Common use of Without Consent of Holders of Securities Clause in Contracts

Without Consent of Holders of Securities. Notwithstanding Section 9.02 of this Indenture, the Company and the Trustee may amend or supplement this Indenture or the Securities without the consent of any Holder of a Security: (a) to evidence the succession of another Person to the Company, or successive successions, and the assumption by the successor Person of the covenants, agreements and obligations of the Company pursuant to Article 5 hereof; (b) to add to the covenants of the Company such further covenants, restrictions or conditions for the protection of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities stating that such covenants are expressly being included for the benefit of such series) as the Board of Directors and the Trustee shall consider to be for the protection of the Holders of such Securities, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions or conditions a default or an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; 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; (c) to provide for the issuance under this Indenture of Securities in coupon form (including Securities registrable as to principal only) and to provide for exchangeability of such Securities with the Securities issued hereunder in fully registered form and to make all appropriate changes for such purpose; (d) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture; provided that any such action shall not adversely affect the interests of the Holders of the Securities; (e) to evidence and provide for the acceptance of appointment hereunder by a successor trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Section 7.08; (f) to make any change that does not adversely affect the rights of any Holder; or (g) to provide for the issuance of and establish the form and terms and conditions of the Securities of any series, to establish the form of any certifications required to be furnished pursuant to the terms of this Indenture or any series of Securities, or to add to the rights of the Holders of any series of Securities. Upon the request of the Company accompanied by a copy of a Board Resolution, certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to be in full force and effect on the date of the certificate, authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Company in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Securities. Notwithstanding Section 9.02 of this Indenture, the Company and the Trustee may amend or supplement this Indenture or the Securities without the consent of any Holder of any Securities of any Series, the Company, when authorized by a Securityresolution of its Board of Directors, each Guarantor, when authorized by a resolution of its Board of Directors, and the Trustee for the Securities of any and all Series may, from time to time and at any time, enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the TIA), in form satisfactory to such Trustee, for one or more of the following purposes: (a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities of one or more Series, or any Guarantees endorsed thereon or attached thereto, any property or assets; (b) to evidence the succession of another Person entity to the Company, or successive successions, and the assumption by the successor Person entity of the covenants, agreements and obligations of the Company pursuant to Article 5 hereofor such Guarantor herein and in the Securities or the Guarantees of such Guarantor, as the case may be; (bc) to add to the covenants and/or Events of Default of the Company or any Guarantor such further covenants, restrictions or conditions for the protection restrictions, conditions, provisions and/or Events of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities stating that such covenants are expressly being included for the benefit of such series) Default as the Board of Directors, applicable Guarantor’s Board of Directors and the Trustee shall consider to be for the protection of the Holders of Securities of any or all Series and, if such Securitiesadditional covenants and/or Events of Default are to be for the benefit of less than all the Series of Securities stating that such covenants and/or Events of Default are being added solely for the benefit of such Series, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions restrictions, conditions or conditions a default or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forthforth (and if such additional Events of Default are to be for the benefit of less than all Series of the Securities stating that such Events of Default are being added solely for the benefit of such Series); provided, however, that in respect of any such additional covenant, restriction or condition restriction, condition, provision and/or Events of Default such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default an Event of Default or may limit the remedies available to the Trustee upon such default; (c) to provide for an Event of Default or may limit the issuance under this Indenture right of the Holders of a majority in aggregate principal amount of the Securities in coupon form (including Securities registrable as to principal only) and to provide for exchangeability of such Securities with the Securities issued hereunder in fully registered form and Series or any Guarantees endorsed thereon or attached thereto to make all appropriate changes for waive such purposean Event of Default; (d) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, ; or to make such other provisions in regard to matters or questions arising under this Indenture; provided that Indenture or under any such action supplemental indenture as the Board of Directors or any Guarantor’s Board of Directors may deem necessary or desirable and which shall not materially and adversely affect the interests of the Holders of the Securities; (e) to establish the form or terms of Securities of such Series and any Guarantees endorsed thereon or attached thereto, as permitted by Sections 2.01 and 2.02; (f) to evidence and provide for the acceptance of appointment hereunder by a successor trustee with respect to the Securities of one or more series Series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than the one trusteeTrustee, pursuant to the requirements of Section 7.08; (fg) to delete, modify or add any of the provisions of this Indenture, provided that, except as otherwise contemplated by Section 2.02, any such deletion, modification or addition shall become effective only when there is no Security of any Series outstanding created prior thereto which is entitled to the benefit of such provision; (h) to add any Person as an additional Guarantor under this Indenture, to add additional Guarantees or additional Guarantors in respect of any outstanding Securities under this Indenture, or to evidence the release and discharge of any Guarantor from its obligations under its Guarantees of any Securities and its obligations under this Indenture in respect of any Securities in accordance with the terms of this Indenture; (i) to secure, or, if applicable, provide additional security for, any Securities or Guarantees and to provide for matters relating thereto, and to provide for the release of any collateral as security for any Securities or Guarantees; (j) to make any change that does not adversely affect in the rights of any Holder; or (g) to provide for the issuance of and establish the form and terms and conditions of the Securities of any series, to establish the form of any certifications required to be furnished pursuant to the terms provisions of this Indenture or any series supplemental indenture relating to subordination that would limit or terminate the benefits available to any holder of Securitiessenior indebtedness under such provisions; provided that such change is made in accordance with the provisions of such senior indebtedness; or (k) to amend or supplement any provision contained herein, which was required to be contained herein in order for this Indenture to be qualified under the TIA, if the TIA or regulations thereunder change what is so required to add to the rights of the Holders of be included in qualified indentures, in any series of Securitiesmanner not inconsistent with what then may be required for such qualification. Upon the request of the Company accompanied by a copy resolution of a Board Resolution, certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the its Board of Directors and to be in full force and effect on the date of the certificate, authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 7.02(b) hereof, the Trustee shall will join with the Company and any Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein containedcontained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, but the Trustee shall will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section may be executed without the consent of the Holders of any of the Securities at the time outstanding, notwithstanding any of the provisions of Section 9.02.

Without Consent of Holders of Securities. Notwithstanding Section 9.02 of this Indenture9.02, the Company Issuer, the Guarantors and the Trustee may amend or supplement this Indenture Indenture, the Securities Guarantees or the Securities without the consent of any Holder of a Security: (a1) to evidence the succession of another Person to the Companycure any ambiguity, defect or successive successions, and the assumption by the successor Person of the covenants, agreements and obligations of the Company pursuant to Article 5 hereofinconsistency; (b2) to provide for uncertificated Securities in addition to or in place of certificated Securities; (3) to provide for the assumption of the Issuer’s obligations to Holders of Securities in the case of a merger or consolidation or sale of all or substantially all of the Issuer’s assets; (4) to add to the covenants of the Company such further covenants, restrictions or conditions Issuer for the protection 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 Securities, stating that such covenants are expressly being included solely for the benefit of such that series) as or to surrender any right or power herein conferred upon the Board Issuer; (5) to add any additional Events of Directors Default for the benefit of the Holders of all or any series of Securities (and the Trustee shall consider if such Events of Default are to be for the protection benefit of the Holders less than all series of such Securities, and to make the occurrence, or the occurrence and continuance, of a default in any of stating that such additional covenants, restrictions or conditions a default or an Event Events of Default permitting are expressly being included solely for the enforcement benefit of all or any of the several remedies provided in this Indenture as herein set forththat series); provided, however, that in respect of any such additional covenant, restriction or condition Events of Default such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the Holders of a majority in aggregate principal amount of that or those series of Securities to which such additional Events of Default apply to waive such default; (c6) to provide for add to, change or eliminate any of the issuance provisions of this Indenture so long as any such addition not otherwise permitted under this Indenture shall (i) neither apply to any Securities of Securities in coupon form (including Securities registrable as any series created prior to principal only) and to provide for exchangeability the execution of such Securities with the Securities issued hereunder in fully registered form and to make all appropriate changes for such purpose; (d) to cure any ambiguity or to correct amendment or supplement any and entitled to the benefit of such provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture; provided that any such action shall not adversely affect nor modify the interests rights of the Holders of any such Security with respect to the Securitiesbenefit of such provision or (ii) become effective only when there is no such Security outstanding; (e7) to establish the form or terms of Securities of any series as permitted by Sections 2.01 and 2.02, including the provisions and procedures relating to Securities convertible into Common Stock; (8) to evidence and provide for the acceptance of appointment hereunder by a successor trustee Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Section 7.08Trustee; (f9) subject to compliance with the conditions set forth in Article 5, to evidence the succession of another entity to the Company and the assumption by the successor of the covenants of the Company contained in this Indenture; (10) to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Securities pursuant to Sections 8.02, 8.03 and 11.01, provided that any such action shall not adversely affect the interests of the Holders of Securities of that series or any other series of Securities in any material respect; (11) to add additional Securities Guarantees with respect to the Securities; (12) to secure the Securities; (13) to make any other change that would provide any additional rights or benefits to the Holders of Securities or that does not adversely affect the legal rights under this Indenture of any such Holder; (14) to comply with requirements of the Commission in order to effect or maintain the qualification of this Indenture under the TIA; (15) with respect to the Securities of any series, to conform the text of such series of Securities or this Indenture to any provision of the “Description of the Notes,” “Description of Notes” or “Description of Debt Securities” sections of the offering memorandum, prospectus supplement or other like offering document relating to the initial offering of such series of Securities, to the extent that such provision was intended to be a verbatim recitation of a provision of such series of Securities or this Indenture; or (g16) to provide for the issuance of and establish the form and terms and conditions of the additional Securities of any series, to establish the form of any certifications required to be furnished pursuant to the terms of this Indenture or any series of Securities, or to add to the rights of the Holders of any series of Securities. Upon the request of the Company accompanied by a copy of a Board Resolution, certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to be in full force and effect on the date of the certificate, authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Company in the execution of any amended or supplemental indenture authorized or as permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwiseIndenture.

Without Consent of Holders of Securities. Notwithstanding Section 9.02 of this Indenture, the Company and the Trustee may amend or supplement this Indenture or the Securities without Without the consent of any Holder Holders of Securities, the Company, when authorized by a SecurityBoard Resolution, and the Trustee, at any time and from time to time, may amend this Indenture and the Securities to: (a) to evidence the succession of another Person to the Company, or successive successions, and the assumption by the successor Person of the covenants, agreements and obligations of the Company pursuant to Article 5 hereof; (b) to add to the covenants of the Company such further covenants, restrictions or conditions for the protection benefit of the Holders of all Securities; (b) surrender any right or any series of Securities (and if such covenants are to be for power herein conferred upon the benefit of less than all series of Securities stating that such covenants are expressly being included for the benefit of such series) as the Board of Directors and the Trustee shall consider to be for the protection of the Holders of such Securities, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions or conditions a default or an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; 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 defaultCompany; (c) make provision with respect to provide for the issuance under this Indenture conversion rights of Holders of Securities in coupon form (including Securities registrable as pursuant to principal only) and to provide for exchangeability of such Securities with the Securities issued hereunder in fully registered form and to make all appropriate changes for such purposeSection 12.11 hereof; (d) provide for the assumption of the Company's obligations to cure any ambiguity the Holders of Securities in the case of a merger, consolidation, conveyance, transfer or lease pursuant to correct or supplement any provision contained herein or Article 6 hereof; (e) reduce the Conversion Price; provided, that such reduction in the Conversion Price shall not adversely affect the interest of the Holders of Securities (after taking into account tax and other consequences of such reduction) in any supplemental indenture which may be defective material respect; (f) comply with the requirements of the SEC in order to effect or inconsistent maintain the qualification of this Indenture under the TIA; (g) make any changes or modifications to this Indenture necessary in connection with the registration of any other provision contained herein or Securities under the Securities Act as contemplated in any supplemental indenturethe Registration Rights Agreement, or to make such other provisions in regard to matters or questions arising under this Indenture; provided that any such action shall pursuant to this clause (g) does not adversely affect the interests of the Holders of the SecuritiesSecurities in any material respect; (eh) to evidence and provide for the acceptance of appointment hereunder by a successor trustee cure any ambiguity, correct or supplement any provision herein which may be inconsistent with any other provision herein or which is otherwise defective, or make any other provisions with respect to matters or questions arising under this Indenture which the Securities of one Company and the Trustee may deem necessary or more series desirable and to add to or change any of which shall not be inconsistent with the provisions of this Indenture as shall be necessary Indenture, provided that such action pursuant to provide for or facilitate this clause (h) does not, in the administration good faith opinion of the trusts hereunder by more than one trusteeBoard of Directors and the Trustee, pursuant to adversely affect the requirements interests of Section 7.08the Holders of Securities in any material respect; (fi) add or modify any other provisions with respect to make any change matters or questions arising under this Indenture which the Company and the Trustee may deem necessary or desirable and which shall not be inconsistent with the provisions of this Indenture, provided that such action pursuant to this clause (i) does not adversely affect the rights interests of the Holders of Securities in any Holdermaterial respect; or (gj) to provide make provision for the issuance of and establish the form and terms and conditions of the Securities of any series, to establish the form of any certifications required to be furnished pursuant to the terms of this Indenture or any series of Securities, or to add to the rights of the Holders of any series of Securities. Upon the request of the Company accompanied by a copy establishment of a Board Resolutionbook-entry system, certified by in which Holders would have the Secretary or an Assistant Secretary option to participate, for the clearance and settlement of the Company to have been duly adopted by the Board of Directors and to be transactions in full force and effect on the date of the certificate, authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described Securities originally issued in Section 7.02 hereof, the Trustee shall join with the Company in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwisedefinitive form.

Without Consent of Holders of Securities. Notwithstanding Section 9.02 of this Indenture, the Company and the Trustee may amend or supplement this Indenture or the Securities without the consent of any Holder of any Securities of any Series, the Company, when authorized by a Securityresolution of its Board of Directors, each Guarantor, when authorized by a resolution of its Board of Directors, and the Trustee for the Securities of any and all Series may, from time to time and at any time, enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the TIA), in form satisfactory to such Trustee, for one or more of the following purposes: (a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities of one or more Series, or any Guarantees endorsed thereon or attached thereto, any property or assets; (b) to evidence the succession of another Person entity to the Company, or successive successions, and the assumption by the successor Person entity of the covenants, agreements and obligations of the Company pursuant to Article 5 hereofor such Guarantor herein and in the Securities or the Guarantees of such Guarantor, as the case may be; (bc) to add to the covenants and/or Events of Default of the Company or any Guarantor such further covenants, restrictions or conditions for the protection restrictions, conditions, provisions and/or Events of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities stating that such covenants are expressly being included for the benefit of such series) Default as the Board of Directors, applicable Guarantor’s Board of Directors and the Trustee shall consider to be for the protection of the Holders of Securities of any or all Series and, if such Securitiesadditional covenants and/or Events of Default are to be for the benefit of less than all the Series of Securities stating that such covenants and/or Events of Default are being added solely for the benefit of such Series, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions restrictions, conditions or conditions a default or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forthforth (and if such additional Events of Default are to be for the benefit of less than all Series of the Securities stating that such Events of Default are being added solely for the benefit of such Series); provided, however, that in respect of any such additional covenant, restriction or condition restriction, condition, provision and/or Events of Default such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default an Event of Default or may limit the remedies available to the Trustee upon such default; (c) to provide for an Event of Default or may limit the issuance under this Indenture right of the Holders of a majority in aggregate principal amount of the Securities in coupon form (including Securities registrable as to principal only) and to provide for exchangeability of such Securities with the Securities issued hereunder in fully registered form and Series or any Guarantees endorsed thereon or attached thereto to make all appropriate changes for waive such purposean Event of Default; (d) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, ; or to make such other provisions in regard to matters or questions arising under this Indenture; provided that Indenture or under any such action supplemental indenture as the Board of Directors or any Guarantor’s Board of Directors may deem necessary or desirable and which shall not materially and adversely affect the interests of the Holders of the Securities; (e) to establish the form or terms of Securities of such Series and any Guarantees endorsed thereon or attached thereto, as permitted by Sections 2.01 and 2.02; (f) to evidence and provide for the acceptance of appointment hereunder by a successor trustee with respect to the Securities of one or more series Series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than the one trusteeTrustee, pursuant to the requirements of Section 7.08; (fg) to make delete, modify or add any change that does not adversely affect of the rights provisions of this Indenture, provided that, except as otherwise contemplated by Section 2.02, any such deletion, modification or addition shall become effective only when there is no Security of any HolderSeries outstanding created prior thereto which is entitled to the benefit of such provision; (h) to add any Person as an additional Guarantor under this Indenture, to add additional Guarantees or additional Guarantors in respect of any outstanding Securities under this Indenture, or to evidence the release and discharge of any Guarantor from its obligations under its Guarantees of any Securities and its obligations under this Indenture in respect of any Securities in accordance with the terms of this Indenture; (i) to secure, or, if applicable, provide additional security for, any Securities or Guarantees and to provide for matters relating thereto, and to provide for the release of any collateral as security for any Securities or Guarantees; or (gj) to provide for the issuance of and establish the form and terms and conditions of the Securities of amend or supplement any seriesprovision contained herein, to establish the form of any certifications which was required to be furnished pursuant to the terms of contained herein in order for this Indenture to be qualified under the TIA, if the TIA or regulations thereunder change what is so required to be included in qualified indentures, in any series of Securities, or to add to the rights of the Holders of any series of Securitiesmanner not inconsistent with what then may be required for such qualification. Upon the request of the Company accompanied by a copy resolution of a Board Resolution, certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the its Board of Directors and to be in full force and effect on the date of the certificate, authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 7.02(b) hereof, the Trustee shall will join with the Company and any Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein containedcontained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, but the Trustee shall will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section may be executed without the consent of the Holders of any of the Securities at the time outstanding, notwithstanding any of the provisions of Section 9.02.

Without Consent of Holders of Securities. Notwithstanding Section 9.02 of this Indenture, the Company and the Trustee may amend or supplement this Indenture or the any Series of Securities without the consent of any Holder of a SecuritySecurities: (a1) to evidence the succession of another Person to the Company, Company or successive successions, a Guarantor and the assumption by the any such successor Person of the covenants, agreements and obligations covenants of the Company pursuant to Article 5 hereofor such Guarantor herein, in any Security Guarantee and in the Securities contained; provided that such succession is otherwise in compliance with this Indenture and applicable law; (b2) to add to the covenants of the Company such further covenants, restrictions or conditions any Guarantor for the protection benefit of the Holders of all or any series Series of Securities (and and, if such covenants are to be for the benefit of less than all series Series of Securities Securities, stating that such covenants are expressly being included solely for the benefit of such seriesSeries) as or to surrender any right or power herein conferred upon the Board Company or any Guarantor; (3) to add any additional Events of Directors Default for the benefit of the Holders of all or any Series of Securities (and the Trustee shall consider if such Events of Default are to be for the protection benefit of less than all Series of Securities, stating that such Events of Default are expressly being included solely for the Holders benefit of such Securities, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions or conditions a default or an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forthSeries); provided, however, that in respect of any such additional covenant, restriction or condition Events of Default such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the Holders of a majority in aggregate principal amount of that or those Series of Securities to which such additional Events of Default apply to waive such default; (c4) to provide for permit or facilitate the issuance under this Indenture of Securities in coupon form (including Securities registrable as to principal only) and to provide for exchangeability of such Securities with the Securities issued hereunder in fully registered form and to make all appropriate changes for such purpose; (d) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indentureuncertificated form, or to make such other provisions in regard to matters or questions arising under this Indenture; provided that any such action shall not adversely affect the interests interest of the Holders of the SecuritiesSecurities of any Series in any material respect; (e5) to add to, change or eliminate any of the provisions of this Indenture or any Guarantee in respect of any Series of Securities, provided that any such addition, change or elimination shall (i) neither (A) apply to any Security of any Series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision, nor (B) modify the rights of the Holder of any such Security with respect to such provision; or (ii) become effective only when there is no Security Outstanding; (6) to secure the Securities of any Series; (7) to establish the form or terms of Securities of any Series as permitted by Sections 2.01 and 2.02, including the provisions and procedures relating to Securities convertible into or exchangeable for other securities or property of the Company; (8) to evidence and provide for the acceptance of appointment hereunder by a successor trustee Trustee with respect to the Securities of one or more series Series and to add to or change any of the provisions of this the Indenture or any Guarantee as shall be reasonable and necessary solely to provide for or facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Section 7.08Trustee; provided that such succession is otherwise in compliance with this Indenture and applicable law; (f9) to cure any ambiguity, defect or inconsistency; (10) to provide for uncertificated Securities in addition to or in place of certificated Securities or to alter the provisions of Article 2 hereof (including the related definitions) in a manner that does not materially adversely affect any Holder of any Series of Securities; (11) to provide for the assumption of the Company's obligations to the Holders of each Series of Securities by a successor to the Company pursuant to Article 5 hereof; (12) to make any change that would provide any additional rights or benefits to the Holders of each Series of Securities or that does not adversely affect the legal rights hereunder of any HolderHolder of any Series of Securities; or (g13) to provide for the issuance of and establish the form and terms and conditions comply with requirements of the Securities of any series, SEC in order to establish effect or maintain the form of any certifications required to be furnished pursuant to the terms qualification of this Indenture or any series of Securities, or to add to under the rights of the Holders of any series of SecuritiesTIA. Upon the request of the Company accompanied by a copy resolution of a Board Resolution, certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to be in full force and effect on the date of the certificate, authorizing the execution of any such amended or supplemental indentureIndenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall will join with the Company in the execution of any amended or supplemental indenture Indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall will not be obligated to enter into such amended or supplemental indenture Indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Securities. Notwithstanding Section 9.02 of this Indenture, the Company and the Trustee may amend or supplement this Indenture or the Securities without the consent of any Holder of a Security: (a) to evidence the succession of another Person to the Company, or successive successions, and the assumption by the successor Person of the covenants, agreements and obligations of the Company pursuant to Article 5 hereof; (b) to add to the covenants of the Company such further covenants, restrictions or conditions for the protection of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities stating that such covenants are expressly being included for the benefit of such series) as the Board of Directors Trustees and the Trustee shall consider to be for the protection of the Holders of such Securities, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions or conditions a default or an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; 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; (c) to provide for the issuance under this Indenture of Securities in coupon form (including Securities registrable as to principal only) and to provide for exchangeability of such Securities with the Securities issued hereunder in fully registered form and to make all appropriate changes for such purpose; (d) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture; provided that any such action shall not adversely affect the interests of the Holders of the Securities; (e) to evidence and provide for the acceptance of appointment hereunder by a successor trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Section 7.08; (f) to make any change that does not adversely affect the rights of any Holder; or (g) to provide for the issuance of and establish the form and terms and conditions of the Securities of any series, to establish the form of any certifications required to be furnished pursuant to the terms of this Indenture or any series of Securities, or to add to the rights of the Holders of any series of Securities. Upon the request of the Company accompanied by a copy of a Board Resolution, certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors Trustees and to be in full force and effect on the date of the certificate, authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Company in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Securities. Notwithstanding Section 9.02 of this Indenture9.02, the Company Company, the Guarantors and the Trustee may amend or supplement this Indenture Indenture, the Securities of one or more Series or the Securities corresponding Security Guarantees without the consent of any Holder of a SecurityHolder: (a1) to evidence the succession of another Person to the Companycure any ambiguity, defect or successive successions, and the assumption by the successor Person of the covenants, agreements and obligations of the Company pursuant to Article 5 hereofinconsistency; (b2) to add to the covenants of the Company such further covenants, restrictions or conditions for the protection of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities stating that such covenants are expressly being included for the benefit of such series) as the Board of Directors and the Trustee shall consider to be for the protection of the Holders of such Securities, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions or conditions a default or an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant, restriction or condition such supplemental indenture may provide for a particular period uncertificated Securities in addition to or in place 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 defaultcertificated Securities; (c3) to provide for the issuance under this Indenture assumption of Securities in coupon form (including Securities registrable as the Company’s or a Guarantor’s obligations to principal only) and to provide for exchangeability the Holders of such Securities with the Securities issued hereunder in fully registered form and Security Guarantees by a successor to make all appropriate changes for the Company or such purposeGuarantor pursuant to Article 5 or Article 10 hereof; (d4) to cure effect the release of a Guarantor from its Security Guarantee and the termination of such Security Guarantee, all in accordance with the provisions of this Indenture governing such release and termination; (5) to add Guarantors with respect to any ambiguity or all of the Securities or to correct secure any or supplement any provision contained herein all of the Securities or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or the Security Guarantees; (6) to make such other provisions in regard any change that would provide any additional rights or benefits to matters the Holders of the Securities or questions arising under this Indenture; provided that any such action shall does not adversely affect the interests legal rights hereunder of the Holders of the Securitiesany Holder; (e7) to comply with the requirements of the SEC in order to maintain the qualification of this Indenture under the TIA; (8) to provide for the issuance of and establish the form and terms and conditions of Securities of any Series as permitted by this Indenture; (9) to evidence and provide for the acceptance of appointment hereunder by a successor trustee Trustee with respect to the Securities of one or more series Series and to add to or change any of the provisions of this Indenture as shall will be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Section 7.08; (f) to make any change that does not adversely affect the rights of any HolderTrustee; or (g10) to provide for the issuance of and establish the form and terms and conditions of the Securities of allow any series, Guarantor to establish the form of any certifications required to be furnished pursuant execute a supplemental indenture and/or a Security Guarantee with respect to the terms of this Indenture or any series of Securities, or to add to the rights of the Holders of any series of Securities. Upon the written request of the Company accompanied by a copy resolution of a Board Resolution, certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the its Board of Directors and to be in full force and effect on the date of the certificate, authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall will join with the Company and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Securities. Notwithstanding Section 9.02 of this Indenture, the Company and the Trustee may amend or supplement this Indenture or the Securities of one or more Series without the consent of any Holder of a SecuritySecurities of any Series in order to: (a) to evidence the succession of another Person to the Companycure any ambiguity, defect or successive successions, and the assumption by the successor Person of the covenants, agreements and obligations of the Company pursuant to Article 5 hereofinconsistency; (b) provide for the assumption by a Surviving Entity of the obligations of the Company under this Indenture; (c) provide for uncertificated Securities in addition to or in place of certificated Securities (provided that the uncertificated Securities are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Securities are described in Section 163(f)(2)(B) of the Code); (d) add guarantees with respect to the Securities of any Series or confirm and evidence the release, termination or discharge of any security or guarantee when such release, termination or discharge is permitted by this Indenture; (e) secure the Securities of any Series, add to the covenants of the Company such further covenants, restrictions or conditions for the protection of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities stating that such covenants are expressly being included for the benefit of such series) as the Board of Directors and the Trustee shall consider to be for the protection of the Holders of such Securities, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions or conditions a default or an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; 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; (c) to provide for the issuance under this Indenture of Securities in coupon form (including Securities registrable as to principal only) and to provide for exchangeability of such Securities with the Securities issued hereunder in fully registered form and to make all appropriate changes for such purpose; (d) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture; provided that any such action shall not adversely affect the interests of the Holders of the Securities; (e) to evidence and provide for the acceptance of appointment hereunder by a successor trustee with respect to the Securities of one any Series or more series and to add to surrender any right or change any of power conferred upon the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Section 7.08Company; (f) to make any change that does not adversely affect the rights of any HolderHolder of the Securities; (g) comply with any requirement of the Commission in connection with the qualification of this Indenture under the TIA; (h) evidence and provide for the acceptance of appointment by a successor Trustee; (i) conform the text of this Indenture or the Securities to any provision of the “Description of Notes” of any prospectus, prospectus supplement, offering memorandum, offering circular or any other document pursuant to which the Securities of such Series were offered; or (gj) make any amendment to provide for the issuance provisions of this Indenture relating to the transfer and establish the form and terms and conditions legending of the Securities as permitted by this Indenture, including, without limitation to facilitate the issuance and administration of any series, to establish the form of any certifications required to be furnished pursuant to the terms of Securities; provided that (i) compliance with this Indenture as so amended would not result in the Securities being transferred in violation of the Securities Act or any series of Securities, or to add to applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer the Holders of any series of Securities. Upon the request of the Company accompanied by a copy of a Board Resolution, certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to be in full force and effect on the date of the certificate, Resolution authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall will join with the Company in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Securities. Notwithstanding Section 9.02 The Company and the Trustee may amend this Indenture or the Securities or enter into one or more indentures supplement hereto without notice to or the consent of any holder of a Security for any series for the purposes of: (a) curing any ambiguity or correcting or supplementing any defective or inconsistent provision contained in this Indenture or making any other changes in the provisions of this Indenture, Indenture which the Company and the Trustee may amend deem necessary or supplement this desirable provided such amendment does not materially and adversely affect the legal rights under the Indenture or of the Securities without the consent holders of any Holder of a Security:Securities; (ab) to evidence evidencing the succession of another Person to the Company, or successive successions, Company and providing for the assumption by the such successor Person of the covenants, agreements and obligations of the Company pursuant to Article 5 hereof; (b) to add to the covenants of the Company such further covenants, restrictions or conditions thereunder and in the Securities of any series as permitted by Section 5.01; (c) to add any additional Events of Default for the protection benefit of the Holders holders of all or any series of Securities (and if such covenants additional Events of Default are to be for the benefit of less than all series of Securities Securities, stating that such covenants additional Events of Default are expressly being included solely for the benefit of such series) as the Board of Directors and the Trustee shall consider to be for the protection of the Holders of such Securities, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions or conditions a default or an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; 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; (c) to provide for the issuance under this Indenture of Securities in coupon form (including Securities registrable as to principal only) and to provide for exchangeability of such Securities with the Securities issued hereunder in fully registered form and to make all appropriate changes for such purpose); (d) to cure add to or change any ambiguity of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to correct principal, and with 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 indenturewithout interest coupons, or to make such other permit or facilitate the issuance of Securities in uncertificated form; (e) to add to, change or eliminate any of the provisions of this Indenture in regard to matters respect of one or questions arising under this Indenture; more series of Securities, provided that any such action addition, change or elimination (A) shall not adversely affect neither (i) apply to any Security of any series created prior to the interests execution of such supplemental indenture and entitled to the benefit of such provision nor (ii) modify the rights of the Holders Holder of any such Security with respect to such provision or (B) shall become effective only when there is no such Security outstanding; (f) to secure the Securities; (eg) to establish the form or terms of Securities of any series as permitted by Sections 2.01 and 2.02; (h) to evidence and provide for the acceptance of appointment hereunder by a successor trustee Trustee with respect to the Securities of one or more series 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 trusteeTrustee, pursuant to the requirements of Section 7.08; (fi) to make provision with respect to the conversion rights of Holders pursuant to the requirements of Article XII, including providing for the conversion of the securities into any change security (other than the Common Stock of the Company) or property of the Company; or (j) to supplement any of the provisions of the Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Securities pursuant to Articles VIII and XIV, provided that does any such action shall not adversely affect the rights of any Holder; or (g) to provide for the issuance of and establish the form and terms and conditions of the Securities of any series, to establish the form of any certifications required to be furnished pursuant to the terms of this Indenture or any series of Securities, or to add to the rights interests of the Holders of Securities of such series or any other series of Securities. Upon the request of the Company accompanied by a copy of a Board Resolution, certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to be Securities in full force and effect on the date of the certificate, authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Company in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwisematerial respect.

