Common use of Without Consent of Noteholders Clause in Contracts

Without Consent of Noteholders. The Company, the Subsidiary Guarantors and the Trustee may amend this Indenture or the Notes without notice to or consent of any Noteholder: (a) to provide for amendments to the conversion rights of Holders of the Notes and the Company’s repurchase obligations in connection with a Fundamental Change or in the event of any change or reclassification of the Class A Common Stock, consolidation, amalgamation, merger or sale, lease, transfer, conveyance or other disposition of all or substantially all of the Company’s property and assets; (b) to comply with Article 5; (c) to surrender any right or power herein conferred upon the Company; (d) to add to the covenants of the Company for the benefit of the Noteholders (including adding one or more additional put rights in favor of the Noteholders); (e) to cure any ambiguity or correct or supplement any inconsistent or otherwise defective provision contained in this Indenture; provided that such modification or amendment does not adversely affect the interests of the Holders of the Notes in any material respect; provided, further, that any amendment made solely to conform the provisions of this Indenture to the Description of the Notes contained in the Company’s Offering Memorandum dated March 4, 2008 will not be deemed to adversely affect the interests of the Holders of the Notes; (f) to increase the Conversion Rate; provided that the increase will not adversely affect the interests of the Holders of the Notes; (g) to make any changes or modifications necessary in connection with the registrations of the shares of Class A Common Stock issuable upon conversion of the Notes under the Securities Act as contemplated in each Registration Rights Agreement; provided that such change or modification does not adversely affect the interests of the Holders of the Notes in any material respect; (h) to provide additional security under the Notes; (i) to add additional guarantees of obligations under the Notes; (j) to provide for uncertificated Notes in addition to or in place of certificated Notes; provided, however, that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code; or (k) to provide for a successor Trustee. After an amendment under this Section becomes effective, the Company shall mail to Noteholders a notice briefly describing such amendment. The failure to give such notice to all Noteholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section.

Without Consent of Noteholders. (a) The Company, the Subsidiary Guarantors Company and the Trustee may modify and amend this Indenture or any Security Document without the Notes without notice to or consent of any NoteholderHolder (including entering into the Security Documents on the Assumption Date), for any of the following purposes: (ai) to cure any ambiguity, omission, defect or inconsistency in this Indenture or any Security Document; (ii) to provide for amendments to the conversion rights of Holders assumption by a successor of the Notes and the Company’s repurchase Company of its obligations in connection with a Fundamental Change under this Indenture or in the event of any change or reclassification of the Class A Common Stock, consolidation, amalgamation, merger or sale, lease, transfer, conveyance or other disposition of all or substantially all of the Company’s property and assetsSecurity Document; (biii) to comply with Article 5provide for uncertificated Notes, subject to certain conditions; (civ) to surrender secure the Notes under this Indenture, to add Subsidiary Guarantees with respect to the Notes, or to confirm and evidence the release, termination or discharge of any right such security or power herein conferred upon the CompanySubsidiary Guarantee when such release, termination or discharge is permitted elsewhere in this Indenture; (dv) to add to the covenants of the Company for the benefit of the Noteholders (including adding one or more additional put rights in favor Holders of the Noteholders)Notes or to surrender any right or power conferred upon the Company; (evi) to cure provide for or confirm the issuance of Additional Notes; (vii) to make any ambiguity or correct or supplement any inconsistent or otherwise defective provision contained in this Indenture; provided other change that such modification or amendment does not adversely affect the interests rights of any Holder; (viii) to comply with any requirement of the Holders of the Notes SEC in any material respect; provided, further, that any amendment made solely to conform the provisions connection with qualification of this Indenture to the Description of the Notes contained in the Company’s Offering Memorandum dated March 4, 2008 will not be deemed to adversely affect the interests of the Holders of the Notes; (f) to increase the Conversion Rate; provided that the increase will not adversely affect the interests of the Holders of the Notes; (g) to make any changes or modifications necessary in connection with the registrations of the shares of Class A Common Stock issuable upon conversion of the Notes under the Securities Trust Indenture Act as contemplated in each Registration Rights Agreement; provided that such change or modification does not adversely affect the interests of the Holders of the Notes in any material respect; (h) to provide additional security under the Notes; (i) to add additional guarantees of obligations under the Notes; (j) to provide for uncertificated Notes in addition to or in place of certificated Notes; provided, however, that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Codeotherwise; or (kix) to provide for a successor add or release Collateral as permitted under the terms of this Indenture or the Security Documents. (b) On the Assumption Date, SOI Funding, Solutia, the Subsidiary Guarantors and Trustee (without notice to or the consent of any Holder) shall enter into the supplemental indenture attached as Exhibit B to the Escrow Agreement (the "ASSUMPTION DATE SUPPLEMENTAL INDENTURE"), pursuant to which Solutia will assume the obligations of SOI Funding hereunder, and the Subsidiary Guarantors shall each execute the notation of guarantee in the form of Exhibit F and deliver same to the Trustee. After an amendment under this Section becomes effectiveIn addition (without notice to or consent of any Holder), the Company Trustee and the other parties thereto shall mail to Noteholders a notice briefly describing such amendment. The failure to give such notice to all Noteholdersenter into the Junior Security Agreement and the Junior Intercreditor Agreement, or any defect thereinsubstantially in the forms attached hereto as EXHIBIT G and EXHIBIT H, shall not impair or affect the validity of an amendment under this Sectionrespectively.

Without Consent of Noteholders. The Without the consent of any Holders of the Notes, the Company, the Subsidiary Guarantors when authorized by or pursuant to a Board Resolution, and the Trustee Trustee, at any time and from time to time, may amend amend, waive, modify or supplement this Indenture or the Notes without notice to or consent for any of any Noteholderthe following purposes: (a) to provide for amendments to the conversion rights of Holders of the Notes comply with Sections 9.01,10.06 and the Company’s repurchase obligations in connection with a Fundamental Change or in the event of any change or reclassification of the Class A Common Stock, consolidation, amalgamation, merger or sale, lease, transfer, conveyance or other disposition of all or substantially all of the Company’s property and assets11.01; (b) to comply with Article 5; (c) add to the covenants of the Company for the benefit of the Holders of the Notes or to surrender any right or power herein conferred upon the Company; (c) to secure the Notes; (d) to add to provide for the covenants addition or modification of any of the Company provisions of this Indenture as shall be necessary or desirable to provide for or facilitate the benefit guarantee of the Noteholders (including adding Notes by one or more additional put rights in favor of the Noteholders)guarantors; (e) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee; (f) to qualify, or maintain qualification of, this Indenture under the TIA; (g) to cure any ambiguity or correct or supplement any inconsistent or otherwise defective provision contained in this Indenture; provided ; (h) to make any provision with respect to matters or questions arising under this Indenture that such modification the Company may deem necessary or amendment does desirable and that shall not adversely affect the interests of the Holders of the Notes in any material respect; provided, further, that any amendment made solely to conform the be inconsistent with provisions of this Indenture to the Description of the Notes contained in the Company’s Offering Memorandum dated March 4, 2008 will not be deemed to adversely affect the interests of the Holders of the Notes; (f) to increase the Conversion Rate; provided that the increase will not adversely affect the interests of the Holders of the Notes; (g) to make any changes or modifications necessary in connection with the registrations of the shares of Class A Common Stock issuable upon conversion of the Notes under the Securities Act as contemplated in each Registration Rights Agreement; provided that such change or modification does not not, in the good faith opinion of the Company’s Board of Directors, adversely affect the interests of the Holders of the Notes in any material respect; (hi) to provide additional security under for conversion rights of Holders of Notes and the Notes; (i) to add additional guarantees Company’s repurchase obligations in connection with a Fundamental Change in the event of obligations under any reclassification of the NotesCommon Stock, merger or consolidation, or sale, conveyance, transfer or lease of the Company’s property and assets substantially as an entirety; (j) to provide for uncertificated conform the provisions of this Indenture to the “Description of Notes” section contained in the Company’s offering memorandum related to the Notes in addition to or in place of certificated Notes; provideddated December 16, however, that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code; or2010; (k) to provide for a successor Trustee. After an amendment increase the Conversion Rate; provided that the increase will not adversely affect the interest of the Holders of the Notes; and (l) to make any provision with respect to matters or questions arising under this Section becomes effective, Indenture that the Company shall mail to Noteholders a notice briefly describing such amendment. The failure to give such notice to all Noteholders, may deem necessary or any defect therein, desirable and that shall not impair be inconsistent with provisions of this Indenture; provided that such amendment or modification does not, in the good faith opinion of the Board of Directors, adversely affect the validity interests of an amendment under this Sectionthe Holders of the Notes in any material respect.

Without Consent of Noteholders. The Company, Company may from time to time and at any time amend the Subsidiary Guarantors and the Trustee may amend this Indenture Note Agreement or the Notes Notes, without notice to or the consent of any Noteholderthe Noteholders, for one or more of the following purposes: (a) to provide for amendments evidence the succession of another corporation to the conversion rights of Holders Company, or successive successions, and the assumption by the successor corporation of the Notes covenants, agreements and the Company’s repurchase obligations in connection with a Fundamental Change or in the event of any change or reclassification of the Class A Common Stock, consolidation, amalgamation, merger or sale, lease, transfer, conveyance or other disposition of all or substantially all of the Company’s property and assetsCompany pursuant to Article IX hereof; (b) to comply with Article 5; (c) to surrender any right or power herein conferred upon the Company; (dc) to add to the covenants of the Company such further covenants, restrictions or conditions for the benefit protection of the Noteholders (including adding one or more additional put rights in favor as the Company shall consider to be for the protection of the Noteholders), 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 remedies provided in this Note Agreement as herein set forth; provided, however, that in respect of any such additional covenant, restriction or condition such amendment may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default; (d) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental Note Agreement which may be defective or inconsistent with any other provision contained herein or in any supplemental Note Agreement, or to make such other provisions in regard to matters or questions arising under this Note Agreement; provided that any such action shall not materially adversely affect the interests of the holders of the Notes; (e) to cure any ambiguity or correct or supplement any inconsistent make provision for transfer procedures, certification, book-entry provisions, the form of restricted securities legends, if any, to be placed on Notes, minimum denominations and all other matters required pursuant to Section 2.07 or otherwise defective provision contained necessary, desirable or appropriate in this Indentureconnection with the issuance of Notes to holders of Preferred Securities in the event of a distribution of Notes by the Trust following a Dissolution Event; provided and (f) to make any change that such modification or amendment does not adversely affect the interests rights of the Holders of the Notes any Noteholder in any material respect; provided, further, that any . Any amendment made solely to conform the Note Agreement authorized by the provisions of this Indenture to Section 8.01 may be executed by the Description Company without the consent of the holders of any of the Notes contained in at the Company’s Offering Memorandum dated March 4time outstanding, 2008 will not be deemed to adversely affect the interests notwithstanding any of the Holders provisions of Section 8.02 A copy of each amendment shall be provided to the Notes; (f) to increase the Conversion Rate; provided that the increase will not adversely affect the interests of the Holders of the Notes; (g) to make any changes or modifications necessary in connection with the registrations of the shares of Class A Common Stock issuable upon conversion holders of the Notes under by the Securities Act as contemplated in each Registration Rights Agreement; provided that such change or modification does not adversely affect the interests of the Holders of the Notes in any material respect; (h) to provide additional security under the Notes; (i) to add additional guarantees of obligations under the Notes; (j) to provide for uncertificated Notes in addition to or in place of certificated Notes; provided, however, that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code; or (k) to provide for a successor TrusteeCompany. After an amendment under this Section becomes effective, the Company shall mail to Noteholders a notice briefly describing such amendment. The failure to give such notice to all Noteholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section.

