 14.04, including pursuant to a Spin-Off, Split-Off, Share Election Merger or Permitted HoldCo Transaction11; (c) to add guarantees with respect to the Notes; (d) to secure the Notes; (e) to add to the covenants or Events of Default of the Company for the benefit of the Holders or surrender any right or power conferred upon the Company; (f) to make any change that does not materially adversely affect the rights of any Holder; (g) [Reserved]; (h) [Reserved]; (i) to increase the Conversion Rate as provided in Article 14; (j) to provide for the issuance of additional Notes in accordance with the limitations set forth in Section 2.09. (k) to provide for the acceptance or appointment of a successor trustee or facilitate the administration of the trusts under the Indenture by more than one trustee pursuant to Article 7 of the Base Indenture; or (l) in connection with any Merger Specified Corporate Event, to provide that the Notes notes are convertible into or exchangeable for Reference Property, subject to the provisions of Section 14.02, and make such related changes to the terms of the Notes to the extent expressly required contemplated by Section 14.07; (h) in connection with any transaction described under Section 11.05, to make changes to the terms of the Notes solely to reflect any Successor Holding Company Reference Entity’s status as the Reference Entity; (i) in connection with any Reverse Spin-Off, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Spin-Off Exchangeable Baskets) in accordance with Section 14.04(c); (j) in connection with any Reverse Split-Off, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Split-Off Exchangeable Baskets) in accordance with Section 14.04(e); (k) in connection with any Share Election Merger, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Share Election Merger Exchangeable Baskets) in accordance with Section 14.04(f); or (l) to conform the provisions of this Indenture or the Notes to the “Description of Notes” section of the Offering Memorandum14.08. Upon the written request of the Company, the Trustee is hereby authorized to join with the Company and the Reference Entity in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained. The , 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 immunities under this the Indenture or otherwise. Any amendment, supplement or waiver supplemental indenture authorized by the provisions of this Section 10.01 10.02 may be executed by the Company, the Reference Entity Company and the Trustee without the consent of the Holders of any of the Notes at the time outstandingOutstanding, notwithstanding any of the provisions of Section 10.0210.03.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holder, the The Company, the Reference Entity when authorized by a Board Resolution, and the Trustee, at the Company’s expense, may from time to time and at any time enter into any amendment, supplement an indenture or waiver indentures supplemental hereto for one or more of the following purposes: (a) to cure any ambiguity, omission, defect conform the provisions of this Indenture or inconsistencythe Notes to the description thereof in the Offering Memorandum; (b) to evidence the succession by a Successor Entity and to provide for the assumption by a Successor Company or other successor corporation Entity of the obligations of the Company Company’s or the Reference Entity REIT’S obligations under this the Indenture and the Notes pursuant to Article 11 or Section 14.04Notes, including pursuant to a Spin-Off, Split-Off, Share Election Merger or Permitted HoldCo Transactionas applicable; (c) to add guarantees with respect to the Notes; (d) to secure the Notes; (e) to add to the Company’s or the REIT’s covenants such further covenants, restrictions or Events of Default conditions for the benefit of the Holders (or any other holders) or to surrender any right or power conferred upon the CompanyCompany or the REIT by the Indenture; (f) (i) to cure any ambiguity, omission, defect or inconsistency in the Indenture or the Notes, including to eliminate any conflict with the terms of the Trust Indenture Act, or (ii) to make any other change that does not materially adversely affect the rights of any HolderHolder in any material respect; (g) in connection with any Merger Event, to provide that the Notes are convertible into or exchangeable for Reference Property, subject to the provisions of Section 14.02, and make changes to the terms of the Notes to the extent expressly required by Section 14.07a successor Trustee; (h) to comply with the Applicable Procedures of the Depositary; or (i) to comply with any requirements of the Commission in connection with any transaction described under Section 11.05, to make changes to the terms of the Notes solely to reflect any Successor Holding Company Reference Entity’s status as the Reference Entity; (i) in connection with any Reverse Spin-Off, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Spin-Off Exchangeable Baskets) in accordance with Section 14.04(c); (j) in connection with any Reverse Split-Off, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Split-Off Exchangeable Baskets) in accordance with Section 14.04(e); (k) in connection with any Share Election Merger, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Share Election Merger Exchangeable Baskets) in accordance with Section 14.04(f); or (l) to conform the provisions qualification of this Indenture or under the Notes to the “Description of Notes” section of the Offering MemorandumTrust Indenture Act. Upon the written request of the Company, the Trustee is hereby authorized to join with the Company and the Reference Entity REIT in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained. The , 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 immunities under this Indenture or otherwise. Any amendment, supplement or waiver supplemental indenture authorized by the provisions of this Section 10.01 may be executed by the Company, the Reference Entity REIT and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 10.02.