Without Consent of Holders of Securities. Notwithstanding Section 9.02 of this Indenture, the Company and the Trustee may amend or supplement this Indenture or the Securities without the consent of any Holder of a Security: (a) to evidence the succession of another Person to the Company, or successive successions, and the assumption by the successor Person of the covenants, agreements and obligations of the Company pursuant to Article 5 hereof; (b) to add to the covenants of the Company such further covenants, restrictions or conditions for the protection of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities stating that such covenants are expressly being included for the benefit of such series) as the Board of Directors and the Trustee shall consider to be for the protection of the Holders of such Securities, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions or conditions a default or an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; providedPROVIDED, howeverHOWEVER, that in respect of any such additional covenant, restriction or condition such supplemental indenture 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; (c) to provide for the issuance under this Indenture of Securities in coupon form (including Securities registrable as to principal only) and to provide for exchangeability of such Securities with the Securities issued hereunder in fully registered form and to make all appropriate changes for such purpose; (d) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture; provided PROVIDED that any such action shall not adversely affect in any material respect the interests of the Holders of the Securities; (e) to evidence and provide for the acceptance of appointment hereunder by a successor trustee Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Section 7.08; (f) to make any change that does not adversely affect in any material respect the rights interests of any Holder; or; (g) to provide for the issuance of and establish the form and terms and conditions of the Securities of any series, to establish the form of any certifications required to be furnished pursuant to the terms of this Indenture or any series of Securities, Securities or to add to the rights of the Holders of any series of Securities; or (h) to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the TIA. Upon the request of the Company accompanied by a copy of a Board Resolution, certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to be in full force and effect on the date of the certificate, authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 Sections 7.02(b), 9.06 and 11.05 hereof, the Trustee shall join with the Company in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Securities. Notwithstanding Section 9.02 of this Indenture, the Company and the Trustee may amend or supplement this Indenture or the Securities without the consent of any Holder of a Security: (a) to evidence the succession of another Person to the Company, or successive successions, and the assumption by the successor Person of the covenants, agreements and obligations of the Company pursuant to Article 5 hereof; (b) to add to the covenants of the Company such further covenants, restrictions or conditions for the protection of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities stating that such covenants are expressly being included for the benefit of such series) as the Board of Directors and the Trustee shall consider to be for the protection of the Holders of such Securities, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions or conditions a default or an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; 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; (c) to provide for the issuance under this Indenture of Securities in coupon form (including Securities registrable as to principal only) and to provide for exchangeability of such Securities with the Securities issued hereunder in fully registered form and to make all appropriate changes for such purpose; (d) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture; provided that any such action shall not adversely affect in any material respect the interests of the Holders of the Securities; (e) to evidence and provide for the acceptance of appointment hereunder by a successor trustee Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Section 7.08; (f) to make any change that does not adversely affect in any material respect the rights interests of any Holder; or; (g) to provide for the issuance of and establish the form and terms and conditions of the Securities of any series, to establish the form of any certifications required to be furnished pursuant to the terms of this Indenture or any series of Securities, Securities or to add to the rights of the Holders of any series of Securities; or (h) to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the TIA. Upon the request of the Company accompanied by a copy of a Board Resolution, certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to be in full force and effect on the date of the certificate, authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 Sections 7.02(b), 9.06 and 12.05 hereof, the Trustee shall join with the Company in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Securities. Notwithstanding Section 9.02 9.2 of this Indenture, the Company and the Trustee may amend from time to time and at any time enter into one or supplement this Indenture or the Securities more indentures supplemental hereto without the consent of any Holder of a Security, for one or more of the following purposes: (a) to evidence the succession of another Person to the Companycure any ambiguity, defect or successive successions, and the assumption by the successor Person of the covenants, agreements and obligations of the Company pursuant to Article 5 hereofinconsistency; (b) to add to the covenants of the Company such further covenants, restrictions or conditions for the protection of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities stating that such covenants are expressly being included for the benefit of such series) as the Board of Directors and the Trustee shall consider to be for the protection of the Holders of such Securities, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions or conditions a default or an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant, restriction or condition such supplemental indenture may provide for uncertificated Securities in addition to or in place of Definitive Securities or to alter the provisions of Article II hereof (including the related definitions) in a particular period of grace after default (which period may be shorter or longer than manner 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 defaultdoes not adversely affect any Holder; (c) to provide for the issuance under this Indenture assumption of Securities in coupon form (including Securities registrable as the Company’s obligations to principal only) and to provide for exchangeability the Holders of such Securities with the Securities issued hereunder in fully registered form and by a successor to make all appropriate changes for such purposethe Company pursuant to Article V hereof; (d) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in conform the text of this Indenture, any supplemental indenture, if applicable, or the Securities of any series to make any provision of set forth in a prospectus supplement applicable to the Securities of such other series, provided that any such action will not adversely affect the interests of any Holder of a Security of such series in any material respect; (e) to supplement any of the provisions in regard of this Indenture to matters such extent as shall be necessary to permit or questions arising under this Indenture; facilitate the defeasance and discharge of any Security of any series pursuant to Article VIII, provided that any such action shall not adversely affect the interests of any Holder of a Security of such series in any material respect; (f) to make any change that would provide any additional rights or benefits to the Holders of the SecuritiesSecurities of any series; (eg) to make any change that is not inconsistent with this Indenture and does not adversely affect the legal rights hereunder of any Holder of a Security of such series; (h) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; (i) to establish the form and terms of Securities of any series as permitted by Section 2.1, or to authorize the issuance of additional Securities of a series previously authorized or to add to the conditions, limitations or restrictions on the authorized amount, terms or purpose of issue, authentication or delivery of the Securities of any series, as herein set forth, or other conditions, limitations or restrictions thereafter to be observed; or (j) to evidence and provide for the acceptance of appointment hereunder by a successor trustee Trustee with respect to the Securities of one or more series 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 trusteeseries, pursuant to the requirements of Section 7.08; (f) to make any change that does not adversely affect the rights of any Holder; or (g) to provide for the issuance of and establish the form and terms and conditions of the Securities of any series, to establish the form of any certifications required to be furnished pursuant to the terms of this Indenture or any series of Securities, or to add to the rights of the Holders of any series of SecuritiesIndenture. Upon the request of the Company accompanied by a copy of a Board Resolution, certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to be in full force and effect on the date of the certificate, Resolution authorizing the execution of any such amended or supplemental indentureIndenture, and upon receipt by the Trustee of the documents described in Section 7.02 Sections 7.2 and 9.6 hereof, the Trustee shall join with the Company in the execution of any amended or supplemental indenture Indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental indenture Indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Securities. Notwithstanding Section 9.02 of this Indenture9.02, the Company Issuer, the Guarantors and the Trustee may amend or supplement this Indenture Indenture, the Securities Guarantees or the Securities without the consent of any Holder of a Security: (a1) to evidence the succession of another Person to the Companycure any ambiguity, defect or successive successions, and the assumption by the successor Person of the covenants, agreements and obligations of the Company pursuant to Article 5 hereofinconsistency; (b2) to provide for uncertificated Securities in addition to or in place of certificated Securities; (3) to provide for the assumption of the Issuer’s obligations to Holders of Securities in the case of a merger or consolidation or sale of all or substantially all of the Issuer’s assets; (4) to add to the covenants of the Company such further covenants, restrictions or conditions Issuer for the protection 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 Securities, stating that such covenants are expressly being included solely for the benefit of such that series) as or to surrender any right or power herein conferred upon the Board Issuer; (5) to add any additional Events of Directors Default for the benefit of the Holders of all or any series of Securities (and the Trustee shall consider if such Events of Default are to be for the protection benefit of the Holders less than all series of such Securities, and to make the occurrence, or the occurrence and continuance, of a default in any of stating that such additional covenants, restrictions or conditions a default or an Event Events of Default permitting are expressly being included solely for the enforcement benefit of all or any of the several remedies provided in this Indenture as herein set forththat series); provided, however, that in respect of any such additional covenant, restriction or condition Events of Default such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the Holders of a majority in aggregate principal amount of that or those series of Securities to which such additional Events of Default apply to waive such default; (c6) to provide for add to, change or eliminate any of the issuance provisions of this Indenture so long as any such addition not otherwise permitted under this Indenture shall (i) neither apply to any Securities of Securities in coupon form (including Securities registrable as any series created prior to principal only) and to provide for exchangeability the execution of such Securities with the Securities issued hereunder in fully registered form and to make all appropriate changes for such purpose; (d) to cure any ambiguity or to correct amendment or supplement any and entitled to the benefit of such provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture; provided that any such action shall not adversely affect nor modify the interests rights of the Holders of any such Security with respect to the Securitiesbenefit of such provision or (ii) become effective only when there is no such Security outstanding; (e7) to establish the form or terms of Securities of any series as permitted by Sections 2.01 and 2.02, including the provisions and procedures relating to Securities convertible into Common Stock; (8) to evidence and provide for the acceptance of appointment hereunder by a successor trustee Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Section 7.08Trustee; (f9) subject to compliance with the conditions set forth in Article 5, to evidence the succession of another entity to the Company and the assumption by the successor of the covenants of the Company contained in this Indenture; (10) to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Securities pursuant to Sections 8.02, 8.03 and 11.01, provided that any such action shall not adversely affect the interests of the Holders of Securities of that series or any other series of Securities in any material respect; (11) to add additional Securities Guarantees with respect to the Securities; (12) to secure the Securities; (13) to subordinate the indebtedness evidenced by the Securities to any indebtedness of the Issuer other than Senior Indebtedness; (14) to make any other change that would provide any additional rights or benefits to the Holders of Securities or that does not adversely affect the legal rights under this Indenture of any such Holder; (15) to comply with requirements of the Commission in order to effect or maintain the qualification of this Indenture under the TIA; (16) with respect to the Securities of any series, to conform the text of such series of Securities or this Indenture to any provision of the “Description of the Notes,” “Description of Notes” or “Description of Debt Securities” sections of the offering memorandum, prospectus supplement or other like offering document relating to the initial offering of such series of Securities, to the extent that such provision was intended to be a verbatim recitation of a provision of such series of Securities or this Indenture; or (g17) to provide for the issuance of and establish the form and terms and conditions of the additional Securities of any series, to establish the form of any certifications required to be furnished pursuant to the terms of this Indenture or any series of Securities, or to add to the rights of the Holders of any series of Securities. Upon the request of the Company accompanied by a copy of a Board Resolution, certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to be in full force and effect on the date of the certificate, authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Company in the execution of any amended or supplemental indenture authorized or as permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwiseIndenture.

Without Consent of Holders of Securities. Notwithstanding Section 9.02 of this Indenture, the Company and the Trustee may amend or supplement this Indenture or the Securities without Without the consent of any Holder Holders of Securities, the Company, when authorized by a SecurityBoard Resolution, and the Trustee, at any time and from time to time, may amend this Indenture and the Securities to: (a) to evidence the succession of another Person to the Company, or successive successions, and the assumption by the successor Person of the covenants, agreements and obligations of the Company pursuant to Article 5 hereof; (b) to add to the covenants of the Company such further covenants, restrictions or conditions for the protection benefit of the Holders of all Securities; (b) surrender any right or any series power herein conferred upon the Company; (c) make provision with respect to the conversion rights of Holders of Securities pursuant to Section 12.11; (and if such covenants are to be d) provide for the benefit assumption of less than all series of Securities stating that such covenants are expressly being included for the benefit of such series) as the Board of Directors and the Trustee shall consider Company's obligations to be for the protection of the Holders of such Securities, and to make Securities in the occurrence, or the occurrence and continuance, case of a default in any of such additional covenantsmerger, restrictions consolidation, conveyance, transfer or conditions a default or an Event of Default permitting lease pursuant to Article 6; (e) reduce the enforcement of all or any of the several remedies provided in this Indenture as herein set forthConversion Price; 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 reduction in the case Conversion Price shall not adversely affect the interest of the Holders of Securities (after taking into account tax and other defaults) or may provide for an immediate enforcement upon consequences of such default or may limit the remedies available to the Trustee upon such defaultreduction); (cf) comply with the requirements of the SEC in order to provide for effect or maintain the issuance under qualification of this Indenture of Securities in coupon form (including Securities registrable as to principal only) and to provide for exchangeability of such Securities with under the Securities issued hereunder in fully registered form and to make all appropriate changes for such purposeTIA; (dg) make any changes or modifications to cure this Indenture necessary in connection with the registration of any ambiguity or to correct or supplement any provision contained herein or Securities under the Securities Act as contemplated in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenturethe Registration Rights Agreement; provided, or to make such other provisions in regard to matters or questions arising under this Indenture; provided however, that any such action shall not pursuant to this clause (g) does not, in the good faith opinion of the Board of Directors (as evidenced by a Board Resolution) and the Trustee, adversely affect the interests of the Holders of the SecuritiesSecurities in any material respect; (eh) cure any ambiguity, to evidence and provide for the acceptance of appointment hereunder by a successor trustee correct or supplement any provision herein which may be inconsistent with any other provision herein or which is otherwise defective, or to make any other provisions with respect to matters or questions arising under this Indenture which the Securities of one Company and the Trustee may deem necessary or more series desirable and to add to or change any of which shall not be inconsistent with the provisions of this Indenture as shall be necessary Indenture; provided, however, that such action pursuant to provide for or facilitate this clause (h) does not, in the administration good faith opinion of the trusts hereunder Board of Directors (as evidenced by more than one trusteea Board Resolution) and the Trustee, pursuant to adversely affect the requirements interests of Section 7.08the Holders of Securities in any material respect; (fi) add or modify any other provisions with respect to make any change matters or questions arising under this Indenture which the Company and the Trustee may deem necessary or desirable and which shall not be inconsistent with the provisions of this Indenture; provided, however, that such action pursuant to this clause (i) does not not, in the good faith opinion of the Board of Directors (as evidenced by a Board Resolution) and the Trustee, adversely affect the rights interests of the Holders of Securities in any Holdermaterial respect; or (gj) to provide make provision for the issuance of and establish the form and terms and conditions of the Securities of any series, to establish the form of any certifications required to be furnished pursuant to the terms of this Indenture or any series of Securities, or to add to the rights of the Holders of any series of Securities. Upon the request of the Company accompanied by a copy establishment of a Board Resolutionbook-entry system, certified by in which Holders would have the Secretary or an Assistant Secretary option to participate, for the clearance and settlement of the Company to have been duly adopted by the Board of Directors and to be transactions in full force and effect on the date of the certificate, authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described Securities originally issued in Section 7.02 hereof, the Trustee shall join with the Company in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwisedefinitive form.

Without Consent of Holders of Securities. Notwithstanding Section 9.02 of this Indenture, the Company and the Trustee may amend or supplement this Indenture or the Securities without the consent of any Holder of any Securities of any Series, the Company, when authorized by a Securityresolution of its Board of Directors, each Guarantor, when authorized by a resolution of its Board of Directors, and the Trustee for the Securities of any and all Series may, from time to time and at any time, enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the TIA), in form satisfactory to such Trustee, for one or more of the following purposes: (a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities of one or more Series, or any Guarantees endorsed thereon or attached thereto, any property or assets; (b) to evidence the succession of another Person entity to the Company, or successive successions, and the assumption by the successor Person entity of the covenants, agreements and obligations of the Company pursuant to Article 5 hereofor such Guarantor herein and in the Securities or the Guarantees of such Guarantor, as the case may be; (bc) to add to the covenants and/or Events of Default of the Company or any Guarantor such further covenants, restrictions or conditions for the protection restrictions, conditions, provisions and/or Events of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities stating that such covenants are expressly being included for the benefit of such series) Default as the Board of Directors, applicable Guarantor’s Board of Directors and the Trustee shall consider to be for the protection of the Holders of Securities of any or all Series and, if such Securitiesadditional covenants and/or Events of Default are to be for the benefit of less than all the Series of Securities stating that such covenants and/or Events of Default are being added solely for the benefit of such Series, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions restrictions, conditions or conditions a default or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forthforth (and if such additional Events of Default are to be for the benefit of less than all Series of the Securities stating that such Events of Default are being added solely for the benefit of such Series); provided, however, that in respect of any such additional covenant, restriction or condition restriction, condition, provision and/or Event of Default such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default an Event of Default or may limit the remedies available to the Trustee upon such default; (c) to provide for an Event of Default or may limit the issuance under this Indenture right of the Holders of a majority in aggregate principal amount of the Securities in coupon form (including Securities registrable as to principal only) and to provide for exchangeability of such Securities with the Securities issued hereunder in fully registered form and Series or any Guarantees endorsed thereon or attached thereto to make all appropriate changes for waive such purposean Event of Default; (d) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, ; or to make such other provisions in regard to matters or questions arising under this Indenture; provided that Indenture or under any such action supplemental indenture as the Board of Directors or any Guarantor’s Board of Directors may deem necessary or desirable and which shall not materially and adversely affect the interests of the Holders of the Securities; (e) to establish the form or terms of Securities of such Series and any Guarantees endorsed thereon or attached thereto, as permitted by Sections 2.01 and 2.02; (f) to evidence and provide for the acceptance of appointment hereunder by a successor trustee with respect to the Securities of one or more series Series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than the one trusteeTrustee, pursuant to the requirements of Section 7.08; (fg) to make delete, modify or add any change that does not adversely affect of the rights provisions of this Indenture, provided that, except as otherwise contemplated by Section 2.02, any such deletion, modification or addition shall become effective only when there is no Security of any HolderSeries outstanding created prior thereto which is entitled to the benefit of such provision; (h) to add any Person as an additional Guarantor under this Indenture, to add additional Guarantees or additional Guarantors in respect of any outstanding Securities under this Indenture, or to evidence the release and discharge of any Guarantor from its obligations under its Guarantees of any Securities and its obligations under this Indenture in respect of any Securities in accordance with the terms of this Indenture; (i) to secure, or, if applicable, provide additional security for, any Securities or Guarantees and to provide for matters relating thereto, and to provide for the release of any collateral as security for any Securities or Guarantees; or (gj) to provide for the issuance of and establish the form and terms and conditions of the Securities of amend or supplement any seriesprovision contained herein, to establish the form of any certifications which was required to be furnished pursuant to the terms of contained herein in order for this Indenture to be qualified under the TIA, if the TIA or regulations thereunder change what is so required to be included in qualified indentures, in any series of Securities, or to add to the rights of the Holders of any series of Securitiesmanner not inconsistent with what then may be required for such qualification. Upon the request of the Company accompanied by a copy resolution of a Board Resolution, certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the its Board of Directors and to be in full force and effect on the date of the certificate, authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 7.02(b) hereof, the Trustee shall will join with the Company and any Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein containedcontained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, but the Trustee shall will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section may be executed without the consent of the Holders of any of the Securities at the time outstanding, notwithstanding any of the provisions of Section 9.02.

Without Consent of Holders of Securities. (a) Notwithstanding Section 9.02 of this Indenture, the Company Company, the Subsidiary Guarantors and the Trustee may amend or supplement this Indenture or the Securities without the consent of any Holder of a Securityto: (ai) to evidence the succession of another Person to the Company, or successive successions, and the assumption by the successor Person of the covenants, agreements and obligations of the Company pursuant to Article 5 hereof; (b) to add to the covenants of the Company such further covenants, restrictions or conditions for the protection of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities stating that such covenants are expressly being included for the benefit of such series) as the Board of Directors and the Trustee shall consider to be for the protection of the Holders of such Securities, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions or conditions a default or an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; 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; (c) to provide for the issuance under this Indenture of Securities in coupon form (including Securities registrable as to principal only) and to provide for exchangeability of such Securities with the Securities issued hereunder in fully registered form and to make all appropriate changes for such purpose; (d) to cure any ambiguity ambiguity, omission, defect or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision inconsistency contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture; provided that any such action shall not adversely affect the interests of the Holders of the Securities; (eii) establish the form or terms of Securities or the Guarantees to be endorsed thereon of any Series as permitted by Section 2.03; (iii) evidence and provide for the acceptance of appointment hereunder of a Trustee for a Series of Securities and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 7.10 hereof; (iv) modify the covenants or Events of Default of the Company solely in respect of, or add new covenants or Events of Default of the Company that apply solely to, Securities not outstanding on the date of such supplemental indenture; (v) evidence and provide for the acceptance of appointment hereunder by a successor trustee with respect to the Securities of one or more series Series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Section 7.08; (fvi) provide for the assumption by a Surviving Person of the obligations of the Company under this Indenture or of a Subsidiary Guarantor under this Indenture and its Subsidiary Guaranty; (vii) provide for uncertificated Securities in addition to or in place of certificated Securities (provided that the uncertificated Securities are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Securities are described in Section 163(f)(2)(B) of the Code); (viii) add additional Guarantees with respect to the Securities or to release Subsidiary Guarantors from Subsidiary Guaranties as provided by the terms of this Indenture; (ix) make any change that does not adversely affect in any material respect the rights of any Holder; orHolder of the Securities under this Indenture; (gx) to comply with any requirement of the Commission in connection with the qualification of this Indenture under the TIA; (xi) provide for the issuance of and establish the form and terms and conditions of the additional Securities of in accordance with this Indenture; or (xii) make any series, to establish the form of any certifications required to be furnished pursuant change to the terms subordination provisions of this Indenture that would limit or terminate the benefits available to any series holder of SecuritiesSenior Debt under such provisions, or subject to add to the rights of the Holders of any series of Securities. Section 9.03. (b) Upon the request of the Company accompanied by a copy of a Board Resolution, certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to be in full force and effect on the date of the certificate, Resolution authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof9.07, the Trustee shall join with the Company and the Subsidiary Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Securities. Notwithstanding Section 9.02 of this Indenture, the Company and the Trustee may amend or supplement this Indenture or the Securities without Without the consent of any Holder Holders of Securities, the Company, when authorized by a SecurityBoard Resolution, and the Trustee, at any time and from time to time, may amend this Indenture and the Securities to: (a) to evidence the succession of another Person to the Company, or successive successions, and the assumption by the successor Person of the covenants, agreements and obligations of the Company pursuant to Article 5 hereof; (b) to add to the covenants of the Company such further covenants, restrictions or conditions for the protection benefit of the Holders of all Securities; (b) surrender any right or any series of Securities (and if such covenants are to be for power herein conferred upon the benefit of less than all series of Securities stating that such covenants are expressly being included for the benefit of such series) as the Board of Directors and the Trustee shall consider to be for the protection of the Holders of such Securities, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions or conditions a default or an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; 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 defaultCompany; (c) make provision with respect to provide for the issuance under this Indenture conversion rights of Holders of Securities in coupon form (including Securities registrable as pursuant to principal only) and to provide for exchangeability of such Securities with the Securities issued hereunder in fully registered form and to make all appropriate changes for such purposeSection 12.11 hereof; (d) provide for the assumption of the Company’s obligations to cure any ambiguity the Holders of Securities in the case of a merger, consolidation, conveyance, transfer or lease pursuant to correct or supplement any provision contained herein or Article 6 hereof; (e) reduce the Conversion Price; provided, that such reduction in the Conversion Price shall not adversely affect the interest of the Holders of Securities (after taking into account tax and other consequences of such reduction) in any supplemental indenture which may be defective material respect; (f) comply with the requirements of the SEC in order to effect or inconsistent maintain the qualification of this Indenture under the TIA; (g) make any changes or modifications to this Indenture necessary in connection with the registration of any other provision contained herein or Securities under the Securities Act as contemplated in any supplemental indenturethe Registration Rights Agreement, or to make such other provisions in regard to matters or questions arising under this Indenture; provided that any such action shall pursuant to this clause (g) does not adversely affect the interests of the Holders of the SecuritiesSecurities in any material respect; (eh) to evidence and provide for the acceptance of appointment hereunder by a successor trustee cure any ambiguity, correct or supplement any provision herein which may be inconsistent with any other provision herein or which is otherwise defective, or make any other provisions with respect to matters or questions arising under this Indenture which the Securities of one Company and the Trustee may deem necessary or more series desirable and to add to or change any of which shall not be inconsistent with the provisions of this Indenture as shall be necessary Indenture, provided that such action pursuant to provide for or facilitate this clause (h) does not, in the administration good faith opinion of the trusts hereunder by more than one trusteeBoard of Directors and the Trustee, pursuant to adversely affect the requirements interests of Section 7.08the Holders of Securities in any material respect; (fi) add or modify any other provisions with respect to make any change matters or questions arising under this Indenture which the Company and the Trustee may deem necessary or desirable and which shall not be inconsistent with the provisions of this Indenture, provided that such action pursuant to this clause (i) does not adversely affect the rights interests of the Holders of Securities in any Holdermaterial respect; or (gj) to provide make provision for the issuance of and establish the form and terms and conditions of the Securities of any series, to establish the form of any certifications required to be furnished pursuant to the terms of this Indenture or any series of Securities, or to add to the rights of the Holders of any series of Securities. Upon the request of the Company accompanied by a copy establishment of a Board Resolutionbook-entry system, certified by in which Holders would have the Secretary or an Assistant Secretary option to participate, for the clearance and settlement of the Company to have been duly adopted by the Board of Directors and to be transactions in full force and effect on the date of the certificate, authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described Securities originally issued in Section 7.02 hereof, the Trustee shall join with the Company in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwisedefinitive form.

