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 such Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee may enter into a supplemental indenture or indentures 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 entered into pursuant to this Section 9.2 shall, without the consent of the Holder of each Outstanding Security affected by such supplemental indenture, (1) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce its principal amount or rate of interest or any premium payable upon its redemption, or reduce the amount of the principal of an Original Issue Discount Security or any other Security that would be due and payable upon a declaration of acceleration of its Maturity pursuant to Section 5.2, or adversely affect any right of repayment at the option of the Holder of any Security, or change any Place of Payment where any Security or any premium or interest is payable, or impair the right to institute suit for the enforcement of any such payment on or after its Stated Maturity (or, in the case of redemption, on or after the Redemption Date), or modify the provisions of this Indenture with respect to the subordination of the Securities in a manner adverse to the Holders, 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 the provisions of or defaults under this Indenture and their consequences provided for in this Indenture, or (3) modify any of the provisions of this Section, Section 5.13, or Section 10.8, 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 affected Outstanding Security, 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, or the deletion of this proviso, in accordance with the requirements of Section 6.11(b) and 9.1(8). 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 of such supplemental 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, by Act of such said Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee may enter into a supplemental 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 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 entered into pursuant to this Section 9.2 shall, without the consent of the Holder of each Outstanding Security affected by such supplemental indenturethereby, (1a) change the Stated Maturity of the principal of, or any installment of principal of or interest interest, if any, on, any Security, or reduce its the principal amount thereof or the rate of interest thereon or any premium payable upon its redemptionthe redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security or any other Security that which would be due and payable upon a declaration of acceleration of its the Maturity thereof pursuant to Section 5.2, or adversely affect any right of repayment at the option of the Holder of any Security5.02, or change any Place the Company’s obligation to maintain an office or agency for payment of Payment where Securities and the other matters specified herein, or the coin or currency in which any Security or any premium or interest is payable, or impair the right to institute suit for the enforcement of any such payment on or after its the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or modify alter the provisions method of this Indenture with respect to the subordination computation of the Securities in a manner adverse to the Holders, orinterest, (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 the certain provisions of or defaults under this Indenture or certain defaults hereunder and their consequences consequences) provided for in this Indenture, or (3c) modify any of the provisions of this Section, Indenture relating to the execution of supplemental indentures with the consent of Holders of Securities which are discussed in this Section 5.13, or Section 10.8modify any provisions relating to the waiver by holders of Securities of past defaults and covenants, 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 Outstanding Security, 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 SectionSection and Section 10.06, or the deletion of this proviso, in accordance with the requirements of Section 6.11(b) Sections 6.11 and 9.1(89.01(h). 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 of such supplemental indenturethereof.

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 such Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee may enter into a supplemental indenture or indentures 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 entered into pursuant to this Section 9.2 shall, without the consent of the Holder of each Outstanding Security affected by such supplemental indenture, (1) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce its principal amount or rate of interest or any premium payable upon its redemption, or reduce the amount of the principal of an Original Issue Discount Security or any other Security that would be due and payable upon a declaration of acceleration of its Maturity pursuant to Section 5.2, or adversely affect any right of repayment at the option of the Holder of any Security, or change any Place of Payment where any Security or any premium or interest is payable, or impair the right to institute suit for the enforcement of any such payment on or after its Stated Maturity (or, in the case of redemption, on or after the Redemption Date), or modify the provisions of this Indenture with respect to the subordination of the Securities in a manner adverse to the Holders, 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 the provisions of or defaults under this Indenture and their consequences provided for in this Indenture, or (3) modify any of the provisions of this Section, Section 5.13, or Section 10.8, 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 affected Outstanding Security, 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, or the deletion of this proviso, in accordance with the requirements of Section 6.11(b) and 9.1(8). 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 of such supplemental indenture.