Supplemental Indentures Without Consent of Holders. Without The Issuer, when authorized by a Board Resolution (which resolution may provide general terms or parameters for such action and may provide that the consent specific terms of any Holdersuch action may be determined in accordance with or pursuant to an Issuer Order), the Company, the Reference Entity and the Trustee, at the Company’s expense, Trustee may from time to time and at any time enter into any amendment, supplement an indenture or waiver indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act of 1939 as in force at the date of the execution thereof) for one or more of the following purposes, in addition to the purposes set forth in Section 8.1 of the Base Indenture: (a) to cure any ambiguity, omission, defect or inconsistency; (b) to provide for Upon the assumption by occurrence of a Successor Company or other successor corporation of the obligations of the Company or the Reference Entity under this Indenture and the Notes pursuant to Article 11 or Section 14.04, including pursuant to a Spin-Off, Split-Off, Share Election Merger or Permitted HoldCo Transaction; (c) to add guarantees with respect to the Notes; (d) to secure the Notes; (e) to add covenants or Events of Default for the benefit of the Holders or surrender any right or power conferred upon the Company; (f) to make any change that does not materially adversely affect the rights of any Holder; (g) in connection with any Merger Exchange Event, solely (x) to provide that the Exchangeable Notes are convertible or exchangeable, as the case may be, into or exchangeable for Reference Property, subject to Property and (y) effect the provisions of Section 14.02, and make related changes to the terms of the Notes to the extent expressly required by Section 14.07; (h) Exchangeable Notes, in connection with any transaction described under Section 11.05each case, to make changes to the terms of the Notes solely to reflect any Successor Holding Company Reference Entity’s status as the Reference Entity; (i) in connection with any Reverse Spin-Off, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Spin-Off Exchangeable Baskets) in accordance with Section 14.04(c); (j) in connection with any Reverse Split-Off, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Split-Off Exchangeable Baskets) in accordance with Section 14.04(e); (k) in connection with any Share Election Merger, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Share Election Merger Exchangeable Baskets) in accordance with Section 14.04(f)8.07; or (lb) to conform the provisions text of this Indenture the Indenture, the Exchangeable Notes or the Notes Guarantees to the to the “Description of NotesDebt Securities” section of the Offering Memorandum. Upon prospectus dated April 18, 2011, as supplemented and/or amended by the written request “Description of the CompanyExchangeable Notes” and “Limitation on Beneficial Ownership of Class A Common Stock and Exchange of the Units and Separate Exchangeable Notes” sections of the preliminary prospectus supplement dated September 18, 2012, relating to the offering and sale of the Units, and the related pricing term sheet dated September 19, 2012 (except with respect to clauses (g), (h) and (i) of Section 5.01). For purposes of the Exchangeable Notes, the Trustee is hereby authorized to join with the Company and the Reference Entity language in the execution clause (g) of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained. 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 immunities under this Indenture or otherwise. Any amendment, supplement or waiver authorized by the provisions of this Section 10.01 may be executed by the Company, the Reference Entity and the Trustee without the consent 8.1 of the Holders Base Indenture beginning “, and to add to this Indenture…” through the end of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 10.02such clause shall be deemed to have been deleted.