Without Consent of Holders of Securities. Notwithstanding Section 9.02 of this Indenture, the Company and the Trustee may amend or supplement this Indenture or the Securities of one or more Series without the consent of any Holder of a SecuritySecurities of any Series in order to: (a) to evidence the succession of another Person to the Companycure any ambiguity, defect or successive successions, and the assumption by the successor Person of the covenants, agreements and obligations of the Company pursuant to Article 5 hereofinconsistency; (b) provide for the assumption by a Surviving Entity of the obligations of the Company under this Indenture; (c) provide for uncertificated Securities in addition to or in place of certificated Securities (provided that the uncertificated Securities are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Securities are described in Section 163(f)(2)(B) of the Code); (d) add guarantees with respect to the Securities of any Series or confirm and evidence the release, termination or discharge of any security or guarantee when such release, termination or discharge is permitted by this Indenture; (e) secure the Securities of any Series, add to the covenants of the Company such further covenants, restrictions or conditions for the protection 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 the holders of Securities stating that such covenants are expressly being included for the benefit of such series) as the Board of Directors and the Trustee shall consider to be for the protection of the Holders of such Securities, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions or conditions a default or an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; 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; (c) to provide for the issuance under this Indenture of Securities in coupon form (including Securities registrable as to principal only) and to provide for exchangeability of such Securities with the Securities issued hereunder in fully registered form and to make all appropriate changes for such purpose; (d) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture; provided that any such action shall not adversely affect the interests of the Holders of the Securities; (e) to evidence and provide for the acceptance of appointment hereunder by a successor trustee with respect to the Securities of one any Series or more series and to add to surrender any right or change any of power conferred upon the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Section 7.08Company; (f) to make any change that does not adversely affect the rights of any HolderHolder of the Securities; (g) comply with any requirement of the Commission in connection with the qualification of this Indenture under the TIA; (h) evidence and provide for the acceptance of appointment by a successor Trustee; (i) conform the text of this Indenture or the Securities to any provision of the “Description of Notes” of any prospectus, prospectus supplement, offering memorandum, offering circular or any other document pursuant to which the Securities of such Series were offered; or (gj) make any amendment to provide for the issuance provisions of this Indenture relating to the transfer and establish the form and terms and conditions legending of the Securities as permitted by this Indenture, including, without limitation to facilitate the issuance and administration of any series, to establish the form of any certifications required to be furnished pursuant to the terms of Securities; provided that (i) compliance with this Indenture as so amended would not result in the Securities being transferred in violation of the Securities Act or any series of Securities, or to add to applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer the Holders of any series of Securities. Upon the request of the Company accompanied by a copy of a Board Resolution, certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to be in full force and effect on the date of the certificate, Resolution authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall will join with the Company in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Securities. Notwithstanding Section 9.02 of this Indenture, the Company Issuer, the Guarantors and the Trustee may amend or supplement this Indenture Indenture, the Securities Guarantees or the Securities without the consent of any Holder of a Security: (a1) to evidence the succession of another Person to the Companycure any ambiguity, defect or successive successions, and the assumption by the successor Person of the covenants, agreements and obligations of the Company pursuant to Article 5 hereofinconsistency; (b2) to provide for uncertificated Securities in addition to or in place of certificated Securities; (3) to provide for the assumption of the Issuer’s obligations to Holders of Securities in the case of a merger or consolidation or sale of all or substantially all of the Issuer’s assets; (4) to add to the covenants of the Company such further covenants, restrictions or conditions Issuer for the protection 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 Securities, stating that such covenants are expressly being included solely for the benefit of such that series) as or to surrender any right or power herein conferred upon the Board Issuer; (5) to add any additional Events of Directors Default for the benefit of the Holders of all or any series of Securities (and the Trustee shall consider if such Events of Default are to be for the protection benefit of the Holders less than all series of such Securities, and to make the occurrence, or the occurrence and continuance, of a default in any of stating that such additional covenants, restrictions or conditions a default or an Event Events of Default permitting are expressly being included solely for the enforcement benefit of all or any of the several remedies provided in this Indenture as herein set forththat series); provided, however, that in respect of any such additional covenant, restriction or condition Events of Default such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the Holders of a majority in aggregate principal amount of that or those series of Securities to which such additional Events of Default apply to waive such default; (c6) to provide for change or eliminate any of the issuance under this Indenture provisions of Securities in coupon form (including Securities registrable as to principal only) and to provide for exchangeability of such Securities with the Securities issued hereunder in fully registered form and to make all appropriate changes for such purpose; (d) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture; , provided that any such action change or elimination shall not adversely affect become effective only when there is no Security outstanding of any series created prior to the interests execution of such supplemental indenture which is entitled to the Holders benefit of the Securitiessuch provision; (e7) to establish the form or terms of Securities of any series as permitted by Sections 2.01 and 2.02, including the provisions and procedures relating to Securities convertible into Ventas, Inc. Common Stock; (8) to evidence and provide for the acceptance of appointment hereunder by a successor trustee Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Section 7.08Trustee; (f9) to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Securities pursuant to Sections 8.02, 8.03 and 11.01, provided that any such action shall not adversely affect the interests of the Holders of Securities of that series or any other series of Securities in any material respect; (10) to add additional Securities Guarantees with respect to the Securities; (11) to secure the Securities; (12) to make any other change that would provide any additional rights or benefits to the Holders of Securities or that does not adversely affect the legal rights under this Indenture of any such Holder; or (g13) to provide for the issuance of and establish the form and terms and conditions comply with requirements of the Securities of any series, Commission in order to establish effect or maintain the form of any certifications required to be furnished pursuant to the terms qualification of this Indenture or any series of Securities, or to add to under the rights of the Holders of any series of Securities. Upon the request of the Company accompanied by a copy of a Board Resolution, certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to be in full force and effect on the date of the certificate, authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Company in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwiseTIA.

Without Consent of Holders of Securities. Notwithstanding Section 9.02 of this Indenture, the Company and the Trustee may amend or supplement this Indenture or the Securities without the consent of any Holder of a Security: (a) to evidence the succession of another Person to the Company, or successive successions, and the assumption by the successor Person of the covenants, agreements and obligations of the Company pursuant to Article 5 hereof; (b) to add to the covenants of the Company such further covenants, restrictions or conditions for the protection of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities stating that such covenants are expressly being included for the benefit of such series) as the Board of Directors and the Trustee shall consider to be for the protection of the Holders of such Securities, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions or conditions a default Default or an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; 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; (c) to provide for the issuance under this Indenture of Securities in coupon form (including Securities registrable as to principal only) and to provide for exchangeability of such Securities with the Securities issued hereunder in fully registered form and to make all appropriate changes for such purpose; (d) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which that may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture; provided that any such action shall not adversely affect the interests of the Holders of the Securities; (e) to evidence and provide for the acceptance of appointment hereunder by a successor trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Section 7.08; (f) to make any change that does not adversely affect comply with the rights requirements of any Holderthe SEC or to effect or maintain the qualification of the Indenture under the TIA; or (g) to provide for the issuance of and establish the form and terms and conditions of the Securities of any series, to establish the form of any certifications required to be furnished pursuant to the terms of this Indenture or any series of Securities, or to add to the rights of the Holders of any series of Securities. Upon the request of the Company accompanied by a copy of a Board Resolution, certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to be in full force and effect on the date of the certificate, authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Company in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Securities. Notwithstanding Section 9.02 of this Indenture, the Company and the Trustee may amend or supplement this Indenture or the Securities without the consent of any Holder of any Securities of any Series, the Company, when authorized by a Securityresolution of its Board of Directors, each Guarantor, when authorized by a resolution of its Board of Directors, and the Trustee for the Securities of any and all Series may, from time to time and at any time, enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the TIA), in form satisfactory to such Trustee, for one or more of the following purposes: (a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities of one or more Series, or any Guarantees endorsed thereon or attached thereto, any property or assets; (b) to evidence the succession of another Person entity to the Company, or successive successions, and the assumption by the successor Person entity of the covenants, agreements and obligations of the Company pursuant to Article 5 hereofor such Guarantor herein and in the Securities or the Guarantees of such Guarantor, as the case may be; (bc) to add to the covenants and/or Events of Default of the Company or any Guarantor such further covenants, restrictions or conditions for the protection restrictions, conditions, provisions and/or Events of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities stating that such covenants are expressly being included for the benefit of such series) Default as the Board of Directors, applicable Guarantor’s Board of Directors and the Trustee shall consider to be for the protection of the Holders of Securities of any or all Series and, if such Securitiesadditional covenants and/or Events of Default are to be for the benefit of less than all the Series of Securities stating that such covenants and/or Events of Default are being added solely for the benefit of such Series, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions restrictions, conditions or conditions a default or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forthforth (and if such additional Events of Default are to be for the benefit of less than all Series of the Securities stating that such Events of Default are being added solely for the benefit of such Series); provided, however, that in respect of any such additional covenant, restriction or condition restriction, condition, provision and/or Event of Default such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default an Event of Default or may limit the remedies available to the Trustee upon such default; (c) to provide for an Event of Default or may limit the issuance under this Indenture right of the Holders of a majority in aggregate principal amount of the Securities in coupon form (including Securities registrable as to principal only) and to provide for exchangeability of such Securities with the Securities issued hereunder in fully registered form and Series or any Guarantees endorsed thereon or attached thereto to make all appropriate changes for waive such purposean Event of Default; (d) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, ; or to make such other provisions in regard to matters or questions arising under this Indenture; provided that Indenture or under any such action supplemental indenture as the Board of Directors or any Guarantor’s Board of Directors may deem necessary or desirable and which shall not materially and adversely affect the interests of the Holders of the Securities; (e) to establish the form or terms of Securities of such Series and any Guarantees endorsed thereon or attached thereto, as permitted by Sections 2.01 and 2.02; (f) to evidence and provide for the acceptance of appointment hereunder by a successor trustee with respect to the Securities of one or more series Series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than the one trusteeTrustee, pursuant to the requirements of Section 7.08; (fg) to delete, modify or add any of the provisions of this Indenture, provided that, except as otherwise contemplated by Section 2.02, any such deletion, modification or addition shall become effective only when there is no Security of any Series outstanding created prior thereto which is entitled to the benefit of such provision; (h) to add any Person as an additional Guarantor under this Indenture, to add additional Guarantees or additional Guarantors in respect of any outstanding Securities under this Indenture, or to evidence the release and discharge of any Guarantor from its obligations under its Guarantees of any Securities and its obligations under this Indenture in respect of any Securities in accordance with the terms of this Indenture; (i) to secure, or, if applicable, provide additional security for, any Securities or Guarantees and to provide for matters relating thereto, and to provide for the release of any collateral as security for any Securities or Guarantees; (j) to make any change that does not adversely affect in the rights of any Holder; or (g) to provide for the issuance of and establish the form and terms and conditions of the Securities of any series, to establish the form of any certifications required to be furnished pursuant to the terms provisions of this Indenture or any series supplemental indenture relating to subordination that would limit or terminate the benefits available to any holder of Securitiessenior indebtedness under such provisions; provided that such change is made in accordance with the provisions of such senior indebtedness; or (k) to amend or supplement any provision contained herein, which was required to be contained herein in order for this Indenture to be qualified under the TIA, if the TIA or regulations thereunder change what is so required to add to the rights of the Holders of be included in qualified indentures, in any series of Securitiesmanner not inconsistent with what then may be required for such qualification. Upon the request of the Company accompanied by a copy resolution of a Board Resolution, certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the its Board of Directors and to be in full force and effect on the date of the certificate, authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 7.02(b) hereof, the Trustee shall will join with the Company and any Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein containedcontained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, but the Trustee shall will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section may be executed without the consent of the Holders of any of the Securities at the time outstanding, notwithstanding any of the provisions of Section 9.02.

Without Consent of Holders of Securities. Notwithstanding Section 9.02 of this Indenture, the Company and the Trustee may amend or supplement this Indenture or the Securities without the consent of any Holder of a Securityany Securities of any Series, the Company, each Guarantor, if any, and the Trustee for the Securities of any and all Series may, from time to time and at any time, enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the TIA), in form satisfactory to such Trustee, for one or more of the following purposes: (a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities of one or more Series, or any Guarantees endorsed thereon or attached thereto, any property or assets; (b) to evidence the succession of another Person entity to the Company, or successive successions, and the assumption by the successor Person entity of the covenants, agreements and obligations of the Company pursuant to Article 5 hereofor such Guarantor herein and in the Securities or the Guarantees of such Guarantor, as the case may be; (bc) to add to the covenants and/or Events of Default of the Company or any Guarantor such further covenants, restrictions or conditions for the protection restrictions, conditions, provisions and/or Events of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities stating that such covenants are expressly being included for the benefit of such series) Default as the Board of Directors, applicable Guarantor’s Board of Directors and the Trustee shall consider to be for the protection of the Holders of Securities of any or all Series and, if such Securitiesadditional covenants and/or Events of Default are to be for the benefit of less than all the Series of Securities stating that such covenants and/or Events of Default are being added solely for the benefit of such Series, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions restrictions, conditions or conditions a default or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forthforth (and if such additional Events of Default are to be for the benefit of less than all Series of the Securities stating that such Events of Default are being added solely for the benefit of such Series); provided, howeverprovided , that in respect of any such additional covenant, restriction or condition restriction, condition, provision and/or Events of Default such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default an Event of Default or may limit the remedies available to the Trustee upon such default; (c) to provide for an Event of Default or may limit the issuance under this Indenture right of the Holders of a majority in aggregate principal amount of the Securities in coupon form (including Securities registrable as to principal only) and to provide for exchangeability of such Securities with the Securities issued hereunder in fully registered form and Series or any Guarantees endorsed thereon or attached thereto to make all appropriate changes for waive such purposean Event of Default; (d) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, ; or to make such other provisions in regard to matters or questions arising under this Indenture; provided that Indenture or under any such action supplemental indenture which shall not materially and adversely affect the interests legal rights of the Holders of the Securities; (e) to establish the form or terms of Securities of such Series and any Guarantees endorsed thereon or attached thereto, as permitted by Sections 2.01 and 2.02; (f) to evidence and provide for the acceptance of appointment hereunder by a successor trustee with respect to the Securities of one or more series Series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than the one trusteeTrustee, pursuant to the requirements of Section 7.08; (f) to make any change that does not adversely affect the rights of any Holder; or (g) to provide for the issuance of and establish the form and terms and conditions delete, modify or add any of the Securities provisions of this Indenture, provided that, except as otherwise contemplated by Section 2.02, any such deletion, modification or addition shall become effective only when there is no Security of any seriesSeries outstanding created prior thereto which is entitled to the benefit of such provision; (h) to add any Person as an additional Guarantor under this Indenture, to establish the form add additional Guarantees or additional Guarantors in respect of any certifications required outstanding Securities under this Indenture, or to be furnished pursuant to evidence the release and discharge of any Guarantor from its obligations under its Guarantees of any Securities and its obligations under this Indenture in respect of any Securities in accordance with the terms of this Indenture (none of which require existing Guarantors to execute such amendment); (i) to secure, or, if applicable, provide additional security for, any Securities or any series of SecuritiesGuarantees and to provide for matters relating thereto, or and to add to provide for the rights of the Holders release of any series of Securitiescollateral as security for any Securities or Guarantees; or (j) to amend or supplement any provision contained herein, which was required to be contained herein in order for this Indenture to be qualified under the TIA, if the TIA or regulations thereunder change what is so required to be included in qualified indentures, in any manner not inconsistent with what then may be required for such qualification. Upon the request of the Company accompanied by a copy resolution of a Board Resolution, certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the its Board of Directors and to be in full force and effect on the date of the certificate, authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 7.02(b) hereof, the Trustee shall will join with the Company and any Guarantors, as applicable, in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein containedcontained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, but the Trustee shall will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section may be executed without the consent of the Holders of any of the Securities at the time outstanding, notwithstanding any of the provisions of Section 9.02.

Without Consent of Holders of Securities. Notwithstanding Section 9.02 of this Indenturehereof, the Company Company, the Guarantors, if any, and the Trustee at any time and from time to time may amend or supplement this Indenture or the Securities enter into one or more indentures supplemental hereto without the consent of any Holder of a SecuritySecurity for any of the following purposes: (a) to evidence the succession of another Person to the Companycure any ambiguity, defect or successive successions, and the assumption by the successor Person of the covenants, agreements and obligations of the Company pursuant to Article 5 hereofinconsistency; (b) to add to the covenants of the Company such further covenants, restrictions or conditions for the protection of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities stating that such covenants are expressly being included for the benefit of such series) as the Board of Directors and the Trustee shall consider to be for the protection of the Holders of such Securities, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions or conditions a default or an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant, restriction or condition such supplemental indenture may provide for uncertificated Securities in addition to or in place of certificated Securities in a particular period of grace after default (which period may be shorter or longer than manner 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 defaultdoes not materially adversely affect any Holder; (c) to provide for the issuance under this Indenture assumption of Securities in coupon form (including Securities registrable as the Company's or, if applicable, a Guarantor's obligations to principal only) and to provide for exchangeability the Holders of such Securities with the Securities issued hereunder in fully registered form and or a series by a successor pursuant to make all appropriate changes for such purposeArticle 5 or 12 hereof; (d) to cure make any ambiguity change that would provide any additional rights or benefits to correct the Holders or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture; provided that any such action shall does not adversely affect the interests legal rights hereunder of the Holders of the Securitiesany Holder; (e) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; (f) to add a Guarantor with respect to Securities of any series; (g) to evidence and provide for the acceptance of appointment hereunder by a successor trustee Trustee with respect to the Securities of one or more series 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 trusteeTrustee, pursuant to the requirements of Section 7.087.08 hereof; (fh) to make mortgage, pledge, hypothecate or grant a security interest in favor of the Trustee for the benefit of the Holders of Securities of any series as additional security for the payment and performance of the Company's or, if applicable, a Guarantor's obligations herein in any property or assets; (i) to add to, change that does not adversely affect or eliminate any of the provisions of this Indenture (which addition, change or elimination may apply to one or more series of Securities), provided that, any such addition, change or elimination (A) shall neither (i) apply to any Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor (ii) modify the rights of the Holder of any Holdersuch Security with respect to such provision or (B) shall become effective only when there is no such outstanding Security; or (gj) to provide for the issuance of and establish the form and terms and conditions of the Securities of any seriesseries permitted by Sections 2.01 and 2.03(a) hereof, to establish the form of any certifications required to be furnished pursuant to the terms of this Indenture or any series of Securities, or to add to the rights of the Holders of any series of Securitiesrespectively. Upon the request of the Company accompanied by a copy of a Board Resolution, certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to be in full force and effect on the date of the certificate, Resolution authorizing the execution of any such amended or supplemental indentureIndenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Company and, if applicable, the Guarantors in the execution of any amended or supplemental indenture Indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental indenture Indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Securities. Notwithstanding Section 9.02 of this Indenturehereof, the Company Company, the Guarantors, if any, and the Trustee at any time and from time to time may amend or supplement this Indenture or the Securities enter into one or more indentures supplemental hereto without the consent of any Holder of a SecuritySecurity for any of the following purposes: (a) to evidence the succession of another Person to the Companycure any ambiguity, defect or successive successions, and the assumption by the successor Person of the covenants, agreements and obligations of the Company pursuant to Article 5 hereofinconsistency; (b) to add to the covenants of the Company such further covenants, restrictions or conditions for the protection of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities stating that such covenants are expressly being included for the benefit of such series) as the Board of Directors and the Trustee shall consider to be for the protection of the Holders of such Securities, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions or conditions a default or an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant, restriction or condition such supplemental indenture may provide for uncertificated Securities in addition to or in place of certificated Securities in a particular period of grace after default (which period may be shorter or longer than manner 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 defaultdoes not materially adversely affect any Holder; (c) to provide for the issuance under this Indenture assumption of Securities in coupon form (including Securities registrable as the Company’s or, if applicable, a Guarantor’s obligations to principal only) and to provide for exchangeability the Holders of such Securities with the Securities issued hereunder in fully registered form and or a series by a successor pursuant to make all appropriate changes for such purposeArticle 5 or 11 hereof; (d) to cure make any ambiguity change that would provide any additional rights or benefits to correct the Holders or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture; provided that any such action shall does not adversely affect the interests legal rights hereunder of the Holders of the Securitiesany Holder; (e) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; (f) to add a Guarantor with respect to Securities of any series; (g) to evidence and provide for the acceptance of appointment hereunder by a successor trustee Trustee with respect to the Securities of one or more series 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 trusteeTrustee, pursuant to the requirements of Section 7.087.08 hereof; (fh) to make mortgage, pledge, hypothecate or grant a security interest in favor of the Trustee for the benefit of the Holders of Securities of any series as additional security for the payment and performance of the Company’s or, if applicable, a Guarantor’s obligations herein in any property or assets; (i) to add to, change that does not adversely affect or eliminate any of the provisions of this Indenture (which addition, change or elimination may apply to one or more series of Securities), provided that, any such addition, change or elimination (A) shall neither (i) apply to any Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor (ii) modify the rights of the Holder of any Holdersuch Security with respect to such provision or (B) shall become effective only when there is no such outstanding Security; or (gj) to provide for the issuance of and establish the form and terms and conditions of the Securities of any seriesseries permitted by Sections 2.01 and 2.03(a) hereof, to establish the form of any certifications required to be furnished pursuant to the terms of this Indenture or any series of Securities, or to add to the rights of the Holders of any series of Securitiesrespectively. Upon the request of the Company accompanied by a copy of a Board Resolution, certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to be in full force and effect on the date of the certificate, Resolution authorizing the execution of any such amended or supplemental indentureIndenture, and upon receipt by the Trustee of the documents described in Section Sections 7.02 and 9.06 hereof, the Trustee shall join with the Company and, if applicable, the Guarantors in the execution of any amended or supplemental indenture Indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental indenture Indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Securities. Notwithstanding Section 9.02 of this Indenture, the Company and the Trustee may amend or supplement this Indenture or the Securities without Without the consent of any Holder Holders of Securities, the Company, when authorized by a SecurityBoard Resolution, and the Trustee, at any time and from time to time, may jointly amend this Indenture and the Securities to: (a) to evidence the succession of another Person to the Company, or successive successions, and the assumption by the successor Person of the covenants, agreements and obligations of the Company pursuant to Article 5 hereof; (b) to add to the covenants of the Company such further covenants, restrictions or conditions for the protection benefit of the Holders of Securities; (b) surrender any right or power herein conferred upon the Company; (c) provide for the conversion rights of Holders of Securities pursuant to Article 12 if any reclassification or change of the Common Shares or any consolidation, merger or sale of all or any series substantially all of Securities the Company's assets occurs; (and if such covenants are to be d) provide for the benefit assumption of less than all series of Securities stating that such covenants are expressly being included for the benefit of such series) as the Board of Directors and the Trustee shall consider Company's obligations to be for the protection of the Holders of such Securities, and to make Securities in the occurrence, or the occurrence and continuance, case of a default in any of such additional covenantsmerger, restrictions consolidation, conveyance, transfer or conditions a default or an Event of Default permitting lease pursuant to Article 6; (e) reduce the enforcement of all or any of the several remedies provided in this Indenture as herein set forthConversion Price; 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 reduction in the case Conversion Price shall not adversely affect the interest of the Holders of Securities (after taking into account tax and other defaults) or may provide for an immediate enforcement upon consequences of such default or may limit the remedies available to the Trustee upon such defaultreduction); (cf) comply with the requirements of the SEC in order to provide for effect or maintain the issuance under qualification of this Indenture of Securities in coupon form (including Securities registrable as to principal only) and to provide for exchangeability of such Securities with under the Securities issued hereunder in fully registered form and to make all appropriate changes for such purposeTIA; (dg) make any changes or modifications to cure this Indenture necessary in connection with the registration of any ambiguity or to correct or supplement any provision contained herein or Securities under the Securities Act as contemplated in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenturethe Registration Rights Agreement; provided, or to make such other provisions in regard to matters or questions arising under this Indenture; provided however, that any such action shall not pursuant to this clause (g) does not, in the good faith opinion of the Board of Directors of the Company (as evidenced by a Board Resolution) and the Trustee, adversely affect the interests of the Holders of the SecuritiesSecurities in any material respect; (eh) cure any ambiguity, to evidence and provide for the acceptance of appointment hereunder by a successor trustee correct or supplement any provision herein which may be inconsistent with any other provision herein or which is otherwise defective, or to make any other provisions with respect to matters or questions arising under this Indenture which the Securities of one Company and the Trustee may deem necessary or more series desirable and to add to or change any of which shall not be inconsistent with the provisions of this Indenture as shall be necessary Indenture; provided, however, that such action pursuant to provide for or facilitate this clause (h) does not, in the administration good faith opinion of the trusts hereunder Board of Directors of the Company (as evidenced by more than one trusteea Board Resolution) and the Trustee, pursuant to the requirements of Section 7.08; (f) to make any change that does not adversely affect the rights interests of the Holders of Securities in any Holdermaterial respect; or (gi) add or modify any other provisions with respect to provide for matters or questions arising under this Indenture which the issuance Company and the Trustee may deem necessary or desirable and which shall not be inconsistent with the provisions of and establish this Indenture; provided, however, that such action pursuant to this clause (i) does not, in the form and terms and conditions good faith opinion of the Securities Board of any seriesDirectors of the Company (as evidenced by a Board Resolution) and the Trustee, to establish adversely affect the form of any certifications required to be furnished pursuant to the terms of this Indenture or any series of Securities, or to add to the rights interests of the Holders of Securities in any series of Securities. Upon the request of the Company accompanied by a copy of a Board Resolution, certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to be in full force and effect on the date of the certificate, authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Company in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwisematerial respect.

Without Consent of Holders of Securities. Notwithstanding Section 9.02 9.2 of this Indenture, the Company Company, the Subsidiary Guarantors and the Trustee may amend or supplement this Indenture Indenture, the Securities or the Securities Subsidiary Guarantees without the consent of any Holder of a Security: (a) to evidence the succession of another Person to the Companycure any ambiguity, defect or successive successions, and the assumption by the successor Person of the covenants, agreements and obligations of the Company pursuant to Article 5 hereofinconsistency; (b) to add provide for uncertificated Securities in addition to or in place of certificated Securities (PROVIDED, HOWEVER, that the covenants uncertificated Securities are issued in registered form for purposes of section 163(f) of the Company Code, or in a manner such further covenants, restrictions or conditions for that the protection uncertificated Securities are described in Section 163(f)(2)(B) of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities stating that such covenants are expressly being included for the benefit of such series) as the Board of Directors and the Trustee shall consider to be for the protection of the Holders of such Securities, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions or conditions a default or an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; 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 defaultCode); (c) to provide for the issuance under this Indenture assumption of the Company's obligations to the Holders of the Securities in coupon form (including Securities registrable as the case of a merger or consolidation pursuant to principal only) and to provide for exchangeability of such Securities with the Securities issued hereunder in fully registered form and to make all appropriate changes for such purposeArticle 5 hereof; (d) to cure make any ambiguity change that would provide any additional rights or benefits to correct the Holders of the Securities or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture; provided that any such action shall does not adversely affect the interests legal rights hereunder of any Holder of the Holders of the SecuritiesSecurity; (e) to evidence and provide for the acceptance of appointment hereunder by a successor trustee add Guarantees with respect to the Securities of one or more series and to add to or change any of secure the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Section 7.08;Securities; or (f) to make any change that does not adversely affect the rights of any Holder; or (g) to provide for the issuance of and establish the form and terms and conditions comply with requirements of the Securities of any series, Commission in order to establish effect or maintain the form of any certifications required to be furnished pursuant to the terms qualification of this Indenture or any series of Securities, or to add to under the rights of the Holders of any series of SecuritiesTIA. Upon the request of the Company accompanied by a copy resolution of a Board Resolution, certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to be in full force and effect on the date of the certificateCompany and each of the Subsidiary Guarantors, as the case may be, authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 7.2 hereof, the Trustee shall join with the Company and the Subsidiary Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental indenture Indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Securities. Notwithstanding Section 9.02 of this Indenturehereof, CDW, the Company Guarantors and the Trustee may amend or supplement this Indenture Indenture, any Guarantee and any or the Securities all series of Securities, without the consent of any Holder of a SecurityHolder: (a1) to evidence the succession of another Person to the Companycure any ambiguity, omission, mistake, defect or successive successionsinconsistency, and the assumption as certified by the successor Person of the covenants, agreements and obligations of the Company pursuant to Article 5 hereofCDW; (b2) to add to the covenants of the Company such further covenants, restrictions or conditions for the protection of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities stating that such covenants are expressly being included for the benefit of such series) as the Board of Directors and the Trustee shall consider to be for the protection of the Holders of such Securities, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions or conditions a default or an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant, restriction or condition such supplemental indenture may provide for a particular period uncertificated Securities in addition to or in place 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 defaultcertificated Securities; (c3) to provide for the issuance assumption by a Successor Company or a successor company of a Guarantor, as applicable, of CDW’s or such Guarantor’s obligations under this Indenture, the Securities or any Guarantee; (4) to make any change that would provide any additional rights or benefits to the Holders of Securities or that does not adversely affect the legal rights under this Indenture of Securities in coupon form (including Securities registrable as to principal only) and to provide for exchangeability of any such Securities with the Securities issued hereunder in fully registered form and to make all appropriate changes for such purpose; (d) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this IndentureHolder; provided that any such action changes pursuant to this clause shall not adversely affect the interests of the Holders in any material respect, as determined in good faith by the Board of the SecuritiesDirectors of CDW; (e5) to comply with requirements of the Commission in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act; (6) to evidence and provide for the acceptance and appointment under this Indenture 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 Trustee hereunder by more than one trustee, pursuant to the requirements of Section 7.08hereof; (f) to make any change that does not adversely affect the rights of any Holder; or (g7) to provide for the issuance of and establish the form and terms and conditions exchange notes or private exchange notes, which are identical to exchange notes except they are not freely transferable; (8) to add a Guarantee of the Securities; (9) to mortgage, pledge, hypothecate or grant any other Lien in favor of the Trustee for the benefit of the Holders of the Securities, as security for the payment and performance of all or any portion of the Obligations, in any property or assets, or otherwise to secure the Securities; (10) to conform the text of this Indenture, Guarantees or the Securities to any provision of the “Description of New Securities” or equivalent section of any seriesprospectus supplement to the extent that such provision in such “Description of New Securities” section was intended to be a verbatim recitation of a provision of this Indenture, Guarantee or Securities, as certified by CDW; or (11) to establish the any form of any certifications required Security or Guarantee, as provided in Article II hereof, and to be furnished pursuant to provide for the terms issuance of this Indenture or any series of SecuritiesSecurities or Guarantees thereof, or as provided in Article II hereof, and to set forth the terms thereof and/or add to the rights of the Holders of the Securities or Guarantees of any series of Securitiesseries. Upon the request of the Company CDW accompanied by a copy Board Resolution of a Board Resolution, certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to be in full force and effect on the date of the certificate, CDW authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with CDW and the Company Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall have the right, but not be obligated to to, enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. A supplemental indenture that changes or eliminates any covenant or other provision of this Indenture that has expressly been included solely for the benefit of one or more particular series of Securities, or that modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series.

