Common use of Supplemental Indentures with Consent of Holders Clause in Contracts

Supplemental Indentures with Consent of Holders. With the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Company, the Subsidiary Guarantors and the Trustee, the Company, when authorized by a Board Resolution, the Subsidiary Guarantors, when authorized by their respective Board Resolutions and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby: (1) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security or any other Security which would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502, or change any Place of Payment where, or the coin or currency in which, any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of (a) any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date or in the case of an offer to purchase Securities which has been made pursuant to a covenant contained in this Indenture, on or after the applicable purchase date), or (b) any conversion right with respect to any Security, or modify the provisions of this Indenture with respect to the conversion or subordination of the Securities or the Subsidiary Guarantees, in a manner adverse to the Holders, or release any Subsidiary Guarantee other than as provided in this Indenture; or (2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture; or (3) modify any of the provisions of this Section, Section 513 or Section 1009, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby; provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section and Section 1009, or the deletion of this proviso, in accordance with the requirements of Sections 611 and 901(8); or (4) following the making of an offer to purchase Securities from any Holder which has been made pursuant to a covenant contained in this Indenture, modify the provisions of this Indenture with respect to such offer to purchase in a manner adverse to such Holder. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. After a supplemental indenture under this Section 902 requiring the consent of the Holders of any series of Debt Securities is approved, the Company shall mail to Holders of that series of Debt Securities a notice briefly describing any amendment or supplement hereto effected by such supplemental indenture. The failure to give such notice to any such Holders, or any defect therein, shall not impair or affect the validity of any amendment or supplement hereto effected by such supplemental indenture with respect to other Holders.

Supplemental Indentures with Consent of Holders. With the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Company, the Subsidiary Guarantors and the Trustee, the Company, when authorized by a Board Resolution, the Subsidiary Guarantors, when authorized by their respective Board Resolutions and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby: (1) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security or any other Security which would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502, or change any Place of Payment where, or the coin or currency in which, any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of (a) any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date or in the case of an offer to purchase Securities which has been made pursuant to a covenant contained in this Indenture, on or after the applicable purchase date), ) or (b) any conversion right with respect to any Security, or modify the provisions of this Indenture with respect to the conversion or subordination of the Securities or the Subsidiary GuaranteesSecurities, in a manner adverse to the Holders, or release any Subsidiary Guarantee other than as provided in this Indenture; or (2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture; or (3) modify any of the provisions of this Section, Section 513 or Section 1009, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby; provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section and Section 1009, or the deletion of this proviso, in accordance with the requirements of Sections 611 and 901(8); or (4) following the making of an offer to purchase Securities from any Holder which has been made pursuant to a covenant contained in this Indenture, modify the provisions of this Indenture with respect to such offer to purchase in a manner adverse to such Holder. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. After a supplemental indenture under this Section 902 requiring the consent of the Holders of any series of Debt Securities is approved, the Company shall mail to Holders of that series of Debt Securities a notice briefly describing any amendment or supplement hereto effected by such supplemental indenture. The failure to give such notice to any such Holders, or any defect therein, shall not impair or affect the validity of any amendment or supplement hereto effected by such supplemental indenture with respect to other Holders.

Supplemental Indentures with Consent of Holders. With (a) The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies and with the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities Amount of the Recovery Bonds of each series affected by such supplemental indentureTranche to be adversely affected, by Act of said such Holders delivered to the Company, the Subsidiary Guarantors Issuer and the Indenture Trustee, the Company, when authorized by a Board Resolution, the Subsidiary Guarantors, when authorized by their respective Board Resolutions and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to to, or changing in any manner or eliminating any of the provisions of of, this Indenture or of modifying in any manner the rights of the Holders of Securities of such series the Recovery Bonds under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security Recovery Bond of each Tranche affected thereby: (1i) change the Stated Maturity date of the principal of, or payment of any installment of principal of or premium, if any, or interest on, on any SecurityRecovery Bond of such Tranche, or reduce the principal amount thereof thereof, the interest rate thereon or premium, if any, with respect thereto, change the provisions of this Indenture and the Series Supplement relating to the application of collections on, or the rate proceeds of interest thereon the sale of, the Recovery Bond Collateral to payment of principal of or any premium payable upon the redemption thereofpremium, if any, or reduce interest on the amount of the principal of an Original Issue Discount Security or any other Security which would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502Recovery Bonds, or change any Place place of Payment payment where, or the coin or currency in which, any Security Recovery Bond or any premium or the interest thereon is payable, or impair the right to institute suit for the enforcement of (a) any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date or in the case of an offer to purchase Securities which has been made pursuant to a covenant contained in this Indenture, on or after the applicable purchase date), or (b) any conversion right with respect to any Security, or modify the provisions of this Indenture with respect to the conversion or subordination of the Securities or the Subsidiary Guarantees, in a manner adverse to the Holders, or release any Subsidiary Guarantee other than as provided in this Indenture; or; (2ii) reduce the percentage in principal amount of the Outstanding Securities Amount of any seriesthe Recovery Bonds or of a Tranche thereof, the consent of whose the Holders of which is required for any such supplemental indenture, or the consent of whose the Holders of which is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) consequences provided for in this Indenture; or; (3iii) reduce the percentage of the Outstanding Amount of the Recovery Bonds required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Recovery Bond Collateral pursuant to Section 5.04; (iv) modify any of the provisions provision of this Section, Section 513 or Section 1009, 9.02 except to increase any such percentage specified herein or to provide that certain other those provisions of this Indenture or the other Basic Documents referenced in this Section 9.02 cannot be modified or waived without the consent of the Holder of each Outstanding Security Recovery Bond affected thereby; provided, however, that ; (v) modify any of the provisions of this clause shall not be deemed Indenture in such manner as to require affect the consent calculation of the amount of any Holder with respect payment of interest, principal or premium, if any, due on any Recovery Bond on any Payment Date (including the calculation of any of the individual components of such calculation) or change the Expected Amortization Schedule or Final Maturity Date of any Tranche of Recovery Bonds; (vi) decrease the Required Capital Level; (vii) permit the creation of any Lien ranking prior to changes in the references to “the Trustee” and concomitant changes in this Section and Section 1009, or the deletion of this proviso, in accordance on a parity with the requirements of Sections 611 and 901(8); or (4) following the making of an offer to purchase Securities from any Holder which has been made pursuant to a covenant contained in this Indenture, modify the provisions Lien of this Indenture with respect to such offer to purchase in a manner adverse to such Holder. A supplemental indenture which changes any part of the Recovery Bond Collateral or, except as otherwise permitted or eliminates any covenant or other provision contemplated herein, terminate the Lien of this Indenture which has expressly been included solely on any property at any time subject hereto or deprive the Holder of any Recovery Bond of the security provided by the Lien of this Indenture; (viii) cause any material adverse federal income tax consequence to the Seller, the Issuer, the Managers, the Indenture Trustee or the then existing Holders; or (ix) impair the right to institute suit for the benefit of one or more particular series of Securities, or which modifies the rights enforcement of the Holders provisions of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture regarding payment or application of the Holders of Securities of any other series. funds. (b) It shall not be necessary for any Act of Holders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. After a . (c) Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture under pursuant to this Section 902 requiring 9.02, the consent Issuer shall mail to the Rating Agencies a copy of such supplemental indenture and to the Holders of any series the Recovery Bonds to which such supplemental indenture relates either a copy of Debt Securities is approved, the Company shall mail to Holders of that series of Debt Securities such supplemental indenture or a notice briefly describing any amendment or supplement hereto effected by setting forth in general terms the substance of such supplemental indenture. The Any failure of the Issuer to give mail such notice to any such Holdersnotice, or any defect therein, shall not not, however, in any way impair or affect the validity of any amendment or supplement hereto effected by such supplemental indenture with respect to other Holdersindenture.

Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Section 8.01) of the Holders holders of not less than a majority in aggregate principal amount of the Outstanding Securities of each all series at the time Outstanding affected by such supplemental indenture, by Act of said Holders delivered to the Company, the Subsidiary Guarantors and the Trusteeindenture (voting as one class), the Company, when authorized by a Board Resolution, the Subsidiary Guarantors, when authorized by their respective Board Resolutions and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders holders of the Securities of such series and any related coupons under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby: shall (1) change extend the Stated Maturity fixed maturity of the principal of, or any installment of principal of or interest on, any SecuritySecurities, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereofpremium, if any, or reduce the amount rate or extend the time of payment of interest thereon, without the consent of the principal holder of an Original Issue Discount each Security or any other Security which would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502so affected, or change any Place of Payment where, or the coin or currency in which, any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of (a) any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date or in the case of an offer to purchase Securities which has been made pursuant to a covenant contained in this Indenture, on or after the applicable purchase date), or (b) any conversion right with respect to any Security, or modify the provisions of this Indenture with respect to the conversion or subordination of the Securities or the Subsidiary Guarantees, in a manner adverse to the Holders, or release any Subsidiary Guarantee other than as provided in this Indenture; or (2) reduce the aforesaid percentage in principal amount of the Outstanding Securities of any seriesSecurities, the consent of whose Holders the holders of which is required for any such supplemental indenture, or without the consent of whose Holders is required for any waiver (the holders of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture; or all Securities then Outstanding, (3) modify the subordination provisions in a manner adverse to the holders of such Securities, or (4) modify any of the provisions above provisions. Upon the request of this Sectionthe Company, Section 513 accompanied by a copy of a Board Resolution certified by the Secretary or Section 1009, except to increase an Assistant Secretary of the Company authorizing the execution of any such percentage or to provide that certain other provisions supplemental indenture, and upon the filing with the Trustee of this Indenture cannot be modified or waived without evidence of the consent of securityholders as aforesaid, the Holder Trustee shall join with the Company in the execution of each Outstanding Security affected thereby; providedsuch supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, howeverduties or immunities under this Indenture or otherwise, that this clause in which case the Trustee may in its discretion, but shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section and Section 1009obligated to, or the deletion of this proviso, in accordance with the requirements of Sections 611 and 901(8); or (4) following the making of an offer to purchase Securities from any Holder which has been made pursuant to a covenant contained in this Indenture, modify the provisions of this Indenture with respect to enter into such offer to purchase in a manner adverse to such Holder. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other seriesindenture. It shall not be necessary for any Act the consent of Holders the securityholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act consent shall approve the substance thereof. After a Promptly after the execution by the Company and the Trustee of any supplemental indenture under pursuant to the provisions of this Section 902 requiring the consent of the Holders of any series of Debt Securities is approvedArticle 10, the Company shall mail provide notice, in the manner and to Holders the extent provided in Section 15.04, setting forth in general terms the substance of that series of Debt Securities a notice briefly describing any amendment or supplement hereto effected by such supplemental indenture, to all holders of Securities of each series so affected. The Any failure of the Company so to give provide such notice to any such Holdersnotice, or any defect therein, shall not not, however, in any way impair or affect the validity of any amendment or supplement hereto effected by such supplemental indenture with respect to other Holdersindenture.

Supplemental Indentures with Consent of Holders. With the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities (irrespective of each series series) affected by such supplemental indenture, by Act of said Holders delivered to the Company, the Subsidiary Guarantors Parent Guarantor and the Trustee, the Company, when authorized by a Board Resolution, the Parent Guarantor, the Subsidiary Guarantors, when authorized by their respective Board Resolutions Guarantors party hereto from time to time and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby:, (1) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security or any other Security which would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502, or change any Place of Payment where, or the coin or currency in which, which any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of (a) any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date or in the case of an offer to purchase Securities which has been made pursuant to a covenant contained in this Indenture, on or after the applicable purchase dateDate), or (b) any conversion right with respect change the Company’s or a Guarantor’s obligation to any Securitypay Additional Amounts, or modify the provisions of this Indenture with respect to the conversion or subordination of the Securities or the Subsidiary Guarantees, change in a any manner adverse to the Holdersinterests of the Holders the terms and provisions of the Guarantees in respect of the due and punctual payment of principal amount of the Securities then Outstanding plus accrued and unpaid interest (and all Additional Amounts, or release any Subsidiary Guarantee other than as provided in this Indenture; orif any); (2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, indenture or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture; or (3) modify any of the provisions of this Section, Section 513 or Section 1009, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby; provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section and Section 1009, or the deletion of this proviso, in accordance with the requirements of Sections 611 and 901(8); or (4) following the making of an offer to purchase Securities from any Holder which has been made pursuant to a covenant contained in this Indenture, modify the provisions of this Indenture with respect to such offer to purchase in a manner adverse to such Holder. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. After a supplemental indenture under Any amendment, modification or alteration authorized pursuant to Section 901 shall not be subject to this Section 902 requiring the consent of the Holders of any series of Debt Securities is approved, the Company shall mail to Holders of that series of Debt Securities a notice briefly describing any amendment or supplement hereto effected by such supplemental indenture. The failure to give such notice to any such Holders, or any defect therein, shall not impair or affect the validity of any amendment or supplement hereto effected by such supplemental indenture with respect to other Holders902.

Supplemental Indentures with Consent of Holders. With the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Company, the Subsidiary Guarantors and the Trustee, the Company, when authorized by a Board Resolution, the Subsidiary Guarantors, when authorized by their respective Board Resolutions and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby: (1) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security or any other Security which would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5025.02, or change any Place of Payment where, or the coin or currency in which, any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of (a) any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date or in the case of an offer to purchase Securities which has been made pursuant to a covenant contained in this Indenture, on or after the applicable purchase date), Date) or (b) any conversion right with respect to any Security, or modify the provisions of this Indenture with respect to the conversion or subordination of the Securities or the Subsidiary GuaranteesSecurities, in a manner adverse to the Holders, or release any Subsidiary Guarantee other than as provided in this Indenture; or (2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture; or (3) modify any of the provisions of this Section, Section 513 5.13 or Section 100910.06, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby; provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section 5.13 and Section 100910.06, or the deletion of this proviso, in accordance with the requirements of Sections 611 6.11 and 901(89.01(8); or (4) following the making of an offer to purchase Securities from modify any Holder which has been made pursuant to a covenant contained in this Indenture, modify the provisions of this Indenture conversion ratio or otherwise impair conversion rights with respect to such offer to purchase in a manner adverse Outstanding Securities, if any, except as expressly permitted by the terms of such Outstanding Securities; or (5) modify any redemption provisions applicable to such HolderOutstanding Securities; or (6) directly or indirectly release any of the collateral or securities interest or guarantee in respect of such Outstanding Securities, except as expressly permitted by the terms of such Outstanding Securities; or (7) directly or indirectly release any guarantee in respect of such Outstanding Securities, except as expressly permitted by the terms of such Outstanding Securities; or (8) change any obligations to pay additional amounts provided in the terms of such Outstanding Securities. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. After a supplemental indenture under this Section 902 requiring the consent of the Holders of any series of Debt Securities is approved, the Company shall mail to Holders of that series of Debt Securities a notice briefly describing any amendment or supplement hereto effected by such supplemental indenture. The failure to give such notice to any such Holders, or any defect therein, shall not impair or affect the validity of any amendment or supplement hereto effected by such supplemental indenture with respect to other Holders.

Supplemental Indentures with Consent of Holders. With Except as may otherwise be provided pursuant to Section 301 for all or any specific Securities of any series or Guarantees thereof, with the consent of the Holders of not less than a majority in principal amount (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Securities) of the Outstanding Securities of each all series affected by such supplemental indentureindenture (considered together as one class for this purpose and such affected Securities potentially being Securities of the same or different series and, with respect to any series, potentially comprising fewer than all the Securities of such series), by Act of said Holders delivered to the Company, the Subsidiary Guarantors Issuers and the Trustee, the CompanyIssuers, when authorized by a Board ResolutionResolution of each Issuer, each of the Subsidiary Guarantors, Guarantors when authorized by their respective a Guarantor’s Board Resolutions Resolution of such Guarantor, and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities of such series under this IndentureIndenture or any Guarantees of such Securities; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby:thereby (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Securities), (1) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security or any other Security which would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502, or permit an Issuer to redeem any Security if, absent such supplemental indenture, such Issuer would not be permitted to do so, or change any Place of Payment where, or the coin or currency in which, any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of (a) any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date or in the case of an offer to purchase Securities which has been made pursuant to a covenant contained in this Indenture, on or after the applicable purchase dateDate), or (b) any conversion right with respect to any Security, or modify the provisions of this Indenture with respect to the conversion or subordination of the Securities or the Subsidiary Guarantees, in a manner adverse to the Holders, or release any Subsidiary Guarantee other than as provided in this Indenture; or (2) if any Security provides that the Holder may require the Issuers to repurchase or convert such Security, impair such Holder’s right to require repurchase or conversion of such Security on the terms provided therein, or (3) reduce the percentage in principal amount of the Outstanding Securities of any one or more series (considered separately or together as one class, as applicable, and whether comprising the same or different series or less than all the Securities of a series), the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture, or (4) if any Security is guaranteed by the Guarantee of any Grantor, release such Guarantor from any of its obligations under such Guarantee except in accordance with the terms of this Indenture; or (35) modify any of the provisions of this Section, Section 513 or Section 10091006, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby; provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section and Section 10091006, or the deletion of this proviso, in accordance with the requirements of Sections 611 and 901(8); or (4) following the making of an offer to purchase Securities from any Holder which has been made pursuant to a covenant contained in this Indenture, modify the provisions of this Indenture with respect to such offer to purchase in a manner adverse to such Holder. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular Securities or series of Securities, or which modifies the rights of the Holders of such Securities of such or series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of any other Securities or of any other series, as applicable. It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. After a A consent to any indenture supplemental indenture under this Section 902 requiring the consent of the Holders hereto by or on behalf of any series Holder of Debt Securities is approvedgiven in connection with a purchase of, the Company shall mail to Holders of that series of Debt or tender or exchange offer for, such Holder’s Securities a notice briefly describing any amendment or supplement hereto effected will not be rendered invalid by such supplemental indenture. The failure to give such notice to any such Holderspurchase, tender or any defect therein, shall not impair or affect the validity of any amendment or supplement hereto effected by such supplemental indenture with respect to other Holdersexchange.

Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Section 8.01) of the Holders holders of not less than a majority in aggregate principal amount of the Outstanding Securities of each all series at the time Outstanding affected by such supplemental indenture, by Act of said Holders delivered to the Company, the Subsidiary Guarantors and the Trusteeindenture (voting as one class), the Company, when authorized by a Board Resolution, the Subsidiary Guarantors, when authorized by their respective Board Resolutions and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders holders of the Securities of such series under this Indenture; provided, however, that no such supplemental indenture shall, without shall (a) extend the consent fixed maturity of the Holder of each Outstanding Security affected thereby: (1) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any SecuritySecurities, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereofpremium, if any, or reduce the amount rate or extend the time of payment of interest thereon, without the consent of the principal holder of an Original Issue Discount each Security or any other Security which would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502so affected, or change any Place of Payment where, or the coin or currency in which, any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of (a) any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date or in the case of an offer to purchase Securities which has been made pursuant to a covenant contained in this Indenture, on or after the applicable purchase date), or (b) any conversion right with respect to any Security, or modify the provisions of this Indenture with respect to the conversion or subordination of the Securities or the Subsidiary Guarantees, in a manner adverse to the Holders, or release any Subsidiary Guarantee other than as provided in this Indenture; or (2) reduce the aforesaid percentage in principal amount of the Outstanding Securities of any seriesSecurities, the consent of whose Holders the holders of which is required for any such supplemental indenture, or without the consent of whose Holders is required for any waiver the holders of all Securities then Outstanding, (c) modify the subordination provisions in a manner adverse to the holders of compliance with certain provisions of this Indenture such Securities, or certain defaults hereunder and their consequences) provided for in this Indenture; or (3d) modify any of the provisions above provisions. Upon the request of this Sectionthe Company, Section 513 accompanied by a copy of a Board Resolution certified by the Secretary or Section 1009, except to increase an Assistant Secretary of the Company authorizing the execution of any such percentage or to provide that certain other provisions supplemental indenture, and upon the filing with the Trustee of this Indenture cannot be modified or waived without evidence of the consent of securityholders as aforesaid, the Holder Trustee shall join with the Company in the execution of each Outstanding Security affected thereby; providedsuch supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, howeverduties or immunities under this Indenture or otherwise, that this clause in which case the Trustee may in its discretion, but shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section and Section 1009obligated to, or the deletion of this proviso, in accordance with the requirements of Sections 611 and 901(8); or (4) following the making of an offer to purchase Securities from any Holder which has been made pursuant to a covenant contained in this Indenture, modify the provisions of this Indenture with respect to enter into such offer to purchase in a manner adverse to such Holder. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other seriesindenture. It shall not be necessary for any Act the consent of Holders the securityholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act consent shall approve the substance thereof. After a Promptly after the execution by the Company and the Trustee of any supplemental indenture under pursuant to the provisions of this Section 902 requiring the consent of the Holders of any series of Debt Securities is approvedArticle 10, the Company shall mail provide notice, in the manner and to Holders the extent provided in Section 15.04, setting forth in general terms the substance of that series of Debt Securities a notice briefly describing any amendment or supplement hereto effected by such supplemental indenture, to all holders of Securities of each series so affected. The Any failure of the Company so to give provide such notice to any such Holdersnotice, or any defect therein, shall not not, however, in any way impair or affect the validity of any amendment or supplement hereto effected by such supplemental indenture with respect to other Holdersindenture.

Supplemental Indentures with Consent of Holders. With the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Company, the Subsidiary Guarantors and the Trustee, the Company, when authorized by a Board Resolution, the Subsidiary Guarantors, when authorized by their respective Board Resolutions and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby: (1) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security or any other Security which would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502, or change any Place of Payment where, or the coin or currency in which, any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of (a) any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date or in the case of an offer to purchase Securities which has been made pursuant to a covenant contained in this Indenture, on or after the applicable purchase date), ) or (b) any conversion right with respect to any Security, or modify the provisions of this Indenture with respect to the conversion or subordination of the Securities or the Subsidiary GuaranteesSecurities, in a manner adverse to the Holders, or release any Subsidiary Guarantee other than as provided in this Indenture; or (2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture; or (3) modify any of the provisions of this Section, Section 513 or Section 1009, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby; provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section and Section 1009, or the deletion of this proviso, in accordance with the requirements of Sections Section 611 and Section 901(8); or (4) following the making of an offer to purchase Securities from any Holder which has been made pursuant to a covenant contained in this Indenture, modify the provisions of this Indenture with respect to such offer to purchase in a manner adverse to such Holder. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. After a supplemental indenture under this Section 902 requiring the consent of the Holders of any series of Debt Securities is approved, the Company shall mail to Holders of that series of Debt Securities a notice briefly describing any amendment or supplement hereto effected by such supplemental indenture. The failure to give such notice to any such Holders, or any defect therein, shall not impair or affect the validity of any amendment or supplement hereto effected by such supplemental indenture with respect to other Holders.

Supplemental Indentures with Consent of Holders. (a) With the consent of the Holders of not less than a majority in principal amount of the all Outstanding Securities of each series affected by such supplemental indenture, with each series voting separately, by Act of said Holders delivered to the Company, the Subsidiary Guarantors Company and the Trustee, the Company, when authorized by or pursuant to a Board Resolution, the Subsidiary Guarantors, when authorized by their respective Board Resolutions and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture which affects such series of Securities or of modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, howeverthat, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security of such series affected thereby: (1) change the Stated Maturity of the principal ofof (or premium, if any, on) or any installment of principal of or interest on, any Security, subject to the provisions of Section 308; or reduce the principal amount thereof (or premium, if any) or the rate of interest thereon (or change the manner of calculation of interest), thereon, or any Additional Amounts with respect thereto, or any premium payable upon the redemption thereof, or change any obligation of the Company to pay Additional Amounts pursuant to Section 1005 (except as contemplated by Subsection 801(a) and permitted by Subsection 901(a)), or reduce the amount of the principal of an Original Issue Discount Security or any other Indexed Security which that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502502 or the amount thereof provable in bankruptcy pursuant to Section 504, or adversely affect any right of repayment at the option of the Holder of any Security, or change any Place of Payment where, or the coin or currency Currency in which, any Security or any premium or interest or Additional Amount thereon is payable, or impair the right to institute suit for the enforcement of (a) any such payment on or after the Stated Maturity thereof (or, in the case of redemptionredemption or repayment at the option of the Holder, on or after the Redemption Date or in the Repayment Date, as the case of an offer to purchase Securities which has been made pursuant to a covenant contained in this Indenture, on or after the applicable purchase datemay be), or (b) adversely affect any conversion right with respect to convert or exchange any SecuritySecurity as may be provided pursuant to Section 301 herein, or modify the provisions of this Indenture with respect to the conversion or subordination of the Securities or the Subsidiary Guarantees, in a manner adverse to the Holders, or release any Subsidiary Guarantee other than as provided in this Indenture; or (2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver with respect to such series (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture; , or reduce the requirements of Section 1504 for quorum or voting, or (3) modify any of the provisions of this Section, Section 513 514 or Section 10091007, except to increase any such percentage or to provide that certain other provisions of this Indenture that affect such series cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby; provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section and Section 1009, or the deletion of this proviso, in accordance with the requirements of Sections 611 and 901(8); or (4) following cause the making Securities to be expressly subordinated to other indebtedness of an offer the Company. (b) It shall not be necessary for any Act of Holders under this Section to purchase Securities from approve the particular form of any Holder which has been made pursuant to a covenant contained in this Indentureproposed supplemental indenture, modify but it shall be sufficient if such Act shall approve the provisions of this Indenture with respect to such offer to purchase in a manner adverse to such Holder. substance thereof. (c) A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. It . (d) The Company may, but shall not be necessary obligated to, fix a record date for the purpose of determining the Persons entitled to consent to any Act indenture supplemental hereto. If a record date is fixed, the Holders at the close of Holders under this Section Business on such record date, or their duly designated proxies, and only such Persons, shall be entitled to approve the particular form of any proposed consent to such supplemental indenture, but it whether or not such Holders remain Holders after such record date; provided that unless such consent shall be sufficient if such Act shall approve the substance thereof. After a supplemental indenture under this Section 902 requiring the consent have become effective by virtue of the Holders of any series of Debt Securities requisite percentage having been obtained prior to the date which is approved90 days after such record date, the Company shall mail to Holders of that series of Debt Securities a notice briefly describing any amendment or supplement hereto effected by such supplemental indenture. The failure to give such notice to any such Holders, or consent previously given shall automatically and without further action by any defect therein, shall not impair or affect the validity Holder be cancelled and of any amendment or supplement hereto effected by such supplemental indenture with respect to other Holdersno further effect.

Supplemental Indentures with Consent of Holders. With the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Company, the Subsidiary Guarantors and the Trustee, the Company, when authorized by a Board Resolution, the Subsidiary Guarantors, when authorized by their respective Board Resolutions and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby: (1) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security or any other Security which would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502, or change any Place of Payment where, or the coin or currency in which, any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of (a) any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date or in the case of an offer to purchase Securities which has been made pursuant to a covenant contained in this Indenture, on or after the applicable purchase date), or (b) any conversion right with respect to any Security, or modify the provisions of this Indenture with respect to the conversion or subordination of the Securities or the Subsidiary Guarantees, in a manner adverse to the Holders, or release any Subsidiary Guarantee other than as provided in this Indenture; or (2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture; or (3) modify any of the provisions of this Section, Section 513 or Section 1009, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby; provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section and Section 1009, or the deletion of this proviso, in accordance with the requirements of Sections 611 and 901(8); or (4) following the making of an offer to purchase Securities from any Holder which has been made pursuant to a covenant contained in this Indenture, modify the provisions of this Indenture with respect to such offer to purchase in a manner adverse to such Holder. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. After a supplemental indenture under this Section 902 requiring the consent of the Holders of any series of Debt Securities is approved, the Company shall mail to Holders of that series of Debt Securities a notice briefly describing any amendment or supplement hereto effected by such supplemental indenture. The failure to give such notice to any such Holders, or any defect therein, shall not impair or affect the validity of any amendment or supplement hereto effected by such supplemental indenture with respect to other Holders.

Supplemental Indentures with Consent of Holders. With the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Company, the Subsidiary Guarantors and the Trustee, the Company, when authorized by a Board Resolution, the Subsidiary Guarantors, when authorized by their respective Board Resolutions Resolutions, and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby: (1) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security or any other Security which would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5025.02, or change any Place of Payment where, or the coin or currency in which, any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of (a) any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date or in the case of an offer to purchase Securities which has been made pursuant to a covenant contained in this Indenture, on or after the applicable purchase date), ) or (b) any conversion right with respect to any Security, or modify the provisions of this Indenture with respect to the conversion or subordination of the Securities or the Subsidiary Guarantees, in a manner adverse to the Holders, or release any Subsidiary Guarantee other than as provided in this Indenture; or (2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture; or (3) modify any of the provisions of this Section, Section 513 5.13 or Section 100910.09, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby; provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section and Section 100910.09, or the deletion of this proviso, in accordance with the requirements of Sections 611 6.11 and 901(89.01(8); or (4) following the making of an offer to purchase Securities from any Holder which has been made pursuant to a covenant contained in this Indenture, modify the provisions of this Indenture with respect to such offer to purchase in a manner adverse to such Holder. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. After a supplemental indenture under this Section 902 9.02 requiring the consent of the Holders of any series of Debt Securities is approved, the Company shall mail to Holders of that series of Debt Securities a notice briefly describing any amendment or supplement hereto effected by such supplemental indenture. The failure to give such notice to any such Holders, or any defect therein, shall not impair or affect the validity of any amendment or supplement hereto effected by such supplemental indenture with respect to other Holders.

Supplemental Indentures with Consent of Holders. With the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Company, the Subsidiary Guarantors and the Trustee, the Company, when authorized by a Board Resolution, the Subsidiary Guarantors, when authorized by their respective Board Resolutions and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby: (1) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security or any other Security which would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502, or change any Place of Payment where, or the coin or currency in which, any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of (a) any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date or in the case of an offer to purchase Securities which has been made pursuant to a covenant contained in this Indenture, on or after the applicable purchase date), ) or (b) any conversion right with respect to any Security, or modify the provisions of this Indenture with respect to the conversion or subordination of the Securities or the Subsidiary GuaranteesSecurities, in a manner adverse to the Holders, or release any Subsidiary Guarantee other than as provided in this Indenture; or (2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture; or (3) modify any of the provisions of this Section, Section 513 or Section 1009, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby; provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section and Section 1009, or the deletion of this proviso, in accordance with the requirements of Sections 611 and 901(8); or (4) following the making of an offer to purchase Securities from any Holder which has been made pursuant to a covenant contained in this Indenture, modify the provisions of this Indenture with respect to such offer to purchase in a manner adverse to such Holder. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. After a supplemental indenture under this Section 902 requiring the consent of the Holders of any series of Debt Securities is approved, the Company shall mail to Holders of that series of Debt Securities a notice briefly describing any amendment or supplement hereto effected by such supplemental indenture. The failure to give such notice to any such Holders, or any defect therein, shall not impair or affect the validity of any amendment or supplement hereto effected by such supplemental indenture with respect to other Holders.

Supplemental Indentures with Consent of Holders. With the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Company, the Subsidiary Guarantors and the Trustee, the Company, when authorized by a Board Resolution, the Subsidiary Guarantors, when authorized by their respective Board Resolutions Resolutions, and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby: (1) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security or any other Security which would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5025.02, or change any Place of Payment where, or the coin or currency in which, any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of (a) any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date or in the case of an offer to purchase Securities which has been made pursuant to a covenant contained in this Indenture, on or after the applicable purchase date), ) or (b) any conversion right with respect to any Security, or modify the provisions of this Indenture with respect to the conversion or subordination of the Securities or the Subsidiary GuaranteesSecurities, in a manner adverse to the Holders, or release any Subsidiary Guarantee other than as provided in this Indenture; or (2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture; or (3) modify any of the provisions of this Section, Section 513 5.13 or Section 100910.09, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby; provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section and Section 100910.09, or the deletion of this proviso, in accordance with the requirements of Sections 611 6.11 and 901(89.01(8); or (4) following the making of an offer to purchase Securities from any Holder which has been made pursuant to a covenant contained in this Indenture, modify the provisions of this Indenture with respect to such offer to purchase in a manner adverse to such Holder. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. After a supplemental indenture under this Section 902 9.02 requiring the consent of the Holders of any series of Debt Securities is approved, the Company shall mail to Holders of that series of Debt Securities a notice briefly describing any amendment or supplement hereto effected by such supplemental indenture. The failure to give such notice to any such Holders, or any defect therein, shall not impair or affect the validity of any amendment or supplement hereto effected by such supplemental indenture with respect to other Holders.