Supplemental Indentures Without Consent of Holders. Without Notwithstanding Section 10.02, without the consent of any Holder, the Company, the Reference Entity Partnership and the Trustee, at Trustee may amend or supplement this Indenture and the Company’s expense, may from time to time and at any time enter into any amendment, supplement or waiver for one or more of the following purposesNotes to: (a) to cure any ambiguity, omission, defect or inconsistencyinconsistency in this Indenture or the Notes; (b) to provide for the assumption by a Successor Company or other successor corporation a Successor Pubco, as the case may be, of the obligations of the Company Partnership or the Reference Entity Pubco, as applicable, under this Indenture and or the Notes pursuant to in accordance with Article 11 or Section 14.04, including pursuant to a Spin-Off, Split-Off, Share Election Merger or Permitted HoldCo Transaction11; (c) to add guarantees with respect to the Notes; (d) to [Reserved]; (e) secure the Notes; (ef) add to add the covenants or Events of Default that the Board of Managers considers to be for the benefit of the Holders or make changes that would provide additional rights to Holders or surrender any right or power conferred upon the CompanyPartnership; (fg) to make any change that does not materially adversely affect the rights of any Holder; (g) Holder in connection with any Merger Eventmaterial respect, to provide that as determined by the Notes are convertible into or exchangeable for Reference Property, subject Board of Managers and evidenced by a Board Resolution delivered to the provisions of Section 14.02, and make changes to the terms of the Notes to the extent expressly required by Section 14.07Trustee; (h) in connection with any transaction described under Section 11.05Specified Corporate Event, to make changes to the terms of the Notes solely to reflect any Successor Holding Company Reference Entity’s status as the Reference Entity; (i) in connection with any Reverse Spin-Off, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Spin-Off Exchangeable BasketsReference Property, subject to Section 14.02, and make certain related changes to the terms of this Indenture and the Notes to the extent expressly required by this Indenture; (i) evidence and provide for the acceptance of an appointment under this Indenture of a successor Trustee; provided that the successor Trustee is otherwise qualified and eligible to act as such under the terms of this Indenture as set forth in accordance with Section 14.04(c)an Officer’s Certificate; (j) in connection with any Reverse Split-Off, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Split-Off Exchangeable Baskets) in accordance with Section 14.04(e); (k) in connection with any Share Election Merger, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Share Election Merger Exchangeable Baskets) in accordance with Section 14.04(f); or (l) to conform the provisions of this Indenture or the Notes to the “Description of Notes” section of in the Offering Memorandum; (k) provide for the issuance of additional Notes in accordance with Section 2.10(a); or (l) to comply with applicable stock exchange rules. Upon the written request of the Company, the The Trustee is hereby authorized to join with the Company and the Reference Entity Partnership in the execution of any such supplemental indentureamendment, supplement or waiver, to make any further appropriate agreements and stipulations that may be therein contained. The , but the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental indenture amendment, supplement or waiver that adversely affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. Any amendment, supplement or waiver authorized by the provisions of this Section 10.01 may be executed by the Company, the Reference Entity and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 10.02.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holder, the The Company, when authorized by the Reference Entity resolutions of the Board of Directors and the Trustee, at the Company’s expense, may from time to time and at any time enter into any amendment, supplement an indenture or waiver indentures supplemental hereto for one or more of the following purposes: (a) to cure any ambiguity, omission, defect or inconsistencyinconsistency in this Indenture or the Notes in a manner that does not, individually or in the aggregate, adversely affect the rights of any Holder; (b) to provide for the assumption by a Successor Company or other successor corporation of the obligations of the Company or the Reference Entity under this Indenture and the Notes pursuant to Article 11 or Section 14.04, including pursuant to a Spin-Off, Split-Off, Share Election Merger or Permitted HoldCo Transaction11; (c) to add guarantees with respect to the Notes; (d) to secure the Notes; (e) to add to the covenants or Events of Default Defaults of the Company for the benefit of the Holders or surrender any right or power conferred upon the Company; (f) to make any change that does not materially adversely affect the rights of any Holder; (g) to increase the Conversion Rate as provided in this Indenture; (h) to provide for the acceptance of appointment by a successor trustee pursuant to Section 7.09 or to facilitate the administration of the trusts by more than one trustee; (i) to irrevocably elect a Settlement Method and/or irrevocably elect a minimum Specified Dollar Amount; (j) in connection with any Merger Event, to provide that the Notes are convertible into or exchangeable for Reference Property, subject to the provisions of Section 14.02, and make such related changes to the terms of the Notes to the extent expressly required by Section 14.07; (h) in connection with any transaction described under Section 11.05, to make changes to the terms of the Notes solely to reflect any Successor Holding Company Reference Entity’s status as the Reference Entity; (i) in connection with any Reverse Spin-Off, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Spin-Off Exchangeable Baskets) in accordance with Section 14.04(c); (j) in connection with any Reverse Split-Off, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Split-Off Exchangeable Baskets) in accordance with Section 14.04(e); (k) in connection with any Share Election Merger, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Share Election Merger Exchangeable Baskets) in accordance with Section 14.04(f); or (lk) to conform the provisions of this Indenture or the Notes to the “Description of Notes” section of the Offering Memorandum. Upon the written request of the Company, the Trustee is hereby authorized to to, and shall join with the Company and the Reference Entity in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained. The , except that 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 immunities under this Indenture or otherwise. Any amendment, supplement or waiver supplemental indenture authorized by the provisions of this Section 10.01 may be executed by the Company, the Reference Entity Company and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 10.02.