Without Consent of Holders of Securities. Notwithstanding Section 9.02 of this Indenture, the Company and the Trustee may amend or supplement this Indenture or the Securities without Without the consent of any Holder Holders of Securities, the Company, when authorized by a SecurityBoard Resolution, and the Trustee, at any time and from time to time, may amend this Indenture and the Securities to: (a) to evidence the succession of another Person to the Company, or successive successions, and the assumption by the successor Person of the covenants, agreements and obligations of the Company pursuant to Article 5 hereof; (b) to add to the covenants of the Company such further covenants, restrictions or conditions for the protection benefit of the Holders of all Securities; (b) surrender any right or any series power herein conferred upon the Company; (c) make provision with respect to the conversion rights of Holders of Securities pursuant to Section 12.11 hereof; (and if such covenants are to be d) provide for the benefit assumption of less than all series of Securities stating that such covenants are expressly being included for the benefit of such series) as the Board of Directors and the Trustee shall consider Company’s obligations to be for the protection of the Holders of such Securities, and to make Securities in the occurrence, or the occurrence and continuance, case of a default in any of such additional covenantsmerger, restrictions consolidation, conveyance, transfer or conditions a default or an Event of Default permitting lease pursuant to Article 6 hereof; (e) increase the enforcement of all or any of the several remedies provided in this Indenture as herein set forthConversion Rate; 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 increase in the case Conversion Rate shall not adversely affect the interest of the Holders of Securities (after taking into account tax and other defaultsconsequences of such increase) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such defaultin any material respect; (cf) comply with the requirements of the SEC in order to provide for effect or maintain the issuance under qualification of this Indenture of Securities in coupon form (including Securities registrable as to principal only) and to provide for exchangeability of such Securities with under the Securities issued hereunder in fully registered form and to make all appropriate changes for such purposeTIA; (dg) make any changes or modifications to cure this Indenture necessary in connection with the registration of any ambiguity or to correct or supplement any provision contained herein or Securities under the Securities Act as contemplated in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenturethe Registration Rights Agreement; provided, or to make such other provisions in regard to matters or questions arising under this Indenture; provided however, that any such action shall pursuant to this clause (g) does not adversely affect the interests of the Holders of the SecuritiesSecurities in any material respect; (eh) to evidence and provide for the acceptance of appointment hereunder by a successor trustee cure any ambiguity, correct or supplement any provision herein which may be inconsistent with any other provision herein or which is otherwise defective, or make any other provisions with respect to matters or questions arising under this Indenture which the Securities of one Company and the Trustee may deem necessary or more series desirable and to add to or change any of which shall not be inconsistent with the provisions of this Indenture as shall be necessary Indenture; provided, however, that such action pursuant to provide for or facilitate this clause (h) does not, in the administration good faith opinion of the trusts hereunder by more than one trusteeBoard of Directors and the Trustee, pursuant to adversely affect the requirements interests of Section 7.08the Holders of Securities in any material respect; (fi) add or modify any other provisions with respect to make any change matters or questions arising under this Indenture which the Company and the Trustee may deem necessary or desirable and which shall not be inconsistent with the provisions of this Indenture, provided, however, that such action pursuant to this clause (i) does not adversely affect the rights of any Holder; or (g) to provide for the issuance of and establish the form and terms and conditions of the Securities of any series, to establish the form of any certifications required to be furnished pursuant to the terms of this Indenture or any series of Securities, or to add to the rights interests of the Holders of Securities in any series of Securities. Upon the request of the Company accompanied by a copy of a Board Resolution, certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to be in full force and effect on the date of the certificate, authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Company in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.material respect; or

Without Consent of Holders of Securities. Notwithstanding Section 9.02 of this Indenturehereof, the Company Company, the Guarantors, if any, and the Trustee at any time and from time to time may amend or supplement this Indenture or the Securities enter into one or more indentures supplemental hereto without the consent of any Holder of a SecuritySecurity for any of the following purposes: (a) to evidence the succession of another Person to the Companycure any ambiguity, defect or successive successions, and the assumption by the successor Person of the covenants, agreements and obligations of the Company pursuant to Article 5 hereofinconsistency; (b) to add to the covenants of the Company such further covenants, restrictions or conditions for the protection of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities stating that such covenants are expressly being included for the benefit of such series) as the Board of Directors and the Trustee shall consider to be for the protection of the Holders of such Securities, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions or conditions a default or an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant, restriction or condition such supplemental indenture may provide for uncertificated Securities in addition to or in place of certificated Securities in a particular period of grace after default (which period may be shorter or longer than manner 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 defaultdoes not materially adversely affect any Holder; (c) to provide for the issuance under this Indenture assumption of Securities in coupon form (including Securities registrable as the Company’s or, if applicable, a Guarantor’s obligations to principal only) and to provide for exchangeability the Holders of such Securities with the Securities issued hereunder in fully registered form and or a series by a successor pursuant to make all appropriate changes for such purposeArticle 5 or 11 hereof; (d) to cure make any ambiguity change that would provide any additional rights or benefits to correct the Holders or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture; provided that any such action shall does not adversely affect the interests legal rights hereunder of the Holders of the Securitiesany Holder; (e) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; (f) to add a Guarantor with respect to Securities of any series; (g) to evidence and provide for the acceptance of appointment hereunder by a successor trustee Trustee with respect to the Securities of one or more series 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 trusteeTrustee, pursuant to the requirements of Section 7.087.08 hereof; (fh) to make mortgage, pledge, hypothecate or grant a security interest in favor of the Trustee for the benefit of the Holders of Securities of any series as additional security for the payment and performance of the Company’s or, if applicable, a Guarantor’s obligations herein in any property or assets; (i) to add to, change that does not adversely affect or eliminate any of the provisions of this Indenture (which addition, change or elimination may apply to one or more series of Securities), provided that, any such addition, change or elimination (A) shall neither (i) apply to any Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor (ii) modify the rights of the Holder of any Holdersuch Security with respect to such provision or (B) shall become effective only when there is no such outstanding Security; or (gj) to provide for the issuance of and establish the form and terms and conditions of the Securities of any seriesseries permitted by Sections 2.01 and 2.03(a) hereof, to establish the form of any certifications required to be furnished pursuant to the terms of this Indenture or any series of Securities, or to add to the rights of the Holders of any series of Securitiesrespectively. Upon the request of the Company accompanied by a copy of a Board Resolution, certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to be in full force and effect on the date of the certificate, Resolution authorizing the execution of any such amended or supplemental indentureIndenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Company and, if applicable, the Guarantors in the execution of any amended or supplemental indenture Indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental indenture Indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Securities. Notwithstanding Section 9.02 of this Indenture, the Company and the Trustee may amend or supplement this Indenture or the Securities without Without the consent of any Holder Holders of Securities, the Company, when authorized by a SecurityBoard Resolution, and the Trustee, at any time and from time to time, may jointly amend this Indenture and the Securities to: (a) to evidence the succession of another Person to the Company, or successive successions, and the assumption by the successor Person of the covenants, agreements and obligations of the Company pursuant to Article 5 hereof; (b) to add to the covenants of the Company such further covenants, restrictions or conditions for the protection benefit of the Holders of all Securities; (b) surrender any right or any series of Securities (and if such covenants are to be for power herein conferred upon the benefit of less than all series of Securities stating that such covenants are expressly being included for the benefit of such series) as the Board of Directors and the Trustee shall consider to be for the protection of the Holders of such Securities, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions or conditions a default or an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; 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 defaultCompany; (c) to provide for the issuance under this Indenture of Securities in coupon form (including Securities registrable as to principal only) and to provide for exchangeability of such Securities with the Securities issued hereunder in fully registered form and to make all appropriate changes for such purpose; (d) to cure any ambiguity or ambiguity, to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenturewhich is otherwise defective, or to make such any other provisions in regard with respect to matters or questions arising under this Indenture which the Company and the Trustee may deem necessary or desirable and which shall not be inconsistent with the provisions of this Indenture; provided provided, however, that any such action shall not pursuant to this clause (d) does not, in the good faith opinion of the Board of Directors of the Company (as evidenced by a Board Resolution) and the Trustee, adversely affect the interests of the Holders of Securities in any material respect; (d) add or modify any other provisions with respect to matters or questions arising under this Indenture which the Securities;Company and the Trustee may deem necessary or desirable and which shall not be inconsistent with the provisions of this Indenture; provided, however, that such action pursuant to this clause (d) does not, in the good faith opinion of the Board of Directors of the Company (as evidenced by a Board Resolution) and the Trustee, adversely affect the interests of the Holders of Securities in any material respect; or (e) to evidence and provide for comply with 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 requirements of the provisions SEC in order to effect or maintain the qualification of this Indenture as shall be necessary to provide for or facilitate under the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Section 7.08; (f) to make any change that does not adversely affect the rights of any Holder; or (g) to provide for the issuance of and establish the form and terms and conditions of the Securities of any series, to establish the form of any certifications required to be furnished pursuant to the terms of this Trust Indenture or any series of Securities, or to add to the rights of the Holders of any series of SecuritiesAct. Upon the request of the Company Request, accompanied by a copy of a Board Resolution, certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to be in full force and effect on the date of the certificate, Resolution authorizing the execution of any such amended or supplemental indenture, and subject to and upon receipt by the Trustee of the documents described in Section 7.02 1201 hereof, the Trustee shall join with the Company in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Securities. Notwithstanding Section 9.02 of this Indenture, the Company and the Trustee may amend or supplement this Indenture or the Securities without the consent of any Holder of a Securityany Securities of any Series, the Company, each Guarantor, if any, and the Trustee for the Securities of any and all Series may, from time to time and at any time, enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the TIA), in form satisfactory to such Trustee, for one or more of the following purposes: (a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities of one or more Series, or any Guarantees endorsed thereon or attached thereto, any property or assets; (b) to evidence the succession of another Person entity to the Company, or successive successions, and the assumption by the successor Person entity of the covenants, agreements and obligations of the Company pursuant to Article 5 hereofor such Guarantor herein and in the Securities or the Guarantees of such Guarantor, as the case may be; (bc) to add to the covenants and/or Events of Default of the Company or any Guarantor such further covenants, restrictions or conditions for the protection restrictions, conditions, provisions and/or Events of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities stating that such covenants are expressly being included for the benefit of such series) Default as the Board of Directors, applicable Guarantor’s Board of Directors and the Trustee shall consider to be for the protection of the Holders of Securities of any or all Series and, if such Securitiesadditional covenants and/or Events of Default are to be for the benefit of less than all the Series of Securities stating that such covenants and/or Events of Default are being added solely for the benefit of such Series, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions restrictions, conditions or conditions a default or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forthforth (and if such additional Events of Default are to be for the benefit of less than all Series of the Securities stating that such Events of Default are being added solely for the benefit of such Series); provided, however, that in respect of any such additional covenant, restriction or condition restriction, condition, provision and/or Events of Default such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default an Event of Default or may limit the remedies available to the Trustee upon such default; (c) to provide for an Event of Default or may limit the issuance under this Indenture right of the Holders of a majority in aggregate principal amount of the Securities in coupon form (including Securities registrable as to principal only) and to provide for exchangeability of such Securities with the Securities issued hereunder in fully registered form and Series or any Guarantees endorsed thereon or attached thereto to make all appropriate changes for waive such purposean Event of Default; (d) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, ; or to make such other provisions in regard to matters or questions arising under this Indenture; provided that Indenture or under any such action supplemental indenture which shall not materially and adversely affect the interests legal rights of the Holders of the Securities; (e) to establish the form or terms of Securities of such Series and any Guarantees endorsed thereon or attached thereto, as permitted by Sections 2.01 and 2.02; (f) to evidence and provide for the acceptance of appointment hereunder by a successor trustee with respect to the Securities of one or more series Series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than the one trusteeTrustee, pursuant to the requirements of Section 7.08; (f) to make any change that does not adversely affect the rights of any Holder; or (g) to provide for the issuance of and establish the form and terms and conditions delete, modify or add any of the Securities provisions of this Indenture, provided that, except as otherwise contemplated by Section 2.02, any such deletion, modification or addition shall become effective only when there is no Security of any seriesSeries outstanding created prior thereto which is entitled to the benefit of such provision; (h) to add any Person as an additional Guarantor under this Indenture, to establish the form add additional Guarantees or additional Guarantors in respect of any certifications required outstanding Securities under this Indenture, or to be furnished pursuant to evidence the release and discharge of any Guarantor from its obligations under its Guarantees of any Securities and its obligations under this Indenture in respect of any Securities in accordance with the terms of this Indenture (none of which require existing Guarantors to execute such amendment); (i) to secure, or, if applicable, provide additional security for, any Securities or any series of SecuritiesGuarantees and to provide for matters relating thereto, or and to add to provide for the rights of the Holders release of any series of Securitiescollateral as security for any Securities or Guarantees; or (j) to amend or supplement any provision contained herein, which was required to be contained herein in order for this Indenture to be qualified under the TIA, if the TIA or regulations thereunder change what is so required to be included in qualified indentures, in any manner not inconsistent with what then may be required for such qualification. Upon the request of the Company accompanied by a copy resolution of a Board Resolution, certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the its Board of Directors and to be in full force and effect on the date of the certificate, authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 7.02(b) hereof, the Trustee shall will join with the Company and any Guarantors, as applicable, in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein containedcontained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, but the Trustee shall will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section may be executed without the consent of the Holders of any of the Securities at the time outstanding, notwithstanding any of the provisions of Section 9.02.

Without Consent of Holders of Securities. Notwithstanding Section 9.02 of this Indenture, the Company and the Trustee may amend or supplement this Indenture or the Securities without Without the consent of any Holder Holders of Securities, the Company, when authorized by a SecurityBoard Resolution, the Guarantor, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may amend this Indenture and the Securities to: (a) to evidence the succession of another Person to the Company, or successive successions, and the assumption by the successor Person of the covenants, agreements and obligations of the Company pursuant to Article 5 hereof; (b) to add to the covenants of the Company such further covenants, restrictions or conditions the Guarantor for the protection benefit of the Holders of all Securities; (b) surrender any right or any series power herein conferred upon the Company or the Guarantor; (c) make provision with respect to the conversion rights of Holders of Securities pursuant to Section 12.11 hereof; (and if such covenants are to be d) provide for the benefit assumption of less than all series of Securities stating that such covenants are expressly being included for the benefit of such series) as the Board of Directors and the Trustee shall consider Guarantor`s obligations to be for the protection of the Holders of such Securities, and to make Securities in the occurrence, or the occurrence and continuance, case of a default in any of such additional covenantsmerger, restrictions consolidation, combination, conveyance, sale, transfer or conditions a default or an Event of Default permitting lease pursuant to Article 6 hereof; (e) reduce the enforcement of all or any of the several remedies provided in this Indenture as herein set forthConversion Price; 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 reduction in the case Conversion Price shall not adversely affect the interest of the Holders of Securities (after taking into account tax and other defaultsconsequences of such reduction) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such defaultin any material respect; (cf) comply with the requirements of the SEC in order to provide for effect or maintain the issuance under qualification of this Indenture of Securities in coupon form (including Securities registrable as to principal only) and to provide for exchangeability of such Securities with under the Securities issued hereunder in fully registered form and to make all appropriate changes for such purposeTIA; (dg) make any changes or modifications to cure this Indenture necessary in connection with the registration of any ambiguity or to correct or supplement any provision contained herein or Securities under the Securities Act as contemplated in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenturethe Registration Rights Agreement; provided, or to make such other provisions in regard to matters or questions arising under this Indenture; provided however, that any such action shall pursuant to this clause (g) does not adversely affect the interests of the Holders of the SecuritiesSecurities in any material respect; (eh) to evidence and provide for the acceptance of appointment hereunder by a successor trustee cure any ambiguity, correct or supplement any provision herein which may be inconsistent with any other provision herein or which is otherwise defective, or make any other provisions with respect to matters or questions arising under this Indenture which the Securities of one Company and the Trustee may deem necessary or more series desirable and to add to or change any of which shall not be inconsistent with the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Section 7.08Indenture; (fi) add or modify any other provisions with respect to make any change matters or questions arising under this Indenture which the Company, the Guarantor and the Trustee may deem necessary or desirable and which shall not be inconsistent with the provisions of this Indenture, provided, however, that such action pursuant to this clause does not adversely affect the rights interests of the Holders of Securities in any Holdermaterial respect; (j) make provision for the establishment of a book-entry system in which Holders would have the option to participate for the clearance and settlement of transactions in Securities originally issued in definitive form; or (gk) to provide for the issuance of and establish the form and Add On Securities as permitted by Section 2.22, which will have terms and conditions of the Securities of any series, to establish the form of any certifications required to be furnished pursuant substantially identical to the terms of this Indenture or other Outstanding Securities except as specified in Section 2.22, and which will be treated, together with any series of other Outstanding Securities, or to add to the rights as a single issuance of the Holders of any series of Securities. Upon the request of the Company accompanied by a copy of a Board Resolution, certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to be in full force and effect on the date of the certificate, authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Company in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwisesecurities.

Without Consent of Holders of Securities. Notwithstanding Section 9.02 of this Indenturehereof, the Company Company, the Guarantors, if any, and the Trustee at any time and from time to time may amend or supplement this Indenture or the Securities enter into one or more indentures supplemental hereto without the consent of any Holder of a SecuritySecurity for any of the following purposes: (a) to evidence the succession of another Person to the Companycure any ambiguity, defect or successive successions, and the assumption by the successor Person of the covenants, agreements and obligations of the Company pursuant to Article 5 hereofinconsistency; (b) to add to the covenants of the Company such further covenants, restrictions or conditions for the protection of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities stating that such covenants are expressly being included for the benefit of such series) as the Board of Directors and the Trustee shall consider to be for the protection of the Holders of such Securities, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions or conditions a default or an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant, restriction or condition such supplemental indenture may provide for uncertificated Securities in addition to or in place of certificated Securities in a particular period of grace after default (which period may be shorter or longer than manner 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 defaultdoes not materially adversely affect any Holder; (c) to provide for the issuance under this Indenture assumption of Securities in coupon form (including Securities registrable as the Company’s or, if applicable, a Guarantor’s obligations to principal only) and to provide for exchangeability the Holders of such Securities with the Securities issued hereunder in fully registered form and or a series by a successor pursuant to make all appropriate changes for such purposeArticle 5 or 12 hereof; (d) to cure make any ambiguity change that would provide any additional rights or benefits to correct the Holders or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture; provided that any such action shall does not adversely affect the interests legal rights hereunder of the Holders of the Securitiesany Holder; (e) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; (f) to add a Guarantor with respect to Securities of any series; (g) to evidence and provide for the acceptance of appointment hereunder by a successor trustee Trustee with respect to the Securities of one or more series 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 trusteeTrustee, pursuant to the requirements of Section 7.087.08 hereof; (fh) to make mortgage, pledge, hypothecate or grant a security interest in favor of the Trustee for the benefit of the Holders of Securities of any series as additional security for the payment and performance of the Company’s or, if applicable, a Guarantor’s obligations herein in any property or assets; (i) to add to, change that does not adversely affect or eliminate any of the provisions of this Indenture (which addition, change or elimination may apply to one or more series of Securities), provided that, any such addition, change or elimination (A) shall neither (i) apply to any Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor (ii) modify the rights of the Holder of any Holdersuch Security with respect to such provision or (B) shall become effective only when there is no such outstanding Security; or (gj) to provide for the issuance of and establish the form and terms and conditions of the Securities of any seriesseries permitted by Sections 2.01 and 2.03(a) hereof, to establish the form of any certifications required to be furnished pursuant to the terms of this Indenture or any series of Securities, or to add to the rights of the Holders of any series of Securitiesrespectively. Upon the request of the Company accompanied by a copy of a Board Resolution, certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to be in full force and effect on the date of the certificate, Resolution authorizing the execution of any such amended or supplemental indentureIndenture, and upon receipt by the Trustee of the documents described in Section Sections 7.02 and 9.06 hereof, the Trustee shall join with the Company and, if applicable, the Guarantors in the execution of any amended or supplemental indenture Indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental indenture Indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Securities. Notwithstanding Section 9.02 of this Indenture, the Company Issuer, the Guarantors and the Trustee may amend or supplement this Indenture Indenture, the Securities Guarantees or the Securities without the consent of any Holder of a Security: (a1) to evidence the succession of another Person to the Companycure any ambiguity, defect or successive successions, and the assumption by the successor Person of the covenants, agreements and obligations of the Company pursuant to Article 5 hereofinconsistency; (b2) to provide for uncertificated Securities in addition to or in place of certificated Securities; (3) to provide for the assumption of the Issuer’s obligations to Holders of Securities in the case of a merger or consolidation or sale, assignment, transfer, conveyance, lease or other disposition of all or substantially all of the assets of the Issuer and its Subsidiaries, taken as a whole; (4) to add to the covenants of the Company such further covenants, restrictions or conditions Issuer for the protection 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 Securities, stating that such covenants are expressly being included solely for the benefit of such that series) as or to surrender any right or power herein conferred upon the Board Issuer; (5) to add any additional Events of Directors Default for the benefit of the Holders of all or any series of Securities (and the Trustee shall consider if such Events of Default are to be for the protection benefit of the Holders less than all series of such Securities, and to make the occurrence, or the occurrence and continuance, of a default in any of stating that such additional covenants, restrictions or conditions a default or an Event Events of Default permitting are expressly being included solely for the enforcement benefit of all or any of the several remedies provided in this Indenture as herein set forththat series); provided, however, that in respect of any such additional covenant, restriction or condition Events of Default such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the Holders of a majority in aggregate principal amount of that or those series of Securities to which such additional Events of Default apply to waive such default; (c6) to provide for change or eliminate any of the issuance under this Indenture provisions of Securities in coupon form (including Securities registrable as to principal only) and to provide for exchangeability of such Securities with the Securities issued hereunder in fully registered form and to make all appropriate changes for such purpose; (d) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture; , provided that any such action change or elimination shall not adversely affect become effective only when there is no Security Outstanding of any series created prior to the interests execution of such supplemental indenture which is entitled to the Holders benefit of the Securitiessuch provision; (e7) to establish the form or terms of Securities of any series as permitted by Sections 2.01 and 2.02, including the provisions and procedures relating to Securities exchangeable for the Parent’s Common Stock; (8) to evidence and provide for the acceptance of appointment hereunder by a successor trustee Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Section 7.08Trustee; (f9) to evidence the succession of another entity to the Issuer and the assumption by the successor of the covenants of the Issuer contained in this Indenture; (10) to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Securities pursuant to Sections 8.02, 8.03 and 11.01, provided that any such action shall not adversely affect the interests of the Holders of Securities of that series or any other series of Securities in any material respect; (11) to add additional Securities Guarantees with respect to the Securities; (12) to secure the Securities; (13) to make any other change that would provide any additional rights or benefits to the Holders of Securities or that does not adversely affect the legal rights under this Indenture of any such Holder; or (g14) to provide for the issuance of and establish the form and terms and conditions comply with requirements of the Securities of any series, Commission in order to establish effect or maintain the form of any certifications required to be furnished pursuant to the terms qualification of this Indenture or any series of Securities, or to add to under the rights of the Holders of any series of Securities. Upon the request of the Company accompanied by a copy of a Board Resolution, certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to be in full force and effect on the date of the certificate, authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Company in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwiseTIA.

Without Consent of Holders of Securities. Notwithstanding Section 9.02 of this Indenture, the Company Company, a Subsidiary Guarantor (with respect to a Subsidiary Guarantee or the Indenture to which it is a party) and the Trustee may amend or supplement this Indenture Indenture, the Securities or the Securities Subsidiary Guarantees without the consent of any Holder of a Security: (a) to evidence the succession of another Person to the Companycure any ambiguity, defect or successive successions, and the assumption by the successor Person of the covenants, agreements and obligations of the Company pursuant to Article 5 hereofinconsistency; (b) to add to provide for the covenants assumption of the Company such further covenants, restrictions Company's or conditions for the protection of the any Subsidiary Guarantor's obligations to Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities stating that such covenants are expressly being included for the benefit of such series) as the Board of Directors and the Trustee shall consider to be for the protection of the Holders of such Securities, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions or conditions a default or an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; 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) a merger or may provide for an immediate enforcement upon such default or may limit the remedies available consolidation pursuant to the Trustee upon such defaultArticle 5 hereof, as applicable; (c) to provide for modify the issuance under provisions in Article 11 of this Indenture with respect to the subordination of Securities outstanding securities of any series in coupon form (including Securities registrable as a manner not adverse to principal only) and to provide for exchangeability of such Securities with the Securities issued hereunder in fully registered form and to make all appropriate changes for such purposeHolders thereof; (d) to cure make any ambiguity change that would provide any additional rights or benefits to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture; provided that any such action shall not adversely affect the interests of the Holders of the Securities; (e) to evidence and provide for the acceptance of appointment hereunder by a successor trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Section 7.08; (f) to make any change that does not adversely affect the legal rights hereunder of any such Holder; or (ge) to provide for comply with the issuance of and establish the form and terms and conditions requirements of the Securities of any series, SEC in order to establish effect or maintain the form of any certifications required to be furnished pursuant to the terms qualification of this Indenture or any series of Securities, under the TIA or to add allow any Subsidiary Guarantor to guarantee the rights of the Holders of any series of Securities. Upon the request of the Company accompanied by a copy resolution of a Board Resolution, certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to be in full force and effect on the date of the certificateCompany or a Subsidiary Guarantor, as applicable, authorizing the execution of any such amended or supplemental indentureIndenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Company or such Subsidiary Guarantor in the execution of any amended or supplemental indenture Indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental indenture Indenture or Subsidiary Guarantee that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Securities. Notwithstanding Section 9.02 of this 8.02 hereof, the Company, or any Guarantor, with respect to its Subsidiary Guarantee or the Indenture, the Company and the Trustee may amend or supplement this the Indenture or the Securities or any Subsidiary Guarantee without the consent of any Holder of a SecuritySecurities: (a) to evidence the succession of another Person to the Companycure any ambiguity, defect or successive successions, and the assumption by the successor Person of the covenants, agreements and obligations of the Company pursuant to Article 5 hereofinconsistency; (b) to add to the covenants of the Company such further covenants, restrictions or conditions for the protection of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities stating that such covenants are expressly being included for the benefit of such series) as the Board of Directors and the Trustee shall consider to be for the protection of the Holders of such Securities, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions or conditions a default or an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant, restriction or condition such supplemental indenture may provide for a particular period uncertificated Securities in addition to or in place 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 defaultcertificated Securities; (c) to provide for the issuance under this Indenture assumption of the Company's obligations to the Holders of the Securities in coupon form (including Securities registrable as to principal only) and to provide for exchangeability the case of such Securities with a merger or consolidation or sale of all or substantially all of the Securities issued hereunder in fully registered form and to make all appropriate changes for such purposeCompany's assets; (d) to cure make any ambiguity change that would provide any additional rights or benefits to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture; provided that any such action shall not adversely affect the interests of the Holders of the Securities; (e) to evidence and provide , including providing for the acceptance of appointment hereunder by a successor trustee with respect to the Securities of one additional Subsidiary Guarantees, or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Section 7.08; (f) to make any change that does not adversely affect the legal rights under the Indenture of any such Holder; or (ge) to provide for the issuance of and establish the form and terms and conditions comply with requirements of the Securities of any series, Commission in order to establish effect or maintain the form of any certifications required to be furnished pursuant to the terms of this Indenture or any series of Securities, or to add to the rights qualification of the Holders of any series of SecuritiesIndenture under the TIA. Upon the request of the Company accompanied by a copy resolution of a Board Resolution, certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the its Board of Directors and to be in full force and effect on the date of the certificate, authorizing the execution of any such amended or supplemental indentureIndenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof11.03 of the Original Indenture, the Trustee shall join with the Company in the execution of any amended or supplemental indenture Indenture authorized or permitted by the terms of this the Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental indenture Indenture that affects its own rights, duties or immunities under this the Indenture or otherwise. Section 11.01 of the Original Indenture shall not apply to the Securities.