Without Consent of Noteholders. The Without the consent of any Holders of the Notes, the Company, the Subsidiary Guarantors when authorized by or pursuant to a Board Resolution, and the Trustee Trustee, at any time and from time to time, may amend amend, waive, modify or supplement this Indenture or the Notes without notice to or consent for any of any Noteholderthe following purposes: (a) to provide for amendments to the conversion rights of Holders of the Notes and the Company’s repurchase obligations in connection with a Fundamental Change or in the event of any change or reclassification of the Class A Common Stock, merger or consolidation, amalgamation, merger or sale, leaseconveyance, transfer, conveyance transfer or other disposition of all or substantially all lease of the Company’s property and assetsassets substantially as an entirety, in accordance with the requirements of this Indenture; (b) to comply with Article 5secure the Notes; (c) to provide for the assumption of the Company’s obligations to Holders of Notes in the event of a merger or consolidation, or sale, conveyance, transfer or lease of the Company’s property and assets substantially as an entirety, in accordance with the requirements of this Indenture; (d) to surrender any right or power herein conferred upon the Company, for the benefit of the Holders of the Notes; (de) to add to the covenants of the Company for the benefit of the Noteholders (including adding one or more additional put rights in favor Holders of the Noteholders)Notes; (ef) to cure any ambiguity or correct or supplement any inconsistent or otherwise defective provision contained in this Indenture; provided Indenture in a manner that such modification or amendment does is not adversely affect the interests of the Holders of the Notes in any material respect; provided, further, that any amendment made solely materially adverse to conform the provisions of this Indenture to the Description of the Notes contained in the Company’s Offering Memorandum dated March 4, 2008 will not be deemed to adversely affect the interests of the Holders of the Notes; (f) to increase the Conversion Rate; provided that the increase will not adversely affect the interests of the Holders of the Notes; (g) to conform the provisions of this Indenture to the “Description of the Notes” section contained in the Company’s offering memorandum related to the Notes dated April 7, 2011; (h) to make any changes provision with respect to matters or modifications questions arising under this Indenture that the Company may deem necessary in connection or desirable and that shall not be inconsistent with the registrations provisions of the shares of Class A Common Stock issuable upon conversion of the Notes under the Securities Act as contemplated in each Registration Rights Agreementthis Indenture; provided that such change or modification does not adversely affect the interests of the Holders of the Notes in any material respect; (h) to provide additional security under the Notes; (i) to add additional guarantees increase the Conversion Rate; provided that the increase will not adversely affect the interest of obligations under the Holders of the Notes; (j) to provide for uncertificated Notes in the addition to or in place modification of certificated Notes; provided, however, that the uncertificated Notes are issued in registered form for purposes of Section 163(f) any of the Code provisions of this Indenture as shall be necessary or in a manner such that desirable to provide for or facilitate the uncertificated Notes are described in Section 163(f)(2)(B) guarantee of the CodeNotes by one or more guarantors; orand (k) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee. After an amendment under this Section becomes effective, the Company shall mail to Noteholders a notice briefly describing such amendment. The failure to give such notice to all Noteholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section.

Without Consent of Noteholders. (a) The Company, the ------------------------------ Subsidiary Guarantors and the Trustee may amend this Indenture or the Notes Securities without notice to or consent of any Noteholder: (ai) to provide for amendments to the conversion rights of Holders of the Notes and the Company’s repurchase obligations in connection with a Fundamental Change cure any ambiguity, omission, defect or in the event of any change or reclassification of the Class A Common Stock, consolidation, amalgamation, merger or sale, lease, transfer, conveyance or other disposition of all or substantially all of the Company’s property and assetsinconsistency; (bii) to comply with Article 5; (c) to surrender any right or power herein conferred upon the Company; (d) to add to the covenants of the Company for the benefit of the Noteholders (including adding one or more additional put rights in favor of the Noteholders); (e) to cure any ambiguity or correct or supplement any inconsistent or otherwise defective provision contained in this Indenture; provided that such modification or amendment does not adversely affect the interests of the Holders of the Notes in any material respect; provided, further, that any amendment made solely to conform the provisions of this Indenture to the Description of the Notes contained in the Company’s Offering Memorandum dated March 4, 2008 will not be deemed to adversely affect the interests of the Holders of the Notes; (f) to increase the Conversion Rate; provided that the increase will not adversely affect the interests of the Holders of the Notes; (g) to make any changes or modifications necessary in connection with the registrations of the shares of Class A Common Stock issuable upon conversion of the Notes under the Securities Act as contemplated in each Registration Rights Agreement; provided that such change or modification does not adversely affect the interests of the Holders of the Notes in any material respect; (h) to provide additional security under the Notes; (i) to add additional guarantees of obligations under the Notes; (jiii) to provide for uncertificated Notes Securities in addition to or in place of certificated NotesSecurities; provided, however, that the uncertificated Notes Securities are issued in registered form for purposes of Section 163(f) of the Code or in a manner such that the uncertificated Notes Securities are described in Section 163(f)(2)(B) of the Code; (iv) to make any change in Article 10 or Article 12 that would limit or terminate the benefits available to any holder of Senior Indebtedness of the Company or a Subsidiary Guarantor (or Representatives thereof) under Article 10 or Article 12, respectively; (v) to add additional Guarantees with respect to the Securities or to add additional security for the Securities; (vi) to add to the covenants of the Company for the benefit of the Noteholders or to surrender any right or power herein conferred upon the Company; (vii) to comply with any requirement of the SEC in connection with qualifying, or maintaining the qualification of, this Indenture under the TIA; or (kviii) to provide for make any change that does not adversely affect the rights of any Noteholder. (b) An amendment under this Section 9.01 may not make any change that adversely affects the rights under Article 10 or Article 12 of any holder of Senior Indebtedness of the Company or a successor TrusteeSubsidiary Guarantor then outstanding unless the holders of such Senior Indebtedness (or any group or Representative thereof authorized to give a consent) consent to such change. After an amendment under this Section 9.01 becomes effective, the Company shall mail to Noteholders a notice briefly describing such amendment. The failure to give such notice to all Noteholders, or any defect therein, shall not impair or affect the validity of an amendment under this SectionSection 9.01.

Without Consent of Noteholders. The Without the consent of any Holders of the Notes, the Company, the Subsidiary Guarantors when authorized by or pursuant to a Board Resolution, and the Trustee Trustee, at any time and from time to time, may amend this amend, waive, modify or supplement the Indenture or the Notes without notice to or consent for any of any Noteholderthe following purposes: (a) to provide for amendments to the conversion rights of Holders of the Notes comply with Section 9.02, 10.06 and the Company’s repurchase obligations in connection with a Fundamental Change or in the event of any change or reclassification of the Class A Common Stock, consolidation, amalgamation, merger or sale, lease, transfer, conveyance or other disposition of all or substantially all of the Company’s property and assetsSection 11.02; (b) to comply with Article 5; (c) add to the covenants of the Company for the benefit of the Holders of the Notes or to surrender any right or power herein conferred upon the Company; (c) to secure the Notes; (d) to add to provide for the covenants addition or modification of any of the Company for the benefit provisions of the Noteholders (including adding Indenture as shall be necessary or desirable to provide for or facilitate the guarantee of the Notes by one or more additional put rights in favor of the Noteholders)guarantors; (e) to comply with any requirement of the Commission in connection with the qualification of the Indenture under the Trust Indenture Act; (f) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Notes and to add to or change any of the provisions of the Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee; (g) to cure any ambiguity or correct or supplement any inconsistent or otherwise defective provision contained in this the Indenture; provided that such modification or amendment does not adversely affect the interests of the Holders of the Notes in any material respect; provided, further, that any amendment made solely to conform the provisions of this Indenture to the Description of the Notes contained in the Company’s Offering Memorandum dated March 4, 2008 will not be deemed to adversely affect the interests of the Holders of the Notes; (f) to increase the Conversion Rate; provided that the increase will not adversely affect the interests of the Holders of the Notes; (gh) to make any changes provision with respect to matters or modifications questions arising under the Indenture that the Company may deem necessary in connection or desirable and that shall not be inconsistent with the registrations provisions of the shares of Class A Common Stock issuable upon conversion of the Notes under the Securities Act as contemplated in each Registration Rights Agreement; Indenture provided that such change or modification does not not, in the good faith opinion of the Company’s Board of Directors, adversely affect the interests of the Holders of the Notes in any material respect; (hi) to provide additional security under for conversion rights of Holders of Notes and the Notes; (i) to add additional guarantees Company’s repurchase obligations in connection with a Fundamental Change in the event of obligations under any reclassification of the NotesCommon Stock, merger or consolidation, or sale, conveyance, transfer or lease of the Company’s property and assets substantially as an entirety; (j) to provide for uncertificated Notes in addition to or in place of certificated Notes; provided, however, that conform the uncertificated Notes are issued in registered form for purposes of Section 163(f) provisions of the Code or in a manner such that Indenture to the uncertificated Notes are described in Section 163(f)(2)(B) “Description of the Code; orNotes” section contained in the Company’s Preliminary Prospectus Supplement, as further supplemented and/or amended by the related pricing term sheet dated February 27, 2019; (k) to provide for a successor Trustee. After an amendment under this Section becomes effective, increase the Conversion Rate; provided that the increase will not adversely affect the interest of the Holders of the Notes; and (l) to make such changes as may be necessary or desirable to allow the Company shall mail to Noteholders a notice briefly describing issue Additional Notes pursuant to Section 2.10; provided that any such amendment. The failure to give such notice to all Noteholders, or any defect therein, shall change will not impair or materially adversely affect the validity interests of an amendment under this SectionHolders of the Notes.

Without Consent of Noteholders. The CompanyNotwithstanding Section 8.02, the Subsidiary Issuer, the Guarantors and the Trustee may modify and amend or supplement this Indenture Indenture, any series of Notes or the Notes Note Guarantees without notice to or the consent of any NoteholderHolder for any of the following purposes: (a1) to provide for amendments evidence the succession pursuant to this Indenture of another Person to the conversion rights of Holders Issuer or a Guarantor and the assumption by that Person of the Notes covenants, agreements and obligations of the Company’s repurchase obligations Issuer or such Guarantor, as applicable, in connection with a Fundamental Change or this Indenture and in the event Notes, in each case in accordance with the terms of any change or reclassification of the Class A Common Stock, consolidation, amalgamation, merger or sale, lease, transfer, conveyance or other disposition of all or substantially all of the Company’s property and assetsthis Indenture; (b) to comply with Article 5; (c2) to surrender any right or power herein conferred upon the CompanyIssuer, to add further covenants, restrictions, conditions or provisions for the protection of the Holders, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions, conditions or provisions a Default or an Event of Default permitting the enforcement of all or any of the remedies provided in this Indenture; (d) to add to the covenants of the Company for the benefit of the Noteholders (including adding one or more additional put rights in favor of the Noteholders); (e3) to cure any ambiguity or to correct or supplement any inconsistent or otherwise defective provision contained in this Indenture; provided , or any supplemental indenture, or in any Note that such modification may be defective or amendment does inconsistent with any other provision contained in this Indenture, or any supplemental indenture, or in any Note; (4) to convey, transfer, assign, mortgage or pledge any property to or with the Trustee, or to make other provisions in regard to matters or questions arising under this Indenture as shall not adversely affect the interests of any Holders; (5) to permit the Holders qualification of this Indenture or any supplemental indenture under the Trust Indenture Act, as then in effect, except this shall not permit or authorize the inclusion in any supplemental indenture of any provisions referred to in Section 316(a)(2) of the Trust Indenture Act; (6) to comply with Article Five of this Indenture; (7) to add Note Guarantees with respect to the Notes in or to secure the Notes; (8) to make any material respect; provided, further, change that does not adversely affect the rights of any amendment made solely Holder; (9) to conform evidence and provide for the acceptance of appointment by a successor or separate trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts under this Indenture by more than one trustee; (10) to establish the form or terms of Notes as permitted by this Indenture; and (11) to conform this Indenture or the Notes to any provision of the “Description of the Notes contained in Notes” section of the Company’s Offering Memorandum dated March 4, 2008 will not be deemed to adversely affect the interests of the Holders extent that such provision in such “Description of the Notes; (f) to increase the Conversion Rate; provided that the increase will not adversely affect the interests ” section of the Holders Offering Memorandum was intended to be a verbatim recitation of a provision of this Indenture or the Notes; (g) , which intent may be evidenced by an Officer’s Certificate to make any changes or modifications necessary in connection with the registrations of the shares of Class A Common Stock issuable upon conversion of the Notes under the Securities Act as contemplated in each Registration Rights Agreement; provided that such change or modification does not adversely affect the interests of the Holders of the Notes in any material respect; (h) to provide additional security under the Notes; (i) to add additional guarantees of obligations under the Notes; (j) to provide for uncertificated Notes in addition to or in place of certificated Notes; provided, however, that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code; or (k) to provide for a successor Trusteeeffect. After an amendment under this Section 8.01 becomes effective, the Company Issuer shall send to the Holders, by first-class mail or electronically if held by The Depository Trust Company, to Noteholders the address of such Holders appearing in the security register or otherwise in accordance with the procedures of the Depository, a notice briefly describing such the amendment. The However, the Issuer’s failure to give such notice to all NoteholdersHolders, or any defect thereinin such notice, shall will not impair or affect the validity of an amendment under this Sectionthe amendment.