Supplemental Indentures Without Consent of Holders. Without The Company and the Trustee may amend or supplement this Indenture or the Securities of any series without the consent of any Holder, the Company, the Reference Entity and the Trustee, at the Company’s expense, may from time to time and at any time enter into any amendment, supplement or waiver for one or more of the following purposes: (a) to cure any ambiguity, omission, defect or inconsistency; provided such amendment or supplement does not adversely affect the rights of any Holder; (b) to provide for the assumption by a Successor Company or other successor corporation of the Company’s obligations to the Holders of the Company or Securities in the Reference Entity under this Indenture and the Notes case of any transaction pursuant to Article 11 or Section 14.04, including pursuant to a Spin-Off, Split-Off, Share Election Merger or Permitted HoldCo Transaction10 hereof; (c) to add guarantees evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the NotesSecurities 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; (d) to secure comply with any requirements of the NotesCommission in order to maintain the qualification of this Indenture under the Trust Indenture Act; (e) to add covenants or Events of Default for the benefit of the Holders or surrender any right or power conferred upon the Company; (f) to make any change that does not materially adversely affect the rights of any HolderHolder of the Securities; (f) to conform the terms of the Securities or this Indenture to the description thereof contained in the prospectus pursuant to which such Securities are offered and sold; (g) in connection with any Merger Event, to provide that the Notes are convertible into or exchangeable for Reference Property, subject certificated Securities in addition to the provisions of Section 14.02, and make changes to the terms of the Notes to the extent expressly required by Section 14.07uncertificated Securities; (h) in connection with to provide for the issuance of and establish the form and terms and conditions of Securities of any transaction described under Section 11.05, to make changes to the terms of the Notes solely to reflect any Successor Holding Company Reference Entity’s status series as the Reference Entity;permitted by this Indenture; or (i) in connection with any Reverse Spin-Off, to make changes to secure the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Spin-Off Exchangeable Baskets) in accordance with Section 14.04(c); (j) in connection with any Reverse Split-Off, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Split-Off Exchangeable Baskets) in accordance with Section 14.04(e); (k) in connection with any Share Election Merger, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Share Election Merger Exchangeable Baskets) in accordance with Section 14.04(f); or (l) to conform the provisions of this Indenture or the Notes to the “Description of Notes” section of the Offering MemorandumSecurities. Upon the written request of the Company, the Trustee is hereby authorized to join with the Company and the Reference Entity in accompanied by a Board Resolution authorizing the execution of any such supplemental indenture, and upon receipt by the Trustee of the documents described in Section 9.04 hereof, the Trustee shall join with the Company in the execution of any supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that which may be therein contained. The , but the Trustee may, in its discretion, but shall not be obligated to, but may in its discretion, to enter into any such supplemental indenture that which affects the Trusteeits own or any Registrar’s own or Paying Agent’s rights, duties or immunities under this Indenture or otherwise. Any amendment, supplement or waiver authorized by the provisions of this Section 10.01 may be executed by the Company, the Reference Entity and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 10.02.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holder, the The Company, when authorized by the Reference Entity resolutions of the Board of Directors and the Trustee, at the Company’s expense, may from time to time and at any time enter into any amendment, supplement an indenture or waiver indentures supplemental hereto for one or more of the following purposes: (a) to cure any ambiguity, omission, defect or inconsistency; (b) to provide for the assumption by a Successor Company or other successor corporation of the obligations of the Company or the Reference Entity under this Indenture and the Notes pursuant to Article 11 or Section 14.04, including pursuant to a Spin-Off, Split-Off, Share Election Merger or Permitted HoldCo Transaction11; (c) to add guarantees with respect to the Notes; (d) to secure the Notes; (e) to add to the covenants or Events of Default of the Company for the benefit of the Holders or surrender any right or power conferred upon the Company; (f) to make any change that does not materially