Without Consent of Holders of Securities. Notwithstanding Section 9.02 of this Indenture, the Company and the Trustee may amend or supplement this Indenture or the Securities without Without the consent of any Holder Holders of Securities, the Company, when authorized by a SecurityBoard Resolution, and the Trustee, at any time and from time to time, may amend this Indenture and the Securities to: (a) to evidence the succession of another Person to the Company, or successive successions, and the assumption by the successor Person of the covenants, agreements and obligations of the Company pursuant to Article 5 hereof; (b) to add to the covenants of the Company such further covenants, restrictions or conditions for the protection benefit of the Holders of Securities; (b) surrender any right or power herein conferred upon the Company; (c) provide for conversion rights of Holders of Securities if any reclassification or change of the Company's Common Stock or any consolidation, merger or sale of all or any series substantially all of Securities the Company's assets occurs; (and if such covenants are to be d) provide for the benefit assumption of less than all series of Securities stating that such covenants are expressly being included for the benefit of such series) as the Board of Directors and the Trustee shall consider Company's obligations to be for the protection of the Holders of such Securities, and to make Securities in the occurrence, or the occurrence and continuance, case of a default in any of such additional covenantsmerger, restrictions consolidation, conveyance, transfer or conditions a default or an Event of Default permitting lease pursuant to Article 6 hereof; (e) reduce the enforcement of all or any of the several remedies provided in this Indenture as herein set forthConversion Price; 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 reduction in the case Conversion Price shall not adversely affect the interest of the Holders of Securities (after taking into account tax and other defaults) or may provide for an immediate enforcement upon consequences of such default or may limit the remedies available to the Trustee upon such defaultreduction); (cf) comply with the requirements of the Commission in order to provide for effect or maintain the issuance under qualification of this Indenture of Securities in coupon form (including Securities registrable as to principal only) and to provide for exchangeability of such Securities with under the Securities issued hereunder in fully registered form and to make all appropriate changes for such purposeTIA; (dg) to establish the forms or terms of Securities of any series as permitted by Section 2.01; (h) cure any ambiguity or ambiguity, to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenturewhich is otherwise defective, or to make such any other provisions in regard with respect to matters or questions arising under this Indenture which the Company may deem necessary or desirable and which shall not be inconsistent with the provisions of this Indenture; provided provided, however, that any such action shall pursuant to this clause (h) does not, in the good faith opinion of the Board of Directors of the Company (as evidenced by a Board Resolution), adversely affect the interests of the Holders of Securities in any material respect; and (i) add or modify any other provisions herein with respect to matters or questions arising hereunder which the Company and the Trustee may deem necessary or desirable and which will not adversely affect the interests of the Holders of the Securities; (e) to evidence and provide for the acceptance of appointment hereunder by a successor trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Section 7.08; (f) to make any change that does not adversely affect the rights of any Holder; or (g) to provide for the issuance of and establish the form and terms and conditions of the Securities of any series, to establish the form of any certifications required to be furnished pursuant to the terms of this Indenture or any series of Securities, or to add to the rights of the Holders of any series of Securities. Upon the request of the Company accompanied by a copy of a Board Resolution, certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to be in full force and effect on the date of the certificate, authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Company in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Securities. Notwithstanding Section 9.02 of this Indenture, the Company and the Trustee may amend or supplement this Indenture or the Securities without Without the consent of any Holder Holders of Securities, the Company, when authorized by a SecurityBoard Resolution, and the Trustee, at any time and from time to time, may amend this Indenture and the Securities to: (a) to evidence the succession of another Person to the Company, or successive successions, and the assumption by the successor Person of the covenants, agreements and obligations of the Company pursuant to Article 5 hereof; (b) to add to the covenants of the Company such further covenants, restrictions or conditions for the protection benefit of the Holders of all Securities; (b) surrender any right or any series power herein conferred upon the Company; (c) make provision with respect to the conversion rights of Holders of Securities pursuant to Section 12.11 hereof; (and if such covenants are to be d) provide for the benefit assumption of less than all series of Securities stating that such covenants are expressly being included for the benefit of such series) as the Board of Directors and the Trustee shall consider Company’s obligations to be for the protection of the Holders of such Securities, and to make Securities in the occurrence, or the occurrence and continuance, case of a default in any of such additional covenantsmerger, restrictions consolidation, conveyance, transfer or conditions a default or an Event of Default permitting lease pursuant to Article 6 hereof; (e) increase the enforcement of all or any of the several remedies provided in this Indenture as herein set forthConversion Rate; 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 increase in the case Conversion Rate shall not adversely affect the interest of the Holders of Securities (after taking into account tax and other defaultsconsequences of such increase) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such defaultin any material respect; (cf) comply with the requirements of the SEC in order to provide for effect or maintain the issuance under qualification of this Indenture of Securities in coupon form (including Securities registrable as to principal only) and to provide for exchangeability of such Securities with under the Securities issued hereunder in fully registered form and to make all appropriate changes for such purposeTIA; (dg) to cure any ambiguity or to ambiguity, 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 indenturewhich is otherwise defective, or to make such any other provisions in regard with respect to matters or questions arising under this Indenture which the Company and the Trustee may deem necessary or desirable and which shall not be inconsistent with the provisions of this Indenture; provided provided, however, that any such action pursuant to this clause (g) does not, in the good faith opinion of the Board of Directors and the Trustee, adversely affect the interests of the Holders of Securities in any material respect; or (h) add or modify any other provisions with respect to matters or questions arising under this Indenture which the Company and the Trustee may deem necessary or desirable and which shall not be inconsistent with the provisions of this Indenture, provided, however, that such action pursuant to this clause (h) does not adversely affect the interests of the Holders of the Securities; (e) 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 in any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Section 7.08; (f) to make any change that does not adversely affect the rights of any Holder; or (g) to provide for the issuance of and establish the form and terms and conditions of the Securities of any series, to establish the form of any certifications required to be furnished pursuant to the terms of this Indenture or any series of Securities, or to add to the rights of the Holders of any series of Securities. Upon the request of the Company accompanied by a copy of a Board Resolution, certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to be in full force and effect on the date of the certificate, authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Company in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwisematerial respect.

Without Consent of Holders of Securities. Notwithstanding Section 9.02 of this Indenture, the Company Company, a Subsidiary Guarantor (with respect to a Subsidiary Guarantee or the Indenture to which it is a party) and the Trustee may amend or supplement this Indenture Indenture, the Securities or the Securities Subsidiary Guarantees without the consent of any Holder of a Security: (a) to evidence the succession of another Person to the Companycure any ambiguity, defect or successive successions, and the assumption by the successor Person of the covenants, agreements and obligations of the Company pursuant to Article 5 hereofinconsistency; (b) to add to provide for the covenants assumption of the Company such further covenants, restrictions Company's or conditions for the protection of the any Subsidiary Guarantor's obligations to Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities stating that such covenants are expressly being included for the benefit of such series) as the Board of Directors and the Trustee shall consider to be for the protection of the Holders of such Securities, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions or conditions a default or an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; 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) a merger or may provide for an immediate enforcement upon such default or may limit the remedies available consolidation pursuant to the Trustee upon such defaultArticle 5 hereof, as applicable; (c) to make any change that would provide for the issuance under this Indenture of Securities in coupon form (including Securities registrable as any additional rights or benefits to principal only) and to provide for exchangeability of such Securities with the Securities issued hereunder in fully registered form and to make all appropriate changes for such purpose; (d) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture; provided that any such action shall not adversely affect the interests of the Holders of the Securities; (e) to evidence and provide for the acceptance of appointment hereunder by a successor trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Section 7.08; (f) to make any change that does not adversely affect the legal rights hereunder of any such Holder; or (gd) to provide for comply with the issuance of and establish the form and terms and conditions requirements of the Securities of any series, SEC in order to establish effect or maintain the form of any certifications required to be furnished pursuant to the terms qualification of this Indenture or any series of Securities, under the TIA or to add allow any Subsidiary Guarantor to guarantee the rights of the Holders of any series of Securities. Upon the request of the Company accompanied by a copy resolution of a Board Resolution, certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to be in full force and effect on the date of the certificateCompany or a Subsidiary Guarantor, as applicable, authorizing the execution of any such amended or supplemental indentureIndenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Company or such Subsidiary Guarantor in the execution of any amended or supplemental indenture Indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental indenture Indenture or Subsidiary Guarantee that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Securities. Notwithstanding Section 9.02 9.2 of this Indenture, the Company and the Trustee may amend from time to time and at any time enter into one or supplement this Indenture or the Securities more indentures supplemental hereto without the consent of any Holder of a Security, for one or more of the following purposes: (a) to evidence the succession of another Person to the Companycure any ambiguity, defect or successive successions, and the assumption by the successor Person of the covenants, agreements and obligations of the Company pursuant to Article 5 hereofinconsistency; (b) to add to the covenants of the Company such further covenants, restrictions or conditions for the protection of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities stating that such covenants are expressly being included for the benefit of such series) as the Board of Directors and the Trustee shall consider to be for the protection of the Holders of such Securities, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions or conditions a default or an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant, restriction or condition such supplemental indenture may provide for uncertificated Securities in addition to or in place of Definitive Securities or to alter the provisions of Article II hereof (including the related definitions) in a particular period of grace after default (which period may be shorter or longer than manner 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 defaultdoes not adversely affect any Holder; (c) to provide for the issuance under this Indenture assumption of Securities in coupon form (including Securities registrable as the Company’s obligations to principal only) and to provide for exchangeability the Holders of such Securities with the Securities issued hereunder in fully registered form and by a successor to make all appropriate changes for such purposethe Company pursuant to Article V hereof; (d) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in conform the text of this Indenture, any supplemental indenture, if applicable, or the Securities of any series to make any provision of set forth in a prospectus supplement applicable to the Securities of such other series , provided that any such action will not adversely affect the interests of any Holder of a Security of such series in any material respect ; (e) to supplement any of the provisions in regard of this Indenture to matters such extent as shall be necessary to permit or questions arising under this Indenture; facilitate the defeasance and discharge of any Security of any series pursuant to Article VIII, provided that any such action shall not adversely affect the interests of any Holder of a Security of such series in any material respect; (f) to make any change that would provide any additional rights or benefits to the Holders of the SecuritiesSecurities of any series; (eg) to make any change that is not inconsistent with this Indenture and does not adversely affect the legal rights hereunder of any Holder of a Security of such series; (h) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; (i) to establish the form and terms of Securities of any series as permitted by Section 2.1, or to authorize the issuance of additional Securities of a series previously authorized or to add to the conditions, limitations or restrictions on the authorized amount, terms or purpose of issue, authentication or delivery of the Securities of any series, as herein set forth, or other conditions, limitations or restrictions thereafter to be observed ; or (j) to evidence and provide for the acceptance of appointment hereunder by a successor trustee Trustee with respect to the Securities of one or more series 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 trusteeseries, pursuant to the requirements of Section 7.08; (f) to make any change that does not adversely affect the rights of any Holder; or (g) to provide for the issuance of and establish the form and terms and conditions of the Securities of any series, to establish the form of any certifications required to be furnished pursuant to the terms of this Indenture or any series of Securities, or to add to the rights of the Holders of any series of SecuritiesIndenture. Upon the request of the Company accompanied by a copy of a Board Resolution, certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to be in full force and effect on the date of the certificate, Resolution authorizing the execution of any such amended or supplemental indentureIndenture, and upon receipt by the Trustee of the documents described in Section 7.02 Sections 7.2 and 9.6 hereof, the Trustee shall join with the Company in the execution of any amended or supplemental indenture Indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental indenture Indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Securities. Notwithstanding Section 9.02 of this Indenturehereof, the Company Company, the Guarantors and the Trustee may amend or supplement this Indenture Indenture, the Guarantees or the Securities without the consent of any Holder of a SecurityNote: (a) to evidence the succession of another Person to the Companycure any ambiguity, defect or successive successions, and the assumption by the successor Person of the covenants, agreements and obligations of the Company pursuant to Article 5 hereofinconsistency; (b) to add to the covenants of the Company such further covenants, restrictions or conditions for the protection of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities stating that such covenants are expressly being included for the benefit of such series) as the Board of Directors and the Trustee shall consider to be for the protection of the Holders of such Securities, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions or conditions a default or an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant, restriction or condition such supplemental indenture may provide for uncertificated Securities in addition to or in place of certificated Securities or to alter the provisions of Article 2 hereof (including the related definitions) in a particular period of grace after default (which period may be shorter or longer than manner 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 defaultdoes not materially adversely affect any Holder; (c) to provide for the issuance under this Indenture assumption of Securities in coupon form (including Securities registrable as the Company's or any Guarantor's obligations to principal only) and to provide for exchangeability the Holders of such Securities with the Securities issued hereunder in fully registered form and by a successor to make all appropriate changes for such purposethe Company or a Guarantor pursuant to Article 5 or Article 10 hereof; (d) to cure make any ambiguity change that would provide any additional rights or benefits to correct the Holders of the Securities or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture; provided that any such action shall does not adversely affect the interests legal rights hereunder of any Holder of a Note, in the good faith judgment of the Holders Board of Directors; (e) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; (f) to allow any Guarantor to execute a supplemental indenture and/or a Guarantee with respect to the Securities; (eg) to add to, change or eliminate any of the provisions of this Indenture in respect of 87 87 one or more series of Securities, provided that any such addition, change or elimination (A) shall neither (i) apply to any Note of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor (ii) modify the rights of the Holder of any such Note with respect to such provision or (B) shall become effective only when there is no such Note outstanding; (h) to establish the form or terms of Securities of any series as permitted by Article 2; (i) to evidence and provide for the acceptance of appointment hereunder by a successor trustee Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Section 7.08; (f) to make any change that does not adversely affect the rights of any Holder; or (g) to provide for the issuance of and establish the form and terms and conditions of the Securities of any series, to establish the form of any certifications required to be furnished pursuant to the terms of this Indenture or any series of Securities, or to add to the rights of the Holders of any series of SecuritiesTrustee. Upon the request of the Company accompanied by a copy resolution of a Board Resolution, certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the its Board of Directors and to be in full force and effect on the date of the certificate, authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Company and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Securities. Notwithstanding Section 9.02 of this Indenture, the Company and the Trustee may amend or supplement this Indenture or the any Series of Securities without the consent of any Holder of a SecuritySecurities: (a1) to evidence the succession of another Person to the Company, Company or successive successions, a Guarantor and the assumption by the any such successor Person of the covenants, agreements and obligations covenants of the Company pursuant to Article 5 hereofor such Guarantor herein, in any Security Guarantee and in the Securities contained; provided that such succession is otherwise in compliance with this Indenture and applicable law; (b2) to add to the covenants of the Company such further covenants, restrictions or conditions any Guarantor for the protection benefit of the Holders of all or any series Series of Securities (and and, if such covenants are to be for the benefit of less than all series Series of Securities Securities, stating that such covenants are expressly being included solely for the benefit of such seriesSeries) as or to surrender any right or power herein conferred upon the Board Company or any Guarantor; (3) to add any additional Events of Directors Default for the benefit of the Holders of all or any Series of Securities (and the Trustee shall consider if such Events of Default are to be for the protection benefit of less than all Series of Securities, stating that such Events of Default are expressly being included solely for the Holders benefit of such Securities, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions or conditions a default or an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forthSeries); provided, however, that in respect of any such additional covenant, restriction or condition Events of Default such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the Holders of a majority in aggregate principal amount of that or those Series of Securities to which such additional Events of Default apply to waive such default; (c4) to provide for permit or facilitate the issuance under this Indenture of Securities in coupon form (including Securities registrable as to principal only) and to provide for exchangeability of such Securities with the Securities issued hereunder in fully registered form and to make all appropriate changes for such purpose; (d) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indentureuncertificated form, or to make such other provisions in regard to matters or questions arising under this Indenture; provided that any such action shall not adversely affect the interests interest of the Holders of the SecuritiesSecurities of any Series in any material respect; (e5) to add to, change or eliminate any of the provisions of this Indenture or any Guarantee in respect of any Series of Securities, provided that any such addition, change or elimination shall (i) neither (A) apply to any Security of any Series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision, nor (B) modify the rights of the Holder of any such Security with respect to such provision; or (ii) become effective only when there is no Security Outstanding; (6) to secure the Securities of any Series; (7) to establish the form or terms of Securities of any Series as permitted by Sections 2.01 and 2.02, including the provisions and procedures relating to Securities convertible into or exchangeable for other securities or property of the Company; (8) to evidence and provide for the acceptance of appointment hereunder by a successor trustee Trustee with respect to the Securities of one or more series Series and to add to or change any of the provisions of this the Indenture or any Guarantee as shall be reasonable and necessary solely to provide for or facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Section 7.08Trustee; provided that such succession is otherwise in compliance with this Indenture and applicable law; (f9) to cure any ambiguity, defect or inconsistency; (10) to provide for uncertificated Securities in addition to or in place of certificated Securities or to alter the provisions of Article 2 hereof (including the related definitions) in a manner that does not materially adversely affect any Holder of any Series of Securities; (11) to provide for the assumption of the Company’s obligations to the Holders of each Series of Securities by a successor to the Company pursuant to Article 5 hereof; (12) to make any change that would provide any additional rights or benefits to the Holders of each Series of Securities or that does not adversely affect the legal rights hereunder of any HolderHolder of any Series of Securities; or (g13) to provide for the issuance of and establish the form and terms and conditions comply with requirements of the Securities of any series, SEC in order to establish effect or maintain the form of any certifications required to be furnished pursuant to the terms qualification of this Indenture or any series of Securities, or to add to under the rights of the Holders of any series of SecuritiesTIA. Upon the request of the Company accompanied by a copy resolution of a Board Resolution, certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to be in full force and effect on the date of the certificate, authorizing the execution of any such amended or supplemental indentureIndenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall will join with the Company in the execution of any amended or supplemental indenture Indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall will not be obligated to enter into such amended or supplemental indenture Indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Securities. Notwithstanding Section 9.02 of this Indenture, the Company and the Trustee may amend or supplement this Indenture or the Securities without the consent of any Holder of a Security: (a) to evidence the succession of another Person to the Company, or successive successions, and the assumption by the successor Person of the covenants, agreements and obligations of the Company pursuant to Article 5 hereof; (b) to add to the covenants of the Company such further covenants, restrictions or conditions for the protection of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities stating that such covenants are expressly being included for the benefit of such series) as the Board of Directors and the Trustee shall consider to be for the protection of the Holders of such Securities, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions or conditions a default or an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; providedPROVIDED, howeverHOWEVER, that in respect of any such additional covenant, restriction or condition such supplemental indenture 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; (c) to provide for the issuance under this Indenture of Securities in coupon form (including Securities registrable as to principal only) and to provide for exchangeability of such Securities with the Securities issued hereunder in fully registered form and to make all appropriate changes for such purpose; (d) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture; provided PROVIDED that any such action shall not adversely affect in any material respect the interests of the Holders of the Securities; (e) to evidence and provide for the acceptance of appointment hereunder by a successor trustee Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Section 7.08;; 41 (f) to make any change that does not adversely affect in any material respect the rights interests of any Holder; or; (g) to provide for the issuance of and establish the form and terms and conditions of the Securities of any series, to establish the form of any certifications required to be furnished pursuant to the terms of this Indenture or any series of Securities, Securities or to add to the rights of the Holders of any series of Securities; or (h) to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the TIA. Upon the request of the Company accompanied by a copy of a Board Resolution, certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to be in full force and effect on the date of the certificate, authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 Sections 7.02(b), 9.06 and 12.05 hereof, the Trustee shall join with the Company in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Securities. Notwithstanding Section 9.02 of this Indenture, the Company and the Trustee may amend or supplement this Indenture or the Securities without Without the consent of any Holder Holders of Securities, the Company, when authorized by a SecurityBoard Resolution, and the Trustee, at any time and from time to time, may amend this Indenture and the Securities to: (a) to evidence the succession of another Person to the Company, or successive successions, and the assumption by the successor Person of the covenants, agreements and obligations of the Company pursuant to Article 5 hereof; (b) to add to the covenants of the Company such further covenants, restrictions or conditions for the protection benefit of the Holders of all Securities; (b) surrender any right or any series of Securities (and if such covenants are to be for power herein conferred upon the benefit of less than all series of Securities stating that such covenants are expressly being included for the benefit of such series) as the Board of Directors and the Trustee shall consider to be for the protection of the Holders of such Securities, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions or conditions a default or an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; 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 defaultCompany; (c) make provision with respect to provide for the issuance under this Indenture conversion rights of Holders of Securities in coupon form (including Securities registrable as pursuant to principal only) and to provide for exchangeability of such Securities with the Securities issued hereunder in fully registered form and to make all appropriate changes for such purposeSection 12.11 hereof; (d) provide for the assumption of the Company’s obligations to cure any ambiguity the Holders of Securities in the case of a merger, consolidation, conveyance, transfer or lease pursuant to correct or supplement any provision contained herein or Article 6 hereof; (e) reduce the Conversion Price; provided, that such reduction in the Conversion Price shall not adversely affect the interest of the Holders of Securities (after taking into account tax and other consequences of such reduction) in any supplemental indenture which material respect; provided further that the Company may be defective not voluntarily reduce the Conversion Price if such reduction shall result in the issuance, upon exchange of all Securities, of a number of shares of Common Stock in excess of the thresholds requiring stockholder approval under the rules of the Nasdaq National Market or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions United States securities exchange on which the Common Stock is traded, unless the Company shall have, prior to such reduction in regard to matters or questions arising under this Indenture; provided that the Conversion Price, obtained any such required stockholder approval; (f) comply with the requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; (g) make any changes or modifications to this Indenture necessary in connection with the registration of any Securities under the Securities Act as contemplated in the Registration Rights Agreement, provided, that such action shall pursuant to this clause (g) does not adversely affect the interests of the Holders of the SecuritiesSecurities in any material respect; (eh) establish the forms or terms of Securities of any series as permitted by Section 2.01; (i) cure any ambiguity, to evidence and provide for the acceptance of appointment hereunder by a successor trustee correct or supplement any provision herein which may be inconsistent with any other provision herein or which is otherwise defective, or to make any other provisions with respect to matters or questions arising under this Indenture which the Securities of one Company and the Trustee may deem necessary or more series desirable and to add to or change any of which shall not be inconsistent with the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trusteeIndenture, provided, that such action pursuant to the requirements of Section 7.08; this clause (fi) to make any change that does not adversely affect the rights interests of the Holders of Securities in any Holdermaterial respect; (j) add or modify any other provisions with respect to matters or questions arising under this Indenture which the Company and the Trustee may deem necessary or desirable and which shall not be inconsistent with the provisions of this Indenture, provided that such action pursuant to this clause (j) does not adversely affect the interests of the Holders of Securities in any material respect; (k) make provision for the establishment of a book-entry system, in which Holders would have the option to participate, for the clearance and settlement of transactions in Securities originally issued in definitive form; (l) provide for uncertificated notes in addition to or in place of certificated notes; or (gm) to provide for modify the issuance of and establish the form and terms and conditions provisions of the Securities of Indenture relating to the Pledge Agreement or any seriestransactions contemplated thereby, to establish the form of any certifications required to be furnished provided that such action pursuant to this clause (m) does not adversely affect the terms of this Indenture or any series of Securities, or to add to the rights interests of the Holders of Securities in any series of Securities. Upon the request of the Company accompanied by a copy of a Board Resolution, certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to be in full force and effect on the date of the certificate, authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Company in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwisematerial respect.