Without Consent of Noteholders. The Without the consent of any Holders of the Notes, the Company, the Subsidiary Guarantors when authorized by or pursuant to a Board Resolution, and the Trustee Trustee, at any time and from time to time, may amend this amend, waive, modify or supplement the Indenture or the Notes without notice to or consent for any of any Noteholderthe following purposes: (a) to provide for amendments to the conversion rights of Holders of the Notes comply with Section 9.02, 10.06 and the Company’s repurchase obligations in connection with a Fundamental Change or in the event of any change or reclassification of the Class A Common Stock, consolidation, amalgamation, merger or sale, lease, transfer, conveyance or other disposition of all or substantially all of the Company’s property and assetsSection 11.02; (b) to comply with Article 5; (c) add to the covenants of the Company for the benefit of the Holders of the Notes or to surrender any right or power herein conferred upon the Company; (c) to secure the Notes; (d) to add to provide for the covenants addition or modification of any of the Company for the benefit provisions of the Noteholders (including adding Indenture as shall be necessary or desirable to provide for or facilitate the guarantee of the Notes by one or more additional put rights in favor of the Noteholders)guarantors; (e) to comply with any requirement of the Commission in connection with the qualification of the Indenture under the Trust Indenture Act; (f) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Notes and to add to or change any of the provisions of the Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee; (g) to cure any ambiguity or correct or supplement any inconsistent or otherwise defective provision contained in this the Indenture; provided that such modification or amendment does not adversely affect the interests of the Holders of the Notes in any material respect; provided, further, that any amendment made solely to conform the provisions of this Indenture to the Description of the Notes contained in the Company’s Offering Memorandum dated March 4, 2008 will not be deemed to adversely affect the interests of the Holders of the Notes; (f) to increase the Conversion Rate; provided that the increase will not adversely affect the interests of the Holders of the Notes; (gh) to make any changes provision with respect to matters or modifications questions arising under the Indenture that the Company may deem necessary in connection or desirable and that shall not be inconsistent with the registrations provisions of the shares of Class A Common Stock issuable upon conversion of the Notes under the Securities Act as contemplated in each Registration Rights Agreement; Indenture provided that such change or modification does not not, in the good faith opinion of the Company’s Board of Directors, adversely affect the interests of the Holders of the Notes in any material respect; (hi) to provide additional security under for conversion rights of Holders of Notes and the Notes; (i) to add additional guarantees Company’s repurchase obligations in connection with a Fundamental Change in the event of obligations under any reclassification of the NotesCommon Stock, merger or consolidation, or sale, conveyance, transfer or lease of the Company’s property and assets substantially as an entirety; (j) to provide for uncertificated Notes in addition to or in place of certificated Notes; provided, however, that conform the uncertificated Notes are issued in registered form for purposes of Section 163(f) provisions of the Code or in a manner such that Indenture to the uncertificated Notes are described in Section 163(f)(2)(B) “Description of the Code; orNotes” section contained in the Company’s Preliminary Prospectus Supplement, as further supplemented and/or amended by the related pricing term sheet dated April 6, 2017; (k) to provide for a successor Trustee. After an amendment under this Section becomes effective, increase the Conversion Rate; provided that the increase will not adversely affect the interest of the Holders of the Notes; and (l) to make such changes as may be necessary or desirable to allow the Company shall mail to Noteholders a notice briefly describing issue Additional Notes pursuant to Section 2.10; provided that any such amendment. The failure to give such notice to all Noteholders, or any defect therein, shall change will not impair or materially adversely affect the validity interests of an amendment under this SectionHolders of the Notes.

Without Consent of Noteholders. Solely with respect to the Notes, Section 10.1 of the Original Indenture shall be amended and restated in its entirety by inserting the following in lieu thereof: “The Company, the Subsidiary Guarantors Company and the Trustee may amend this Fourth Supplemental Indenture or the Notes without notice to or the consent of any NoteholderHolder to: (a1) to provide for amendments to the conversion rights of Holders of the Notes and the Company’s repurchase obligations in connection with a Fundamental Change cure any ambiguity, omission, defect or in the event of any change or reclassification of the Class A Common Stock, consolidation, amalgamation, merger or sale, lease, transfer, conveyance or other disposition of all or substantially all of the Company’s property and assetsinconsistency; (b2) to comply provide for the assumption by a successor of the obligations of the Company under this Fourth Supplemental Indenture in accordance with Article 5Section 5.01; (c3) to surrender any right or power herein conferred upon the Company; (d) to add to the covenants of the Company for the benefit of the Noteholders (including adding one or more additional put rights in favor of the Noteholders); (e) to cure any ambiguity or correct or supplement any inconsistent or otherwise defective provision contained in this Indenture; provided that such modification or amendment does not adversely affect the interests of the Holders of the Notes in any material respect; provided, further, that any amendment made solely to conform the provisions of this Indenture to the Description of the Notes contained in the Company’s Offering Memorandum dated March 4, 2008 will not be deemed to adversely affect the interests of the Holders of the Notes; (f) to increase the Conversion Rate; provided that the increase will not adversely affect the interests of the Holders of the Notes; (g) to make any changes or modifications necessary in connection with the registrations of the shares of Class A Common Stock issuable upon conversion of the Notes under the Securities Act as contemplated in each Registration Rights Agreement; provided that such change or modification does not adversely affect the interests of the Holders of the Notes in any material respect; (h) to provide additional security under the Notes; (i) to add additional guarantees of obligations under the Notes; (j) to provide for or facilitate the issuance of uncertificated Notes in addition to or in place of certificated Notes; provided, however, provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code Code; (4) comply with the rules of any applicable Depositary; (5) secure the Notes; (6) add covenants of the Company and its Restricted Subsidiaries or Events of Default for the benefit of Holders or to make changes that would provide additional rights to the Holders or to surrender any right or power conferred upon the Company; (7) make any change that does not adversely affect the legal rights under the Indenture of any Holder; (8) comply with any requirement of the SEC in connection with any required the qualification of the Indenture under the Trust Indenture Act; (9) evidence and provide for the acceptance of an appointment under the Indenture of a manner such successor trustee; provided that the uncertificated Notes are described in Section 163(f)(2)(B) successor trustee is otherwise qualified and eligible to act as such under the terms of the CodeIndenture; (10) conform the text of this Fourth Supplemental Indenture or the Notes to any provision of the section entitled “Description of notes” in the Prospectus Supplement to the extent that such provision in such section was intended to be a verbatim recitation of a provision of this Fourth Supplemental Indenture or the Notes as confirmed in an Officer’s Certificate; or (k11) make any amendment to provide for a successor Trustee. After an amendment under the provisions of this Section becomes effectiveFourth Supplemental Indenture relating to the transfer and legending of Notes as permitted by this Fourth Supplemental Indenture, including, without limitation to facilitate the Company shall mail to Noteholders a notice briefly describing such amendment. The failure to give such notice to all Noteholdersissuance and administration of the Notes or, if Incurred in compliance with this Fourth Supplemental Indenture, Additional Notes; provided, however, that (A) compliance with this Fourth Supplemental Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any defect therein, shall applicable securities law and (B) such amendment does not impair or materially and adversely affect the validity rights of an amendment under this SectionHolders to transfer Notes.”

Without Consent of Noteholders. Solely with respect to the Notes, Section 10.1 of the Original Indenture shall be amended and restated in its entirety by inserting the following in lieu thereof: “The Company, the Subsidiary Guarantors Company and the Trustee may amend this Fifth Supplemental Indenture or the Notes without notice to or the consent of any NoteholderHolder to: (a1) to provide for amendments to the conversion rights of Holders of the Notes and the Company’s repurchase obligations in connection with a Fundamental Change cure any ambiguity, omission, defect or in the event of any change or reclassification of the Class A Common Stock, consolidation, amalgamation, merger or sale, lease, transfer, conveyance or other disposition of all or substantially all of the Company’s property and assetsinconsistency; (b2) to comply provide for the assumption by a successor of the obligations of the Company under this Fifth Supplemental Indenture in accordance with Article 5Section 5.01; (c3) to surrender any right or power herein conferred upon the Company; (d) to add to the covenants of the Company for the benefit of the Noteholders (including adding one or more additional put rights in favor of the Noteholders); (e) to cure any ambiguity or correct or supplement any inconsistent or otherwise defective provision contained in this Indenture; provided that such modification or amendment does not adversely affect the interests of the Holders of the Notes in any material respect; provided, further, that any amendment made solely to conform the provisions of this Indenture to the Description of the Notes contained in the Company’s Offering Memorandum dated March 4, 2008 will not be deemed to adversely affect the interests of the Holders of the Notes; (f) to increase the Conversion Rate; provided that the increase will not adversely affect the interests of the Holders of the Notes; (g) to make any changes or modifications necessary in connection with the registrations of the shares of Class A Common Stock issuable upon conversion of the Notes under the Securities Act as contemplated in each Registration Rights Agreement; provided that such change or modification does not adversely affect the interests of the Holders of the Notes in any material respect; (h) to provide additional security under the Notes; (i) to add additional guarantees of obligations under the Notes; (j) to provide for or facilitate the issuance of uncertificated Notes in addition to or in place of certificated Notes; provided, however, provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code Code; (4) comply with the rules of any applicable Depositary; (5) secure the Notes; (6) add covenants of the Company and its Restricted Subsidiaries or Events of Default for the benefit of Holders or to make changes that would provide additional rights to the Holders or to surrender any right or power conferred upon the Company; (7) make any change that does not adversely affect the legal rights under the Indenture of any Holder; (8) comply with any requirement of the SEC in connection with any required the qualification of the Indenture under the Trust Indenture Act; (9) evidence and provide for the acceptance of an appointment under the Indenture of a manner such successor trustee; provided that the uncertificated Notes are described in Section 163(f)(2)(B) successor trustee is otherwise qualified and eligible to act as such under the terms of the CodeIndenture; (10) conform the text of this Fifth Supplemental Indenture or the Notes to any provision of the section entitled “Description of notes” in the Prospectus Supplement to the extent that such provision in such section was intended to be a verbatim recitation of a provision of this Fifth Supplemental Indenture or the Notes as confirmed in an Officer’s Certificate; or (k11) make any amendment to provide for a successor Trustee. After an amendment under the provisions of this Section becomes effectiveFifth Supplemental Indenture relating to the transfer and legending of Notes as permitted by this Fifth Supplemental Indenture, including, without limitation to facilitate the Company shall mail to Noteholders a notice briefly describing such amendment. The failure to give such notice to all Noteholdersissuance and administration of the Notes or, if Incurred in compliance with this Fifth Supplemental Indenture, Additional Notes; provided, however, that (A) compliance with this Fifth Supplemental Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any defect therein, shall applicable securities law and (B) such amendment does not impair or materially and adversely affect the validity rights of an amendment under this SectionHolders to transfer Notes.”

