Common use of Without the Consent of Holders Clause in Contracts

Without the Consent of Holders. The Company and the Trustee may amend this Indenture or the Convertible Notes without notice to or the consent of any holder of a Convertible Note for the purposes of: (a) curing any ambiguity or correcting or supplementing any defective or inconsistent provision contained in this Indenture or making any other changes in the provisions of this Indenture which the Company and the Trustee may deem necessary or desirable, provided such amendment does not materially and adversely affect the legal rights under this Indenture of the holders of Convertible Notes; (b) providing for uncertificated Convertible Notes in addition to or in place of certificated Convertible Notes; (c) evidencing the succession of another person to the Company and providing for the assumption by such successor of the covenants and obligations of the Company thereunder and in the Convertible Notes as permitted by Section 5.01; (d) providing for conversion rights or repurchase rights of holders of Convertible Notes in the event of consolidation, merger, share exchange or sale of all or substantially all of the assets of the Company as required to comply with Sections 5.01 or 12.06; (e) reducing the Conversion Price; (f) evidencing and providing for the acceptance of appointment under this Indenture of a successor Trustee; (g) making any changes that would provide the holders of the Convertible Notes with any additional rights or benefits or that do not adversely affect the legal rights under this Indenture of any such holder; (h) to reopen this Indenture and issue Additional Convertible Notes in accordance with the provisions of Section 2.02; or (i) complying with the requirements of the Commission in order to effect or maintain the qualification of the Indenture under the TIA.

Without the Consent of Holders. The Company Issuer and the Guarantors, when authorized by a Board Resolution, and the Trustee may amend this Indenture or the Convertible Notes without notice to or the consent of any holder of a Convertible Note for the purposes of: (a) curing any ambiguity or correcting or supplementing any defective or inconsistent provision contained in this Indenture or making any other changes in the provisions of this Indenture which the Company Issuer and the Trustee may deem necessary or desirable, desirable provided such amendment does not materially and adversely affect the legal rights under this Indenture interests of the holders of Convertible NotesNotes in any material respect; (b) providing for uncertificated Convertible Notes in addition to or in place of certificated Convertible Certificated Notes; (c) evidencing providing for the succession of another person corporation to the Company Issuer or a Guarantor and providing for the assumption of the Notes or the applicable Guarantee by such successor of the covenants and obligations of the Company thereunder and in the Convertible Notes as permitted by Section 5.01; (d) providing for conversion rights or and/or repurchase rights of holders of Convertible any series of Notes in the event of consolidationamalgamation, merger, share exchange or sale of all or substantially all of the assets of the Company Issuer as required to comply with Sections 5.01 or and/or 12.06; (e) reducing subject to Section 12.06, provide for conversion rights of holders of any series of Notes in connection with any reclassification or change of the Conversion PriceCommon Shares or in the event of any amalgamation, consolidation, merger or sale of the consolidated assets of the Issuer and its Subsidiaries substantially as an entirety occurs; (f) reducing the Conversion Price applicable to any series of Notes; (g) evidencing and providing for the acceptance of appointment under this Indenture of a successor Trustee; (gh) making any changes that would provide the holders of the Convertible Notes of any series with any additional rights or benefits or that do does not adversely affect the legal rights under this Indenture of any such holder; (hi) adding an additional guarantor in respect of the Guarantee; (j) provide any liens or security for the benefit of the holders of any series of Notes; (k) add to reopen this Indenture and issue Additional Convertible the covenants for the benefit of the holders of any series of Notes; (l) surrender any right or power conferred upon the Issuer or any Guarantor with respect to any series of Notes; (m) increase the Conversion Rate in the manner described in Article 12, provided that the increase will not adversely affect the interests of the holders of the Notes in accordance with any material respect; (n) permitting or facilitating defeasance or discharge of any or all Notes, provided that such modification shall not adversely affect the provisions interest of Section 2.02any holder of Notes in any material respect; or (io) complying with the requirements of the Commission in order to effect or maintain the qualification of the this Indenture under the TIA.

Without the Consent of Holders. The Company Notwithstanding anything to the contrary in Section 8.02, the Company, the Guarantors and the Trustee may amend or supplement this Indenture or the Convertible Notes without notice to or the consent of any holder of a Convertible Note for the purposes ofHolder to: (aA) curing cure any ambiguity or correcting correct any omission, defect or supplementing any defective or inconsistent provision contained inconsistency in this Indenture or making any other changes the Notes, as set forth in an Officer’s Certificate; (B) add guarantees with respect to the provisions of this Indenture which the Company and the Trustee may deem necessary or desirable, provided such amendment does not materially and adversely affect the legal rights Company’s obligations under this Indenture of or the holders of Convertible Notes; (bC) providing for uncertificated Convertible secure the Notes in addition to or in place of certificated Convertible Notesany Guarantee; (cD) evidencing the succession of another person add to the Company’s or any Guarantor’s covenants or Events of Default for the benefit of the Holders or surrender any right or power conferred on the Company and providing or any Guarantor; (E) provide for the assumption by such successor of the covenants Company’s or any Guarantor’s obligations under this Indenture and obligations of the Company thereunder Notes pursuant to, and in the Convertible Notes compliance with, Article 6 and Article 9, as permitted by Section 5.01applicable; (dF) providing for conversion rights or repurchase rights of holders of Convertible Notes enter into supplemental indentures pursuant to, and in the event of consolidationaccordance with, merger, share exchange or sale of all or substantially all of the assets of the Company as required to comply Section 5.09 in connection with Sections 5.01 or 12.06a Common Stock Change Event; (eG) reducing the Conversion Priceirrevocably elect or eliminate any Settlement Method or Specified Dollar Amount; provided, however, that no such election or elimination will affect any Settlement Method therefore elected (or deemed to be elected) with respect to any Note pursuant to Section 5.03(A); (fH) evidencing and providing evidence or provide for the acceptance of appointment the appointment, under this Indenture Indenture, of a successor Trustee; (gI) making any changes that would provide for or confirm the holders issuance of the Convertible additional Notes with any additional rights pursuant to Section 2.03(B) or benefits or that do not adversely affect the legal rights under this Indenture of any such holderPIK Notes pursuant to Section 2.03(C); (hJ) to reopen comply with any requirement of the SEC in connection with any qualification of this Indenture and issue Additional Convertible Notes or any supplemental indenture under the Trust Indenture Act, as then in accordance with the provisions of Section 2.02effect; or (iK) complying make any other change to this Indenture or the Notes that does not, individually or in the aggregate with all other such changes, adversely affect the requirements rights of the Commission Holders, as such, in order to effect or maintain the qualification of the Indenture under the TIAany material respect.

Without the Consent of Holders. The Company Issuer, the Mexican Trustee and the Trustee may amend this Indenture or the Convertible Notes without notice to or the consent of any holder of a Convertible Note for the purposes ofHolder to: (a) curing cure any ambiguity ambiguity, omission, defect or correcting or supplementing any defective or inconsistent provision contained inconsistency in this Indenture or making any other changes in the provisions of this Indenture which the Company and the Trustee may deem necessary or desirable, provided such amendment does not materially and adversely affect the legal rights under this Indenture of the holders of Convertible Notes; (b) providing provide for the assumption by a surviving or successor corporation of the obligations of the Issuer under the Indenture or evidence and provide for the acceptance of appointment of a successor Trustee pursuant to this Indenture; (c) provide for uncertificated Convertible Notes in addition to or in place of certificated Convertible Notes; Notes (cprovided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) evidencing the succession of another person to the Company and providing for the assumption by such successor of the covenants and obligations Internal Revenue Code or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Company thereunder and in the Convertible Notes as permitted by Section 5.01Internal Revenue Code); (d) providing for conversion rights or repurchase rights of holders of Convertible Notes in add guarantees with respect to the event of consolidation, merger, share exchange or sale of all or substantially all of the assets of the Company as required to comply with Sections 5.01 or 12.06Notes; (e) reducing secure the Conversion PriceNotes; (f) evidencing and providing add to the Issuer’s covenants for the acceptance benefit of appointment under this Indenture of a successor Trusteethe Holders or surrender any right or power conferred upon the Issuer; (g) making make any changes change that would provide the holders of the Convertible Notes with any additional rights or benefits or that do does not materially adversely affect the legal rights under this Indenture of any such holderHolder; (h) to reopen this Indenture and issue Additional Convertible Notes in accordance comply with the provisions of Section 2.02any clearing agency, clearing corporation or clearing system, including DTC, the Trustee or the Registrar with respect to the provisions of this Indenture or the Notes relating to transfers and exchanges of Notes; orand (i) complying with conform the requirements terms of this Indenture or the Commission Notes to the description thereof in order to effect or maintain the qualification of the Indenture under the TIAOffering Memorandum.

Without the Consent of Holders. The Company and the Trustee may amend or supplement this Indenture or the Convertible Notes without notice to to, or the consent of of, any holder of a Convertible Note for the purposes ofto: (a) curing cure any ambiguity ambiguity, defect or correcting inconsistency or supplementing any defective or inconsistent provision contained in this Indenture or making make any other changes in the provisions of this the Indenture which the Company and the Trustee may deem necessary or desirable, provided provided, that such amendment or supplement does not materially and adversely affect the legal rights under this Indenture of the holders of Convertible Notes; (b) providing provide for uncertificated Convertible Notes in addition to or in place of certificated Convertible Notes; (c) evidencing the succession of another person to the Company and providing provide for the assumption by such successor of the covenants and Company's obligations to holders of the Company thereunder and Notes in the Convertible Notes circumstances required under the indenture as permitted by Section 5.01described under Article 5 hereof; (d) providing provide for conversion rights or repurchase rights of holders of Convertible Notes in the event of consolidation, merger, share exchange or sale of all or substantially all of the assets of the Company as required to comply with Sections 5.01 or 12.06Section 5.1; (e) reducing reduce the Conversion Price; (f) evidencing evidence and providing provide for the acceptance of the appointment under this the Indenture of a successor Trustee; (g) making make any changes change that would provide the holders of the Convertible Notes with any additional rights or benefits to the holders of Notes or that do does not adversely affect the legal rights under this the Indenture of any such holder;; or (h) to reopen this Indenture and issue Additional Convertible Notes in accordance comply with the provisions of Section 2.02; or (i) complying with the requirements of the Commission in order to effect or maintain the qualification of the this Indenture under the TIA. However, no amendment or supplement may be made to Section 11 hereof that adversely affect the rights of any holder of Senior Indebtedness then outstanding unless the holders of such Senior Indebtedness (or any group or representative thereof authorized to give consent) consent to such changes.

Without the Consent of Holders. The Company Notwithstanding anything to the contrary in Section 9.02, the Company, the Trustee and the Trustee Collateral Agent, as applicable, may amend or supplement the Indenture, the Notes or the Collateral Documents without the consent of any Holder to: (A) cure any ambiguity or correct any omission, defect or inconsistency in the Indenture or the Notes; (B) add guarantees with respect to the Company’s obligations under the Indenture or the Notes; (C) secure the Notes with additional collateral; (D) add to the Company’s covenants or Events of Default for the benefit of the Holders or surrender any right or power conferred on the Company; (E) provide for the assumption of the Company’s obligations under the Indenture and the Notes pursuant to, and in compliance with, Article 7 or to provide for the assumption of any Grantor’s obligations under the Collateral Documents or the addition of one or more additional grantors, pledgors or mortgagors, as applicable under the Collateral Documents, in each case, pursuant to and in compliance with Section 3.25(B); (F) release all or any portion of the Collateral (or all or any portion of the value of the Collateral) or release a guarantor from their guarantee of the Secured Obligations, each in accordance with the Indenture or the Collateral Documents; (G) comply with any requirement of the SEC in connection with effecting or maintaining the qualification of the Indenture, or any supplemental indenture thereto, under the Trust Indenture Act, as then in effect; (H) provide for any transfer restrictions that apply to any Notes issued under the Indenture (other than the Initial Notes) that, at the time of their original issuance, constitute “restricted securities” within the meaning of Rule 144 under the Securities Act or that are originally issued in reliance upon Regulation S under the Securities Act; or (I) make any other changes to the Indenture or the Notes that does not, individually, or in the aggregate with all other such changes, adversely affect the rights of the Holders in any material respect. In addition, without consent of any Holder, and notwithstanding anything to the contrary in this Indenture or the Convertible Notes, (i) as provided in Section 12.01 or (ii) if the Notes without notice to have been repaid or redeemed in full, the consent of any holder of a Convertible Note for Collateral shall be automatically released from the purposes of: Liens created by the Collateral Documents (a) curing any ambiguity or correcting or supplementing any defective or inconsistent provision contained in this Indenture or making any other changes in the provisions case of this Indenture which (ii), with respect to the Company and the Trustee may deem necessary or desirable, provided such amendment does not materially and adversely affect the legal rights under this Indenture obligations in respect of the holders of Convertible Notes; (b) providing for uncertificated Convertible Notes in addition to or in place of certificated Convertible Notes; (c) evidencing the succession of another person to the Company ), and providing for the assumption by such successor of the covenants and all obligations of the Company thereunder Collateral Agent and in the Convertible Notes as permitted by Section 5.01; (d) providing for conversion rights or repurchase rights of holders of Convertible Notes in the event of consolidationGrantors shall automatically terminate, merger, share exchange or sale of all or substantially all of the assets of the Company as required to comply with Sections 5.01 or 12.06; (e) reducing the Conversion Price; (f) evidencing and providing for the acceptance of appointment under this Indenture of a successor Trustee; (g) making any changes that would provide the holders of the Convertible Notes with any additional rights or benefits or that do not adversely affect the legal rights under this Indenture without delivery of any instrument or any further action by any party, and all rights to the Collateral shall revert to the Grantors, as applicable. At the request and sole expense of Grantors, as applicable, following any such holder; termination, the Collateral Agent shall deliver (hor cause the Collateral Trustee to deliver) to reopen this Indenture Grantors, as applicable, any Collateral held by the Collateral Agent or the Collateral Trustee, as applicable, under any Collateral Documents, and issue Additional Convertible Notes in accordance with execute and deliver (or cause the provisions of Section 2.02; or (iexecution and delivery) complying with the requirements of the Commission in order to effect or maintain the qualification of the Indenture under the TIAGrantors, as applicable any documents that Grantors, as applicable, shall reasonably request to evidence such termination.

Without the Consent of Holders. The Company and the Trustee may amend this Indenture or the Convertible Subordinated Notes without notice to or the consent of any holder of a Convertible Subordinated Note for the purposes of: (a) curing any ambiguity or correcting or supplementing any defective or inconsistent provision contained in this Indenture or making any other changes in the provisions of this Indenture which the Company and the Trustee may deem necessary or desirable, desirable provided such amendment does not materially and adversely affect the legal rights under this the Indenture of the holders of Convertible Subordinated Notes;. (b) providing for uncertificated Convertible Subordinated Notes in addition to or in place of certificated Convertible Subordinated Notes; (c) evidencing the succession of another person Person to the Company and providing for the assumption by such successor of the covenants and obligations of the Company thereunder and in the Convertible Subordinated Notes as permitted by Section 5.01; (d) providing for conversion rights or and/or repurchase rights of holders of Convertible Subordinated Notes in the event of consolidation, merger, share exchange merger or sale of all or substantially all of the assets of the Company as required to comply with Sections 5.01 or and/or 12.06; (e) reducing the Conversion Price; (f) evidencing and providing for the acceptance of appointment under this Indenture of a successor Trustee; (g) making any changes that would provide the holders of the Convertible Subordinated Notes with any additional rights or benefits or that do does not adversely affect the legal rights under this Indenture of any such holder; (h) to reopen this Indenture and issue Additional Convertible Notes in accordance with the provisions of Section 2.02; or (ig) complying with the requirements of the Commission in order to effect or maintain the qualification of the Indenture under the TIA.

Without the Consent of Holders. The Notwithstanding anything to the contrary in Section 8.02, the Company and the Trustee may amend or supplement this Indenture or the Convertible Notes without notice to or the consent of any holder of a Convertible Note for the purposes ofHolder to: (aA) curing cure any ambiguity or correcting correct any omission, defect or supplementing any defective or inconsistent provision contained inconsistency in this Indenture or making any other changes in the provisions of this Indenture which the Company and the Trustee may deem necessary or desirable, provided such amendment Notes that does not materially and adversely affect Holders; (B) add guarantees with respect to the legal rights Company’s obligations under this Indenture of or the holders of Convertible Notes; (bC) providing for uncertificated Convertible Notes in addition to or in place of certificated Convertible secure the Notes; (cD) evidencing the succession of another person add to the Company and providing Company’s covenants or Events of Default for the benefit of the Holders or surrender any right or power conferred on the Company; (E) provide for the assumption by such successor of the covenants Company’s obligations under this Indenture and obligations of the Company thereunder Notes pursuant to, and in the Convertible Notes as permitted by Section 5.01compliance with, Article 6; (dF) providing for conversion rights or repurchase rights of holders of Convertible Notes enter into supplemental indentures pursuant to, and in the event of consolidationaccordance with, merger, share exchange or sale of all or substantially all of the assets of the Company as required to comply Section 5.10 in connection with Sections 5.01 or 12.06a Common Stock Change Event; (eG) reducing the Conversion Priceirrevocably elect or eliminate any Settlement Method or Specified Dollar Amount; provided, however, that no such election or elimination will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to Section 5.03(A); (fH) evidencing and providing evidence or provide for the acceptance of appointment the appointment, under this Indenture Indenture, of a successor Trustee; (gI) making comply with any changes that would provide the holders requirement of the Convertible Notes SEC in connection with any additional rights or benefits or that do not adversely affect the legal rights under qualification of this Indenture of or any such holder; (h) to reopen this supplemental indenture under the Trust Indenture and issue Additional Convertible Notes Act, as then in accordance with the provisions of Section 2.02effect; or (iJ) complying make any other change to this Indenture or the Notes that does not, individually or in the aggregate with all other such changes, adversely affect the requirements rights of the Commission Holders, as such, in order to effect or maintain the qualification of the Indenture under the TIAany material respect.