Without Consent of Holders of Securities. Notwithstanding Section 9.02 of this Indenturehereof, the Company and the Trustee may amend or supplement this Indenture or the Securities any Note Document without the consent of any Holder of a SecurityHolder: (a1) to evidence the succession of another Person to the Companycure any ambiguity, defect or successive successions, and the assumption by the successor Person of the covenants, agreements and obligations of the Company pursuant to Article 5 hereofinconsistency; (b2) to add to the covenants of the Company such further covenants, restrictions or conditions for the protection of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities stating that such covenants are expressly being included for the benefit of such series) as the Board of Directors and the Trustee shall consider to be for the protection of the Holders of such Securities, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions or conditions a default or an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant, restriction or condition such supplemental indenture may provide for a particular period uncertificated Securities in addition to or in place 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 defaultcertificated Securities; (c3) to provide for the issuance assumption of the Company’s or, if any, a Subsidiary Guarantor’s obligations to Holders in the case of a merger or consolidation or sale of all or substantially all of the Company’s or such, if any, Subsidiary Guarantor’s assets pursuant to Article 5 of this Indenture (if applicable); (4) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under this Indenture of Securities in coupon form (including Securities registrable as to principal only) and to provide for exchangeability of any such Securities with the Securities issued hereunder in fully registered form and to make all appropriate changes for such purposeHolder; (d5) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent comply with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture; provided that any such action shall not adversely affect the interests requirements of the Holders SEC in order to effect or maintain the qualification of this Indenture under the SecuritiesTIA; (e6) to evidence and provide for the acceptance and appointment under this Indenture of appointment hereunder by a successor trustee 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, Series pursuant to the requirements of Section 7.08thereof; (f) to make any change that does not adversely affect the rights of any Holder; or (g7) to provide for the issuance of and establish the form and terms and conditions of the Securities of any series, Series in accordance with the limitations set forth in this Indenture; (8) to establish the form of allow any certifications required Subsidiary Guarantor to be furnished pursuant execute a supplemental indenture and/or a Subsidiary Guarantee with respect to the terms Securities; (9) to make, complete or confirm any grant of this Indenture Collateral permitted or required by any series of Securities, or to add to the rights of the Holders of Note Documents; (10) to release, discharge, terminate or subordinate Liens on Collateral in accordance with the Note Documents; and to confirm and evidence any series of Securitiessuch release, discharge, termination or subordination; or (11) as provided in Section 12.03(c) and Section 12.03(e) and in the Collateral Trust Agreement. Upon the request of the Company Company, accompanied by a copy resolution of a Board Resolution, certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the its Board of Directors and to be in full force and effect on the date of the certificate, authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, 11.02 and Section 9.05 hereof the Trustee shall join with the Company and any Subsidiary Guarantors in the execution of any amended or supplemental indenture or any other amendment of or supplement to any Note Document authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to (but may, in its sole discretion) enter into such amended or supplemental indenture or any other amendment of or supplement to any Note Document that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Securities. Notwithstanding Section 9.02 of this Indenturehereof, the Company Company, the Guarantors, if any, and the Trustee at any time and from time to time may amend or supplement this Indenture or the Securities enter into one or more indentures supplemental hereto without the consent of any Holder of a SecuritySecurity for any of the following purposes: (a) to evidence the succession of another Person to the Companycure any ambiguity, defect or successive successions, and the assumption by the successor Person of the covenants, agreements and obligations of the Company pursuant to Article 5 hereofinconsistency; (b) to add to the covenants of the Company such further covenants, restrictions or conditions for the protection of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities stating that such covenants are expressly being included for the benefit of such series) as the Board of Directors and the Trustee shall consider to be for the protection of the Holders of such Securities, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions or conditions a default or an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant, restriction or condition such supplemental indenture may provide for uncertificated Securities in addition to or in place of certificated Securities in a particular period of grace after default (which period may be shorter or longer than manner 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 defaultdoes not materially adversely affect any Holder; (c) to provide for the issuance under this Indenture assumption of Securities in coupon form (including Securities registrable as the Company's or, if applicable, a Guarantor's obligations to principal only) and to provide for exchangeability the Holders of such Securities with the Securities issued hereunder in fully registered form and or a series by a successor pursuant to make all appropriate changes for such purposeArticle 5 or 11 hereof; (d) to cure make any ambiguity change that would provide any additional rights or benefits to correct the Holders or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture; provided that any such action shall does not adversely affect the interests Legal rights hereunder of the Holders of the Securitiesany Holder; (e) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; (f) to add a Guarantor with respect to Securities of any series; (g) to evidence and provide for the acceptance of appointment hereunder by a successor trustee Trustee with respect to the Securities of one or more series 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 trusteeTrustee, pursuant to the requirements of Section 7.087.08 hereof; (fh) to make mortgage, pledge, hypothecate or grant a security interest in favor of the Trustee for the benefit of the Holders of Securities of any series as additional security for the payment and performance of the Company's or, if applicable, a Guarantor's obligations herein in any property or assets; (i) to add to, change that does not adversely affect or eliminate any of the provisions of this Indenture (which addition, change or elimination may apply to one or more series of Securities), provided that, any such addition, change or elimination (A) shall neither (i) apply to any Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor modify the rights of the Holder of any Holdersuch Security with respect to such provision or (B) shall become effective only when there is no such outstanding Security; or (gj) to provide for the issuance of and establish the form and terms and conditions of the Securities of any seriesseries permitted by Sections 2.01 and 2.03(a) hereof, to establish the form of any certifications required to be furnished pursuant to the terms of this Indenture or any series of Securities, or to add to the rights of the Holders of any series of Securitiesrespectively. Upon the request of the Company accompanied by a copy of a Board Resolution, certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to be in full force and effect on the date of the certificate, Resolution authorizing the execution of any such amended or supplemental indentureIndenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Company and, if applicable, the Guarantors in the execution of any amended or supplemental indenture Indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental indenture Indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Securities. Notwithstanding Section 9.02 of this Indenture, the Company and the Trustee may amend or supplement this Indenture or the Securities without Without the consent of any Holder Holders of Securities, the Company, when authorized by a SecurityBoard Resolution, and the Trustee, at any time and from time to time, may amend this Indenture and the Securities to: (a) to evidence the succession of another Person to the Company, or successive successions, and the assumption by the successor Person of the covenants, agreements and obligations of the Company pursuant to Article 5 hereof; (b) to add to the covenants of the Company such further covenants, restrictions or conditions for the protection benefit of the Holders of Securities; (b) surrender any right or power herein conferred upon the Company; (c) provide for conversion rights of Holders of Securities if any reclassification or change of the Company's Common Stock or any consolidation, merger or sale of all or any series substantially all of the Company's assets occurs; (d) provide for the assumption of the Company's obligations to the Holders of Securities in the case of a merger, consolidation, conveyance, transfer or lease pursuant to Article 6 hereof; (e) reduce the Conversion Price; provided, however, that such reduction in the Conversion Price shall not adversely affect the interest of the Holders of Securities (after taking into account tax and if other consequences of such covenants are reduction); (f) comply with the requirements of the Commission in order to be for effect or maintain the benefit qualification of less than all series this Indenture under the TIA; (g) make any changes or modifications necessary in connection with the registration of the Securities stating under the Securities Act as contemplated in the Registration Rights Agreement, provided that such covenants are expressly being included for change or modification does not, in the benefit good faith opinion of such series) as the Board of Directors and the Trustee shall consider to be for Trustee, adversely affect the protection interest of the Holders of such Securities, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions or conditions a default or an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; 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 defaultmaterial respect; (ch) to provide for the issuance under this Indenture of Securities in coupon form (including Securities registrable as to principal only) and to provide for exchangeability of such Securities with the Securities issued hereunder in fully registered form and to make all appropriate changes for such purpose; (d) to cure any ambiguity or ambiguity, to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenturewhich is otherwise defective, or to make such any other provisions in regard with respect to matters or questions arising under this Indenture which the Company may deem necessary or desirable and which shall not be inconsistent with the provisions of this Indenture; provided provided, however, that any such action shall not pursuant to this clause (h) does not, in the good faith opinion of the Board of Directors of the Company (as evidenced by a Board Resolution), adversely affect the interests of the Holders of the SecuritiesSecurities in any material respect; (ei) to evidence and provide for the acceptance of appointment hereunder by a successor trustee add any guarantees with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Section 7.08;Securities; and (fj) add or modify any other provisions herein with respect to make any change that does matters or questions arising hereunder which the Company and the Trustee may deem necessary or desirable and which will not adversely affect in any material respects the rights of any Holder; or (g) to provide for the issuance of and establish the form and terms and conditions of the Securities of any series, to establish the form of any certifications required to be furnished pursuant to the terms of this Indenture or any series of Securities, or to add to the rights interests of the Holders of any series of Securities. Upon the request of the Company accompanied by a copy of a Board Resolution, certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to be in full force and effect on the date of the certificate, authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Company in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Securities. Notwithstanding Section 9.02 of this Indenture, the Company Company, the Subsidiary Guarantors and the Trustee may amend or supplement this Indenture Indenture, the Securities or the Securities Guarantees without the consent of any Holder of a Security: (a) to evidence the succession of another Person to the Companycure any ambiguity, defect or successive successions, and the assumption by the successor Person of the covenants, agreements and obligations of the Company pursuant to Article 5 hereofinconsistency; (b) to add to the covenants of the Company such further covenants, restrictions or conditions for the protection of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities stating that such covenants are expressly being included for the benefit of such series) as the Board of Directors and the Trustee shall consider to be for the protection of the Holders of such Securities, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions or conditions a default or an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant, restriction or condition such supplemental indenture may provide for a particular period uncertificated Securities in addition to or in place 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 defaultCertificated Securities; (c) to provide for the issuance under this Indenture assumption of the Company’s obligations to the Holders of the Securities in coupon form (including Securities registrable as the case of a merger or consolidation pursuant to principal only) and to provide for exchangeability of such Securities with the Securities issued hereunder in fully registered form and to make all appropriate changes for such purposeArticle 5 hereof; (d) to cure make any ambiguity change that would provide any additional rights or benefits to correct the Holders of the Securities or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture; provided that any such action shall does not adversely affect the interests legal rights hereunder of the Holders any Holder of the Securitiesa Security; (e) to evidence and provide for the acceptance of appointment hereunder by a successor trustee with respect to secure the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Section 7.08;guarantees thereof; or (f) to make any change that does not adversely affect the rights of any Holder; or (g) to provide for the issuance of and establish the form and terms and conditions comply with requirements of the Securities of any series, Commission in order to establish effect or maintain the form of any certifications required to be furnished pursuant to the terms qualification of this Indenture or any series of Securities, or to add to under the rights of the Holders of any series of SecuritiesTIA. Upon the request of the Company accompanied by a copy resolution of a Board Resolution, certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to be in full force and effect on the date of the certificateCompany and each of the Subsidiary Guarantors, as the case may be, authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Company and the Subsidiary Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Securities. Notwithstanding Section 9.02 of this Indenturehereof, the Company and the Trustee may amend or supplement this Indenture or the Securities any Note Document without the consent of any Holder of a SecurityHolder: (a1) to evidence the succession of another Person to the Companycure any ambiguity, defect or successive successions, and the assumption by the successor Person of the covenants, agreements and obligations of the Company pursuant to Article 5 hereofinconsistency; (b2) to add to the covenants of the Company such further covenants, restrictions or conditions for the protection of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities stating that such covenants are expressly being included for the benefit of such series) as the Board of Directors and the Trustee shall consider to be for the protection of the Holders of such Securities, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions or conditions a default or an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant, restriction or condition such supplemental indenture may provide for a particular period uncertificated Securities in addition to or in place 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 defaultcertificated Securities; (c3) to provide for the issuance assumption of the Company’s or, if any, a Subsidiary Guarantor’s obligations to Holders in the case of a merger or consolidation or sale of all or substantially all of the Company’s or such, if any, Subsidiary Guarantor’s assets pursuant to Article 5 of this Indenture (if applicable); (4) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under this Indenture of Securities in coupon form (including Securities registrable as to principal only) and to provide for exchangeability of any such Securities with the Securities issued hereunder in fully registered form and to make all appropriate changes for such purposeHolder; (d5) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent comply with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture; provided that any such action shall not adversely affect the interests requirements of the Holders SEC in order to effect or maintain the qualification of this Indenture under the SecuritiesTIA; (e6) to evidence and provide for the acceptance and appointment under this Indenture of appointment hereunder by a successor trustee 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, Series pursuant to the requirements of Section 7.08thereof; (f) to make any change that does not adversely affect the rights of any Holder; or (g7) to provide for the issuance of and establish the form and terms and conditions of the Securities of any series, Series in accordance with the limitations set forth in this Indenture; (8) to establish the form of allow any certifications required Subsidiary Guarantor to be furnished pursuant execute a supplemental indenture and/or a Subsidiary Guarantee with respect to the terms Securities; (9) to make, complete or confirm any grant of this Indenture Collateral permitted or required by any series of Securities, or to add to the rights of the Holders of Note Documents; (10) to release, discharge, terminate or subordinate Liens on Collateral in accordance with the Note Documents; and to confirm and evidence any series of Securitiessuch release, discharge, termination or subordination; or (11) as provided in the Collateral Trust Agreement. Upon the request of the Company Company, accompanied by a copy resolution of a Board Resolution, certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the its Board of Directors and to be in full force and effect on the date of the certificate, authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, 11.02 and Section 9.05 hereof the Trustee shall join with the Company and any Subsidiary Guarantors in the execution of any amended or supplemental indenture or any other amendment of or supplement to any Note Document authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to (but may, in its sole discretion) enter into such amended or supplemental indenture or any other amendment of or supplement to any Note Document that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Securities. Notwithstanding Section 9.02 of this Indenture, the Company and the Trustee may amend or supplement this Indenture or the Securities without Without the consent of any Holder Holders of Securities, the Company, when authorized by a SecurityBoard Resolution, and the Trustee, at any time and from time to time, may amend this Indenture and the Securities to: (a) to evidence the succession of another Person to the Company, or successive successions, and the assumption by the successor Person of the covenants, agreements and obligations of the Company pursuant to Article 5 hereof; (b) to add to the covenants of the Company such further covenants, restrictions or conditions for the protection benefit of the Holders of all Securities; (b) add additional Repurchase Dates on which Holders of the Securities may require the Company to repurchase their Securities; (c) authenticate and deliver additional Securities under this Indenture pursuant to Section 2.19 hereof; (d) surrender any right or any series power herein conferred upon the Company; (e) make provision with respect to the conversion rights of Holders of Securities pursuant to Section 12.11 hereof; (and if such covenants are to be f) provide for the benefit assumption of less than all series of Securities stating that such covenants are expressly being included for the benefit of such series) as the Board of Directors and the Trustee shall consider Company’s obligations to be for the protection of the Holders of such Securities, and to make Securities in the occurrence, or the occurrence and continuance, case of a default in any of such additional covenantsmerger, restrictions consolidation, sale, lease or conditions a default or an Event of Default permitting other transfer pursuant to Article 6 hereof; (g) increase the enforcement of all or any of the several remedies provided in this Indenture as herein set forthConversion Rate; 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 increase in the case Conversion Rate shall not adversely affect the interest of the Holders of Securities (after taking into account tax and other defaultsconsequences of such increase) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such defaultin any material respect; (ch) irrevocably elect to provide for deliver solely shares of Common Stock upon conversion of the issuance under Securities after the date of such election; (i) comply with the requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; (j) make any changes or modifications to this Indenture necessary in connection with the registration of any Securities under the Securities Act, as contemplated in the Registration Rights Agreement; provided, however, that such action pursuant to this clause (i) does not adversely affect the interests of the Holders of Securities in coupon form (including Securities registrable as to principal only) and to provide for exchangeability of such Securities with the Securities issued hereunder in fully registered form and to make all appropriate changes for such purposeany material respect; (dk) to cure any ambiguity or to ambiguity, correct or supplement any defective provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indentureherein; provided that such modification or amendment does not, in the good faith opinion of the Board of Directors and, subject to Section 7.06 hereof, the Trustee, adversely affect the interests of the Holders of Securities in any such action shall material respect; providedfurther that any amendment made solely to conform the provisions of this Indenture to the “Description of the Notes” in the Offering Memorandum will not be deemed to adversely affect the interests of the Holders of the Securities;; or (el) to evidence and provide for the acceptance of appointment hereunder by a successor trustee add or modify any other provisions with respect to matters or questions arising under this Indenture that the Securities of one Company and the Trustee may deem necessary or more series desirable and to add to or change any of that shall not be inconsistent with the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trusteeIndenture; provided, however, that such action pursuant to the requirements of Section 7.08; this clause (fl) to make any change that does not adversely affect the rights of any Holder; or (g) to provide for the issuance of and establish the form and terms and conditions of the Securities of any series, to establish the form of any certifications required to be furnished pursuant to the terms of this Indenture or any series of Securities, or to add to the rights interests of the Holders of any series of Securities. Upon the request of the Company accompanied by a copy of a Board Resolution, certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to be in full force and effect on the date of the certificate, authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Company in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Securities. Notwithstanding Section 9.02 of this Indenture, the Company and the Trustee may amend or supplement this Indenture or the Securities without Without the consent of any Holder Holders of Securities, the Company, when authorized by a SecurityBoard Resolution, and the Trustee, at any time and from time to time, may amend this Indenture and the Securities to: (a) to evidence the succession of another Person to the Company, or successive successions, and the assumption by the successor Person of the covenants, agreements and obligations of the Company pursuant to Article 5 hereof; (b) to add to the covenants of the Company such further covenants, restrictions or conditions for the protection benefit of the Holders of all Securities; (b) surrender any right or any series power herein conferred upon the Company; (c) make provision with respect to the conversion rights of Holders of Securities pursuant to Section 12.11 hereof; (and if such covenants are to be d) provide for the benefit assumption of less than all series of Securities stating that such covenants are expressly being included for the benefit of such series) as the Board of Directors and the Trustee shall consider Company’s obligations to be for the protection of the Holders of such Securities, and to make Securities in the occurrence, or the occurrence and continuance, case of a default in any of such additional covenantsmerger, restrictions consolidation, conveyance, transfer or conditions a default or an Event of Default permitting lease pursuant to Article 6 hereof; (e) reduce the enforcement of all or any of the several remedies provided in this Indenture as herein set forthConversion Price; 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 reduction in the case Conversion Price shall not adversely affect the interest of the Holders of Securities (after taking into account tax and other defaultsconsequences of such reduction) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such defaultin any material respect; (cf) comply with the requirements of the SEC in order to provide for effect or maintain the issuance under qualification of this Indenture of Securities in coupon form (including Securities registrable as to principal only) and to provide for exchangeability of such Securities with under the Securities issued hereunder in fully registered form and to make all appropriate changes for such purposeTIA; (dg) make any changes or modifications to cure this Indenture necessary in connection with the registration of any ambiguity or to correct or supplement any provision contained herein or Securities under the Securities Act as contemplated in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenturethe Registration Rights Agreement; provided, or to make such other provisions in regard to matters or questions arising under this Indenture; provided however, that any such action shall pursuant to this clause (g) does not adversely affect the interests of the Holders of the SecuritiesSecurities in any material respect; (eh) to evidence and provide for the acceptance of appointment hereunder by a successor trustee cure any ambiguity, correct or supplement any provision herein which may be inconsistent with any other provision herein or which is otherwise defective, or make any other provisions with respect to matters or questions arising under this Indenture which the Securities of one Company and the Trustee may deem necessary or more series desirable and to add to or change any of which shall not be inconsistent with the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Section 7.08Indenture; (fi) add or modify any other provisions with respect to make any change matters or questions arising under this Indenture which the Company and the Trustee may deem necessary or desirable and which shall not be inconsistent with the provisions of this Indenture, provided, however, that such action pursuant to this clause (i) does not adversely affect the rights interests of the Holders of Securities in any Holdermaterial respect; or (gj) to provide make provision for the issuance of and establish the form and terms and conditions of the Securities of any series, to establish the form of any certifications required to be furnished pursuant to the terms of this Indenture or any series of Securities, or to add to the rights of the Holders of any series of Securities. Upon the request of the Company accompanied by a copy establishment of a Board Resolution, certified by book-entry system in which Holders would have the Secretary or an Assistant Secretary option to participate for the clearance and settlement of the Company to have been duly adopted by the Board of Directors and to be transactions in full force and effect on the date of the certificate, authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described Securities originally issued in Section 7.02 hereof, the Trustee shall join with the Company in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwisedefinitive form.

Without Consent of Holders of Securities. Notwithstanding Section 9.02 9.2 of this Indenture, the Company Company, the Subsidiary Guarantors, if any, and the Trustee may amend or supplement this Indenture Indenture, the Securities or the Securities Subsidiary Guarantees, if any, without the consent of any Holder of a Security: (a) to evidence the succession of another Person to the Companycure any ambiguity, defect or successive successions, and the assumption by the successor Person of the covenants, agreements and obligations of the Company pursuant to Article 5 hereofinconsistency; (b) to add to the covenants of the Company such further covenants, restrictions or conditions for the protection of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities stating that such covenants are expressly being included for the benefit of such series) as the Board of Directors and the Trustee shall consider to be for the protection of the Holders of such Securities, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions or conditions a default or an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant, restriction or condition such supplemental indenture may provide for a particular period uncertificated Securities in addition to or in place 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 defaultcertificated Securities; (c) to provide for the issuance under this Indenture assumption of the Company's obligations or any Subsidiary Guarantor's, if any, obligations to the Holders of the Securities in coupon form (including Securities registrable as the case of a merger or consolidation pursuant to principal only) and to provide for exchangeability of such Securities with the Securities issued hereunder in fully registered form and to make all appropriate changes for such purposeArticle 5 hereof; (d) to cure make any ambiguity change that would provide any additional rights or benefits to correct the Holders of the Securities or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture; provided that any such action shall does not adversely affect the interests legal rights hereunder of any Holder of the Holders of the SecuritiesSecurity; (e) to evidence and provide for the acceptance of appointment hereunder by a successor trustee comply with respect to the Securities of one or more series and to add to or change any requirements of the provisions Commission in order to effect or maintain the qualification of this Indenture as shall be necessary to provide for or facilitate under the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Section 7.08;TIA; or (f) to make any change that does not adversely affect the rights of any Holder; or (g) to provide for the issuance of and establish the form and terms and conditions of the Securities of any series, to establish the form of any certifications required to be furnished pursuant to the terms of add a Subsidiary Guarantee under this Indenture or any series of Securities, or to add to the rights of the Holders of any series of SecuritiesIndenture. Upon the request of the Company accompanied by a copy resolution of a Board Resolution, certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to be in full force and effect on the date of the certificateCompany and each of the Subsidiary Guarantors, if any, as the case may be, authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 7.2 hereof, the Trustee shall join with the Company and the Subsidiary Guarantors, if any, in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental indenture Indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Securities. Notwithstanding Section 9.02 of this Indenture, the Company and the Trustee may amend or supplement this Indenture or the Securities without Without the consent of any Holder Holders of Securities, the Company, when authorized by a SecurityBoard Resolution, the Guarantor, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may amend this Indenture and the Securities to: (a) to evidence the succession of another Person to the Company, or successive successions, and the assumption by the successor Person of the covenants, agreements and obligations of the Company pursuant to Article 5 hereof; (b) to add to the covenants of the Company such further covenants, restrictions or conditions the Guarantor for the protection benefit of the Holders of all Securities; (b) surrender any right or any series power herein conferred upon the Company or the Guarantor; (c) make provision with respect to the conversion rights of Holders of Securities pursuant to Section 12.13; (and if such covenants are to be d) provide for the benefit assumption of less than all series of Securities stating that such covenants are expressly being included for the benefit of such series) as the Board of Directors and the Trustee shall consider Company's obligations to be for the protection of the Holders of such Securities, and to make Securities in the occurrence, or the occurrence and continuance, case of a default in any of such additional covenantsmerger, restrictions consolidation, conveyance, transfer or conditions a default or an Event of Default permitting lease pursuant to Article 6; (e) reduce the enforcement of all or any of the several remedies provided in this Indenture as herein set forthConversion Price; 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 reduction in the case Conversion Price shall not adversely affect the interest of the Holders of Securities (after taking into account tax and other defaults) or may provide for an immediate enforcement upon consequences of such default or may limit the remedies available to the Trustee upon such defaultreduction); (cf) comply with the requirements of the SEC in order to provide for effect or maintain the issuance under qualification of this Indenture of Securities in coupon form (including Securities registrable as to principal only) and to provide for exchangeability of such Securities with under the Securities issued hereunder in fully registered form and to make all appropriate changes for such purposeTIA; (dg) make any changes or modifications to cure this Indenture necessary in connection with the registration of any ambiguity or to correct or supplement any provision contained herein or Securities under the Securities Act as contemplated in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenturethe Registration Rights Agreement; provided, or to make such other provisions in regard to matters or questions arising under this Indenture; provided however, that any such action shall not pursuant to this clause (g) does not, in the good faith opinion of the Board of Directors of the Company (as evidenced by a Board Resolution) and the Trustee, adversely affect the interests of the Holders of the SecuritiesSecurities in any material respect; (eh) cure any ambiguity, to evidence and provide for the acceptance of appointment hereunder by a successor trustee correct or supplement any provision herein which may be inconsistent with any other provision herein or which is otherwise defective, or to make any other provisions with respect to matters or questions arising under this Indenture which the Securities of one Company may deem necessary or more series desirable and to add to or change any of which shall not be inconsistent with the provisions of this Indenture as shall be necessary Indenture; provided, however, that such action pursuant to provide for or facilitate this clause (h) does not, in the administration good faith opinion of the trusts hereunder Board of Directors of the Company (as evidenced by more than one trusteea Board Resolution), pursuant to adversely affect the requirements interests of Section 7.08the Holders of Securities in any material respect; (fi) add or modify any other provisions with respect to make any change matters or questions arising under this Indenture which the Company may deem necessary or desirable and which shall not be inconsistent with the provisions of this Indenture; provided, however, that such action pursuant to this clause (i) does not not, in the good faith opinion of the Board of Directors of the Company (as evidenced by a Board Resolution), adversely affect the rights interests of the Holders of Securities in any Holdermaterial respect; or (gj) to provide for the issuance of and establish the form and Add On Securities as permitted by Section 2.21, which will have terms and conditions of the Securities of any series, to establish the form of any certifications required to be furnished pursuant substantially identical to the terms of this Indenture or other Outstanding Securities except as specified in Section 2.21, and which will be treated, together with any series of other Outstanding Securities, or to add to the rights as a single issue of the Holders of any series of Securities. Upon the request of the Company accompanied by a copy of a Board Resolution, certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to be in full force and effect on the date of the certificate, authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Company in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwisesecurities.

Without Consent of Holders of Securities. Notwithstanding Section 9.02 of this Indenturehereof, from time to time, the Company and the Trustee may amend or supplement this Indenture Indenture, the Intercreditor Agreement, the Arazi/Lancaster Collateral Agreement, any Security Document or the Securities without the consent of any Holder of a SecuritySecurities: (a1) to evidence the succession cure any ambiguity, defect or inconsistency; (2) to provide for certificated Securities in addition to or in place of another Person uncertificated Securities; (3) to the Company, or successive successions, and the assumption by the successor Person of the covenants, agreements and obligations of the Company pursuant to comply with Article 5 and/or Article 12 hereof; (b4) to add make any change that would provide any additional rights or benefits to Holders or that does not materially and adversely affect the covenants of the Company such further covenants, restrictions or conditions for the protection of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities stating that such covenants are expressly being included for the benefit of such series) as the Board of Directors and the Trustee shall consider to be for the protection of the Holders of such Securities, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions or conditions a default or an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, however, that in respect legal rights hereunder 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 defaultHolder; (c) to provide for the issuance under this Indenture of Securities in coupon form (including Securities registrable as to principal only) and to provide for exchangeability of such Securities with the Securities issued hereunder in fully registered form and to make all appropriate changes for such purpose; (d) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture; provided that any such action shall not adversely affect the interests of the Holders of the Securities; (e5) to evidence and provide for the acceptance of an appointment hereunder by a successor trustee trustee; (6) to allow any Subsidiary Guarantor to execute a supplemental indenture and/or add Note Guarantees with respect to the Securities Underlying Tranches; (7) (A) to enter into additional or supplemental Security Documents or otherwise add Collateral for or further secure the Underlying Tranches or any Note Guarantees or any other obligation under this Indenture or (B) to make, complete or confirm any grant of one Collateral permitted or more series and to add to required by this Indenture or change any of the provisions Security Documents or any release, termination or discharge of Collateral that becomes effective as set forth in this Indenture as shall be necessary to provide for or facilitate the administration any of the trusts hereunder by more than one trustee, pursuant to the requirements of Section 7.08Security Documents; (f8) to release a Subsidiary Guarantor as provided in this Indenture; (9) to make add any change that does not adversely affect Priority Lien Obligations, First Lien Obligations, Second Lien Obligations, Third Lien Obligations, Fourth Lien Obligations or Fifth Lien Obligations, in each case, to the rights extent permitted under this Indenture, to the Security Documents, the Arazi/Lancaster Collateral Agreement and the Intercreditor Agreement on the terms set forth therein, or otherwise in accordance with the terms of this Indenture, any HolderSecurity Document, the Arazi/Lancaster Collateral Agreement or the Intercreditor Agreement; or (g10) to provide for comply with the issuance of and establish the form and terms and conditions requirements of the Securities of any series, SEC in order to establish effect or maintain the form of any certifications required to be furnished pursuant to the terms qualification of this Indenture or any series of Securities, or to add to under the rights of the Holders of any series of Securities. Upon the request of the Company accompanied by a copy of a Board Resolution, certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to be in full force and effect on the date of the certificate, authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Company in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwiseTIA.

Without Consent of Holders of Securities. Notwithstanding Section 9.02 of this Indenture, the Company and the Trustee may amend or supplement this Indenture or the Securities without Without the consent of any Holder Holders of Securities, the Company, when authorized by a SecurityBoard Resolution, and the Trustee, at any time and from time to time, may amend this Indenture and the Securities to: (a) to evidence the succession of another Person to the Company, or successive successions, and the assumption by the successor Person of the covenants, agreements and obligations of the Company pursuant to Article 5 hereof; (b) to add to the covenants of the Company such further covenants, restrictions or conditions and/or the Guarantors for the protection benefit of the Holders of all Securities; (b) surrender any right or any series power herein conferred upon the Company and/or the Guarantors; (c) make provision with respect to the Repurchase Right of the Company and conversion rights of Holders of Securities pursuant to Sections 11.2 and 12.12, respectively; (and if such covenants are to be d) provide for the benefit assumption of less than all series of Securities stating that such covenants are expressly being included for the benefit of such series) as the Board of Directors and the Trustee shall consider Company's Obligations to be for the protection of the Holders of such Securities, and to make Securities in the occurrence, or the occurrence and continuance, case of a default in any of such additional covenantsmerger or consolidation or sale, restrictions conveyance, transfer or conditions a default or an Event of Default permitting the enforcement of all or any lease of the several remedies provided in this Indenture Company's property and assets substantially as herein set forthan entirety pursuant to Article 6; (e) increase the Conversion Rate; 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 increase in the case Conversion Rate shall not adversely affect the interest of the Holders of Securities (after taking into account tax and other defaults) or may provide for an immediate enforcement upon consequences of such default or may limit the remedies available to the Trustee upon such defaultincrease); (cf) comply with the requirements of the SEC in order to provide for effect or maintain the issuance under qualification of this Indenture of Securities in coupon form (including Securities registrable as to principal only) and to provide for exchangeability of such Securities with under the Securities issued hereunder in fully registered form and to make all appropriate changes for such purposeTIA; (dg) to cure make any ambiguity changes or to correct or supplement modifications necessary in connection with the registration of any provision contained herein or Securities under the Securities Act as contemplated in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenturethe Registration Rights Agreement; provided, or to make such other provisions in regard to matters or questions arising under this Indenture; provided however, that any such action shall pursuant to this clause (g) does not adversely affect the interests of the Holders of Securities in any material respect; (h) cure any ambiguity, or correct or supplement any provision herein which may be inconsistent with any other provision herein or which is otherwise defective; provided, however, that such action pursuant to this clause (h) does not adversely affect the interests of the Holders of Securities in any material respect; provided, further, that any amendment made solely to conform the provisions of this Indenture to the description of the Securities contained in the Offering Memorandum will not be deemed to adversely affect the interest of the Holders of the Securities; (ei) to evidence and provide for the acceptance of appointment hereunder by a successor trustee make any provisions with respect to matters or questions arising under this Indenture which the Securities of one Company may deem necessary or more series desirable and to add to or change any of the that shall not be inconsistent with provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trusteeIndenture; provided, however, that such action pursuant to the requirements of Section 7.08; this clause (fi) to make any change that does not adversely affect the rights interests of the Holders of Securities in any Holdermaterial respect; (j) adding Guarantees of Obligations under the Securities; (k) provided for a successor Trustee; or (gl) to provide for secure the issuance of and establish the form and terms and conditions of the Securities of any series, to establish the form of any certifications required to be furnished pursuant to the terms of this Indenture or any series of Securities, or to add to the rights of the Holders of any series of Securities. Upon the request of the Company accompanied by a copy of a Board Resolution, certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to be in full force and effect on the date of the certificate, authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Company in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Securities. Notwithstanding Section 9.02 of this Indenture, the Company and the Trustee may amend or supplement this Indenture or the Securities without Without the consent of any Holder Holders of Securities, the Company, when authorized by a SecurityBoard Resolution, and the Trustee, at any time and from time to time, may amend this Indenture and the Securities to: (a) to evidence the succession of another Person to the Company, or successive successions, and the assumption by the successor Person of the covenants, agreements and obligations of the Company pursuant to Article 5 hereof; (b) to add to the covenants of the Company such further covenants, restrictions or conditions for the protection benefit of the Holders of Securities; (b) add collateral to secure the obligations of the Company under the Securities; (c) surrender any right or power herein conferred upon the Company; (d) provide for conversion rights of Holders of Securities if any reclassification or change of the Company's Common Stock or any consolidation, merger or sale of all or any series substantially all of Securities the Company's assets occurs; (and if such covenants are to be e) provide for the benefit assumption of less than all series of Securities stating that such covenants are expressly being included for the benefit of such series) as the Board of Directors and the Trustee shall consider Company's obligations to be for the protection of the Holders of such Securities, and to make Securities in the occurrence, or the occurrence and continuance, case of a default merger, consolidation, conveyance, transfer or lease pursuant to Article 6 hereof; (f) add guarantors or obligors with respect to the Securities in any of such additional covenants, restrictions or conditions a default or an Event of Default permitting addition to the enforcement of all or any of Company; (g) reduce the several remedies provided in this Indenture as herein set forthConversion Price; 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 reduction in the case Conversion Price shall not adversely affect the interest of the Holders of Securities (after taking into account tax and other defaults) or may provide for an immediate enforcement upon consequences of such default or may limit the remedies available to the Trustee upon such defaultreduction); (ch) comply with the requirements of the Commission in order to provide for effect or maintain the issuance under qualification of this Indenture of Securities in coupon form (including Securities registrable as to principal only) and to provide for exchangeability of such Securities with under the Securities issued hereunder in fully registered form and to make all appropriate changes for such purposeTIA; (di) to cure any ambiguity or ambiguity, to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenturewhich is otherwise defective, or to make such any other provisions in regard with respect to matters or questions arising under this Indenture which the Company may deem necessary or desirable and which shall not be inconsistent with the provisions of this Indenture; provided provided, however, that any such action shall pursuant to this clause (g) does not, in the good faith opinion of the Company, adversely affect the interests of the Holders of Securities in any material respect; (j) add or modify any other provisions herein with respect to matters or questions arising hereunder which the Company and the Trustee may deem necessary or desirable and which will not adversely affect the interests of the Holders of the Securities;; and (ek) make any changes or modifications to evidence and provide for this Indenture necessary in connection with the acceptance registration of appointment hereunder by a successor trustee with respect to any Securities under the Securities of one or more series and Act as contemplated in the Registration Rights Agreement; provided, however, that such action pursuant to add to or change any this clause (k) does not, in the good faith opinion of the provisions of this Indenture as shall be necessary to provide for or facilitate Company and the administration of the trusts hereunder by more than one trusteeTrustee, pursuant to the requirements of Section 7.08; (f) to make any change that does not adversely affect the rights of any Holder; or (g) to provide for the issuance of and establish the form and terms and conditions of the Securities of any series, to establish the form of any certifications required to be furnished pursuant to the terms of this Indenture or any series of Securities, or to add to the rights interests of the Holders of in any series of Securities. Upon the request of the Company accompanied by a copy of a Board Resolution, certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to be in full force and effect on the date of the certificate, authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Company in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwisematerial respect.