Supplemental Indentures with Consent of Holders. With (a) Subject to Section 9.1, 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 such said Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee may enter into a supplemental 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 entered into pursuant to this Section 9.2 shall, without the consent of the Holder of each Outstanding Security affected by such supplemental indentureSecurity, (1i) change the Stated Maturity of the principal of, or any premium of any Security or change the date of payment of any installment of principal of or interest on, (including any Additional Interest) on any Security, or reduce its the principal amount thereof or the rate of interest thereon or any premium payable upon its redemptionthe redemption thereof or change the place of payment where, or reduce the amount of the principal of an Original Issue Discount Security coin or any other Security that would be due and payable upon a declaration of acceleration of its Maturity pursuant to Section 5.2currency in which, or adversely affect any right of repayment at the option of the Holder of any Security, or change any Place of Payment where any Security or any premium or interest thereon is payable, or restrict or impair the right to institute suit for the enforcement of any such payment on or after its Stated Maturity (or, in the case of redemption, on or after the Redemption Date), or modify the provisions of this Indenture with respect to the subordination of the Securities in a manner adverse to the Holderssuch date, or (2ii) reduce the percentage in 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 the provisions any provision of or defaults under this Indenture or of defaults hereunder and their consequences provided for in this Indenture, or (3iii) modify any of the provisions of this SectionSection 9.2, Section 5.13, 5.13 or Section 10.810.7, except to increase any such percentage in aggregate principal amount of the Outstanding Securities, the consent of whose Holders is required for any reason, or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each affected Outstanding Security, 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, or the deletion of this proviso, in accordance with the requirements of Section 6.11(b. (b) and 9.1(8). 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 9.2 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance of such supplemental indenturethereof.

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 such said Holders delivered to the Company Issuer and the Trustee, the Company, Issuer and each Guarantor each when authorized by a Board Resolution, and the Trustee may enter into a supplemental an indenture or indentures supplemental hereto for the purpose of adding any provisions provision 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 entered into pursuant to this Section 9.2 shall, without the consent of the Holder of each Outstanding Security affected by such supplemental indenturethereby, (1) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce its the principal amount thereof or the rate of interest thereon or any premium payable upon its redemptionthe redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security or any other Security that would be due and payable upon a declaration of acceleration of its the Maturity thereof pursuant to Section 5.26.02, or adversely affect any right of repayment at the option of the Holder of any Security, or change reduce the amount of, or postpone the date fixed for, the payment of any Place of Payment where any Security sinking fund or any premium or interest is payableanalogous obligation, or impair the right to institute suit for the enforcement of any such payment on or after its the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), in each case other than the amendment or modify waiver in accordance with the provisions terms of this Indenture with respect of any covenant or related definition included pursuant to the subordination Section 3.01 that provides for an offer to repurchase any Securities of the Securities in a manner adverse to the Holdersseries upon a sale of assets or change of control transaction, 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 the certain provisions of or defaults under 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 5.13, 6.13 or Section 10.811.07, 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 Outstanding Security, 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, or the deletion of this proviso, in accordance with the requirements of Section 6.11(b) and 9.1(8)thereby. 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 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 of such supplemental indenturethereof.

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 indentureSecurities, by Act of such said Holders delivered to the Company Company, the Guarantor and the Trustee, the CompanyCompany and the Guarantor, when authorized by a Board ResolutionResolutions, and the Trustee may enter into a supplemental 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 entered into pursuant to this Section 9.2 shall, without the consent of the Holder of each Outstanding Security affected by such supplemental indentureSecurity, (1i) change the Stated Maturity of the principal of, or any premium of any Security or change the date of payment of any installment of principal of or interest on, (including any Additional Interest) on any Security, or reduce its the principal amount thereof or the rate of interest thereon or any premium payable upon its redemptionthe redemption thereof or change the place of payment where, or reduce the amount of the principal of an Original Issue Discount Security coin or any other Security that would be due and payable upon a declaration of acceleration of its Maturity pursuant to Section 5.2currency in which, or adversely affect any right of repayment at the option of the Holder of any Security, or change any Place of Payment where any Security or any premium or interest thereon is payable, or restrict or impair the right to institute suit for the enforcement of any such payment on or after its Stated Maturity (or, in the case of redemption, on or after the Redemption Date), or modify the provisions of this Indenture with respect to the subordination of the Securities in a manner adverse to the Holderssuch date, or (2ii) reduce the percentage in 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 the provisions any provision of or defaults under this Indenture or of defaults hereunder and their consequences provided for in this Indenture, or (3iii) modify any of the provisions of this SectionSection 9.2, Section 5.13, 5.13 or Section 10.810.7, except to increase any such percentage in aggregate principal amount of the Outstanding Securities, the consent of whose Holders is required for any reason, or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each affected Outstanding Security, ; provided, howeverfurther, that, so long as any Preferred Securities remain outstanding, no amendment under this Section 9.2 shall be effective until the holders of a majority in Liquidation Amount of the Trust Securities shall have consented to such amendment; provided, further, that if the consent of the Holder of each Outstanding Security is required for any amendment under this clause Indenture, such amendment shall not be deemed to require effective until the consent holder of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section, or the deletion of this proviso, in accordance with the requirements of Section 6.11(b) and 9.1(8). 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 each Outstanding Trust Security shall have consented 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. amendment. (b) It shall not be necessary for any Act of Holders under this Section 9.2 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance of such supplemental indenturethereof.