Without the Consent of Holders. The Notwithstanding anything to the contrary in Section 8.02, the Company and the Trustee may amend or supplement this Indenture or the Convertible Notes without notice to or the consent of any holder of a Convertible Note for the purposes ofHolder to: (aA) curing cure any ambiguity or correcting correct any omission, defect or supplementing any defective or inconsistent provision contained inconsistency in this Indenture or making any other changes in the provisions of this Indenture which the Company and the Trustee may deem necessary or desirable, provided such amendment does not materially and adversely affect the legal rights under this Indenture of the holders of Convertible Notes; (bB) providing for uncertificated Convertible Notes in addition add guarantees with respect to the Company’s obligations under this Indenture or in place of certificated Convertible the Notes; (cC) evidencing secure the succession of another person Notes; (D) add to the Company and providing Company’s covenants or Events of Default for the benefit of the Holders or surrender any right or power conferred on the Company; (E) provide for the assumption by such successor of the covenants Company’s obligations under this Indenture and obligations of the Company thereunder Notes pursuant to, and in the Convertible Notes as permitted by Section 5.01compliance with, Article 6; (dF) providing for conversion rights or repurchase rights of holders of Convertible Notes enter into supplemental indentures pursuant to, and in the event of consolidationaccordance with, merger, share exchange or sale of all or substantially all of the assets of the Company as required to comply Section 5.09 in connection with Sections 5.01 or 12.06a Common Stock Change Event; (eG) reducing irrevocably elect any Settlement Method (including Combination Settlement with a Specified Dollar Amount per $1,000 principal amount of Notes of $1,000 or with an ability to continue to set the Conversion PriceSpecified Dollar Amount per $1,000 principal amount of Notes at or above any specific amount set forth in such election notice) or Specified Dollar Amount, or eliminate the Company’s right to elect a Settlement Method, or change the Settlement Method deemed elected by the Company if it does not timely elect a Settlement Method applicable to a conversion of Notes; provided, however, that no such election, elimination or change will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to Section 5.03(A); (fH) evidencing and providing evidence or provide for the acceptance of appointment the appointment, under this Indenture Indenture, of a successor Trustee; (gI) making any changes that would provide conform the holders provisions of this Indenture and the Notes to the “Description of Notes” section of the Convertible Notes with any additional rights or benefits or that do not adversely affect Company’s Preliminary Offering Memorandum, dated July 22, 2020, related to the legal rights under this Indenture offer and sale of any such holderthe Notes, as supplemented by the related Pricing Term Sheet, dated July 22, 2020; (hJ) provide for or confirm the issuance of additional Notes pursuant to reopen Section 2.03(B); (K) comply with any requirement of the SEC in connection with any qualification of this Indenture and issue Additional Convertible Notes or any supplemental indenture under the Trust Indenture Act, as then in accordance with effect; (L) increase the provisions of Section 2.02Conversion Rate as provided in this Indenture; or (iM) complying make any other change to this Indenture or the Notes that does not, individually or in the aggregate with all other such changes, adversely affect the requirements rights of the Commission Holders, as such, in order to effect or maintain the qualification of the Indenture under the TIAany material respect.

Without the Consent of Holders. This Section 10.1 supersedes and replaces Section 9.1 of the Original Indenture with respect to the Notes, and references to “Section 9.1” of the Original Indenture shall instead refer to this “Section 10.1” of this First Supplemental Indenture. The Company Issuer and the Trustee may amend this Indenture or the Convertible Notes Trustees, at any time and from time to time, without notice to or the consent of any holder Holders, may amend or supplement the Indenture or the Notes, for any of a Convertible Note for the purposes offollowing purposes: (a) curing any ambiguity or correcting or supplementing any defective or inconsistent provision contained in this Indenture or making any other changes in the provisions of this Indenture which the Company and the Trustee may deem necessary or desirable, provided such amendment does not materially and adversely affect the legal rights under this Indenture of the holders of Convertible Notes; (b) providing for uncertificated Convertible Notes in addition to or in place of certificated Convertible Notes; (c) evidencing evidence the succession of another person Person to the Company Issuer and providing for the assumption by such successor of the covenants and obligations of the Company thereunder and Issuer in the Convertible Indenture and the Notes as permitted by in accordance with Section 5.017.1 of this First Supplemental Indenture; (b) to add to the covenants of the Issuer or any other obligor for the benefit of holders of the Notes or surrender any right or power under the Indenture conferred upon the Issuer; (c) to add any additional Events of Default for the benefit of the Holders of the Notes; (d) providing for conversion rights to secure the Notes or repurchase rights of holders of Convertible Notes in add guarantees with respect to the event of consolidation, merger, share exchange or sale of all or substantially all of the assets of the Company as required to comply with Sections 5.01 or 12.06Notes; (e) reducing the Conversion Price; (f) evidencing and providing for the acceptance of appointment under this Indenture of a successor Trustee; (g) making any changes that would provide the holders of the Convertible Notes with any additional rights to effect or benefits maintain, or that do not adversely affect the legal rights under this Indenture of any such holder; (h) to reopen this Indenture and issue Additional Convertible Notes in accordance with the provisions of Section 2.02; or (i) complying otherwise comply with the requirements of the Commission in order to effect or maintain connection with the qualification of the Indenture under the TIATrust Indenture Act; (f) to evidence and provide for the acceptance of appointment by a successor Trustee or to add or change any of the provisions of the Indenture as shall be necessary to provide for or facilitate the administration of the trusts by multiple Trustees or the removal of one or more of the Trustees; (g) to cure any ambiguity, to correct or supplement any provision of the Indenture which may be defective or inconsistent with any other provisions of the Indenture, or to make any other provisions with respect to matters or questions arising under the Indenture; provided that such action pursuant to this clause (g) shall not adversely affect the interests of Holders of the Notes in any material respect; (h) to conform the text of the Indenture or the terms of the Notes to the “Description of the Notes” in the Prospectus; or (i) to make any other change that does not adversely affect the interests of Holders of Notes in any material respect.

Without the Consent of Holders. The Notwithstanding anything to the contrary in Section 8.02, the Company and the Trustee may amend or supplement this Indenture or the Convertible Notes without notice to or the consent of any holder of a Convertible Note for the purposes ofHolder to: (aA) curing cure any ambiguity or correcting correct any omission, defect or supplementing any defective or inconsistent provision contained inconsistency in this Indenture or making any other changes in the provisions of this Indenture which the Company and the Trustee may deem necessary or desirable, provided such amendment does not materially and adversely affect the legal rights under this Indenture of the holders of Convertible Notes; (bB) providing for uncertificated Convertible Notes in addition add guarantees with respect to the Company’s obligations under this Indenture or in place of certificated Convertible the Notes; (cC) evidencing secure the succession of another person Notes; (D) add to the Company and providing Company’s covenants or Events of Default for the benefit of the Holders or surrender any right or power conferred on the Company; (E) provide for the assumption by such successor of the covenants Company’s obligations under this Indenture and obligations of the Company thereunder Notes pursuant to, and in the Convertible Notes as permitted by Section 5.01compliance with, Article 6; (dF) providing for conversion rights or repurchase rights of holders of Convertible Notes enter into supplemental indentures pursuant to, and in accordance with, Section 5.09 in connection with a Common Stock Change Event, including, a Fundamental Change described in the event of consolidation, merger, share exchange or sale of all or substantially all third sentence of the assets of the Company as required to comply with Sections 5.01 or 12.06definition thereof; (eG) reducing the Conversion Priceirrevocably elect or eliminate any Settlement Method or Specified Dollar Amount or range of Specified Dollar Amounts; provided, however, that no such election or elimination will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to Section 5.03(A); (fH) evidencing and providing evidence or provide for the acceptance of appointment the appointment, under this Indenture Indenture, of a successor Trustee, Registrar, Paying Agent, Bid Solicitation Agent or Conversion Agent or facilitate the administration of the trusts under this Indenture by more than one Trustee; (gI) making provide for or confirm the issuance of additional Notes pursuant to Section 2.03(B); (J) increase the Conversion Rate as provided in this Indenture; (K) comply with any changes that would provide the holders requirement of the Convertible Notes SEC in connection with any additional rights qualification of this Indenture or benefits or any supplemental indenture under the Trust Indenture Act, as then in effect; (L) comply with the rules of the securities depositary for the Notes in a manner that do does not adversely affect the legal rights of any Holder; (M) to provide for any transfer restrictions that apply to any Notes issued under this Indenture that, at the time of any such holder; (h) to reopen this Indenture and issue Additional Convertible Notes their original issuance, constitute “restricted securities” within the meaning of Rule 144 under the Securities Act or that are issued in accordance with reliance upon Regulation S under the provisions of Section 2.02Securities Act; or (iN) complying with make any other change to this Indenture or the requirements Notes that does not adversely affect the rights of the Commission Holders, as such, in order any material respect (other than Holders that have consented to effect such change), as determined by the Company in good faith and a commercially reasonable manner. At the written request of any Holder of a Note or maintain owner of a beneficial interest in a Global Note, the qualification Company will provide a copy of the Indenture under “Description of the TIANotes” section and pricing term sheet referred to in Section 8.01(I).

Without the Consent of Holders. The Company and the Trustee may amend this Indenture or the Convertible Notes Securities or enter into one or more indentures supplement hereto without notice to or the consent of any holder of a Convertible Note Security for any series for the purposes of: (a) curing any ambiguity or correcting or supplementing any defective or inconsistent provision contained in this Indenture or making any other changes in the provisions of this Indenture which the Company and the Trustee may deem necessary or desirable, desirable provided such amendment does not materially and adversely affect the legal rights under this the Indenture of the holders of Convertible NotesSecurities; (b) providing for uncertificated Convertible Notes in addition to or in place of certificated Convertible Notes; (c) evidencing the succession of another person Person to the Company and providing for the assumption by such successor of the covenants and obligations of the Company thereunder and in the Convertible Notes Securities of any series as permitted by Section 5.01; (dc) providing to add any additional Events of Default for conversion rights or repurchase rights the benefit of the holders of Convertible Notes in the event of consolidation, merger, share exchange or sale of all or substantially any series of Securities (and if such additional Events of Default are to be for the benefit of less than all series of Securities, stating that such additional Events of Default are expressly being included solely for the benefit of such series); (d) to add to or change any of the assets provisions of this Indenture to such extent as shall be necessary to permit or facilitate the Company issuance of Securities in bearer form, registrable or not registrable as required to comply principal, and with Sections 5.01 or 12.06without interest coupons, or to permit or facilitate the issuance of Securities in uncertificated form; (e) reducing to add to, change or eliminate any of the Conversion Priceprovisions of this Indenture in respect of one or more series of Securities, provided that any such addition, change or elimination (A) shall neither (i) apply to any Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor (ii) modify the rights of the Holder of any such Security with respect to such provision or (B) shall become effective only when there is no such Security Outstanding; (f) evidencing and providing for to secure the acceptance of appointment under this Indenture of a successor TrusteeSecurities; (g) making any changes that would provide to establish the holders form or terms of the Convertible Notes with any additional rights or benefits or that do not adversely affect the legal rights under this Indenture Securities of any such holderseries as permitted by Sections 2.01 and 2.02; (h) to reopen this Indenture evidence and issue Additional Convertible Notes in accordance provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 2.027.08; (i) to make provision with respect to the conversion rights of Holders pursuant to the requirements of Article XII, including providing for the conversion of the securities into any security (other than the Common Stock of the Company) or property of the Company; or (ij) complying with the requirements to supplement any of the Commission in order to effect or maintain the qualification provisions of the Indenture under to such extent as shall be necessary to permit or facilitate the TIAdefeasance and discharge of any series of Securities pursuant to Articles VIII and XIV, provided that any such action shall not adversely affect the interests of the Holders of Securities of such series or any other series of Securities in any material respect.

Without the Consent of Holders. The Company and the Trustee may amend this Indenture or the Convertible Subordinated Notes without notice to or the consent of any holder of a Convertible Subordinated Note for the purposes of: (a) curing any ambiguity or correcting or supplementing any defective or inconsistent provision contained in this Indenture or making any other changes in the provisions of this Indenture which the Company and the Trustee may deem necessary or desirable, provided such amendment does not materially and adversely affect the legal rights under this Indenture of the holders of Convertible Subordinated Notes; (b) providing for uncertificated Convertible Subordinated Notes in addition to or in place of certificated Convertible Subordinated Notes; (c) evidencing the succession of another person to the Company and providing for the assumption by such successor of the covenants and obligations of the Company thereunder and in the Convertible Subordinated Notes as permitted by Section 5.01; (d) providing for conversion rights or repurchase rights of holders of Convertible Subordinated Notes in the event of consolidation, merger, share exchange or sale of all or substantially all of the assets of the Company as required to comply with Sections 5.01 or 12.06; (e) reducing the Conversion Price; (f) evidencing and providing for the acceptance of appointment under this Indenture of a successor Trustee; (g) making any changes that would provide the holders of the Convertible Subordinated Notes with any additional rights or benefits or that do not adversely affect the legal rights under this Indenture of any such holder; (h) to reopen this Indenture and issue Additional Convertible Notes in accordance with the provisions of Section 2.02; or (ih) complying with the requirements of the Commission in order to effect or maintain the qualification of the Indenture under the TIA.

Without the Consent of Holders. The Notwithstanding anything to the contrary in Section 8.02, the Company and the Trustee may amend this or supplement the Indenture or the Convertible Notes without notice to or the consent of any holder of a Convertible Note for the purposes ofHolder to: (aA) curing cure any ambiguity or correcting correct any omission, defect or supplementing any defective or inconsistent provision contained inconsistency in this the Indenture or making any other changes in the provisions of this Indenture which the Company and the Trustee may deem necessary or desirable, provided such amendment does not materially and adversely affect the legal rights under this Indenture of the holders of Convertible Notes; (bB) providing for uncertificated Convertible Notes in addition add guarantees with respect to the Company’s obligations under the Indenture or in place of certificated Convertible the Notes; (cC) evidencing secure the succession of another person Notes; (D) add to the Company and providing Company’s covenants or Events of Default for the benefit of the Holders or surrender any right or power conferred on the Company; (E) provide for the assumption by such successor of the covenants Company’s obligations under the Indenture and obligations of the Company thereunder Notes pursuant to, and in the Convertible Notes as permitted by Section 5.01compliance with, Article 6; (dF) providing for conversion rights or repurchase rights of holders of Convertible Notes enter into supplemental indentures pursuant to, and in the event of consolidationaccordance with, merger, share exchange or sale of all or substantially all of the assets of the Company as required to comply Section 5.08 in connection with Sections 5.01 or 12.06a Common Stock Change Event; (eG) reducing the Conversion Price; (f) evidencing and providing evidence or provide for the acceptance of appointment the appointment, under this Indenture the Indenture, of a successor Trustee; (gH) making any changes that would provide conform the holders provisions of the Convertible Indenture and the Notes with any additional rights or benefits or that do not adversely affect to the legal rights under this Indenture “Description of any such holderNotes” section of the Company’s preliminary prospectus supplement, dated June 24, 2020 as supplemented by the related pricing term sheet, dated June 25, 2020; (hI) provide for or confirm the issuance of additional Notes pursuant to reopen this Section 2.03(B); (J) increase the conversion rate as provided in the indenture; (K) comply with any requirement of the SEC in connection with any qualification of the Indenture and issue Additional Convertible Notes or any supplemental indenture thereto, under the Trust Indenture Act, as then in accordance with the provisions of Section 2.02effect; or (iL) complying with make any other change to the requirements Indenture or the forms or terms of the Commission Notes; provided that no such change, individually or in order to effect or maintain the qualification aggregate with all other such changes, adversely affect the rights of the Indenture under Holders. At the TIAwritten request of any Holder of a Note or owner of a beneficial interest in a Global Note, the Company will provide a copy of the “Description of Notes” section and pricing term sheet referred to in Section 8.01(H).

Without the Consent of Holders. The Notwithstanding anything to the contrary in Section 8.02, the Company and the Trustee may amend or supplement this Indenture or the Convertible Notes without notice to or the consent of any holder of a Convertible Note for the purposes ofHolder to: (aA) curing cure any ambiguity or correcting correct any omission, defect or supplementing any defective or inconsistent provision contained inconsistency in this Indenture or making any other changes in the provisions of this Indenture which the Company and the Trustee may deem necessary or desirable, provided such amendment does not materially and adversely affect the legal rights under this Indenture of the holders of Convertible Notes; (bB) providing for uncertificated Convertible Notes in addition add guarantees with respect to the Company’s obligations under this Indenture or in place of certificated Convertible the Notes; (cC) evidencing secure the succession of another person Notes; (D) add to the Company and providing Company’s covenants or Events of Default for the benefit of the Holders or surrender any right or power conferred on the Company; (E) provide for the assumption by such successor of the covenants Company’s obligations under this Indenture and obligations of the Company thereunder Notes pursuant to, and in the Convertible Notes as permitted by Section 5.01compliance with, Article 6; (dF) providing for conversion rights or repurchase rights of holders of Convertible Notes enter into supplemental indentures pursuant to, and in the event of consolidationaccordance with, merger, share exchange or sale of all or substantially all of the assets of the Company as required to comply Section 5.09 in connection with Sections 5.01 or 12.06a Common Stock Change Event; (eG) reducing the Conversion Priceirrevocably elect or eliminate any Settlement Method or Specified Dollar Amount; provided, however, that no such election or elimination will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to Section 5.03(A); (fH) evidencing and providing evidence or provide for the acceptance of appointment the appointment, under this Indenture Indenture, of a successor Trustee; (gI) making any changes that would provide conform the holders provisions of this Indenture and the Notes to the “Description of Notes” section of the Convertible Company’s preliminary offering memorandum, dated May 17, 2021, as supplemented by the related pricing term sheet, dated May 18, 2021; (J) provide for or confirm the issuance of additional Notes pursuant to Section 2.03(B); (K) comply with any additional rights requirement of the SEC in connection with any qualification of this Indenture or benefits any supplemental indenture under the Trust Indenture Act, as then in effect; or (L) make any other change to this Indenture or the Notes that do does not adversely affect the legal rights under this Indenture of the Holders, as such, in any material respect, as determined by the Company in good faith. At the written request of any such holder; (h) to reopen this Indenture and issue Additional Convertible Notes Holder of a Note or owner of a beneficial interest in accordance with a Global Note, the provisions of Section 2.02; or (i) complying with the requirements Company will provide a copy of the Commission “Description of Notes” section and pricing term sheet referred to in order to effect or maintain the qualification of the Indenture under the TIASection 8.01(I).