Supplemental Indentures with Consent of Holders. With the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Company, the Subsidiary Guarantors and the Trustee, the Company, when authorized by a Board Resolution, the Subsidiary Guarantors, when authorized by their respective Board Resolutions Resolutions, and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby: (1) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security or any other Security which would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502, or change any Place of Payment where, or the coin or currency in which, any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of (a) any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date or in the case of an offer to purchase Securities which has been made pursuant to a covenant contained in this Indenture, on or after the applicable purchase date), ) or (b) any conversion right with respect to any Security, or modify the provisions of this Indenture with respect to the conversion or subordination of the Securities or the Subsidiary Guarantees, in a manner adverse to the Holders, or release any Subsidiary Guarantee other than as provided in this Indenture; or (2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture; or (3) modify any of the provisions of this Section, Section 513 or Section 1009, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby; provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section and Section 1009, or the deletion of this proviso, in accordance with the requirements of Sections 611 and 901(8); or (4) following the making of an offer to purchase Securities from any Holder which has been made pursuant to a covenant contained in this Indenture, modify the provisions of this Indenture with respect to such offer to purchase in a manner adverse to such Holder. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. After a supplemental indenture under this Section 902 requiring the consent of the Holders of any series of Debt Securities is approved, the Company shall mail to Holders of that series of Debt Securities a notice briefly describing any amendment or supplement hereto effected by such supplemental indenture. The failure to give such notice to any such Holders, or any defect therein, shall not impair or affect the validity of any amendment or supplement hereto effected by such supplemental indenture with respect to other Holders. SECTION 903. Execution of Supplemental Indentures. In executing, or accepting the additional trusts created by, any supplemental indenture permitted by this Article or the modifications thereby of the trusts created by this Indenture, the Trustee shall be entitled to receive, and (subject to Section 601) shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted by this Indenture. The Trustee may, but shall not be obligated to, enter into any such supplemental indenture which affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise.

Supplemental Indentures with Consent of Holders. With the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Company, the Subsidiary Guarantors and the Trustee, the Company, when authorized by a Board Resolution, the Subsidiary Guarantors, when authorized by their respective Board Resolutions and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby: (1) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security or any other Security which would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502, or change any Place of Payment where, or the coin or currency in which, any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of (a) any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date or in the case of an offer to purchase Securities which has been made pursuant to a covenant contained in this Indenture, on or after the applicable purchase date), ) or (b) any conversion right with respect to any Security, or modify the provisions of this Indenture with respect to the conversion or subordination of the Securities or the Subsidiary GuaranteesSecurities, in a manner adverse to the Holders, or release any Subsidiary Guarantee other than as provided in this Indenture; or (2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture; or (3) modify any of the provisions of this Section, Section 513 or Section 1009, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby; provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “"the Trustee” " and concomitant changes in this Section and Section 1009, or the deletion of this proviso, in accordance with the requirements of Sections 611 and 901(8); or (4) following the making of an offer to purchase Securities from any Holder which has been made pursuant to a covenant contained in this Indenture, modify the provisions of this Indenture with respect to such offer to purchase in a manner adverse to such Holder. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. After a supplemental indenture under this Section 902 requiring the consent of the Holders of any series of Debt Securities is approved, the Company shall mail to Holders of that series of Debt Securities a notice briefly describing any amendment or supplement hereto effected by such supplemental indenture. The failure to give such notice to any such Holders, or any defect therein, shall not impair or affect the validity of any amendment or supplement hereto effected by such supplemental indenture with respect to other Holders.

Supplemental Indentures with Consent of Holders. With the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Company, the Subsidiary Guarantors Guarantor and the Trustee, the Company, Company when authorized by a Board Resolution, and the Subsidiary Guarantors, when authorized by their respective Board Resolutions Guarantor and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of execution thereof) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of Securities of such series under this Indenture; Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby: shall (1i) change the Stated Maturity of the principal ofof (or premium, if any, on), or any installment of principal of or interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereofthereon, or reduce the amount of the principal of an Original Issue Discount Security or any other Security which that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502, or change any Place of Payment where, or the coin or currency in which, any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of (a) any such payment on or after the Stated Maturity thereof (or, in the case of redemptionredemption or repayment at the option of the Holder, on or after the Redemption Date or in Repayment Date, as the case of an offer to purchase Securities which has been made pursuant to a covenant contained in this Indenture, on or after the applicable purchase datemay be), or (b) any conversion right with respect to any Security, amend or modify the provisions terms of this Indenture with respect to the conversion or subordination any of the Securities or the Subsidiary Guarantees, Guarantees in a manner adverse to the Holders, or release any Subsidiary Guarantee other than as provided in this Indenture; or without the consent of the Holder of each Outstanding Security so affected, (2ii) reduce the aforesaid percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture; or (3) modify any of the provisions of this Section, Section 513 or Section 1009, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder Holders of each all the Outstanding Security affected thereby; provided, however, that this clause shall not be deemed to require Securities of such series or (iii) adversely effect the consent of right in any Holder with material respect to changes convert any Securities as provided in the references to “the Trustee” and concomitant changes in this Section and Section 1009, or the deletion of this proviso, in accordance with the requirements of Sections 611 and 901(8); or (4) following the making of an offer to purchase Securities from any Holder which has been made pursuant to a covenant contained in this Indenture, modify the provisions of this Indenture with respect to such offer to purchase in a manner adverse to such Holdersupplemental indenture. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. Upon receipt of a Company Order (accompanied by a copy of a Board Resolution authorizing the execution of any such supplemental indenture), an Officer’s Certificate and Opinion of Counsel, and upon the filing with the Trustee of evidence of the consent of Holders as aforesaid, the Trustee shall join with the Company and the Guarantor in the execution of such supplemental indenture. It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. After a supplemental indenture under this Section 902 requiring the consent of the Holders of any series of Debt Securities is approved, the Company shall mail to Holders of that series of Debt Securities a notice briefly describing any amendment or supplement hereto effected by such supplemental indenture. The failure to give such notice to any such Holders, or any defect therein, shall not impair or affect the validity of any amendment or supplement hereto effected by such supplemental indenture with respect to other Holders.

Supplemental Indentures with Consent of Holders. (a) With the consent of the Holders of not less than a majority in principal amount of the all Outstanding Securities of each series affected by such supplemental indenture, with each series voting separately, by Act of said Holders delivered to the Company, the Subsidiary Guarantors Company and the Trustee, the Company, when authorized by or pursuant to a Board Resolution, the Subsidiary Guarantors, when authorized by their respective Board Resolutions and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture which affects such series of Securities or of modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, howeverthat, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security of such series affected thereby: (1) change the Stated Maturity of the principal ofof (or premium, if any, on) or any installment of principal of or interest on, any Security, subject to the provisions of Section 308; or reduce the principal amount thereof (or premium, if any) or the rate of interest thereon (or change the manner of calculation of interest) thereon, or any Additional Amounts with respect thereto, or any premium payable upon the redemption thereof, or change any obligation of the Company to pay Additional Amounts pursuant to Section 1005 (except as contemplated by Subsection 801(a) and permitted by Subsection 901(a)), or reduce the amount of the principal of an Original Issue Discount Security or any other Indexed Security which that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502502 or the amount thereof provable in bankruptcy pursuant to Section 504, or adversely affect any right of repayment at the option of the Holder of any Security, or change any Place of Payment where, or the coin or currency Currency in which, any Security or any premium or interest or Additional Amount thereon is payable, or impair the right to institute suit for the enforcement of (a) any such payment on or after the Stated Maturity thereof (or, in the case of redemptionredemption or repayment at the option of the Holder, on or after the Redemption Date or in the Repayment Date, as the case of an offer to purchase Securities which has been made pursuant to a covenant contained in this Indenture, on or after the applicable purchase datemay be), or (b) adversely affect any conversion right with respect to convert or exchange any SecuritySecurity as may be provided pursuant to Section 301 herein, or modify the provisions of this Indenture with respect to the conversion or subordination of the Securities or the Subsidiary Guarantees, in a manner adverse to the Holders, or release any Subsidiary Guarantee other than as provided in this Indenture; or (2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver with respect to such series (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture; , or reduce the requirements of Section 1504 for quorum or voting, or (3) modify any of the provisions of this Section, Section 513 514 or Section 10091007, except to increase any such percentage or to provide that certain other provisions of this Indenture that affect such series cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby; provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section and Section 1009, or the deletion of this proviso, in accordance with the requirements of Sections 611 and 901(8); or (4) following the making modify any of an offer to purchase Securities from any Holder which has been made pursuant to a covenant contained in this Indenture, modify the provisions of this Indenture with respect relating to such offer to purchase the subordination of the Securities or the definitions related thereto as they affect subordination in a manner adverse to the Holders, or (5) cause the Securities to be expressly subordinated to other indebtedness of the Company. (b) It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Holder. Act shall approve the substance thereof. (c) A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. It . (d) The Company may, but shall not be necessary obligated to, fix a record date for the purpose of determining the Persons entitled to consent to any Act indenture supplemental hereto. If a record date is fixed, the Holders at the close of Holders under this Section Business on such record date, or their duly designated proxies, and only such Persons, shall be entitled to approve the particular form of any proposed consent to such supplemental indenture, but it whether or not such Holders remain Holders after such record date; provided that unless such consent shall be sufficient if such Act shall approve the substance thereof. After a supplemental indenture under this Section 902 requiring the consent have become effective by virtue of the Holders of any series of Debt Securities requisite percentage having been obtained prior to the date which is approved90 days after such record date, the Company shall mail to Holders of that series of Debt Securities a notice briefly describing any amendment or supplement hereto effected by such supplemental indenture. The failure to give such notice to any such Holders, or consent previously given shall automatically and without further action by any defect therein, shall not impair or affect the validity Holder be cancelled and of any amendment or supplement hereto effected by such supplemental indenture with respect to other Holdersno further effect.

Supplemental Indentures with Consent of Holders. With the consent of the Holders of not less than a majority in principal amount of the all Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Company, the Subsidiary Guarantors Company and the Trustee, the Company, when authorized by or pursuant to a Board Resolution, Resolution and by the Subsidiary Guarantors, when authorized by their respective Board Resolutions and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities of such series and any related coupons under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby: (1) change the Stated Maturity of the principal ofof (or premium or Make-Whole Amount, if any, on) or any installment of principal of or interest onon or any Additional Amounts payable in respect thereof, any Security, ; or reduce the principal amount thereof or the rate or amount of interest thereon thereon, or any premium payable upon the redemption thereof, or change any obligation of the Company to pay Additional Amounts pursuant to Section 1012 (except as contemplated by Section 801(1) and permitted by Section 901(1)), or reduce the amount of the principal of an Original Issue Discount Security or any other Security which Make-Whole Amount that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502502 or the amount thereof provable in bankruptcy pursuant to Section 504, or adversely affect any right of repayment at the option of the Holder of any Security, or change any Place of Payment where, or the coin currency or currency currencies in which, any Security or any premium or Make-Whole Amount or the interest thereon is payable, or impair the right to institute suit for the enforcement of (a) any such payment on or after the Stated Maturity thereof thereof, (or, in the case of redemptionredemption or repayment at the option of the Holder, on or after the Redemption Date or in the Repayment Date, as the case may be) or for the enforcement of an offer to purchase Securities which has been made pursuant to a covenant contained any applicable conversion or exchange right in this Indenture, on or after the applicable purchase date), or (b) any conversion right with respect to any Security, or modify the provisions of this Indenture with respect to the conversion or subordination of the Securities or the Subsidiary Guarantees, in a manner adverse to the Holders, or release any Subsidiary Guarantee other than as provided in this Indenture; or (2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver with respect to such series (of or compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture; , or reduce the requirements of Section 1504 for quorum or voting, or (3) modify any of the provisions of this Section, Section 513 or Section 10091013, except to increase any the required percentage to effect such percentage action or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby; provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section and Section 1009, or the deletion of this proviso, in accordance with the requirements of Sections 611 and 901(8); or (4) following release a Guarantor from its Guarantee. It shall not be necessary for any Act of Holders under this Section to approve the making particular form of an offer to purchase Securities from any Holder which has been made pursuant to a covenant contained in this Indentureproposed supplemental indenture, modify but it shall be sufficient if such Act shall approve the provisions of this Indenture with respect to such offer to purchase in a manner adverse to such Holdersubstance thereof. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. After a supplemental indenture under this Section 902 requiring the consent of the Holders of any series of Debt Securities is approved, the Company shall mail to Holders of that series of Debt Securities a notice briefly describing any amendment or supplement hereto effected by such supplemental indenture. The failure to give such notice to any such Holders, or any defect therein, shall not impair or affect the validity of any amendment or supplement hereto effected by such supplemental indenture with respect to other Holders.

Supplemental Indentures with Consent of Holders. (a) With the consent of the Holders of not less than a majority in principal amount of the all Outstanding Securities of each series affected by such supplemental indenture, with each series voting separately, by Act of said Holders delivered to the Company, the Subsidiary Guarantors Company and the Trustee, the Company, when authorized by or pursuant to a Board Resolution, the Subsidiary Guarantors, when authorized by their respective Board Resolutions and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture which affects such series of Securities or of modifying in any manner the rights of the Holders of Securities of such series under this Indenture; providedprovided , howeverthat, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security of such series affected thereby: (1) change the Stated Maturity of the principal ofof (or premium, if any, on) or any installment of principal of or interest on, any Security, subject to the provisions of Section 308; or reduce the principal amount thereof (or premium, if any) or the rate of interest thereon (or change the manner of calculation of interest) thereon, or any Additional Amounts with respect thereto, or any premium payable upon the redemption thereof, or change any obligation of the Company to pay Additional Amounts pursuant to Section 1005 (except as contemplated by Subsection 801(a) and permitted by Subsection 901(a)), or reduce the amount of the principal of an Original Issue Discount Security or any other Indexed Security which that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502502 or the amount thereof provable in bankruptcy pursuant to Section 504, or adversely affect any right of repayment at the option of the Holder of any Security, or change any Place of Payment where, or the coin or currency Currency in which, any Security or any premium or interest or Additional Amount thereon is payable, or impair the right to institute suit for the enforcement of (a) any such payment on or after the Stated Maturity thereof (or, in the case of redemptionredemption or repayment at the option of the Holder, on or after the Redemption Date or in the Repayment Date, as the case of an offer to purchase Securities which has been made pursuant to a covenant contained in this Indenture, on or after the applicable purchase datemay be), or (b) adversely affect any conversion right with respect to convert or exchange any SecuritySecurity as may be provided pursuant to Section 301 herein, or modify the provisions of this Indenture with respect to the conversion or subordination of the Securities or the Subsidiary Guarantees, in a manner adverse to the Holders, or release any Subsidiary Guarantee other than as provided in this Indenture; or (2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver with respect to such series (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture; , or reduce the requirements of Section 1504 for quorum or voting, or (3) modify any of the provisions of this Section, Section 513 514 or Section 10091007, except to increase any such percentage or to provide that certain other provisions of this Indenture that affect such series cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby; provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section and Section 1009, or the deletion of this proviso, in accordance with the requirements of Sections 611 and 901(8); or (4) following the making modify any of an offer to purchase Securities from any Holder which has been made pursuant to a covenant contained in this Indenture, modify the provisions of this Indenture with respect relating to such offer to purchase the subordination of the Securities or the definitions related thereto as they affect subordination in a manner adverse to the Holders, or (5) cause the Securities to be expressly subordinated to other indebtedness of the Company. (b) It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Holder. Act shall approve the substance thereof. (c) A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. It . (d) The Company may, but shall not be necessary obligated to, fix a record date for the purpose of determining the Persons entitled to consent to any Act indenture supplemental hereto. If a record date is fixed, the Holders at the close of Holders under this Section Business on such record date, or their duly designated proxies, and only such Persons, shall be entitled to approve the particular form of any proposed consent to such supplemental indenture, but it whether or not such Holders remain Holders after such record date; provided that unless such consent shall be sufficient if such Act shall approve the substance thereof. After a supplemental indenture under this Section 902 requiring the consent have become effective by virtue of the Holders of any series of Debt Securities requisite percentage having been obtained prior to the date which is approved90 days after such record date, the Company shall mail to Holders of that series of Debt Securities a notice briefly describing any amendment or supplement hereto effected by such supplemental indenture. The failure to give such notice to any such Holders, or consent previously given shall automatically and without further action by any defect therein, shall not impair or affect the validity Holder be cancelled and of any amendment or supplement hereto effected by such supplemental indenture with respect to other Holdersno further effect.

Supplemental Indentures with Consent of Holders. With the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Company, the Subsidiary Guarantors Issuers and the Trustee, the Company, Issuers (when authorized by a or pursuant to an Issuers’ Board Resolution, the Subsidiary Guarantors, when authorized by their respective Board Resolutions ) and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities of such series under this IndentureIndenture or of the Securities of such series; provided, however, that no such supplemental indenture shallindenture, without the consent of the Holder of each Outstanding Security affected thereby:, shall (1) change the Stated Maturity of the principal of, or any premium or installment of principal of interest on or interest onany Additional Amounts with respect to, any Security, or reduce the principal amount thereof or the rate (or modify the calculation of such rate) of interest thereon or any Additional Amounts with respect thereto, or any premium payable upon the redemption thereofthereof or otherwise, or change the obligation of the Issuers to pay Additional Amounts pursuant to the terms hereof (except as contemplated by Section 8.1(1) and permitted by Section 9.1(1)), or reduce the amount of the principal of an Original Issue Discount Security or any other Security which that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5025.2 or the amount thereof provable in bankruptcy pursuant to Section 5.4, change the redemption provisions or adversely affect the right of repayment at the option of any Holder as contemplated by Article 13, or change any the Place of Payment wherePayment, or Currency in which the coin or currency in whichprincipal of, any Security or any premium or interest thereon on, or any Additional Amounts with respect to any Security is payable, or impair the right to institute suit for the enforcement of (a) any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date or or, in the case of an offer to purchase Securities which has been made pursuant to a covenant contained in this Indenturerepayment at the option of the Holder, on or after the applicable purchase datedate for repayment), or (b) any conversion right with respect to any Security, [or modify the provisions of this Indenture with respect to the conversion or subordination of the Securities or the Subsidiary Guarantees, in a material manner adverse to the Holders, or release any Subsidiary Guarantee other than as provided in this Indenture; ,] or (2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture; , or reduce the requirements of Section 15.4 for quorum or voting, or (3) modify any of the provisions of this Section, Section 513 5.13 or Section 100910.8, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby; provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section and Section 1009, or the deletion of this proviso, in accordance with the requirements of Sections 611 and 901(8); or (4) following make any change that adversely affects the making right to convert or exchange any Security into or for securities of an offer to purchase Securities from any Holder which has been made pursuant to a covenant contained the Issuers or other securities (whether or not issued by the Issuers), cash or property in this Indenture, modify the provisions of this Indenture accordance with respect to such offer to purchase in a manner adverse to such Holderits terms. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly shall have been included expressly and solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. It shall not be necessary for any Act of Holders of Securities under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. After a supplemental indenture under this Section 902 requiring the consent of the Holders of any series of Debt Securities is approved, the Company shall mail to Holders of that series of Debt Securities a notice briefly describing any amendment or supplement hereto effected by such supplemental indenture. The failure to give such notice to any such Holders, or any defect therein, shall not impair or affect the validity of any amendment or supplement hereto effected by such supplemental indenture with respect to other Holders.

Supplemental Indentures with Consent of Holders. With the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Company, the Subsidiary Guarantors and the Trustee, the Company, when authorized by a Board Resolution, the Subsidiary Guarantors, when authorized by their respective Board Resolutions and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby: (1) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security or any other Security which would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502, or change any Place of Payment where, or the coin or currency in which, any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of (a) any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date or in the case of an offer to purchase Securities which has been made pursuant to a covenant contained in this Indenture, on or after the applicable purchase date), or (b) any conversion right with respect to any Security, or modify the provisions of this Indenture with respect to the conversion or subordination of the Securities or the Subsidiary Guarantees, in a manner adverse to the Holders, or release any Subsidiary Guarantee other than as provided in this Indenture; or (2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture; or (3) modify any of the provisions of this Section, Section 513 or Section 1009, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby; provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “"the Trustee” " and concomitant changes in this Section and Section 1009, or the deletion of this proviso, in accordance with the requirements of Sections 611 and 901(8); or (4) following the making of an offer to purchase Securities from any Holder which has been made pursuant to a covenant contained in this Indenture, modify the provisions of this Indenture with respect to such offer to purchase in a manner adverse to such Holder. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. After a supplemental indenture under this Section 902 requiring the consent of the Holders of any series of Debt Securities is approved, the Company shall mail to Holders of that series of Debt Securities a notice briefly describing any amendment or supplement hereto effected by such supplemental indenture. The failure to give such notice to any such Holders, or any defect therein, shall not impair or affect the validity of any amendment or supplement hereto effected by such supplemental indenture with respect to other Holders.

Supplemental Indentures with Consent of Holders. With the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Company, the Subsidiary Guarantors Issuers and the Trustee, the Company, Issuers (when authorized by a or pursuant to an Issuers’ Board Resolution, the Subsidiary Guarantors, when authorized by their respective Board Resolutions ) and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities of such series under this IndentureIndenture or of the Securities of such series; provided, however, that no such supplemental indenture shallindenture, without the consent of the Holder of each Outstanding Security affected thereby:, shall (1) change the Stated Maturity of the principal of, or any premium or installment of principal of interest on or interest onany Additional Amounts with respect to, any Security, or reduce the principal amount thereof or the rate (or modify the calculation of such rate) of interest thereon or any Additional Amounts with respect thereto, or any premium payable upon the redemption thereofthereof or otherwise, or change the obligation of the Issuers to pay Additional Amounts pursuant to the terms hereof (except as contemplated by Section 8.1(1) and permitted by Section 9.1(1)), or reduce the amount of the principal of an Original Issue Discount Security or any other Security which that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5025.2 or the amount thereof provable in bankruptcy pursuant to Section 5.4, change the redemption provisions or adversely affect the right of repayment at the option of any Holder as contemplated by Article 13, or change any the Place of Payment wherePayment, or Currency in which the coin or currency in whichprincipal of, any Security or any premium or interest thereon on, or any Additional Amounts with respect to any Security is payable, or impair the right to institute suit for the enforcement of (a) any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date or or, in the case of an offer to purchase Securities which has been made pursuant to a covenant contained in this Indenturerepayment at the option of the Holder, on or after the applicable purchase datedate for repayment), or (b) any conversion right with respect to any Security, [or modify the provisions of this Indenture with respect to the conversion or subordination of the Securities or the Subsidiary Guarantees, in a material manner adverse to the Holders, or release any Subsidiary Guarantee other than as provided in this Indenture; ,] or (2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture; , or reduce the requirements of Section 15.4 for quorum or voting, or (3) modify any of the provisions of this Section, Section 513 5.13 or Section 100910.8, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby; provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section and Section 1009, or the deletion of this proviso, in accordance with the requirements of Sections 611 and 901(8); or (4) following make any change that adversely affects the making right to convert or exchange any Security into or for securities of an offer to purchase Securities from any Holder which has been made pursuant to a covenant contained the Issuers or other securities (whether or not issued by the Issuers), cash or property in this Indenture, modify the provisions of this Indenture accordance with respect to such offer to purchase its terms (except as otherwise provided in a manner adverse to such HolderSection 9.1(11)). A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly shall have been included expressly and solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. It shall not be necessary for any Act of Holders of Securities under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. After a supplemental indenture under this Section 902 requiring the consent of the Holders of any series of Debt Securities is approved, the Company shall mail to Holders of that series of Debt Securities a notice briefly describing any amendment or supplement hereto effected by such supplemental indenture. The failure to give such notice to any such Holders, or any defect therein, shall not impair or affect the validity of any amendment or supplement hereto effected by such supplemental indenture with respect to other Holders.

Supplemental Indentures with Consent of Holders. With the consent of the Holders of not less than a majority 66 2/3% in principal amount of the Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Company, the Subsidiary Guarantors Company and the Trustee, the Company, when authorized by a Board Resolution, the Subsidiary Guarantors, when authorized by their respective Board Resolutions and the Trustee may may, from time to time and at any time, enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the TIA as in force at the date of execution thereof) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby: shall (1i) change extend the Stated Maturity of the principal ofof (or premium, if any, on), or any installment of principal of or interest interest, if any, on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereofthereon, or reduce the amount of the principal of an Original Issue Discount Security or any other Security which that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502, or change any Place of Payment where, or the coin or currency in which, any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of (a) any such payment on or after the Stated Maturity thereof (or, in the case of redemptionredemption or repayment at the option of the Holder, on or after the Redemption Date or in Repayment Date, as the case may be), without the consent of an offer to purchase Securities which has been made pursuant to a covenant contained in this Indenture, on or after the applicable purchase date)Holder of each Outstanding Security so affected, or (b) any conversion right with respect to any Security, or modify the provisions of this Indenture with respect to the conversion or subordination of the Securities or the Subsidiary Guarantees, in a manner adverse to the Holders, or release any Subsidiary Guarantee other than as provided in this Indenture; or (2ii) reduce the aforesaid percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture; or (3) modify any of the provisions of this Section, Section 513 or Section 1009, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder Holders of each all the Outstanding Security affected thereby; provided, however, that this clause shall not be deemed to require the consent Securities of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section and Section 1009, or the deletion of this proviso, in accordance with the requirements of Sections 611 and 901(8); or (4) following the making of an offer to purchase Securities from any Holder which has been made pursuant to a covenant contained in this Indenture, modify the provisions of this Indenture with respect to such offer to purchase in a manner adverse to such Holderseries. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. Upon the request of the Company accompanied by a copy of a Board Resolution authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Holders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture. It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. After a supplemental indenture under this Section 902 requiring the consent of the Holders of any series of Debt Securities is approved, the Company shall mail to Holders of that series of Debt Securities a notice briefly describing any amendment or supplement hereto effected by such supplemental indenture. The failure to give such notice to any such Holders, or any defect therein, shall not impair or affect the validity of any amendment or supplement hereto effected by such supplemental indenture with respect to other Holders.

Supplemental Indentures with Consent of Holders. With (a) The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies and with the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities Amount of the Recovery Bonds of each series affected by such supplemental indentureTranche to be adversely affected, by Act of said such Holders delivered to the Company, the Subsidiary Guarantors Issuer and the Indenture Trustee, the Company, when authorized by a Board Resolution, the Subsidiary Guarantors, when authorized by their respective Board Resolutions and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to to, or changing in any manner or eliminating any of the provisions of of, this Indenture or of modifying in any manner the rights of the Holders of Securities of such series the Recovery Bonds under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security Recovery Bond of each Tranche affected thereby: (1i) change the Stated Maturity date of the principal of, or payment of any installment of principal of or premium, if any, or interest on, on any SecurityRecovery Bond of such Tranche, or reduce the principal amount thereof thereof, the interest rate thereon or premium, if any, with respect thereto, change the provisions of this Indenture and the Series Supplement relating to the application of collections on, or the rate proceeds of interest thereon the sale of, the Recovery Bond Collateral to payment of principal of or any premium payable upon the redemption thereofpremium, if any, or reduce interest on the amount of the principal of an Original Issue Discount Security or any other Security which would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502Recovery Bonds, or change any Place place of Payment payment where, or the coin or currency in which, any Security Recovery Bond or any premium or the interest thereon is payable, or impair the right to institute suit for the enforcement of (a) any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date or in the case of an offer to purchase Securities which has been made pursuant to a covenant contained in this Indenture, on or after the applicable purchase date), or (b) any conversion right with respect to any Security, or modify the provisions of this Indenture with respect to the conversion or subordination of the Securities or the Subsidiary Guarantees, in a manner adverse to the Holders, or release any Subsidiary Guarantee other than as provided in this Indenture; or; (2ii) reduce the percentage in principal amount of the Outstanding Securities Amount of any seriesthe Recovery Bonds or of a Tranche thereof, the consent of whose the Holders of which is required for any such supplemental indenture, or the consent of whose the Holders of which is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) consequences provided for in this Indenture; or; (3iii) reduce the percentage of the Outstanding Amount of the Recovery Bonds required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Recovery Bond Collateral pursuant to Section 5.04; (iv) modify definition of “Outstanding” hereunder; (v) modify any of the provisions provision of this Section, Section 513 or Section 1009, 9.02 except to increase any such percentage specified herein or to provide that certain other those provisions of this Indenture or the other Basic Documents referenced in this Section 9.02 cannot be modified or waived without the consent of the Holder of each Outstanding Security Recovery Bond affected thereby; provided, however, that ; (vi) modify any of the provisions of this clause shall not be deemed Indenture in such manner as to require affect the consent calculation of the amount of any Holder with respect payment of interest, principal or premium, if any, due on any Recovery Bond on any Payment Date (including the calculation of any of the individual components of such calculation) or change the Expected Amortization Schedule or Final Maturity Date of any Tranche of Recovery Bonds; (vii) decrease the Required Capital Level; (viii) permit the creation of any Lien ranking prior to changes in the references to “the Trustee” and concomitant changes in this Section and Section 1009, or the deletion of this proviso, in accordance on a parity with the requirements of Sections 611 and 901(8); or (4) following the making of an offer to purchase Securities from any Holder which has been made pursuant to a covenant contained in this Indenture, modify the provisions Lien of this Indenture with respect to such offer to purchase in a manner adverse to such Holder. A supplemental indenture which changes any part of the Recovery Bond Collateral or, except as otherwise permitted or eliminates any covenant or other provision contemplated herein, terminate the Lien of this Indenture which has expressly been included solely on any property at any time subject hereto or deprive the Holder of any Recovery Bond of the security provided by the Lien of this Indenture; (ix) cause any material adverse federal income tax consequence to the Seller, the Issuer, the Managers, the Indenture Trustee or the then existing Holders; or (x) impair the right to institute suit for the benefit of one or more particular series of Securities, or which modifies the rights enforcement of the Holders provisions of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture regarding payment or application of the Holders of Securities of any other series. funds. (b) It shall not be necessary for any Act of Holders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. After a . (c) Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture under pursuant to this Section 902 requiring 9.02, the consent Issuer shall mail to the Rating Agencies a copy of such supplemental indenture and to the Holders of any series the Recovery Bonds to which such supplemental indenture relates either a copy of Debt Securities is approved, the Company shall mail to Holders of that series of Debt Securities such supplemental indenture or a notice briefly describing any amendment or supplement hereto effected by setting forth in general terms the substance of such supplemental indenture. The Any failure of the Issuer to give mail such notice to any such Holdersnotice, or any defect therein, shall not not, however, in any way impair or affect the validity of any amendment or supplement hereto effected by such supplemental indenture with respect to other Holdersindenture.