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 Notes of each series so affected by such supplemental indenture, by Act of such Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee (at the direction of the Company) may enter into a supplemental 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 Notes of such series or for the purpose of modifying in any manner the rights of the Holders of Securities Notes of such series under this Indenture; provided, however, that no such supplemental indenture entered into pursuant to this Section 9.2 shall, without . Without the consent of the Holder of each Outstanding Security Note directly affected thereby, a supplemental indenture under this Section 10.2 shall not (with respect to any Outstanding Note held by such supplemental indenture,a non-consenting Holder): (1) change the Stated Maturity of of, the principal of, or any installment of principal of or interest on, any Securitysuch Note, or reduce its the principal amount thereof or the rate of interest thereon or any premium payable upon its redemption, or reduce the amount of the principal of an Original Issue Discount Security or any other Security that would be due and payable upon a declaration of acceleration of its Maturity pursuant to Section 5.2redemption thereof, or adversely affect any right of repayment of such Note at the Holder’s option of the Holder of any Security, or change any Place of Payment where any Security where, or the currency in which, such Note or any premium or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after its the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), ) or modify the provisions Notes of this Indenture with respect any series to the subordination of the Securities in a manner adverse subordinate such Notes to the Holdersother Indebtedness, or (2) reduce the percentage in principal amount of the Outstanding Securities Notes of any seriesthe series for such Outstanding Note, 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 the certain provisions of or defaults under 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 5.13, or Section 10.87.13, 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 Note directly affected Outstanding Security, 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, or the deletion of this proviso, in accordance with the requirements of Section 6.11(bSections 8.11(b) and 9.1(810.1(9). . (b) A supplemental indenture which that changes or eliminates any covenant or other provision of this Indenture which that has expressly been included solely for the benefit of one or more particular series of SecuritiesNotes, or which that modifies the rights of the Holders of Securities 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 Notes 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 Notes entitled to consent pursuant to this Section. Such record date shall be the later of (i) 30 days prior to the first solicitation of such supplemental indentureconsent or (ii) the date of the most recent list of Holders furnished to the Trustee pursuant to Section 9.1 prior to such solicitation.

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 such said Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee may enter into a supplemental 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 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 entered into pursuant to this Section 9.2 shall, without the consent of the Holder of each Outstanding Security affected by such supplemental indenturethereby, (1a) change the Stated Maturity of the principal of, or any installment of principal of or interest interest, if any, on, any Security, or reduce its the principal amount thereof or the rate of interest thereon or any premium payable upon its redemptionthe redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security or any other Security that which would be due and payable upon a declaration of acceleration of its the Maturity thereof pursuant to Section 5.2, or adversely affect any right of repayment at the option of the Holder of any Security5.02, or change any Place the Company’s obligation to maintain an office or agency for payment of Payment where Securities and the other matters specified herein, or the coin or currency in which any Security or any premium or interest is payable, or impair the right to institute suit for the enforcement of any such payment on or after its the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or modify alter the provisions method of this Indenture with respect to the subordination computation of the Securities in a manner adverse to the Holders, orinterest, (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 the certain provisions of or defaults under this Indenture or certain defaults hereunder and their consequences consequences) provided for in this Indenture, or, (3c) modify any of the provisions of this Section, Indenture relating to the execution of supplemental indentures with the consent of Holders of Securities which are discussed in this Section 5.13, or Section 10.8modify any provisions relating to the waiver by holders of Securities of past defaults and covenants, 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 Outstanding Security, 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 SectionSection and Section 10.06, or the deletion of this proviso, in accordance with the requirements of Section 6.11(bSections 6.11 and 9.01(h), or (d) and 9.1(8)make any change in Article XIV that adversely affects the rights of any Holder under Article XIV. 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. An amendment under this Section 9.02 may not make any change that adversely affects the rights under Article XIV of any holder of Senior Indebtedness then outstanding unless the holders of such supplemental indentureSenior Indebtedness (or any group or Representatives thereof authorized to give a consent) consent to such change.