Without Consent of Noteholders. The CompanyNotwithstanding Section 8.02, the Subsidiary Issuer, the Guarantors and the Trustee may modify and amend or supplement this Indenture Indenture, the Notes or the Notes Note Guarantees without notice to or the consent of any NoteholderHolder for any of the following purposes: (a) to provide for amendments to the conversion rights of Holders of the Notes and the Company’s repurchase obligations in connection with a Fundamental Change or in the event of any change or reclassification of the Class A Common Stock, consolidation, amalgamation, merger or sale, lease, transfer, conveyance or other disposition of all or substantially all of the Company’s property and assets; (b) to comply with Article 5; (c) to surrender any right or power herein conferred upon the Company; (d) to add to the covenants of the Company for the benefit of the Noteholders (including adding one or more additional put rights in favor of the Noteholders); (e1) to cure any ambiguity ambiguity, omission, defect or correct or supplement any inconsistent or otherwise defective provision contained in this Indenture; provided that such modification or amendment does not adversely affect the interests of the Holders of the Notes in any material respect; provided, further, that any amendment made solely to conform the provisions of this Indenture to the Description of the Notes contained in the Company’s Offering Memorandum dated March 4, 2008 will not be deemed to adversely affect the interests of the Holders of the Notesinconsistency; (f) to increase the Conversion Rate; provided that the increase will not adversely affect the interests of the Holders of the Notes; (g) to make any changes or modifications necessary in connection with the registrations of the shares of Class A Common Stock issuable upon conversion of the Notes under the Securities Act as contemplated in each Registration Rights Agreement; provided that such change or modification does not adversely affect the interests of the Holders of the Notes in any material respect; (h) to provide additional security under the Notes; (i) to add additional guarantees of obligations under the Notes; (j2) to provide for uncertificated Notes in addition to or in place of certificated Physical Notes; (3) to provide for the assumption of the Issuer’s or any Guarantor’s obligations to the Holders in the case of a merger or consolidation or sale of all or substantially all of the Issuer’s or such Guarantor’s assets; (4) to secure the Notes and the Note Guarantees; (5) to add any Guarantor or release any Guarantor from its Note Guarantee if such release is permitted by the terms of this Indenture; (6) to conform the text of this Indenture, the Notes or the Note Guarantees to any provision of the “Description of the Notes” section of the Offering Memorandum to the extent that such provision in the “Description of the Notes” section of the Offering Memorandum was intended to be a verbatim recitation of a provision of this Indenture, the Notes or the Note Guarantees; (7) to provide for the issuance of Additional Notes in accordance with the terms of this Indenture; (8) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the rights under this Indenture of any Holder in any material respect; (9) to comply with the rules of any applicable securities depositary; (10) to evidence and provide for the acceptance of appointment by a successor or separate Trustee with respect to the Notes; or (11) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes; provided, however, that the uncertificated (a) compliance with this Indenture as so amended would not result in Notes are issued being transferred in registered form for purposes of Section 163(f) violation of the Code Securities Act or in a manner any other applicable securities law and (b) such that amendment does not adversely affect the uncertificated Notes are described in Section 163(f)(2)(B) rights of the Code; or (k) Holders to provide for a successor Trusteetransfer Notes. After an amendment or supplement under this Section 8.01 becomes effective, the Company Issuer shall mail send to Noteholders the Holders a notice briefly describing the amendment or supplement. Any failure of the Issuer to send such amendment. The failure to give such notice to all Noteholdersnotice, or any defect therein, shall not not, however, in any way impair or affect the validity of an any such amendment under this Sectionor supplement.

Without Consent of Noteholders. The Without the consent of any Holders of the Notes, the Company, the Subsidiary Guarantors when authorized by or pursuant to a Board Resolution, and the Trustee Trustee, at any time and from time to time, may amend this amend, waive, modify or supplement the Indenture or the Notes without notice to or consent for any of any Noteholder: the following purposes: (a) to provide for amendments to the conversion rights of Holders of the Notes comply with Section 9.02, 10.06 and the Company’s repurchase obligations in connection with a Fundamental Change or in the event of any change or reclassification of the Class A Common Stock, consolidation, amalgamation, merger or sale, lease, transfer, conveyance or other disposition of all or substantially all of the Company’s property and assets; Section 11.02; (b) to comply with Article 5; (c) to surrender any right or power herein conferred upon the Company; (d) to add to the covenants of the Company for the benefit of the Noteholders Holders of the Notes or to surrender any right or power herein conferred upon the Company; (including adding c) to secure the Notes; (d) to provide for the addition or modification of any of the provisions of the Indenture as shall be necessary or desirable to provide for or facilitate the guarantee of the Notes by one or more additional put rights in favor guarantors; (e) to comply with any requirement of the Noteholders); Commission in connection with the qualification of the Indenture under the Trust Indenture Act; (ef) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Notes and to add to or change any of the provisions of the Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee; (g) to cure any ambiguity or correct or supplement any inconsistent or otherwise defective provision contained in this the Indenture; (h) to make any provision with respect to matters or questions arising under the Indenture that the Company may deem necessary or desirable and that shall not be inconsistent with provisions of the Indenture provided that such change or modification or amendment does not not, in the good faith opinion of the Company’s Board of Directors, adversely affect the interests of the Holders of the Notes in any material respect; provided(i) to provide for conversion rights of Holders of Notes and the Company’s repurchase obligations in connection with a Fundamental Change in the event of any reclassification of the Common Stock, furthermerger or consolidation, that any amendment made solely or sale, conveyance, transfer or lease of the Company’s property and assets substantially as an entirety; (j) to conform the provisions of this the Indenture to the “Description of the Notes Notes” section contained in the Company’s Offering Memorandum Preliminary Prospectus Supplement, as further supplemented and/or amended by the related pricing term sheet dated March 4April 6, 2008 will not be deemed to adversely affect the interests of the Holders of the Notes; 2017; (fk) to increase the Conversion Rate; provided that the increase will not adversely affect the interests interest of the Holders of the Notes; ; and (gl) to make any such changes as may be necessary or modifications necessary in connection with desirable to allow the registrations of the shares of Class A Common Stock issuable upon conversion of the Company to issue Additional Notes under the Securities Act as contemplated in each Registration Rights Agreementpursuant to Section 2.10; provided that any such change or modification does will not materially adversely affect the interests of the Holders of the Notes in any material respect; (h) to provide additional security under the Notes; (i) to add additional guarantees of obligations under the Notes; (j) to provide for uncertificated Notes in addition to or in place of certificated Notes; provided, however, that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code; or (k) to provide for a successor Trustee. After an amendment under this Section becomes effective, the Company shall mail to Noteholders a notice briefly describing such amendment. The failure to give such notice to all Noteholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section.

Without Consent of Noteholders. The Company, provisions of Section 9.01 of this First Supplemental Indenture shall supersede and replace the Subsidiary Guarantors provisions of Section 9.01 of the Original Indenture for purposes of the Notes. The Company and the Trustee may amend this the Notes or the Indenture or as it relates to the Notes without notice to or consent of any Noteholder: (a) to provide for amendments to the conversion rights of Holders of the Notes and the Company’s repurchase obligations in connection with a Fundamental Change or in the event of any change or reclassification of the Class A Common Stock, consolidation, amalgamation, merger or sale, lease, transfer, conveyance or other disposition of all or substantially all of the Company’s property and assets; (b) to comply with Article 5; (c) to surrender any right or power herein conferred upon the Company; (d) to add to the covenants covenants, agreements and obligations of the Company for the benefit of the Noteholders or to surrender any right or power conferred in the Indenture upon the Company; (including adding one b) to evidence the succession of another corporation or more additional put rights in favor limited liability company to the Company and the assumption by it of the Noteholders)obligations of the Company under the Indenture and the Notes pursuant to and in compliance with the terms of this Indenture; (c) to provide for the acceptance of appointment under the Indenture of a successor Trustee with respect to the Notes and to add to or change any provision of the Indenture as shall be necessary to provide for or facilitate the administration of the trusts created pursuant to the Indenture by more than one Trustee; (d) to establish the form or terms of a Series of Securities as permitted by Section 2.01 of the Original Indenture; (e) to cure any ambiguity or correct or supplement any inconsistent or otherwise defective provision contained in this Indenture; provided provide that such modification or amendment does not adversely affect the interests specific provisions of the Holders Indenture shall not apply to a Series of the Notes in any material respect; provided, further, that any amendment made solely to conform the provisions of this Indenture to the Description of the Notes contained in the Company’s Offering Memorandum dated March 4, 2008 will Securities not be deemed to adversely affect the interests of the Holders of the Notespreviously issued; (f) to increase the Conversion Rate; provided that the increase will not adversely affect the interests of the Holders of the Notes; (g) to make any changes or modifications necessary in connection with the registrations of the shares of Class A Common Stock issuable upon conversion of the Notes under the Securities Act as contemplated in each Registration Rights Agreement; provided that such change or modification does not adversely affect the interests of the Holders of the Notes in any material respect; (h) to provide additional security under the Notes; (i) to add additional guarantees of obligations under the Notes; (j) to provide for uncertificated Notes in addition to or in place of certificated Notes; provided; (g) to cure any ambiguity, howeveromission, that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code defect or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Codeinconsistency; or (kh) to provide for a successor Trusteemake any change that does not adversely affect the legal rights of any Noteholder. After an amendment under this Section 9.01 becomes effective, the Company shall mail provide to Noteholders a notice briefly describing such amendment. The failure to give such notice to all such Noteholders, or any defect therein, shall not impair or affect the validity of an amendment under this SectionSection 9.01.

Without Consent of Noteholders. The Company, the Subsidiary Guarantors and the Trustee may amend this Indenture or the Notes without notice to or consent of any Noteholder: (a) to provide for amendments to the conversion rights of Holders of the Notes and the Company’s repurchase obligations in connection with a Fundamental Change or in the event of any change or reclassification of the Class A Common Stock, consolidation, amalgamation, merger or sale, lease, transfer, conveyance or other disposition of all or substantially all of the Company’s property and assets, in each case in accordance with this Indenture; (b) to comply with Article 5; (c) to surrender any right or power herein conferred upon the Company; (d) to add to the covenants of the Company for the benefit of the Noteholders (including adding one or more additional put rights in favor of the Noteholders); (e) to cure any ambiguity or correct or supplement any inconsistent or otherwise defective provision contained in this Indenture; provided that such modification or amendment does not adversely affect the interests of the Holders of the Notes in any material respect; provided, further, that any amendment made solely to conform the provisions of this Indenture to the Description of the Notes contained in the Company’s Offering Memorandum dated March 4, 2008 will not be deemed to adversely affect the interests of the Holders of the Notes; (f) to increase the Conversion Rate; provided that the increase will not adversely affect the interests of the Holders of the Notes; (g) to make any changes or modifications necessary in connection with the registrations of the shares of Class A Common Stock issuable upon conversion of the Notes under the Securities Act as contemplated in each Registration Rights Agreement; provided that such change or modification does not adversely affect the interests of the Holders of the Notes in any material respect; (h) to provide additional security under the Notes; (ih) to add additional guarantees of obligations under the Notes; (ji) to provide for uncertificated Notes in addition to or in place of certificated Notes; provided, however, that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code; or (kj) to provide for a successor Trustee. After an amendment under this Section becomes effective, the Company shall as soon as reasonably practicable mail to Noteholders a notice briefly describing such amendment. The failure to give such notice to all Noteholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section.