Supplemental Indentures with Consent of Holders. With the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each any or all series affected by such supplemental indentureindenture (voting as one class), by Act of said Holders delivered to the Company, the Subsidiary Guarantors Guarantor and the TrusteeTrustee of each such series of Securities, the Company, when authorized by or pursuant to a Board ResolutionResolution of its Board of Directors, the Subsidiary GuarantorsGuarantor, when authorized by their respective or pursuant to a Board Resolutions Resolution by the Guarantor’s Board of Directors, and the each such Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby: (1) change the Stated Maturity of the principal of, or any installment of principal of or interest interest, if any, on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security or any other Security which that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502, or change any Place of Payment where, or the coin or currency in which, any Security or any premium or the interest thereon is payable, or impair the right to institute suit for the enforcement of (a) any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date or in the case of an offer to purchase Securities which has been made pursuant to a covenant contained in this Indenture, on or after the applicable purchase dateDate), or (b) release the Guarantor from any conversion right with respect to any Security, of its obligations under the Guarantee or modify such obligations otherwise than in accordance with the provisions terms of this Indenture with respect to the conversion or subordination of the Securities or the Subsidiary Guarantees, in a manner adverse to the Holders, or release any Subsidiary Guarantee other than as provided in this Indenture; or; (2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, indenture or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) consequences provided for in this Indenture; or (3) modify any of the provisions of this Section, Section 513 or Section 10091008, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby; provided, however, that this clause Clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section and Section 10091008, or the deletion of this proviso, in accordance with the requirements of Sections 611 609, 611(b), 901(9) and 901(8901(10); or (4) following the making of an offer to purchase Securities from any Holder which has been made pursuant to a covenant contained in this Indenture, modify the provisions of this Indenture with respect to such offer to purchase in a manner adverse to such Holder. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. It shall not be necessary for any Act of Holders of any series of Securities under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. After a supplemental indenture under this Section 902 requiring the consent of the Holders of any series of Debt Securities is approved, the Company shall mail to Holders of that series of Debt Securities a notice briefly describing any amendment or supplement hereto effected by such supplemental indenture. The failure to give such notice to any such Holders, or any defect therein, shall not impair or affect the validity of any amendment or supplement hereto effected by such supplemental indenture with respect to other Holders.

Supplemental Indentures with Consent of Holders. (a) With the written consent of (i) the Holders of not less than Collateral Manager and (ii) a majority in principal amount of the Outstanding Securities Majority of each series Class of Securities (voting separately by Class) materially and adversely affected by such supplemental indenturethereby, by Act of said Holders delivered to the Companyif any, the Subsidiary Guarantors Collateral Trustee and the TrusteeIssuer may, the Companysubject to Section 8.3 execute one or more supplemental indentures to add provisions to, when authorized by a Board Resolution, the Subsidiary Guarantors, when authorized by their respective Board Resolutions and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing change in any manner or eliminating eliminate any of the provisions of of, this Indenture or of modifying modify in any manner the rights of the Holders of the Securities of such series any Class under this Indenture; providedprovided that, howevernotwithstanding anything herein to the contrary, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security of each Class materially and adversely affected thereby: (1i) change the Stated Maturity of the principal of, of or the due date of any installment of principal of or interest onon any Debt, any Security, or reduce the principal amount thereof or the rate of interest thereon or (except in connection with a Re-Pricing) or, except as otherwise expressly permitted by this Indenture, the Redemption Price with respect to any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security or any other Security which would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502Securities, or change the earliest date on which Securities of any Place Class may be redeemed or prepaid, as applicable, or re-priced, change the provisions of Payment this Indenture relating to the application of proceeds of any Assets to the payment of principal of or interest on the Debt, or distributions on the Preferred Shares or change any place where, or the coin or currency in which, any Security Securities or the principal thereof or interest or any premium or interest distribution thereon is payable, or impair the right to institute suit for the enforcement of (a) any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the applicable Redemption Date or in Date); provided that this Indenture may be amended without the case consent of an offer the Holders to purchase Securities which has been made pursuant to facilitate a covenant contained in this Indenture, on or after change from the applicable purchase date), or (b) any conversion right with respect then-current Benchmark to any Security, or modify the provisions of this Indenture with respect to the conversion or subordination of the Securities or the Subsidiary Guarantees, in replacement Benchmark after a manner adverse to the Holders, or release any Subsidiary Guarantee other than as provided in this Indenture; orBenchmark Transition Event and its related Benchmark Replacement Date have occurred; (2ii) reduce the percentage in principal amount of the Aggregate Outstanding Amount of Holders of Securities of any series, the Class whose consent of whose Holders is required for the authorization of any such supplemental indenture, indenture or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and or their consequences) consequences provided for in herein; (iii) materially impair or materially adversely affect the Assets except as otherwise permitted herein; (iv) except as otherwise permitted by this Indenture; or, permit the creation of any lien ranking prior to or on a parity with the lien of this Indenture with respect to any part of the Assets or terminate such lien on any property at any time subject hereto or deprive the Holder of any Secured Debt of the security afforded by the lien of this Indenture; (3v) reduce the percentage of the Aggregate Outstanding Amount of Holders of any Class of Secured Debt whose consent is required to request the Collateral Trustee to preserve the Assets or rescind the Collateral Trustee’s election to preserve the Assets pursuant to Section 5.5 or to sell or liquidate the Assets pursuant to Section 5.4 or 5.5; (vi) modify any of the provisions of (x) this Section, Section 513 or Section 10098.2, except to increase the percentage of Outstanding Class A Debt, Class B Notes or Preferred Shares, the consent of the holders of which is required for any such percentage action or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Class A Debt Outstanding, Class B Note Outstanding Security or Preferred Shares Outstanding and affected thereby; provided, however, that this clause shall not be deemed to require thereby or (y) Section 8.1 or Section 8.3; (vii) modify the consent definitions of any Holder with respect to changes in of the references to terms “the TrusteeOutstanding,” and concomitant changes in this Section and Section 1009, “Class,” “Controlling Class,” or “Majority” or the deletion Priority of this proviso, in accordance with the requirements of Sections 611 and 901(8)Payments; or (4viii) following the making modify any of an offer to purchase Securities from any Holder which has been made pursuant to a covenant contained in this Indenture, modify the provisions of this Indenture with respect to in such offer to purchase in a manner adverse as to such Holder. A supplemental indenture which changes affect the calculation of the amount of any payment of interest or eliminates principal on any covenant Debt or other provision of this Indenture which has expressly been included solely any amount available for distribution to the benefit of one or more particular series of SecuritiesPreferred Shares, or which modifies to affect the rights of the Holders of any Securities to the benefit of any provisions for the redemption of such series with respect Securities contained herein. The Collateral Trustee may conclusively rely on an Opinion of Counsel (which may be supported as to factual (including financial and capital markets) matters by any relevant certificates and other documents necessary or advisable in the judgment of counsel delivering the opinion) or a Responsible Officer’s certificate of the Collateral Manager as to whether the interests of any Holder of Securities would be materially and adversely affected by the modifications set forth in any supplemental indenture entered in pursuant to this Section 8.2, it being expressly understood and agreed that the Collateral Trustee shall have no obligation to make any determination as to the satisfaction of the requirements related to any supplemental indenture which may form the basis of such covenant Opinion of Counsel or other provision, such Responsible Officer’s certificate. Such determination shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other seriesconclusive and binding on all present and future Holders. It The Collateral Trustee shall not be necessary liable for any Act such determination made in good faith and in reliance upon an Opinion of Holders under this Section Counsel or such a Responsible Officer’s certificate delivered to approve the particular form Collateral Trustee as described herein. Notwithstanding the foregoing, if a Majority of any proposed Class has provided written notice to the Collateral Trustee at least three (3) Business Days prior to the execution of such supplemental indenture that such Class would be materially and adversely affected thereby (and setting forth in reasonable detail how such Class would be materially and adversely affected) and such Class is not being redeemed or prepaid, as applicable, in connection with the execution of such supplemental indenture, but it shall be sufficient if the Collateral Trustee will not enter into such Act shall approve the substance thereof. After a supplemental indenture under this Section 902 requiring without the consent of the Holders a Majority (or such greater percentage as may be required above) of any series of Debt Securities is approved, the Company shall mail to Holders of that series of Debt Securities a notice briefly describing any amendment or supplement hereto effected by such supplemental indenture. The failure to give such notice to any such Holders, or any defect therein, shall not impair or affect the validity of any amendment or supplement hereto effected by such supplemental indenture with respect to other HoldersClass.

Supplemental Indentures with Consent of Holders. With the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Company, the Subsidiary Guarantors Guarantor and the Trustee, the Company, Company (when authorized by or pursuant to a Company’s Board Resolution), the Subsidiary Guarantors, Guarantor (when authorized by their respective or pursuant to a Guarantor’s Board Resolutions Resolution) and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities of such series under this IndentureIndenture or of the Securities of such series; provided, however, that no such supplemental indenture shallindenture, without the consent of the Holder of each Outstanding Security affected thereby:, shall (1) change the Stated Maturity of the principal of, or any premium or installment of principal of interest on or interest onany Additional Amounts with respect to, any Security, or reduce the principal amount thereof (or modify the calculation of such principal amount) or the rate (or modify the calculation of such rate) of interest thereon or any Additional Amounts with respect thereto, or any premium payable upon the redemption thereofthereof or otherwise, or change the obligation of the Company and the Guarantor to pay Additional Amounts pursuant to the terms hereof (except as contemplated by Section 8.1(1) and permitted by Section 9.1(1)), or reduce the amount of the principal of an Original Issue Discount Security or any other Security which that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5025.2 or the amount thereof provable in bankruptcy pursuant to Section 5.4, change the redemption provisions or adversely affect the right of repayment at the option of any Holder as contemplated by Article 13, or change any the Place of Payment wherePayment, or Currency in which the coin or currency in whichprincipal of, any Security or any premium or interest thereon on, or any Additional Amounts with respect to any Security is payable, or impair the right to institute suit for the enforcement of (a) any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date or or, in the case of an offer to purchase Securities which has been made pursuant to a covenant contained in this Indenturerepayment at the option of the Holder, on or after the applicable purchase datedate for repayment), or (b) any conversion right with respect to any Security, or modify the provisions of this Indenture with respect to the conversion or subordination of the Securities or the Subsidiary Guarantees, in a manner adverse to the Holders, or release any Subsidiary Guarantee other than as provided in this Indenture; or (2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture; , or reduce the requirements of Section 15.4 for quorum or voting, or (3) modify or effect in any manner adverse to the Holders the terms and conditions of the obligations of the Guarantor in respect of the due and punctual payments of principal of, or any premium or interest on, or any sinking fund requirements or Additional Amounts with respect to, the Securities or remove the guarantee obligations of the Guarantor, or (4) modify any of the provisions of this Section, Section 513 5.13 or Section 100910.8, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby; provided, however, or (5) make any change that this clause shall not be deemed adversely affects the right to require convert or exchange any Security into or for securities of the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section and Section 1009, Company or the deletion of this provisoGuarantor or other securities, (whether or not issued by the Company or the Guarantor) cash or property in accordance with the requirements of Sections 611 and 901(8); or (4) following the making of an offer to purchase Securities from any Holder which has been made pursuant to a covenant contained in this Indenture, modify the provisions of this Indenture with respect to such offer to purchase in a manner adverse to such Holderits terms. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly shall have been included expressly and solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. It shall not be necessary for any Act of Holders of Securities under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. After a supplemental indenture under this Section 902 requiring the consent of the Holders of any series of Debt Securities is approved, the Company shall mail to Holders of that series of Debt Securities a notice briefly describing any amendment or supplement hereto effected by such supplemental indenture. The failure to give such notice to any such Holders, or any defect therein, shall not impair or affect the validity of any amendment or supplement hereto effected by such supplemental indenture with respect to other Holders.

Supplemental Indentures with Consent of Holders. With (a) The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies and with the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities Amount of the Recovery Bonds of each series affected by such supplemental indentureTranche to be adversely affected, by Act of said such Holders delivered to the Company, the Subsidiary Guarantors Issuer and the Indenture Trustee, the Company, when authorized by a Board Resolution, the Subsidiary Guarantors, when authorized by their respective Board Resolutions and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to to, or changing in any manner or eliminating any of the provisions of of, this Indenture or of modifying in any manner the rights of the Holders of Securities of such series the Recovery Bonds under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security Recovery Bond of each Tranche affected thereby: (1i) change the Stated Maturity date of the principal of, or payment of any installment of principal of or premium, if any, or interest on, on any SecurityRecovery Bond of such Tranche, or reduce the principal amount thereof thereof, the interest rate thereon or premium, if any, with respect thereto, change the provisions of this Indenture and the Series Supplement relating to the application of collections on, or the rate proceeds of interest thereon the sale of, the Recovery Bond Collateral to payment of principal of or any premium payable upon the redemption thereofpremium, if any, or reduce interest on the amount of the principal of an Original Issue Discount Security or any other Security which would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502Recovery Bonds, or change any Place place of Payment payment where, or the coin or currency in which, any Security Recovery Bond or any premium or the interest thereon is payable, or impair the right to institute suit for the enforcement of (a) any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date or in the case of an offer to purchase Securities which has been made pursuant to a covenant contained in this Indenture, on or after the applicable purchase date), or (b) any conversion right with respect to any Security, or modify the provisions of this Indenture with respect to the conversion or subordination of the Securities or the Subsidiary Guarantees, in a manner adverse to the Holders, or release any Subsidiary Guarantee other than as provided in this Indenture; or; (2ii) reduce the percentage in principal amount of the Outstanding Securities Amount of any seriesthe Recovery Bonds or of a Tranche thereof, the consent of whose the Holders of which is required for any such supplemental indenture, or the consent of whose the Holders of which is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) consequences provided for in this Indenture; orIndenture or modify certain aspects of the definition of the term “outstanding”; (3iii) reduce the percentage of the Outstanding Amount of the Recovery Bonds required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Recovery Bond Collateral pursuant to Section 5.04; (iv) modify any of the provisions provision of this Section, Section 513 or Section 1009, 9.02 except to increase any such percentage specified herein or to provide that certain other those provisions of this Indenture or the other Basic Documents referenced in this Section 9.02 cannot be modified or waived without the consent of the Holder of each Outstanding Security Recovery Bond affected thereby; provided, however, that ; (v) modify any of the provisions of this clause shall not be deemed Indenture in such manner as to require affect the consent calculation of the amount of any Holder with respect payment of interest, principal or premium, if any, due on any Recovery Bond on any Payment Date (including the calculation of any of the individual components of such calculation) or change the Expected Amortization Schedule or Final Maturity Date of any Tranche of Recovery Bonds; (vi) decrease the Required Capital Level; (vii) permit the creation of any Lien ranking prior to changes in the references to “the Trustee” and concomitant changes in this Section and Section 1009, or the deletion of this proviso, in accordance on a parity with the requirements of Sections 611 and 901(8); or (4) following the making of an offer to purchase Securities from any Holder which has been made pursuant to a covenant contained in this Indenture, modify the provisions Lien of this Indenture with respect to such offer to purchase in a manner adverse to such Holder. A supplemental indenture which changes any part of the Recovery Bond Collateral or, except as otherwise permitted or eliminates any covenant or other provision contemplated herein, terminate the Lien of this Indenture which has expressly been included solely on any property at any time subject hereto or deprive the Holder of any Recovery Bond of the security provided by the Lien of this Indenture; (viii) cause any material adverse federal income tax consequence to the Seller, the Issuer, the Managers, the Indenture Trustee or the then existing Holders; or (ix) impair the right to institute suit for the benefit of one or more particular series of Securities, or which modifies the rights enforcement of the Holders provisions of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture regarding payment or application of the Holders of Securities of any other series. funds. (b) It shall not be necessary for any Act of Holders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. After a . (c) Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture under pursuant to this Section 902 requiring 9.02, the consent Issuer shall mail to the Rating Agencies a copy of such supplemental indenture and to the Holders of any series the Recovery Bonds to which such supplemental indenture relates either a copy of Debt Securities is approved, the Company shall mail to Holders of that series of Debt Securities such supplemental indenture or a notice briefly describing any amendment or supplement hereto effected by setting forth in general terms the substance of such supplemental indenture. The Any failure of the Issuer to give mail such notice to any such Holdersnotice, or any defect therein, shall not not, however, in any way impair or affect the validity of any amendment or supplement hereto effected by such supplemental indenture with respect to other Holdersindenture.

Supplemental Indentures with Consent of Holders. With the consent of the Holders of not less than a majority in principal amount of the all Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Company, the Subsidiary Guarantors applicable Issuer, any applicable Guarantor and the Trustee, the Company, the applicable Issuer and any applicable Guarantor when authorized by or pursuant to a Board Resolution, the Subsidiary Guarantors, when authorized by their respective Board Resolutions and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture which affect such series of Securities or of modifying in any manner the rights of the Holders of Securities of such series (and any related Guarantees) under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby:, (1) change the Stated Maturity of the principal ofof (or premium, if any) or any installment of principal interest on any Security of or interest on, any Securitysuch series, or reduce the principal amount thereof (or premium, if any) or the rate of interest thereon interest, if any, thereon, or change any premium payable upon the redemption thereofobligation of an Issuer to pay Additional Amounts contemplated by Section 1005 (except as contemplated by Section 801 and permitted by Section 901(1)), or reduce the amount of the principal of an Original Issue Discount Security or any other Security which of such series that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502502 or the amount thereof provable in bankruptcy pursuant to Section 504, or adversely affect any right of repayment at the option of any Holder of any Security of such series, or change any Place of Payment where, or the coin or currency Currency in which, any Security of such series or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of (a) any such payment on or after the Stated Maturity thereof (or, in the case of redemptionredemption or repayment at the option of the Holder, on or after the Redemption Date or in Repayment Date, as the case of an offer to purchase Securities which has been made pursuant to a covenant contained in this Indenture, on or after the applicable purchase datemay be), or (b) adversely affect any conversion right with respect to convert or exchange any SecuritySecurity as may be provided pursuant to Section 301 herein, or modify the provisions of this Indenture with respect to the conversion or subordination of the Securities or the Subsidiary Guarantees, in a manner adverse to the Holders, or release any Subsidiary Guarantee other than as provided in this Indenture; or (2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture which affect such series or certain defaults applicable to such series hereunder and their consequences) consequences provided for in this Indenture, or reduce the requirements of Section 1504 for quorum or voting with respect to Securities of such series, or (3) release any Guarantor from its obligation in respect of the Guarantee of such series of Securities affected or modify the Guarantee of such series of Securities affected in any manner materially adverse to Holders of Securities of such series; or (34) modify any of the provisions of this Section, Section 513 or Section 10091010, except to increase any such percentage or to provide that certain other provisions of this Indenture which affect such series cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby; provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section and Section 1009, or the deletion of this proviso, in accordance with the requirements of Sections 611 and 901(8); or (4) following the making of an offer to purchase Securities from any Holder which has been made pursuant to a covenant contained in this Indenture, modify the provisions of this Indenture with respect to such offer to purchase in a manner adverse to such Holder. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. After a supplemental indenture under this Section 902 requiring the consent of the Holders of any series of Debt Securities is approved, the Company shall mail to Holders of that series of Debt Securities a notice briefly describing any amendment or supplement hereto effected by such supplemental indenture. The failure to give such notice to any such Holders, or any defect therein, shall not impair or affect the validity of any amendment or supplement hereto effected by such supplemental indenture with respect to other Holders.

Supplemental Indentures with Consent of Holders. With the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Company, the Subsidiary Guarantors and the Trustee, the Company, when authorized by a Board Resolution, the Subsidiary Guarantors, when authorized by their respective Board Resolutions and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby:, (1) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security or any other Security which would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502, or change any Place of Payment where, or the coin or currency in which, any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of (a) any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date or in the case of an offer to purchase Securities which has been made pursuant to a covenant contained in this Indenture, on or after the applicable purchase date), ) or (b) any conversion right with respect to any Security, or modify the provisions of this Indenture with respect to the conversion or subordination of the Securities or the Subsidiary GuaranteesSecurities, in a manner adverse to the Holders, or release any Subsidiary Guarantee other than as provided in this Indenture; or (2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture; or (3) modify any of the provisions of this Section, Section 513 or Section 1009, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby; provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “"the Trustee” " and concomitant changes in this Section and Section 1009, or the deletion of this proviso, in accordance with the requirements of Sections 611 and 901(8); or (4) following the making of an offer to purchase Securities from any Holder which has been made pursuant to a covenant contained in this Indenture, modify the provisions of this Indenture with respect to such offer to purchase in a manner adverse to such Holder. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. After a supplemental indenture under this Section 902 requiring the consent of the Holders of any series of Debt Securities is approved, the Company shall mail to Holders of that series of Debt Securities a notice briefly describing any amendment or supplement hereto effected by such supplemental indenture. The failure to give such notice to any such Holders, or any defect therein, shall not impair or affect the validity of any amendment or supplement hereto effected by such supplemental indenture with respect to other Holders.

Supplemental Indentures with Consent of Holders. With the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Company, the Subsidiary Guarantors Guarantor and the Trustee, the Company, Company when authorized by a Board Resolution, and the Subsidiary Guarantors, when authorized by their respective Board Resolutions Guarantor and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of execution thereof) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby: shall (1i) change the Stated Maturity of the principal ofof (or premium, if any, on), or any installment of principal of or interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereofthereon, or reduce the amount of the principal of an Original Issue Discount Security or any other Security which that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502, or change any Place of Payment where, or the coin or currency in which, any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of (a) any such payment on or after the Stated Maturity thereof (or, in the case of redemptionredemption or repayment at the option of the Holder, on or after the Redemption Date or in Repayment Date, as the case of an offer to purchase Securities which has been made pursuant to a covenant contained in this Indenture, on or after the applicable purchase datemay be), or (b) any conversion right with respect to any Security, amend or modify the provisions terms of this Indenture with respect to the conversion or subordination any of the Securities or the Subsidiary Guarantees, Guarantees in a manner adverse to the Holders, or release any Subsidiary Guarantee other than as provided in this Indenture; or without the consent of the Holder of each Outstanding Security so affected, (2ii) reduce the aforesaid percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture; or (3) modify any of the provisions of this Section, Section 513 or Section 1009, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder Holders of each all the Outstanding Security affected thereby; provided, however, that this clause shall not be deemed to require Securities of such series or (iii) adversely effect the consent of right in any Holder with material respect to changes convert any Securities as provided in the references to “the Trustee” and concomitant changes in this Section and Section 1009, or the deletion of this proviso, in accordance with the requirements of Sections 611 and 901(8); or (4) following the making of an offer to purchase Securities from any Holder which has been made pursuant to a covenant contained in this Indenture, modify the provisions of this Indenture with respect to such offer to purchase in a manner adverse to such Holdersupplemental indenture. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. Upon receipt of a Company Order (accompanied by a copy of a Board Resolution authorizing the execution of any such supplemental indenture), an Officer’s Certificate and Opinion of Counsel, and upon the filing with the Trustee of evidence of the consent of Holders as aforesaid, the Trustee shall join with the Company and the Guarantor in the execution of such supplemental indenture. It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. After a supplemental indenture under this Section 902 requiring the consent of the Holders of any series of Debt Securities is approved, the Company shall mail to Holders of that series of Debt Securities a notice briefly describing any amendment or supplement hereto effected by such supplemental indenture. The failure to give such notice to any such Holders, or any defect therein, shall not impair or affect the validity of any amendment or supplement hereto effected by such supplemental indenture with respect to other Holders.

Supplemental Indentures with Consent of Holders. With the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Company, the Subsidiary Guarantors and the Trustee, the Company, when authorized by a Board Resolution, the Subsidiary Guarantors, when authorized by their respective Board Resolutions and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby: (1) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security or any other Security which would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502, or change any Place of Payment where, or the coin or currency in which, any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of (a) any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date or in the case of an offer to purchase Securities which has been made pursuant to a covenant contained in this Indenture, on or after the applicable purchase date), ) or (b) any conversion right with respect to any Security, or modify the provisions of this Indenture with respect to the conversion or subordination of the Securities or the Subsidiary Guarantees, in a manner adverse to the Holders, or release any Subsidiary Guarantee other than as provided in this Indenture; or (2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture; or (3) modify any of the provisions of this Section, Section 513 or Section 1009, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby; provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section and Section 1009, or the deletion of this proviso, in accordance with the requirements of Sections 611 and 901(8); or (4) following the making of an offer to purchase Securities from any Holder which has been made pursuant to a covenant contained in this Indenture, modify the provisions of this Indenture with respect to such offer to purchase in a manner adverse to such Holder. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. After a supplemental indenture under this Section 902 requiring the consent of the Holders of any series of Debt Securities is approved, the Company shall mail to Holders of that series of Debt Securities a notice briefly describing any amendment or supplement hereto effected by such supplemental indenture. The failure to give such notice to any such Holders, or any defect therein, shall not impair or affect the validity of any amendment or supplement hereto effected by such supplemental indenture with respect to other Holders.

Supplemental Indentures with Consent of Holders. With the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Company, the Subsidiary Guarantors Company and the Trustee, the Company, Company (when authorized by or pursuant to a Board Resolution, the Subsidiary Guarantors, when authorized by their respective Board Resolutions ) and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of the Securities of such series or of modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, that no such supplemental indenture shallindenture, without the consent of the Holder of each Outstanding Security affected thereby:, shall (1) change the Stated Maturity of the principal of, or premium, if any, or any installment of principal of interest, if any, on, or interest onany Additional Amounts, if any, with respect to, any Security, or reduce the principal amount thereof or the premium, if any, thereon or the rate (or modify the calculation of such rate) of interest thereon thereon, or any premium reduce the amount payable upon the redemption thereof, whether such redemption is mandatory or at the option of the Company, or upon repayment thereof at the option of the Holder, or reduce any Additional Amounts payable with respect thereto, or change the obligation of the Company to pay Additional Amounts pursuant to Section 1004 (except as contemplated by Section 801(1) and permitted by Section 901(1)), or reduce the amount of the principal of an any Original Issue Discount Security or any other Security which that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502502 or the amount thereof provable in bankruptcy pursuant to Section 504, or adversely affect the right of repayment at the option of any Holder as contemplated by Article Thirteen, or change any the Place of Payment where, where or the coin or currency Currency in whichwhich the principal of, any Security or any premium or interest thereon on, or any Additional Amounts with respect to any Security is payable, or impair the right to institute suit for the enforcement of (a) any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date or, in the case of repayment pursuant to Article Thirteen at the option of the Holder, on or after the date for repayment) in each case as such Stated Maturity, Redemption Date or date for repayment may, if applicable, be extended in accordance with the terms of such Security or any Coupon appertaining thereto, or in the case of an offer any Security which is convertible into or exchangeable for other securities or property, impair the right to purchase Securities which has been made pursuant institute suit to a covenant contained enforce the right to convert or exchange such Security in this Indentureaccordance with its terms, on or after the applicable purchase date), or (b) any conversion right with respect to any Security, or modify the provisions of this Indenture with respect to the conversion or subordination of the Securities or the Subsidiary Guarantees, in a manner adverse to the Holders, or release any Subsidiary Guarantee other than as provided in this Indenture; or (2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in Section 513 or 1006 of this Indenture; , or reduce the requirements of Section 1504 for quorum or voting, or (3) make any change that adversely affects the right, if any, to convert or exchange any Security for Common Shares or other securities or property in accordance with its terms, or (4) modify any of the provisions of this Section, Section 513 or Section 10091006, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby; provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section and Section 1009, or the deletion of this proviso, in accordance with the requirements of Sections 611 and 901(8); or (4) following the making of an offer to purchase Securities from any Holder which has been made pursuant to a covenant contained in this Indenture, modify the provisions of this Indenture with respect to such offer to purchase in a manner adverse to such Holder. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly shall have been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. Anything in this Indenture to the contrary notwithstanding, if more than one series of Securities is Outstanding, the Company shall be entitled to enter into a supplemental indenture under this Section 902 with respect to any one or more series of Outstanding Securities without entering into a supplemental indenture with respect to any other series of Outstanding Securities. It shall not be necessary for any Act of Holders of Securities under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. After a supplemental indenture under this Section 902 requiring the consent of the Holders of any series of Debt Securities is approved, the Company shall mail to Holders of that series of Debt Securities a notice briefly describing any amendment or supplement hereto effected by such supplemental indenture. The failure to give such notice to any such Holders, or any defect therein, shall not impair or affect the validity of any amendment or supplement hereto effected by such supplemental indenture with respect to other Holders.

Supplemental Indentures with Consent of Holders. With the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Company, the Subsidiary Guarantors and the Trustee, the Company, when authorized by a Board Resolution, the Subsidiary Guarantors, when authorized by their respective Board Resolutions and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby: (1) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security or any other Security which would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502, or change any Place of Payment where, or the coin or currency in which, any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of (a) any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date or in the case of an offer to purchase Securities which has been made pursuant to a covenant contained in this Indenture, on or after the applicable purchase date), ) or (b) any conversion right with respect to any Security, or modify the provisions of this Indenture with respect to the conversion or subordination of the Securities or the Subsidiary GuaranteesSecurities, in a manner adverse to the Holders, or release any Subsidiary Guarantee other than as provided in this Indenture; or (2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture; or (3) modify any of the provisions of this Section, Section 513 or Section 1009, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby; provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section and Section 1009, or the deletion of this proviso, in accordance with the requirements of Sections 611 and 901(8); or (4) following the making of an offer to purchase Securities from any Holder which has been made pursuant to a covenant contained in this Indenture, modify the provisions of this Indenture with respect to such offer to purchase in a manner adverse to such Holder. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. After a supplemental indenture under this Section 902 requiring the consent of the Holders of any series of Debt Securities is approved, the Company shall mail to Holders of that series of Debt Securities a notice briefly describing any amendment or supplement hereto effected by such supplemental indenture. The failure to give such notice to any such Holders, or any defect therein, shall not impair or affect the validity of any amendment or supplement hereto effected by such supplemental indenture with respect to other Holders.

Supplemental Indentures with Consent of Holders. With the written consent of the Holders of not less than at least a majority in principal amount of the Outstanding Debt Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Company, the Subsidiary Guarantors Company and the Trustee, the Company, when authorized by a Board Resolution, the Subsidiary Guarantors, when authorized by their respective Board Resolutions and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities under this Indenture of such series under this IndentureDebt Securities and Coupons, if any; providedPROVIDED, howeverHOWEVER, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Debt Security of each such series affected thereby:, (1) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Debt Security, or reduce the principal amount thereof or the rate (or extend the time for payment) of interest thereon or any premium payable upon redemption thereof or change the redemption thereofStated Maturity of or reduce the amount of any payment to be made with respect to any Coupon, or change the Currency or Currencies in which the principal of (and premium, if any) or interest on such Debt Security is denominated or payable, or reduce the amount of the principal of an Original Issue a Discount Security or any other Security which that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502, or change any Place of Payment where, or the coin or currency in which, any Security or any premium or interest thereon is payable5.02, or impair the right to institute suit for the enforcement of (a) any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date or in the case of an offer to purchase Securities which has been made pursuant to a covenant contained in this Indenture, on or after the applicable purchase dateDate), or (b) alter any conversion right with respect to any Security, or modify the redemption provisions of this Indenture with respect to the conversion or subordination of the Securities or the Subsidiary Guarantees, in a manner adverse to the Holders, Holders of such series of Debt Securities or release adversely affect the right to convert any Subsidiary Guarantee Debt Security into shares of Common Stock or other than securities or property of the Company as provided in this Indenturemay be PROVIDED pursuant to Section 3.01; or (2) reduce the percentage in principal amount of the Outstanding Debt Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) consequences provided for in this Indenture; or (3) modify any of the provisions of this Section, Section 513 5.13, or Section 100912.06, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Debt Security of each series affected thereby; providedPROVIDED, howeverHOWEVER, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “"the Trustee” " and concomitant changes in this Section and Section 1009Section, or the deletion of this proviso, in accordance with the requirements of Sections 611 6.11 and 901(811.01(9); or (4) following the making of an offer to purchase Securities from any Holder which has been made pursuant to a covenant contained in this Indenture, modify the provisions of this Indenture with respect to such offer to purchase in a manner adverse to such Holder. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. After a supplemental indenture under this Section 902 requiring the consent of the Holders of any series of Debt Securities is approved, the Company shall mail to Holders of that series of Debt Securities a notice briefly describing any amendment or supplement hereto effected by such supplemental indenture. The failure to give such notice to any such Holders, or any defect therein, shall not impair or affect the validity of any amendment or supplement hereto effected by such supplemental indenture with respect to other Holders.