Without the Consent of Holders. The Notwithstanding Section 9.02 of this Indenture, the Company and the Trustee may amend or supplement this Indenture or the Convertible Notes without notice to or the consent of any holder Holder of a Convertible Note for the purposes ofNote: (a) curing to cure any ambiguity ambiguity, defect or correcting or supplementing any defective or inconsistent provision contained in this Indenture or making any other changes in the provisions of this Indenture which the Company and the Trustee may deem necessary or desirable, provided such amendment does not materially and adversely affect the legal rights under this Indenture of the holders of Convertible Notesinconsistency; (b) providing to provide for uncertificated Convertible Notes in addition to or in place of certificated Convertible Notes; (c) evidencing to provide for the succession assumption of another person the Company’s or any Guarantor’s obligations to the Holders of the Notes by a successor to the Company and providing for the assumption by such successor of the covenants and obligations of the Company thereunder and in the Convertible Notes as permitted by Section 5.01pursuant to Article 6; (d) providing for conversion rights or repurchase rights of holders of Convertible Notes in the event of consolidation, merger, share exchange or sale of all or substantially all of the assets of the Company as required to comply with Sections 5.01 or 12.06; (e) reducing the Conversion Price; (f) evidencing and providing for the acceptance of appointment under this Indenture of a successor Trustee; (g) making make any changes change that would provide the holders of the Convertible Notes with any additional rights or benefits to the Holders of the Notes or that do does not adversely affect the legal rights under this Indenture hereunder of any such holderHolder; (he) to reopen this Indenture and issue Additional Convertible Notes in accordance comply with the provisions of Section 2.02; or (i) complying with the requirements of the Commission in order to effect or maintain the qualification of the this Indenture under the TIATrust Indenture Act; (f) to add a Guarantor pursuant to Section 10.02; (g) to evidence and provide the acceptance of the appointment of a successor Trustee pursuant to Sections 610 and 611 of the Base Indenture; (h) to conform the text of this Indenture, the Subsidiary Guarantee or the Notes to any provision of the “Description of Notes” contained in the final offering document relating to the original offering of the Notes, to the extent that such provision was intended to be a verbatim recitation of a provision of this Indenture, the Subsidiary Guarantees or the Notes; (i) to provide for the issuance of Additional Notes and related Guarantees in accordance with the limitations in this Indenture; and (j) to comply with the rules of any applicable securities Depositary. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 603 of the Base Indenture, the Trustee shall join with the Company in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. After an amendment or supplement under this Section becomes effective, the Company shall mail to the Holders a notice briefly describing the amendment or supplement. Any failure of the Company to mail such notice to all Holders, or any defect therein, shall not, however, in any way impair or affect the validity of such amended or supplemental indenture.

Without the Consent of Holders. The Notwithstanding anything to the contrary in Section 8.02, the Company and the Trustee may amend or supplement this Indenture or the Convertible Notes without notice to or the consent of any holder of a Convertible Note for the purposes ofHolder to: (aA) curing cure any ambiguity or correcting correct any omission, defect or supplementing any defective or inconsistent provision contained inconsistency in this Indenture or making any other changes in the provisions of this Indenture which the Company and the Trustee may deem necessary or desirable, provided such amendment does not materially and adversely affect the legal rights under this Indenture of the holders of Convertible Notes; (bB) providing for uncertificated Convertible Notes in addition add guarantees with respect to the Company’s obligations under this Indenture or in place of certificated Convertible the Notes; (cC) evidencing secure the succession of another person Notes; (D) add to the Company and providing Company’s covenants or Events of Default for the benefit of the Holders or surrender any right or power conferred on the Company; (E) provide for the assumption by such successor of the covenants Company’s obligations under this Indenture and obligations of the Company thereunder Notes pursuant to, and in the Convertible Notes as permitted by Section 5.01compliance with, Article 6; (dF) providing for conversion rights or repurchase rights of holders of Convertible Notes enter into supplemental indentures pursuant to, and in the event of consolidationaccordance with, merger, share exchange or sale of all or substantially all of the assets of the Company as required to comply Section 5.09 in connection with Sections 5.01 or 12.06a Common Stock Change Event; (eG) reducing the Conversion Priceirrevocably elect or eliminate any Settlement Method or Specified Dollar Amount; provided, however, that no such election or elimination will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to Section 5.03(A); (fH) evidencing and providing evidence or provide for the acceptance of appointment the appointment, under this Indenture Indenture, of a successor Trustee; (gI) making any changes that would provide the holders of the Convertible Notes with any additional rights or benefits or that do not adversely affect the legal rights under this Indenture of any such holder[Reserved]; (hJ) provide for or confirm the issuance of additional Notes pursuant to reopen Section 2.03(B); (K) comply with any requirement of the SEC in connection with any qualification of this Indenture and issue Additional Convertible Notes or any supplemental indenture under the Trust Indenture Act, as then in accordance with the provisions of Section 2.02effect; or (iL) complying make any other change to this Indenture or the Notes that does not, individually or in the aggregate with all other such changes, adversely affect the requirements rights of the Commission Holders, as such, in order to effect or maintain the qualification of the Indenture under the TIAany material respect.

Without the Consent of Holders. The Company and the Trustee may amend this Indenture or the Convertible Notes without notice to or the consent of any holder of a Convertible Note for the purposes of: (a) curing any ambiguity or omission or correcting or supplementing any defective or inconsistent provision contained in this Indenture or making any other changes in the provisions of this Indenture which the Company and the Trustee may deem necessary or desirable, provided such amendment does not materially and adversely affect the legal rights under this Indenture of the holders of Convertible Notes; (b) providing for uncertificated Convertible Notes in addition to or in place of certificated Convertible NotesNotes (so long as any uncertificated Convertible Notes are in registered form for purposes of the Internal Revenue Code of 1986, as amended); (c) evidencing the succession of another person Person to the Company and providing for the assumption by such successor of the covenants and obligations of the Company thereunder and in the Convertible Notes as permitted by Section 5.01; (d) providing for conversion rights or repurchase rights of holders of Convertible Notes in the event of consolidation, merger, share exchange or sale of all or substantially all of the assets of the Company as required to comply with Sections 5.01 or 12.06; (e) subject to Nasdaq shareholder approval rules, reducing the Conversion Price, provided that the reduction will not adversely affect the interests of the holders of the Convertible Notes; (f) evidencing and providing for the acceptance of appointment under this Indenture of a successor Trustee; (g) making any changes that would provide the holders of the Convertible Notes with any additional rights or benefits or that do not adversely affect the legal rights under this Indenture of any such holder; (h) to reopen this Indenture and issue Additional Convertible Notes in accordance with the provisions of Section 2.02; or (i) complying with the requirements of the Commission in order to effect or maintain the qualification of the this Indenture under the TIA; or (i) adding to the Company covenants or obligations under this Indenture or surrendering any Company right, power or option conferred by this Indenture.

Without the Consent of Holders. The Notwithstanding anything to the contrary in Section 8.02, the Company and the Trustee may amend or supplement this Indenture or the Convertible Notes without notice to or the consent of any holder of a Convertible Note for the purposes ofHolder to: (aA) curing cure any ambiguity or correcting correct any omission, defect or supplementing any defective or inconsistent provision contained inconsistency in this Indenture or making the Notes; (B) add guarantees with respect to the Company’s obligations under this Indenture or the Notes; (C) secure the Notes; (D) add to the Company’s covenants or Events of Default for the benefit of the Holders or surrender any other changes right or power conferred on the Company; (E) provide for the assumption of the Company’s obligations under this Indenture and the Notes pursuant to, and in compliance with, Article 6; (F) enter into supplemental indentures pursuant to, and in accordance with, Section 5.09 in connection with a Common Share Change Event; (G) irrevocably elect or eliminate any Settlement Method or Specified Dollar Amount; provided, however, that no such election or elimination will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to Section 5.03(A); (H) evidence or provide for the acceptance of the appointment, under this Indenture, of a successor Trustee, Registrar, Paying Agent, Bid Solicitation Agent or Conversion Agent or facilitate the administration of the trusts under this Indenture by more than one trustee; (I) conform the provisions of this Indenture which the Company and the Trustee may deem necessary or desirable, provided such amendment does not materially and adversely affect Notes to the legal rights under this Indenture “Description of notes” section of the holders of Convertible NotesCompany’s offering memorandum, dated March 16, 2021; (bJ) providing for uncertificated Convertible Notes increase the Conversion Rate as provided in addition to or in place of certificated Convertible Notesthis Indenture; (cK) evidencing provide for or confirm the succession issuance of another person additional Notes pursuant to the Company and providing for the assumption by such successor of the covenants and obligations of the Company thereunder and in the Convertible Notes as permitted by Section 5.012.03(B); (dL) providing for conversion rights or repurchase rights of holders of Convertible Notes in the event of consolidation, merger, share exchange or sale of all or substantially all comply with any requirement of the assets SEC in connection with any qualification of this Indenture or any supplemental indenture under the Company Trust Indenture Act, as required to comply with Sections 5.01 or 12.06then in effect; (eM) reducing comply with the Conversion Price; (f) evidencing and providing rules of the securities depository for the acceptance of appointment under this Indenture of Notes in a successor Trustee; (g) making any changes manner that would provide the holders of the Convertible Notes with any additional rights or benefits or that do does not adversely affect the legal rights under this Indenture of any such holder; (h) to reopen this Indenture and issue Additional Convertible Notes in accordance with the provisions of Section 2.02Holder; or (iN) complying make any other change to this Indenture or the Notes that does not, individually or in the aggregate with all other such changes, adversely affect the requirements rights of the Commission Holders, as such, in order to effect any material respect. At the written request of any Holder of a Note or maintain owner of a beneficial interest in a Global Note, the qualification Company will provide a copy of the Indenture under the TIA“Description of notes” section referred to in Section 8.01(I).

Without the Consent of Holders. The Notwithstanding anything to the contrary in Section 8.02, the Company and the Trustee may amend or supplement the Indenture Documents without the consent of any Holder to: (A) cure any ambiguity or correct any omission, defect or inconsistency in any Indenture Document; (B) add guarantees or security with respect to the Company’s obligations under this Indenture or the Convertible Notes, including for greater certainty, to allow any additional Guarantor to execute a supplemental indenture, a joinder to any Notes without notice Security Document and/or a Guarantee with respect to or the consent of any holder of a Convertible Note for the purposes of: (a) curing any ambiguity or correcting or supplementing any defective or inconsistent provision contained in this Indenture or making any other changes in the provisions of this Indenture which the Company and the Trustee may deem necessary or desirable, provided such amendment does not materially and adversely affect the legal rights under this Indenture of the holders of Convertible Notes; (bC) providing for uncertificated Convertible Notes in addition to or in place of certificated Convertible Notes[Reserved]; (cD) evidencing the succession of another person add to the Company and providing Company’s covenants or Events of Default for the benefit of the Holders or surrender any right or power conferred on the Company; (E) provide for the assumption by such successor of the covenants Company’s or any Guarantor’s obligations under this Indenture, the Notes and obligations of the Company thereunder Notes Security Document, as applicable, pursuant to, and in the Convertible Notes as permitted by Section 5.01compliance with, Article 6; (dF) providing for conversion rights or repurchase rights of holders of Convertible Notes enter into supplemental indentures pursuant to, and in the event of consolidationaccordance with, merger, share exchange or sale of all or substantially all of the assets of the Company as required to comply Section 5.09 in connection with Sections 5.01 or 12.06an Ordinary Share Change Event; (eG) reducing irrevocably elect or eliminate any Settlement Method or Specified Dollar Amount; provided, however, that no such election or elimination will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to Section 5.03(A); (H) adjust the Conversion Rate or the Conversion Price (including the establishment of the Conversion Rate or the Conversion Price) in accordance with, and subject to the terms of, this Indenture; (fI) evidencing and providing evidence or provide for the acceptance of appointment the appointment, under this Indenture Indenture, of a successor Trustee or Collateral Trustee; (gJ) making [Reserved]; (K) comply with the rules of any changes applicable Depositary in a manner that would provide the holders of the Convertible Notes with any additional rights or benefits or that do does not adversely affect the legal rights under this Indenture of any such holderthe Holders; (hL) to reopen comply with any requirement of the SEC in connection with any qualification of this Indenture and issue Additional Convertible Notes or any supplemental indenture under the Trust Indenture Act, as then in accordance effect; (M) make any other change to the Indenture Documents that does not, individually or in the aggregate with all other such changes, adversely affect the provisions rights of Section 2.02the Holders, as such, in any material respect; or (iN) complying with effect, confirm and evidence the requirements release, termination or discharge or any guarantee of or Lien securing the Commission in order to effect Notes when such release, termination or maintain the qualification of discharge is permitted by the Indenture under the TIADocuments.

Without the Consent of Holders. The Notwithstanding anything to the contrary in Section 8.02, the Company and the Trustee may amend or supplement this Indenture or the Convertible Notes without notice to or the consent of any holder of a Convertible Note for the purposes ofHolder to: (aA) curing cure any ambiguity or correcting correct any omission, defect or supplementing any defective or inconsistent provision contained inconsistency in this Indenture or making any other changes in the provisions of this Indenture which the Company and the Trustee may deem necessary or desirable, provided such amendment does not materially and adversely affect the legal rights under this Indenture of the holders of Convertible Notes; (bB) providing for uncertificated Convertible Notes in addition add guarantees with respect to the Company’s obligations under this Indenture or in place of certificated Convertible the Notes; (cC) evidencing secure the succession Notes and to provide for the appointment of another person a Collateral Agent; (D) add to the Company and providing Company’s covenants or Events of Default for the benefit of the Holders or surrender any right or power conferred on the Company; (E) provide for the assumption by such successor of the covenants Company’s obligations under this Indenture and obligations of the Company thereunder Notes pursuant to, and in the Convertible Notes as permitted by Section 5.01compliance with, Article 6; (dF) providing for conversion rights or repurchase rights of holders of Convertible Notes enter into supplemental indentures pursuant to, and in the event of consolidationaccordance with, merger, share exchange or sale of all or substantially all of the assets of the Company as required to comply Section 5.09 in connection with Sections 5.01 or 12.06a Common Stock Change Event; (eG) reducing the Conversion Priceirrevocably elect or eliminate any Settlement Method or Specified Dollar Amount; provided, however, that no such election or elimination will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to Section 5.03(A); (fH) evidencing and providing evidence or provide for the acceptance of appointment the appointment, under this Indenture Indenture, of a successor Trustee; (gI) making comply with any changes that would provide the holders requirement of the Convertible Notes SEC in connection with any additional rights or benefits or that do not adversely affect the legal rights under qualification of this Indenture of or any such holder; (h) to reopen this supplemental indenture under the Trust Indenture and issue Additional Convertible Notes Act, as then in accordance with the provisions of Section 2.02effect; or (iJ) complying make any other change to this Indenture or the Notes that does not, individually or in the aggregate with all other such changes, adversely affect the requirements rights of the Commission Holders, as such, in order to effect or maintain the qualification of the Indenture under the TIAany material respect.

Without the Consent of Holders. The Notwithstanding anything to the contrary in Section 8.02, the Company and the Trustee may amend or supplement this Indenture or the Convertible Notes without notice to or the consent of any holder of a Convertible Note for the purposes ofHolder to: (aA) curing cure any ambiguity or correcting correct any omission, defect or supplementing any defective or inconsistent provision contained inconsistency in this Indenture or making any other changes in the provisions of this Indenture which the Company and the Trustee may deem necessary or desirable, provided such amendment does not materially and adversely affect the legal rights under this Indenture of the holders of Convertible Notes; (bB) providing for uncertificated Convertible Notes in addition add guarantees with respect to the Company’s obligations under this Indenture or in place of certificated Convertible the Notes; (cC) evidencing secure the succession of another person Notes; (D) add to the Company and providing Company’s covenants or Events of Default for the benefit of the Holders or surrender any right or power conferred on the Company; (E) provide for the assumption by such successor of the covenants Company’s obligations under this Indenture and obligations of the Company thereunder Notes pursuant to, and in the Convertible Notes as permitted by Section 5.01compliance with, Article 6; (dF) providing for conversion rights or repurchase rights of holders of Convertible Notes enter into supplemental indentures pursuant to, and in the event of consolidationaccordance with, merger, share exchange or sale of all or substantially all of the assets of the Company as required to comply Section 5.08 in connection with Sections 5.01 or 12.06a Common Stock Change Event; (eG) reducing the Conversion Price; (f) evidencing and providing evidence or provide for the acceptance of appointment the appointment, under this Indenture Indenture, of a successor Trustee; (gH) making any changes that would provide conform the holders provisions of this Indenture and the Notes to the “Description of Notes” section of the Convertible Notes with any additional rights or benefits or that do not adversely affect Company’s preliminary offering memorandum, dated November 18, 2019, as supplemented by the legal rights under this Indenture of any such holderrelated pricing term sheet, dated November 19, 2019; (hI) provide for or confirm the issuance of additional Notes pursuant to reopen Section 2.03(B); (J) comply with any requirement of the SEC in connection with any qualification of this Indenture and issue Additional Convertible Notes or any supplemental indenture under the Trust Indenture Act, as then in accordance with the provisions of Section 2.02effect; or (iK) complying make any other change to this Indenture or the Notes that does not, individually or in the aggregate with all other such changes, adversely affect the requirements rights of the Commission Holders, as such, in order to effect any material respect, as determined by the Company in good faith. At the written request of any Holder of a Note or maintain owner of a beneficial interest in a Global Note, the qualification Company will provide a copy of the Indenture under the TIA“Description of Notes” section and pricing term sheet referred to in (H).