Without Consent of Holders of Securities. Notwithstanding Section 9.02 of this Indenture, the Company Issuer, the Guarantors and the Trustee may amend or supplement this Indenture Indenture, the Securities Guarantees or the Securities without the consent of any Holder of a Security: (a1) to evidence the succession of another Person to the Companycure any ambiguity, defect or successive successions, and the assumption by the successor Person of the covenants, agreements and obligations of the Company pursuant to Article 5 hereofinconsistency; (b2) to provide for uncertificated Securities in addition to or in place of certificated Securities; (3) to provide for the assumption of the Issuer’s obligations to Holders of Securities in the case of a consolidation, amalgamation, merger or sale of all or substantially all of the Issuer’s assets; (4) to add to the covenants of the Company such further covenants, restrictions or conditions Issuer for the protection 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 Securities, stating that such covenants are expressly being included solely for the benefit of such that series) as or to surrender any right or power herein conferred upon the Board Issuer; (5) to add any additional Events of Directors Default for the benefit of the Holders of all or any series of Securities (and the Trustee shall consider if such Events of Default are to be for the protection benefit of the Holders less than all series of such Securities, and to make the occurrence, or the occurrence and continuance, of a default in any of stating that such additional covenants, restrictions or conditions a default or an Event Events of Default permitting are expressly being included solely for the enforcement benefit of all or any of the several remedies provided in this Indenture as herein set forththat series); provided, however, that in respect of any such additional covenant, restriction or condition Events of Default such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the Holders of a majority in aggregate principal amount of that or those series of Securities to which such additional Events of Default apply to waive such default; (c6) to provide for change or eliminate any of the issuance under this Indenture provisions of Securities in coupon form (including Securities registrable as to principal only) and to provide for exchangeability of such Securities with the Securities issued hereunder in fully registered form and to make all appropriate changes for such purpose; (d) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture; , provided that any such action change or elimination shall not adversely affect become effective only when there is no Security outstanding of any series created prior to the interests execution of such supplemental indenture which is entitled to the Holders benefit of the Securitiessuch provision; (e7) to establish the form or terms of Securities of any series as permitted by Section 2.01 and Section 2.02, including the provisions and procedures relating to Securities convertible into Ventas, Inc. Common Stock; (8) to evidence and provide for the acceptance of appointment hereunder by a successor trustee Trustee with respect to the Securities of one or more series (provided that the successor Trustee is otherwise qualified and eligible to act under the terms of this Indenture) and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Section 7.08Trustee; (f9) to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Securities pursuant to Section 8.02, Section 8.03 and Section 12.01, provided that any such action shall not adversely affect the interests of the Holders of Securities of that series or any other series of Securities in any material respect; (10) to add additional Securities Guarantees with respect to the Securities; (11) to secure the Securities; (12) to make any other change that would provide any additional rights or benefits to the Holders of Securities or that does not adversely affect the legal rights under this Indenture of any such Holder; or (g13) to provide for the issuance comply with requirements of and establish the form and terms and conditions of the Securities of any series, to establish the form of any certifications required to be furnished pursuant to the terms of this Indenture applicable Canadian or any series of Securities, or to add to the rights of the Holders of any series of Securities. Upon the request of the Company accompanied by a copy of a Board Resolution, certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to be in full force and effect on the date of the certificate, authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Company in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwiseUnited States laws.

Without Consent of Holders of Securities. Notwithstanding Section 9.02 of this Indenture, the Company and the Trustee may amend or supplement this Indenture or the Securities without Without the consent of any Holder Holders of Securities, the Company, when authorized by a SecurityBoard Resolution, and the Trustee, at any time and from time to time, may amend this Indenture and the Securities to: (a) to evidence the succession of another Person to the Company, or successive successions, and the assumption by the successor Person of the covenants, agreements and obligations of the Company pursuant to Article 5 hereof; (b) to add to the covenants of the Company such further covenants, restrictions or conditions for the protection benefit of the Holders of all Securities; (b) add additional Put Repurchase Dates or Repurchase Dates on which Holders of the Securities may require the Company to repurchase their Securities; (c) authenticate and deliver additional Securities under this Indenture pursuant to Section 2.19 hereof; (d) surrender any series right or power herein conferred upon the Company; (e) make provision with respect to the conversion rights of Holders of Securities pursuant to Section 12.11 hereof; (f) provide for the assumption of the Company's obligations to the Holders of Securities in the case of a merger, consolidation, sale, lease or other transfer pursuant to Article 6 hereof; (g) increase the Conversion Rate; provided, however, that such increase in the Conversion Rate shall not adversely affect the interest of the Holders of Securities (after taking into account tax and if other consequences of such covenants are increase) in any material respect; (h) comply with the requirements of the SEC in order to be for effect or maintain the benefit qualification of less than all series this Indenture under the TIA; (i) make any changes or modifications to this Indenture necessary in connection with the registration of any Securities under the Securities Act, as contemplated in the Registration Rights Agreement; provided, however, that such action pursuant to this clause (i) does not adversely affect the interests of the Holders of Securities stating in any material respect; (j) cure any ambiguity, correct or supplement any defective provision herein; provided that such covenants are expressly being included for modification or amendment does not, in the benefit good faith opinion of such series) as the Board of Directors and the Trustee shall consider to be for Trustee, adversely affect the protection interests of the Holders of such Securities, and to make the occurrence, or the occurrence and continuance, of a default Securities in any material respect; provided further that any amendment made solely to conform the provisions of such additional covenants, restrictions or conditions a default or an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, however, that in respect to the "Description 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 Debentures" in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available Offering Memorandum will not be deemed to the Trustee upon such default; (c) to provide for the issuance under this Indenture of Securities in coupon form (including Securities registrable as to principal only) and to provide for exchangeability of such Securities with the Securities issued hereunder in fully registered form and to make all appropriate changes for such purpose; (d) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture; provided that any such action shall not adversely affect the interests of the Holders of the Securities;; or (ek) to evidence and provide for the acceptance of appointment hereunder by a successor trustee add or modify any other provisions with respect to matters or questions arising under this Indenture that the Securities of one Company and the Trustee may deem necessary or more series desirable and to add to or change any of that shall not be inconsistent with the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trusteeIndenture, provided, however, that such action pursuant to the requirements of Section 7.08; this clause (fk) to make any change that does not adversely affect the rights of any Holder; or (g) to provide for the issuance of and establish the form and terms and conditions of the Securities of any series, to establish the form of any certifications required to be furnished pursuant to the terms of this Indenture or any series of Securities, or to add to the rights interests of the Holders of Securities in any series of Securities. Upon the request of the Company accompanied by a copy of a Board Resolution, certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to be in full force and effect on the date of the certificate, authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Company in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwisematerial respect.

Without Consent of Holders of Securities. Notwithstanding Section 9.02 of this Indenture, the Company Issuer, the Guarantor and the Trustee may amend or supplement this Indenture or the Securities of one or more Series without the consent of any Holder of a SecuritySecurities of any Series in order to: (a) to evidence the succession of another Person to the Companycure any ambiguity, defect or successive successions, and the assumption by the successor Person of the covenants, agreements and obligations of the Company pursuant to Article 5 hereofinconsistency; (b) provide for the assumption by an Issuer Surviving Entity of the obligations of the Issuer under this Indenture and/or the assumption by a Guarantor Surviving Entity of the obligations of the Guarantor under this Indenture; (c) provide for uncertificated Securities in addition to or in place of certificated Securities (provided that the uncertificated Securities are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Securities are described in Section 163(f)(2)(B) of the Code); (d) add additional guarantees with respect to the Securities of any Series or confirm and evidence the release, termination or discharge of any security or guarantee when such release, termination or discharge is permitted by this Indenture; (e) secure the Securities of any Series, add to the covenants of the Company such further covenants, restrictions or conditions for the protection of the Holders of all or any series of Securities (and if such covenants are to be Obligors for the benefit of less than all series of Securities stating that such covenants are expressly being included for the benefit of such series) as the Board of Directors and the Trustee shall consider to be for the protection of the Holders of such Securities, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions or conditions a default or an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; 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; (c) to provide for the issuance under this Indenture of Securities in coupon form (including Securities registrable as to principal only) and to provide for exchangeability of such Securities with the Securities issued hereunder in fully registered form and to make all appropriate changes for such purpose; (d) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture; provided that any such action shall not adversely affect the interests of the Holders of the Securities; (e) to evidence and provide for the acceptance of appointment hereunder by a successor trustee with respect to the Securities of one any Series or more series and to add to surrender any right or change any of power conferred upon the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Section 7.08Obligors; (f) to make any change that does not adversely affect the rights of any Holder; orHolder of the Securities; (g) to comply with any requirement of the Commission in connection with the qualification of this Indenture under the TIA; (h) provide for the issuance of additional Securities of a Series in accordance with this Indenture and establish the form and terms and conditions of the Securities of any series, to establish such Series; (i) evidence and provide for the form acceptance of any certifications required to be furnished pursuant to appointment by a successor Txxxxxx; (j) conform the terms text of this Indenture or the Securities to any series provision of the “Description of Notes” of any prospectus, prospectus supplement, offering memorandum, offering circular or any other document pursuant to which the Securities of such Series were offered, to the extent that such provision in the “Description of Notes” was intended to be a recitation of a provision of this Indenture or the Securities; (k) make any amendment to the provisions of this Indenture relating to the transfer and legending of the Securities as permitted by this Indenture, including, without limitation to facilitate the issuance and administration of the Securities; provided that (i) compliance with this Indenture as so amended would not result in the Securities being transferred in violation of the Securities Act or to add to any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer the Holders Securities; or (l) to evidence the substitution of any series the Guarantor for the Issuer and the assumption by the Guarantor of Securitiesthe rights, powers, covenants, agreements and obligations of the Issuer pursuant to ‎Section 5.03 hereof. Upon the request of the Company Obligors accompanied by a copy of a Board Resolution, certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to be in full force and effect on the date of the certificate, Resolution authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall will join with the Company Obligors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Securities. Notwithstanding Section 9.02 of this Indenture, the Company and the Trustee may amend or supplement this Indenture or the Securities without Without the consent of any Holder Holders, the Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of a Securitythe following purposes: (a1) to evidence the succession of another Person to the Company, or successive successions, Company and the assumption by the any such successor Person of the covenants, agreements and obligations of the Company pursuant to Article 5 hereofherein and in the Securities; (b2) to surrender any right or power herein conferred upon the Company; or to add to the covenants of the Company such further covenants, restrictions or conditions for the protection 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 Securities, stating that such covenants are expressly being included solely for the benefit of such series); (3) as to add any additional Events of Default for the Board benefit of Directors the Holders of all or any series of Securities (and the Trustee shall consider if such additional Events of Default are to be for the protection benefit of less than all series of Securities, stating that such additional Events of Default are expressly being included solely for the Holders benefit of such Securities, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions or conditions a default or an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; 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 defaultseries); (c) to provide for the issuance under this Indenture of Securities in coupon form (including Securities registrable as to principal only) and to provide for exchangeability of such Securities with the Securities issued hereunder in fully registered form and to make all appropriate changes for such purpose; (d4) to cure any ambiguity or ambiguity, to correct any mistake, to correct or supplement any provision contained herein or in any supplemental indenture which this Indenture that may be defective or inconsistent with any other provision contained herein or in any supplemental indenturethis Indenture, or to make such other provisions in regard to matters or questions arising under this Indenture; provided ; (5) to conform any provision in this Indenture, any supplemental indenture or the Securities to the “Description of Notes” applicable to such series of Securities, to the extent that such provision in that “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture, any such action shall not adversely affect supplemental indenture or the interests of the Holders of Securities, which intent may be evidenced by an Officers’ Certificate to that effect; (6) to secure the Securities; (e7) to evidence and provide for the acceptance of appointment hereunder by a successor or separate trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder this Indenture by more than one trustee, pursuant to the requirements of Section 7.087.08 hereof; (f) 8) to make any change that does not adversely affect comply with the rights requirements of any Holderthe SEC in order to effect or maintain the qualification of this Indenture under the TIA; or (g9) to provide for the issuance of and establish the form and terms and conditions of the Securities of any series, to establish the form of any certifications required to be furnished pursuant to the or terms of this Indenture or any series of Securities, or to add to the rights of the Holders Securities of any series of Securities. Upon the request of the Company accompanied by a copy of a Board Resolution, certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to be in full force and effect on the date of the certificate, authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Company in the execution of any amended or supplemental indenture authorized or as permitted by the terms of this Indenture Sections 2.01 and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise2.02.

Without Consent of Holders of Securities. Notwithstanding Section 9.02 of this Indenture, the Company and the Trustee may amend or supplement this Indenture or the Securities without Without the consent of any Holder Holders of Securities, the Company, when authorized by a SecurityBoard Resolution, and the Trustee, at any time and from time to time, may amend this Indenture and the Securities to: (a) to evidence the succession of another Person to the Company, or successive successions, and the assumption by the successor Person of the covenants, agreements and obligations of the Company pursuant to Article 5 hereof; (b) to add to the covenants of the Company such further covenants, restrictions or conditions for the protection benefit of the Holders of all Securities; (b) surrender any right or any series power herein conferred upon the Company; (c) make provision with respect to the conversion rights of Holders of Securities pursuant to Section 12.11 hereof; (and if such covenants are to be d) provide for the benefit assumption of less than all series of Securities stating that such covenants are expressly being included for the benefit of such series) as the Board of Directors and the Trustee shall consider Company’s obligations to be for the protection of the Holders of such Securities, and to make Securities in the occurrence, or the occurrence and continuance, case of a default in any of such additional covenantsmerger, restrictions consolidation, conveyance, transfer or conditions a default or an Event of Default permitting lease pursuant to Article 6 hereof; (e) reduce the enforcement of all or any of the several remedies provided in this Indenture as herein set forthConversion Price; 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 reduction in the case Conversion Price shall not adversely affect the interest of the Holders of Securities (after taking into account tax and other defaultsconsequences of such reduction) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such defaultin any material respect; (cf) comply with the requirements of the SEC in order to provide for effect or maintain the issuance under qualification of this Indenture of Securities in coupon form (including Securities registrable as to principal only) and to provide for exchangeability of such Securities with under the Securities issued hereunder in fully registered form and to make all appropriate changes for such purposeTIA; (dg) make any changes or modifications to cure this Indenture necessary in connection with the registration of any ambiguity or to correct or supplement any provision contained herein or Securities under the Securities Act as contemplated in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenturethe Registration Rights Agreement; provided, or to make such other provisions in regard to matters or questions arising under this Indenture; provided however, that any such action shall pursuant to this clause (g) does not adversely affect the interests of the Holders of the SecuritiesSecurities in any material respect; (eh) to evidence and provide for the acceptance of appointment hereunder by a successor trustee cure any ambiguity, correct or supplement any provision herein which may be inconsistent with any other provision herein or which is otherwise defective, or make any other provisions with respect to matters or questions arising under this Indenture which the Securities of one Company and the Trustee may deem necessary or more series desirable and to add to or change any of which shall not be inconsistent with the provisions of this Indenture as shall be necessary Indenture; provided, however, that such action pursuant to provide for or facilitate this clause (h) does not, in the administration good faith opinion of the trusts hereunder by more than one trusteeBoard of Directors and the Trustee, pursuant to adversely affect the requirements interests of Section 7.08the Holders of Securities in any material respect; (fi) add or modify any other provisions with respect to make any change matters or questions arising under this Indenture which the Company and the Trustee may deem necessary or desirable and which shall not be inconsistent with the provisions of this Indenture, provided, however, that such action pursuant to this clause (i) does not adversely affect the rights interests of the Holders of Securities in any Holdermaterial respect; or (gj) to provide make provision for the issuance of and establish the form and terms and conditions of the Securities of any series, to establish the form of any certifications required to be furnished pursuant to the terms of this Indenture or any series of Securities, or to add to the rights of the Holders of any series of Securities. Upon the request of the Company accompanied by a copy establishment of a Board Resolution, certified by book-entry system in which Holders would have the Secretary or an Assistant Secretary option to participate for the clearance and settlement of the Company to have been duly adopted by the Board of Directors and to be transactions in full force and effect on the date of the certificate, authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described Securities originally issued in Section 7.02 hereof, the Trustee shall join with the Company in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwisedefinitive form.

Without Consent of Holders of Securities. Notwithstanding Section 9.02 of this Indenture, the Company and the Trustee may amend or supplement this Indenture or the Securities without Without the consent of any Holder Holders of Securities, the Company, when authorized by a SecurityBoard Resolution, and the Trustee, at any time and from time to time, may amend this Indenture and the Securities to: (a) to evidence the succession of another Person to the Company, or successive successions, and the assumption by the successor Person of the covenants, agreements and obligations of the Company pursuant to Article 5 hereof; (b) to add to the covenants of the Company such further covenants, restrictions or conditions for the protection benefit of the Holders of all Securities; (b) surrender any right or any series of Securities (and if such covenants are to be for power herein conferred upon the benefit of less than all series of Securities stating that such covenants are expressly being included for the benefit of such series) as the Board of Directors and the Trustee shall consider to be for the protection of the Holders of such Securities, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions or conditions a default or an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; 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 defaultCompany; (c) make provision with respect to provide for the issuance under this Indenture conversion rights of Holders of Securities in coupon form (including Securities registrable as pursuant to principal only) and to provide for exchangeability of such Securities with the Securities issued hereunder in fully registered form and to make all appropriate changes for such purposeSection 12.11 hereof; (d) provide for the assumption of the Company’s obligations to cure any ambiguity the Holders of Securities in the case of a merger, consolidation, conveyance, transfer or lease pursuant to correct or supplement any provision contained herein or Article VI hereof; (e) increase the Conversion Rate; provided, that such increase in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture; provided that any such action the Conversion Rate shall not adversely affect the interests of the Holders of the Securities; Securities (eafter taking into account tax and other consequences of such reduction) 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 in any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Section 7.08material respect; (f) comply with the requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; (g) make any change changes or modifications to this Indenture necessary in connection with the registration of any Securities under the Securities Act as contemplated in the Registration Rights Agreement, provided, that such action pursuant to this clause (g) does not adversely affect the rights of any Holder; or (g) to provide for the issuance of and establish the form and terms and conditions of the Securities of any series, to establish the form of any certifications required to be furnished pursuant to the terms of this Indenture or any series of Securities, or to add to the rights interests of the Holders of Securities in any series material respect; (h) cure any ambiguity or correct or supplement any defective provision herein, provided that such modification or amendment does not, in the good faith opinion of Securities. Upon the request of the Company accompanied by a copy of a Board Resolution, certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to be in full force and effect on the date Trustee, adversely affect the interests of the certificate, authorizing the execution Holders of Securities in any such amended material respect; (i) add or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join modify any other provisions with the Company in the execution of any amended respect to matters or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities questions arising under this Indenture which the Company and the Trustee may deem necessary or otherwisedesirable and which shall not adversely affect the interests of the Holders of Securities in any material respect; or (j) provide for Global Securities in addition to or in place of Physical Securities.

Without Consent of Holders of Securities. Notwithstanding Section 9.02 9.2 of this Indenture, the Company and the Trustee may amend or supplement this Indenture or the Securities of one or more Series without the consent of any Holder of a SecuritySecurities of any Series in order to: (a) to evidence the succession of another Person to the Companycure any ambiguity, defect or successive successions, and the assumption by the successor Person of the covenants, agreements and obligations of the Company pursuant to Article 5 hereofinconsistency; (b) provide for the assumption by a Surviving Entity of the obligations of the Company under this Indenture; (c) provide for uncertificated Securities in addition to or in place of certificated Securities (provided that the uncertificated Securities are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Securities are described in Section 163(f)(2)(B) of the Code); (d) add guarantees with respect to the Securities of any Series or confirm and evidence the release, termination or discharge of any security or guarantee when such release, termination or discharge is permitted by this Indenture; (e) secure the Securities of any Series, add to the covenants of the Company such further covenants, restrictions or conditions for the protection 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 the holders of Securities stating that such covenants are expressly being included for the benefit of such series) as the Board of Directors and the Trustee shall consider to be for the protection of the Holders of such Securities, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions or conditions a default or an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; 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; (c) to provide for the issuance under this Indenture of Securities in coupon form (including Securities registrable as to principal only) and to provide for exchangeability of such Securities with the Securities issued hereunder in fully registered form and to make all appropriate changes for such purpose; (d) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture; provided that any such action shall not adversely affect the interests of the Holders of the Securities; (e) to evidence and provide for the acceptance of appointment hereunder by a successor trustee with respect to the Securities of one any Series or more series and to add to surrender any right or change any of power conferred upon the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Section 7.08Company; (f) to make any change that does not adversely affect the rights of any HolderHolder of the Securities; (g) comply with any requirement of the Commission in connection with the qualification of this Indenture under the TIA; (h) evidence and provide for the acceptance of appointment by a successor Trustee; (i) conform the text of this Indenture or the Securities to any provision of the “Description of Notes” of any prospectus, prospectus supplement, offering memorandum, offering circular or any other document pursuant to which the Securities of such Series were offered; or (gj) make any amendment to provide for the issuance provisions of this Indenture relating to the transfer and establish the form and terms and conditions legending of the Securities as permitted by this Indenture, including, without limitation to facilitate the issuance and administration of any series, to establish the form of any certifications required to be furnished pursuant to the terms of Securities; provided that (i) compliance with this Indenture as so amended would not result in the Securities being transferred in violation of the Securities Act or any series of Securities, or to add to applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer the Holders of any series of Securities. Upon the request of the Company accompanied by a copy of a Board Resolution, certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to be in full force and effect on the date of the certificate, Resolution authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 7.2 hereof, the Trustee shall will join with the Company in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Securities. Notwithstanding Section 9.02 of this Indenture, the Company Issuer, the Guarantors and the Trustee may amend or supplement this Indenture Indenture, the Securities Guarantees or the Securities without the consent of any Holder of a Security: (a1) to evidence the succession of another Person to the Companycure any ambiguity, defect or successive successions, and the assumption by the successor Person of the covenants, agreements and obligations of the Company pursuant to Article 5 hereofinconsistency; (b2) to provide for uncertificated Securities in addition to or in place of certificated Securities; (3) to provide for the assumption of the Issuer’s obligations to Holders of Securities in the case of a merger or consolidation or sale of all or substantially all of the Issuer’s assets; (4) to add to the covenants of the Company such further covenants, restrictions or conditions Issuer for the protection 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 Securities, stating that such covenants are expressly being included solely for the benefit of such that series) as or to surrender any right or power herein conferred upon the Board Issuer; (5) to add any additional Events of Directors Default for the benefit of the Holders of all or any series of Securities (and the Trustee shall consider if such Events of Default are to be for the protection benefit of the Holders less than all series of such Securities, and to make the occurrence, or the occurrence and continuance, of a default in any of stating that such additional covenants, restrictions or conditions a default or an Event Events of Default permitting are expressly being included solely for the enforcement benefit of all or any of the several remedies provided in this Indenture as herein set forththat series); provided, however, that in respect of any such additional covenant, restriction or condition Events of Default such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the Holders of a majority in aggregate principal amount of that or, those series of Securities to which such additional Events of Default apply to waive such default; (c6) to provide for change or eliminate any of the issuance under this Indenture provisions of Securities in coupon form (including Securities registrable as to principal only) and to provide for exchangeability of such Securities with the Securities issued hereunder in fully registered form and to make all appropriate changes for such purpose; (d) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture; , provided that any such action change or elimination shall not adversely affect become effective only when there is no Security outstanding of any series created prior to the interests execution of such supplemental indenture which is entitled to the Holders benefit of the Securitiessuch provision; (e7) to establish the form or terms of Securities of any series as permitted by Sections 2.01 and 2.02, including the provisions and procedures relating to Securities convertible into Ventas, Inc. Common Stock; (8) to evidence and provide for the acceptance of appointment hereunder by a successor trustee Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Section 7.08Trustee; (f9) to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Securities pursuant to Sections 8.02, 8.03 and 11.01, provided that any such action shall not adversely affect the interests of the Holders of Securities of that series or any other series of Securities in any material respect; (10) to add additional Securities Guarantees with respect to the Securities; (11) to secure the Securities; (12) to subordinate the indebtedness evidenced by the Securities to any indebtedness of the Issuer other than the Senior Indebtedness; (13) to make any other change that would provide any additional rights or benefits to the Holders of Securities or that does not adversely affect the legal rights under this Indenture of any such Holder; or (g14) to provide for the issuance of and establish the form and terms and conditions comply with requirements of the Securities of any series, Commission in order to establish effect or maintain the form of any certifications required to be furnished pursuant to the terms qualification of this Indenture or any series of Securities, or to add to under the rights of the Holders of any series of Securities. Upon the request of the Company accompanied by a copy of a Board Resolution, certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to be in full force and effect on the date of the certificate, authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Company in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwiseTIA.

Without Consent of Holders of Securities. Notwithstanding Section 9.02 of this Indenture, the Company and the Trustee may amend or supplement this Indenture or the Securities without Without the consent of any Holder Holders of Securities, the Company, when authorized by a SecurityBoard Resolution, and the Trustee, at any time and from time to time, may amend this Indenture and the Securities to: (a) to evidence the succession of another Person to the Company, or successive successions, and the assumption by the successor Person of the covenants, agreements and obligations of the Company pursuant to Article 5 hereof; (b) to add to the covenants of the Company such further covenants, restrictions or conditions for the protection benefit of the Holders of all Securities; (b) surrender any right or any series of Securities (and if such covenants are to be for power herein conferred upon the benefit of less than all series of Securities stating that such covenants are expressly being included for the benefit of such series) as the Board of Directors and the Trustee shall consider to be for the protection of the Holders of such Securities, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions or conditions a default or an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; 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 defaultCompany; (c) make provision with respect to provide for the issuance under this Indenture conversion rights of Holders of Securities in coupon form (including Securities registrable as pursuant to principal only) and to provide for exchangeability of such Securities with the Securities issued hereunder in fully registered form and to make all appropriate changes for such purposeSection 12.11 hereof; (d) provide for the assumption of the Company’s obligations to cure any ambiguity the Holders of Securities in the case of a merger, consolidation, conveyance, transfer or lease pursuant to correct or supplement any provision contained herein or Article 6 hereof; (e) reduce the Conversion Price; provided, that such reduction in the Conversion Price shall not adversely affect the interest of the Holders of Securities (after taking into account tax and other consequences of such reduction) in any supplemental indenture which may be defective material respect; (f) comply with the requirements of the SEC in order to effect or inconsistent maintain the qualification of this Indenture under the TIA; (g) make any changes or modifications to this Indenture necessary in connection with the registration of any other provision contained herein or Securities under the Securities Act as contemplated in any supplemental indenturethe Registration Rights Agreement, or to make such other provisions in regard to matters or questions arising under this Indenture; provided provided, that any such action shall pursuant to this clause (g) does not adversely affect the interests of the Holders of the SecuritiesSecurities in any material respect; (eh) cure any ambiguity, to evidence and provide for the acceptance of appointment hereunder by a successor trustee correct or supplement any provision herein which may be inconsistent with any other provision herein or which is otherwise defective, or to make any other provisions with respect to matters or questions arising under this Indenture which the Securities of one Company and the Trustee may deem necessary or more series desirable and to add to or change any of which shall not be inconsistent with the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trusteeIndenture, provided, that such action pursuant to the requirements of Section 7.08; this clause (fh) to make any change that does not adversely affect the rights interests of the Holders of Securities in any Holdermaterial respect; (i) add or modify any other provisions with respect to matters or questions arising under this Indenture which the Company and the Trustee may deem necessary or desirable and which shall not be inconsistent with the provisions of this Indenture, provided that such action pursuant to this clause (i) does not adversely affect the interests of the Holders of Securities in any material respect; (j) make provision for the establishment of a book-entry system, in which Holders would have the option to participate, for the clearance and settlement of transactions in Securities originally issued in definitive form; (k) provide for uncertificated notes in addition to or in place of certificated notes; or (gl) to provide for modify the issuance of and establish the form and terms and conditions provisions of the Securities of Indenture relating to the Pledge Agreement or any seriestransactions contemplated thereby, to establish the form of any certifications required to be furnished provided that such action pursuant to this clause (k) does not adversely affect the terms of this Indenture or any series of Securities, or to add to the rights interests of the Holders of Securities in any series of Securities. Upon the request of the Company accompanied by a copy of a Board Resolution, certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to be in full force and effect on the date of the certificate, authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Company in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwisematerial respect.