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 such said Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee may enter into a supplemental 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 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 entered into pursuant to this Section 9.2 shall, without the consent of the Holder of each Outstanding Security affected by such supplemental indenturethereby, (1a) change the Stated Maturity of the principal of, or any installment of principal of or interest interest, if any, on, any Security, or reduce its the principal amount thereof or the rate of interest thereon or any premium payable upon its redemptionthe redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security or any other Security that which would be due and payable upon a declaration of acceleration of its the Maturity thereof pursuant to Section 5.2, or adversely affect any right of repayment at the option of the Holder of any Security5.02, or change any Place the Company’s obligation to maintain an office or agency for payment of Payment where Securities and the other matters specified herein, or the coin or currency in which any Security or any premium or interest is payable, or impair the right to institute suit for the enforcement of any such payment on or after its the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or modify alter the provisions method of this Indenture with respect to the subordination computation of the Securities in a manner adverse to the Holders, orinterest, (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 the certain provisions of or defaults under this Indenture or certain defaults hereunder and their consequences consequences) provided for in this Indenture, or, (3c) modify any of the provisions of this Section, Indenture relating to the execution of supplemental indentures with the consent of Holders of Securities which are discussed in this Section 5.13, or Section 10.8modify any provisions relating to the waiver by holders of Securities of past defaults and covenants, 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 Outstanding Security, 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 SectionSection and Section 10.06, or the deletion of this proviso, in accordance with the requirements of Section 6.11(bSections 6.11 and 9.01(h), or (d) and 9.1(8)make any change in Article XIV that adversely affects the rights of any Holder under Article XIV. 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. An amendment under this Section 9.02 may not make any change that adversely affects the rights under Article XIV of any holder of Senior Indebtedness then outstanding unless the holders of such supplemental indentureSenior Indebtedness (or any group or Representatives thereof authorized to give a consent), pursuant to the consent requirement of the agreement governing such Senior Indebtedness for the taking of such action, consent to such change.

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 indentureindenture (including consents obtained in connection with a tender offer or exchange for Securities), by Act of such said Holders delivered to the Company Company, the Guarantors and the Trustee, the Company, when authorized by a Board Resolution, the Guarantors and the Trustee may enter into a supplemental 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 entered into pursuant to this Section 9.2 shall, without the consent of the Holder of each Outstanding Security of such series affected by such supplemental indenture,thereby: (1) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or ; (2) reduce its the principal amount or rate of interest or any premium payable upon its redemption, Security or reduce the amount of the principal of an Original Issue Discount Security or any other Security that which would be due and payable upon a declaration of acceleration of its the Maturity thereof pursuant to Section 5.2502, or adversely affect any right reduce the rate of repayment at or extend the option time of the Holder payment of interest on any Security; (3) reduce any premium payable upon the redemption of or change the date on which any Security may or must be redeemed; (4) change the coin or currency in which the principal of or premium, if any, or change any Place of Payment where interest on any Security or any premium or interest is payable, or ; (5) impair the right of any Holder to institute suit for the enforcement of any such payment on or after its the Stated Maturity thereof (or, in the case of redemptionredemption or repayment, on or after the Redemption Date or Repayment Date, as applicable), or modify the provisions of this Indenture with respect to the subordination of the Securities in a manner adverse to the Holders, or; (26) 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 the certain provisions of or defaults under this Indenture or certain defaults hereunder and their consequences consequences) provided for in this Indenture, or; (37) modify any of the provisions of this SectionSection 902, Section 5.13, 512 or Section 10.81005, 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 Outstanding Security, 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 SectionSection 902 and Section 1005, or the deletion of this proviso, in accordance with the requirements of Section 6.11(b611 and Section 901(7); (8) if the Securities of any series are convertible into or for any other securities or property of the Company, make any change that adversely affects in any material respect the right to convert any Security of such series (except as permitted by Section 901) and 9.1(8)or decrease the conversion rate or increase the conversion price of any such Security of such series, unless such decrease or increase is permitted by the terms of such Security; (9) subordinate the Securities of any series or any Guarantee of a Guarantor in respect thereof to any other obligation of the Company or such Guarantor; (10) modify the terms of any Guarantee in a manner adverse to the Holders of Securities of a series; or (11) modify clauses (1) through (10) above. 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 of such supplemental indenturethereof.