Without the Consent of Holders. The Notwithstanding Section 9.02 of this Indenture, the Company and the Trustee may amend or supplement this Indenture or the Convertible Notes without notice to or the consent of any holder Holder of a Convertible Note for the purposes ofNote: (a) curing to cure any ambiguity ambiguity, defect or correcting or supplementing any defective or inconsistent provision contained in this Indenture or making any other changes in the provisions of this Indenture which the Company and the Trustee may deem necessary or desirable, provided such amendment does not materially and adversely affect the legal rights under this Indenture of the holders of Convertible Notesinconsistency; (b) providing to provide for uncertificated Convertible Notes in addition to or in place of certificated Convertible Notes; (c) evidencing to provide for the succession assumption of another person the Company’s or any Guarantor’s obligations to the Holders of the Notes by a successor to the Company and providing for the assumption pursuant to Article 5 or by such a successor of the covenants and obligations of the Company thereunder and in the Convertible Notes as permitted by to a Guarantor pursuant to Section 5.0110.04; (d) providing for conversion rights or repurchase rights of holders of Convertible Notes in the event of consolidation, merger, share exchange or sale of all or substantially all of the assets of the Company as required to comply with Sections 5.01 or 12.06; (e) reducing the Conversion Price; (f) evidencing and providing for the acceptance of appointment under this Indenture of a successor Trustee; (g) making make any changes change that would provide the holders of the Convertible Notes with any additional rights or benefits to the Holders of the Notes or that do does not adversely affect the legal rights under this Indenture hereunder of any such holderHolder in any material respect; (he) to reopen this Indenture and issue Additional Convertible Notes in accordance comply with the provisions of Section 2.02; or (i) complying with the requirements of the Commission in order to effect or maintain the qualification of the this Indenture under the TIATrust Indenture Act; (f) to add a Guarantor; (g) to evidence and provide the acceptance of a successor Trustee; (h) to conform the text of this Indenture, the Subsidiary Guarantee or the Notes to any provision of the “Description of Notes” contained in the final offering document relating to the original offering of the Notes, to the extent that such provision was intended to be a verbatim recitation of a provision of this Indenture, the Subsidiary Guarantees or the Notes; (i) to provide for the issuance of Additional Notes and related Subsidiary Guarantees in accordance with the limitations in this Indenture; and (j) to comply with the rules of any applicable securities Depositary. Upon the request of the Company accompanied by a Board Resolution authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02, the Trustee shall join with the Company in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. After an amendment or supplement under this Section becomes effective, the Company shall mail to the Holders a notice briefly describing the amendment or supplement. Any failure of the Company to mail such notice to all Holders, or any defect therein, shall not, however, in any way impair or affect the validity of such amended or supplemental indenture.

Without the Consent of Holders. The Company and the Trustee may amend this Indenture or the Convertible Notes Debentures without notice to or the consent of any holder of a Convertible Note for the purposes ofHolder to: (a) curing cure any ambiguity or correcting omission or supplementing correct any inconsistent or otherwise defective or inconsistent provision contained in this Indenture or making any other changes in the provisions of this Indenture which the Company and the Trustee may deem necessary or desirableDebentures, provided so long as such amendment does action will not materially and adversely affect the legal rights under this Indenture interests of the holders of Convertible NotesHolders; (b) providing provide for the assumption by a surviving or successor corporation of the obligations of the Company under this Indenture or evidence and provide for the acceptance of appointment of a successor trustee pursuant to this Indenture; (c) provide for uncertificated Convertible Notes Debentures in addition to or in place of certificated Convertible Notes; (cDefinitive Securities; provided that the uncertificated Debentures are issued in registered form for purposes of Section 163(f) evidencing the succession of another person to the Company and providing for the assumption by such successor of the covenants and obligations Internal Revenue Code of 1986, as amended, or in a manner such that the uncertificated Debentures are described in Section 163(f)(2)(B) of the Company thereunder and in the Convertible Notes Internal Revenue Code of 1986, as permitted by Section 5.01amended; (d) providing for conversion rights or repurchase rights of holders of Convertible Notes in add guarantees with respect to the event of consolidation, merger, share exchange or sale of all or substantially all of the assets of the Company as required to comply with Sections 5.01 or 12.06Debentures; (e) reducing secure the Conversion PriceDebentures; (f) evidencing and providing add to the Company’s covenants for the acceptance benefit of appointment under this Indenture of a successor Trusteethe Holders or surrender any right or power conferred upon the Company; (g) making make any changes change that would provide the holders of the Convertible Notes with any additional rights or benefits or that do does not materially adversely affect the legal rights under this Indenture of any such holderHolder; (h) to reopen this Indenture and issue Additional Convertible Notes in accordance comply with the provisions of Section 2.02any clearing agency, clearing corporation or clearing system, including DTC, the Trustee or the Registrar with respect to the provisions of this Indenture or the Debentures relating to transfers and exchanges of Debentures; (i) comply with any requirements under the TIA; or (ij) complying with conform the requirements provisions of this Indenture and the Commission Debentures to the “Description of Debentures” section in order the Company’s offering memorandum dated December 15, 2009 relating to effect or maintain the qualification of the Indenture under the TIADebentures.

Without the Consent of Holders. The Company Issuer, the Mexican Trustee and the Trustee may amend this Indenture or the Convertible Notes without notice to or the consent of any holder of a Convertible Note for the purposes ofHolder to: (a) curing cure any ambiguity ambiguity, omission, defect or correcting or supplementing any defective or inconsistent provision contained inconsistency in this Indenture or making any other changes in the provisions of this Indenture which the Company and the Trustee may deem necessary or desirable, provided such amendment does not materially and adversely affect the legal rights under this Indenture of the holders of Convertible Notes; (b) providing provide for the assumption by a surviving or successor corporation of the obligations of the Issuer under the Indenture or evidence and provide for the acceptance of appointment of a successor Trustee pursuant to this Indenture; (c) provide for uncertificated Convertible Notes in addition to or in place of certificated Convertible Notes; Notes (cprovided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) evidencing the succession of another person to the Company and providing for the assumption by such successor of the covenants and obligations of the Company thereunder and in the Convertible Notes as permitted by Section 5.01Internal Revenue Code); (d) providing for conversion rights or repurchase rights of holders of Convertible Notes in add guarantees with respect to the event of consolidation, merger, share exchange or sale of all or substantially all of the assets of the Company as required to comply with Sections 5.01 or 12.06Notes; (e) reducing secure the Conversion PriceNotes; (f) evidencing and providing add to the Issuer’s covenants for the acceptance benefit of appointment under this Indenture of a successor Trusteethe Holders or surrender any right or power conferred upon the Issuer; (g) making make any changes change that would provide the holders of the Convertible Notes with any additional rights or benefits or that do does not materially adversely affect the legal rights of any Holder (for the avoidance of doubt, the issuance of additional Notes under this Indenture shall not be deemed to materially adversely affect the rights of any Holder; thus any such holder;additional issuance of Notes shall not require the consent of the Holders of the Notes); and (h) to reopen this Indenture and issue Additional Convertible Notes in accordance comply with the provisions of Section 2.02; or (i) complying any clearing agency, clearing corporation or clearing system, including DTC, the Trustee or the Registrar with respect to the requirements provisions of this Indenture or the Commission in order Notes relating to effect or maintain the qualification transfers and exchanges of the Indenture under the TIANotes.

Without the Consent of Holders. The Company Notwithstanding anything to the contrary in ‎Section 8.02, the Company, the Guarantors, the Trustee and the Trustee Collateral Agent may amend or supplement any Notes Documents without the consent of any Holder to: (A) cure any ambiguity or correct any omission, defect or inconsistency in this Indenture or the Convertible Notes without notice to or the consent of any holder of a Convertible Note for the purposes of: (a) curing any ambiguity or correcting or supplementing any defective or inconsistent provision contained in this Indenture or making any other changes in the provisions of this Indenture which the Company and the Trustee may deem necessary or desirable, provided such amendment does not materially and adversely affect the legal rights under this Indenture of the holders of Convertible Notes; (bB) providing for uncertificated Convertible add guarantees with respect to the Company’s obligations under this Indenture or the Notes, or to confirm and evidence the release, termination or discharge of any guarantee (including any Guarantee) with respect to the Notes in addition to when such release, termination or in place of certificated Convertible Notesdischarge is permitted under this Indenture or the other Notes Documents, as applicable; (cC) evidencing secure the succession Notes or any Guarantee, or to release Collateral from the Lien of another person this Indenture and the Collateral Documents when permitted or required by the Collateral Documents or this Indenture; (D) add to the Company and providing Company’s or any Guarantor’s covenants or Events of Default for the benefit of the Holders or surrender any right or power conferred on the Company; (E) provide for the assumption by such successor of the covenants and Company’s or any Guarantor’s obligations of under the Company thereunder Notes Documents pursuant to, and in the Convertible Notes compliance with, ‎Article 6 and Article 9, as permitted by Section 5.01applicable; (dF) providing for conversion rights or repurchase rights of holders of Convertible Notes enter into supplemental indentures pursuant to, and in the event of consolidationaccordance with, merger, share exchange or sale of all or substantially all of the assets of the Company as required to comply ‎Section 5.09 in connection with Sections 5.01 or 12.06a Common Stock Change Event; (eG) reducing the Conversion Price; (f) evidencing and providing evidence or provide for the acceptance of appointment the appointment, under this Indenture Indenture, of a successor TrusteeXxxxxxx; (gH) making any changes that would provide the holders of the Convertible Notes with any additional rights or benefits or that do not adversely affect the legal rights under this Indenture of any such holder[Reserved]; (hI) to reopen [Reserved]; (J) comply with any requirement of the SEC in connection with any qualification of this Indenture and issue Additional Convertible Notes or any supplemental indenture under the Trust Indenture Act, as then in accordance with the provisions of Section 2.02effect; or (iK) complying make any other change to any Notes Document that does not, individually or in the aggregate with all other such changes, adversely affect the requirements rights of the Commission Holders, as such, in order any material respect (other than Holders that have consented to effect or maintain the qualification of the Indenture under the TIAsuch change).

Without the Consent of Holders. The Company and the Trustee may amend this Indenture or the Convertible Notes without notice to or the consent of any holder of a Convertible Note for the purposes of: (a) curing any ambiguity or correcting or supplementing any defective or inconsistent provision contained in this Indenture or making any other changes in the provisions of this Indenture which the Company and the Trustee may deem necessary or desirable, provided such amendment does not materially and adversely affect the legal rights under this Indenture of the holders of Convertible Notes; (b) providing for uncertificated Convertible Notes in addition to or in place of certificated Convertible Notes or to provide for bearer Convertible Notes; (c) evidencing the succession of another person to the Company and providing for the assumption by such successor of the covenants and obligations of the Company thereunder and in the Convertible Notes as permitted by Section 5.01; (d) providing for conversion rights or repurchase rights of holders of Convertible Notes in the event of consolidation, merger, share exchange or sale of all or substantially all of the assets of the Company as required to comply with Sections 5.01 or 12.06; (e) reducing the Conversion Price; (f) evidencing and providing for the acceptance of appointment under this Indenture of a successor Trustee; (g) making any changes that would provide the holders of the Convertible Notes with any additional rights or benefits or that do not adversely affect the legal rights under this Indenture of any such holder; (h) to reopen this Indenture and issue Additional Convertible Notes in accordance with the provisions of Section 2.02; or (i) complying with the requirements of the Commission in order to effect or maintain the qualification of the this Indenture under the TIA; or (i) securing the Convertible Notes.

Without the Consent of Holders. The Notwithstanding anything to the contrary in Section 8.02, the Company and the Trustee may amend or supplement this Indenture or the Convertible Notes without notice to or the consent of any holder of a Convertible Note for the purposes ofHolder to: (aA) curing cure any ambiguity or correcting correct any omission, defect or supplementing any defective or inconsistent provision contained inconsistency in this Indenture or making any other changes in the provisions of this Indenture which the Company and the Trustee may deem necessary or desirable, provided such amendment does not materially and adversely affect the legal rights under this Indenture of the holders of Convertible Notes; (bB) providing for uncertificated Convertible Notes in addition add guarantees with respect to the Company’s obligations under this Indenture or in place of certificated Convertible the Notes; (cC) evidencing secure the succession of another person Notes; (D) add to the Company and providing Company’s covenants or Events of Default for the benefit of the Holders or surrender any right or power conferred on the Company; (E) provide for the assumption by such successor of the covenants Company’s obligations under this Indenture and obligations of the Company thereunder Notes pursuant to, and in the Convertible Notes as permitted by Section 5.01compliance with, Article 6; (dF) providing for conversion rights or repurchase rights of holders of Convertible Notes enter into supplemental indentures pursuant to, and in the event of consolidationaccordance with, merger, share exchange or sale of all or substantially all of the assets of the Company as required to comply Section 5.09 in connection with Sections 5.01 or 12.06an Ordinary Share Change Event; (eG) reducing the Conversion Priceirrevocably elect or eliminate any Settlement Method or Specified Dollar Amount; provided, however, that no such election or elimination will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to Section 5.03(A); (fH) evidencing adjust the Conversion Rate, the Conversion Price or the Make-Whole Table (including the establishment of the Initial Conversion Rate, the initial Conversion Price or the initial Make-Whole Table) in accordance with, and providing subject to the terms of, this Indenture; (I) evidence or provide for the acceptance of appointment the appointment, under this Indenture Indenture, of a successor Trustee; (gJ) making any changes that would provide conform the holders provisions of this Indenture and the Notes to the “Description of Notes” section of the Convertible Offering Memorandum; (K) provide for or confirm the issuance of additional Notes pursuant to Section 2.03(B); (L) comply with the rules of any additional rights or benefits or applicable Depositary in a manner that do does not adversely affect the legal rights under this Indenture of any such holderthe Holders; (hM) to reopen comply with any requirement of the SEC in connection with any qualification of this Indenture and issue Additional Convertible Notes or any supplemental indenture under the Trust Indenture Act, as then in accordance with the provisions of Section 2.02effect; or (iN) complying make any other change to this Indenture or the Notes that does not, individually or in the aggregate with all other such changes, adversely affect the requirements rights of the Commission Holders, as such, in order to effect or maintain the qualification of the Indenture under the TIAany material respect.

Without the Consent of Holders. The Company Company, the Guarantor and the Trustee may amend this Indenture or the Convertible Notes without notice to or the consent of any holder of a Convertible Note for the purposes of: (a) curing any ambiguity or correcting or supplementing any defective or inconsistent provision contained in this Indenture or making any other changes in the provisions of this Indenture which the Company Company, the Guarantor and the Trustee may deem necessary or desirable, desirable provided such amendment does not materially and adversely affect the legal rights under this the Indenture of the holders of Convertible Notes;. (b) providing for uncertificated Convertible Notes in addition to or in place of certificated Convertible Notes; (c) evidencing the succession of another person to the Company and providing for the assumption by such successor of the covenants and obligations of the Company thereunder hereunder and in the Convertible Notes as permitted by Section 5.015.1; (d) providing for conversion rights or and/or repurchase rights of holders of Convertible Notes in the event of consolidation, merger, share exchange or sale of all or substantially all of the assets of the Company as required to comply with Sections 5.01 or 12.065.1 and/or 11.6; (e) reducing the Conversion Price; (f) evidencing and providing for the acceptance of appointment under this Indenture of a successor Trustee; (g) making any changes that would provide the holders of the Convertible Notes with any additional rights or benefits or that do does not adversely affect the legal rights under this Indenture of any such holder; (h) to reopen this Indenture and issue Additional Convertible Notes in accordance with the provisions of Section 2.02; or (ih) complying with the requirements of the Commission in order to effect or maintain the qualification of the Indenture under the TIA.

Without the Consent of Holders. The Company and the Trustee may amend this Indenture or the Convertible Notes without notice to or (a) Without the consent of any holder of a Convertible Note for Holder, the purposes ofIssuer, the Trustee and (as applicable) any Subsidiary Guarantor may amend or supplement this Indenture (including the Subsidiary Guarantees) or any Security: (ai) curing to cure any ambiguity ambiguity, mistake, omission, defect or correcting or supplementing any defective or inconsistent provision contained in this Indenture or making any other changes in the provisions of this Indenture which the Company and the Trustee may deem necessary or desirable, provided such amendment does not materially and adversely affect the legal rights under this Indenture of the holders of Convertible Notesinconsistency; (bii) providing to provide for the assumption by a successor of the obligations of the Company or a Subsidiary Guarantor under this Indenture, any Security or any Subsidiary Guarantee; (iii) to provide for uncertificated Convertible Notes Securities in addition to or in place of certificated Convertible NotesSecurities; (civ) evidencing the succession of another person to add Guarantees with respect to the Company and providing for the assumption by such successor of the covenants and obligations of the Company thereunder and in the Convertible Notes as permitted by Section 5.01Securities; (dv) providing for conversion rights or repurchase rights of holders of Convertible Notes in to secure the event of consolidation, merger, share exchange or sale of all or substantially all of the assets of the Company as required to comply with Sections 5.01 or 12.06Securities and any Subsidiary Guarantee; (evi) reducing the Conversion Price; (f) evidencing and providing for the acceptance of appointment under this Indenture of to evidence a successor Trustee; (gvii) making to confirm and evidence the release, termination or discharge of any changes Subsidiary Guarantee or any Lien securing the Securities or any Subsidiary Guarantee when such release, termination or discharge is provided for under this Indenture or the Securities; (viii) to add to the covenants of the Issuer for the benefit of the Holders or to surrender any right or power conferred upon the Issuer or any Subsidiary Guarantor; (ix) to provide for or confirm the issuance of Additional Securities; (x) to conform the text of this Indenture, the Securities or any Subsidiary Guarantee to any provision of the Offering Memorandum contained under the heading “Description of Notes”; (xi) to make any change that would provide the holders of the Convertible Notes with any additional rights or benefits to the Holders or that do does not materially adversely affect the legal rights under this Indenture of any such holderHolder; (hxii) to reopen comply with any requirement of the SEC in connection with any qualification of this Indenture and issue Additional Convertible Notes in accordance with under the provisions of Section 2.02TIA or otherwise; or (ixiii) complying to comply with the requirements rules of the Commission in order to effect or maintain the qualification of the Indenture under the TIAany applicable depositary.