Supplemental Indentures with Consent of Holders. With the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Company, the Subsidiary Guarantors Company and the Trustee, the Company, Company (when authorized by or pursuant to a Company’s Board Resolution), the Guarantor (when authorized pursuant to a Board Resolution, Resolution of the Subsidiary Guarantors, when authorized by their respective Guarantor’s Board Resolutions of Directors) and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities of such series under this IndentureIndenture or of the Securities of such series; provided, however, that no such supplemental indenture shallindenture, without the consent of the Holder of each Outstanding Security affected thereby:, shall (1a) change the Stated Maturity of the principal of, or any premium or installment of principal of interest on or interest onany Additional Amounts with respect to, any Security, or reduce the principal amount thereof (or modify the calculation of such principal amount) or the rate (or modify the calculation of such rate) of interest thereon or any Additional Amounts with respect thereto, or any premium payable upon the redemption thereofthereof or otherwise, or reduce change the amount obligation of the principal of an Original Issue Discount Security or any other Security which would be due and payable upon a declaration of acceleration of the Maturity thereof Company to pay Additional Amounts pursuant to Section 50210.04 (except as contemplated by Section 8.01(a) and permitted by Section 9.01(a)) or change the redemption provisions or adversely affect the right of repayment at the option of any Holder as contemplated by Article 13, or change any the Place of Payment wherePayment, or Currency in which the coin or currency in whichprincipal of, any Security or any premium or interest thereon on, or any Additional Amounts with respect to any Security is payable, or impair the right to institute suit for the enforcement of (a) any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date or or, in the case of an offer to purchase Securities which has been made pursuant to a covenant contained in this Indenturerepayment at the option of the Holder, on or after the applicable purchase datedate for repayment), or (b) any conversion right with respect to any Security, or modify the provisions of this Indenture with respect to the conversion or subordination of the Securities or the Subsidiary Guarantees, in a manner adverse to the Holders, or release any Subsidiary Guarantee other than as provided in this Indenture; or (2b) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture; , or reduce the requirements of Section 15.04 for quorum or voting, or (3c) modify any of the provisions of this Section, Section 513 5.13 or Section 100910.06, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby; provided, howeveror (d) make any change that adversely affects the right to convert or exchange any Security into or for Common Stock of the Company or other securities (whether or not issued by the Company), that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section and Section 1009, cash or the deletion of this proviso, property in accordance with the requirements of Sections 611 and 901(8); or (4) following the making of an offer to purchase Securities from any Holder which has been made pursuant to a covenant contained in this Indenture, modify the provisions of this Indenture with respect to such offer to purchase in a manner adverse to such Holderits terms. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly shall have been included expressly and solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. It shall not be necessary for any Act of Holders of Securities under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. After a supplemental indenture under this Section 902 requiring the consent of the Holders of any series of Debt Securities is approved, the Company shall mail to Holders of that series of Debt Securities a notice briefly describing any amendment or supplement hereto effected by such supplemental indenture. The failure to give such notice to any such Holders, or any defect therein, shall not impair or affect the validity of any amendment or supplement hereto effected by such supplemental indenture with respect to other Holders.

Supplemental Indentures with Consent of Holders. With (a) The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies and with the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities Amount of the Recovery Bonds of each series affected by such supplemental indentureTranche to be adversely affected, by Act of said such Holders delivered to the Company, the Subsidiary Guarantors Issuer and the Indenture Trustee, the Company, when authorized by a Board Resolution, the Subsidiary Guarantors, when authorized by their respective Board Resolutions and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to to, or changing in any manner or eliminating any of the provisions of of, this Indenture or of modifying in any manner the rights of the Holders of Securities of such series the Recovery Bonds under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security Recovery Bond of each Tranche affected thereby: (1i) change the Stated Maturity date of the principal of, or payment of any installment of principal of or premium, if any, or interest on, on any SecurityRecovery Bond of such Tranche, or reduce the principal amount thereof thereof, the interest rate thereon or premium, if any, with respect thereto, change the provisions of this Indenture and the Series Supplement relating to the application of collections on, or the rate proceeds of interest thereon the sale of, the Recovery Bond Collateral to payment of principal of or any premium payable upon the redemption thereofpremium, if any, or reduce interest on the amount of the principal of an Original Issue Discount Security or any other Security which would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502Recovery Bonds, or change any Place place of Payment payment where, or the coin or currency in which, any Security Recovery Bond or any premium or the interest thereon is payable, or impair the right to institute suit for the enforcement of (a) any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date or in the case of an offer to purchase Securities which has been made pursuant to a covenant contained in this Indenture, on or after the applicable purchase date), or (b) any conversion right with respect to any Security, or modify the provisions of this Indenture with respect to the conversion or subordination of the Securities or the Subsidiary Guarantees, in a manner adverse to the Holders, or release any Subsidiary Guarantee other than as provided in this Indenture; or; (2ii) reduce the percentage in principal amount of the Outstanding Securities Amount of any seriesthe Recovery Bonds or of a Tranche thereof, the consent of whose the Holders of which is required for any such supplemental indenture, or the consent of whose the Holders of which is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) consequences provided for in this Indenture; orIndenture or modify certain aspects of the definition of the term “outstanding”; (3iii) reduce the percentage of the Outstanding Amount of the Recovery Bonds required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Recovery Bond Collateral pursuant to Section 5.04; (iv) modify any of the provisions provision of this Section, Section 513 or Section 1009, 9.02 except to increase any such percentage specified herein or to provide that certain other those provisions of this Indenture or the other Basic Documents referenced in this Section 9.02 cannot be modified or waived without the consent of the Holder of each Outstanding Security Recovery Bond affected thereby; provided, however, that ; (v) modify any of the provisions of this clause shall not be deemed Indenture in such manner as to require affect the consent calculation of the amount of any Holder with respect payment of interest, principal or premium, if any, due on any Recovery Bond on any Payment Date (including the calculation of any of the individual components of such calculation) or change the Expected Sinking Fund Schedule, Expected Amortization Schedule or Final Maturity Date of any Tranche of Recovery Bonds; (vi) decrease the Required Reserve Level; (vii) permit the creation of any Lien ranking prior to changes in the references to “the Trustee” and concomitant changes in this Section and Section 1009, or the deletion of this proviso, in accordance on a parity with the requirements of Sections 611 and 901(8); or (4) following the making of an offer to purchase Securities from any Holder which has been made pursuant to a covenant contained in this Indenture, modify the provisions Lien of this Indenture with respect to such offer to purchase in a manner adverse to such Holder. A supplemental indenture which changes any part of the Recovery Bond Collateral or, except as otherwise permitted or eliminates any covenant or other provision contemplated herein, terminate the Lien of this Indenture which has expressly been included solely on any property at any time subject hereto or deprive the Holder of any Recovery Bond of the security provided by the Lien of this Indenture; (viii) cause any material adverse federal income tax consequence to the Seller, the Issuer, the Managers, the Indenture Trustee or the then existing Holders; or (ix) impair the right to institute suit for the benefit of one or more particular series of Securities, or which modifies the rights enforcement of the Holders provisions of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture regarding payment or application of the Holders of Securities of any other series. funds. (b) It shall not be necessary for any Act of the Holders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. After a . (c) Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture under pursuant to this Section 902 requiring 9.02, the consent Issuer shall send to the Rating Agencies a copy of such supplemental indenture and to the Holders of any series the Recovery Bonds to which such supplemental indenture relates either a copy of Debt Securities is approved, the Company shall mail to Holders of that series of Debt Securities such supplemental indenture or a notice briefly describing any amendment or supplement hereto effected by setting forth in general terms the substance of such supplemental indenture. The Any failure of the Issuer to give send such notice to any such Holdersnotice, or any defect therein, shall not not, however, in any way impair or affect the validity of any amendment or supplement hereto effected by such supplemental indenture with respect to other Holdersindenture.

Supplemental Indentures with Consent of Holders. With the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Company, the Subsidiary Guarantors Company and the Trustee, the Company, when authorized by a Board Resolution, the Subsidiary Guarantors, when authorized by their respective Board Resolutions and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, that if the Board Resolutions and supplemental indenture shall expressly provide that any provisions to be changed or eliminated shall apply to fewer than all the Outstanding Securities hereunder or under a particular series under this Indenture, then, to the extent not inconsistent with the Trust Indenture Act, any such consent may be given by Holders of not less than a majority in principal amount of the Outstanding Securities hereunder or under such series to which such change or elimination shall apply; provided, further, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby:thereby (whether or not such affected Securities comprise all Securities under this Indenture or under a particular series), (1) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security or any other Security which would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502, or change any Place of Payment where, or the coin or currency in which, any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of (a) any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date or in the case of an offer to purchase Securities which has been made pursuant to a covenant contained in this Indenture, on or after the applicable purchase dateDate), or (b) any conversion right with respect to any Security, or modify the provisions of this Indenture with respect to the conversion or subordination of the Securities or the Subsidiary Guarantees, in a manner adverse to the Holders, or release any Subsidiary Guarantee other than as provided in this Indenture; or (2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture; , or (3) modify any of the provisions of this Section, Section 513 or Section 10091006, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby; provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “"the Trustee” " and concomitant changes in this Section and Section 10091006, or the deletion of this proviso, in accordance with the requirements of Sections 611 and 901(8); or (4) following the making of an offer to purchase Securities from any Holder which has been made pursuant to a covenant contained in this Indenture, modify the provisions of this Indenture with respect to such offer to purchase in a manner adverse to such Holder. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more identified series of Securities or particular Securities within an identified series of Securities, or which modifies the rights of the Holders of Securities of such series, or Holder of particular Securities within a series with respect to such covenant or other provision, shall be deemed to affect only the rights under this Indenture of the Holders of Securities of the identified series or of particular Securities within the identified series, and shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other seriesSecurities. It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. After a supplemental indenture under this Section 902 requiring the consent of the Holders of any series of Debt Securities is approvedbecomes effective, the Company shall mail to Holders of that series of Debt Securities the Trustee a notice briefly describing any amendment or supplement hereto effected by such supplemental indenture. The failure to give indenture or a copy of such supplemental indenture and the Trustee shall mail such notice or supplemental indenture to any Holders affected thereby. Any failure of the Company to mail such Holdersnotice, or any defect therein, or any failure of the Company to mail such supplemental indenture, shall not in any way impair or affect the validity of any amendment or supplement hereto effected by such supplemental indenture with respect to other Holdersindenture.

Supplemental Indentures with Consent of Holders. With the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Company, the Subsidiary Guarantors and the Trustee, the Company, when authorized by a Board Resolution, the Subsidiary Guarantors, when authorized by their byt heir respective Board Resolutions Resolutions, and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby: (1) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security or any other Security which would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502, or change any Place of Payment where, or the coin or currency in which, any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of (a) any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date or in the case of an offer to purchase Securities which has been made pursuant to a covenant contained in this Indenture, on or after the applicable purchase date), ) or (b) any conversion right with respect to any Security, or modify the provisions of this Indenture with respect to the conversion or subordination of the Securities or the Subsidiary Guarantees, in a manner adverse to the Holders, or release any Subsidiary Guarantee other than as provided in this Indenture; or (2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture; or (3) modify any of the provisions of this Section, Section 513 or Section 1009, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby; provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section and Section 1009, or the deletion of this proviso, in accordance with the requirements of Sections 611 and 901(8); or (4) following the making of an offer to purchase Securities from any Holder which has been made pursuant to a covenant contained in this Indenture, modify the provisions of this Indenture with respect to such offer to purchase in a manner adverse to such Holder. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. After a supplemental indenture under this Section 902 requiring the consent of the Holders of any series of Debt Securities is approved, the Company shall mail to Holders of that series of Debt Securities a notice briefly describing any amendment or supplement hereto effected by such supplemental indenture. The failure to give such notice to any such Holders, or any defect therein, shall not impair or affect the validity of any amendment or supplement hereto effected by such supplemental indenture with respect to other Holders. SECTION 903. Execution of Supplemental Indentures. In executing, or accepting the additional trusts created by, any supplemental indenture permitted by this Article or the modifications thereby of the trusts created by this Indenture, the Trustee shall be entitled to receive, and (subject to Section 601) shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted by this Indenture. The Trustee may, but shall not be obligated to, enter into any such supplemental indenture which affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise.

Supplemental Indentures with Consent of Holders. With the consent of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of each series affected by such supplemental indentureSecurities, by Act of said Holders delivered to the Company, the Subsidiary Guarantors Company and the Trustee, the Company, when authorized by a Board Resolution, each of the Subsidiary Guarantors, when authorized by their respective a Board Resolutions Resolution, and the Trustee upon Company Request may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby: (1a) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security or any other Security which would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502thereon, or change any Place of Payment where, or the coin or currency in which, which principal of any Security or any premium or the interest thereon on any Security is payable, or impair the right to institute suit for the enforcement of (a) any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date or in the case of an offer to purchase Securities which has been made pursuant to a covenant contained in this Indenture, on or after the applicable purchase dateDate), or (b) any conversion right with respect to any Security, or modify the provisions of this Indenture with respect to the conversion or subordination of the Securities or the Subsidiary Guarantees, in a manner adverse to the Holders, or release any Subsidiary Guarantee other than as provided in this Indenture; or (2b) reduce the percentage in of aggregate principal amount of the Outstanding Securities of any seriesSecurities, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) or the consequences of a default provided for in this Indenture; or (3c) modify any of the provisions of this Section, Section 513 or Section 1009Sections 5.13 and 10.20 hereof, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby; provided, however, that this clause shall not be deemed to require ; (d) change the consent ranking of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section and Section 1009, Securities or the deletion of this proviso, in accordance with the requirements of Sections 611 and 901(8); or (4) following the making of an offer to purchase Securities from any Holder which has been made pursuant to a covenant contained in this Indenture, modify the provisions of this Indenture with respect to such offer to purchase Subsidiary Guarantees in a manner adverse to such Holder. A supplemental indenture which changes the Holders or eliminates expressly subordinate in right of payment the Securities or the Subsidiary Guarantees to any covenant other Indebtedness; or (e) amend, change or other provision modify the obligation of this Indenture which has expressly been included solely for the benefit Company to make and consummate a Change of one or more particular series Control Offer in the event of Securitiesa Change of Control, or which modifies the rights of the Holders of Securities of such series to make and consummate a Net Proceeds Offer with respect to such covenant any Asset Sale, or other provision, shall be deemed not to affect the rights under this Indenture modify any of the Holders of Securities of any other seriesprovisions or definitions with respect thereto. It shall not be necessary for any Act of the Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. After a supplemental indenture under this Section 902 requiring the consent of the Holders of any series of Debt Securities is approved, the Company shall mail to Holders of that series of Debt Securities a notice briefly describing any amendment or supplement hereto effected by such supplemental indenture. The failure to give such notice to any such Holders, or any defect therein, shall not impair or affect the validity of any amendment or supplement hereto effected by such supplemental indenture with respect to other Holders.

Supplemental Indentures with Consent of Holders. Section 902 of the Base Indenture shall not apply with respect to the Securities, and this Section 8.02 shall replace Section 902 of the Base Indenture in its entirety. With the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series affected by such supplemental indenture, including without limitation, consents obtained in connection with a purchase of, or tender or exchange offer for, Securities and by Act of said Holders delivered to the Company, the Subsidiary Guarantors Company and the Trustee, the Company, when authorized by a Board Resolution, the Subsidiary GuarantorsGuarantor, when authorized by their respective a Board Resolutions Resolution, and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this the Indenture or of modifying in any manner the rights of the Holders of Securities of such series under this the Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby: (1a) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce the percentage in aggregate principal amount thereof of Securities Outstanding necessary to consent to an amendment or waive any past Default or Event of Default; (b) reduce the rate of interest thereon on any Security or change the time for payment of interest on any premium payable upon the redemption thereof, or Security; (c) reduce the amount of the principal of an Original Issue Discount any Security or change the Maturity Date; (d) change the place or currency of payment on any other Security; (e) make any change that impairs or adversely affects the exchange rights of any Securities; (f) reduce the Fundamental Change Purchase Price of any Security which would be due and payable upon a declaration of acceleration or amend or modify in any manner adverse to the rights of the Maturity thereof pursuant Holders of the Securities the Company’s obligation to Section 502pay the Fundamental Change Purchase Price, whether through an amendment or change waiver of provisions in the covenants, definitions related thereto or otherwise; (g) impair the right of any Place Holder of Payment whereSecurities to receive payment of principal of, and interest, if any, on, its Securities, or the coin right to receive Common Shares due upon exchange of its Securities on or currency in which, any Security after the due dates therefor or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of (a) any such payment on or after the Stated Maturity thereof (ordelivery, in as the case of redemptionmay be, on or after the Redemption Date or in the case of an offer to purchase Securities which has been made pursuant to a covenant contained in this Indenture, on or after the applicable purchase date), or (b) any conversion right with respect to any Security, or such Holder’s Securities; (h) modify the ranking provisions of this the Indenture with respect in a manner that is adverse to the conversion or subordination rights of the Securities Holders of the Securities; (i) modify or amend the Subsidiary Guarantees, terms and conditions of the obligations of the Guarantor in a manner adverse to the Holders, Holders of the Securities or release any Subsidiary Guarantee other than as provided in this Indenturethe Guarantee; or (2j) reduce the percentage in principal amount of the Outstanding Securities of make any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture; or (3) modify any of change to the provisions of this Section, Article 8 that requires each Holder’s consent or in the waiver provisions in Section 513 or Section 1009, except to increase any such percentage or to provide that certain other provisions 6.05 of this Supplemental Indenture cannot be modified or waived without the consent and Section 1009 of the Holder of each Outstanding Security affected thereby; provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section and Section 1009, or the deletion of this proviso, in accordance with the requirements of Sections 611 and 901(8); or (4) following the making of an offer to purchase Securities from any Holder which has been made pursuant to a covenant contained in this Indenture, modify the provisions of this Base Indenture with respect to if such offer to purchase in a manner change is adverse to such Holder. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other seriesSecurities. It shall not be necessary for any Act or consent of Holders under this Section 8.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act or consent shall approve the substance thereof. After The Company may, but shall not be obligated to, fix a record date for the purpose of determining the Persons entitled to consent to any indenture supplemental indenture under this Section 902 requiring the consent of hereto. If a record date is fixed, the Holders of any series of Debt Securities is approvedon such record date, the Company or their duly designated proxies, and only such Persons, shall mail be entitled to Holders of that series of Debt Securities a notice briefly describing any amendment or supplement hereto effected by consent to such supplemental indenture. The failure , whether or not such Holders remain Holders after such record date; provided that, unless such consent shall have become effective by virtue of the requisite percentage having been obtained prior to give the date which is 90 days after such notice to record date, any such Holders, or consent previously given shall automatically and without further action by any defect therein, shall not impair or affect the validity Holder be cancelled and of any amendment or supplement hereto effected by such supplemental indenture with respect to other Holdersno further effect.

Supplemental Indentures with Consent of Holders. With the consent of the Majority Holders of not less than a majority in principal amount of the Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Company, the Subsidiary Guarantors Company and the Trustee, the Company, when authorized by a Board Resolution, the Subsidiary Guarantors, when authorized by their respective Board Resolutions and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby: (1a) change reduce the rate of or extend the time for payment of interest, if any, on such Security; or (b) reduce the Principal Amount of, or extend the Stated Maturity of, such Security; or (c) make any change that impairs or adversely affects the conversion rights of such Security; or (d) reduce the Redemption Price, the Fundamental Change Repurchase Price of any Security, the Make-Whole Premium or amend or modify in any manner adverse to the Holders the Company's obligation to make such payments, whether through an amendment or waiver of provisions in the covenants, definitions or otherwise; or (e) modify the provisions with respect to the right of Holders to cause the Company to redeem Securities on the Redemption Date or to repurchase Securities upon a Fundamental Change in a manner adverse to Holders; or (f) make any interest or principal on a Security payable in money other than that stated in the Security or other than in accordance with the provisions of this Indenture; or (g) impair the right of any Holder to receive payment of the principal of, or any installment of principal Principal Amount of or interest onor Registration Default Payments, any Securityif any, on a Holder's Securities on or reduce after the principal amount thereof due dates therefor or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security or any other Security which would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502, or change any Place of Payment where, or the coin or currency in which, any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of (a) any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date or in the case of an offer to purchase Securities which has been made pursuant to a covenant contained in this Indenture, on or after the applicable purchase date), or (b) any conversion right with respect to any Security, such Holder's Securities; or (h) reduce the quorum or modify voting requirements under this Indenture; or (i) change the provisions of this Indenture with respect to the conversion or subordination ranking of the Securities or the Subsidiary Guarantees, in a manner adverse to the Holders, or release any Subsidiary Guarantee other than as provided in this Indenture; or (2j) make any change in the amendment provisions which require each Holder's consent or in the waiver provisions; or (k) reduce the percentage in principal amount Principal Amount of the Outstanding Securities of any seriesSecurities, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture; or (3l) modify any of the provisions of this Section, Section 513 9.02 or Section 10095.12, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby; provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section and Section 1009, or the deletion of this proviso, in accordance with the requirements of Sections 611 and 901(8); or (4m) following the making of an offer to purchase Securities from any Holder which has been made pursuant to a covenant contained in this Indenture, modify the provisions of this the Indenture with respect to such offer to purchase in a manner adverse to such Holder. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of in any other seriesmaterial respect. It shall not be necessary for any Act of Holders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. After a supplemental indenture under this Section 902 requiring the consent of the Holders of any series of Debt Securities is approved, the Company shall mail to Holders of that series of Debt Securities a notice briefly describing any amendment or supplement hereto effected by such supplemental indenture. The failure to give such notice to any such Holders, or any defect therein, shall not impair or affect the validity of any amendment or supplement hereto effected by such supplemental indenture with respect to other Holders.

Supplemental Indentures with Consent of Holders. With the consent of the Holders of not less than a majority in principal amount of the all Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the CompanyPartnership, the Subsidiary Guarantors Guarantor (if such Securities are Guaranteed Securities) and the Trustee, the CompanyPartnership, when authorized by or pursuant to a Board Resolution, the Subsidiary GuarantorsGuarantor, when authorized by their respective pursuant to a Guarantor's Board Resolutions Resolution, if applicable, and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities of such series and any related coupons under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby: (1) change the Stated Maturity of the principal ofof (or premium or Make-Whole Amount, if any, on) or any installment of principal of or interest on, any Security, ; or reduce the principal amount thereof or the rate or amount of interest thereon thereon, or any premium or Make-Whole Amount payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security or any other Security which that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502502 or the amount thereof provable in bankruptcy pursuant to Section 504, or adversely affect any right of repayment at the option of the Holder of any Security, or change any Place of Payment where, or the coin currency or currencies, currency unit or units or composite currency or currencies in which, any Security or any premium or Make-Whole Amount or the interest thereon is payable, or impair the right to institute suit for the enforcement of (a) any such payment on or after the Stated Maturity thereof (or, in the case of redemptionredemption or repayment at the option of the Holder, on or after the Redemption Date or in the Repayment Date, as the case of an offer to purchase Securities which has been made pursuant to a covenant contained in this Indenture, on or after the applicable purchase datemay be), or (b) any conversion right with respect to any Security, or modify the provisions of this Indenture with respect to the conversion or subordination of the Securities or the Subsidiary Guarantees, in a manner adverse to the Holders, or release any Subsidiary Guarantee other than as provided in this Indenture; or (2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver with respect to such series (of or compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture; , or reduce the requirements of Section 1504 for quorum or voting, or (3) modify or effect in any manner adverse to the Holders the terms and conditions of the obligations of the Guarantor in respect of the due and punctual payments of principal of, or any premium or interest on or any sinking fund requirements or Additional Amounts with respect to, Guaranteed Securities, or (4) modify any of the provisions of this Section, Section 513 or Section 1009, except to increase any the required percentage to effect such percentage action or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby; , provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “"the Trustee” " and concomitant changes in this Section 902 and Section 1009, or the deletion of this proviso, in accordance with the requirements of Sections 611 609(b) and 901(8901(11); or (4) following the making of an offer to purchase Securities from any Holder which has been made pursuant to a covenant contained in this Indenture, modify the provisions of this Indenture with respect to such offer to purchase in a manner adverse to such Holder. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. It shall not be necessary for any Act of Holders under this Section 902 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. After a supplemental indenture under this Section 902 requiring the consent of the Holders of any series of Debt Securities is approved, the Company shall mail to Holders of that series of Debt Securities a notice briefly describing any amendment or supplement hereto effected by such supplemental indenture. The failure to give such notice to any such Holders, or any defect therein, shall not impair or affect the validity of any amendment or supplement hereto effected by such supplemental indenture with respect to other Holders.

Supplemental Indentures with Consent of Holders. With the consent of the Holders of not less than a majority in principal amount of the Securities Outstanding Securities of each series affected by such supplemental indentureindenture (acting as one class), by Act of said Holders delivered to the Company, the Subsidiary Guarantors Company and the Trustee, the Company, when authorized by a Board Resolution, the Subsidiary Guarantors, when authorized by their respective Board Resolutions and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or any indenture supplemental hereto or of modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Security Outstanding Security affected thereby:, (1) change the Stated Maturity of the principal of, of or any installment of principal of, or the date fixed for payment of interest on or interest onany sinking fund payment with respect to, any Security, or reduce the principal amount thereof or premium due or the rate of interest thereon or thereon, any premium payable upon the redemption thereofthereof (except as contemplated by Section 8.1 and permitted by clause (1) of Section 9.1), or reduce the amount of the principal of an Original Issue Discount Security or any other Security which would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5025.2, or change any Place of Payment where, or the coin or currency or currencies (including composite currencies) in which, which any Security or any premium or interest thereon is payable, or modify the provisions of the Indenture with respect to the ranking of any Security in a manner adverse to the holders of such Security, or impair the right to institute suit for the enforcement of (a) any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date or in the case of an offer to purchase Securities which has been made pursuant to a covenant contained in this Indenture, on or after the applicable purchase dateDate), or (b) any conversion right with respect to any Security, or modify the provisions of this Indenture with respect to the conversion or subordination of the Securities or the Subsidiary Guarantees, in a manner adverse to the Holders, or release any Subsidiary Guarantee other than as provided in this Indenture; or (2) reduce the percentage in principal amount of the Securities Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture; , or (3) modify any of the provisions of this Section, Section 513 or Section 10095.13, except to increase any such percentage or to provide with respect to any particular series the right to condition the effectiveness of any supplemental indenture as to that series on the consent of the Holders of a specified percentage of the aggregate principal amount of Securities Outstanding of such series (which provision may be made pursuant to Section 3.1 without the consent of any Holder) or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Security Outstanding Security affected thereby; provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section and Section 1009Section, or the deletion of this proviso, in accordance with the requirements of Sections 611 6.11 and 901(89.1(8); or (4) following the making of an offer to purchase Securities from any Holder which has been made pursuant to a covenant contained in this Indenture, modify the provisions of this Indenture with respect to such offer to purchase in a manner adverse to such Holder. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. After a supplemental indenture under this Section 902 requiring the consent of the Holders of any series of Debt Securities is approved, the Company shall mail to Holders of that series of Debt Securities a notice briefly describing any amendment or supplement hereto effected by such supplemental indenture. The failure to give such notice to any such Holders, or any defect therein, shall not impair or affect the validity of any amendment or supplement hereto effected by such supplemental indenture with respect to other Holders.

Supplemental Indentures with Consent of Holders. With the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each all series affected by such supplemental indentureindenture (voting as one class), by Act of said Holders delivered to the Company, the Subsidiary Guarantors Company and the Trustee, the Company, when authorized by a Board Resolution, the Subsidiary Guarantors, when authorized by their respective Board Resolutions Security Guarantors and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture, or modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby:, (1) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security (other than pursuant to the terms of such Security), or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security or any other Security which would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502, or change any Place of Payment where, or the coin or currency in which, which any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of (a) any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date or in the case of an offer to purchase Securities which has been made pursuant to a covenant contained in this Indenture, on or after the applicable purchase dateDate), or (b) any conversion right with respect to any Security, or modify the provisions of this Indenture with respect to the conversion or subordination of the Securities or the Subsidiary Guarantees, in a manner adverse to the Holders, or release any Subsidiary Guarantee other than as provided in this Indenture; or (2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture; , or (3) modify any of the provisions of this Section, Section 513 or Section 10091006, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby; provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “"the Trustee” " and concomitant changes in this Section and Section 10091006, or the deletion of this proviso, in accordance with the requirements of Sections 611 and 901(8901(9); or (4) following the making of an offer to purchase Securities from any Holder which has been made pursuant to a covenant contained in this Indenture, modify the provisions of this Indenture with respect to such offer to purchase in a manner adverse to such Holder. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. After a supplemental indenture under this Section 902 requiring the consent of the Holders of any series of Debt Securities is approved, the Company shall mail to Holders of that series of Debt Securities a notice briefly describing any amendment or supplement hereto effected by such supplemental indenture. The failure to give such notice to any such Holders, or any defect therein, shall not impair or affect the validity of any amendment or supplement hereto effected by such supplemental indenture with respect to other Holders.

Supplemental Indentures with Consent of Holders. With the consent of the Holders of not less than a majority in principal amount of the all Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Company, the Subsidiary Guarantors Company and the Trustee, the Company, when authorized by or pursuant to a Board Resolution, the Subsidiary Guarantors, when authorized by their respective Board Resolutions and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities of such series and any related coupons under this Indenture; providedPROVIDED, howeverHOWEVER, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby: (1) change the Stated Maturity of the principal ofof (or premium, if any, on) or any installment of principal of or interest on, any Security, subject to the provisions of Section 308; or reduce the principal amount thereof or the rate of interest thereon (or change the manner of interest) thereon, or any premium payable upon the redemption thereof, or change any obligation of the Company to pay Additional Amounts pursuant to Section 1004 (except as contemplated by Section 801(1) and permitted by Section 901(1)), or reduce the amount portion of the principal of an Original Issue Discount Security or any other Indexed Security which that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502502 or the amount thereof provable in bankruptcy pursuant to Section 504, or adversely affect any right of repayment at the option of the Holder of any Security, or change any Place of Payment where, or the coin or currency Currency in which, any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of (a) any such payment on or after the Stated Maturity thereof (or, in the case of redemptionredemption or repayment at the option of the Holder, on or after the Redemption Date or in the Repayment Date, as the case of an offer to purchase Securities which has been made pursuant to a covenant contained in this Indenture, on or after the applicable purchase datemay be), or (b) adversely affect any conversion right with respect to convert or exchange any SecuritySecurity as may be provided pursuant to Section 301 herein, or modify the provisions of this Indenture with respect to the conversion or subordination of the Securities or the Subsidiary Guarantees, in a manner adverse to the Holders, or release any Subsidiary Guarantee other than as provided in this Indenture; or (2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver with respect to such series (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture; , or reduce the requirements of Section 1504 for quorum or voting, or (3) modify any of the provisions of this Section, Section 513 or Section 10091006, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby; provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section and Section 1009, or the deletion of this proviso, in accordance with the requirements of Sections 611 and 901(8); or (4) following the making modify any of an offer to purchase Securities from any Holder which has been made pursuant to a covenant contained in this Indenture, modify the provisions of this Indenture with respect relating to such offer to purchase the subordination of the Securities in a manner adverse to such Holder. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other seriesHolders. It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. After a supplemental indenture under this Section 902 requiring the consent of the Holders of any series of Debt Securities is approved, the Company shall mail to Holders of that series of Debt Securities a notice briefly describing any amendment or supplement hereto effected by such supplemental indenture. The failure to give such notice to any such Holders, or any defect therein, shall not impair or affect the validity of any amendment or supplement hereto effected by such supplemental indenture with respect to other Holders.