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 such said Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee may enter into a supplemental 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 entered into pursuant to this Section 9.2 shall, without the consent of the Holder of each Outstanding Security affected by such supplemental indenturethereby, (1) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce its the principal amount thereof or the rate of interest or the time of payment of interest thereon or any premium payable upon its redemptionthe redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security or any other Security that would be due and payable upon a declaration of acceleration of its the Maturity thereof pursuant to Section 5.2, or adversely affect any right of repayment at the option of the Holder of any Security5.02, or change any Place of Payment where 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 any such payment on or after its the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or modify the provisions of this Indenture with respect to the subordination of the Securities in a manner adverse to the Holders, 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 the certain provisions of or defaults under 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 5.13, or Section 10.85.13 or Section 10.06, 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 Outstanding Securitythereby, providedor (4) change any obligation of the Company to pay additional amounts, howeveror (5) adversely affect the right of repayment or repurchase at the option of the Holder, that this clause shall not be deemed to require the consent of or (6) reduce or postpone any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section, sinking fund or the deletion of this proviso, in accordance with the requirements of Section 6.11(b) and 9.1(8)similar provision. 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 of such supplemental indenturethereof.

Supplemental Indentures with Consent of Holders. With 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 Storm Recovery Bonds of each series affected by such supplemental indenturetranche to be affected, by Act of such Holders delivered to the Company Issuer and the Indenture Trustee, the Company, when authorized by a Board Resolution, and the Trustee may enter into a supplemental 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 Storm Recovery Bonds under this Indenture; provided, however, that no such supplemental indenture entered into pursuant to this Section 9.2 shall, without the consent of the Holder of each Outstanding Security Storm Recovery Bond of each tranche affected by such supplemental indenture,thereby: (1i) change the Stated Maturity date of the principal of, or payment of any installment of principal of or interest onpremium, any Securityif any, or reduce its principal amount or rate interest on any Storm Recovery Bond of interest or any premium payable upon its redemptionsuch tranche, or reduce the principal amount of thereof, the principal of an Original Issue Discount Security interest rate thereon or any other Security that would be due and payable upon a declaration of acceleration of its Maturity pursuant to Section 5.2premium, or adversely affect any right of repayment at the option of the Holder of any Securityif any, or with respect thereto; (ii) change any Place of Payment where any Security or any premium or interest is payable, or impair the right to institute suit for the enforcement of any such payment on or after its Stated Maturity (or, in the case of redemption, on or after the Redemption Date), or modify the provisions of this Indenture with respect and the Series Supplement relating to the subordination application of collections on, or the proceeds of the Securities sale of, the Collateral to payment of principal of or premium, if any, or interest on the Storm Recovery Bonds of such tranche, or change any place of payment where, or the coin or currency in a manner adverse to which, any Storm Recovery Bond of such tranche or the Holders, orinterest thereon is payable; (2iii) reduce the percentage in principal amount of the Outstanding Securities Amount of any seriesthe Storm 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 the certain provisions of or defaults under this Indenture or certain defaults hereunder and their consequences provided for in this Indenture, or; (3iv) reduce the percentage of the Outstanding Amount of the Storm Recovery Bonds required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Storm Recovery Collateral pursuant to Section 5.04; (v) modify any provision of this Section 9.02 or any provision of the provisions other Basic Documents similarly specifying the rights of this Section, Section 5.13, or Section 10.8the Holders to consent to modification thereof, 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 Storm Recovery Bond affected Outstanding Security, provided, however, that thereby; (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 payment of interest, principal or premium, if any, due on any Storm 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 or Final Maturity Date of Storm Recovery Bonds; (vii) decrease the Required Capital Level with respect to changes in any Series; (viii) permit the references creation of any Lien ranking prior to “the Trustee” and concomitant changes in this Section, or the deletion of this proviso, in accordance on a parity with the requirements of Section 6.11(b) and 9.1(8). A supplemental indenture which changes or eliminates any covenant or other provision Lien 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 any part of the Collateral or, except as otherwise permitted or other provisioncontemplated herein, shall be deemed not to affect terminate the rights under Lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Storm Recovery Bond of the Holders security provided by the Lien of Securities this Indenture; (ix) cause any material adverse U.S. 