Without the Consent of Holders. The Company and the Trustee may amend this Indenture or the Convertible Subordinated Notes without notice to or the consent of any holder of a Convertible Subordinated Note for the purposes of: (a) curing any ambiguity or correcting or supplementing any defective or inconsistent provision contained in this Indenture Indenture, or making any other changes in the provisions of this Indenture which the Company and the Trustee may deem necessary or desirable, provided such amendment does desirable and which will not materially and adversely affect the legal rights under this the Indenture of the holders of Convertible Subordinated Notes;. (b) providing for uncertificated Convertible Subordinated Notes in addition to or in place of certificated Convertible Subordinated Notes; (c) evidencing the succession of another person to the Company and providing for the assumption by such successor of the covenants and obligations of the Company thereunder and in the Convertible Subordinated Notes as permitted by Section 5.01; (d) providing for conversion rights or and/or repurchase rights of holders of Convertible Subordinated Notes in the event of consolidation, merger, share exchange merger or sale of all or substantially all of the assets of the Company as required to comply with Sections 5.01 or and/or 12.06; (e) reducing the Conversion Price; (f) evidencing and providing for the acceptance of appointment under this Indenture of a successor Trustee; (g) making any changes that would provide or adding to the covenants of the Company for the benefit of the holders of the Convertible Notes with any additional rights or benefits or that do not adversely affect the legal rights under this Indenture of any such holder; (h) to reopen this Indenture and issue Additional Convertible Notes in accordance with the provisions of Section 2.02Subordinated Notes; or (ig) complying with the requirements of the Commission in order to effect or maintain the qualification of the Indenture under the TIA.

Without the Consent of Holders. This Section 7.1 supersedes and replaces Section 8.1 of the Base Indenture with respect to the Notes, and references to “Section 8.1” of the Base Indenture shall instead refer to this “Section 7.1” of this First Supplemental Indenture. The terms of the Notes or the terms of the Indenture with respect to the Notes may be amended, supplemented or otherwise modified by the Company and the Trustee may amend this Indenture or the Convertible Notes Trustees, at any time and from time to time, without notice to or the consent of any holder Holder of a Convertible Note Outstanding Notes for any of the purposes offollowing purposes: (a) curing any ambiguity or correcting or supplementing any defective or inconsistent provision contained in this Indenture or making any other changes in the provisions of this Indenture which the Company and the Trustee may deem necessary or desirable, provided such amendment does not materially and adversely affect the legal rights under this Indenture of the holders of Convertible Notes; (b) providing for uncertificated Convertible Notes in addition to or in place of certificated Convertible Notes; (c) evidencing evidence the succession of another person Person to the Company Company, or successive successions, and providing for the assumption by such successor of the covenants and obligations of the Company thereunder contained in the Notes and in the Convertible Notes as permitted by Indenture in accordance with Section 5.015.1 of this First Supplemental Indenture; (b) to secure the Notes; (c) to add to the covenants and agreements of the Company and to add Events of Default, in each case for the protection or benefit of the holders of Notes, or to surrender any right or power conferred upon the Company; (d) providing to evidence and provide for conversion rights the acceptance of appointment by a successor Trustee or repurchase rights of holders of Convertible Co-Trustee with respect to the Notes in the event of consolidation, merger, share exchange and to add to or sale of all or substantially all change any of the assets provisions of the Company Indenture as required to comply with Sections 5.01 shall be necessary for or 12.06facilitate the administration of the trusts under the Indenture by more than one Trustee or Co-Trustee; (e) reducing to cure any ambiguity or inconsistency or to correct or supplement any provision in the Conversion PriceIndenture or to conform the terms that are applicable to the Notes to the description of the terms of such Notes in the “Description of the Notes” section of the Company’s prospectus supplement dated December 10, 2020; (f) evidencing and providing for the acceptance of appointment under this Indenture of a successor Trustee; (g) making any changes that would provide the holders of the Convertible Notes to comply with any additional rights or benefits or that do not adversely affect the legal rights under this Indenture of any such holder; (h) to reopen this Indenture and issue Additional Convertible Notes in accordance with the provisions of Section 2.02; or (i) complying with the requirements of the Commission SEC in order to effect or maintain connection with maintaining the qualification of the Indenture under the TIATrust Indenture Act; (g) to add guarantors or co-obligors with respect to the Notes or to release guarantors from their guarantees of the Notes, in accordance with the terms of the Notes; (h) to make any change in the Notes that does not adversely affect in any material respect the rights of the Holders of the Notes; (i) to provide for uncertificated securities in addition to certificated securities; or (j) to supplement any of the provisions of the Indenture to the extent as shall be necessary to permit or facilitate the defeasance or discharge of the Notes; provided that any such action shall not adversely affect the interests of the Holders of the Notes in any material respect.

Without the Consent of Holders. The Notwithstanding Section 9.02 of this Indenture, the Company and the Trustee may amend or supplement this Indenture or the Convertible Notes without notice to or the consent of any holder Holder of a Convertible Note for the purposes ofNote: (a) curing to cure any ambiguity ambiguity, defect or correcting or supplementing any defective or inconsistent provision contained in this Indenture or making any other changes in the provisions of this Indenture which the Company and the Trustee may deem necessary or desirable, provided such amendment does not materially and adversely affect the legal rights under this Indenture of the holders of Convertible Notesinconsistency; (b) providing to provide for uncertificated Convertible Notes in addition to or in place of certificated Convertible Notes; (c) evidencing to provide for the succession assumption of another person the Company’s or any Guarantor’s obligations to the Holders of the Notes by a successor to the Company and providing for the assumption by such successor of the covenants and obligations of the Company thereunder and in the Convertible Notes as permitted by Section 5.01pursuant to Article 5; (d) providing for conversion rights or repurchase rights of holders of Convertible Notes in the event of consolidation, merger, share exchange or sale of all or substantially all of the assets of the Company as required to comply with Sections 5.01 or 12.06; (e) reducing the Conversion Price; (f) evidencing and providing for the acceptance of appointment under this Indenture of a successor Trustee; (g) making make any changes change that would provide the holders of the Convertible Notes with any additional rights or benefits to the Holders of the Notes or that do does not adversely affect the legal rights under this Indenture hereunder of any such holderHolder; (he) to reopen this Indenture and issue Additional Convertible Notes in accordance comply with the provisions of Section 2.02; or (i) complying with the requirements of the Commission in order to effect or maintain the qualification of the this Indenture under the TIATrust Indenture Act; (f) to add a Guarantor pursuant to Section 10.02; (g) to evidence and provide the acceptance of the appointment of a successor Trustee pursuant to Section 7.08; (h) to conform the text of this Indenture, the Subsidiary Guarantee or the Notes to any provision of the “Description of Notes” contained in the final offering document relating to the original offering of the Notes, to the extent that such provision was intended to be a verbatim recitation of a provision of this Indenture, the Subsidiary Guarantees or the Notes; (i) to provide for the issuance of additional Notes and related Guarantees in accordance with the limitations in this Indenture; and (j) to comply with the rules of any applicable securities Depositary. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02, the Trustee shall join with the Company in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. After an amendment or supplement under this Section becomes effective, the Company shall mail to the Holders a notice briefly describing the amendment or supplement. Any failure of the Company to mail such notice to all Holders, or any defect therein, shall not, however, in any way impair or affect the validity of such amended or supplemental indenture.

Without the Consent of Holders. The Company and the Trustee may amend this Indenture or the Convertible Subordinated Notes without notice to or the consent of any holder of a Convertible Subordinated Note for the purposes of: (a) curing any ambiguity or correcting or supplementing any defective or inconsistent provision contained in this Indenture or making any other changes in the provisions of this Indenture which the Company and the Trustee may deem necessary or desirable, desirable provided such amendment does not materially and adversely affect the legal rights under this the Indenture of the holders of Convertible Subordinated Notes;. (b) providing for uncertificated Convertible Subordinated Notes in addition to or in place of certificated Convertible Subordinated Notes; (c) evidencing the succession of another person to the Company and providing for the assumption by such successor of the covenants and obligations of the Company thereunder and in the Convertible Subordinated Notes as permitted by Section 5.01; (d) providing for conversion rights or and/or repurchase rights of holders of Convertible Subordinated Notes in the event of consolidation, merger, share exchange or sale of all or substantially all of the assets of the Company as required to comply with Sections 5.01 or 12.06and/or 12.14; (e) reducing increasing the Conversion PriceRate; (f) evidencing evidence and providing provide for the acceptance of appointment under this Indenture of a successor Trustee; (g) making any changes that would provide the holders of the Convertible Subordinated Notes with any additional rights or benefits or that do does not adversely affect the legal rights under this Indenture of any such holder; (h) to reopen this Indenture and issue Additional Convertible Notes in accordance with modifying the subordination provisions of Section 2.02the Indenture in a manner adverse to the holders of the Convertible Subordinated Notes; or (i) complying with the requirements of the Commission in order to effect or maintain the qualification of the Indenture under the TIA.

Without the Consent of Holders. The Company Company, Navistar and the Trustee may amend this Indenture or the Convertible Exchangeable Notes without notice to or the consent of any holder of a Convertible an Exchangeable Note for the purposes of: (a) curing any ambiguity or correcting or supplementing any defective or inconsistent provision contained in this Indenture or making any other changes in the provisions of this Indenture which the Company Company, Navistar and the Trustee may deem necessary or desirable, desirable provided such amendment does not materially and adversely affect the legal rights under this the Indenture of the holders of Convertible Exchangeable Notes; (b) providing for uncertificated Convertible Exchangeable Notes in addition to or in place of certificated Convertible Exchangeable Notes; (c) evidencing the succession of another person to the Company and providing for the assumption by such successor of the covenants and obligations of the Company thereunder hereunder and in the Convertible Exchangeable Notes as permitted by Section 5.015.1; (d) providing for conversion exchange rights or and/or repurchase rights of holders of Convertible Exchangeable Notes in the event of consolidation, merger, share exchange or sale of all or substantially all of the assets of the Company as required to comply with Sections 5.01 or 12.065.1 and/or 12.6; (e) reducing the Conversion Exchange Price; (f) evidencing and providing for the acceptance of appointment under this Indenture of a successor Trustee; (g) making any changes that would provide the holders of the Convertible Exchangeable Notes with any additional rights or benefits or that do does not adversely affect the legal rights under this Indenture of any such holder; (h) to reopen this Indenture and issue Additional Convertible Notes in accordance with the provisions of Section 2.02; or (ih) complying with the requirements of the Commission in order to effect or maintain the qualification of the Indenture under the TIA.

Without the Consent of Holders. The Company Notwithstanding Section 9.02 of this Indenture, the Company, the Guarantors, the Trustee and the Trustee Collateral Agent, as applicable, may amend or supplement this Indenture or Indenture, the Convertible Notes Notes, the Note Guarantees, the Intercreditor Agreement and the other Security Documents without notice to or the consent of any holder Holder of a Convertible Note for (subject to the purposes of:terms of the Intercreditor Agreement): (a) curing to cure any ambiguity ambiguity, defect or correcting or supplementing any defective or inconsistent provision contained in this Indenture or making any other changes in the provisions of this Indenture which the Company and the Trustee may deem necessary or desirable, provided such amendment does not materially and adversely affect the legal rights under this Indenture of the holders of Convertible Notesinconsistency; (b) providing for uncertificated Convertible Notes in addition to or in place of certificated Convertible Notes; (c) evidencing the succession of another person to the Company and providing for the assumption by such successor of the covenants and obligations of the Company thereunder and in the Convertible Notes as permitted by Section 5.01; (d) providing for conversion rights or repurchase rights of holders of Convertible Notes in the event of consolidation, merger, share exchange or sale of all or substantially all of the assets of the Company as required to comply with Sections 5.01 or 12.06; (e) reducing the Conversion Price; (f) evidencing and providing for the acceptance of appointment under this Indenture of a successor Trustee; (g) making any changes that would provide the holders of the Convertible Notes with any additional rights or benefits or that do not adversely affect the legal rights under this Indenture of any such holder; (h) to reopen this Indenture and issue Additional Convertible Notes in accordance with the provisions of Section 2.02; or (i) complying with the requirements of the Commission in order to effect or maintain the qualification of the this Indenture under the TIATrust Indenture Act; (c) to make, complete or confirm any grant of Collateral permitted or required by this Indenture, the Intercreditor Agreement or any of the Security Documents; (d) if necessary, in connection with any addition of Collateral permitted under the terms of this Indenture or the Security Documents; (e) to evidence or provide for the acceptance of appointment under this Indenture of a successor Trustee or Collateral Agent; or (f) in the event that PIK Notes are issued in certificated form, to make appropriate amendments to this Indenture to reflect an appropriate minimum denomination of certificated PIK Notes and establish minimum redemption amounts for certificated PIK Notes. Upon the request of the Company accompanied by a Board Resolution authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02, the Trustee shall join with the Company in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. After an amendment or supplement under this Section becomes effective, the Company shall mail to the Holders a notice briefly describing the amendment or supplement. Any failure of the Company to mail such notice to all Holders, or any defect therein, shall not, however, in any way impair or affect the validity of such amended or supplemental indenture.

Without the Consent of Holders. The Company and the Trustee may amend this Indenture or the Convertible Notes without notice to or (a) Without the consent of any holder of a Convertible Note for Holder, the purposes ofCompany, the Trustee and (as applicable) any Subsidiary Guarantor may amend or supplement this Indenture (including the Subsidiary Guarantees) or any Security: (ai) curing to cure any ambiguity ambiguity, mistake, omission, defect or correcting or supplementing any defective or inconsistent provision contained in this Indenture or making any other changes in the provisions of this Indenture which the Company and the Trustee may deem necessary or desirable, provided such amendment does not materially and adversely affect the legal rights under this Indenture of the holders of Convertible Notesinconsistency; (bii) providing to provide for the assumption by a successor of the obligations of the Company or a Subsidiary Guarantor under this Indenture, any Security or any Subsidiary Guarantee; (iii) to provide for uncertificated Convertible Notes Securities in addition to or in place of certificated Convertible NotesSecurities; (civ) evidencing the succession of another person to add Guarantees with respect to the Company and providing for the assumption by such successor of the covenants and obligations of the Company thereunder and in the Convertible Notes as permitted by Section 5.01Securities; (dv) providing for conversion rights or repurchase rights of holders of Convertible Notes in to secure the event of consolidation, merger, share exchange or sale of all or substantially all of the assets of the Company as required to comply with Sections 5.01 or 12.06Securities and any Subsidiary Guarantee; (evi) reducing the Conversion Price; (f) evidencing and providing for the acceptance of appointment under this Indenture of to evidence a successor Trustee; (gvii) making to confirm and evidence the release, termination or discharge of any changes that would provide Subsidiary Guarantee or any Lien securing the holders Securities or any Subsidiary Guarantee when such release, termination or discharge is provided for under this Indenture or the Securities; (viii) to add to the covenants of the Convertible Notes with Company for the benefit of the Holders or to surrender any additional rights right or benefits power conferred upon the Company or any Subsidiary Guarantor; (ix) to provide for or confirm the issuance of Additional Securities or Exchange Securities; (x) to conform the text of this Indenture, the Securities or any Subsidiary Guarantee to any provision of the Offering Memorandum contained under the heading “Description of Notes;” (xi) to increase the minimum denomination of Securities to equal the U.S. Dollar Equivalent of €1,000 rounded up to the nearest $1,000 (including for purposes of redemption or repurchase of any Security in part); (xii) to make any change that do does not materially adversely affect the legal rights under this Indenture of any such holderHolder; (hxiii) to reopen comply with any requirement of the SEC in connection with the qualification of this Indenture and issue Additional Convertible Notes in accordance with under the provisions of Section 2.02TIA or otherwise; or (ixiv) complying to comply with the requirements rules of the Commission in order to effect or maintain the qualification of the Indenture under the TIAany applicable depositary.

Without the Consent of Holders. The Company and the Trustee may amend this Indenture or the Convertible Notes without notice to or (a) Without the consent of any holder of a Convertible Note for Holder, the purposes ofCompany, the Trustee and any Subsidiary Guarantor (as applicable) may amend or supplement the Notes Documents: (ai) curing to cure any ambiguity ambiguity, mistake, omission, defect or correcting or supplementing any defective or inconsistent provision contained in this Indenture or making any other changes in the provisions of this Indenture which the Company and the Trustee may deem necessary or desirable, provided such amendment does not materially and adversely affect the legal rights under this Indenture of the holders of Convertible Notesinconsistency; (bii) providing to provide for the assumption by a successor of the obligations of the Company or a Subsidiary Guarantor under any Notes Document; (iii) to provide for uncertificated Convertible Notes in addition to or in place of certificated Convertible Notes; (civ) evidencing the succession of another person to add Guarantees with respect to the Company and providing for the assumption by such successor of the covenants and obligations of the Company thereunder and in the Convertible Notes as permitted by Section 5.01Notes; (dv) providing for conversion rights or repurchase rights of holders of Convertible to secure the Notes in the event of consolidation, merger, share exchange or sale of all or substantially all of the assets of the Company as required to comply with Sections 5.01 or 12.06and any Subsidiary Guarantee; (evi) reducing the Conversion Price[reserved]; (fvii) evidencing and providing for the acceptance of appointment under this Indenture of to evidence a successor Trustee; (gviii) making to confirm and evidence the release, termination or discharge of any changes that would provide Subsidiary Guarantee or any Lien securing the holders Notes or any Subsidiary Guarantee when such release, termination or discharge is provided for under this Indenture or the Notes; (ix) to add to the covenants of the Convertible Company for the benefit of the Holders or to surrender any right or power conferred upon the Company or any Subsidiary Guarantor; (x) to provide for or confirm the issuance of Additional Notes in compliance with this Indenture; (xi) to conform the text of the Notes Documents to any additional rights or benefits or provision of the Offering Memorandum contained under the heading “Description of Notes”; (xii) to make any change that do does not materially adversely affect the legal rights under this Indenture of any such holderHolder; (hxiii) to reopen comply with any requirement of the SEC in connection with any qualification of this Indenture and issue Additional Convertible Notes in accordance with under the provisions of Section 2.02TIA or otherwise; or (ixiv) complying to comply with the requirements rules of the Commission in order to effect or maintain the qualification of the Indenture under the TIAany applicable depositary.