adversely affect the rights of any Holder; (g) to increase the Conversion Rate as provided in this Indenture; (h) to provide for the acceptance of appointment by a successor trustee or facilitate the administration of the trusts under this Indenture by more than one Trustee; (i) to provide for the issuance of additional Notes in accordance this Indenture; (j) in connection with any Merger Share Exchange Event, to provide that the Notes are convertible into or exchangeable for Reference Property, subject to the provisions of Section 14.02, and make such related changes to the terms of the Notes to the extent expressly required by Section 14.07; (h) in connection with any transaction described under Section 11.05, to make changes to the terms of the Notes solely to reflect any Successor Holding Company Reference Entity’s status as the Reference Entity; (i) in connection with any Reverse Spin-Off, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Spin-Off Exchangeable Baskets) in accordance with Section 14.04(c); (j) in connection with any Reverse Split-Off, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Split-Off Exchangeable Baskets) in accordance with Section 14.04(e); (k) in connection with any Share Election Merger, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Share Election Merger Exchangeable Baskets) in accordance with Section 14.04(f); or (lk) to conform the provisions of this Indenture or the Notes to the “Description of Notes” section of the Offering Memorandum. Upon the written request of the Company, the Trustee is hereby authorized to join with the Company and the Reference Entity in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained. The , 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 immunities under this Indenture or otherwise. Any amendment, supplement or waiver supplemental indenture authorized by the provisions of this Section 10.01 may be executed by the Company, the Reference Entity Company and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 10.02.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holder, the Company, the Reference Entity The Company and the Trustee, at the Company’s expense, may from time to time and at any time enter into any amendment, supplement an indenture or waiver indentures supplemental hereto for one or more of the following purposes: (a) to cure any ambiguity, omission, defect or inconsistency; (b) to provide for the assumption by a Successor Company or other successor corporation of the obligations of the Company or under the Reference Entity under this Indenture and the Notes pursuant to Article 11 or Section 14.04, including pursuant to a Spin-Off, Split-Off, Share Election Merger or Permitted HoldCo TransactionVIII of the Base Indenture; (c) to add guarantees with respect to the Notes; (d) to secure the Notes; (e) to add to the covenants or Events of Default of the Company for the benefit of the Holders or surrender any right or power conferred upon the Company; (f) to make any change that does not materially adversely affect the rights of any Holder; (g) in connection with any Merger Share Exchange Event, to provide that the Notes are convertible into or exchangeable for Reference Property, subject to the provisions of Section 14.02, and make such related changes to the terms of the Notes to the extent expressly required by Section 14.07; (h) comply with any requirement of the Commission in connection with any transaction described under Section 11.05, to make changes to the terms qualification of the Notes solely to reflect any Successor Holding Company Reference Entity’s status as Indenture under the Reference Entity; (i) in connection with any Reverse Spin-Off, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Spin-Off Exchangeable Baskets) in accordance with Section 14.04(c); (j) in connection with any Reverse Split-Off, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Split-Off Exchangeable Baskets) in accordance with Section 14.04(e); (k) in connection with any Share Election Merger, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Share Election Merger Exchangeable Baskets) in accordance with Section 14.04(f)Trust Indenture Act; or (li) to conform the provisions of this the Indenture or the Notes to the “Description of Notes” section of the Offering MemorandumProspectus Supplement as evidenced in an Officer’s Certificate. Upon the written request of the Company, the Trustee is hereby authorized to join with the Company and the Reference Entity in the execution of any such supplemental indenture, indenture and to make any further appropriate agreements and stipulations that may be therein contained. The , 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 immunities under this the Indenture or otherwise. Any amendment, supplement or waiver supplemental indenture authorized by the provisions of this Section 10.01 may be executed by the Company, the Reference Entity Company and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 10.02.