Supplemental Indentures with Consent of Holders. With the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Company, the Subsidiary Guarantors Company and the Trustee, the Company, Company (when authorized by or pursuant to a Company's Board Resolution, the Subsidiary Guarantors, when authorized by their respective Board Resolutions ) and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities of such series under this IndentureIndenture or of the Securities of such series; provided, however, that no such supplemental indenture shallindenture, without the consent of the Holder of each Outstanding Security affected thereby:, shall (1) change the Stated Maturity of the principal of, or any premium or installment of principal of interest on or interest onany Additional Amounts with respect to, any Security, or reduce the principal amount thereof or the rate (or modify the calculation of such rate) of interest thereon or any Additional Amounts with respect thereto, or any premium payable upon the redemption thereofthereof or otherwise, or change the obligation of the Company to pay Additional Amounts pursuant to Section 10.4 (except as contemplated by Section 8.1(1) and permitted by Section 9.1(1)), or reduce the amount of the principal of an Original Issue Discount Security or any other Security which that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5025.2 or the amount thereof provable in bankruptcy pursuant to Section 5.4, change the redemption provisions or adversely affect the right of repayment at the option of any Holder as contemplated by Article 13, or change any the Place of Payment wherePayment, or Currency in which the coin or currency in whichprincipal of, any Security or any premium or interest thereon on, or any Additional Amounts with respect to any Security is payable, or impair the right to institute suit for the enforcement of (a) any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date or or, in the case of an offer to purchase Securities which has been made pursuant to a covenant contained in this Indenturerepayment at the option of the Holder, on or after the applicable purchase datedate for repayment), or (b) any conversion right with respect to any Security, or modify the provisions of this Indenture with respect to the conversion or subordination of the Securities or the Subsidiary Guarantees, in a manner adverse to the Holders, or release any Subsidiary Guarantee other than as provided in this Indenture; or (2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture; or (3) modify any of the provisions of this Section, Section 513 or Section 1009, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby; provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section and Section 1009, or the deletion of this proviso, in accordance with reduce the requirements of Sections 611 and 901(8); Section 15.4 for quorum or voting, or (4) following the making of an offer to purchase Securities from any Holder which has been made pursuant to a covenant contained in this Indenture, modify the provisions of this Indenture with respect to such offer to purchase in a manner adverse to such Holder. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. After a supplemental indenture under this Section 902 requiring the consent of the Holders of any series of Debt Securities is approved, the Company shall mail to Holders of that series of Debt Securities a notice briefly describing any amendment or supplement hereto effected by such supplemental indenture. The failure to give such notice to any such Holders, or any defect therein, shall not impair or affect the validity of any amendment or supplement hereto effected by such supplemental indenture with respect to other Holders.

Supplemental Indentures with Consent of Holders. (a) With the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series so affected by such supplemental indenture, by Act of said such Holders delivered to the Company, the Subsidiary Guarantors Company and the Trustee, the Company, when authorized by a Board Resolution, the Subsidiary Guarantors, when authorized by their respective Board Resolutions Company and the Trustee (at the direction of the Company) may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of the Securities of such series or of modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, that no such supplemental indenture shall, without . Without the consent of the Holder of each Outstanding Security directly affected thereby:, a supplemental indenture under this Section 10.2 shall not (with respect to any Outstanding Security held by a non-consenting Holder): (1) change the Stated Maturity of of, the principal of, or any installment of principal of or interest on, any such Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security or any other Security which that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5027.2, or adversely affect any right of repayment of such Security at the Holder’s option or change any Place of Payment where, or the coin or currency in which, any such Security or any premium or the interest thereon is payable, or impair the right to institute suit for the enforcement of (a) any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date or in the case of an offer to purchase Securities which has been made pursuant to a covenant contained in this Indenture, on or after the applicable purchase date), or (bDate) any conversion right with respect to any Security, or modify the provisions Securities of this Indenture with respect any series to the conversion or subordination of the subordinate such Securities or the Subsidiary Guaranteesto other indebtedness, in a manner adverse to the Holders, or release any Subsidiary Guarantee other than as provided in this Indenture; or (2) reduce the percentage in principal amount of the Outstanding Securities of any seriesthe series for such Outstanding Security, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture; or (3) modify any of the provisions of this Section, Section 513 or Section 10097.13, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security directly affected thereby; provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section and Section 1009Section, or the deletion of this proviso, in accordance with the requirements of Sections 611 8.11(b) and 901(810.1(8); or (4) following the making of an offer to purchase Securities from make any Holder which has been made pursuant to a covenant contained in this Indenture, modify the provisions of this Indenture with respect to such offer to purchase Security payable in a manner adverse to currency other than that stated in such Holder. Security. (b) A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. . (c) It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. (d) The Company may set a record date for purposes of determining the identity of Holders of Securities entitled to consent pursuant to this Section. After a supplemental indenture under this Section 902 requiring Such record date shall be the later of (i) 30 days prior to the first solicitation of such consent or (ii) the date of the most recent list of Holders of any series of Debt Securities is approved, furnished to the Company shall mail Trustee pursuant to Holders of that series of Debt Securities a notice briefly describing any amendment or supplement hereto effected by Section 9.1 prior to such supplemental indenture. The failure to give such notice to any such Holders, or any defect therein, shall not impair or affect the validity of any amendment or supplement hereto effected by such supplemental indenture with respect to other Holderssolicitation.

Supplemental Indentures with Consent of Holders. With the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series affected by such supplemental indentureSecurities, by Act of said Holders delivered to the Company, the Subsidiary Guarantors Company and the Trustee, the Company, when authorized by a Board Resolution, the any Subsidiary Guarantors, when authorized by their respective a Board Resolutions Resolution, and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby: (1a) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce change the amount place of the principal payment of an Original Issue Discount Security or any other Security which would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502Security, or change any Place of Payment where, or the coin or currency in which, which any Security or any premium or the interest thereon is payable, or impair the right to institute suit for the enforcement of (a) any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date or in the case of an offer to purchase Securities which has been made pursuant to a covenant contained in this Indenture, on or after the applicable purchase dateDate), or (b) any conversion right with respect to any Security, or modify the provisions of this Indenture with respect to the conversion or subordination of the Securities or the Subsidiary Guarantees, in a manner adverse to the Holders, or release any Subsidiary Guarantee other than as provided in this Indenture; or (2b) reduce the percentage in of aggregate principal amount of the Outstanding Securities of any seriesSecurities, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults Defaults or Events of Default hereunder and their consequences) consequences provided for in this Indenture; or (3c) modify any of the provisions of this Section, Section 513 or Section 10094.13 or 9.22 hereof, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby; provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section and Section 1009, or the deletion of this proviso, in accordance with the requirements of Sections 611 and 901(8); or; (4d) following the making of an offer to purchase Securities from modify Section 9.12 hereof or any Holder which has been made pursuant to a covenant contained in this Indenture, modify the provisions of this Indenture with respect relating to such offer to purchase any Subsidiary Guarantees in a manner adverse to such Holder. A supplemental indenture which changes the Holders thereof; or (e) amend or eliminates any covenant or other provision modify the obligation of this Indenture which has expressly been included solely for the benefit Company to make and consummate a Change of one or more particular series Control Offer in the event of Securitiesa Change of Control, or which modifies the rights of the Holders of Securities of such series to make and consummate a Net Proceeds Offer with respect to such covenant any Asset Sale or other provision, shall be deemed not to affect the rights under this Indenture modify any of the Holders of Securities of any other seriesprovisions or definitions with respect thereto. It shall not be necessary for any Act of the Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. After a supplemental indenture under this Section 902 requiring the consent of the Holders of any series of Debt Securities is approved, the Company shall mail to Holders of that series of Debt Securities a notice briefly describing any amendment or supplement hereto effected by such supplemental indenture. The failure to give such notice to any such Holders, or any defect therein, shall not impair or affect the validity of any amendment or supplement hereto effected by such supplemental indenture with respect to other Holders.

Supplemental Indentures with Consent of Holders. With the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series affected by such supplemental indentureindenture (and, in the case of any series of Securities held as assets of an Assured Guaranty Trust, such consent of holders of the Preferred Securities and the Common Securities of such Assured Guaranty Trust as may be required under the Trust Agreement of such Assured Guaranty Trust), by Act of said Holders delivered to the Company, the Subsidiary Guarantors Guarantor and the Trustee, the Company, Company (when authorized by or pursuant to a Company’s Board Resolution), the Subsidiary Guarantors, Guarantor (when authorized by their respective or pursuant to a Guarantor’s Board Resolutions Resolution) and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities of such series under this IndentureIndenture or of the Securities of such series; provided, however, that no such supplemental indenture shallindenture, without the consent of the Holder of each Outstanding Security affected thereby:, shall (1) change the Stated Maturity of the principal of, or any premium or installment of principal of interest (including any Additional Interest) on or interest onany Additional Amounts with respect to, any Security, or reduce the principal amount thereof or the rate (or modify the calculation of such rate) of interest (including any Additional Interest) thereon or any Additional Amounts with respect thereto, or any premium payable upon the redemption thereofthereof or otherwise, or change the obligation of the Company and the Guarantor to pay Additional Amounts pursuant to the terms hereof (except as contemplated by Section 8.1(1) and permitted by Section 9.1(1)), or reduce the amount of the principal of an Original Issue Discount Security or any other Security which that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5025.2 or the amount thereof provable in bankruptcy pursuant to Section 5.4, change the redemption provisions or adversely affect the right of repayment at the option of any Holder as contemplated by Article 13, or change any the Place of Payment wherePayment, or Currency in which the coin or currency in whichprincipal of, any Security or any premium or interest thereon (including any Additional Interest) on, or any Additional Amounts with respect to any Security is payable, or impair the right to institute suit for the enforcement of (a) any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date or or, in the case of an offer to purchase Securities which has been made pursuant to a covenant contained in this Indenturerepayment at the option of the Holder, on or after the applicable purchase datedate for repayment), or (b) any conversion right with respect to any Security, or modify the provisions of this Indenture with respect to the conversion or subordination of the Securities or the Subsidiary Guarantees, in a manner adverse to the Holders, or release any Subsidiary Guarantee other than as provided in this Indenture; or (2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture; , or reduce the requirements of Section 15.4 for quorum or voting, or (3) modify any of the provisions of this Indenture relating to the subordination of the Securities or the Guarantee in respect thereof in a manner adverse to Holders of Securities, or (4) modify or effect in any manner adverse to the Holders the terms and conditions of the obligations of the Guarantor in respect of the due and punctual payments of principal of, or any premium or interest (including any Additional Interest) on, or any sinking fund requirements or Additional Amounts with respect to, the Securities, or (5) modify any of the provisions of this Section, Section 513 5.13 or Section 100910.6, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby; provided, however, or (6) make any change that this clause shall not be deemed adversely affects the right to require convert or exchange any Security into or for securities of the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section and Section 1009, Company or the deletion of this provisoGuarantor or other securities (whether or not issued by the Company or the Guarantor), cash or property in accordance with its terms, provided that, in the requirements case of Sections 611 the Securities of a series issued to an Assured Guaranty Trust, so long as any of the Preferred Securities of such Assured Guaranty Trust remain outstanding, no such amendment shall be made that adversely affects the holders of such Preferred Securities, and 901(8); or (4) following the making of an offer to purchase Securities from any Holder which has been made pursuant to a covenant contained in this Indenture, modify the provisions no termination of this Indenture shall occur, and no waiver of any Event of Default or compliance with any covenant under this Indenture shall be effective, without the prior consent of the holders of at least a majority of the liquidation amount of such Preferred Securities then outstanding unless and until the principal of, any premium or, subject to Section 3.7, interest (including any Additional Interest) on, and any Additional Amounts with respect to, the Securities of such series have been paid in full; and provided further that in the case of the Securities of a series issued to an Assured Guaranty Trust, so long as any of the Preferred Securities of such offer Assured Guaranty Trust remain outstanding, no amendment shall be made to purchase Section 5.8 of this Indenture without the prior consent of the holder of each Preferred Security then outstanding unless and until the principal of, any premium or, subject to Section 3.7, interest (including any Additional Interest) on, and any Additional Amounts with respect to, the Securities of such series have been paid in a manner adverse to such Holderfull. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly shall have been included expressly and solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. It shall not be necessary for any Act of Holders of Securities or holders of Preferred Securities under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. After a supplemental indenture under this Section 902 requiring the consent of the Holders of any series of Debt Securities is approved, the Company shall mail to Holders of that series of Debt Securities a notice briefly describing any amendment or supplement hereto effected by such supplemental indenture. The failure to give such notice to any such Holders, or any defect therein, shall not impair or affect the validity of any amendment or supplement hereto effected by such supplemental indenture with respect to other Holders.

Supplemental Indentures with Consent of Holders. With the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Company, the Subsidiary Guarantors and the Trustee, the Company, when authorized by a Board Resolution, the Subsidiary Guarantors, when authorized by their respective Board Resolutions and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby: (1) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security or any other Security which would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502, or change any Place of Payment where, or the coin or currency in which, any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of (a) any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date or in the case of an offer to purchase Securities which has been made pursuant to a covenant contained in this Indenture, on or after the applicable purchase date), ) or (b) any conversion right with respect to any Security, or modify the provisions of this Indenture with respect to the conversion or subordination of the Securities or the Subsidiary Guarantees, in a manner adverse to the Holders, or release any Subsidiary Guarantee other than as provided in this Indenture; or (2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture; or (3) modify any of the provisions of this Section, Section 513 or Section 1009, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby; provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section and Section 1009, or the deletion of this proviso, in accordance with the requirements of Sections 611 and 901(8); or (4) following the making of an offer to purchase Securities from any Holder which has been made pursuant to a covenant contained in this Indenture, modify the provisions of this Indenture with respect to such offer to purchase in a manner adverse to such Holder. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. After a supplemental indenture under this Section 902 requiring the consent of the Holders of any series of Debt Securities is approved, the Company shall mail to Holders of that series of Debt Securities a notice briefly describing any amendment or supplement hereto effected by such supplemental indenture. The failure to give such notice to any such Holders, or any defect therein, shall not impair or affect the validity of any amendment or supplement hereto effected by such supplemental indenture with respect to other Holders.

Supplemental Indentures with Consent of Holders. With the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Company, the Subsidiary Guarantors Company and the Trustee, the Company, Company (when authorized by or pursuant to a Company's Board Resolution, the Subsidiary Guarantors, when authorized by their respective Board Resolutions ) and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities of such series under this IndentureIndenture or of the Securities of such series; provided, however, that no such supplemental indenture shallindenture, without the consent of the Holder of each Outstanding Security affected thereby:, shall (1) change the Stated Maturity of the principal of, or any premium or installment of principal of interest on or interest onany Additional Amounts with respect to, any Security, or reduce the principal amount thereof or the rate (or modify the calculation of such rate) of interest thereon or any Additional Amounts with respect thereto, or any premium payable upon the redemption thereofthereof or otherwise, or change the obligation of the Company to pay Additional Amounts pursuant to Section 10.4 (except as contemplated by Section 8.1(1) and permitted by Section 9.1(1)), or reduce the amount of the principal of an Original Issue Discount Security or any other Security which that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5025.2 or the amount thereof provable in bankruptcy pursuant to Section 5.4, change the redemption provisions or adversely affect the right of repayment at the option of any Holder as contemplated by Article 13, or change any the Place of Payment wherePayment, or Currency in which the coin or currency in whichprincipal of, any Security or any premium or interest thereon on, or any Additional Amounts with respect to any Security is payable, or impair the right to institute suit for the enforcement of (a) any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date or or, in the case of an offer to purchase Securities which has been made pursuant to a covenant contained in this Indenturerepayment at the option of the Holder, on or after the applicable purchase datedate for repayment), or (b) any conversion right with respect to any Security, or modify the provisions of this Indenture with respect to the conversion or subordination of the Securities or the Subsidiary Guarantees, in a manner adverse to the Holders, or release any Subsidiary Guarantee other than as provided in this Indenture; or (2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture; , or reduce the requirements of Section 15.4 for quorum or voting, or (3) modify any of the provisions of this Section, Section 513 5.13 or Section 100910.8, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby; provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section and Section 1009, or the deletion of this proviso, in accordance with the requirements of Sections 611 and 901(8); or (4) following make any change that adversely affects the making right to convert or exchange any Security into or for Common Stock of an offer to purchase Securities from any Holder which has been made pursuant to a covenant contained the Company or other securities (whether or not issued by the Company), cash or property in this Indenture, modify the provisions of this Indenture accordance with respect to such offer to purchase in a manner adverse to such Holderits terms. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly shall have been included expressly and solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. It shall not be necessary for any Act of Holders of Securities under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. After a supplemental indenture under this Section 902 requiring the consent of the Holders of any series of Debt Securities is approved, the Company shall mail to Holders of that series of Debt Securities a notice briefly describing any amendment or supplement hereto effected by such supplemental indenture. The failure to give such notice to any such Holders, or any defect therein, shall not impair or affect the validity of any amendment or supplement hereto effected by such supplemental indenture with respect to other Holders.

Supplemental Indentures with Consent of Holders. With the consent of the Holders of not less than a majority in principal amount Principal Amount of the Outstanding Securities of each series affected by such supplemental indentureSecurities, by Act of said Holders delivered to the Company, the Subsidiary Guarantors Company and the Trustee, the Company, when authorized by a Board Resolution, the Subsidiary Guarantors, when authorized by their respective Board Resolutions and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby:, (1i) change reduce the rate of or extend the time for payment of interest, if any, on the Security; or (ii) reduce the Principal Amount of, or extend the Stated Maturity of, any Security; or (iii) make any change that impairs or adversely affects the conversion rights of any Securities; or (iv) reduce the Redemption Price, the Repurchase Price or Fundamental Change Repurchase Price of any Security or amend or modify in any manner adverse to the Holders of Securities the Company’s obligation to make such payments, whether through an amendment or waiver of provisions in the covenants, definitions or otherwise; or (v) modify the provisions with respect to the right of Holders to cause the Company to repurchase Securities upon a Fundamental Change in a manner adverse to Holders of Securities; or (vi) make any interest or principal on a Security payable in money other than that stated in the Security or other than in accordance with the provisions of this Indenture; or (vii) impair the right of any Holder to receive payment of the principal of, or any installment of principal Principal Amount of or interest onor Liquidated Damages, any Securityif any, on a Holder’s Securities on or reduce after the principal amount thereof due dates therefor or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security or any other Security which would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502, or change any Place of Payment where, or the coin or currency in which, any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of (a) any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date or in the case of an offer to purchase Securities which has been made pursuant to a covenant contained in this Indenture, on or after the applicable purchase date), or (b) any conversion right with respect to any Security, such Holder’s Securities; or (viii) reduce the quorum or modify voting requirements under this Indenture; or (ix) change the provisions of this Indenture with respect to the conversion or subordination ranking of the Securities or the Subsidiary Guarantees, in a manner adverse to the Holders, or release any Subsidiary Guarantee other than as provided in this IndentureHolders of the Securities; or (2x) make any change in the amendment provisions which require each Holder’s consent or in the waiver provisions; or (xi) reduce the percentage in principal amount Principal Amount of the Outstanding Securities of any seriesSecurities, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture; or (3xii) modify any of the provisions of this Section, Section 513 9.02 or Section 10095.12, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby; provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section and Section 1009, or the deletion of this proviso, in accordance with the requirements of Sections 611 and 901(8); or (4xiii) following the making of an offer to purchase Securities from any Holder which has been made pursuant to a covenant contained in this Indenture, modify the provisions of this the Indenture with respect or the Pledge Agreement relating to such offer to purchase the Pledged Securities in a manner adverse to such Holder. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of in any other seriesmaterial respect. It shall not be necessary for any Act of Holders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. After a supplemental indenture under this Section 902 requiring the consent of the Holders of any series of Debt Securities is approved, the Company shall mail to Holders of that series of Debt Securities a notice briefly describing any amendment or supplement hereto effected by such supplemental indenture. The failure to give such notice to any such Holders, or any defect therein, shall not impair or affect the validity of any amendment or supplement hereto effected by such supplemental indenture with respect to other Holders.

Supplemental Indentures with Consent of Holders. With the consent of the Holders of not less than a majority in principal amount of the all Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Company, the Subsidiary Guarantors Guarantor (if any Securities are Guaranteed Securities) and the Trustee, the Company, when authorized by or pursuant to a Board Resolution, the Subsidiary GuarantorsGuarantor, when authorized by their respective or pursuant to a Guarantor’s Board Resolutions Resolution, and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities of such series and any related coupons under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby: (1) change the Stated Maturity of the principal ofof (or premium or Make-Whole Amount, if any, on) or any installment of principal of or interest interest, if any, on, any Security, ; or reduce the principal amount thereof or the rate or amount of interest thereon interest, if any, thereon, or any premium or Make-Whole Amount payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security or any other Security which that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5025.02 or the amount thereof provable in bankruptcy pursuant to Section 5.04, or adversely affect any right of repayment at the option of the Holder of any Security, or change any Place of Payment where, or the coin currency or currencies, currency unit or units or composite currency or currencies in which, any Security or any premium or Make-Whole Amount or the interest thereon is payable, or impair the right to institute suit for the enforcement of (a) any such payment on or after the Stated Maturity thereof (or, in the case of redemptionredemption or repayment at the option of the Holder, on or after the Redemption Date or in the Repayment Date, as the case of an offer to purchase Securities which has been made pursuant to a covenant contained in this Indenture, on or after the applicable purchase datemay be), or (b) any conversion right with respect to any Security, or modify the provisions of this Indenture with respect to the conversion or subordination of the Securities or the Subsidiary Guarantees, in a manner adverse to the Holders, or release any Subsidiary Guarantee other than as provided in this Indenture; or (2) reduce the percentage in principal amount of the Outstanding Securities of any seriesSeries, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver with respect to such Series (of or compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture; , or reduce the requirements of Section 15.04 for quorum or voting, or (3) modify or affect in any manner adverse to the interests of the Holders of any Securities the terms and conditions of the obligations of the Guarantor in respect of the due and punctual payment of principal of, or any premium or interest on, or any sinking fund requirements, with respect to the Guaranteed Securities, or (4) modify any of the provisions of this Section, Section 513 5.13 or Section 100910.09, except to increase any the required percentage to effect such percentage action or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby; , provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section 9.02 and Section 100910.09, or the deletion of this proviso, in accordance with the requirements of Sections 611 6.09(b) and 901(89.01(8); or (4) following . It shall not be necessary for any Act of Holders under this Section 9.02 to approve the making particular form of an offer to purchase Securities from any Holder which has been made pursuant to a covenant contained in this Indentureproposed supplemental indenture, modify but it shall be sufficient if such Act shall approve the provisions of this Indenture with respect to such offer to purchase in a manner adverse to such Holdersubstance thereof. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series Series of Securities, or which modifies the rights of the Holders of Securities of such series Series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. After a supplemental indenture under this Section 902 requiring the consent of the Holders of any series of Debt Securities is approved, the Company shall mail to Holders of that series of Debt Securities a notice briefly describing any amendment or supplement hereto effected by such supplemental indenture. The failure to give such notice to any such Holders, or any defect therein, shall not impair or affect the validity of any amendment or supplement hereto effected by such supplemental indenture with respect to other HoldersSeries.

Supplemental Indentures with Consent of Holders. With the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Company, the Subsidiary Guarantors Company and the Trustee, the Company, Company (when authorized by or pursuant to a Company's Board Resolution, the Subsidiary Guarantors, when authorized by their respective Board Resolutions ) and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities of such series under this IndentureIndenture or of the Securities of such series; provided, however, that no such supplemental indenture shallindenture, without the consent of the Holder of each Outstanding Security affected thereby:, shall (1) change the Stated Maturity of the principal of, or any premium or installment of principal of interest on or interest onany Additional Amounts with respect to, any Security, or reduce the principal amount thereof or the rate (or modify the calculation of such rate) of interest thereon or any Additional Amounts with respect thereto, or any premium payable upon the redemption thereofthereof or otherwise, or change the obligation of the Company to pay Additional Amounts pursuant to Section 10.4 (except as contemplated by Section 8.1(1) 61 70 and permitted by Section 9.1(1)), or reduce the amount of the principal of an Original Issue Discount Security or any other Security which that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5025.2 or the amount thereof provable in bankruptcy pursuant to Section 5.4, change the redemption provisions or adversely affect the right of repayment at the option of any Holder as contemplated by Article 13, or change any the Place of Payment wherePayment, or Currency in which the coin or currency in whichprincipal of, any Security or any premium or interest thereon on, or any Additional Amounts with respect to any Security is payable, or impair the right to institute suit for the enforcement of (a) any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date or or, in the case of an offer to purchase Securities which has been made pursuant to a covenant contained in this Indenturerepayment at the option of the Holder, on or after the applicable purchase datedate for repayment), or (b) any conversion right with respect to any Security, or modify the provisions of this Indenture with respect to the conversion or subordination of the Securities or the Subsidiary Guarantees, in a manner adverse to the Holders, or release any Subsidiary Guarantee other than as provided in this Indenture; or, (2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture; or, or reduce the requirements of Section 15.4 for quorum or voting, (3) modify any of the provisions of this Indenture relating to the subordination of the Securities in a manner adverse to Holders of Securities, (4) modify any of the provisions of this Section, Section 513 5.13 or Section 100910.6, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby; provided, howeveror (5) make any change that adversely affects the right to convert or exchange any Security into or for Common Stock of the Company or other securities (whether or not issued by the Company), that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section and Section 1009, cash or the deletion of this proviso, property in accordance with the requirements of Sections 611 and 901(8); or (4) following the making of an offer to purchase Securities from any Holder which has been made pursuant to a covenant contained in this Indenture, modify the provisions of this Indenture with respect to such offer to purchase in a manner adverse to such Holderits terms. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly shall have been included expressly and solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. It shall not be necessary for any Act of Holders of Securities under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. After a supplemental indenture under this Section 902 requiring the consent of the Holders of any series of Debt Securities is approved, the Company shall mail to Holders of that series of Debt Securities a notice briefly describing any amendment or supplement hereto effected by such supplemental indenture. The failure to give such notice to any such Holders, or any defect therein, shall not impair or affect the validity of any amendment or supplement hereto effected by such supplemental indenture with respect to other Holders.

Supplemental Indentures with Consent of Holders. With the consent of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Company, the Subsidiary Guarantors Company and the Trustee, the Company, Company (when authorized by or pursuant to a Company's Board Resolution, the Subsidiary Guarantors, when authorized by their respective Board Resolutions ) and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities of such series under this IndentureIndenture or of the Securities of such series; provided, however, that no such supplemental indenture shallindenture, without the consent of the each Holder of each Outstanding Security affected thereby, shall: (1) change the Stated Maturity of the principal of, or any premium or installment of principal of or interest on, any Security, or reduce the principal amount thereof or the rate (or modify the calculation of such rate) of interest thereon thereon, or any premium payable upon the redemption thereofthereof or otherwise, or reduce the amount of the principal of an Original Issue Discount Security or any other Security which that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5025.2 or the amount thereof provable in bankruptcy pursuant to Section 5.4, change the redemption provisions or adversely affect the right of repayment at the option of any Holder as contemplated by Article 13, or change any the Place of Payment wherePayment, or Currency in which the coin or currency in whichprincipal of, any Security or any premium or interest thereon on, any Security is payable, or impair the right to institute suit for the enforcement of (a) any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date or or, in the case of an offer to purchase Securities which has been made pursuant to a covenant contained in this Indenturerepayment at the option of the Holder, on or after the applicable purchase datedate for repayment), or (b) any conversion right with respect to any Security, or modify the provisions of this Indenture with respect to the conversion or subordination of the Securities or the Subsidiary Guarantees, in a manner adverse to the Holders, or release any Subsidiary Guarantee other than as provided in this Indenture; or (2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture; , or reduce the requirements of Section 15.4 for quorum or voting, or (3) modify any of the provisions of this Section, Section 513 5.13 or Section 100910.6, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby; provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section and Section 1009, or the deletion of this proviso, in accordance with the requirements of Sections 611 and 901(8); or (4) following the making modify any of an offer to purchase Securities from any Holder which has been made pursuant to a covenant contained in this Indenture, modify the provisions of this Indenture with respect relating to such offer to purchase the subordination of the Securities in a manner adverse to Holders of Securities; or (5) make any change that adversely affects the right to convert or exchange any Security into or for securities of the Company or other securities, (whether or not issued by the Company) cash or property in accordance with its terms. In computing whether the Holders of the requisite principal amount of Outstanding Securities have taken action under this Indenture or under a supplemental indenture hereto, the Company shall use: (i) for an Original Issue Discount security, the amount of the principal that would be due and payable as of that date, as if the Maturity of such HolderSecurity had been accelerated due to a default; and (ii) for a Security denominated in a Foreign Currency or Currencies, the Dollar equivalent of the outstanding principal amount as of that date, using the exchange rate in effect on the date of original issuance of such Security. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture Indenture, which has expressly shall have been included expressly and solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. It shall not be necessary for any Act of Holders of Securities under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. After Any consent given by any Holder of a supplemental indenture Security under this Section 902 requiring 9.2 shall be irrevocable for a period of six months after the day of execution thereof, but may be revoked at any time thereafter by such Holder or by his successor in title by filing written notice of such revocation with the Trustee at its corporate trust office; provided, however, that such consent shall not be revocable after the holders of not less than a majority in aggregate principal amount of the Holders Securities of any the series of Debt Securities which such Security is approved, a part at the Company time Outstanding shall mail have consented to Holders of that series of Debt Securities a notice briefly describing any amendment or supplement hereto effected by such supplemental indenture. The failure to give No notation on any Security of the fact of such notice to consent shall be necessary, but any such Holders, or any defect therein, shall not impair or affect written consent by the validity Holder of any amendment or supplement hereto effected by such supplemental indenture with respect to other HoldersSecurity shall be conclusive and binding on all future Holders and owners of the same Security and of all Securities delivered in exchange therefor, unless revoked in the manner and during the period provided in this Section 9.2.

Supplemental Indentures with Consent of Holders. With the consent of the Majority Holders of not less than a majority in principal amount of the Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Company, the Subsidiary Guarantors Company and the Trustee, the Company, when authorized by a Board Resolution, the Subsidiary Guarantors, when authorized by their respective Board Resolutions and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Security then Outstanding Security affected thereby: (1a) change reduce the rate of or extend the time for payment of interest, if any, on such Security; or (b) reduce the Principal Amount of, or extend the Stated Maturity of, such Security; or (c) make any change that impairs or adversely affects the conversion rights of such Security; or (d) reduce the Fundamental Change Repurchase Price of any Security, the Make-Whole Premium in relation to any Fundamental Change Conversion, or amend or modify in any manner adverse to the Holders the Company’s obligation to make such payments, whether through an amendment or waiver of provisions in the covenants, definitions or otherwise; or (e) modify the provisions with respect to the right of Holders to cause the Company to repurchase Securities upon a Fundamental Change in a manner adverse to Holders; or (f) make any interest or principal on a Security payable in money other than that stated in the Security or other than in accordance with the provisions of this Indenture; or (g) impair the right of any Holder to receive payment of the principal of, or any installment of principal Principal Amount of or interest on, any Security, on a Holder’s Securities on or reduce after the principal amount thereof due dates therefor or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security or any other Security which would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502, or change any Place of Payment where, or the coin or currency in which, any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of (a) any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date or in the case of an offer to purchase Securities which has been made pursuant to a covenant contained in this Indenture, on or after the applicable purchase date), or (b) any conversion right with respect to any Security, such ▇▇▇▇▇▇’s Securities; or (h) reduce the quorum or modify voting requirements under this Indenture; or (i) change the provisions of this Indenture with respect to the conversion or subordination ranking of the Securities or the Subsidiary Guarantees, in a manner adverse to the Holders, or release any Subsidiary Guarantee other than as provided in this Indenture; or (2j) make any change in the amendment provisions which require each Holder’s consent or in the waiver provisions; or (k) reduce the percentage in principal amount Principal Amount of the Outstanding Securities of any seriesthen Outstanding, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture; or (3l) modify any of the provisions of this Section, Section 513 9.02 or Section 10095.12, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Security then Outstanding Security affected thereby; provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section and Section 1009, or the deletion of this proviso, in accordance with the requirements of Sections 611 and 901(8); or (4m) following the making of an offer to purchase Securities from any Holder which has been made pursuant to a covenant contained in this Indenture, modify the provisions of this the Indenture with respect to such offer to purchase in a manner adverse to such Holder. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of in any other seriesmaterial respect. It shall not be necessary for any Act of Holders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. After a supplemental indenture under this Section 902 requiring the consent of the Holders of any series of Debt Securities is approved, the Company shall mail to Holders of that series of Debt Securities a notice briefly describing any amendment or supplement hereto effected by such supplemental indenture. The failure to give such notice to any such Holders, or any defect therein, shall not impair or affect the validity of any amendment or supplement hereto effected by such supplemental indenture with respect to other Holders.