Without Consent of Noteholders. Solely with respect to the Notes, Section 10.1 of the Original Indenture shall be amended and restated in its entirety by inserting the following in lieu thereof: “The Company, the Subsidiary Guarantors Company and the Trustee may amend this Sixth Supplemental Indenture or the Notes without notice to or the consent of any NoteholderHolder to: (a1) to provide for amendments to the conversion rights of Holders of the Notes and the Company’s repurchase obligations in connection with a Fundamental Change cure any ambiguity, omission, defect or in the event of any change or reclassification of the Class A Common Stock, consolidation, amalgamation, merger or sale, lease, transfer, conveyance or other disposition of all or substantially all of the Company’s property and assetsinconsistency; (b2) to comply provide for the assumption by a successor of the obligations of the Company under this Sixth Supplemental Indenture in accordance with Article 5Section 5.01; (c3) to surrender any right or power herein conferred upon the Company; (d) to add to the covenants of the Company for the benefit of the Noteholders (including adding one or more additional put rights in favor of the Noteholders); (e) to cure any ambiguity or correct or supplement any inconsistent or otherwise defective provision contained in this Indenture; provided that such modification or amendment does not adversely affect the interests of the Holders of the Notes in any material respect; provided, further, that any amendment made solely to conform the provisions of this Indenture to the Description of the Notes contained in the Company’s Offering Memorandum dated March 4, 2008 will not be deemed to adversely affect the interests of the Holders of the Notes; (f) to increase the Conversion Rate; provided that the increase will not adversely affect the interests of the Holders of the Notes; (g) to make any changes or modifications necessary in connection with the registrations of the shares of Class A Common Stock issuable upon conversion of the Notes under the Securities Act as contemplated in each Registration Rights Agreement; provided that such change or modification does not adversely affect the interests of the Holders of the Notes in any material respect; (h) to provide additional security under the Notes; (i) to add additional guarantees of obligations under the Notes; (j) to provide for or facilitate the issuance of uncertificated Notes in addition to or in place of certificated Notes; provided, however, provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code Code; (4) comply with the rules of any applicable Depositary; (5) secure the Notes; (6) add covenants of the Company and its Restricted Subsidiaries or Events of Default for the benefit of Holders or to make changes that would provide additional rights to the Holders or to surrender any right or power conferred upon the Company; (7) make any change that does not adversely affect the legal rights under the Indenture of any Holder; (8) comply with any requirement of the SEC in connection with any required the qualification of the Indenture under the Trust Indenture Act; (9) evidence and provide for the acceptance of an appointment under the Indenture of a manner such successor trustee; provided that the uncertificated Notes are described in Section 163(f)(2)(B) successor trustee is otherwise qualified and eligible to act as such under the terms of the CodeIndenture; (10) conform the text of this Sixth Supplemental Indenture or the Notes to any provision of the section entitled “Description of notes” in the Prospectus Supplement to the extent that such provision in such section was intended to be a verbatim recitation of a provision of this Sixth Supplemental Indenture or the Notes as confirmed in an Officer’s Certificate; or (k11) make any amendment to provide for a successor Trustee. After an amendment under the provisions of this Section becomes effectiveSixth Supplemental Indenture relating to the transfer and legending of Notes as permitted by this Sixth Supplemental Indenture, including, without limitation to facilitate the Company shall mail to Noteholders a notice briefly describing such amendment. The failure to give such notice to all Noteholdersissuance and administration of the Notes or, if Incurred in compliance with this Sixth Supplemental Indenture, Additional Notes; provided, however, that (A) compliance with this Sixth Supplemental Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any defect therein, shall applicable securities law and (B) such amendment does not impair or materially and adversely affect the validity rights of an amendment under this SectionHolders to transfer Notes.”

Without Consent of Noteholders. The Company, the Subsidiary Guarantors Company and the Trustee may amend or supplement this Indenture or the Notes Securities without notice to or the consent of any Noteholder: (a) to provide for amendments to the conversion rights of Holders of the Notes and the Company’s repurchase obligations in connection with a Fundamental Change cure any ambiguity, defect or in the event of any change or reclassification of the Class A Common Stock, consolidation, amalgamation, merger or sale, lease, transfer, conveyance or other disposition of all or substantially all of the Company’s property and assetsinconsistency; (b) to comply with Article 5Sections 5.13 and 7.01 hereof; (c) to surrender any right or power herein conferred upon the Companyprovide for uncertificated Securities in addition to certificated Securities; (d) to add to make any change that does not adversely affect the covenants legal rights hereunder of the Company for the benefit of the Noteholders (including adding one or more additional put rights in favor of the Noteholders)any Noteholder; (e) to cure any ambiguity qualify this Indenture under the TIA or correct or supplement any inconsistent or otherwise defective provision contained in this Indenture; provided that such modification or amendment does not adversely affect to comply with the interests requirements of the Holders SEC in order to maintain the qualification of the Notes in any material respect; provided, further, that any amendment made solely to conform Indenture under the provisions of this Indenture to the Description of the Notes contained in the Company’s Offering Memorandum dated March 4, 2008 will not be deemed to adversely affect the interests of the Holders of the NotesTIA; (f) to increase make any change that provides any additional rights or benefits to the Conversion Rate; provided that the increase will not adversely affect the interests holders of the Holders of the NotesSecurities; (g) to make any changes or modifications necessary in connection with evidence and provide for the registrations of the shares of Class A Common Stock issuable upon conversion of the Notes acceptance under the Securities Act as contemplated in each Registration Rights AgreementIndenture of a successor Trustee; provided that such change or modification does not adversely affect the interests of the Holders of the Notes in any material respect;or (h) to provide additional release the security under interest in the Notes; (i) Escrowed Funds pursuant to add additional guarantees of obligations under the Notes; (j) to provide for uncertificated Notes in addition to or in place of certificated Notes; provided, however, that the uncertificated Notes are issued in registered form for purposes of Section 163(f) terms of the Code Escrow Agreement. Upon the request of the Company accompanied by a Board Resolution authorizing the execution of any such amended or in a manner such that supplemental Indenture, and upon receipt by the uncertificated Notes are Trustee of the documents described in Section 163(f)(2)(B) 11.07 hereof, the Trustee shall join with the Company in the execution of any amended or supplemental Indenture authorized or permitted by the Code; or (k) terms of this Indenture and to provide for a successor Trusteemake 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. After an An amendment under this Section becomes effective, may not make any change that adversely affects the Company shall mail to Noteholders a notice briefly describing rights under Article VI of any holder of Senior Debt then outstanding unless the holders of such amendment. The failure Senior Debt (or any group or representative thereof authorized to give a consent) consent to such notice to all Noteholders, or any defect therein, shall not impair or affect the validity of an amendment under this Sectionchange.

Without Consent of Noteholders. The (a) Notwithstanding Section 9.02 of this Indenture, the Company, the Subsidiary Guarantors and the Notes Trustee may amend or supplement this Indenture or the Notes without notice to or the consent of any Noteholder: (ai) to provide for amendments cure any ambiguity, omission, defect or inconsistency; provided, that such amendment or supplement does not, as evidenced by an Opinion of Counsel delivered to the conversion Notes Trustee, adversely affect the rights of Holders of the Notes and the Company’s repurchase obligations any Noteholder in connection with a Fundamental Change or in the event of any change or reclassification of the Class A Common Stock, consolidation, amalgamation, merger or sale, lease, transfer, conveyance or other disposition of all or substantially all of the Company’s property and assetsrespect; (bii) to comply with Article 55 hereof; (c) to surrender any right or power herein conferred upon the Company; (d) to add to the covenants of the Company for the benefit of the Noteholders (including adding one or more additional put rights in favor of the Noteholders); (e) to cure any ambiguity or correct or supplement any inconsistent or otherwise defective provision contained in this Indenture; provided that such modification or amendment does not adversely affect the interests of the Holders of the Notes in any material respect; provided, further, that any amendment made solely to conform the provisions of this Indenture to the Description of the Notes contained in the Company’s Offering Memorandum dated March 4, 2008 will not be deemed to adversely affect the interests of the Holders of the Notes; (f) to increase the Conversion Rate; provided that the increase will not adversely affect the interests of the Holders of the Notes; (g) to make any changes or modifications necessary in connection with the registrations of the shares of Class A Common Stock issuable upon conversion of the Notes under the Securities Act as contemplated in each Registration Rights Agreement; provided that such change or modification does not adversely affect the interests of the Holders of the Notes in any material respect; (h) to provide additional security under the Notes; (i) to add additional guarantees of obligations under the Notes; (jiii) to provide for uncertificated Notes in addition to or in place of certificated Notes; Notes (provided, however, that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code Internal Revenue Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Internal Revenue Code); (iv) to add further Guarantees with respect to the Notes or to secure the Notes with additional collateral; (v) to add to the covenants of the Company for the benefit of the Noteholders or to surrender any right or power conferred upon the Company or the Guarantors; (vi) to comply with requirements of the Commission in order to effect or maintain the qualification of this Indenture under the TIA; (vii) to make any change that would provide additional rights or benefits to the Holders of the Notes or that does not, as evidenced by an Opinion of Counsel delivered to the Notes Trustee, adversely affect the rights of any Noteholder in any respect; or (kviii) to evidence or provide for a successor Trustee. replacement Notes Trustee under Section 7.08 hereof; provided, that the Company has delivered to the Notes Trustee an Opinion of Counsel stating that any such amendment or supplement complies with the provisions of this Section 9.01. (b) Upon the request of the Company and the Subsidiary Guarantors accompanied by Board Resolutions of their respective Boards of Directors authorizing the execution of any such supplemental indenture, and upon receipt by the Notes Trustee of the documents described in Section 7.02, Section 9.06 and Section 12.04 hereof, the Notes Trustee shall join with the Company and the Subsidiary Guarantors in the execution of any supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations which may be therein contained, but the Notes Trustee shall not be obligated to enter into such supplemental indenture which affects its own rights, duties or immunities under this Indenture or otherwise. (c) After an amendment or supplement under this Section 9.01 becomes effective, the Company shall mail to all Noteholders a notice briefly describing such amendmentamendment or supplement. The failure to give such notice to all Noteholders, or any defect therein, shall not impair or affect the validity of an amendment or supplement under this Section.