Supplemental Indentures Without Consent of Holders. Without The following provisions relating to supplemental indentures shall apply with respect to the consent Notes (notwithstanding Section 14.01 of any Holderthe Base Indenture, which shall be deemed amended and restated, and superseded, by the Company, the Reference Entity following): The Company (when authorized by a Board Resolution) and the Trustee, at the Company’s expense, may any time and from time to time and at any time time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any amendment, supplement or waiver for one or more of or all the following purposes: (a1) to add to the covenants and agreements of the Company to be observed thereafter and during the period, if any, in such supplemental indenture or indentures expressed, and to add Events of Defaults, in each case for the protection or benefit of the Holders, or to surrender any right or power herein conferred upon the Company; (2) to add to or change any of the provisions of this Indenture to change or eliminate any restrictions on the payment of principal of, or premium, if any, on the Notes; provided that any such action shall not adversely affect the interests of the Holders in any material respect, or to permit or facilitate the issue of the Notes in uncertificated form; (3) to change or eliminate any of the provisions of this Indenture; provided that any such change or elimination shall become effective only when there are no Notes then outstanding created prior to the execution of such supplemental indenture that are entitled to the benefit of such provision and as to which such supplemental indenture would apply; (4) to evidence the succession of another corporation to the Company, or successive successions, and the assumption by such successor of the covenants and obligations of the Company contained in the Notes and in this Indenture or any supplemental indenture; (5) to evidence and provide for the acceptance of appointment hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 11.06(c) of the Base Indenture; (6) to secure the Notes; (7) to cure any ambiguity, omission, defect ambiguity or inconsistencyto correct or supplement any provision contained herein or in any indenture supplemental hereto which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture; (b) 8) to provide for comply with the assumption by a Successor Company or other successor corporation requirements of the obligations Trust Indenture Act or the rules and regulations of the Company SEC thereunder in order to effect or maintain the Reference Entity under qualification of this Indenture and under the Notes pursuant to Article 11 Trust Indenture Act, as contemplated by this Indenture or Section 14.04, including pursuant to a Spin-Off, Split-Off, Share Election Merger or Permitted HoldCo Transactionotherwise; (c9) to add guarantees guarantors or co-obligors with respect to the Notes; (d) to secure the Notes; (e) to add covenants or Events of Default for the benefit of the Holders or surrender any right or power conferred upon the Company; (f10) to make any change in the Notes that does not materially adversely affect in any material respect the interests of the Holders; provided that no such change shall be deemed to adversely affect the rights of any Holder; (g) in connection with any Merger Event, Holders if such change is made to provide that the Notes are convertible into or exchangeable for Reference Property, subject to the provisions of Section 14.02, and make changes to conform the terms of the Notes to the extent expressly required by Section 14.07terms described in the Prospectus Supplement; (h11) in connection with any transaction described under Section 11.05, to make changes prohibit the authentication and delivery of additional series of Notes; or (12) to establish the form and terms of the Notes solely to reflect any Successor Holding Company Reference Entity’s status as the Reference Entity; (i) permitted in connection with any Reverse Spin-Off, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Spin-Off Exchangeable Baskets) in accordance with Section 14.04(c); (j) in connection with any Reverse Split-Off, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Split-Off Exchangeable Baskets) in accordance with Section 14.04(e); (k) in connection with any Share Election Merger, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Share Election Merger Exchangeable Baskets) in accordance with Section 14.04(f); or (l) to conform the provisions of this Indenture or to authorize the Notes issuance of additional debt securities previously authorized or to add to the “Description conditions, limitations or restrictions on the authorized amount, terms or purposes of Notes” section issue, authentication or delivery of the Offering Memorandum. Upon the written request of the CompanyNotes, the Trustee is hereby authorized as set forth in this Indenture, or other conditions, limitations or restrictions thereafter to join with the Company and the Reference Entity in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained. 