Supplemental Indentures with Consent of Holders. With the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Company, the Subsidiary Guarantors and the Trustee, the Company, when authorized by a Board Resolution, the Subsidiary Guarantors, when authorized by their respective Board Resolutions Resolutions, and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby: (1) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security or any other Security which would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502, or change any Place of Payment where, or the coin or currency in which, any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of (a) any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date or in the case of an offer to purchase Securities which has been made pursuant to a covenant contained in this Indenture, on or after the applicable purchase date), ) or (b) any conversion right with respect to any Security, or modify the provisions of this Indenture with respect to the conversion or subordination of the Securities or the Subsidiary Guarantees, in a manner adverse to the Holders, or release any Subsidiary Guarantee other than as provided in this Indenture; or (2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture; or (3) modify any of the provisions of this Section, Section 513 or Section 1009, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby; provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section and Section 1009, or the deletion of this proviso, in accordance with the requirements of Sections 611 and 901(8); or (4) following the making of an offer to purchase Securities from any Holder which has been made pursuant to a covenant contained in this Indenture, modify the provisions of this Indenture with respect to such offer to purchase in a manner adverse to such Holder. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. After a supplemental indenture under this Section 902 requiring the consent of the Holders of any series of Debt Securities is approved, the Company shall mail to Holders of that series of Debt Securities a notice briefly describing any amendment or supplement hereto effected by such supplemental indenture. The failure to give such notice to any such Holders, or any defect therein, shall not impair or affect the validity of any amendment or supplement hereto effected by such supplemental indenture with respect to other Holders.

Supplemental Indentures with Consent of Holders. With the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Company, the Subsidiary Guarantors and the Trustee, the Company, when authorized by a Board Resolution, the Subsidiary Guarantors, when authorized by their respective Board Resolutions and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby:, (1) change the Stated Maturity of the principal of, or any installment instalment of principal of or interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security or any other Security which would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502, or change any Place of Payment where, or the coin or currency in which, any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of (a) any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date or in the case of an offer to purchase Securities which has been made pursuant to a covenant contained in this Indenture, on or after the applicable purchase date), ) or (b) any conversion right with respect to any Security, or modify the provisions of this Indenture with respect to (x) the conversion or subordination of the Securities or the Subsidiary GuaranteesGuarantees or (y) the conversion of the Securities, in either case in a manner adverse to the Holders, or release any Subsidiary Guarantee other than as provided in this Indenture; or (2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture; or (3) modify any of the provisions of this Section, Section 513 or Section 1009, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby; provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “"the Trustee” " and concomitant changes in this Section and Section 1009, or the deletion of this proviso, in accordance with the requirements of Sections 611 and 901(8); or (4) following the making of an offer to purchase Securities from any Holder which has been made pursuant to a covenant contained in this Indenture, modify the provisions of this Indenture with respect to such offer to purchase in a manner adverse to such Holder. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. After a supplemental indenture under this Section 902 requiring the consent of the Holders of any series of Debt Securities is approved, the Company shall mail to Holders of that series of Debt Securities a notice briefly describing any amendment or supplement hereto effected by such supplemental indenture. The failure to give such notice to any such Holders, or any defect therein, shall not impair or affect the validity of any amendment or supplement hereto effected by such supplemental indenture with respect to other Holders.

Supplemental Indentures with Consent of Holders. With the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Company, the Subsidiary Guarantors Company and the Trustee, the Company, when authorized by a Board Resolution, the Subsidiary Guarantors, when authorized by their respective Board Resolutions and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby: : (1) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security or any other Security which would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5025.2, or change any Place of Payment where, or the coin or currency in which, any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of (a) any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date or in the case of an offer to purchase Securities which has been made pursuant to a covenant contained in this Indenture, on or after the applicable purchase date), ) or (b) any conversion right with respect to any Security, or modify the provisions of this Indenture with respect to the conversion or subordination of the Securities or the Subsidiary GuaranteesSecurities, in a manner adverse to the Holders, or release any Subsidiary Guarantee other than as provided in this Indenture; or or (2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture; or or (3) modify any of the provisions of this Section, Section 513 5.13 or Section 100910.9, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby; provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section and Section 100910.9, or the deletion of this proviso, in accordance with the requirements of Sections 611 6.11 and 901(89.1(8); or or (4) following the making of an offer to purchase Securities from any Holder which has been made pursuant to a covenant contained in this Indenture, modify the provisions of this Indenture with respect to such offer to purchase in a manner adverse to such Holder. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. After a supplemental indenture under this Section 902 9.2 requiring the consent of the Holders of any series of Debt Securities is approved, the Company shall mail to Holders of that series of Debt Securities a notice briefly describing any amendment or supplement hereto effected by such supplemental indenture. The failure to give such notice to any such Holders, or any defect therein, shall not impair or affect the validity of any amendment or supplement hereto effected by such supplemental indenture with respect to other Holders.

Supplemental Indentures with Consent of Holders. With (a) The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies and with the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities Amount of the Recovery Bonds of each series affected by such supplemental indentureTranche to be adversely affected, by Act of said such Holders delivered to the Company, the Subsidiary Guarantors Issuer and the Indenture Trustee, the Company, when authorized by a Board Resolution, the Subsidiary Guarantors, when authorized by their respective Board Resolutions and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to to, or changing in any manner or eliminating any of the provisions of of, this Indenture or of modifying in any manner the rights of the Holders of Securities of such series the Recovery Bonds under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security Recovery Bond of each Tranche affected thereby: (1i) change the Stated Maturity date of the principal of, or payment of any installment of principal of or premium, if any, or interest on, on any SecurityRecovery Bond of such Tranche, or reduce the principal amount thereof thereof, the interest rate thereon or premium, if any, with respect thereto, change the provisions of this Indenture and the Series Supplement relating to the application of collections on, or the rate proceeds of interest thereon the sale of, the Recovery Bond Collateral to payment of principal of or any premium payable upon the redemption thereofpremium, if any, or reduce interest on the amount of the principal of an Original Issue Discount Security or any other Security which would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502Recovery Bonds, or change any Place place of Payment payment where, or the coin or currency in which, any Security Recovery Bond or any premium or the interest thereon is payable, or impair the right to institute suit for the enforcement of (a) any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date or in the case of an offer to purchase Securities which has been made pursuant to a covenant contained in this Indenture, on or after the applicable purchase date), or (b) any conversion right with respect to any Security, or modify the provisions of this Indenture with respect to the conversion or subordination of the Securities or the Subsidiary Guarantees, in a manner adverse to the Holders, or release any Subsidiary Guarantee other than as provided in this Indenture; or; (2ii) reduce the percentage in principal amount of the Outstanding Securities Amount of any seriesthe Recovery Bonds or of a Tranche thereof, the consent of whose the Holders of which is required for any such supplemental indenture, or the consent of whose the Holders of which is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) consequences provided for in this Indenture; orIndenture or modify certain aspects of the definition of the term “outstanding”; (3iii) reduce the percentage of the Outstanding Amount of the Recovery Bonds required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Recovery Bond Collateral pursuant to Section 5.04; (iv) modify any of the provisions provision of this Section, Section 513 or Section 1009, 9.02 except to increase any such percentage specified herein or to provide that certain other those provisions of this Indenture or the other Basic Documents referenced in this Section 9.02 cannot be modified or waived without the consent of the Holder of each Outstanding Security Recovery Bond affected thereby; provided, however, that ; (v) modify any of the provisions of this clause shall not be deemed Indenture in such manner as to require affect the consent calculation of the amount of any Holder with respect payment of interest, principal or premium, if any, due on any Recovery Bond on any Payment Date (including the calculation of any of the individual components of such calculation) or change the Expected Sinking Fund Schedule, Expected Amortization Schedule or Final Maturity Date of any Tranche of Recovery Bonds; (vi) decrease the Required Capital Level; (vii) permit the creation of any Lien ranking prior to changes in the references to “the Trustee” and concomitant changes in this Section and Section 1009, or the deletion of this proviso, in accordance on a parity with the requirements of Sections 611 and 901(8); or (4) following the making of an offer to purchase Securities from any Holder which has been made pursuant to a covenant contained in this Indenture, modify the provisions Lien of this Indenture with respect to such offer to purchase in a manner adverse to such Holder. A supplemental indenture which changes any part of the Recovery Bond Collateral or, except as otherwise permitted or eliminates any covenant or other provision contemplated herein, terminate the Lien of this Indenture which has expressly been included solely on any property at any time subject hereto or deprive the Holder of any Recovery Bond of the security provided by the Lien of this Indenture; (viii) cause any material adverse federal income tax consequence to the Seller, the Issuer, the Managers, the Indenture Trustee or the then existing Holders; or (ix) impair the right to institute suit for the benefit of one or more particular series of Securities, or which modifies the rights enforcement of the Holders provisions of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture regarding payment or application of the Holders of Securities of any other series. funds. (b) It shall not be necessary for any Act of the Holders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. After a . (c) Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture under pursuant to this Section 902 requiring 9.02, the consent Issuer shall send to the Rating Agencies a copy of such supplemental indenture and to the Holders of any series the Recovery Bonds to which such supplemental indenture relates either a copy of Debt Securities is approved, the Company shall mail to Holders of that series of Debt Securities such supplemental indenture or a notice briefly describing any amendment or supplement hereto effected by setting forth in general terms the substance of such supplemental indenture. The Any failure of the Issuer to give mail such notice to any such Holdersnotice, or any defect therein, shall not not, however, in any way impair or affect the validity of any amendment or supplement hereto effected by such supplemental indenture with respect to other Holdersindenture.

Supplemental Indentures with Consent of Holders. With the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Company, the Subsidiary Guarantors Guarantor and the Trustee, the CompanyCompany and the Guarantor, when authorized by a Board Resolution, the Subsidiary Guarantors, when authorized by their respective Board Resolutions and the Trustee may enter into an indenture one or more supplemental indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby:, (1) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount any Security or any other Security which that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502, or modify in any way the Company’s obligation to pay Additional Amounts pursuant to Section 1009 or change any Place of Payment where, or the coin or currency in which, any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of (a) any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date or in the case of an offer to purchase Securities which has been made pursuant to a covenant contained in this Indenture, on or after the applicable purchase dateDate), or (b) any conversion right with respect change the terms and conditions of the obligations of the Guarantor under the Guarantees to any Securitymake due and punctual payment of the principal, premium, if any, or modify the provisions of this Indenture with interest in respect to the conversion or subordination of the Securities or the Subsidiary GuaranteesSecurities, in a manner adverse to the Holders, or release any Subsidiary Guarantee other than as provided in this Indenture; or (2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture; , or (3) modify any of the provisions of this SectionSection 902, Section 513 or Section 10091011, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby; , provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section 902 and Section 10091011, or the deletion of this proviso, in accordance with the requirements of Sections 611 and 901(8); or (4) following the making of an offer to purchase Securities from any Holder which has been made pursuant to a covenant contained in this Indenture, modify the provisions of this Indenture with respect to such offer to purchase in a manner adverse to such HolderSection 611. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. It shall not be necessary for any Act of Holders under this Section 902 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. After a supplemental indenture under this Section 902 requiring the consent of the Holders of any series of Debt Securities is approved, the Company shall mail to Holders of that series of Debt Securities a notice briefly describing any amendment or supplement hereto effected by such supplemental indenture. The failure to give such notice to any such Holders, or any defect therein, shall not impair or affect the validity of any amendment or supplement hereto effected by such supplemental indenture with respect to other Holders.

Supplemental Indentures with Consent of Holders. With the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Company, the Subsidiary Guarantors Company and the Trustee, the Company, Company (when authorized by or pursuant to a Company's Board Resolution, the Subsidiary Guarantors, when authorized by their respective Board Resolutions ) and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities of such series under this IndentureIndenture or of the Securities of such series; provided, however, that no such supplemental indenture shallindenture, without the consent of the Holder of each Outstanding Security affected thereby, shall: (1) change the Stated Maturity of the principal of, or any premium or installment of principal of interest on or interest onany Additional Amounts with respect to, any Security, or reduce the principal amount thereof or the rate (or modify the calculation of such rate) of interest thereon or any Additional Amounts with respect thereto, or any premium payable upon the redemption thereofthereof or otherwise, or change the obligation of the Company and the Guarantors to pay Additional Amounts pursuant to the terms hereof (except as contemplated by Section 8.1(1) and permitted by Section 9.1(1)), or reduce the amount of the principal of an Original Issue Discount Security or any other Security which that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5025.2 or the amount thereof provable in bankruptcy pursuant to Section 5.4, change the redemption provisions or the right of repayment at the option of any Holder as contemplated by Article 13, in either case, in a manner adverse to the Holder, or change any the Place of Payment wherePayment, or Currency in which the coin or currency in whichprincipal of, any Security or any premium or interest thereon on, or any Additional Amounts with respect to any Security is payable, or impair the right to institute suit for the enforcement of (a) any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date or or, in the case of an offer to purchase Securities which has been made pursuant to a covenant contained in this Indenturerepayment at the option of the Holder, on or after the applicable purchase datedate for repayment), or (b) any conversion right with respect to any Security, or modify the provisions of this Indenture with respect to the conversion or subordination of the Securities or the Subsidiary Guarantees, in a manner adverse to the Holders, or release any Subsidiary Guarantee other than as provided in this Indenture; or (2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture; , or reduce the requirements of Section 15.4 for quorum or voting, or (3) modify any of the provisions of this Section, Section 513 5.13 or Section 100910.9, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby; provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section and Section 1009, or the deletion of this proviso, in accordance with the requirements of Sections 611 and 901(8); or (4) following make any change that adversely affects the making right to convert or exchange any Security into or for securities of an offer to purchase Securities the Company or the Guarantors or other securities (whether or not issued by the Company or the Guarantors), cash or property in accordance with its terms, or (5) release any Guarantor from any Holder which has been made pursuant to a covenant contained of its obligations under its Guarantee or this Indenture otherwise in accordance with the terms of this Indenture, or (6) modify any of the provisions of this Indenture with respect to such offer to purchase in a manner adverse to such Holderabove provisions. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly shall have been included expressly and solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. It shall not be necessary for any Act of Holders of Securities under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. After a supplemental indenture under this Section 902 requiring the consent of the Holders of any series of Debt Securities is approved, the Company shall mail to Holders of that series of Debt Securities a notice briefly describing any amendment or supplement hereto effected by such supplemental indenture. The failure to give such notice to any such Holders, or any defect therein, shall not impair or affect the validity of any amendment or supplement hereto effected by such supplemental indenture with respect to other Holders.

Supplemental Indentures with Consent of Holders. With the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Company, the Subsidiary Guarantors Guarantor and the Trustee, the Company, Company and the Guarantor (when authorized by or pursuant to either a Company or Guarantor Board Resolution, the Subsidiary Guarantors, when authorized by their respective Board Resolutions ) and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities of such series under this IndentureIndenture or of the Securities of such series; provided, however, that no such supplemental indenture shallindenture, without the consent of the Holder of each Outstanding Security affected thereby:, shall (1) change the Stated Maturity of the principal of, or any premium or installment of principal of interest on or interest onany Additional Amounts with respect to, any Security, or reduce the principal amount thereof (or modify the calculation of such principal amount) or the rate (or modify the calculation of such rate) of interest thereon or any Additional Amounts with respect thereto, or any premium payable upon the redemption thereof, thereof or reduce the amount of the principal of an Original Issue Discount Security or any other Security which would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502otherwise, or change the obligation of the Company to pay Additional Amounts (except as contemplated by Section 8.1(1) and permitted by Section 9.1(1)) or change the redemption provisions or adversely affect the right of repayment at the option of any Holder as contemplated by Article 14, or change the Place of Payment wherePayment, or Currency in which the coin or currency in whichprincipal of, any Security or any premium or interest thereon on, or any Additional Amounts with respect to any Security is payable, or impair the right to institute suit for the enforcement of (a) any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date or or, in the case of an offer to purchase Securities which has been made pursuant to a covenant contained in this Indenturerepayment at the option of the Holder, on or after the applicable purchase datedate for repayment), or (b) any conversion right with respect to any Security, or modify the provisions of this Indenture with respect to the conversion or subordination of the Securities or the Subsidiary Guarantees, in a manner adverse to the Holders, or release any Subsidiary Guarantee other than as provided in this Indenture; or, (2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture; or, or reduce the requirements of Section 16.4 for quorum or voting, (3) modify any of the provisions of this Section, Section 513 5.13 or Section 100910.5, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby; provided, (4) make any change that adversely affects the right to convert or exchange any Security into or for Common Stock of the Company or other securities (whether or not issued by the Company), howevercash or property in accordance with its terms, that this clause shall not be deemed to require or (5) release the consent Guarantor from any of any Holder with respect to changes in its obligations under the references to “the Trustee” and concomitant changes in this Section and Section 1009Guarantee, or the deletion of this proviso, except in accordance with the requirements terms of Sections 611 and 901(8); or (4) following the making of an offer to purchase Securities from any Holder which has been made pursuant to a covenant contained in this Indenture. Upon the request of the Company or the Guarantor, modify accompanied by a Board Resolution authorizing the provisions execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Holders of Securities as aforesaid and other documents, if any, required by Section 1.4 or by Section 1.5 the Trustee shall join with the Company and the Guarantor in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or immunities under this Indenture with respect to or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such offer to purchase in a manner adverse to such Holdersupplemental indenture. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly shall have been included expressly and solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. It shall not be necessary for any Act of Holders of Securities under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. After a supplemental indenture under this Section 902 requiring the consent of the Holders of any series of Debt Securities is approved, the Company shall mail to Holders of that series of Debt Securities a notice briefly describing any amendment or supplement hereto effected by such supplemental indenture. The failure to give such notice to any such Holders, or any defect therein, shall not impair or affect the validity of any amendment or supplement hereto effected by such supplemental indenture with respect to other Holders.

Supplemental Indentures with Consent of Holders. With the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Company, the Subsidiary Guarantors Company and the Trustee, the Company, Company (when authorized by or pursuant to a Board Resolution), the Subsidiary Guarantors, Guarantors (each when authorized by their respective or pursuant to a Guarantor’s Board Resolutions Resolution) and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of the Securities of such series or the Guarantees of such Securities or of modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, that no such supplemental indenture shallindenture, without the consent of the Holder of each Outstanding Security affected thereby:, shall (1) change the Stated Maturity of the principal of, or premium, if any, or any installment of principal of interest, if any, on, or interest onany Additional Amounts, if any, with respect to, any Security, or reduce the principal amount thereof or the premium, if any, thereon or the rate (or modify the calculation of such rate) of interest thereon thereon, or any premium reduce the amount payable upon redemption, whether such redemption is mandatory or at the redemption thereofoption of the Company, or upon repayment thereof at the option of the Holder, or reduce any Additional Amounts payable with respect thereto, or change the obligation of the Company to pay Additional Amounts pursuant to Section 1004 (except as contemplated by Section 801(1) and permitted by Section 901(1)), or reduce the amount of the principal of an any Original Issue Discount Security or any other Security which that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502502 or the amount thereof provable in bankruptcy pursuant to Section 504, or adversely affect the right of repayment at the option of any Holder as contemplated by Article Thirteen, or change any the Place of Payment where, where or the coin or currency Currency in whichwhich the principal of, any Security or any premium or interest thereon on, or any Additional Amounts with respect to any Security is payable, or impair the right to institute suit for the enforcement of (a) any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date or, in the case of repayment pursuant to Article Thirteen at the option of the Holder, on or after the date for repayment) in each case as such Stated Maturity, Redemption Date or date for repayment may, if applicable, be extended in accordance with the terms of such Security or any Coupon appertaining thereto, or in the case of an offer any Security which is convertible into or exchangeable for other securities or property, impair the right to purchase Securities which has been made pursuant institute suit to a covenant contained enforce the right to convert or exchange such Security in this Indentureaccordance with its terms, on or after the applicable purchase date), or (b) any conversion right with respect to any Security, or modify the provisions of this Indenture with respect to the conversion or subordination of the Securities or the Subsidiary Guarantees, in a manner adverse to the Holders, or release any Subsidiary Guarantee other than as provided in this Indenture; or (2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in Section 513 or 1006 of this Indenture; , or reduce the requirements of Section 1504 for quorum or voting, or (3) make any change that adversely affects the right, if any, to convert or exchange any Security for Common Shares or other securities or property in accordance with its terms, or (4) modify any of the provisions of this Section, Section 513 or Section 10091006, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby; provided, however, that this clause shall not be deemed or (5) modify or affect in any manner adverse to require the consent Holders of the Securities of any Holder series the terms and conditions of the obligations of the Guarantors in respect of the due and punctual payments of principal of, or premium, if any, or interest, if any, on or any sinking fund requirements or Additional Amounts or other amounts payable with respect to changes to, the Securities of such series; or release any Guarantor from any of its obligations under any of its Guarantees of the Securities of any series or its obligations under this Indenture in respect of the references to “the Trustee” and concomitant changes in this Section and Section 1009, or the deletion Securities of this proviso, any series except in accordance with the requirements of Sections 611 and 901(8); or (4) following the making of an offer to purchase Securities from any Holder which has been made pursuant to a covenant contained in this Indenture, modify the provisions of this Indenture with respect to such offer to purchase in a manner adverse to such Holderterms set forth herein. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly shall have been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. Anything in this Indenture to the contrary notwithstanding, if more than one series of Securities is Outstanding, the Company and the Guarantors shall be entitled to enter into a supplemental indenture under this Section 902 with respect to any one or more series of Outstanding Securities without entering into a supplemental indenture with respect to any other series of Outstanding Securities. It shall not be necessary for any Act of Holders of Securities under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. After a supplemental indenture under this Section 902 requiring the consent of the Holders of any series of Debt Securities is approved, the Company shall mail to Holders of that series of Debt Securities a notice briefly describing any amendment or supplement hereto effected by such supplemental indenture. The failure to give such notice to any such Holders, or any defect therein, shall not impair or affect the validity of any amendment or supplement hereto effected by such supplemental indenture with respect to other Holders.

Supplemental Indentures with Consent of Holders. With the consent of the Holders of not less than a majority in principal amount of the all Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Company, the Subsidiary Guarantors Company and the Trustee, the Company, when authorized by or pursuant to a Board Resolution, the Subsidiary Guarantors, when authorized by their respective Board Resolutions and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities of such series and any related coupons under this Indenture; providedPROVIDED, howeverHOWEVER, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby: (1) change the Stated Maturity of the principal ofof (or premium, if any, on) or any installment of principal of or interest on, any Security, subject to the provisions of Section 308; or reduce the principal amount thereof or the rate of interest thereon (or change the manner of calculating the rate of interest, thereon, or any premium payable upon the redemption thereof, or change any obligation of the Company to pay Additional Amounts pursuant to Section 1004 (except as contemplated by Section 801(1) and permitted by Section 901(1)), or reduce the amount portion of the principal of an Original Issue Discount Security or any other Indexed Security which that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502502 or the amount thereof provable in bankruptcy pursuant to Section 504, or adversely affect any right of repayment at the option of the Holder of any Security, or change any Place of Payment where, or the coin or currency Currency in which, any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of (a) any such payment on or after the Stated Maturity thereof (or, in the case of redemptionredemption or repayment at the option of the Holder, on or after the Redemption Date or in the Repayment Date, as the case of an offer to purchase Securities which has been made pursuant to a covenant contained in this Indenture, on or after the applicable purchase datemay be), or (b) adversely affect any conversion right with respect to convert or exchange any SecuritySecurity as may be provided pursuant to Section 301 herein, or modify the provisions of this Indenture with respect to the conversion or subordination of the Securities or the Subsidiary Guarantees, in a manner adverse to the Holders, or release any Subsidiary Guarantee other than as provided in this Indenture; or (2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver with respect to such series (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture; , or reduce the requirements of Section 1504 for quorum or voting, or (3) modify any of the provisions of this Section, Section 513 or Section 10091007, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby; provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section and Section 1009, or the deletion of this proviso, in accordance with the requirements of Sections 611 and 901(8); or (4) following the making of an offer to purchase Securities from any Holder which has been made pursuant to a covenant contained in this Indenture, modify the provisions of this Indenture with respect to such offer to purchase in a manner adverse to such Holder. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. After a supplemental indenture under this Section 902 requiring the consent of the Holders of any series of Debt Securities is approved, the Company shall mail to Holders of that series of Debt Securities a notice briefly describing any amendment or supplement hereto effected by such supplemental indenture. The failure to give such notice to any such Holders, or any defect therein, shall not impair or affect the validity of any amendment or supplement hereto effected by such supplemental indenture with respect to other Holders.

Supplemental Indentures with Consent of Holders. With the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Company, the Subsidiary Guarantors Company and the Trustee, the Company, Company (when authorized by or pursuant to a Company’s Board Resolution), the Subsidiary Guarantors, Guarantor (when authorized by their respective or pursuant to a Board Resolutions Resolution of the Guarantor’s Board of Directors) and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities of such series under this IndentureIndenture or of the Securities of such series; provided, however, that no such supplemental indenture shallindenture, without the consent of the Holder of each Outstanding Security affected thereby:, shall (1) change the Stated Maturity of the principal of, or any premium or installment of principal of interest on or interest onany Additional Amounts with respect to, any Security, or reduce the principal amount thereof (or modify the calculation of such principal amount) or the rate (or modify the calculation of such rate) of interest thereon or any Additional Amounts with respect thereto, or any premium payable upon the redemption thereofthereof or otherwise, or reduce change the amount obligation of the principal of an Original Issue Discount Security or any other Security which would be due and payable upon a declaration of acceleration of the Maturity thereof Company to pay Additional Amounts pursuant to Section 50210.4 (except as contemplated by Section 8.1(1) and permitted by Section 9.1(1)) or change the redemption provisions or adversely affect the right of repayment at the option of any Holder as contemplated by Article 13, or change any the Place of Payment wherePayment, or Currency in which the coin or currency in whichprincipal of, any Security or any premium or interest thereon on, or any Additional Amounts with respect to any Security is payable, or impair the right to institute suit for the enforcement of (a) any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date or or, in the case of an offer to purchase Securities which has been made pursuant to a covenant contained in this Indenturerepayment at the option of the Holder, on or after the applicable purchase datedate for repayment), or (b) any conversion right with respect to any Security, or modify the provisions of this Indenture with respect to the conversion or subordination of the Securities or the Subsidiary Guarantees, in a manner adverse to the Holders, or release any Subsidiary Guarantee other than as provided in this Indenture; or (2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture; , or (3) modify any of the provisions of this Section, Section 513 5.13 or Section 100910.6, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby; provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section and Section 1009, or the deletion of this proviso, in accordance with the requirements of Sections 611 and 901(8); or (4) following make any change that adversely affects the making right to convert or exchange any Security into or for Common Stock of an offer to purchase Securities from any Holder which has been made pursuant to a covenant contained the Company or other securities (whether or not issued by the Company), cash or property in this Indenture, modify the provisions of this Indenture accordance with respect to such offer to purchase in a manner adverse to such Holderits terms. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly shall have been included expressly and solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. It shall not be necessary for any Act of Holders of Securities under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. After a supplemental indenture under this Section 902 requiring the consent of the Holders of any series of Debt Securities is approved, the Company shall mail to Holders of that series of Debt Securities a notice briefly describing any amendment or supplement hereto effected by such supplemental indenture. The failure to give such notice to any such Holders, or any defect therein, shall not impair or affect the validity of any amendment or supplement hereto effected by such supplemental indenture with respect to other Holders.