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 enforcement of any other seriesthe provisions of this Indenture regarding payment or application of funds. 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. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section 9.02, the Issuer shall mail to the Rating Agencies a copy of such supplemental indenture and to the Holders of the Storm Recovery Bonds to which such supplemental indenture relates either a copy of such supplemental indenture or a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Issuer to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental 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, by Act of such said Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee may enter into a supplemental 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 provided no such supplemental indenture entered into pursuant to this Section 9.2 shall, without the consent of the Holder of each Outstanding Security of each series affected by such supplemental indenturethereby, (1) change the Stated Maturity of the principal of, or any installment of principal of or interest (including any Additional Interest) on, any Security, or reduce its the principal amount thereof or the rate of interest thereon or any premium payable upon its redemptionthe redemption thereof, or reduce the amount of the principal of an Original Issue a Discount Security or any other Security that would be due and payable upon a declaration of acceleration of its the Maturity thereof pursuant to Section 5.2, or adversely affect change any right of repayment at the option obligation of the Holder of any SecurityCompany to pay Additional Sums pursuant to Section 10.6 hereof (except as contemplated by Section 8.1 and permitted by Section 9.1(1)), or change any Place the place of Payment where payment where, or the coin or currency in which, any Security or interest thereon or any premium or interest other sum is payable, or impair the right to institute suit for the enforcement of any such payment on or after its the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or modify the provisions of this Indenture with respect to the subordination of the Securities in a manner adverse to the Holders, or (2) reduce the percentage in aggregate 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 the certain provisions of or defaults under 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 5.13, 5.13 or Section 10.810.5, 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 Security affected Outstanding Security, thereby; provided, howeverfurther, that, in the case of the Securities of a series issued to an Issuer Trust, so long as any of the corresponding series of Capital Securities issued by such Issuer Trust remains outstanding, (i) no such amendment shall be made that adversely affects the holders of such Capital Securities in any material respect, and no termination of this clause Indenture shall not occur, and no waiver of any Event of Default or compliance with any covenant under this Indenture shall be deemed to require effective, without the prior consent of any Holder with respect the holders of at least a majority of the aggregate Liquidation Amount of such Capital Securities then outstanding, unless and until the principal of (and premium, if any, on) the Securities of such series and all accrued and (subject to changes Section 3.8) unpaid interest (including Additional Interest, if any) thereon have been paid in the references full, and (ii) no amendment shall be made to “the Trustee” and concomitant changes in this Section, or the deletion Section 5.8 of this provisoIndenture that would impair the rights of the holders of Capital Securities issued by an Issuer Trust provided therein without the prior consent of the holders of each such Capital Security then outstanding unless and until the principal of (and premium, if any, on) the Securities of such series and all accrued and (subject to Section 3.8) unpaid interest (including Additional Interest, if any) thereon have been paid in accordance with the requirements of Section 6.11(b) and 9.1(8)full. A supplemental indenture which that changes or eliminates any covenant or other provision of this Indenture which that has expressly been included solely for the benefit of one or more particular series of SecuritiesSecurities or any corresponding series of Capital Securities of an Issuer Trust that holds the Securities of any series, or which that modifies the rights of the Holders of Securities of such series or the holders of such Capital Securities of such corresponding 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 or the holders of Capital Securities of any other such corresponding 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 of such supplemental indenturethereof.