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 immunities under this Indenture or otherwise. Any amendment, supplement or waiver authorized by the provisions of this Section 10.01 may be executed by the Company, the Reference Entity and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 10.02observed.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holder, the Company, the Reference Entity The Company and the Trustee, subject to acceptance by the TSX, at the Company’s expense, may from time to time and at any time enter into any amendment, supplement an indenture or waiver indentures supplemental hereto for one or more of the following purposes: (a) to cure any ambiguity, omission, defect or inconsistency; (b) to provide for the assumption by a Successor Company or other successor corporation of the obligations of the Company or the Reference Entity under this Indenture and the Notes pursuant to Article 11 or Section 14.04, including pursuant to a Spin-Off, Split-Off, Share Election Merger or Permitted HoldCo Transaction11; (c) to add guarantees with respect to the Notes; (d) to secure the Notes; (e) to add to the covenants or Events of Default of the Company for the benefit of the Holders or surrender any right or power conferred upon the Company; (f) to make any change that does not materially adversely affect the rights of any Holder; (g) in connection with any Merger Event, to provide that the Notes notes are convertible into or exchangeable for Reference Property, subject to the provisions of Section 14.02, and make such related changes to the terms of the Notes to the extent expressly required by Section 14.07; (h) in connection with any transaction described under Section 11.05, to make changes to the terms of the Notes solely to reflect any Successor Holding Company Reference Entity’s status as the Reference Entity; (i) in connection with any Reverse Spin-Off, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Spin-Off Exchangeable Baskets) in accordance with Section 14.04(c); (j) in connection with any Reverse Split-Off, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Split-Off Exchangeable Baskets) in accordance with Section 14.04(e); (k) in connection with any Share Election Merger, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Share Election Merger Exchangeable Baskets) in accordance with Section 14.04(f); or (lh) to conform the provisions of this Indenture or the Notes to the “Description of Notes” section of the Offering Memorandum. Upon the written request of the Company, the Trustee is hereby authorized to join with the Company and the Reference Entity in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained. The , 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 immunities under this Indenture or otherwise. Any amendment, supplement or waiver supplemental indenture authorized by the provisions of this Section 10.01 may be executed by the Company, the Reference Entity Company and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 10.02.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holder, the The Company, when authorized by the Reference Entity resolutions of the Board of Directors and the Trustee, at the Company’s expense, may from time to time and at any time enter into any amendment, supplement an indenture or waiver indentures supplemental hereto for one or more of the following purposes: (a) to cure any ambiguity, omission, defect or inconsistency; (b) to provide for the assumption by a Successor Company or other successor corporation of the obligations of the Company or under the Reference Entity under this Indenture and the Notes pursuant to Article 11 or Section 14.04, including pursuant to a Spin-Off, Split-Off, Share Election Merger or Permitted HoldCo Transaction10; (c) to add guarantees with respect to the Notes; (d) to secure the Notes; (e) to add to the covenants or Events of Default of the Company for the benefit of the Holders or surrender any right or power conferred upon the CompanyCompany under the Indenture; (f) to make any change that does not materially adversely affect the rights of any Holder; (g) increase the Conversion Rate as provided in the Indenture; (h) provide for the acceptance of appointment by a successor Trustee pursuant to Section 7.09 or facilitate the administration of the trusts under the Indenture by more than one Trustee; (i) irrevocably elect a Settlement Method or a Specified Dollar Amount with respect to conversions of Notes under the Indenture, or eliminate its right to elect one or more Settlement Methods; (j) in connection with any Merger Event, to provide that the Notes notes are convertible into or exchangeable for Reference Property, subject to the provisions of Section 14.0211.02, and make such related changes to the terms of the Notes to the extent expressly required by Section 14.07; (h) in connection with any transaction described under Section 11.05, to make changes to the terms of the Notes solely to reflect any Successor Holding Company Reference Entity’s status as the Reference Entity; (i) in connection with any Reverse Spin-Off, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Spin-Off