Without Consent of Noteholders. The CompanyNotwithstanding Section 8.02, Parent, the Subsidiary Issuer, the Guarantors and the Trustee may modify and amend or supplement this Indenture Indenture, any series of Notes or the Notes Note Guarantees without notice to or the consent of any NoteholderHolder for any of the following purposes: (a) to provide for amendments to the conversion rights of Holders of the Notes and the Company’s repurchase obligations in connection with a Fundamental Change or in the event of any change or reclassification of the Class A Common Stock, consolidation, amalgamation, merger or sale, lease, transfer, conveyance or other disposition of all or substantially all of the Company’s property and assets; (b) to comply with Article 5; (c) to surrender any right or power herein conferred upon the Company; (d) to add to the covenants of the Company for the benefit of the Noteholders (including adding one or more additional put rights in favor of the Noteholders); (e1) to cure any ambiguity ambiguity, omission, defect or correct or supplement any inconsistent or otherwise defective provision contained in this Indenture; provided that such modification or amendment does not adversely affect the interests of the Holders of the Notes in any material respect; provided, further, that any amendment made solely to conform the provisions of this Indenture to the Description of the Notes contained in the Company’s Offering Memorandum dated March 4, 2008 will not be deemed to adversely affect the interests of the Holders of the Notesinconsistency; (f) to increase the Conversion Rate; provided that the increase will not adversely affect the interests of the Holders of the Notes; (g) to make any changes or modifications necessary in connection with the registrations of the shares of Class A Common Stock issuable upon conversion of the Notes under the Securities Act as contemplated in each Registration Rights Agreement; provided that such change or modification does not adversely affect the interests of the Holders of the Notes in any material respect; (h) to provide additional security under the Notes; (i) to add additional guarantees of obligations under the Notes; (j2) to provide for uncertificated Notes in addition to or in place of certificated Physical Notes; provided; (3) to provide for the assumption of Parent, howeverthe Issuer’s or any Guarantor’s obligations to the Holders in the case of a merger or consolidation or sale of all or substantially all of Parent’s, that the uncertificated Notes are issued Issuer’s or such Guarantor’s assets; (4) to secure the Notes; (5) to add any Guarantor or release any Guarantor from its Note Guarantee if such release is in registered form for purposes accordance with the terms of Section 163(fthis Indenture; (6) to conform the text of this Indenture, the Notes, or the Note Guarantees to any provision of the Code or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) “Description of the CodeNotes” set forth in the Offering Memorandum to the extent that such provision in the “Description of the Notes” set forth in the Offering Memorandum was intended to be a verbatim recitation of a provision of this Indenture, the Notes, or the Note Guarantees, which intent may be evidenced by an Officers’ Certificate to that effect; (7) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereof; or (k) 8) to make any change that would provide for a successor Trusteeany additional rights or benefits to the Holders or that does not adversely affect the rights under this Indenture of any Holder in any material respect. After an amendment or supplement under this Section 8.01 becomes effective, the Company Issuer shall mail send to Noteholders the Holders a notice briefly describing the amendment or supplement. Any failure of the Issuer to send such amendment. The failure to give such notice to all Noteholdersnotice, or any defect therein, shall not not, however, in any way impair or affect the validity of an any such amendment under this Sectionor supplement.

Without Consent of Noteholders. The Without the consent of any Holders of the Notes, the Company, the Subsidiary Guarantors when authorized by or pursuant to a Board Resolution, and the Trustee Trustee, at any time and from time to time, may amend amend, waive, modify or supplement this Indenture or the Notes without notice to or consent for any of any Noteholderthe following purposes: (a) to provide for amendments to the conversion rights of Holders of the Notes comply with Sections 9.01,10.06 and the Company’s repurchase obligations in connection with a Fundamental Change or in the event of any change or reclassification of the Class A Common Stock, consolidation, amalgamation, merger or sale, lease, transfer, conveyance or other disposition of all or substantially all of the Company’s property and assets11.01; (b) to comply with Article 5; (c) add to the covenants of the Company for the benefit of the Holders of the Notes or to surrender any right or power herein conferred upon the Company; (c) to secure the Notes; (d) to add to provide for the covenants addition or modification of any of the Company provisions of this Indenture as shall be necessary or desirable to provide for or facilitate the benefit guarantee of the Noteholders (including adding Notes by one or more additional put rights in favor of the Noteholders)guarantors; (e) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee; (f) to qualify, or maintain qualification of, this Indenture under the TIA; (g) to cure any ambiguity or correct or supplement any inconsistent or otherwise defective provision contained in this Indenture; provided ; (h) to make any provision with respect to matters or questions arising under this Indenture that such modification the Company may deem necessary or amendment does desirable and that shall not adversely affect the interests of the Holders of the Notes in any material respect; provided, further, that any amendment made solely to conform the be inconsistent with provisions of this Indenture to the Description of the Notes contained in the Company’s Offering Memorandum dated March 4, 2008 will not be deemed to adversely affect the interests of the Holders of the Notes; (f) to increase the Conversion Rate; provided that the increase will not adversely affect the interests of the Holders of the Notes; (g) to make any changes or modifications necessary in connection with the registrations of the shares of Class A Common Stock issuable upon conversion of the Notes under the Securities Act as contemplated in each Registration Rights Agreement; provided that such change or modification does not not, in the good faith opinion of the Company’s Board of Directors, adversely affect the interests of the Holders of the Notes in any material respect; (hi) to provide additional security under for conversion rights of Holders of Notes and the Notes; (i) to add additional guarantees Company’s repurchase obligations in connection with a Fundamental Change in the event of obligations under any reclassification of the NotesCommon Stock, merger or consolidation, or sale, conveyance, transfer or lease of the Company’s property and assets substantially as an entirety; (j) to provide for uncertificated Notes in addition conform the provisions of this Indenture to or in place of certificated Notes; provided, however, that the uncertificated Notes are issued in registered form for purposes of Section 163(f) “Description of the Code or Notes” section contained in a manner such that the uncertificated Company’s offering memorandum related to the Notes are described in Section 163(f)(2)(B) of the Code; ordated February 14, 2011; (k) to provide for a successor Trustee. After an amendment increase the Conversion Rate; provided that the increase will not adversely affect the interest of the Holders of the Notes; and (l) to make any provision with respect to matters or questions arising under this Section becomes effective, Indenture that the Company shall mail to Noteholders a notice briefly describing such amendment. The failure to give such notice to all Noteholders, may deem necessary or any defect therein, desirable and that shall not impair be inconsistent with provisions of this Indenture; provided that such amendment or modification does not, in the good faith opinion of the Board of Directors, adversely affect the validity interests of an amendment under this Sectionthe Holders of the Notes in any material respect.

Without Consent of Noteholders. The Company(a) Notwithstanding Section 10.02 of this Indenture, the Issuers, the Subsidiary Guarantors and the Trustee may amend or supplement this Indenture or the Notes without notice to or the consent of any Noteholder: (ai) to provide for amendments cure any ambiguity, omission, defect or inconsistency; provided, that such amendment or supplement does not, as evidenced by an Opinion of Counsel delivered to the conversion Trustee, adversely affect the rights of Holders of the Notes and the Company’s repurchase obligations any Noteholder in connection with a Fundamental Change or in the event of any change or reclassification of the Class A Common Stock, consolidation, amalgamation, merger or sale, lease, transfer, conveyance or other disposition of all or substantially all of the Company’s property and assetsrespect; (bii) to comply with Article 55 hereof; (c) to surrender any right or power herein conferred upon the Company; (d) to add to the covenants of the Company for the benefit of the Noteholders (including adding one or more additional put rights in favor of the Noteholders); (e) to cure any ambiguity or correct or supplement any inconsistent or otherwise defective provision contained in this Indenture; provided that such modification or amendment does not adversely affect the interests of the Holders of the Notes in any material respect; provided, further, that any amendment made solely to conform the provisions of this Indenture to the Description of the Notes contained in the Company’s Offering Memorandum dated March 4, 2008 will not be deemed to adversely affect the interests of the Holders of the Notes; (f) to increase the Conversion Rate; provided that the increase will not adversely affect the interests of the Holders of the Notes; (g) to make any changes or modifications necessary in connection with the registrations of the shares of Class A Common Stock issuable upon conversion of the Notes under the Securities Act as contemplated in each Registration Rights Agreement; provided that such change or modification does not adversely affect the interests of the Holders of the Notes in any material respect; (h) to provide additional security under the Notes; (i) to add additional guarantees of obligations under the Notes; (jiii) to provide for uncertificated Notes in addition to or in place of certificated Notes; Notes (provided, however, that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code Internal Revenue Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Internal Revenue Code; or); (kiv) to add further Guarantees with respect to the Notes or to secure the Notes with additional collateral; (v) to add to the covenants of the Issuers for the benefit of the Noteholders or to surrender any right or power conferred upon the Issuers or the Guarantors; (vi) to comply with requirements of the Commission in order to effect or maintain the qualification of this Indenture under the TIA; (vii) to make any change that would provide for a successor additional rights or benefits to the Holders of the Notes or that does not, as evidenced by an Opinion of Counsel delivered to the Trustee. , adversely affect the rights of any Noteholder in any respect; or provided, that the Issuers have delivered to the Trustee an Opinion of Counsel stating that any such amendment or supplement complies with the provisions of this Section 10.01. (b) Upon the request of the Issuers and the Subsidiary Guarantors accompanied by Board Resolutions of their respective Boards of Directors authorizing the execution of any such supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02, Section 10.06 and Section 12.04 hereof, the Trustee shall join with the Issuers and the Subsidiary Guarantors in the execution of any supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations which may be therein contained, but the Trustee shall not be obligated to enter into such supplemental indenture which affects its own rights, duties or immunities under this Indenture or otherwise. (c) After an amendment or supplement under this Section 10.01 becomes effective, the Company Issuers shall mail to all Noteholders a notice briefly describing such amendmentamendment or supplement. The failure to give such notice to all Noteholders, or any defect therein, shall not impair or affect the validity of an amendment or supplement under this Section.

Without Consent of Noteholders. The Company, the Subsidiary Guarantors and the Trustee may amend this Indenture or the Notes without notice to or consent of any Noteholder: (a) to provide for amendments to the conversion rights of Holders of the Notes and the Company’s repurchase obligations in connection with a Fundamental Change cure any ambiguity, omission, defect or in the event of any change or reclassification of the Class A Common Stock, consolidation, amalgamation, merger or sale, lease, transfer, conveyance or other disposition of all or substantially all of the Company’s property and assetsinconsistency; (b) to comply with Article 5evidence the succession of another corporation or limited liability to the Company and the assumption by that successor corporation or limited liability company of the Company’s obligations under this Indenture and the Notes and to provide for the Notes to be converted or exchanged for Reference Property; (c) to surrender evidence the succession of another corporation to any right or power herein conferred upon Subsidiary Guarantor and the Companyassumption by that successor corporation of such Subsidiary Guarantor’s obligations under this Indenture and the Notes, including a supplemental indenture described in Section 10.05; (d) to add to the covenants of the Company for the benefit of the Noteholders (including adding one or more additional put rights in favor of the Noteholders); (e) to cure any ambiguity or correct or supplement any inconsistent or otherwise defective provision contained in this Indenture; provided that such modification or amendment does not adversely affect the interests of the Holders of the Notes in any material respect; provided, further, that any amendment made solely to conform the provisions of this Indenture to the Description of the Notes contained in the Company’s Offering Memorandum dated March 4, 2008 will not be deemed to adversely affect the interests of the Holders of the Notes; (f) to increase the Conversion Rate; provided that the increase will not adversely affect the interests of the Holders of the Notes; (g) to make any changes or modifications necessary in connection with the registrations of the shares of Class A Common Stock issuable upon conversion of the Notes under the Securities Act as contemplated in each Registration Rights Agreement; provided that such change or modification does not adversely affect the interests of the Holders of the Notes in any material respect; (h) to provide additional security under the Notes; (i) to add additional guarantees of obligations under the Notes; (j) to provide for uncertificated Notes in addition to or in place of certificated Notes; provided, however, that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code Code; (e) to permit or in a manner such that maintain qualification of this Indenture or any supplemental indenture hereto under the uncertificated Notes are described in Section 163(f)(2)(BTrust Indenture Act; (f) to establish the forms or the terms of the CodeNotes; (g) to add guarantees with respect to the Notes; (h) to secure the Notes; (i) to conform the provisions of this Indenture or the Notes to corresponding provisions contained in that certain offering memorandum related to the offering of the Notes, dated as of September 24, 2009; (j) to add to the covenants or the Events of Default of the Company for the benefit of the Noteholders or to surrender any right or power herein conferred upon the Company; (k) to make any change that does not adversely affect the rights of any Noteholder; or (kl) to provide for a successor Trustee. After an amendment under this Section becomes effective, the Company shall mail to Noteholders a notice briefly describing such amendment. The failure to give such notice to all Noteholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section.