Without the Consent of Holders. The Company and the Trustee may amend this Indenture or the Convertible Notes Securities without notice to or the consent of any holder of a Convertible Note Securities for the purposes of: (ai) curing any ambiguity ambiguity, defect or correcting inconsistency or supplementing any defective or inconsistent provision contained in this Indenture or making make any other changes in the provisions of this Indenture which the Company and the Trustee may deem necessary or desirable, provided such amendment does not materially and adversely affect the legal rights under this Indenture of the holders of Convertible NotesSecurities under this Indenture or the Securities; (bii) providing for uncertificated Convertible Notes Securities in addition to or in place of certificated Convertible NotesSecurities; (ciii) evidencing the succession of another person to the Company and providing for the assumption by such successor of the covenants and obligations of the Company thereunder hereunder and in the Convertible Notes Securities as permitted by Section 5.01; (div) providing for conversion rights or repurchase rights of holders of Convertible Notes Securities in the event of consolidation, merger, share exchange or sale sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the properties or assets of the Company as an entirety or substantially as an entirety as required to comply with Sections 5.01 or 12.06and/or 11.14 of this Indenture; (ev) reducing the Conversion Price; (fvi) evidencing and providing for the acceptance of appointment under this Indenture of a successor Trustee; (gvii) in exchange for holders of Securities agreeing to waive their right to require the Company to purchase all or a portion of their Securities on a specified Repurchase Date, adding additional Repurchase Dates on which holders of Securities may require the Company to purchase all or a portion of their Securities at the applicable Repurchase Price and paying such holders of Securities additional cash payments in connection therewith; (viii) making any changes that would provide the holders of the Convertible Notes Securities with any additional rights or benefits or that do does not adversely affect the legal rights under this Indenture of any such holder; (h) to reopen this Indenture and issue Additional Convertible Notes in accordance with the provisions of Section 2.02; or (iix) complying with the requirements of the Commission in order to effect or maintain the qualification of the Indenture under the TIA.

Without the Consent of Holders. The Company and the Trustee may amend this Indenture or the Convertible Subordinated Notes without notice to or the consent of any holder of a Convertible Subordinated Note for the purposes of: (a) curing any ambiguity or correcting or supplementing any defective or inconsistent provision contained in this Indenture or making any other changes in the provisions of this Indenture which the Company and the Trustee may deem necessary or desirable, desirable provided such amendment does not materially and adversely affect the legal rights under this the Indenture of the holders of Convertible Subordinated Notes;. (b) providing for uncertificated Convertible Subordinated Notes in addition to or in place of certificated Convertible Subordinated Notes; (c) evidencing the succession of another person to the Company and providing for the assumption by such successor of the covenants and obligations of the Company thereunder and in the Convertible Subordinated Notes as permitted by Section 5.01; (d) providing for conversion rights or and/or repurchase rights of holders of Convertible Subordinated Notes in the event of consolidation, merger, share exchange merger or sale of all or substantially all of the assets of the Company as required to comply with Sections 5.01 or and/or 12.06; (e) reducing the Conversion Price; (f) evidencing and providing for the acceptance of appointment under this Indenture of a successor Trustee; (g) making any changes that would provide the holders of the Convertible Subordinated Notes with any additional rights or benefits or that do does not adversely affect the legal rights under this Indenture of any such holder; (h) to reopen this Indenture and issue Additional Convertible Notes in accordance with the provisions of Section 2.02; or (i) complying with the requirements of the Commission in order to effect or maintain the qualification of the Indenture under the TIA.

Without the Consent of Holders. The Company and the Trustee may amend this Indenture or the Convertible Notes without notice to or (a) Without the consent of any holder Holder, the Company, the Trustee, the Collateral Agent (in respect of a Convertible Note for matters set forth in clauses (v), (vi), (vii), (viii), (xii), (xv) or (xvi) of this Section 9.01(a)) and (as applicable) any Subsidiary Guarantor may amend or supplement the purposes ofNotes Documents: (ai) curing to cure any ambiguity ambiguity, mistake, omission, defect or correcting or supplementing any defective or inconsistent provision contained in this Indenture or making any other changes in the provisions of this Indenture which the Company and the Trustee may deem necessary or desirable, provided such amendment does not materially and adversely affect the legal rights under this Indenture of the holders of Convertible Notesinconsistency; (bii) providing to provide for the assumption by a successor of the obligations of the Company or a Subsidiary Guarantor under any Notes Document; (iii) to provide for uncertificated Convertible Notes in addition to or in place of certificated Convertible Notes (provided, however, that such uncertificated Notes are in “registered” form within the meaning of Section 163 of the Code and Treasury regulations thereunder); (iv) to add Guarantees with respect to the Notes; (cv) evidencing to mortgage, pledge, hypothecate or grant any other Lien in favor of the succession Collateral Agent for its benefit and the benefit of another person the Trustee and the Holders, as additional security for the payment and performance of all or any portion of the Obligations securing the Notes and the Subsidiary Guarantees, in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a Lien is required to be granted to or for the benefit of the Trustee or the Collateral Agent pursuant to this Indenture, any of the Intercreditor Agreements, the Notes Collateral Documents or otherwise; (vi) to provide for the release of Collateral from the Lien pursuant to the Company Notes Documents when permitted or required by the Notes Documents; (vii) to evidence a successor Trustee or Collateral Agent; (viii) to confirm and providing evidence the release, termination or discharge of any Subsidiary Guarantee or any Lien securing the Notes or any Subsidiary Guarantee when such release, termination or discharge is provided for under this Indenture or the assumption by such successor of Notes; (ix) to add to the covenants and obligations of the Company thereunder and in for the Convertible Notes as permitted by Section 5.01benefit of the Holders or to surrender any right or power conferred upon the Company or any Subsidiary Guarantor; (dx) providing to provide for conversion rights or repurchase confirm the issuance of Additional Notes in compliance with this Indenture; (xi) to conform the text of the Notes Documents to any provision of the Offering Memorandum contained under the heading “Description of Notes”; (xii) to make any change that does not materially adversely affect the rights of holders of Convertible Notes in the event of consolidation, merger, share exchange or sale of all or substantially all of the assets of the Company as required any Holder; (xiii) to comply with Sections 5.01 any requirement of the SEC in connection with any qualification of this Indenture under the TIA or 12.06otherwise; (exiv) reducing to comply with the Conversion Pricerules of any applicable depositary; (fxv) evidencing and providing to the extent necessary to provide for the acceptance granting of appointment a security interest for the benefit of any Person; provided that the granting of such security interest is not prohibited under this Indenture of a successor Trustee; (g) making any changes that would provide the holders of the Convertible Notes with any additional rights or benefits or that do not adversely affect the legal rights under this Indenture of any such holder; (h) to reopen this Indenture and issue Additional Convertible Notes in accordance with the provisions of Section 2.02Indenture; or (ixvi) complying to provide for the accession of any parties to the Notes Collateral Documents (and other amendments that are administrative or ministerial in nature) in connection with the requirements an Incurrence of the Commission in order to effect or maintain the qualification of the Indenture under the TIAadditional Senior-Priority Obligations permitted by this Indenture.

Without the Consent of Holders. The Company Company, the Subsidiary Guarantors, if any, and the Trustee may modify, amend or supplement this Indenture Indenture, the Notes or the Convertible Notes Security Documents without notice to or the consent of any holder of a Convertible Note for the purposes ofHolder: (a1) curing to cure any ambiguity ambiguity, defect or correcting or supplementing any defective or inconsistent provision contained in this Indenture or making any other changes in the provisions of this Indenture which the Company and the Trustee may deem necessary or desirable, provided such amendment does not materially and adversely affect the legal rights under this Indenture of the holders of Convertible Notesinconsistency; (b2) providing to provide for uncertificated Convertible Notes in addition to or in place of certificated Convertible Notes; (c3) evidencing the succession of another person to the Company and providing provide for the assumption by such successor of the covenants and Company’s or any Subsidiary Guarantor’s obligations to Holders of the Company thereunder and in the Convertible Notes as permitted by Section 5.01; (d) providing for conversion rights or repurchase rights of holders of Convertible Notes in the event case of consolidation, merger, share exchange a merger or consolidation or sale of all or substantially all of the assets of the Company as required to comply with Sections 5.01 Company’s or 12.06such Subsidiary Guarantor’s assets; (e4) reducing the Conversion Price; (f) evidencing and providing for the acceptance of appointment under this Indenture of a successor Trustee; (g) making to make any changes change that would provide the holders of the Convertible Notes with any additional rights or benefits to the Holders of Notes or that do does not materially adversely affect the legal rights under this Indenture hereunder of any such holderHolder; (h5) to reopen this Indenture and issue Additional Convertible Notes in accordance comply with the provisions of Section 2.02; or (i) complying with the requirements of the Commission in order to effect or maintain the qualification of the this Indenture under the TIA; (6) to conform the text of this Indenture, the Subsidiary Guarantees, the Notes or the Security Documents to any provision of the “Description of Notes” section of the Offering Memorandum, to the extent that such provision in the “Description of Notes” section was intended to be a verbatim recitation of a provision of this Indenture, the Subsidiary Guarantees, the Notes or the Security Documents, 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 described herein;. (8) to allow a Subsidiary to execute a supplemental indenture for the purpose of providing a Subsidiary Guarantee in accordance with Section 4.19; (9) to comply with Section 4.18, including to release a Subsidiary Guarantor from its obligations under its Subsidiary Guarantee and this Indenture in accordance with the applicable provisions thereof; (10) to evidence and provide for the acceptance of appointment by a successor Trustee; (11) to mortgage, pledge, hypothecate or grant any other Lien in favor of the Collateral Agent for the benefit of the Trustee on behalf of the holders of the notes, as additional security for the payment and performance of all or any portion of the Second Priority Obligations, in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a Lien is required to be granted to or for the benefit of the Trustee or the Collateral Agent pursuant to this Indenture, any of the Security Documents or otherwise; (12) to provide for the release of Collateral from the Lien of this Indenture and the Security Documents when permitted or required by the Security Documents or this Indenture; or (13) to secure any Permitted Additional Pari Passu Obligations or any additional First Priority Obligations that are permitted to be incurred under this Indenture, as applicable, under the Security Documents and to appropriately include the same in the Intercreditor Agreement. Upon the request of the Company and the Subsidiary Guarantors, accompanied by a Board Resolution of the Company and each Subsidiary Guarantor authorizing the execution of any such supplemental indenture or amendment to any Security Document, and upon receipt by the Trustee of the documents described in Section 9.06, the Trustee may, but shall not be obligated to, join with the Company and the Subsidiary Guarantors in the execution of any supplemental indenture or amendment to any Security Document authorized or permitted by the terms of this Indenture and make any further appropriate agreements and stipulations that may be therein contained. The consent of the Holders is not necessary to approve the particular form of any proposed amendment or supplement. It is sufficient if such consent approves the substance of the proposed amendment or supplement. A consent to any amendment, supplement or waiver under this Indenture by any Holder of Notes given in connection with a tender of such Holder’s Notes will not be rendered invalid by such tender. After an amendment or supplement under this Indenture becomes effective, the Company is required to mail to the Holders a notice briefly describing such amendment or supplement. However, the failure to give such notice to all the Holders, or any defect in the notice will not impair or affect the validity of the amendment or supplement.

Without the Consent of Holders. The Company and the Trustee may amend this Indenture or the Convertible Subordinated Notes without notice to or the consent of any holder of a Convertible Subordinated Note for the purposes of: (a) curing any ambiguity or correcting or supplementing any defective or inconsistent provision contained in this Indenture or making any other changes in the provisions of this Indenture which the Company and the Trustee may deem necessary or desirable, desirable provided such amendment does not materially and adversely affect the legal rights under this the Indenture of the holders of Convertible Subordinated Notes;. (b) providing for uncertificated Convertible Subordinated Notes in addition to or in place of certificated Convertible Subordinated Notes; (c) evidencing the succession of another person to the Company and providing for the assumption by such successor of the covenants and obligations of the Company thereunder and in the Convertible Subordinated Notes as permitted by Section 5.01; (d) providing for conversion rights or and/or repurchase rights of holders of Convertible Subordinated Notes in the event of consolidation, merger, share exchange merger or sale of all or substantially all of the assets of the Company as required to comply with Sections 5.01 or and/or 12.06; (e) reducing the Conversion Price; (f) evidencing and providing for the acceptance of appointment under this Indenture of a successor Trustee; (g) making any changes that would provide the holders of the Convertible Subordinated Notes with any additional rights or benefits or that do does not adversely affect the legal rights under this Indenture of any such holder; (h) to reopen this Indenture and issue Additional Convertible Notes in accordance with the provisions of Section 2.02; or (ig) complying with the requirements of the Commission in order to effect or maintain the qualification of the Indenture under the TIA.

Without the Consent of Holders. The Company and the Trustee may amend this Indenture or the Convertible Subordinated Notes without notice to or the consent of any holder of a Convertible Subordinated Note for the purposes of: (a) curing any ambiguity or correcting or supplementing any defective or inconsistent provision contained in this Indenture or making any other changes in the provisions of this Indenture which the Company and the Trustee may deem necessary or desirable, desirable provided such amendment does not materially and adversely affect the legal rights under this the Indenture of the holders of Convertible Subordinated Notes;. (b) providing for uncertificated Convertible Subordinated Notes in addition to or in place of certificated Convertible Subordinated Notes; (c) evidencing the succession of another person to the Company and providing for the assumption by such successor of the covenants and obligations of the Company thereunder and in the Convertible Subordinated Notes as permitted by Section 5.01; (d) providing for conversion rights or and/or repurchase rights of holders of Convertible Subordinated Notes in the event of consolidation, merger, share exchange or sale of all or substantially all of the assets of the Company as required to comply with Sections 5.01 or and/or 12.06; (e) reducing the Conversion Price; (f) evidencing evidence and providing provide for the acceptance of appointment under this Indenture of a successor Trustee; (g) making any changes that would provide the holders of the Convertible Subordinated Notes with any additional rights or benefits or that do does not adversely affect the legal rights under this Indenture of any such holder; (h) to reopen this Indenture and issue Additional Convertible Notes in accordance with the provisions of Section 2.02; or (ih) complying with the requirements of the Commission in order to effect or maintain the qualification of the Indenture under the TIA.

Without the Consent of Holders. The Company and the Trustee may amend this Indenture or the Convertible Subordinated Notes without notice to or the consent of any holder of a Convertible Subordinated Note for the purposes of: (a) curing any ambiguity or correcting or supplementing any defective or inconsistent provision contained in this Indenture or making any other changes in the provisions of this Indenture which the Company and the Trustee may deem necessary or desirable, desirable provided such amendment does not materially and adversely affect the legal rights under this the Indenture of the holders of Convertible Subordinated Notes;. (b) providing for uncertificated Convertible Subordinated Notes in addition to or in place of certificated Convertible Subordinated Notes; (c) evidencing the succession of another person to the Company and providing for the assumption by such successor of the covenants and obligations of the Company thereunder and in the Convertible Subordinated Notes as permitted by Section 5.01; (d) providing for conversion rights or and/or repurchase rights of holders of Convertible Subordinated Notes in the event of consolidation, merger, share exchange or sale of all or substantially all of the assets of the Company as required to comply with Sections 5.01 or 12.06and/or 12.14; (e) reducing increasing the Conversion PriceRate; (f) evidencing evidence and providing provide for the acceptance of appointment under this Indenture of a successor Trustee; (g) making any changes that would provide the holders of the Convertible Subordinated Notes with any additional rights or benefits or that do does not adversely affect the legal rights under this Indenture of any such holder; (h) to reopen this Indenture and issue Additional Convertible Notes in accordance with the provisions of Section 2.02; or (ih) complying with the requirements of the Commission in order to effect or maintain the qualification of the Indenture under the TIA.

Without the Consent of Holders. The Company Notwithstanding anything to the contrary in Section 8.02, the Company, the Subsidiary Guarantors, the Collateral Agent and the Trustee may amend or supplement any Notes Document without the consent of any Holder to: (A) cure any ambiguity or correct any omission, defect or inconsistency in this Indenture or the Convertible Notes without notice Notes; (B) add guarantees with respect to or the consent of any holder of a Convertible Note for the purposes of: (a) curing any ambiguity or correcting or supplementing any defective or inconsistent provision contained in Company’s obligations under this Indenture or making the Notes to the extent such guarantees are contemplated by this Indenture or to confirm and evidence the release, termination or discharge of any guarantee (including any Guarantee) with respect to the Notes when such release, termination or discharge is permitted under this Indenture or the other changes in Notes Documents, as applicable; (C) add additional assets to Collateral to further secure the provisions Notes or any Guarantee, or to release Collateral from the Lien of this Indenture which the Company and the Trustee may deem necessary Collateral Documents when permitted or desirable, provided such amendment does not materially and adversely affect required by the legal rights Collateral Documents or this Indenture; (D) add to the Company’s or any Subsidiary Guarantor’s covenants or Events of Default for the benefit of the Holders or surrender any right or power conferred on the Company; (E) provide for the assumption of the Company’s or any Subsidiary Guarantor’s obligations under this Indenture of and the holders of Convertible Notes; (b) providing for uncertificated Convertible Notes in addition to or in place of certificated Convertible Notes; (c) evidencing the succession of another person to the Company and providing for the assumption by such successor of the covenants and obligations of the Company thereunder pursuant to, and in the Convertible Notes compliance with, Article 3, Article 6 and Article 12, as permitted by Section 5.01; applicable; (dF) providing for conversion rights evidence or repurchase rights of holders of Convertible Notes in the event of consolidation, merger, share exchange or sale of all or substantially all of the assets of the Company as required to comply with Sections 5.01 or 12.06; (e) reducing the Conversion Price; (f) evidencing and providing provide for the acceptance of appointment the appointment, under this Indenture Indenture, of a successor Trustee; , Collateral Agent, Registrar or Paying Agent; (gG) making comply with any changes that would provide the holders requirement of the Convertible Notes SEC in connection with any additional rights qualification of this Indenture or benefits or any supplemental indenture under the Trust Indenture Act, as then in effect; (H) comply with the Depositary Procedures in a manner that do does not adversely affect the legal rights under of any Holder; (I) enter into a supplemental indenture to implement amendments to this Indenture of required by Section 3.15(B); or (J) make any such holder; (h) other change to reopen this Indenture and issue Additional Convertible Notes in accordance with the provisions of Section 2.02; or (i) complying with the requirements or any of the Commission Notes Documents that does not, individually or in order to effect or maintain the qualification aggregate with all other such changes, adversely affect the rights of the Indenture under the TIAHolders (other than Holders that have consented to such change).