Exchangeable Baskets) in accordance with Section 14.04(c); (j) in connection with any Reverse Split-Off, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Split-Off Exchangeable Baskets) in accordance with Section 14.04(e)11.07; (k) comply with any requirement of the Commission in connection with any Share Election Merger, to make changes to the terms qualification of the Notes (including, without limitation, to provide that Indenture under the Notes are exchangeable for Share Election Merger Exchangeable Baskets) in accordance with Section 14.04(f)Trust Indenture Act; or (l) to conform the provisions of this the Indenture or the Notes to the “Description of Notes” section of the Offering MemorandumProspectus. Upon the written request of the Company, the Trustee is hereby authorized to join with the Company and the Reference Entity in the execution of any such supplemental indenture, indenture and to make any further appropriate agreements and stipulations that may be therein contained. The , 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 immunities under this the Indenture or otherwise. Any amendment, supplement or waiver supplemental indenture authorized by the provisions of this Section 10.01 9.01 may be executed by the Company, the Reference Entity Company and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 10.029.02.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holder, the Company, the Reference Entity The Company and the Trustee, at the Company’s expense, may from time to time and at any time amend or enter into any amendment, supplement an indenture or waiver indentures supplemental hereto for one or more of the following purposespurposes to: (a) to cure any ambiguity, omission, defect or inconsistencyinconsistency in this Indenture; (b) to provide for the assumption by a Successor Company or other successor corporation of the obligations of the Company or the Reference Entity under this Indenture and the Notes pursuant to Article 11 or Section 14.04, including pursuant to a Spin-Off, Split-Off, Share Election Merger or Permitted HoldCo Transaction11; (c) to add guarantees with respect to the Notes; (d) to secure the Notes; (e) add to add the covenants or Events of Default of the Company for the benefit of the Holders or surrender any right or power conferred upon the CompanyCompany under this Indenture; (f) to make any change that does not materially adversely affect the rights of any HolderHolder in any material respect; (g) increase the Conversion Rate as provided herein; (h) provide for the acceptance of appointment by a successor trustee or facilitate the administration of the trusts under this Indenture by more than one trustee; (i) in connection with any Merger Event, to provide that the Notes notes are convertible into or exchangeable for Reference Property, subject to the provisions of Section 14.02, and make such related changes to the terms of the Notes to the extent expressly required by Section 14.07; (h) in connection with any transaction described under Section 11.05, to make changes to the terms of the Notes solely to reflect any Successor Holding Company Reference Entity’s status as the Reference Entity; (i) in connection with any Reverse Spin-Off, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Spin-Off Exchangeable Baskets) in accordance with Section 14.04(c); (j) in connection comply with the rules of any Reverse Split-Offapplicable Depositary, to make changes to including The Depository Trust Company, so long as such amendment does not materially and adversely affect the terms rights of the Notes (including, without limitation, to provide that the Notes are exchangeable for Split-Off Exchangeable Baskets) in accordance with Section 14.04(e)any Holder; (k) in connection with any Share Election Merger, to make changes to the terms of the Notes (including, without limitation, to provide that the Notes are exchangeable for Share Election Merger Exchangeable Baskets) in accordance with Section 14.04(f); or (l) to conform the provisions of this Indenture or the Notes to the “Description of Notes” section of the Offering Private Placement Memorandum; (l) provide for the issuance of additional Notes in accordance with this Indenture; or (m) irrevocably elect a Settlement Method or a Specified Dollar Amount, or eliminate the Company’s right to elect a Settlement Method; provided, however, 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 the provisions of Article 14. Upon the written request of the Company, the Trustee is hereby authorized to join with the Company and the Reference Entity in the execution of any such amendment or supplemental indenture, indenture and to make any further appropriate agreements and stipulations that may be therein contained. The , 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 immunities under this Indenture or otherwise. Any amendment, supplement or waiver supplemental indenture authorized by the provisions of this Section 10.01 may be executed by the Company, the Reference Entity Company and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 10.02.