Supplemental Indentures with Consent of Holders. (a) With the written consent of (i) the Holders of not less than Collateral Manager and (ii) a majority in principal amount of the Outstanding Securities Majority of each series Class of Secured Debt and Subordinated Securities (voting separately by Class) materially and adversely affected by such supplemental indenturethereby, by Act of said Holders delivered to if any the Company, the Subsidiary Guarantors Collateral Trustee and the TrusteeIssuers may, the Companysubject to Section 8.3 execute one or more supplemental indentures to add provisions to, when authorized by a Board Resolution, the Subsidiary Guarantors, when authorized by their respective Board Resolutions and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing change in any manner or eliminating eliminate any of the provisions of of, this Indenture or of modifying modify in any manner the rights of the Holders of the Secured Debt or Subordinated Securities of such series any Class under this Indenture; providedprovided that, howevernotwithstanding anything herein to the contrary, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security Secured Debt or Subordinated Securities of each Class materially and adversely affected thereby: (1i) change the Stated Maturity of the principal of, of or the due date of any installment of principal of or interest onon any Secured Debt, any Security, or reduce the principal amount thereof or the rate of interest thereon (except in connection with a Re-Pricing) or, except as otherwise expressly permitted by this Indenture, the Redemption Price with respect to any Secured Debt or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security or any other Security which would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502Subordinated Securities, or change the earliest date on which Secured Debt or Subordinated Securities of any Place Class may be redeemed or re-priced, change the provisions of Payment this Indenture relating to the application of proceeds of any Assets to the payment of principal of or interest on the Secured Debt, or distributions on the Subordinated Securities or change any place where, or the coin or currency in which, any Security Secured Debt or Subordinated Securities or the principal thereof or interest or any premium or interest distribution thereon is payable, or impair the right to institute suit for the enforcement of (a) any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the applicable Redemption Date or Date); provided that this Indenture may be amended without the consent of the Holders (except as expressly provided in the case of Section 8.1(xxiv)) to facilitate a change from LIBOR to an offer to purchase Securities which has been made Alternative Base Rate pursuant to a covenant contained in this Indenture, on or after the applicable purchase date), or (b) any conversion right with respect to any Security, or modify the provisions of this Indenture with respect to the conversion or subordination of the Securities or the Subsidiary Guarantees, in a manner adverse to the Holders, or release any Subsidiary Guarantee other than as provided in this Indenture; orBase Rate Amendment; (2ii) reduce the percentage in principal amount of the Aggregate Outstanding Securities Amount of any series, the Holders of each Class whose consent of whose Holders is required for the authorization of any such supplemental indenture, indenture or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and or their consequences) consequences provided for in herein; (iii) materially impair or materially adversely affect the Assets except as otherwise permitted herein; (iv) except as otherwise permitted by this Indenture; or, permit the creation of any lien ranking prior to or on a parity with the lien of this Indenture with respect to any part of the Assets or terminate such lien on any property at any time subject hereto or deprive the Holder of any Secured Debt of the security afforded by the lien of this Indenture; (3v) reduce the percentage of the Aggregate Outstanding Amount of Holders of any Class of Secured Debt whose consent is required to request the Collateral Trustee to preserve the Assets or rescind the Collateral Trustee’s election to preserve the Assets pursuant to Section 5.5 or to sell or liquidate the Assets pursuant to Section 5.4 or 5.5; (vi) modify any of the provisions of (x) this Section, Section 513 or Section 10098.2, except to increase the percentage of Outstanding Class A Debt, Class B Notes or Subordinated Securities, the consent of the holders of which is required for any such percentage action or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Class A Note Outstanding, Class A-F Note Outstanding, Class A Loan Outstanding, Class B Note Outstanding, or Subordinated Security Outstanding Security and affected thereby; provided, however, that this clause shall not be deemed to require thereby or (y) Section 8.1 or Section 8.3; (vii) modify the consent definitions of any Holder with respect to changes in of the references to terms “the TrusteeOutstanding,” “Class,” “Controlling Class,” “Majority” and concomitant changes in this Section and Section 1009, “Supermajority” or the deletion Priority of this proviso, Payments set forth in accordance with the requirements of Sections 611 and 901(8Section 11.1(a); or (4viii) following the making modify any of an offer to purchase Securities from any Holder which has been made pursuant to a covenant contained in this Indenture, modify the provisions of this Indenture with respect to in such offer to purchase in a manner adverse as to such Holder. A supplemental indenture which changes affect the calculation of the amount of any payment of interest or eliminates principal on any covenant Secured Debt or other provision of this Indenture which has expressly been included solely any amount available for distribution to the benefit of one or more particular series of Subordinated Securities, or which modifies to affect the rights of the Holders of any Secured Debt or Subordinated Securities to the benefit of any provisions for the redemption of such series with respect Secured Debt or Subordinated Securities contained herein. The Collateral Trustee may conclusively rely on an Opinion of Counsel (which may be supported as to factual (including financial and capital markets) matters by any relevant certificates and other documents necessary or advisable in the judgment of counsel delivering the opinion) or a Responsible Officer’s certificate of the Collateral Manager as to whether the interests of any Holder of Secured Debt or Subordinated Securities would be materially and adversely affected by the modifications set forth in any supplemental indenture entered in pursuant to this Section 8.2, it being expressly understood and agreed that the Collateral Trustee shall have no obligation to make any determination as to the satisfaction of the requirements related to any supplemental indenture which may form the basis of such covenant Opinion of Counsel or other provision, such Responsible Officer’s certificate. Such determination shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other seriesconclusive and binding on all present and future Holders. It The Collateral Trustee shall not be necessary liable for any Act such determination made in good faith and in reliance upon an Opinion of Holders under this Section Counsel or such a Responsible Officer’s certificate delivered to approve the particular form Collateral Trustee as described herein. Notwithstanding the foregoing, if a Majority of any proposed Class has provided written notice to the Collateral Trustee at least three Business Days prior to the execution of such supplemental indenture that such Class would be materially and adversely affected thereby (and setting forth in reasonable detail how such Class would be materially and adversely affected) and such Class is not being redeemed or prepaid in connection with the execution of such supplemental indenture, but it the Collateral Trustee shall be sufficient if not enter into such Act shall approve the substance thereof. After a supplemental indenture under this Section 902 requiring without the consent of the Holders a Majority (or such greater portion as may be required above) of any series of Debt Securities is approved, the Company shall mail to Holders of that series of Debt Securities a notice briefly describing any amendment or supplement hereto effected by such supplemental indenture. The failure to give such notice to any such Holders, or any defect therein, shall not impair or affect the validity of any amendment or supplement hereto effected by such supplemental indenture with respect to other HoldersClass.

Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Section 8.01) of the Holders holders of not less than a majority in aggregate principal amount of the Outstanding Securities of each all series at the time Outstanding affected by such supplemental indenture, by Act of said Holders delivered to the Company, the Subsidiary Guarantors and the Trusteeindenture (voting as one class), the Company, when authorized by a Board Resolution, the Subsidiary Guarantors, when authorized by their respective Board Resolutions and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders holders of the Securities of such series under this Indenture; provided, however, that no such supplemental indenture shall, without shall (a) extend the consent fixed maturity of the Holder of each Outstanding Security affected thereby: (1) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any SecuritySecurities, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereofpremium, if any, or reduce the amount rate or extend the time of payment of interest thereon, without the consent of the principal holder of an Original Issue Discount each Security or any other Security which would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502so affected, or change any Place of Payment where, or the coin or currency in which, any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of (a) any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date or in the case of an offer to purchase Securities which has been made pursuant to a covenant contained in this Indenture, on or after the applicable purchase date), or (b) any conversion right with respect to any Security, or modify the provisions of this Indenture with respect to the conversion or subordination of the Securities or the Subsidiary Guarantees, in a manner adverse to the Holders, or release any Subsidiary Guarantee other than as provided in this Indenture; or (2) reduce the aforesaid percentage in principal amount of the Outstanding Securities of any seriesSecurities, the consent of whose Holders the holders of which is required for any such supplemental indenture, or without the consent of whose Holders is required for any waiver the holders of all Securities then Outstanding, (c) modify the subordination provisions in a manner adverse to the holders of compliance with certain provisions of this Indenture such Securities, or certain defaults hereunder and their consequences) provided for in this Indenture; or (3d) modify any of the provisions above provisions. Upon the request of this Sectionthe Company, Section 513 accompanied by a copy of a Board Resolution certified by the Secretary or Section 1009, except to increase the Assistant Secretary of the Company authorizing the execution of any such percentage or to provide that certain other provisions supplemental indenture, and upon the filing with the Trustee of this Indenture cannot be modified or waived without evidence of the consent of securityholders as aforesaid, the Holder Trustee shall join with the Company in the execution of each Outstanding Security affected thereby; providedsuch supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, howeverduties or immunities under this Indenture or otherwise, that this clause in which case the Trustee may in its discretion, but shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section and Section 1009obligated to, or the deletion of this proviso, in accordance with the requirements of Sections 611 and 901(8); or (4) following the making of an offer to purchase Securities from any Holder which has been made pursuant to a covenant contained in this Indenture, modify the provisions of this Indenture with respect to enter into such offer to purchase in a manner adverse to such Holder. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other seriesindenture. It shall not be necessary for any Act the consent of Holders the securityholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act consent shall approve the substance thereof. After a Promptly after the execution by the Company and the Trustee of any supplemental indenture under pursuant to the provisions of this Section 902 requiring the consent of the Holders of any series of Debt Securities is approvedArticle 10, the Company shall mail provide notice, in the manner and to Holders the extent provided in Section 15.04, setting forth in general terms the substance of that series of Debt Securities a notice briefly describing any amendment or supplement hereto effected by such supplemental indenture, to all holders of Securities of each series so affected. The Any failure of the Company so to give provide such notice to any such Holdersnotice, or any defect therein, shall not not, however, in any way impair or affect the validity of any amendment or supplement hereto effected by such supplemental indenture with respect to other Holdersindenture.

Supplemental Indentures with Consent of Holders. With the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series affected by such supplemental indentureindenture (and, in the case of any series of Securities held as assets of an ACE Trust, such consent of holders of the Preferred Securities and the Common Securities of such ACE Trust as may be required under the Trust Agreement of such ACE Trust), by Act of said Holders delivered to the Company, the Subsidiary Guarantors Guarantor and the Trustee, the Company, Company (when authorized by or pursuant to a Company's Board Resolution), the Subsidiary Guarantors, Guarantor (when authorized by their respective or pursuant to a Guarantor's Board Resolutions Resolution) and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities of such series under this IndentureIndenture or of the Securities of such series; provided, however, that no such supplemental indenture shallindenture, without the consent of the Holder of each Outstanding Security affected thereby:, shall (1) change the Stated Maturity of the principal of, or any premium or installment of principal of interest (including any Additional Interest) on or interest onany Additional Amounts with respect to, any Security, or reduce the principal amount thereof or the rate (or modify the calculation of such rate) of interest (including any Additional Interest) thereon or any Additional Amounts with respect thereto, or any premium payable upon the redemption thereofthereof or otherwise, or change the obligation of the Company and the Guarantor to pay Additional Amounts pursuant to the terms hereof (except as contemplated by Section 8.1(1) and permitted by Section 9.1(1)), or reduce the amount of the principal of an Original Issue Discount Security or any other Security which that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5025.2 or the amount thereof provable in bankruptcy pursuant to Section 5.4, change the redemption provisions or adversely affect the right of repayment at the option of any Holder as contemplated by Article 13, or change any the Place of Payment wherePayment, or Currency in which the coin or currency in whichprincipal of, any Security or any premium or interest thereon (including any Additional Interest) on, or any Additional Amounts with respect to any Security is payable, or impair the right to institute suit for the enforcement of (a) any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date or or, in the case of an offer to purchase Securities which has been made pursuant to a covenant contained in this Indenturerepayment at the option of the Holder, on or after the applicable purchase datedate for repayment), or (b) any conversion right with respect to any Security, or modify the provisions of this Indenture with respect to the conversion or subordination of the Securities or the Subsidiary Guarantees, in a manner adverse to the Holders, or release any Subsidiary Guarantee other than as provided in this Indenture; or (2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture; , or reduce the requirements of Section 15.4 for quorum or voting, or (3) modify any of the provisions of this Indenture relating to the subordination of the Securities or the Guarantee in respect thereof in a manner adverse to Holders of Securities, or (4) modify or effect in any manner adverse to the Holders the terms and conditions of the obligations of the Guarantor in respect of the due and punctual payments of principal of, or any premium or interest (including any Additional Interest) on, or any sinking fund requirements or Additional Amounts with respect to, the Securities, or (5) modify any of the provisions of this Section, Section 513 5.13 or Section 100910.6, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby; provided, however, or (6) make any change that this clause shall not be deemed adversely affects the right to require convert or exchange any Security into or for securities of the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section and Section 1009, Company or the deletion of this provisoGuarantor or other securities (whether or not issued by the Company or the Guarantor), cash or property in accordance with its terms, provided that, in the requirements case of Sections 611 the Securities of a series issued to an ACE Trust, so long as any of the Preferred Securities of such ACE Trust remain outstanding, no such amendment shall be made that adversely affects the holders of such Preferred Securities, and 901(8); or (4) following the making of an offer to purchase Securities from any Holder which has been made pursuant to a covenant contained in this Indenture, modify the provisions no termination of this Indenture shall occur, and no waiver of any Event of Default or compliance with any covenant under this Indenture shall be effective, without the prior consent of the holders of at least a majority of the liquidation amount of such Preferred Securities then outstanding unless and until the principal of, any premium or, subject to Section 3.7, interest (including any Additional Interest) on, and any Additional Amounts with respect to, the Securities of such series have been paid in full; and provided further that in the case of the Securities of a series issued to an ACE Trust, so long as any of the Preferred Securities of such offer ACE Trust remain outstanding, no amendment shall be made to purchase Section 5.8 of this Indenture without the prior consent of the holder of each Preferred Security then outstanding unless and until the principal of, any premium or, subject to Section 3.7, interest (including any Additional Interest) on, and any Additional Amounts with respect to, the Securities of such series have been paid in a manner adverse to such Holderfull. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly shall have been included expressly and solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. It shall not be necessary for any Act of Holders of Securities or holders of Preferred Securities under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. After a supplemental indenture under this Section 902 requiring the consent of the Holders of any series of Debt Securities is approved, the Company shall mail to Holders of that series of Debt Securities a notice briefly describing any amendment or supplement hereto effected by such supplemental indenture. The failure to give such notice to any such Holders, or any defect therein, shall not impair or affect the validity of any amendment or supplement hereto effected by such supplemental indenture with respect to other Holders.

Supplemental Indentures with Consent of Holders. (a) With the consent (evidenced as provided in Article 8) of the Holders of not less than a majority 66?% in aggregate principal amount of the Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to Notes at the Companytime Outstanding, the Subsidiary Guarantors Trust and the TrusteeIndenture Trustee may, the Companyfrom time to time and at any time, when authorized by a Board Resolution, the Subsidiary Guarantors, when authorized by their respective Board Resolutions and the Trustee may enter into an indenture or indentures supplemental hereto a Supplemental Indenture for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this the Indenture or of any Supplemental Indenture or Note Certificate or of modifying in any manner the rights of the Holders of Securities of such series under this Indenturethe Notes; provided, howeverPROVIDED, that no such supplemental indenture Supplemental Indenture shall: (i) change the final maturity of any Note, or reduce the principal amount thereof, or reduce the rate or extend the time of payment of interest or any other amount payable thereon, or impair or affect the right of any Holder to institute suit for the payment thereof without the consent of the Holder of each Outstanding Security Note so affected thereby:or modify any redemption or repayment provisions applicable to the Notes; (1ii) change permit the Stated Maturity creation of any Lien on the Collateral or any part thereof (other than the Security Interest in favor of the principal of, or any installment of principal of or interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount Indenture Trustee on behalf of the principal of an Original Issue Discount Holders) or terminate the Security or Interest as to any other Security which would be due and payable upon a declaration of acceleration part of the Maturity thereof pursuant to Section 502Collateral, or change any Place of Payment where, or except as permitted by the coin or currency in which, any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of (a) any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date or in the case of an offer to purchase Securities which has been made pursuant to a covenant contained in this Indenture, on or after the applicable purchase date), or (b) any conversion right with respect to any Security, or modify the provisions of this Indenture with respect to the conversion or subordination of the Securities or the Subsidiary Guarantees, in a manner adverse to the Holders, or release any Subsidiary Guarantee other than as provided in this Indenture; or (2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture; or (3iii) modify any of the provisions of this Section, Section 513 or Section 1009, 9.2 except to increase the aforementioned percentage of Notes required to approve any such percentage or to provide that certain other provisions Supplemental Indenture. (b) Upon the request of this the Trust, and upon the filing with the Indenture cannot be modified or waived without Trustee of evidence of the consent of each Holder and other documents, if any, required by Section 8.1 the Holder Indenture Trustee shall join with the Trust in the execution of each Outstanding Security affected thereby; providedsuch Supplemental Indenture unless such Supplemental Indenture affects the Indenture Trustee's own rights, howeverduties or immunities under the Indenture or otherwise, that this clause in which case the Indenture Trustee may in its discretion, but shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section and Section 1009obligated to, or the deletion of this proviso, in accordance with the requirements of Sections 611 and 901(8); orenter into such Supplemental Indenture. (4c) following the making of an offer to purchase Securities from any Holder which has been made pursuant to a covenant contained in this Indenture, modify the provisions of this Indenture with respect to such offer to purchase in a manner adverse to such Holder. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. It shall not be necessary for any Act the consent of the Holders under this Section to approve the particular form of any proposed supplemental indentureSupplemental Indenture, but it shall be sufficient if such Act consent shall approve the substance thereof. After a supplemental indenture under . (d) Promptly after the execution by the Trust and the Indenture Trustee of any Supplemental Indenture pursuant to the provisions of this Section 902 requiring Section, the consent of Indenture Trustee shall notify the Holders of any series each Note, as provided in the Indenture, setting forth in general terms the substance of Debt Securities is approved, such Supplemental Indenture. Any failure of the Company shall mail Indenture Trustee to Holders of that series of Debt Securities a notice briefly describing any amendment or supplement hereto effected by provide such supplemental indenture. The failure to give such notice to any such Holdersnotice, or any defect therein, shall not not, however, in any way impair or affect the validity of any amendment or supplement hereto effected by such supplemental indenture with respect to other HoldersSupplemental Indenture.

Supplemental Indentures with Consent of Holders. With the consent of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of each series affected by such supplemental indenture(which consent may, but need not, be given in connection with any tender offer or exchange offer for the Securities), by Act of said Holders delivered to the Company, the Subsidiary Guarantors Company and the Trustee, the Company, when authorized by a Board Resolution, each of the Subsidiary Guarantors, if any, when authorized by their respective a Board Resolutions Resolution, and the Trustee upon Company Request may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby: (1a) reduce the principal amount of Securities whose Holders must consent to an amendment, supplement or waiver; (b) reduce the principal of or change the Stated Maturity of the principal of, or any installment of principal of or interest on, any SecuritySecurity or alter or waive any of the provisions with respect to the redemption of the Securities, or except as provided below with respect to Sections 10.16 and 10.17 hereof; (c) reduce the principal amount thereof or the rate of interest thereon or change the time for payment of interest, including Defaulted Interest, on any premium payable upon Security; (d) waive a Default or Event of Default in the redemption thereofpayment of principal of or premium, if any, or reduce interest on the amount of the principal of an Original Issue Discount Security or any other Security which would be due and payable upon Securities (except a declaration rescission of acceleration of the Maturity thereof pursuant to Section 502, or change any Place Securities by the Holders of Payment where, or at least a majority in aggregate principal amount of the coin or currency in which, then Outstanding Securities and a waiver of the payment default that resulted from such acceleration); (e) make any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of (a) any such payment on or after the Stated Maturity thereof (or, payable in money other than that stated in the case of redemption, on or after the Redemption Date or Securities; (f) make any change in the case of an offer to purchase Securities which has been made pursuant to a covenant contained in this Indenture, on or after the applicable purchase date), or (b) any conversion right with respect to any Security, or modify the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of Securities to receive payments of principal of, premium, if any, on or interest on the Securities; (g) waive a redemption payment with respect to any Security (other than a payment required by Section 10.16 or Section 10.17 hereof); or (h) modify any provisions of this Indenture relating to the conversion or subordination relative ranking of the Securities or the Subsidiary Guarantees, if any, in a manner adverse to the Holders, or release any Subsidiary Guarantee other than as provided in this IndentureHolders thereof; or (2i) reduce the percentage make any change in principal amount of the Outstanding Securities of any seriesSection 5.8, the consent of whose Holders is required for any such supplemental indenture, 5.13 or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture 10.20 hereof or certain defaults hereunder and their consequences) provided for in this Indenture; or (3) modify any of the provisions of this Section, Section 513 or Section 1009, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby; provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” foregoing amendment and concomitant changes in this Section and Section 1009, or the deletion of this proviso, in accordance with the requirements of Sections 611 and 901(8); or (4) following the making of an offer to purchase Securities from any Holder which has been made pursuant to a covenant contained in this Indenture, modify the provisions of this Indenture with respect to such offer to purchase in a manner adverse to such Holder. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other serieswaiver provisions. It shall not be necessary for any Act of the Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. After a supplemental indenture under this Section 902 requiring the consent of the Holders of any series of Debt Securities is approved, the Company shall mail to Holders of that series of Debt Securities a notice briefly describing any amendment or supplement hereto effected by such supplemental indenture. The failure to give such notice to any such Holders, or any defect therein, shall not impair or affect the validity of any amendment or supplement hereto effected by such supplemental indenture with respect to other Holders.

Supplemental Indentures with Consent of Holders. With the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series affected by such supplemental indentureindenture (each such series voting as a separate class), by Act of said Holders delivered to the Company, the Subsidiary Guarantors Guarantor and the Trustee, the CompanyCompany and the Guarantor, when authorized by a Board Resolution, the Subsidiary Guarantors, when authorized by their respective Board Resolutions and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby:, (1) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security or any other Security which would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502, or change any Place of Payment where, or the coin or currency in which, any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of (a) any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date or in the case of an offer to purchase Securities which has been made pursuant to a covenant contained in this Indenture, on or after the applicable purchase date), ) or (b) any conversion right with respect to any Security, or modify the provisions of this Indenture with respect to (x) the conversion or subordination of the Securities or (y) the Subsidiary Guaranteesconversion of the Securities, in either case in a manner adverse to the Holders, or release any Subsidiary Guarantee other than as provided in this Indenture; or (2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture; or (3) modify any of the provisions of this Section, Section 513 or Section 1009, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby; provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “"the Trustee” " and concomitant changes in this Section and Section 1009, or the deletion of this proviso, in accordance with the requirements of Sections 611 and 901(8); or; (4) following the making of an offer to purchase Securities from any Holder which has been made pursuant to a covenant contained in this Indenture, modify the provisions of this Indenture with respect to such offer to purchase in a manner adverse to such Holder; (5) modify Article Thirteen or the definitions used in Article Thirteen in a manner which adversely affects the Holders of Outstanding Securities in any material respect; or (6) modify Section 1010 in a manner which adversely affects the rights of the Holders of Outstanding Securities to receive Additional Amount in any material respect. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. After a supplemental indenture under this Section 902 requiring the consent of the Holders of any series of Debt Securities is approved, the Company shall mail to Holders of that series of Debt Securities a notice briefly describing any amendment or supplement hereto effected by such supplemental indenture. The failure to give such notice to any such Holders, or any defect therein, shall not impair or affect the validity of any amendment or supplement hereto effected by such supplemental indenture with respect to other Holders.

Supplemental Indentures with Consent of Holders. With the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities Senior Notes of each series affected by such supplemental indentureindenture or other instrument, by Act of said Holders delivered to the Company, the Subsidiary Guarantors Company and the Trustee, the Company, when authorized by a Board Resolution, the Subsidiary Guarantors, when authorized by their respective Board Resolutions Company and the Trustee may enter into an indenture or indentures supplemental hereto or any other instrument for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities Senior Notes of such series under this IndentureIndenture or otherwise; provided, however, that no such supplemental indenture or other instrument shall, without the consent of the Holder of each Outstanding Security Senior Note affected thereby:, (1) change the Stated Maturity (as defined in the Base Indenture) of the principal of, or any installment of principal of or (subject to the LIBOR Alternative Rate Provision) interest on, any SecuritySenior Note, or reduce the principal amount thereof or (subject to the LIBOR Alternative Rate Provision) the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security or any other Security which that would be due and payable upon a declaration of acceleration of the Stated Maturity (as defined in the Base Indenture) thereof pursuant to Section 5025.02 of the Base Indenture, or change any Place of Payment where, or the coin or currency in which, any Security Senior Note or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of (a) any such payment on or after the Stated Maturity (as defined in the Base Indenture) thereof (or, in the case of redemption, on or after the Redemption Date or in the case of an offer to purchase Securities which has been made pursuant to a covenant contained in this Indenture, on or after the applicable purchase dateDate), or (b) any conversion right with respect to any Security, or modify the provisions of this Indenture with respect to the conversion or subordination of the Securities or the Subsidiary Guarantees, in a manner adverse to the Holders, or release any Subsidiary Guarantee other than as provided in this Indenture; or (2) reduce the percentage in principal amount of the Outstanding Securities Senior Notes of any series, the consent of whose Holders is required for any such supplemental indentureindenture or other instrument, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture; , or (3) modify any of the foregoing provisions of this Section, Section 513 or reduce the percentage of principal amount of Outstanding Senior Notes of the relevant series necessary to waive past defaults in accordance with Section 1009, except to increase any such percentage 5.13 of the Base Indenture or to provide that waive compliance with certain other terms, provisions or conditions of this Indenture cannot be modified or waived without the consent in accordance with Section 10.08 of the Holder of each Outstanding Security affected thereby; Base Indenture (as modified by the Supplemental Indenture), provided, however, that this clause Clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “"the Trustee” " and concomitant changes in this Section and Section 1009, or 10.08 of the deletion of this proviso, Base Indenture (as modified by the Supplemental Indenture) in accordance with the requirements of Sections 611 6.11(b) of the Base Indenture and 901(89.01(8) of the Base Indenture (as modified by the Supplemental Indenture); provided further, however, that no supplemental indenture or other instrument may, without the consent of Holders of at least two-thirds of the aggregate principal amount of Outstanding Senior Notes of each series affected by such supplemental indenture or other instrument: (1) modify the Guarantees in any manner adverse to the Holders of the Senior Notes; or (42) following the making of an offer to purchase Securities from any Holder which has been made pursuant to a covenant contained in this Indenture, modify amend the provisions set forth in Sections 2.17 and 2.19 of this the Supplemental Indenture with respect other than to such offer to purchase in a manner adverse to such Holderamend the definition of "Permitted Investments". A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of SecuritiesSenior Notes, or which modifies the rights of the Holders of Securities Senior Notes of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities Senior Notes of any other series. It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. After a supplemental indenture under this Section 902 requiring the consent of the Holders of any series of Debt Securities is approved, the Company shall mail to Holders of that series of Debt Securities a notice briefly describing any amendment or supplement hereto effected by such supplemental indenture. The failure to give such notice to any such Holders, or any defect therein, shall not impair or affect the validity of any amendment or supplement hereto effected by such supplemental indenture with respect to other Holders.

Supplemental Indentures with Consent of Holders. With the consent of the Holders of not less than a majority in principal amount Principal Amount of the Outstanding Securities of each series affected by such supplemental indentureSecurities, by Act of said Holders delivered to the Company, the Subsidiary Guarantors Company and the Trustee, the CompanyCompany and the Guarantor, when authorized by a Board Resolution, the Subsidiary Guarantors, when authorized by their respective Board Resolutions and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby: (1i) change reduce the rate of or extend the time for payment of interest, if any, on the Security; or (ii) reduce the Principal Amount of, or extend the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, ; or (iii) make any change that impairs or adversely affects the conversion rights of any Securities; or (iv) reduce the principal amount thereof Redemption Price, the Repurchase Price or Fundamental Change Repurchase Price or the rate Additional Interest Payment of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security or any other Security which would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502, or change any Place of Payment where, or the coin or currency in which, any Security or amend or modify in any premium manner adverse to the Holders of Securities the Company’s obligation to make such payments, whether through an amendment or waiver of provisions in the covenants, definitions or otherwise; or (v) modify the provisions with respect to the right of Holders to cause the Company to repurchase Securities upon a Fundamental Change in a manner adverse to Holders of Securities; or (vi) make any interest thereon is payable, or principal on a Security payable in money other than that stated in the Security or other than in accordance with the provisions of this Indenture; or (vii) impair the right of any Holder to receive payment of the Principal Amount of or interest, on a Holder’s Securities on or after the due dates therefor or to institute suit for the enforcement of (a) any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date or in the case of an offer to purchase Securities which has been made pursuant to a covenant contained in this Indenture, on or after the applicable purchase date), or (b) any conversion right with respect to any Security, such Holder’s Securities; or (viii) reduce the quorum or modify voting requirements under this Indenture; or (ix) change the provisions of this Indenture with respect to the conversion or subordination ranking of the Securities or the Subsidiary Guarantees, in a manner adverse to the Holders, or release any Subsidiary Guarantee other than as provided in this IndentureHolders of the Securities; or (2x) make any change in the amendment provisions which require each Holder’s consent or in the waiver provisions; or (xi) reduce the percentage in principal amount Principal Amount of the Outstanding Securities of any seriesSecurities, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture; or (3xii) modify any of the provisions of this Section, Section 513 10.02 or Section 10095.12, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby; provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section and Section 1009, or the deletion of this proviso, in accordance with the requirements of Sections 611 and 901(8); or (4) following the making of an offer to purchase Securities from any Holder which has been made pursuant to a covenant contained in this Indenture, modify the provisions of this Indenture with respect to such offer to purchase in a manner adverse to such Holder. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. It shall not be necessary for any Act of Holders under this Section 10.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. After a supplemental indenture under this Section 902 requiring the consent of the Holders of any series of Debt Securities is approved, the Company shall mail to Holders of that series of Debt Securities a notice briefly describing any amendment or supplement hereto effected by such supplemental indenture. The failure to give such notice to any such Holders, or any defect therein, shall not impair or affect the validity of any amendment or supplement hereto effected by such supplemental indenture with respect to other Holders.

Supplemental Indentures with Consent of Holders. With the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series affected by such supplemental indentureConvertible Debentures, by Act of said Holders delivered to the Company, the Subsidiary Guarantors Company and the Trustee, the Company, when authorized by a Board Resolution, the Subsidiary Guarantors, when authorized by their respective Board Resolutions and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities of such series under this Indenture; providedPROVIDED, howeverHOWEVER, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby:, (1a) change extend the Stated Maturity of the principal of, or any installment of principal of or interest (including Additional Payments, if any) on, any SecurityConvertible Debenture, or reduce the principal amount thereof thereof, or reduce the rate or extend the time for payment of interest thereon (other than pursuant to terms hereof on the date of the first issuance of the Convertible Debentures hereunder), or extend the Extension Period, or reduce any premium payable upon the redemption thereof, or reduce change the amount place of payment to a location outside the principal of an Original Issue Discount Security or any other Security which would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502, or change any Place of Payment United States where, or the coin or currency in which, any Security or any premium Convertible Debenture or interest thereon is payable, or impair the right to institute suit for the enforcement of (a) any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date or in the case of an offer to purchase Securities which has been made pursuant to a covenant contained in this Indenture, on or after the applicable purchase dateDate), or adversely affect the right to convert any Convertible Debenture as provided in Article Thirteen (bexcept as permitted by Section 901(c) any conversion right with respect to any Securityand (f)), or modify the provisions of this Indenture with respect to the conversion or subordination of the Securities or the Subsidiary Guarantees, Convertible Debentures in a manner adverse to the Holders, or release any Subsidiary Guarantee other than as provided in this Indenture; or (2b) reduce the percentage in principal amount of the Outstanding Securities of any seriesConvertible Debentures, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture; or (3) , or modify any of the provisions of this Section, Section 513 or Section 1009513, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby; providedPROVIDED that if the Convertible Debentures are held by the Trust or a trustee of the Trust, however, that this clause such supplemental indenture shall not be deemed effective until the holders of a majority in liquidation amount of Trust Securities shall have consented to require such supplemental indenture; PROVIDED, FURTHER, that if the consent of any the Holder with respect to changes in of each Outstanding Security is required, such supplemental indenture shall not be effective until each holder of the references to “Trust Securities of the Trustee” and concomitant changes in this Section and Section 1009, or the deletion of this proviso, in accordance with the requirements of Sections 611 and 901(8); or (4) following the making of an offer to purchase Securities from any Holder which has been made pursuant to a covenant contained in this Indenture, modify the provisions of this Indenture with respect Trust shall have consented to such offer to purchase in a manner adverse to such Holder. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other seriesindenture. It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. After The Company may, but shall not be obligated to, fix a record date for the purpose of determining the Persons entitled to consent to any indenture supplemental indenture under this Section 902 requiring the consent of hereto. If a record date is fixed, the Holders of any series of Debt Securities is approvedon such record date, the Company or their duly designated proxies, and only such Persons, shall mail be entitled to Holders of that series of Debt Securities a notice briefly describing any amendment or supplement hereto effected by consent to such supplemental indenture. The failure , whether or not such Holders remain Holders after such record date; PROVIDED that unless such consent shall have become effective by virtue of the requisite percentage having been obtained prior to give the date which is 90 days after such notice to record date, any such Holders, or consent previously given shall automatically and without further action by any defect therein, shall not impair or affect the validity Holder be cancelled and of any amendment or supplement hereto effected by such supplemental indenture with respect to other Holdersno further effect.

Supplemental Indentures with Consent of Holders. With the written consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Company, the Subsidiary Guarantors Company and the Trustee, the Company, when authorized by a Board Resolution, the Subsidiary Guarantors, when authorized by their respective Board Resolutions and the Trustee may shall, subject to Section 10.03, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby:, (1) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof or extend the time for payment thereof, or reduce the amount of the principal of an Original Issue Discount Security or any other Security which that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5026.02, or change any Place of Payment where, or the coin or currency in which, any Security or any premium or the interest thereon is payable, or impair the right to institute suit for the enforcement of (a) any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date Date), or impair the interest hereunder of the Trustee in the case Collateral Bonds or Substituted Collateral Bonds, or reduce the principal amount of an offer to purchase Securities which has been made pursuant to a covenant contained any issue of Collateral Bonds (except, as provided in this Indenture, on upon the Release Date) or after Substituted Collateral Bonds to an amount less than the applicable purchase date), principal amount of the Related Series of Securities or (b) any conversion right with respect to any Security, or modify alter the payment provisions of this Indenture with respect to the conversion such Collateral Bonds or subordination of the Securities or the Subsidiary Guarantees, Substituted Collateral Bonds in a manner adverse to the HoldersHolders of the Securities, or release any Subsidiary Guarantee other than as provided in this Indentureeach case without the consent of the Holder of each Security so affected; or (2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults Defaults or Events of Default hereunder and their consequences) consequences provided for in this Indenture; or (3) change the redemption provisions (including Article Twelve) hereof in a manner adverse to such Holder; or (4) modify any of the provisions of this Section, Section 513 or Section 10096.13, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby; provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “"the Trustee” " and concomitant changes in this Section and Section 1009Section, or the deletion of this proviso, in accordance with the requirements of Sections 611 7.11(b) and 901(810.01(7); or (4) following the making of an offer to purchase Securities from any Holder which has been made pursuant to a covenant contained in this Indenture, modify the provisions of this Indenture with respect to such offer to purchase in a manner adverse to such Holder. A supplemental indenture which changes or eliminates any covenant or other provision provisions of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. After a supplemental indenture under this Section 902 requiring the consent of the Holders of any series of Debt Securities is approved, the Company shall mail to Holders of that series of Debt Securities a notice briefly describing any amendment or supplement hereto effected by such supplemental indenture. The failure to give such notice to any such Holders, or any defect therein, shall not impair or affect the validity of any amendment or supplement hereto effected by such supplemental indenture with respect to other Holders.