Without Consent of Holders of Securities. Notwithstanding Section 9.02 of this Indenture, the Company and the Trustee may amend or supplement this Indenture or the Securities without Without the consent of any Holder Holders of Securities, the Company, when authorized by a SecurityBoard Resolution, and the Trustee, at any time and from time to time, may amend this Indenture and the Securities to: (a) to evidence the succession of another Person to the Company, or successive successions, and the assumption by the successor Person of the covenants, agreements and obligations of the Company pursuant to Article 5 hereof; (b) to add to the covenants of the Company such further covenants, restrictions or conditions for the protection benefit of the Holders of all Securities; (b) surrender any right or any series of Securities (and if such covenants are to be for power herein conferred upon the benefit of less than all series of Securities stating that such covenants are expressly being included for the benefit of such series) as the Board of Directors and the Trustee shall consider to be for the protection of the Holders of such Securities, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions or conditions a default or an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; 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 defaultCompany; (c) make provision with respect to provide for the issuance under this Indenture conversion rights of Holders of Securities in coupon form (including Securities registrable as pursuant to principal only) and to provide for exchangeability of such Securities with the Securities issued hereunder in fully registered form and to make all appropriate changes for such purposeSection 12.11 hereof; (d) provide for the assumption of the Company's obligations to cure any ambiguity the Holders of Securities in the case of a merger, consolidation, conveyance, transfer or lease pursuant to correct or supplement any provision contained herein or Article 6 hereof; (e) reduce the Conversion Price; provided, that such reduction in the Conversion Price shall not adversely affect the interest of the Holders of Securities (after taking into account tax and other consequences of such reduction) in any supplemental indenture which may be defective material respect; (f) comply with the requirements of the SEC in order to effect or inconsistent maintain the qualification of this Indenture under the TIA; (g) make any changes or modifications to this Indenture necessary in connection with the registration of any other provision contained herein or Securities under the Securities Act as contemplated in any supplemental indenturethe Registration Rights Agreement, or to make such other provisions in regard to matters or questions arising under this Indenture; provided provided, that any such action shall pursuant to this clause (g) does not adversely affect the interests of the Holders of the SecuritiesSecurities in any material respect; (eh) cure any ambiguity, to evidence and provide for the acceptance of appointment hereunder by a successor trustee correct or supplement any provision herein which may be inconsistent with any other provision herein or which is otherwise defective, or to make any other provisions with respect to matters or questions arising under this Indenture which the Securities of one Company and the Trustee may deem necessary or more series desirable and to add to or change any of which shall not be inconsistent with the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trusteeIndenture, provided, that such action pursuant to the requirements of Section 7.08; this clause (fh) to make any change that does not adversely affect the rights interests of the Holders of Securities in any Holdermaterial respect; (i) add or modify any other provisions with respect to matters or questions arising under this Indenture which the Company and the Trustee may deem necessary or desirable and which shall not be inconsistent with the provisions of this Indenture, provided, that such action pursuant to this clause (i) does not adversely affect the interests of the Holders of Securities in any material respect; or (gj) to provide make provision for the issuance of and establish the form and terms and conditions of the Securities of any series, to establish the form of any certifications required to be furnished pursuant to the terms of this Indenture or any series of Securities, or to add to the rights of the Holders of any series of Securities. Upon the request of the Company accompanied by a copy establishment of a Board Resolutionbook-entry system, certified by in which Holders would have the Secretary or an Assistant Secretary option to participate, for the clearance and settlement of the Company to have been duly adopted by the Board of Directors and to be transactions in full force and effect on the date of the certificate, authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described Securities originally issued in Section 7.02 hereof, the Trustee shall join with the Company in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwisedefinitive form.

Without Consent of Holders of Securities. Notwithstanding Section 9.02 of this Indenture, the Company Issuer, the Guarantors and the Trustee may amend or supplement this Indenture Indenture, the Securities Guarantees or the Securities without the consent of any Holder of a Security: (a1) to evidence the succession of another Person to the Companycure any ambiguity, defect or successive successions, and the assumption by the successor Person of the covenants, agreements and obligations of the Company pursuant to Article 5 hereofinconsistency; (b2) to provide for uncertificated Securities in addition to or in place of certificated Securities; (3) to provide for the assumption of the Issuer’s obligations to Holders of Securities in the case of a merger or consolidation or sale, assignment, transfer, conveyance, lease or other disposition of all or substantially all of the assets of the Issuer and its Subsidiaries, taken as a whole; (4) to add to the covenants of the Company such further covenants, restrictions or conditions Issuer for the protection 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 Securities, stating that such covenants are expressly being included solely for the benefit of such that series) as or to surrender any right or power herein conferred upon the Board Issuer; (5) to add any additional Events of Directors Default for the benefit of the Holders of all or any series of Securities (and the Trustee shall consider if such Events of Default are to be for the protection benefit of the Holders less than all series of such Securities, and to make the occurrence, or the occurrence and continuance, of a default in any of stating that such additional covenants, restrictions or conditions a default or an Event Events of Default permitting are expressly being included solely for the enforcement benefit of all or any of the several remedies provided in this Indenture as herein set forththat series); provided, however, that in respect of any such additional covenant, restriction or condition Events of Default such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the Holders of a majority in aggregate principal amount of that or those series of Securities to which such additional Events of Default apply to waive such default; (c6) to provide for change or eliminate any of the issuance under this Indenture provisions of Securities in coupon form (including Securities registrable as to principal only) and to provide for exchangeability of such Securities with the Securities issued hereunder in fully registered form and to make all appropriate changes for such purpose; (d) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture; , provided that any such action change or elimination shall not adversely affect become effective only when there is no Security Outstanding of any series created prior to the interests execution of such supplemental indenture which is entitled to the Holders benefit of the Securitiessuch provision; (e7) to establish the form or terms of Securities of any series as permitted by Sections 2.01 and 2.02, including the provisions and procedures relating to Securities exchangeable for the Parent’s Common Stock; (8) to evidence and provide for the acceptance of appointment hereunder by a successor trustee Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Section 7.08Trustee; (f9) to evidence the succession of another entity to the Issuer and the assumption by the successor of the covenants of the Issuer contained in this Indenture; (10) to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Securities pursuant to Sections 8.02, 8.03 and 11.01, provided that any such action shall not adversely affect the interests of the Holders of Securities of that series or any other series of Securities in any material respect; (11) to add additional Securities Guarantees with respect to the Securities; (12) to secure the Securities; (13) to subordinate the indebtedness evidenced by the Securities to any indebtedness of the Issuer or any Guarantor other than the Senior Indebtedness; (14) to make any other change that would provide any additional rights or benefits to the Holders of Securities or that does not adversely affect the legal rights under this Indenture of any such Holder; or (g15) to provide for the issuance of and establish the form and terms and conditions comply with requirements of the Securities of any series, Commission in order to establish effect or maintain the form of any certifications required to be furnished pursuant to the terms qualification of this Indenture or any series of Securities, or to add to under the rights of the Holders of any series of Securities. Upon the request of the Company accompanied by a copy of a Board Resolution, certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to be in full force and effect on the date of the certificate, authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Company in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwiseTIA.

Without Consent of Holders of Securities. Notwithstanding Section 9.02 of this Indenture, the Company and the Trustee may amend or supplement this Indenture or the Securities without Without the consent of any Holder Holders of Securities, the Company, when authorized by a SecurityBoard Resolution, and the Trustee, at any time and from time to time, may amend this Indenture and the Securities to: (a) to evidence the succession of another Person to the Company, or successive successions, and the assumption by the successor Person of the covenants, agreements and obligations of the Company pursuant to Article 5 hereof; (b) to add to the covenants of the Company such further covenants, restrictions or conditions provide Guarantees for the protection benefit of the Holders of all Securities; (b) surrender any right or any series power herein conferred upon the Company; (c) make provision with respect to the conversion rights of Holders of Securities pursuant to Section 12.11 hereof; (and if such covenants are to be d) provide for the benefit assumption of less than all series of Securities stating that such covenants are expressly being included for the benefit of such series) as the Board of Directors and the Trustee shall consider Company’s obligations to be for the protection of the Holders of such Securities, and to make Securities in the occurrence, or the occurrence and continuance, case of a default in any of such additional covenantsmerger, restrictions consolidation, conveyance, transfer or conditions a default or an Event of Default permitting lease pursuant to Article 6 hereof; (e) increase the enforcement of all or any of the several remedies provided in this Indenture as herein set forthConversion Rate; 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 increase in the case Conversion Rate shall not adversely affect the interest of the Holders of Securities (after taking into account tax and other defaultsconsequences of such increase) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such defaultin any material respect; (cf) comply with the requirements of the SEC in order to provide for effect or maintain the issuance under qualification of this Indenture of Securities in coupon form (including Securities registrable as to principal only) and to provide for exchangeability of such Securities with under the Securities issued hereunder in fully registered form and to make all appropriate changes for such purposeTIA; (dg) to cure any ambiguity or to ambiguity, 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 indenturewhich is otherwise defective, or to make such any other provisions in regard with respect to matters or questions arising under this Indenture which the Company and the Trustee may deem necessary or desirable and which shall not be inconsistent with the provisions of this Indenture; provided, however, that such action pursuant to this clause (g) does not, in the good faith opinion of the Board of Directors and the Trustee, adversely affect the interests of the Holders of Securities in any material respect; or (h) make any changes or modifications to this Indenture necessary in connection with the registration of the Securities under the Securities Act as contemplated by the Registration Rights Agreement; provided that this action does not adversely affect the interests of the Holders in any material respect; or (i) add or modify any other provisions with respect to matters or questions arising under this Indenture which the Company and the Trustee may deem necessary or desirable and which shall not be inconsistent with the provisions of this Indenture, provided, however, that such action shall pursuant to this clause (i) does not adversely affect the interests of the Holders of the Securities; (e) 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 in any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Section 7.08; (f) to make any change that does not adversely affect the rights of any Holder; or (g) to provide for the issuance of and establish the form and terms and conditions of the Securities of any series, to establish the form of any certifications required to be furnished pursuant to the terms of this Indenture or any series of Securities, or to add to the rights of the Holders of any series of Securities. Upon the request of the Company accompanied by a copy of a Board Resolution, certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to be in full force and effect on the date of the certificate, authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Company in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwisematerial respect.

Without Consent of Holders of Securities. (a) Notwithstanding Section 9.02 of this Indenture, the Company Company, the Subsidiary Guarantors and the Trustee may amend or supplement this Indenture or the Securities without the consent of any Holder of a Securityto: (ai) to evidence the succession of another Person to the Company, or successive successions, and the assumption by the successor Person of the covenants, agreements and obligations of the Company pursuant to Article 5 hereof; (b) to add to the covenants of the Company such further covenants, restrictions or conditions for the protection of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities stating that such covenants are expressly being included for the benefit of such series) as the Board of Directors and the Trustee shall consider to be for the protection of the Holders of such Securities, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions or conditions a default or an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; 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; (c) to provide for the issuance under this Indenture of Securities in coupon form (including Securities registrable as to principal only) and to provide for exchangeability of such Securities with the Securities issued hereunder in fully registered form and to make all appropriate changes for such purpose; (d) to cure any ambiguity ambiguity, omission, defect or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision inconsistency contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture; provided that any such action shall not adversely affect the interests of the Holders of the Securities; (eii) establish the form or terms of Securities or the Guarantees to be endorsed thereon of any Series as permitted by Section 2.03; (iii) evidence and provide for the acceptance of appointment hereunder of a Trustee for a Series of Securities and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 7.10 hereof; (iv) modify the covenants or Events of Default of the Company solely in respect of, or add new covenants or Events of Default of the Company that apply solely to, Securities not outstanding on the date of such supplemental indenture; (v) evidence and provide for the acceptance of appointment hereunder by a successor trustee with respect to the Securities of one or more series Series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Section 7.08; (fvi) provide for the assumption by a Surviving Person of the obligations of the Company under this Indenture or of a Subsidiary Guarantor under this Indenture and its Subsidiary Guaranty; (vii) provide for uncertificated Securities in addition to or in place of certificated Securities (provided that the uncertificated Securities are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Securities are described in Section 163(f)(2)(B) of the Code); (viii) add additional Guarantees with respect to the Securities or to release Subsidiary Guarantors from Subsidiary Guaranties as provided by the terms of this Indenture; (ix) make any change that does not adversely affect in any material respect the rights of any HolderHolder of the Securities under this Indenture; (x) comply with any requirement of the Commission in connection with the qualification of this Indenture under the TIA; or (gxi) to provide for the issuance of and establish the form and terms and conditions of the additional Securities of any series, to establish the form of any certifications required to be furnished pursuant to the terms of in accordance with this Indenture or any series of Securities, or to add to the rights of the Holders of any series of Securities. Indenture. (b) Upon the request of the Company accompanied by a copy of a Board Resolution, certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to be in full force and effect on the date of the certificate, Resolution authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof9.07, the Trustee shall join with the Company and the Subsidiary Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Securities. Notwithstanding Section 9.02 of this Indenture, the Company and the Trustee may amend or supplement this Indenture or the Securities without the consent of any Holder of a Securityany Securities of any Series, the Company, each Guarantor, if any, and the Trustee for the Securities of any and all Series may, from time to time and at any time, enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the TIA), in form satisfactory to such Trustee, for one or more of the following purposes: (a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities of one or more Series, or any Guarantees endorsed thereon or attached thereto, any property or assets; (b) to evidence the succession of another Person entity to the Company, or successive successions, and the assumption by the successor Person entity of the covenants, agreements and obligations of the Company pursuant to Article 5 hereofor such Guarantor herein and in the Securities or the Guarantees of such Guarantor, as the case may be; (bc) to add to the covenants and/or Events of Default of the Company or any Guarantor such further covenants, restrictions or conditions for the protection restrictions, conditions, provisions and/or Events of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities stating that such covenants are expressly being included for the benefit of such series) Default as the Board of Directors, applicable Guarantor’s Board of Directors and the Trustee shall consider to be for the protection of the Holders of Securities of any or all Series and, if such Securitiesadditional covenants and/or Events of Default are to be for the benefit of less than all the Series of Securities stating that such covenants and/or Events of Default are being added solely for the benefit of such Series, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions restrictions, conditions or conditions a default or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forthforth (and if such additional Events of Default are to be for the benefit of less than all Series of the Securities stating that such Events of Default are being added solely for the benefit of such Series); provided, however, that in respect of any such additional covenant, restriction or condition restriction, condition, provision and/or Events of Default such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default an Event of Default or may limit the remedies available to the Trustee upon such default; (c) to provide for an Event of Default or may limit the issuance under this Indenture right of the Holders of a majority in aggregate principal amount of the Securities in coupon form (including Securities registrable as to principal only) and to provide for exchangeability of such Securities with the Securities issued hereunder in fully registered form and Series or any Guarantees endorsed thereon or attached thereto to make all appropriate changes for waive such purposean Event of Default; (d) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, ; or to make such other provisions in regard to matters or questions arising under this Indenture; provided that Indenture or under any such action supplemental indenture which shall not materially and adversely affect the interests legal rights of the Holders of the Securities; (e) to establish the form or terms of Securities of such Series and any Guarantees endorsed thereon or attached thereto, as permitted by Sections 2.01 and 2.02; (f) to evidence and provide for the acceptance of appointment hereunder by a successor trustee with respect to the Securities of one or more series Series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than the one trusteeTrustee, pursuant to the requirements of Section 7.08; (fg) to delete, modify or add any of the provisions of this Indenture, provided that, except as otherwise contemplated by Section 2.02, any such deletion, modification or addition shall become effective only when there is no Security of any Series outstanding created prior thereto which is entitled to the benefit of such provision; (h) to add any Person as an additional Guarantor under this Indenture, to add additional Guarantees or additional Guarantors in respect of any outstanding Securities under this Indenture, or to evidence the release and discharge of any Guarantor from its obligations under its Guarantees of any Securities and its obligations under this Indenture in respect of any Securities in accordance with the terms of this Indenture (none of which require existing Guarantors to execute such amendment); (i) to secure, or, if applicable, provide additional security for, any Securities or Guarantees and to provide for matters relating thereto, and to provide for the release of any collateral as security for any Securities or Guarantees; (j) to make any change that does not adversely affect in the rights of any Holder; or (g) to provide for the issuance of and establish the form and terms and conditions of the Securities of any series, to establish the form of any certifications required to be furnished pursuant to the terms provisions of this Indenture or any series supplemental indenture relating to subordination that would limit or terminate the benefits available to any holder of Securitiessenior indebtedness under such provisions; provided that such change is made in accordance with the provisions of such senior indebtedness; or (k) to amend or supplement any provision contained herein, which was required to be contained herein in order for this Indenture to be qualified under the TIA, if the TIA or regulations thereunder change what is so required to add to the rights of the Holders of be included in qualified indentures, in any series of Securitiesmanner not inconsistent with what then may be required for such qualification. Upon the request of the Company accompanied by a copy resolution of a Board Resolution, certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the its Board of Directors and to be in full force and effect on the date of the certificate, authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 7.02(b) hereof, the Trustee shall will join with the Company and any Guarantors, as applicable, in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein containedcontained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, but the Trustee shall will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section may be executed without the consent of the Holders of any of the Securities at the time outstanding, notwithstanding any of the provisions of Section 9.02.

Without Consent of Holders of Securities. Notwithstanding Section 9.02 of this Indenturehereof, the Company Company, the Guarantors, if any, and the Trustee at any time and from time to time may amend or supplement this Indenture or the Securities enter into one or more indentures supplemental hereto without the consent of any Holder of a SecuritySecurity for any of the following purposes: (a) to evidence the succession of another Person to the Companycure any ambiguity, defect or successive successions, and the assumption by the successor Person of the covenants, agreements and obligations of the Company pursuant to Article 5 hereofinconsistency; (b) to add to the covenants of the Company such further covenants, restrictions or conditions for the protection of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities stating that such covenants are expressly being included for the benefit of such series) as the Board of Directors and the Trustee shall consider to be for the protection of the Holders of such Securities, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions or conditions a default or an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant, restriction or condition such supplemental indenture may provide for uncertificated Securities in addition to or in place of certificated Securities in a particular period of grace after default (which period may be shorter or longer than manner 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 defaultdoes not materially adversely affect any Holder; (c) to provide for the issuance under this Indenture assumption of Securities in coupon form (including Securities registrable as the Company's or, if applicable, a Guarantor's obligations to principal only) and to provide for exchangeability the Holders of such Securities with the Securities issued hereunder in fully registered form and or a series by a successor pursuant to make all appropriate changes for such purposeArticle 5 or 11 hereof; (d) to cure make any ambiguity change that would provide any additional rights or benefits to correct the Holders or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture; provided that any such action shall does not adversely affect the interests legal rights hereunder of the Holders of the Securitiesany Holder; (e) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; (f) to add a Guarantor with respect to Securities of any series; (g) to evidence and provide for the acceptance of appointment hereunder by a successor trustee Trustee with respect to the Securities of one or more series 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 trusteeTrustee, pursuant to the requirements of Section 7.087.08 hereof; (fh) to make mortgage, pledge, hypothecate or grant a security interest in favor of the Trustee for the benefit of the Holders of Securities of any series as additional security for the payment and performance of the Company's or, if applicable, a Guarantor's obligations herein in any property or assets; (i) to add to, change that does not adversely affect or eliminate any of the provisions of this Indenture (which addition, change or elimination may apply to one or more series of Securities), provided that, any such addition, change or elimination (A) shall neither (i) apply to any Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor (ii) modify the rights of the Holder of any Holdersuch Security with respect to such provision or (B) shall become effective only when there is no such outstanding Security; or (gj) to provide for the issuance of and establish the form and terms and conditions of the Securities of any seriesseries permitted by Sections 2.01 and 2.03(a) hereof, to establish the form of any certifications required to be furnished pursuant to the terms of this Indenture or any series of Securities, or to add to the rights of the Holders of any series of Securitiesrespectively. Upon the request of the Company accompanied by a copy of a Board Resolution, certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to be in full force and effect on the date of the certificate, Resolution authorizing the execution of any such amended or supplemental indentureIndenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Company and, if applicable, the Guarantors in the execution of any amended or supplemental indenture Indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental indenture Indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Securities. Notwithstanding Section 9.02 of this Indenture, the Company and the Trustee may amend or supplement this Indenture or the Securities without Without the consent of any Holder Holders of Securities, the Company, when authorized by a SecurityBoard Resolution, and the Trustee, at any time and from time to time, may jointly amend this Indenture and the Securities to: (a) to evidence the succession of another Person to the Company, or successive successions, and the assumption by the successor Person of the covenants, agreements and obligations of the Company pursuant to Article 5 hereof; (b) to add to the covenants of the Company such further covenants, restrictions or conditions for the protection benefit of the Holders of Securities; (b) surrender any right or power herein conferred upon the Company; (c) provide for the conversion rights of Holders of Securities pursuant to Article 12 if any reclassification or change of the Common Stock or any consolidation, merger or sale of all or any series substantially all of Securities the Company's assets occurs; (and if such covenants are to be d) provide for the benefit assumption of less than all series of Securities stating that such covenants are expressly being included for the benefit of such series) as the Board of Directors and the Trustee shall consider Company's obligations to be for the protection of the Holders of such Securities, and to make Securities in the occurrence, or the occurrence and continuance, case of a default in any of such additional covenantsmerger, restrictions consolidation, conveyance, transfer or conditions a default or an Event of Default permitting lease pursuant to Article 6; (e) reduce the enforcement of all or any of the several remedies provided in this Indenture as herein set forthConversion Price; 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 reduction in the case Conversion Price shall not adversely affect the interest of the Holders of Securities (after taking into account tax and other defaults) or may provide for an immediate enforcement upon consequences of such default or may limit the remedies available to the Trustee upon such defaultreduction); (cf) comply with the requirements of the SEC in order to provide for effect or maintain the issuance under qualification of this Indenture of Securities in coupon form (including Securities registrable as to principal only) and to provide for exchangeability of such Securities with under the Securities issued hereunder in fully registered form and to make all appropriate changes for such purposeTIA; (dg) make any changes or modifications to cure this Indenture necessary in connection with the registration of any ambiguity or to correct or supplement any provision contained herein or Securities under the Securities Act as contemplated in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenturethe Registration Rights Agreement; provided, or to make such other provisions in regard to matters or questions arising under this Indenture; provided however, that any such action shall not pursuant to this clause (g) does not, in the good faith opinion of the Board of Directors of the Company (as evidenced by a Board Resolution) and the Trustee, adversely affect the interests of the Holders of the SecuritiesSecurities in any material respect; (eh) cure any ambiguity, to evidence and provide for the acceptance of appointment hereunder by a successor trustee correct or supplement any provision herein which may be inconsistent with any other provision herein or which is otherwise defective, or to make any other provisions with respect to matters or questions arising under this Indenture which the Securities of one Company and the Trustee may deem necessary or more series desirable and to add to or change any of which shall not be inconsistent with the provisions of this Indenture as shall be necessary Indenture; provided, however, that such action pursuant to provide for or facilitate this clause (h) does not, in the administration good faith opinion of the trusts hereunder Board of Directors of the Company (as evidenced by more than one trusteea Board Resolution) and the Trustee, pursuant to the requirements of Section 7.08; (f) to make any change that does not adversely affect the rights interests of the Holders of Securities in any Holdermaterial respect; or (gi) add or modify any other provisions with respect to provide for matters or questions arising under this Indenture which the issuance Company and the Trustee may deem necessary or desirable and which shall not be inconsistent with the provisions of and establish this Indenture; provided, however, that such action pursuant to this clause (i) does not, in the form and terms and conditions good faith opinion of the Securities Board of any seriesDirectors of the Company (as evidenced by a Board Resolution) and the Trustee, to establish adversely affect the form of any certifications required to be furnished pursuant to the terms of this Indenture or any series of Securities, or to add to the rights interests of the Holders of Securities in any series of Securities. Upon the request of the Company accompanied by a copy of a Board Resolution, certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to be in full force and effect on the date of the certificate, authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Company in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwisematerial respect.

Without Consent of Holders of Securities. Notwithstanding Section 9.02 of this Indenture, the Company Issuer, the Guarantors and the Trustee may amend or supplement this Indenture Indenture, the Securities Guarantees or the Securities without the consent of any Holder of a Security: (a1) to evidence the succession of another Person to the Companycure any ambiguity, defect or successive successions, and the assumption by the successor Person of the covenants, agreements and obligations of the Company pursuant to Article 5 hereofinconsistency; (b2) to provide for uncertificated Securities in addition to or in place of certificated Securities; (3) to provide for the assumption of the Issuer’s obligations to Holders of Securities in the case of a merger or consolidation or sale of all or substantially all of the Issuer’s assets; (4) to add to the covenants of the Company such further covenants, restrictions or conditions Issuer for the protection 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 Securities, stating that such covenants are expressly being included solely for the benefit of such that series) as or to surrender any right or power herein conferred upon the Board Issuer; (5) to add any additional Events of Directors Default for the benefit of the Holders of all or any series of Securities (and the Trustee shall consider if such Events of Default are to be for the protection benefit of the Holders less than all series of such Securities, and to make the occurrence, or the occurrence and continuance, of a default in any of stating that such additional covenants, restrictions or conditions a default or an Event Events of Default permitting are expressly being included solely for the enforcement benefit of all or any of the several remedies provided in this Indenture as herein set forththat series); provided, however, that in respect of any such additional covenant, restriction or condition Events of Default such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the Holders of a majority in aggregate principal amount of that or those series of Securities to which such additional Events of Default apply to waive such default; (c6) to provide for change or eliminate any of the issuance under this Indenture provisions of Securities in coupon form (including Securities registrable as to principal only) and to provide for exchangeability of such Securities with the Securities issued hereunder in fully registered form and to make all appropriate changes for such purpose; (d) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture; , provided that any such action change or elimination shall not adversely affect become effective only when there is no Security outstanding of any series created prior to the interests execution of such supplemental indenture which is entitled to the Holders benefit of the Securitiessuch provision; (e7) to establish the form or terms of Securities of any series as permitted by Sections 2.01 and 2.02, including the provisions and procedures relating to Securities convertible into Ventas, Inc. Common Stock; (8) to evidence and provide for the acceptance of appointment hereunder by a successor trustee Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Section 7.08Trustee; (f9) to evidence the succession of another entity to Ventas, Inc. and the assumption by the successor of the covenants of Ventas, Inc. contained in this Indenture; (10) to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Securities pursuant to Sections 8.02, 8.03 and 11.01, provided that any such action shall not adversely affect the interests of the Holders of Securities of that series or any other series of Securities in any material respect; (11) to add additional Securities Guarantees with respect to the Securities; (12) to secure the Securities; (13) to make any other change that would provide any additional rights or benefits to the Holders of Securities or that does not adversely affect the legal rights under this Indenture of any such Holder; or (g14) to provide for the issuance of and establish the form and terms and conditions comply with requirements of the Securities of any series, Commission in order to establish effect or maintain the form of any certifications required to be furnished pursuant to the terms qualification of this Indenture or any series of Securities, or to add to under the rights of the Holders of any series of Securities. Upon the request of the Company accompanied by a copy of a Board Resolution, certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to be in full force and effect on the date of the certificate, authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Company in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwiseTIA.

Without Consent of Holders of Securities. Notwithstanding Section 9.02 of this Indenture, the Company and the Trustee may amend or supplement this Indenture or the Securities of one or more Series without the consent of any Holder of a SecuritySecurities of any Series in order to: (a) to evidence the succession of another Person to the Companycure any ambiguity, defect or successive successions, and the assumption by the successor Person of the covenants, agreements and obligations of the Company pursuant to Article 5 hereofinconsistency; (b) provide for the assumption by a Surviving Entity of the obligations of the Company under this Indenture; Table of Contents (c) provide for uncertificated Securities in addition to or in place of certificated Securities (provided that the uncertificated Securities are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Securities are described in Section 163(f)(2)(B) of the Code); (d) add guarantees with respect to the Securities of any Series or confirm and evidence the release, termination or discharge of any security or guarantee when such release, termination or discharge is permitted by this Indenture; (e) secure the Securities of any Series, add to the covenants of the Company such further covenants, restrictions or conditions for the protection of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities stating that such covenants are expressly being included for the benefit of such series) as the Board of Directors and the Trustee shall consider to be for the protection of the Holders of such Securities, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions or conditions a default or an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; 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; (c) to provide for the issuance under this Indenture of Securities in coupon form (including Securities registrable as to principal only) and to provide for exchangeability of such Securities with the Securities issued hereunder in fully registered form and to make all appropriate changes for such purpose; (d) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture; provided that any such action shall not adversely affect the interests of the Holders of the Securities; (e) to evidence and provide for the acceptance of appointment hereunder by a successor trustee with respect to the Securities of one any Series or more series and to add to surrender any right or change any of power conferred upon the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Section 7.08Company; (f) to make any change that does not adversely affect the rights of any HolderHolder of the Securities; (g) comply with any requirement of the Commission in connection with the qualification of this Indenture under the TIA; (h) evidence and provide for the acceptance of appointment by a successor Trustee; (i) conform the text of this Indenture or the Securities to any provision of the “Description of Notes” of any prospectus, prospectus supplement, offering memorandum, offering circular or any other document pursuant to which the Securities of such Series were offered; or (gj) make any amendment to provide for the issuance provisions of this Indenture relating to the transfer and establish the form and terms and conditions legending of the Securities as permitted by this Indenture, including, without limitation to facilitate the issuance and administration of any series, to establish the form of any certifications required to be furnished pursuant to the terms of Securities; provided that (i) compliance with this Indenture as so amended would not result in the Securities being transferred in violation of the Securities Act or any series of Securities, or to add to applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer the Holders of any series of Securities. Upon the request of the Company accompanied by a copy of a Board Resolution, certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to be in full force and effect on the date of the certificate, Resolution authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall will join with the Company in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.