Without Consent of Noteholders. The Company, the Subsidiary Guarantors Company and the Trustee may from time to time and at any time amend this Indenture or Indenture, without the Notes without notice to or consent of any Noteholder: the Noteholders, for one or more of the following purposes: (a) to provide for amendments evidence the succession of another corporation to the conversion rights of Holders Company, or successive successions, and the assumption by the successor corporation of the Notes covenants, agreements and the Company’s repurchase obligations in connection with a Fundamental Change or in the event of any change or reclassification of the Class A Common Stock, consolidation, amalgamation, merger or sale, lease, transfer, conveyance or other disposition of all or substantially all of the Company’s property and assets; Company pursuant to Article X hereof; (b) to comply with Article 5; (c) to surrender any right or power herein conferred upon the Company; (d) to add to the covenants of the Company such further covenants, restrictions or conditions for the benefit protection of the Noteholders (including adding one or more additional put rights in favor as the Board of Directors and the Trustee shall consider to be for the protection of the Noteholders); , 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 29 34 permitting the enforcement of all or any of the remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant, restriction or condition, such amendment may provide for a particular period of grace after Default (ewhich 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 Notes in coupon form if allowed by law (including Notes registrable as to principal only) and to provide for exchangeability of such Notes with the Notes 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 inconsistent or otherwise 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 Indenture; provided provided, that any such modification or amendment does action shall not materially adversely affect the interests of the Holders of the Notes in any material respect; provided, further, that any amendment made solely to conform the provisions of this Indenture to the Description of the Notes contained in the Company’s Offering Memorandum dated March 4, 2008 will not be deemed to adversely affect the interests of the Holders holders of the Notes; ; (e) to evidence and provide for the acceptance of appointment hereunder by a successor trustee with respect to the Notes; (f) to increase qualify or maintain qualification of this Indenture under the Conversion RateTrust Indenture Act of 1939; provided that the increase will not adversely affect the interests of the Holders of the Notes; or (g) to make any changes or modifications necessary in connection with the registrations of the shares of Class A Common Stock issuable upon conversion of the Notes under the Securities Act as contemplated in each Registration Rights Agreement; provided change that such change or modification does not adversely affect the interests rights of the Holders of the Notes any Noteholder in any material respect; (h) . The Trustee is hereby authorized to provide additional security join with the Company in the execution of any supplemental indenture to effect such amendment, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to, but may in its discretion, enter into any such supplemental indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. Any amendment to this Indenture authorized by the Notes; (i) to add additional guarantees provisions of obligations under this Section 9.01 may be executed by the Notes; (j) to provide for uncertificated Company and the Trustee without the consent of the holders of any of the Notes in addition to or in place at the time outstanding, notwithstanding any of certificated Notes; provided, however, that the uncertificated Notes are issued in registered form for purposes provisions of Section 163(f) of the Code or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code; or (k) to provide for a successor Trustee9.02. After an amendment under this Section becomes effective, the Company shall mail to Noteholders a notice briefly describing such amendment. The failure to give such notice to all Noteholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section.SECTION

Without Consent of Noteholders. The CompanyCompany and the Guarantors, when authorized by a Board Resolution (which resolution may provide general terms or parameters for such action and may provide that the Subsidiary Guarantors specific terms of such action may be determined in accordance with or pursuant to a Company Order), and the Trustee may amend this Indenture from time to time and at any time enter into an indenture or indentures supplemental hereto for one or more of the Notes without notice to or consent of any Noteholderfollowing purposes: (a) to provide for amendments to the conversion rights of Holders of the Notes and the Company’s repurchase obligations in connection with a Fundamental Change or in the event of any change or reclassification of the Class A Common Stock, consolidation, amalgamation, merger or sale, leaseconvey, transfer, conveyance assign, mortgage or other disposition pledge to the Trustee as security for the Notes of all one or substantially all of the Company’s more series any property and or assets; (b) to comply with evidence the succession of another corporation to the Company, or successive successions, and the assumption by the successor corporation of the covenants, agreements and obligations of the Company pursuant to Article 5Four; (c) to surrender any right or power herein conferred upon the Company; (d) to add to the covenants of the Company such further covenants, restrictions, conditions or provisions as its Board of Directors and the Trustee shall consider to be for the protection or benefit of the Holders of all or any series of Notes, (and if such covenants, restrictions, conditions or provisions are for the protection or benefit of less than all series of Notes, stating that they are expressly being included solely for the benefit or protection of such series), and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the Noteholders several remedies provided in this Indenture as herein set forth; provided, that in respect of any such additional covenant, restriction, condition or provision such supplemental indenture may provide for a particular period of grace after default (including adding one which period may be shorter or more additional put rights longer than that allowed in favor the case of other defaults) or may provide for an immediate enforcement upon such an Event of Default or may limit the remedies available to the Trustee upon such an Event of Default or may limit the right of the Noteholders)Holders of a majority in aggregate principal amount of the Notes of such series to waive such an Event of Default; (ed) to cure any ambiguity or to correct or supplement any inconsistent or otherwise defective provision contained in this Indenture; provided that such modification herein or amendment does not adversely affect the interests of the Holders of the Notes in any material respectsupplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture; provided, further, that any amendment made solely or to conform the make such other provisions of in regard to matters or questions arising under this Indenture to or under any supplemental indenture as the Description Board of the Notes contained in the Company’s Offering Memorandum dated March 4, 2008 will not be deemed to adversely affect the interests of the Holders of the Notes; (f) to increase the Conversion Rate; provided that the increase will not adversely affect the interests of the Holders of the Notes; (g) to make any changes Directors may deem necessary or modifications necessary in connection with the registrations of the shares of Class A Common Stock issuable upon conversion of the Notes under the Securities Act as contemplated in each Registration Rights Agreement; provided that such change or modification does desirable and which shall not adversely affect the interests of the Holders of the Notes in any material respect; (e) to establish the form or forms or terms of Notes of any series as permitted by Sections 2.1; (f) to evidence and provide for the acceptance of appointment hereunder by a successor trustee with respect to the Notes 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 Article Seven; (g) to provide for uncertificated Notes and to make all appropriate changes for such purpose; (h) to provide additional security under comply with the Notesrequirements of the TIA; (i) to add additional guarantees of obligations under Guarantors with respect to the Notes;; and (j) to evidence and provide for uncertificated Notes in addition to or in place the acceptance of certificated Notes; provided, however, that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code; or (k) to provide for appointment hereunder by a successor Trustee. After an amendment The Trustee is hereby authorized to join with the Company and the Guarantors in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section becomes effectivemay be executed without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the Company shall mail to Noteholders a notice briefly describing such amendment. The failure to give such notice to all Noteholders, or any defect therein, shall not impair or affect the validity provisions of an amendment under this SectionSection 9.2.

Without Consent of Noteholders. The Company, the Subsidiary Guarantors Company and the Trustee may from time to time and at any time amend this Indenture or Indenture, without the Notes without notice to or consent of any Noteholderthe Noteholders, for one or more of the following purposes: (a) to provide for amendments evidence the succession of another corporation to the conversion rights of Holders Company, or successive successions, and the assumption by the successor corporation of the Notes covenants, agreements and the Company’s repurchase obligations in connection with a Fundamental Change or in the event of any change or reclassification of the Class A Common Stock, consolidation, amalgamation, merger or sale, lease, transfer, conveyance or other disposition of all or substantially all of the Company’s property and assetsCompany pursuant to Article X hereof; (b) to comply with Article 5; (c) to surrender any right or power herein conferred upon the Company; (d) to add to the covenants of the Company such further covenants, restrictions or conditions for the benefit protection of the Noteholders (including adding one or more additional put rights in favor as the Board of Directors and the Trustee shall consider to be for the protection of the Noteholders), 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 remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant, restriction or condition, such amendment may provide for a 42 48 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 Notes in coupon form if allowed by law (including Notes registrable as to principal only) and to provide for exchangeability of such Notes with the Notes 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 materially adversely affect the interests of the holders of the Notes; (e) to cure any ambiguity or correct or supplement any inconsistent or otherwise defective provision contained in this Indenture; provided that such modification or amendment does not adversely affect evidence and provide for the interests acceptance of the Holders of the Notes in any material respect; provided, further, that any amendment made solely appointment hereunder by a successor trustee with respect to conform the provisions of this Indenture to the Description of the Notes contained in the Company’s Offering Memorandum dated March 4, 2008 will not be deemed to adversely affect the interests of the Holders of the Notes; (f) to increase qualify or maintain qualification of this Indenture under the Conversion RateTrust Indenture Act of 1939; provided that the increase will not adversely affect the interests of the Holders of the Notes;or (g) to make any changes or modifications necessary in connection with the registrations of the shares of Class A Common Stock issuable upon conversion of the Notes under the Securities Act as contemplated in each Registration Rights Agreement; provided change that such change or modification does not adversely affect the interests rights of the Holders of the Notes any Noteholder in any material respect; (h) . The Trustee is hereby authorized to provide additional security join with the Company in the execution of any supplemental indenture to effect such amendment, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to, but may in its discretion, enter into any such supplemental indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. Any amendment to this Indenture authorized by the Notes; (i) to add additional guarantees provisions of obligations under this Section 9.01 may be executed by the Notes; (j) to provide for uncertificated Company and the Trustee without the consent of the holders of any of the Notes in addition to or in place at the time outstanding, notwithstanding any of certificated Notes; provided, however, that the uncertificated Notes are issued in registered form for purposes provisions of Section 163(f) of the Code or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code; or (k) to provide for a successor Trustee. After an amendment under this Section becomes effective, the Company shall mail to Noteholders a notice briefly describing such amendment. The failure to give such notice to all Noteholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section9.02.