Supplemental Indentures with Consent of Holders. With the consent of the Holders of not less than a majority in principal amount of the all Outstanding Securities of each series affected by such supplemental indentureany series, by Act of said Holders delivered to the Company, the Subsidiary Guarantors Company and the Trustee, the Company, when authorized by or pursuant to a Board Resolution, the Subsidiary Guarantors, when authorized by their respective Board Resolutions and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture which affect such series of Securities or of modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby:, (1) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, Security or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or change any obligation of the Company to pay Additional Amounts contemplated by Section 1005 (except as contemplated by Section 801(1) and permitted by Section 901(1)), or reduce the amount of the principal of an Original Issue Discount Security or any other Security which that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502502 or the amount thereof provable in bankruptcy pursuant to Section 504, or adversely affect any right of repayment at the option of any Holder of any Security, or change any Place of Payment where, or the coin or currency Currency in which, any Security or any premium or the interest thereon is payable, or impair the right to institute suit for the enforcement of (a) any such payment on or after the Stated Maturity thereof (or, in the case of redemptionredemption or repayment at the option of the Holder, on or after the Redemption Date or in Repayment Date, as the case of an offer to purchase Securities which has been made pursuant to a covenant contained in this Indenture, on or after the applicable purchase datemay be), or (b) adversely affect any conversion right with respect to convert or manage any SecuritySecurity as may be provided pursuant to Section 301 herein, or modify the provisions of this Indenture with respect to the conversion or subordination of the Securities or the Subsidiary Guarantees, in a manner adverse to the Holders, or release any Subsidiary Guarantee other than as provided in this Indenture; or (2) reduce the percentage percent in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) consequences provided for in this Indenture; or (3) modify any of the provisions of this Section, Section 513 or Section 1009, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby; provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section and Section 1009, or the deletion of this proviso, in accordance with reduce the requirements of Sections 611 and 901(8); or (4) following the making of an offer to purchase Securities from any Holder which has been made pursuant to a covenant contained in this Indenture, modify the provisions of this Indenture with respect to such offer to purchase in a manner adverse to such HolderSection 1504 for quorum or voting. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. Any such supplemental indenture adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture, or modifying in any manner the rights of the Holders of Securities of such series, shall not affect the rights under this Indenture of the Holders of Securities of any other series. It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. After a supplemental indenture under this Section 902 requiring the consent of the Holders of any series of Debt Securities is approved, the Company shall mail to Holders of that series of Debt Securities a notice briefly describing any amendment or supplement hereto effected by such supplemental indenture. The failure to give such notice to any such Holders, or any defect therein, shall not impair or affect the validity of any amendment or supplement hereto effected by such supplemental indenture with respect to other Holders.

Supplemental Indentures with Consent of Holders. With the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each all series affected by such supplemental indentureindenture (considered together as one class for this purpose), by Act of said Holders delivered to the Company, the Subsidiary Guarantors Guarantor and the Trustee, the Company, when authorized by a Board Resolution, the Subsidiary GuarantorsGuarantor, when authorized by their respective a Board Resolutions Resolution, and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby: (1) change the Stated Maturity time of the principal of, or payment of any installment of principal of or interest on, on any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security or any other Security which would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502, or permit the Company to redeem any Security if, absent such supplemental indenture, the Company would not be permitted to do so, or change any Place of Payment where, or the coin or currency in which, any Security or any premium or interest thereon is payable, or ; or (2) impair the right of any Holder to receive any principal payment or interest payment on such Security in a manner other than that stated in the terms of the relevant Security, on or after the applicable Interest Payment Date thereof, or to institute suit for the enforcement of (a) any such payment on payment; or (3) reduce the amount payable upon the redemption of any Security or after change the Stated Maturity thereof (times at which any Security may be redeemed or, in the case once notice of redemption, on or after the Redemption Date or in the case of an offer to purchase Securities which redemption has been made pursuant given, the time at which it must thereupon be redeemed; or (4) change the obligation of the Company or of a New Issuer to a covenant contained in this Indenturepay Additional Amounts and interest (including any deferred interest, on or after the applicable purchase dateif applicable), if any; or (5) modify or (b) change any conversion right with respect to any Security, or modify the provisions provision of this Indenture with respect to affecting the conversion or subordination ranking of the Securities of any series or the Subsidiary Guarantees, Subordinated Guarantee in a manner adverse to the Holders, or release any Subsidiary Guarantee other than as provided in this IndentureHolders of Securities; or (26) if any Security provides that the Holder may require the Company to repurchase or convert such Security, impair such Holder’s right to require repurchase or conversion of such Security on the terms provided therein; or (7) reduce the percentage in principal amount of the Outstanding Securities of any seriesone or more series (considered separately or together as one class, as applicable), the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture; or (3) 8) modify any of the provisions of this Section, Section 513 or Section 10091006, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby; provided, however, that this clause Clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section and Section 10091006, or the deletion of this proviso, in accordance with the requirements of Sections 611 and 901(8901(9); or (4) following the making of an offer to purchase Securities from any Holder which has been made pursuant to a covenant contained in this Indenture, modify the provisions of this Indenture with respect to such offer to purchase in a manner adverse to such Holder. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. After a supplemental indenture under this Section 902 requiring the consent of the Holders of any series of Debt Securities is approved, the Company shall mail to Holders of that series of Debt Securities a notice briefly describing any amendment or supplement hereto effected by such supplemental indenture. The failure to give such notice to any such Holders, or any defect therein, shall not impair or affect the validity of any amendment or supplement hereto effected by such supplemental indenture with respect to other Holders.

Supplemental Indentures with Consent of Holders. With the consent of the Holders of not less than a majority in principal amount of the Obligations of all series then Outstanding Securities of each series affected by such supplemental indentureSupplemental Indenture, by Act of said such Holders delivered to the Company, the Subsidiary Guarantors Company and the Trustee, the Company, when authorized by a Board Resolution, the Subsidiary Guarantors, when authorized by their respective Board Resolutions and the Trustee may enter into an indenture or indentures supplemental hereto a Supplemental Indenture for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities of such series the Obligations under this Indenture; providedPROVIDED, howeverHOWEVER, that no such supplemental indenture Supplemental Indenture shall, without the consent of the Holder of each Outstanding Security Obligation affected thereby: (1) A. change the Stated Maturity of the principal of, or any installment of principal of or interest on, any SecurityObligation, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security or any other Security which would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502, or change any Place of Payment where, or the coin or currency in which, any Security Obligation, or any premium or the interest thereon is payable, or impair the right to institute suit for the enforcement of (a) any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date or in the case of an offer to purchase Securities which has been made pursuant to a covenant contained in this Indenture, on or after the applicable purchase dateDate), or (b) any conversion right with respect to any Security, or modify the provisions of this Indenture with respect to the conversion or subordination of the Securities or the Subsidiary Guarantees, in a manner adverse to the Holders, or release any Subsidiary Guarantee other than as provided in this Indenture; or (2) B. reduce the percentage in principal amount of the Outstanding Securities of any seriesObligations, the consent of whose Holders is required for any such supplemental indentureSupplemental Indenture, or the consent of whose Holders is required for any waiver (provided for in this Indenture of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture; or (3) C. modify or alter the provisions of the proviso to the definition of the term "Outstanding"; or D. modify any of the provisions of this Section, Section 513 6.08 or Section 10096.13, except to increase any such percentage provided thereby or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security Obligation affected thereby; or E. modify, in the case of Obligations of any series for which a mandatory sinking fund is provided, however, that this clause shall not be deemed to require the consent any of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section and Section 1009, or the deletion of this proviso, in accordance with the requirements of Sections 611 and 901(8); or (4) following the making of an offer to purchase Securities from any Holder which has been made pursuant to a covenant contained in this Indenture, modify the provisions of this Indenture with respect in such manner as to such offer to purchase in a manner adverse to such Holder. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies affect the rights of the Holders of Securities such Obligations to the benefits of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. After a supplemental indenture under this Section 902 requiring the consent of the Holders of any series of Debt Securities is approved, the Company shall mail to Holders of that series of Debt Securities a notice briefly describing any amendment or supplement hereto effected by such supplemental indenture. The failure to give such notice to any such Holders, or any defect therein, shall not impair or affect the validity of any amendment or supplement hereto effected by such supplemental indenture with respect to other Holders.sinking fund; or F. modify

Supplemental Indentures with Consent of Holders. With the consent of the Holders of not less than a majority in principal amount of the all Outstanding Securities of each series affected by such supplemental indentureany series, by Act of said Holders delivered to the CompanyIssuer, the Subsidiary Guarantors Guarantor (if Securities are Guaranteed Securities) and the Trustee, the Company, Issuer (when authorized by or pursuant to a Board Resolution, ) the Subsidiary Guarantors, Guarantor (when authorized by their respective or pursuant to a Guarantor's Board Resolutions Resolution) if applicable, and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture Indenture, as it relates to such series or of modifying modify in any manner the rights of the Holders of Securities of such series and any related coupons under this Indenture; providedPROVIDED, howeverHOWEVER, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby: (1) change the Stated Maturity of the principal ofof (or premium, if any, on) or any installment of principal of or interest on, any Security, ; or reduce the principal amount thereof or the rate or amount of interest thereon or any Additional Amounts payable in respect thereof; or any premium payable upon the redemption thereof; or change any obligation of the Issuer to pay Additional Amounts pursuant to Section 1010 (except as contemplated by Section 801(i) and permitted by Section 901(1)), or reduce the amount of the principal of an Original Issue Discount Security or any other Security which that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502502 or the amount thereof pursuant to Section 502 or the amount thereof provable in bankruptcy pursuant to Section 504, or adversely affect any right of repayment at the option of the Holder of any Security, or change any Place of Payment where, or the coin currency or currencies, currency unit or units or composite currency or currencies in which, any Security or any premium or the interest thereon is payable, or impair the right to institute suit for the enforcement of (a) any such payment on or after the Stated Maturity thereof (or, in the case ease of redemptionredemption or repayment at the option of the Holder, on or after the Redemption Date or in the Repayment Date, as the case of an offer to purchase Securities which has been made pursuant to a covenant contained in this Indenture, on or after the applicable purchase datemay be), or (b) any conversion right with respect to any Security, or modify the provisions of this Indenture with respect to the conversion or subordination of the Securities or the Subsidiary Guarantees, in a manner adverse to the Holders, or release any Subsidiary Guarantee other than as provided in this Indenture; or (2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver with respect to such series (of or compliance with certain provisions of this Indenture indenture or certain defaults hereunder and their consequences) provided for in this Indenture; , or reduce the requirement of Section 1504 for quorum or voting, or (3) modify or effect in any manner adverse to the Holders the terms and conditions of the obligations of the Guarantor in respect of the due and punctual payments of principal of, or any premium or interest on or any sinking fund requirements or Additional Amounts with respect to, Guaranteed Securities, or (4) modify any of the provisions of this Section, Section 513 or Section 10091008, except to increase any the required percentage to effect such percentage action or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby; provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section and Section 1009, or the deletion of this proviso, in accordance with the requirements of Sections 611 and 901(8); or (4) following the making of an offer to purchase Securities from any Holder which has been made pursuant to a covenant contained in this Indenture, modify the provisions of this Indenture with respect to such offer to purchase in a manner adverse to such Holder. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. After a supplemental indenture under this Section 902 requiring the consent of the Holders of any series of Debt Securities is approved, the Company shall mail to Holders of that series of Debt Securities a notice briefly describing any amendment or supplement hereto effected by such supplemental indenture. The failure to give such notice to any such Holders, or any defect therein, shall not impair or affect the validity of any amendment or supplement hereto effected by such supplemental indenture with respect to other Holders.

Supplemental Indentures with Consent of Holders. With the consent of the Holders of not less than a majority in principal amount of the all Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Company, the Subsidiary Guarantors Company and the Trustee, Trustee and the Company, Company when authorized by or pursuant to a Board Resolution, the Subsidiary Guarantors, when authorized by their respective Board Resolutions and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture which affect such Securities or of modifying in any manner the rights of the Holders of such Securities of such series under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby:, (1) change the Stated Maturity of the principal ofof (or premium, if any) or any installment of principal of or interest on, on any Security of such series; or the terms of any sinking fund with respect to any Security, ; or reduce the principal amount thereof (or premium, if any) or the rate of interest thereon (or manner of calculating the rate of interest), if any, thereon, or any premium payable upon the redemption thereof, or repayment thereof at the option of the Holder, or the date(s) or period(s) for any redemption or repayment thereof, or change any obligation of the Company to pay Additional Amounts contemplated by [Article 10] (except as contemplated by [Article 8] and permitted by Section 901(1)), or reduce the amount of the principal of an Original Issue Discount Security or any other Security which of such series that would be due and payable upon a declaration of an acceleration of the Maturity thereof pursuant to Section 502, or upon the redemption thereof, or the amount thereof provable in bankruptcy pursuant to Section 502, or adversely affect any right of repayment at the option of any Holder of any Security of such series, or change any Place of Payment where, or the coin or currency Currency in which, any Security of such series or any premium or interest thereon is payable, ; or impair the right to institute suit for the enforcement of (a) any such payment on or after the Stated Maturity thereof (or, in the case of redemptionredemption or repayment at the option of the Holder, on or after the Redemption Date or in Repayment Date, as the case of an offer to purchase Securities which has been made pursuant to a covenant contained in this Indenture, on or after the applicable purchase datemay be), or (b) any conversion right with respect to any Security, or modify the provisions of this Indenture with respect to the conversion mandatory redemption of Securities or subordination repayment of the Securities or at the Subsidiary Guarantees, option of the Holder in a manner adverse to the Holdersany Holder of any Securities or any coupons appertaining thereto, adversely affect any right to convert or release exchange any Subsidiary Guarantee other than Security as may be provided in this Indenture; pursuant to Section 301 herein, or (2) reduce the percentage in principal amount of the Outstanding Securities of any series, series the consent of whose Holders is required for any such supplemental indenture, indenture or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture which affect such series or certain defaults applicable to such series hereunder and their consequences) consequences provided for in this Indenture; , or reduce the requirements of Section 1504 for quorum or voting with respect to Securities of such series, or (3) modify any of the provisions of this Section, Section 513 or Section 1009513, except to increase any such percentage or to provide that certain other provisions of this Indenture which affect such series cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby; provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section and Section 1009, or the deletion of this proviso, in accordance with the requirements of Sections 611 and 901(8); or (4) following the making of an offer to purchase Securities from any Holder which has been made pursuant to a covenant contained in this Indenture, modify the provisions of this Indenture with respect to such offer to purchase in a manner adverse to such Holder. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. After a supplemental indenture under this Section 902 requiring the consent of the Holders of any series of Debt Securities is approved, the Company shall mail to Holders of that series of Debt Securities a notice briefly describing any amendment or supplement hereto effected by such supplemental indenture. The failure to give such notice to any such Holders, or any defect therein, shall not impair or affect the validity of any amendment or supplement hereto effected by such supplemental indenture with respect to other Holders.

Supplemental Indentures with Consent of Holders. With the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Company, the Subsidiary Guarantors Company and the Trustee, the Company, Company (when authorized by or pursuant to a Company's Board Resolution), the Guarantor (when authorized pursuant to a Board Resolution, Resolution of the Subsidiary Guarantors, when authorized by their respective Guarantor's Board Resolutions of Directors) and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities of such series under this IndentureIndenture or of the Securities of such series; provided, however, that no such supplemental indenture shallindenture, without the consent of the Holder of each Outstanding Security affected thereby:, shall (1) change the Stated Maturity of the principal of, or any premium or installment of principal of interest on or interest onany Additional Amounts with respect to, any Security, or reduce the principal amount thereof (or modify the calculation of such principal amount) or the rate (or modify the calculation of such rate) of interest thereon or any Additional Amounts with respect thereto, or any premium payable upon the redemption thereofthereof or otherwise, or reduce change the amount obligation of the principal of an Original Issue Discount Security or any other Security which would be due and payable upon a declaration of acceleration of the Maturity thereof Company to pay Additional Amounts pursuant to Section 50210.4 (except as contemplated by Section 8.1 (1) and permitted by Section 9.1(1)) or change the redemption provisions or adversely affect the right of repayment at the option of any Holder as contemplated by Article 13, or change any the Place of Payment wherePayment, or Currency in which the coin or currency in whichprincipal of, any Security or any premium or interest thereon on, or any Additional Amounts with respect to any Security is payable, or impair the right to institute suit for the enforcement of (a) any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date or or, in the case of an offer to purchase Securities which has been made pursuant to a covenant contained in this Indenturerepayment at the option of the Holder, on or after the applicable purchase datedate for repayment), or (b) any conversion right with respect to any Security, or modify the provisions of this Indenture with respect to the conversion or subordination of the Securities or the Subsidiary Guarantees, in a manner adverse to the Holders, or release any Subsidiary Guarantee other than as provided in this Indenture; or (2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture; , or reduce the requirements of Section 15.4 for quorum or voting, or (3) modify any of the provisions of this Indenture relating to the subordination of the Securities in a manner adverse to Holders of Securities, or (4) modify any of the provisions of this Section, Section 513 5.13 or Section 100910.6, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby; provided, howeveror (5) make any change that adversely affects the right to convert or exchange any Security into or for Common Stock of the Company or other securities (whether or not issued by the Company), that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section and Section 1009, cash or the deletion of this proviso, property in accordance with the requirements of Sections 611 and 901(8); or (4) following the making of an offer to purchase Securities from any Holder which has been made pursuant to a covenant contained in this Indenture, modify the provisions of this Indenture with respect to such offer to purchase in a manner adverse to such Holderits terms. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly shall have been included expressly and solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. It shall not be necessary for any Act of Holders of Securities under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. After a supplemental indenture under this Section 902 requiring the consent of the Holders of any series of Debt Securities is approved, the Company shall mail to Holders of that series of Debt Securities a notice briefly describing any amendment or supplement hereto effected by such supplemental indenture. The failure to give such notice to any such Holders, or any defect therein, shall not impair or affect the validity of any amendment or supplement hereto effected by such supplemental indenture with respect to other Holders.

Supplemental Indentures with Consent of Holders. With the written consent of the Holders of not less than a majority in principal amount of the Outstanding Debt Securities of each series affected by such supplemental indentureindenture voting separately, by Act of said Holders delivered to the Company, the Subsidiary Guarantors Company and the Trustee, the Company, when authorized by a Board Resolution, the Subsidiary Guarantors, when authorized by their respective Board Resolutions and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities under this Indenture of such series under this IndentureDebt Securities and Coupons, if any; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Debt Security of each such series affected thereby:, (1) conflict with the required provisions of the Trust Indenture Act; (2) except as specifically provided with respect to any series of Debt Securities pursuant to Section 3.01, (a) change the Stated Maturity of the principal of, or any installment of principal of or interest interest, if any, on, any Debt Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon redemption thereof (provided that a requirement to offer to repurchase Debt Securities shall not be deemed a redemption for this purpose), or change the redemption thereofStated Maturity of or reduce the amount of any payment to be made with respect to any Coupon, or change the Currency or Currencies in which the principal of (and premium, if any) or interest on such Debt Security is denominated or payable, or reduce the amount of the principal of an Original Issue a Discount Security or any other Security which that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5025.02, or change any Place of Payment wherereduce the amount of, or postpone the coin or currency in whichdate fixed for, any Security payment under any sinking fund or analogous provisions for any premium or interest thereon is payableDebt Security, or impair the right to institute suit for the enforcement of (a) any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date or in the case of an offer to purchase Securities which has been made pursuant to a covenant contained in this Indenture, on or after the applicable purchase dateDate), or (b) any conversion right with respect to any Security, or modify limit the provisions of this Indenture with respect to the conversion or subordination obligation of the Company to maintain a paying agency outside the United States for payment on Bearer Securities or the Subsidiary Guarantees, in a manner adverse to the Holders, or release any Subsidiary Guarantee other than as provided in this IndentureSection 12.03, or adversely affect the right to convert any Debt Security into shares of Common Stock of the Company as may be provided pursuant to Section 3.01; or (23) reduce the percentage in principal amount of the Outstanding Debt Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture; or (3) modify any of the provisions of this Section, Section 513 or Section 1009, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby; provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section and Section 1009, or the deletion of this proviso, in accordance with the requirements of Sections 611 and 901(8); or (4) following the making of an offer to purchase Securities from any Holder which has been made pursuant to a covenant contained in this Indenture, modify the provisions of this Indenture with respect to such offer to purchase in a manner adverse to such Holder. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. After a supplemental indenture under this Section 902 requiring the consent of the Holders of any series of Debt Securities is approved, the Company shall mail to Holders of that series of Debt Securities a notice briefly describing any amendment or supplement hereto effected by such supplemental indenture. The failure to give such notice to any such Holders, or any defect therein, shall not impair or affect the validity of any amendment or supplement hereto effected by such supplemental indenture with respect to other Holders.of

Supplemental Indentures with Consent of Holders. With the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Company, the Subsidiary Guarantors Company and the Trustee, the Company, when authorized by or pursuant to a Board Resolution, the Subsidiary Guarantors, when authorized by their respective Board Resolutions and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of the Securities of such series or of modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, that no such supplemental indenture shall-------- ------- indenture, without the consent of the Holder of each Outstanding Security affected thereby:, shall (1) change the Stated Maturity of the principal of, or any premium or installment of principal of or interest onon or any Additional Amounts with respect to, any Security, or any sinking fund or analogous payment in respect thereof, or reduce the principal amount thereof or the rate (or modify the calculation of such rate) of interest thereon or any Additional Amounts with respect thereto, or any premium payable upon the redemption thereofthereof or otherwise, or change the obligation of the Company to pay Additional Amounts pursuant to Section 1004, or reduce the amount of the principal of an Original Issue Discount any Security or any other Security which that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502502 or the amount thereof provable in bankruptcy pursuant to Section 504, adversely affect the right of repayment at the option of any Holder as contemplated by Article Fifteen, or change any the provisions of Article Ten relating to Place of Payment wherefor Bearer Securities being located outside the United States, or the coin Currency in which the principal of, any premium or currency in whichinterest on, or any Additional Amounts with respect to any Security or any premium sinking or interest thereon analogous fund payment in respect thereof, is payable, or impair the right to institute suit for the enforcement of (a) any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date or or, in the case of an offer to purchase Securities which has been made pursuant to a covenant contained in this Indenturerepayment at the option of the Holder, on or after the applicable purchase date)Repayment Date) or, except as permitted by Article Twelve, adversely affect in any material respect the right to convert or (b) any conversion right with respect to exchange any Security, or modify the provisions of this Indenture with respect to the conversion or subordination of the Securities or the Subsidiary Guarantees, in a manner adverse to the Holders, or release any Subsidiary Guarantee other than as provided in this Indenture; or (2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture; , or reduce the requirements of Section 1604 for quorum or voting, or (3) modify any of the provisions of this Section, Section 513 or Section 10091001, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby; provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section and Section 1009, or the deletion of this proviso, in accordance with the requirements of Sections 611 and 901(8); or (4) following the making of an offer to purchase Securities from any Holder which has been made pursuant to a covenant contained in this Indenture, modify the provisions of this Indenture with respect to such offer to purchase in a manner adverse to such Holder. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly shall have been included expressly and solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. It shall not be necessary for any Act of Holders of Securities under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. After a supplemental indenture under this Section 902 requiring the consent of the Holders of any series of Debt Securities is approved, the Company shall mail to Holders of that series of Debt Securities a notice briefly describing any amendment or supplement hereto effected by such supplemental indenture. The failure to give such notice to any such Holders, or any defect therein, shall not impair or affect the validity of any amendment or supplement hereto effected by such supplemental indenture with respect to other Holders.

Supplemental Indentures with Consent of Holders. With the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series affected by such supplemental indentureRequisite Holders, by Act of said Holders delivered to the Company, the Subsidiary Guarantors and the Trustee, the Company, when authorized by a Board Resolution, the Subsidiary Guarantors, when authorized by their respective Board Resolutions Company and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each all Outstanding Security affected therebySecurities: (1a) change extend the Stated Maturity of the principal of, or of any installment of principal of or interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security or any other Security which would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502Interest Rate thereon, or change the provisions of this Indenture relating to the application of proceeds of the Collateral to the payment of principal of or interest on the Securities or change any Place of Payment place where, or the coin or currency manner in which, any Security or any premium or the interest thereon is payable, or impair the right to institute suit for the enforcement of (a) any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the any Redemption Date or in the case of an offer to purchase Securities which has been made pursuant to a covenant contained in this Indenture, on or after the applicable purchase dateDate), or (b) any conversion right with respect to any Security, or modify the provisions of this Indenture with respect to the conversion or subordination of the Securities or the Subsidiary Guarantees, in a manner adverse to the Holders, or release any Subsidiary Guarantee other than as provided in this Indenture; or (2b) reduce the percentage in principal amount of the Aggregate Outstanding Securities Amount of any seriesSecurities, the consent of whose Holders is required for any such supplemental indenture, or the whose consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture; or (3c) release, impair or adversely affect all or substantially all of Collateral; or (d) except as provided herein, permit the creation of any lien ranking prior to or on a parity with the lien of this Indenture with respect to any part of the Collateral or terminate the Lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Security of the security afforded by the Lien of this Indenture; or (e) change the percentage of the Aggregate Outstanding Amount of Securities, the consent of whose Holders is required pursuant to Sections 502, 510, 512 or 515(b); or 66 (f) modify, directly or indirectly, the definition of the terms "Aggregate Outstanding Amount," "Requisite Holders" and "Outstanding"; or (g) modify any of the provisions of this Section, Section 513 801 or Section 1009513, except to increase any such percentage or to provide that certain or other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby; provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section and Section 1009, or the deletion of this proviso, in accordance with the requirements of Sections 611 and 901(8); or (4h) following the making modify any of an offer to purchase Securities from any Holder which has been made pursuant to a covenant contained in this Indenture, modify the provisions of this Indenture with respect to such offer to purchase in a manner adverse to such Holder. A supplemental indenture which changes Sections 501(d), 508 or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series904. It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. After a Promptly after the execution by the Company and the Trustee of any supplemental indenture under pursuant to this Section 902 requiring the consent of the Holders of any series of Debt Securities is approved802, the Company Trustee shall mail to the Holders of that series of Debt Securities at their respective addresses set forth on the Security Register, a notice briefly describing any amendment or supplement hereto effected by setting forth in general the terms and substance of such supplemental indenture. The Any failure of the Trustee to give mail such notice to any such Holdersnotice, or any defect therein, shall not not, however, in any way impair or affect the validity of any amendment or supplement hereto effected by such supplemental indenture indenture. Any solicitation of Holders of the Securities to any consent, waiver or amendment under this Indenture involving consideration (whether in connection with respect a sale of Securities to other Holdersthe Company or any of its Affiliates or not) shall provide that such consideration be paid equally to all Holders of Securities regardless of whether or not such Holders agree to such consent, waiver or amendment.

Supplemental Indentures with Consent of Holders. With the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each all series affected by such supplemental indentureindenture (voting as one class), by Act of said Holders delivered to the Company, the Subsidiary Guarantors Company and the Trustee, the Company, when authorized by a Board Resolution, the Subsidiary Guarantors, when authorized by their respective Board Resolutions Security Guarantors and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture, or modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby:, (1) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security (other than pursuant to the terms of such Security), or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security or any other Security which would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502, 502 or change any Place of Payment where, or the coin or currency in which, which any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of (a) any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date or in the case of an offer to purchase Securities which has been made pursuant to a covenant contained in this Indenture, on or after the applicable purchase dateDate), or (b) any conversion right with respect to any Security, or modify the provisions of this Indenture with respect to the conversion or subordination of the Securities or the Subsidiary Guarantees, in a manner adverse to the Holders, or release any Subsidiary Guarantee other than as provided in this Indenture; or (2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture; , or (3) modify any of the provisions of this Section, Section 513 or Section 10091006, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby; provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “"the Trustee” " and concomitant changes in this Section and Section 10091006, or the deletion of this proviso, in accordance with the requirements of Sections 611 and 901(8901(9); or (4) following the making of an offer to purchase Securities from any Holder which has been made pursuant to a covenant contained in this Indenture, modify the provisions of this Indenture with respect to such offer to purchase in a manner adverse to such Holder. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. After a supplemental indenture under this Section 902 requiring the consent of the Holders of any series of Debt Securities is approved, the Company shall mail to Holders of that series of Debt Securities a notice briefly describing any amendment or supplement hereto effected by such supplemental indenture. The failure to give such notice to any such Holders, or any defect therein, shall not impair or affect the validity of any amendment or supplement hereto effected by such supplemental indenture with respect to other Holders.

Supplemental Indentures with Consent of Holders. (a) With the consent of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Company, the Subsidiary Guarantors Company and the Trustee, the Company, when authorized by or pursuant to a Board Resolution, the Subsidiary Guarantors, when authorized by their respective Board Resolutions and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby: , (1i) change extend the Stated Maturity of the principal of, or any installment of principal of or interest interest, if any, on, any Security, or (ii) reduce the principal amount thereof or the interest rate of interest thereon or thereon, (iii) reduce any premium payable upon the redemption or purchase thereof, or reduce the amount of the principal of an Original Issue Discount Security or any other Security which would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502, or change any Place of Payment where, or the coin or currency in which, any Security or any premium or interest thereon is payable, or (iv) impair the right to institute suit for the enforcement of (a) any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date or in the case of an offer to purchase Securities which has been made pursuant to a covenant contained in this Indenture, on or after the applicable purchase date), Date) or (bv) any conversion right with respect to any Security, or modify the provisions of this Indenture with respect to the conversion or subordination obligations of the Securities Company in connection with a Change of Control or the Subsidiary Guaranteesdefinitions related thereto; provided, in a manner adverse to further, that no such supplemental indenture shall, without the Holdersconsent of the Holders of all series of Securities Outstanding, or release any Subsidiary Guarantee other than as provided in this Indenture; or (2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) consequences provided for in this Indenture; or. (3b) modify any of the provisions of this Section, Section 513 or Section 1009, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby; provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section and Section 1009, or the deletion of this proviso, in accordance with the requirements of Sections 611 and 901(8); or (4) following the making of an offer to purchase Securities from any Holder which has been made pursuant to a covenant contained in this Indenture, modify the provisions of this Indenture with respect to such offer to purchase in a manner adverse to such Holder. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. . (c) It shall not be necessary for any Act of Holders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. After a supplemental indenture under this Section 902 requiring the consent of the Holders of any series of Debt Securities is approved, the Company shall mail to Holders of that series of Debt Securities a notice briefly describing any amendment or supplement hereto effected by such supplemental indenture. The failure to give such notice to any such Holders, or any defect therein, shall not impair or affect the validity of any amendment or supplement hereto effected by such supplemental indenture with respect to other Holders.