Without the Consent of Holders. The Company and the Guarantor, when authorized by a Board Resolution, and the Trustee may amend this Indenture or the Convertible Notes without notice to or the consent of any holder of a Convertible Note for the purposes of: (a) curing any ambiguity or correcting or supplementing any defective or inconsistent provision contained in this Indenture or making any other changes in the provisions of this Indenture which the Company and the Trustee may deem necessary or desirable, desirable provided such amendment does not materially and adversely affect the legal rights under this Indenture interests of the holders of Convertible Notes; (b) providing for uncertificated Convertible Notes in addition to or in place of certificated Convertible Notes; (c) evidencing providing for the succession of another person corporation to the Company or the Guarantor and providing for the assumption of the Convertible Notes or the Guarantee by such successor of the covenants and obligations of the Company thereunder and in the Convertible Notes as permitted by Section 5.01; (d) providing for conversion rights or and/or repurchase rights of holders of Convertible Notes in the event of consolidationamalgamation, merger, share exchange or sale of all or substantially all of the assets of the Company as required to comply with Sections 5.01 or and/or 12.06; (e) reducing the Conversion Price; (f) evidencing and providing for the acceptance of appointment under this Indenture of a successor Trustee; (g) making any changes that would provide the holders of the Convertible Notes with any additional rights or benefits or that do does not adversely affect the legal rights under this Indenture of any such holder; (h) to reopen this Indenture and issue Additional adding an additional guarantor in respect of the Guarantee; (i) permitting or facilitating defeasance or discharge of any or all Convertible Notes, provided that such modification shall not adversely affect the interest of any holder of Convertible Notes in accordance with the provisions of Section 2.02any material respect; or (ij) complying with the requirements of the Commission in order to effect or maintain the qualification of the Indenture under the TIA.

Without the Consent of Holders. The Notwithstanding anything to the contrary in Section 8.02, the Company and the Trustee may amend or supplement this Indenture or the Convertible Notes without notice to or the consent of any holder of a Convertible Note for the purposes ofHolder to: (aA) curing cure any ambiguity or correcting correct any omission, defect or supplementing any defective or inconsistent provision contained inconsistency in this Indenture or making any other changes in the provisions of this Indenture which the Company and the Trustee may deem necessary or desirable, provided such amendment Notes that does not materially and adversely affect Holders; (B) add guarantees with respect to the legal rights Company’s obligations under this Indenture of or the holders of Convertible Notes; (bC) providing for uncertificated Convertible Notes in addition to or in place of certificated Convertible secure the Notes; (cD) evidencing the succession of another person add to the Company and providing Company’s covenants or Events of Default for the benefit of the Holders or surrender any right or power conferred on the Company; (E) provide for the assumption by such successor of the covenants Company’s obligations under this Indenture and obligations of the Company thereunder Notes pursuant to, and in the Convertible Notes as permitted by Section 5.01compliance with, Article 6; (dF) providing for conversion rights or repurchase rights of holders of Convertible Notes enter into supplemental indentures pursuant to, and in the event of consolidationaccordance with, merger, share exchange or sale of all or substantially all of the assets of the Company as required to comply Section 5.09 in connection with Sections 5.01 or 12.06a Share Change Event; (eG) reducing the Conversion Priceirrevocably elect or eliminate any Settlement Method or Specified Dollar Amount, subject to Section 5.03(A)(i); provided, however, that no such election or elimination will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to Section 5.03(A); (fH) evidencing and providing evidence or provide for the acceptance of appointment the appointment, under this Indenture Indenture, of a successor Trustee; (gI) making comply with any changes that would provide the holders requirement of the Convertible Notes SEC in connection with any additional rights or benefits or that do not adversely affect the legal rights under qualification of this Indenture of or any such holder; (h) to reopen this supplemental indenture under the Trust Indenture and issue Additional Convertible Notes Act, as then in accordance with the provisions of Section 2.02effect; or (iJ) complying make any other change to this Indenture or the Notes that does not, individually or in the aggregate with all other such changes, adversely affect the requirements rights of the Commission Holders, as such, in order to effect or maintain the qualification of the Indenture under the TIA.any material respect. FullDPWPathandDateText US-DOCS\113092644.12

Without the Consent of Holders. The Notwithstanding anything to the contrary in Section 8.02, the Company and the Trustee may amend or supplement the Indenture Documents without the consent of any Holder to: (A) cure any ambiguity or correct any omission, defect or inconsistency in any Indenture Document; (B) add guarantees or security with respect to the Company’s obligations under this Indenture or the Convertible Notes, including for greater certainty, to allow any additional Guarantor to execute a supplemental indenture, a joinder to any Notes Security Document and/or a Guarantee with respect to the Notes; (C) [Reserved]; (D) add to the Company’s covenants or Events of Default for the benefit of the Holders or surrender any right or power conferred on the Company; (E) provide for the assumption of the Company’s or any Guarantor’s obligations under this Indenture, the Notes and the Notes Security Document, as applicable, pursuant to, and in compliance with, Article 6; (F) enter into supplemental indentures pursuant to, and in accordance with, Section 5.09 in connection with an Ordinary Share Change Event; (G) irrevocably elect or eliminate any Settlement Method or Specified Dollar Amount; provided, however, that no such election or elimination will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to Section 5.03(A); (H) adjust the Conversion Rate or the Conversion Price (including the establishment of the Conversion Rate or the Conversion Price ) in accordance with, and subject to the terms of, this Indenture; (I) evidence or provide for the acceptance of the appointment, under this Indenture, of a successor Trustee or Collateral Trustee; (J) effect such amendment, restatement, supplement, modification, waiver or consent in respect of the Priority Lien Debt Documents that shall apply automatically to this Indenture without notice to or the consent of any holder of a Convertible Note for Holder in accordance with the purposes of: (a) curing any ambiguity or correcting or supplementing any defective or inconsistent provision contained in this Indenture or making any other changes in the provisions of this Indenture which the Company and the Trustee may deem necessary or desirable, provided such amendment does not materially and adversely affect the legal rights under this Indenture of the holders of Convertible NotesIntercreditor Agreement; (bK) providing for uncertificated Convertible Notes in addition to or in place of certificated Convertible Notes; (c) evidencing the succession of another person to the Company and providing for the assumption by such successor of the covenants and obligations of the Company thereunder and in the Convertible Notes as permitted by Section 5.01; (d) providing for conversion rights or repurchase rights of holders of Convertible Notes in the event of consolidation, merger, share exchange or sale of all or substantially all of the assets of the Company as required to comply with Sections 5.01 or 12.06; (e) reducing the Conversion Price; (f) evidencing and providing for the acceptance rules of appointment under this Indenture of any applicable Depositary in a successor Trustee; (g) making any changes manner that would provide the holders of the Convertible Notes with any additional rights or benefits or that do does not adversely affect the legal rights under this Indenture of any such holderthe Holders; (hL) to reopen comply with any requirement of the SEC in connection with any qualification of this Indenture and issue Additional Convertible Notes or any supplemental indenture under the Trust Indenture Act, as then in accordance effect; (M) make any other change to the Indenture Documents that does not, individually or in the aggregate with all other such changes, adversely affect the provisions rights of Section 2.02the Holders, as such, in any material respect; or (iN) complying with effect, confirm and evidence the requirements release, termination or discharge or any guarantee of or Lien securing the Commission in order to effect Notes when such release, termination or maintain the qualification of discharge is permitted by the Indenture under the TIADocuments.

Without the Consent of Holders. The Company and the Trustee may at any time and from time to time amend this First Supplemental Indenture or the Convertible Notes enter into one or more indentures supplemental thereto without notice to or the consent of any holder Holders of a Convertible Note for any of the purposes offollowing purposes: (a) adding any covenants of the Company for the benefit of the Holders of notes; (b) surrendering any right or power conferred to the Company pursuant to this First Supplemental Indenture; (c) providing for conversion rights of Holders if any reclassification or change of the Common Stock or any consolidation, merger or sale of all or substantially all of the Company’s assets occurs; (d) providing for a change in the conversion right as set forth in Article 5 hereof and related Conversion Obligation in accordance with this First Supplemental Indenture following a Public Acquirer Change of Control in the event the Company shall have made an election to so modify such conversion right and Conversion Obligation pursuant to Section 5.10(d); (e) reducing the Applicable Conversion Price or increasing the Applicable Conversion Rate in the manner described in this First Supplemental Indenture; (f) curing any ambiguity or correcting or supplementing any defective or inconsistent provision contained in this Indenture First Supplemental Indenture; or (g) adding or making modifying any other changes in the provisions of this Indenture which that the Company and the Trustee may deem necessary or desirable, provided such amendment does not materially desirable and adversely affect the legal rights under this Indenture of the holders of Convertible Notes; (b) providing for uncertificated Convertible Notes in addition to or in place of certificated Convertible Notes; (c) evidencing the succession of another person to the Company and providing for the assumption by such successor of the covenants and obligations of the Company thereunder and in the Convertible Notes as permitted by Section 5.01; (d) providing for conversion rights or repurchase rights of holders of Convertible Notes in the event of consolidation, merger, share exchange or sale of all or substantially all of the assets of the Company as required to comply with Sections 5.01 or 12.06; (e) reducing the Conversion Price; (f) evidencing and providing for the acceptance of appointment under this Indenture of a successor Trustee; (g) making any changes that would provide the holders of the Convertible Notes with any additional rights or benefits or that do which will not adversely affect the legal rights under this Indenture interests of the Holders in any material respect, provided that any such holder; (h) amendment made solely to reopen this Indenture and issue Additional Convertible Notes in accordance with conform the provisions of Section 2.02; or (i) complying with this First Supplemental Indenture to the requirements Prospectus Supplement dated November 15, 2005 relating to the Notes will be deemed not be adversely affect the interests of the Commission in order to effect or maintain the qualification of the Indenture under the TIAHolders.

Without the Consent of Holders. The Company and the Trustee may amend this Indenture or the Convertible Notes without notice to or (a) Without the consent of any holder Holder, the Issuer, the Trustee and (as applicable) any Subsidiary Guarantor may amend or supplement this Indenture (including the Subsidiary Guarantees) or any Security: Table of a Convertible Note for the purposes of:Contents (ai) curing to cure any ambiguity ambiguity, mistake, omission, defect or correcting or supplementing any defective or inconsistent provision contained in this Indenture or making any other changes in the provisions of this Indenture which the Company and the Trustee may deem necessary or desirable, provided such amendment does not materially and adversely affect the legal rights under this Indenture of the holders of Convertible Notesinconsistency; (bii) providing to provide for the assumption by a successor of the obligations of the Company or a Subsidiary Guarantor under this Indenture, any Security or any Subsidiary Guarantee; (iii) to provide for uncertificated Convertible Notes Securities in addition to or in place of certificated Convertible NotesSecurities; (civ) evidencing the succession of another person to add Guarantees with respect to the Company and providing for the assumption by such successor of the covenants and obligations of the Company thereunder and in the Convertible Notes as permitted by Section 5.01Securities; (dv) providing for conversion rights or repurchase rights of holders of Convertible Notes in to secure the event of consolidation, merger, share exchange or sale of all or substantially all of the assets of the Company as required to comply with Sections 5.01 or 12.06Securities and any Subsidiary Guarantee; (evi) reducing the Conversion Price; (f) evidencing and providing for the acceptance of appointment under this Indenture of to evidence a successor Trustee; (gvii) making to confirm and evidence the release, termination or discharge of any changes that would provide Subsidiary Guarantee or any Lien securing the holders Securities or any Subsidiary Guarantee when such release, termination or discharge is provided for under this Indenture or the Securities; (viii) to add to the covenants of the Convertible Notes with Issuer for the benefit of the Holders or to surrender any additional rights right or benefits power conferred upon the Issuer or any Subsidiary Guarantor; (ix) to provide for or confirm the issuance of Additional Securities; (x) to conform the text of this Indenture, the Securities, any Subsidiary Guarantee or the Escrow Agreement to any provision of the Offering Memorandum contained under the heading “Description of Notes;” (xi) to increase the Minimum Denomination of Securities to equal the U.S. Dollar Equivalent of €1,000 rounded up to the nearest $1,000 (including for purposes of redemption or repurchase of any Security in part); (xii) to make any change that do does not materially adversely affect the legal rights under this Indenture of any such holderHolder; (hxiii) to reopen comply with any requirement of the SEC in connection with any qualification of this Indenture and issue Additional Convertible Notes in accordance with under the provisions of Section 2.02TIA or otherwise; or (ixiv) complying to comply with the requirements rules of the Commission in order to effect or maintain the qualification of the Indenture under the TIAany applicable depositary.

Without the Consent of Holders. The Company Notwithstanding anything to the contrary in Section 8.02, the Company, the Subsidiary Guarantors, the Trustee and the Trustee Collateral Agent (if applicable) may amend or supplement any Notes Documents without the consent of any Holder to: (A) cure any ambiguity or correct any omission, defect or inconsistency in this Indenture or the Convertible Notes without notice Notes; (B) add guarantees with respect to or the consent of any holder of a Convertible Note for the purposes of: (a) curing any ambiguity or correcting or supplementing any defective or inconsistent provision contained in Company’s obligations under this Indenture or making the Notes to the extent such guarantees are contemplated by this Indenture or to confirm and evidence the release, termination or discharge of any guarantee (including any Guarantee) with respect to the Notes when such release, termination or discharge is permitted under this Indenture or the other changes in Notes Documents, as applicable; (C) add additional assets to Collateral to further secure the provisions Notes or any Guarantee or to release Collateral from the Lien of this Indenture which the Company and the Trustee may deem necessary Collateral Documents when permitted or desirable, provided such amendment does not materially and adversely affect required by the legal rights Collateral Documents or this Indenture; (D) add to the Company’s or any Subsidiary Guarantor’s covenants or Events of Default for the benefit of the Holders of all series of Notes or surrender any right or power conferred on the Company; - 116 - (E) provide for the assumption of the Company’s or any Subsidiary Guarantor’s obligations under this Indenture of and the holders of Convertible Notes; (b) providing for uncertificated Convertible Notes in addition to or in place of certificated Convertible Notes; (c) evidencing the succession of another person to the Company and providing for the assumption by such successor of the covenants and obligations of the Company thereunder pursuant to, and in the Convertible Notes compliance with, Article 6 and Article 12, as permitted by applicable; (F) enter into supplemental indentures pursuant to, and in accordance with, Section 5.01; 5.09 in connection with a Common Stock Change Event; (dG) providing for conversion rights irrevocably elect or repurchase rights of holders of Convertible Notes in the event of consolidationeliminate any Conversion Settlement Method or Specified Dollar Amount; provided, mergerhowever, share exchange that no such election or sale of all elimination will affect any Conversion Settlement Method theretofore elected (or substantially all of the assets of the Company as required deemed to comply be elected) with Sections 5.01 respect to any Note pursuant to Section 5.03(A); (H) evidence or 12.06; (e) reducing the Conversion Price; (f) evidencing and providing provide for the acceptance of appointment the appointment, under this Indenture Indenture, of a successor Trustee; , Registrar, Paying Agent, Conversion Agent or Collateral Agent; (gI) making [Reserved]; (J) increase the Conversion Rate as provided in this Indenture; (K) provide for or confirm the issuance of Additional Notes pursuant to Section 2.03(B); (L) comply with any changes that would provide the holders requirement of the Convertible Notes SEC in connection with any additional rights qualification of this Indenture or benefits or any supplemental indenture under the Trust Indenture Act, as then in effect; (M) comply with the Depositary Procedures in a manner that do does not adversely affect the legal rights under of any Holder; or (N) make any other change to this Indenture or any of the Notes Documents that does not, individually or in the aggregate with all other such changes, adversely affect the rights of the Holders of the Notes of any series (other than Holders that have consented to such holder; (h) to reopen this Indenture and issue Additional Convertible Notes in accordance with the provisions of Section 2.02; or (i) complying with the requirements of the Commission in order to effect or maintain the qualification of the Indenture under the TIAchange).

Without the Consent of Holders. The Company and the Trustee may amend or supplement this Indenture or the Convertible Notes without notice to or the consent of any holder of a Convertible Note Holder for the purposes of: (a) curing any ambiguity ambiguity, defect or correcting or supplementing any defective or inconsistent provision contained in this Indenture inconsistency or making any other changes in the provisions of this Indenture which the Company and the Trustee may deem necessary or desirable, provided that such amendment does not materially and adversely affect the legal rights of the Holders under this Indenture of the holders of Convertible NotesIndenture; (b) providing for uncertificated Convertible Notes in addition to or in place of certificated Convertible Notes; (c) evidencing the succession of another person to the Company and providing for the assumption by such successor of the covenants and obligations of the Company thereunder hereunder and in the Convertible Notes as permitted in the circumstances required by Section 5.01; (dc) providing for conversion rights or repurchase rights of holders of Convertible Notes Holders in the event of consolidation, merger, share exchange or sale of all or substantially all of the assets of the Company as required to comply with Sections 5.01 and/or 11.06; (d) in the case of any reclassification, change, consolidation, merger, share exchange or 12.06conveyance to which Section 11.06 applies, modifying the provisions of this Indenture relating to the rights of Holders to repurchase Notes following a Fundamental Change, as provided in Section 4.09; (e) reducing the Conversion Price; (f) evidencing and providing for the acceptance of appointment under this Indenture of a successor Trustee; (g) making any changes change that would provide the holders of the Convertible Notes with any additional rights or benefits to the Holders or that do does not adversely affect the legal rights under this Indenture of any such holderHolder; (h) to reopen this Indenture and issue Additional Convertible Notes in accordance with the provisions of Section 2.02; or (i) complying with the requirements of the Commission in order to effect or maintain the qualification of the Indenture under the TIA; or (i) modifying the restrictions on, and procedures for, resale and other transfers of the Notes or shares of Common Stock issuable upon conversion of the Notes pursuant to law, regulation or practice relating to the resale or transfer of restricted securities generally.