Without Consent of Noteholders. Solely with respect to the Notes, Section 10.1 of the Original Indenture shall be amended and restated in its entirety by inserting the following in lieu thereof: “The Company, the Subsidiary Guarantors Company and the Trustee may amend this Seventh Supplemental Indenture or the Notes without notice to or the consent of any NoteholderHolder to: (a1) to provide for amendments to the conversion rights of Holders of the Notes and the Company’s repurchase obligations in connection with a Fundamental Change cure any ambiguity, omission, defect or in the event of any change or reclassification of the Class A Common Stock, consolidation, amalgamation, merger or sale, lease, transfer, conveyance or other disposition of all or substantially all of the Company’s property and assetsinconsistency; (b2) to comply provide for the assumption by a successor of the obligations of the Company under this Seventh Supplemental Indenture in accordance with Article 5Section 5.01; (c3) to surrender any right or power herein conferred upon the Company; (d) to add to the covenants of the Company for the benefit of the Noteholders (including adding one or more additional put rights in favor of the Noteholders); (e) to cure any ambiguity or correct or supplement any inconsistent or otherwise defective provision contained in this Indenture; provided that such modification or amendment does not adversely affect the interests of the Holders of the Notes in any material respect; provided, further, that any amendment made solely to conform the provisions of this Indenture to the Description of the Notes contained in the Company’s Offering Memorandum dated March 4, 2008 will not be deemed to adversely affect the interests of the Holders of the Notes; (f) to increase the Conversion Rate; provided that the increase will not adversely affect the interests of the Holders of the Notes; (g) to make any changes or modifications necessary in connection with the registrations of the shares of Class A Common Stock issuable upon conversion of the Notes under the Securities Act as contemplated in each Registration Rights Agreement; provided that such change or modification does not adversely affect the interests of the Holders of the Notes in any material respect; (h) to provide additional security under the Notes; (i) to add additional guarantees of obligations under the Notes; (j) to provide for or facilitate the issuance of uncertificated Notes in addition to or in place of certificated Notes; provided, however, provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code Code; (4) comply with the rules of any applicable Depositary; (5) secure the Notes; (6) add covenants of the Company and its Restricted Subsidiaries or Events of Default for the benefit of Holders or to make changes that would provide additional rights to the Holders or to surrender any right or power conferred upon the Company; (7) make any change that does not adversely affect the legal rights under the Indenture of any Holder; (8) comply with any requirement of the SEC in connection with any required the qualification of the Indenture under the Trust Indenture Act; (9) evidence and provide for the acceptance of an appointment under the Indenture of a manner such successor trustee; provided that the uncertificated Notes are described in Section 163(f)(2)(B) successor trustee is otherwise qualified and eligible to act as such under the terms of the CodeIndenture; (10) conform the text of this Seventh Supplemental Indenture or the Notes to any provision of the section entitled “Description of notes” in the Prospectus Supplement to the extent that such provision in such section was intended to be a verbatim recitation of a provision of this Seventh Supplemental Indenture or the Notes as confirmed in an Officer’s Certificate; or (k11) make any amendment to provide for a successor Trustee. After an amendment under the provisions of this Section becomes effectiveSeventh Supplemental Indenture relating to the transfer and legending of Notes as permitted by this Seventh Supplemental Indenture, including, without limitation to facilitate the Company shall mail to Noteholders a notice briefly describing such amendment. The failure to give such notice to all Noteholdersissuance and administration of the Notes or, if Incurred in compliance with this Seventh Supplemental Indenture, Additional Notes; provided, however, that (A) compliance with this Seventh Supplemental Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any defect therein, shall applicable securities law and (B) such amendment does not impair or materially and adversely affect the validity rights of an amendment under this SectionHolders to transfer Notes.”

Without Consent of Noteholders. The Company, the Subsidiary Guarantors Company and the Trustee may amend or supplement this Indenture Indenture, the Securities or the Notes Security Documents, without notice to or the consent of any Noteholder: (a) to provide for amendments to the conversion rights of Holders of the Notes and the Company’s repurchase obligations in connection with a Fundamental Change cure any ambiguity, defect or in the event of any change or reclassification of the Class A Common Stock, consolidation, amalgamation, merger or sale, lease, transfer, conveyance or other disposition of all or substantially all of the Company’s property and assetsinconsistency; (b) to comply with Article 5provide for uncertificated Securities in addition to certificated Securities; (c) to surrender any right or power herein conferred upon provide for the succession of another Person to the Company and the assumption by the successor of the Company's covenants and obligations under this Indenture; (d) to add to evidence and provide for the covenants acceptance of the Company for the benefit appointment under this Indenture of the Noteholders (including adding one or more additional put rights in favor of the Noteholders)a successor trustee; (e) to cure make any ambiguity change that would provide any additional rights or correct benefits to the Noteholders or supplement any inconsistent or otherwise defective provision contained in this Indenture; provided that such modification or amendment does not adversely affect the interests rights hereunder of the Holders of the Notes in any material respect; provided, further, that any amendment made solely to conform the provisions of this Indenture to the Description of the Notes contained in the Company’s Offering Memorandum dated March 4, 2008 will not be deemed to adversely affect the interests of the Holders of the NotesNoteholder; (f) to increase make provisions with respect to the Conversion Rateconversion rights of Noteholders in the event of a consolidation, merger, continuation or sale of assets as required hereunder; provided that the increase will not adversely affect the interests of the Holders of the Notes;or (g) to make any changes or modifications necessary in connection comply with the registrations requirements of the shares SEC in order to qualify, or maintain the qualifications of Class A Common Stock issuable upon conversion this Indenture under the TIA. Upon the request of the Notes under Company accompanied by a Board Resolution authorizing the Securities Act as contemplated in each Registration Rights Agreement; provided that execution of any such change amended or modification does not adversely affect supplemental Indenture, and upon receipt by the interests Trustee of the Holders of the Notes in any material respect; (h) to provide additional security under the Notes; (i) to add additional guarantees of obligations under the Notes; (j) to provide for uncertificated Notes in addition to or in place of certificated Notes; provided, however, that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code or in a manner such that the uncertificated Notes are documents described in Section 163(f)(2)(B) 10.07 hereof, the Trustee shall join with the Company in the execution of any amended or supplemental Indenture authorized or permitted by the Code; or (k) terms of this Indenture and to provide for a successor Trustee. After an amendment 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 Section becomes effective, the Company shall mail to Noteholders a notice briefly describing such amendment. The failure to give such notice to all Noteholders, Indenture or any defect therein, shall not impair or affect the validity of an amendment under this Sectionotherwise.

Without Consent of Noteholders. The CompanyNotwithstanding Section 8.02, the Subsidiary Issuer, the Guarantors and the Trustee may modify and amend or supplement this Indenture Indenture, the Notes or the Notes Note Guarantees without notice to or the consent of any Noteholder: (a) to provide Holder of Notes for amendments to the conversion rights of Holders any of the Notes and the Company’s repurchase obligations in connection with a Fundamental Change or in the event of any change or reclassification of the Class A Common Stock, consolidation, amalgamation, merger or sale, lease, transfer, conveyance or other disposition of all or substantially all of the Company’s property and assets; following purposes: (b) to comply with Article 5; (c) to surrender any right or power herein conferred upon the Company; (d) to add to the covenants of the Company for the benefit of the Noteholders (including adding one or more additional put rights in favor of the Noteholders); (e1) to cure any ambiguity ambiguity, omission, defect or correct or supplement any inconsistent or otherwise defective provision contained in this Indentureinconsistency; provided that such modification or amendment does not adversely affect the interests of the Holders of the Notes in any material respect; provided, further, that any amendment made solely to conform the provisions of this Indenture to the Description of the Notes contained in the Company’s Offering Memorandum dated March 4, 2008 will not be deemed to adversely affect the interests of the Holders of the Notes; (f) to increase the Conversion Rate; provided that the increase will not adversely affect the interests of the Holders of the Notes; (g) to make any changes or modifications necessary in connection with the registrations of the shares of Class A Common Stock issuable upon conversion of the Notes under the Securities Act as contemplated in each Registration Rights Agreement; provided that such change or modification does not adversely affect the interests of the Holders of the Notes in any material respect; (h) to provide additional security under the Notes; (i) to add additional guarantees of obligations under the Notes; (j2) to provide for uncertificated Notes in addition to or in place of certificated Physical Notes; provided, however, that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code; or (k3) to provide for the assumption of the Issuer’s or any Guarantor’s obligations to the Holders of Notes pursuant to the terms of this Indenture; (4) to secure the Notes and the Note Guarantees; (5) to release and discharge any Security Interest securing the Notes and the Note Guarantees when permitted by this Indenture (including pursuant to the second paragraph under Section 4.11); (6) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee. After an amendment under Trustee or a successor paying agent thereunder pursuant to the requirements thereof; (7) to add any Guarantor or release any Guarantor from its Note Guarantee of Notes if such release is in accordance with the terms of this Section becomes effectiveIndenture; (8) to conform the text of this Indenture, the Company shall mail to Noteholders a notice briefly describing such amendment. The failure to give such notice to all NoteholdersNotes, or the Note Guarantees to any defect thereinprovision of the “Description of the Notes” set forth in the Offering Memorandum to the extent that such provision in the “Description of the Notes” set forth in the Offering Memorandum was intended to be a verbatim recitation of a provision of this Indenture, shall the Notes, or the Note Guarantees, which intent may be evidenced by an Officer’s Certificate to that effect; (9) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation, to facilitate the issuance and administration of the Notes; provided , however , that such amendment does not impair or materially and adversely affect the validity rights of an amendment under Holders to transfer Notes; (10) to add covenants for the benefit of the Holders or to surrender any right or power conferred upon Holdings, the Issuer or any other Guarantor with respect to the Notes; (11) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Section.Indenture as of the date hereof; 90

Without Consent of Noteholders. The Without the consent of any Holders of the Notes, the Company, the Subsidiary Guarantors when authorized by or pursuant to a Board Resolution, and the Trustee Trustee, at any time and from time to time, may amend amend, waive, modify or supplement this Indenture or the Notes without notice to or consent for any of any Noteholderthe following purposes: (a) to provide for amendments to the conversion rights of Holders of the Notes comply with Section 9.01, 10.06 and the Company’s repurchase obligations in connection with a Fundamental Change or in the event of any change or reclassification of the Class A Common Stock, consolidation, amalgamation, merger or sale, lease, transfer, conveyance or other disposition of all or substantially all of the Company’s property and assets11.01; (b) to comply with Article 5; (c) add to the covenants of the Company for the benefit of the Holders of the Notes or to surrender any right or power herein conferred upon the Company; (c) to secure the Notes; (d) to add to provide for the covenants addition or modification of any of the Company provisions of this Indenture as shall be necessary or desirable to provide for or facilitate the benefit guarantee of the Noteholders (including adding Notes by one or more additional put rights in favor of the Noteholders)guarantors; (e) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee; (f) [RESERVED]; (g) to cure any ambiguity or correct or supplement any inconsistent or otherwise defective provision contained in this Indenture; provided ; (h) to make any provision with respect to matters or questions arising under this Indenture that such modification the Company may deem necessary or amendment does desirable and that shall not adversely affect the interests of the Holders of the Notes in any material respect; provided, further, that any amendment made solely to conform the be inconsistent with provisions of this Indenture to the Description of the Notes contained in the Company’s Offering Memorandum dated March 4, 2008 will not be deemed to adversely affect the interests of the Holders of the Notes; (f) to increase the Conversion Rate; provided that the increase will not adversely affect the interests of the Holders of the Notes; (g) to make any changes or modifications necessary in connection with the registrations of the shares of Class A Common Stock issuable upon conversion of the Notes under the Securities Act as contemplated in each Registration Rights Agreement; provided that such change or modification does not not, in the good faith opinion of the Company’s Board of Directors, adversely affect the interests of the Holders of the Notes in any material respect; (hi) to provide additional security under for conversion rights of Holders of Notes and the Notes; (i) to add additional guarantees Company’s repurchase obligations in connection with a Fundamental Change in the event of obligations under any reclassification of the NotesCommon Stock, merger or consolidation, or sale, conveyance, transfer or lease of the Company’s property and assets substantially as an entirety; (j) to provide for uncertificated Notes in addition conform the provisions of this Indenture to or in place of certificated Notes; provided, however, that the uncertificated Notes are issued in registered form for purposes of Section 163(f) “Description of the Code or Notes” section contained in a manner such that the uncertificated Company’s offering memorandum related to the Notes are described in Section 163(f)(2)(B) of the Code; ordated September 20, 2012; (k) to provide for a successor Trustee. After an amendment under this Section becomes effective, increase the Conversion Rate; provided that the increase will not adversely affect the interest of the Holders of the Notes; and (l) to make such changes as may be necessary or desirable to allow the Company shall mail to Noteholders a notice briefly describing issue Additional Notes pursuant to Section 2.11; provided that any such amendment. The failure to give such notice to all Noteholders, or any defect therein, shall change will not impair or adversely affect the validity interests of an amendment under this SectionHolders of the Notes in any material respect.