Without the Consent of Holders. The Company and the Trustee may amend this Indenture or the Convertible Notes without notice to or the consent of any holder of a Convertible Note for the purposes of: (a) curing any ambiguity or correcting or supplementing any defective or inconsistent provision contained in this Indenture or making any other changes in the provisions of this Indenture which the Company and the Trustee may deem necessary or desirable, provided PROVIDED such amendment does not materially and adversely affect the legal rights under this the Indenture of the holders of Convertible Notes; (b) providing for uncertificated Convertible Notes in addition to or in place of certificated Convertible Notes; (c) evidencing the succession of another person to the Company and providing for the assumption by such successor of the covenants and obligations of the Company thereunder hereunder and in the Convertible Notes as permitted by Section 5.014.01; (d) providing for conversion rights or and/or repurchase rights of holders of Convertible Notes in the event of consolidation, merger, share exchange or sale of all or substantially all of the assets of the Company as required to comply with Sections 5.01 or 12.064.01 and/or 11.06; (e) reducing the Conversion Price; (f) evidencing and providing for the acceptance of appointment under this Indenture of a successor Trustee; (g) making any changes that would provide the holders of the Convertible Notes with any additional rights or benefits or that do does not adversely affect the legal rights under this Indenture of any such holder; (h) to reopen this Indenture and issue Additional Convertible Notes in accordance with the provisions of Section 2.02; or (ih) complying with the requirements of the Commission in order to effect or maintain the qualification of the Indenture under the TIA.

Without the Consent of Holders. The Notwithstanding anything to the contrary in Section 8.02, the Company and the Trustee may amend or supplement this Indenture or the Convertible Notes without notice to or the consent of any holder of a Convertible Note for the purposes ofHolder to: (aA) curing cure any ambiguity or correcting correct any omission, defect or supplementing any defective or inconsistent provision contained inconsistency in this Indenture or making any other changes in the provisions of this Indenture which the Company and the Trustee may deem necessary or desirable, provided such amendment does not materially and adversely affect the legal rights under this Indenture of the holders of Convertible Notes; (bB) providing for uncertificated Convertible Notes in addition add guarantees with respect to the Company’s obligations under this Indenture or in place of certificated Convertible the Notes; (cC) evidencing secure the succession of another person Notes; (D) add to the Company and providing Company’s covenants or Events of Default for the benefit of the Holders or surrender any right or power conferred on the Company; (E) provide for the assumption by such successor of the covenants Company’s obligations under this Indenture and obligations of the Company thereunder Notes pursuant to, and in the Convertible Notes as permitted by Section 5.01compliance with, Article 6; (dF) providing for conversion rights or repurchase rights of holders of Convertible Notes enter into supplemental indentures pursuant to, and in the event of consolidationaccordance with, merger, share exchange or sale of all or substantially all of the assets of the Company as required to comply Section 5.08 in connection with Sections 5.01 or 12.06a Share Change Event; (eG) reducing the Conversion Price; (f) evidencing and providing evidence or provide for the acceptance of appointment the appointment, under this Indenture Indenture, of a successor Trustee; (gH) making provide for or confirm the issuance of additional Notes pursuant to Section 2.03(B); (I) decrease the Conversion Price; (J) comply with any changes that would provide the holders requirement of the Convertible Notes SEC in connection with any additional rights qualification of this Indenture or benefits or any supplemental indenture under the Trust Indenture Act, as then in effect; (K) comply with the rules of the Depositary in a manner that do does not adversely affect the legal rights under this Indenture of any such holder; (h) to reopen this Indenture and issue Additional Convertible Notes in accordance with the provisions of Section 2.02Holder; or (iL) complying make any other change to this Indenture or the Notes that does not, individually or in the aggregate with all other such changes, adversely affect the requirements rights of the Commission Holders, as such, in order to effect or maintain the qualification of the Indenture under the TIAany material respect.

Without the Consent of Holders. The Company and the Trustee may amend this Indenture or the Convertible Notes without notice to or (a) Without the consent of any holder Holder, the Company, the Trustee, the Collateral Agent (in respect of a Convertible matters set forth in clauses (v), (vi), (vii), (viii), (xii), (xv) or (xvi) of this Section 9.01(a)) and (as applicable) any Subsidiary Guarantor may amend or supplement the Note for the purposes ofDocuments: (ai) curing to cure any ambiguity ambiguity, mistake, omission, defect or correcting or supplementing any defective or inconsistent provision contained in this Indenture or making any other changes in the provisions of this Indenture which the Company and the Trustee may deem necessary or desirable, provided such amendment does not materially and adversely affect the legal rights under this Indenture of the holders of Convertible Notesinconsistency; (bii) providing to provide for the assumption by a successor of the obligations of the Company or a Subsidiary Guarantor under any Note Document; (iii) to provide for uncertificated Convertible Notes in addition to or in place of certificated Convertible Notes; (civ) evidencing the succession of another person to add Guarantees with respect to the Company Notes; (v) to mortgage, pledge, hypothecate or grant any other Lien in favor of the Collateral Agent for its benefit and providing the benefit of the Trustee and the Holders, as additional security for the assumption by such successor payment and performance of all or any portion of the Obligations securing the Notes and the Subsidiary Guarantees, in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a Lien is required to be granted to or for the benefit of the Trustee or the Collateral Agent pursuant to this Indenture, any of the Intercreditor Agreements, the Notes Collateral Documents or otherwise; (vi) to provide for the release of Collateral from the Lien pursuant to the Note Documents when permitted or required by the Note Documents; (vii) to evidence a successor Trustee or Collateral Agent; (viii) to confirm and evidence the release, termination or discharge of any Subsidiary Guarantee when such release, termination or discharge is provided for under this Indenture or the Notes; (ix) to add to the covenants and obligations of the Company thereunder and in for the Convertible Notes as permitted by Section 5.01benefit of the Holders or to surrender any right or power conferred upon the Company or any Subsidiary Guarantor; (dx) providing to provide for conversion rights or repurchase confirm the issuance of Additional Notes in compliance with this Indenture; (xi) to conform the text of the Note Documents to any provision of the Offering Memorandum contained under the heading “Description of Notes”; (xii) to make any change that does not materially adversely affect the rights of holders of Convertible Notes in the event of consolidation, merger, share exchange or sale of all or substantially all of the assets of the Company as required any Holder; (xiii) to comply with Sections 5.01 any requirement of the SEC in connection with any qualification of this Indenture under the TIA or 12.06otherwise; (exiv) reducing to comply with the Conversion Pricerules of any applicable depositary; (fxv) evidencing and providing to the extent necessary to provide for the acceptance granting of appointment a security interest for the benefit of any Person; provided that the granting of such security interest is not prohibited under this Indenture of a successor Trustee; (g) making any changes that would provide the holders of the Convertible Notes with any additional rights or benefits or that do not adversely affect the legal rights under this Indenture of any such holder; (h) to reopen this Indenture and issue Additional Convertible Notes in accordance with the provisions of Section 2.02Indenture; or (ixvi) complying to provide for the accession of any parties to the Notes Collateral Documents (and other amendments that are administrative or ministerial in nature) in connection with the requirements an Incurrence of the Commission in order to effect or maintain the qualification of the Indenture under the TIAadditional Senior-Priority Obligations permitted by this Indenture.

Without the Consent of Holders. The Company and the Trustee may amend or supplement this Indenture or the Convertible Subordinated Notes without notice to or the consent of any holder of a Convertible Subordinated Note for the purposes of: (a) curing any ambiguity or correcting or supplementing any defective or inconsistent provision contained in this Indenture or making any other changes in the provisions of this Indenture which the Company and the Trustee may deem necessary or desirable, provided desirable PROVIDED such amendment does not materially and adversely affect the legal rights under this the Indenture of the holders of Convertible Subordinated Notes;. (b) providing for uncertificated Convertible Subordinated Notes in addition to or in place of certificated Convertible Subordinated Notes; (c) evidencing the succession of another person to the Company and providing for the assumption by such successor of the covenants and obligations of the Company thereunder and in the Convertible Subordinated Notes as permitted by Section 5.015.1; (d) providing for conversion rights or and/or repurchase rights of holders of Convertible Subordinated Notes in the event of consolidation, merger, share exchange merger or sale of all or substantially all of the assets of the Company as required to comply with Sections 5.01 or 12.065.1 and/or 12.6; (e) reducing the Conversion Price; (f) evidencing and providing for the acceptance of appointment under this Indenture of a successor Trustee; (g) making any changes that would provide the holders of the Convertible Subordinated Notes with any additional rights or benefits or that do does not adversely affect the legal rights under this Indenture of any such holder; (h) to reopen this Indenture and issue Additional Convertible Notes in accordance with the provisions of Section 2.02; or (ig) complying with the requirements of the Commission in order to effect or maintain the qualification of the Indenture under the TIA.

Without the Consent of Holders. The Company and the Trustee may amend this Indenture or the Senior Convertible Notes without notice to or the consent of any holder of a Senior Convertible Note for the purposes of: (a) curing any ambiguity or correcting or supplementing any defective or inconsistent provision contained in this Indenture or making any other changes in the provisions of this Indenture which the Company and the Trustee may deem necessary or desirable, desirable provided such amendment does not materially and adversely affect the legal rights under this the Indenture of the holders of Senior Convertible Notes;. (b) providing for uncertificated Senior Convertible Notes in addition to or in place of certificated Senior Convertible Notes; (c) evidencing the succession of another person to the Company and providing for the assumption by such successor of the covenants and obligations of the Company thereunder hereunder and in the Senior Convertible Notes as permitted by Section 5.01; (d) providing for conversion rights or repurchase rights of holders of Senior Convertible Notes in the event of consolidation, merger, share exchange or sale of all or substantially all of the assets of the Company as required to comply with Sections 5.01 or 12.06and/or 11.06; (e) reducing the Conversion Price; (f) evidencing evidence and providing provide for the acceptance of appointment under this Indenture of a successor Trustee; (g) making any changes that would provide the holders of the xx xxx Senior Convertible Notes with any additional rights or benefits or that do does not adversely affect the legal rights under this Indenture of any such holder; (h) to reopen this Indenture and issue Additional Convertible Notes in accordance with the provisions of Section 2.02; or (i) complying with the requirements of the Commission in order to effect or maintain the qualification of the Indenture under the TIA; or (i) modify the restrictions on, and procedures for, resale and other transfers of Common Stock pursuant to law, regulation or practice relating to the resale or transfer of restricted securities generally.

Without the Consent of Holders. The Notwithstanding anything to the contrary in Section 8.02, the Company and the Trustee may amend or supplement this Indenture or the Convertible Notes without notice to or the consent of any holder of a Convertible Note for the purposes ofHolder to: (aA) curing cure any ambiguity or correcting correct any omission, defect or supplementing any defective or inconsistent provision contained inconsistency in this Indenture or making any other changes in the provisions of this Indenture which the Company and the Trustee may deem necessary or desirable, provided such amendment does not materially and adversely affect the legal rights under this Indenture of the holders of Convertible Notes; (bB) providing for uncertificated Convertible Notes in addition add guarantees with respect to the Company’s obligations under this Indenture or in place of certificated Convertible the Notes; (cC) evidencing secure the succession of another person Notes; (D) add to the Company and providing Company’s covenants or Events of Default for the benefit of the Holders or surrender any right or power conferred on the Company; (E) provide for the assumption by such successor of the covenants Company’s obligations under this Indenture and obligations of the Company thereunder Notes pursuant to, and in the Convertible Notes as permitted by Section 5.01compliance with, Article 6; (dF) providing for conversion rights or repurchase rights of holders of Convertible Notes enter into supplemental indentures pursuant to, and in the event of consolidationaccordance with, merger, share exchange or sale of all or substantially all of the assets of the Company as required to comply Section 5.08 in connection with Sections 5.01 or 12.06a Common Stock Change Event; (eG) reducing the Conversion Price; (f) evidencing and providing evidence or provide for the acceptance of appointment the appointment, under this Indenture Indenture, of a successor Trustee; (gH) making any changes that would provide conform the holders provisions of this Indenture and the Notes to the “Description of Notes” section of the Convertible Notes with any additional rights or benefits or that do not adversely affect Company’s preliminary offering memorandum, dated May 19, 2020 as supplemented by the legal rights under this Indenture of any such holderrelated pricing term sheet, dated May 20, 2020; (hI) provide for or confirm the issuance of additional Notes pursuant to reopen Section 2.03(B); (J) make any changes or modifications necessary in connection with the registration of the Notes under the Securities Act pursuant to the Registration Rights Agreement; (K) comply with any requirement of the SEC in connection with any qualification of this Indenture and issue Additional Convertible Notes or any supplemental indenture under the Trust Indenture Act, as then in accordance with the provisions of Section 2.02effect; or (iL) complying make any other change to this Indenture or the Notes that does not, individually or in the aggregate with all other such changes, adversely affect the requirements rights of the Commission Holders, as such, in order to effect any material respect. At the written request of any Holder of a Note or maintain owner of a beneficial interest in a Global Note, the qualification Company will provide a copy of the Indenture under the TIA“Description of Notes” section and pricing term sheet referred to in Section 8.01(H).

Without the Consent of Holders. The Notwithstanding anything to the contrary in Section 8.02, the Company and the Trustee may amend or supplement this Indenture or the Convertible Notes without notice to or the consent of any holder of a Convertible Note for the purposes ofHolder to: (aA) curing any ambiguity or correcting or supplementing any defective or inconsistent provision contained in add guarantees with respect to the Company’s obligations under this Indenture or making the Notes; (B) evidence a successor to the Company and the assumption by that successor of the Company’s obligations under this Indenture and the Notes; (C) add to the Company’s covenants or Events of Default for the benefit of Holders or surrender any other changes right or power conferred on the Company; (D) enter into supplemental indentures pursuant to, and in accordance with, Section 5.09 in connection with a Common Stock Change Event; (E) secure the Company’s obligations in respect of the Notes; (F) evidence or provide for the acceptance of the appointment of a successor Trustee under this Indenture; (G) provide for or confirm the issuance of additional Notes pursuant to this Indenture; (H) comply with any requirement of the SEC in connection with any qualification of this Indenture or any supplemental indenture under the Trust Indenture Act as then in effect; (I) conform the provisions of this Indenture which the Company and the Trustee may deem necessary Notes to the “Description of Notes” Section of the Company’s Preliminary Offering Memorandum, dated March 2, 2022, as supplemented by the related Pricing Term Sheet, dated March 2, 2022; (J) cure any ambiguity or desirablecorrect any omission, provided such amendment does not materially and adversely affect the legal rights under defect or inconsistency in this Indenture of or the holders of Convertible Notes; (bK) providing for uncertificated Convertible Notes in addition irrevocably elect or eliminate any Settlement Method or Specified Dollar Amount; provided, however, that no such election or elimination will affect any settlement method theretofore elected (or deemed to or in place of certificated Convertible Notes;be elected) with respect to any Note pursuant to Section 5.03(A); or (cL) evidencing the succession of another person to the Company and providing for the assumption by such successor of the covenants and obligations of the Company thereunder and in the Convertible Notes as permitted by Section 5.01; (d) providing for conversion rights or repurchase rights of holders of Convertible Notes in the event of consolidation, merger, share exchange or sale of all or substantially all of the assets of the Company as required to comply with Sections 5.01 or 12.06; (e) reducing the Conversion Price; (f) evidencing and providing for the acceptance of appointment under this Indenture of a successor Trustee; (g) making make any changes other change that would provide the holders of the Convertible Notes with any additional rights or benefits or that do does not adversely affect the legal rights under this Indenture of any such holder; (h) to reopen this Indenture and issue Additional Convertible Notes in accordance with the provisions of Section 2.02; or (i) complying with the requirements of the Commission Holders in order to effect or maintain the qualification of the Indenture under the TIAany material respect.

Without the Consent of Holders. The Company Company, the Guarantor and the Trustee may amend this Indenture or the Convertible Notes without notice to or the consent of any holder of a Convertible Note for the purposes of: (a) curing any ambiguity or correcting or supplementing any defective or inconsistent provision contained in this Indenture or making any other changes in the provisions of this Indenture which the Company Company, the Guarantor and the Trustee may deem necessary or desirable, desirable provided such amendment does not materially and adversely affect the legal rights under this the Indenture of the holders of Convertible Notes;. (b) providing for uncertificated Convertible Notes in addition to or in place of certificated Convertible Notes; (c) evidencing the succession of another person to the Company and providing for the assumption by such successor of the covenants and obligations of the Company thereunder hereunder and in the Convertible Notes as permitted by Section 5.018.1; (d) providing for conversion rights or and/or repurchase rights of holders of Convertible Notes in the event of consolidation, merger, share exchange or sale of all or substantially all of the assets of the Company as required to comply with Sections 5.01 or 12.068.1 and/or 14.6; (e) reducing the Conversion Price; (f) evidencing and providing for the acceptance of appointment under this Indenture of a successor Trustee; (g) making any changes that would provide the holders of the Convertible Notes with any additional rights or benefits or that do does not adversely affect the legal rights under this Indenture of any such holder; (h) to reopen this Indenture and issue Additional Convertible Notes in accordance with the provisions of Section 2.02; or (ih) complying with the requirements of the Commission in order to effect or maintain the qualification of the Indenture under the TIA.