Supplemental Indentures with Consent of Holders. With Subject to paragraph (c) of Section 9.01, 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 Environmental Trust Bonds of each series affected by such supplemental indentureTranche to be adversely affected, by Act of such Holders delivered to the Company Issuer and the Indenture Trustee, the Company, when authorized by a Board Resolution, and the Trustee may enter into a supplemental 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 Environmental Trust Bonds under this Indenture; provided, however, that no such supplemental indenture entered into pursuant to this Section 9.2 shall, without the consent of the Holder of each Outstanding Security Environmental Trust Bond of each Tranche affected by such supplemental indenture,thereby: (1i) change the Stated Maturity date of the principal of, or payment of any installment of principal of or interest onpremium, any Securityif any, or reduce its principal amount or rate interest on any Environmental Trust Bond of interest or any premium payable upon its redemptionsuch Tranche, or reduce the principal amount of thereof, the principal of an Original Issue Discount Security interest rate thereon or any other Security that would be due and payable upon a declaration of acceleration of its Maturity pursuant to Section 5.2premium, or adversely affect any right of repayment at the option of the Holder of any Securityif any, or with respect thereto; (ii) change any Place of Payment where any Security or any premium or interest is payable, or impair the right to institute suit for the enforcement of any such payment on or after its Stated Maturity (or, in the case of redemption, on or after the Redemption Date), or modify the provisions of this Indenture with respect and the Series Supplement relating to the subordination application of collections on, or the proceeds of the Securities sale of, the Environmental Trust Bond Collateral to payment of principal of or premium, if any, or interest on the Environmental Trust Bonds, or change any place of payment where, or the coin or currency in a manner adverse to which, any Environmental Trust Bond or the Holders, orinterest thereon is payable; (2iii) reduce the percentage in principal amount of the Outstanding Securities Amount of any seriesthe Environmental Trust 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 the certain provisions of or defaults under this Indenture or certain defaults hereunder and their consequences provided for in this Indenture, or; (3iv) reduce the percentage of the Outstanding Amount of the Environmental Trust Bonds required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Environmental Trust Bond Collateral pursuant to Section 5.04; (v) modify any of the provisions provision of this Section, Section 5.13, or Section 10.89.02, 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 Environmental Trust Bond affected Outstanding Security, provided, however, that thereby; (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 payment of interest, principal or premium, if any, due on any Environmental Trust 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 Environmental Trust Bonds; (vii) decrease the Required Capital Level; (viii) permit the creation of any Lien ranking prior to or on a parity with the Lien of this Indenture with respect to changes in any part of the references to “Environmental Trust Bond Collateral or, except as otherwise permitted or contemplated herein, terminate the Trustee” and concomitant changes in this Section, or the deletion of this proviso, in accordance with the requirements of Section 6.11(b) and 9.1(8). A supplemental indenture which changes or eliminates any covenant or other provision Lien of this Indenture which has expressly been included solely on any property at any time subject hereto or deprive the Holder of any Environmental Trust Bond of the security provided by the Lien of this Indenture; (ix) cause any material adverse U.S. 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 seriesfunds. 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. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section 9.02, the Issuer shall mail to the Rating Agencies a copy of such supplemental indenture and to the Holders of the Environmental Trust Bonds to which such supplemental indenture relates either a copy of such supplemental indenture or a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Issuer to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Holders. With 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 System Restoration Bonds of each series affected by such supplemental indenturetranche to be affected, by Act of such Holders delivered to the Company Issuer and the Indenture Trustee, and, with the Companyconsent of the Texas Commission pursuant to Section 9.03 if such supplemental indenture increases ongoing qualified costs as defined in the Financing Order (which consent shall not be required with regard to the Series Supplement), when authorized by a Board Resolution, and the Trustee may enter into a supplemental 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 under this Indenture; provided, however, that no such supplemental indenture entered into pursuant to this Section 9.2 shall, without the consent of the Holder of each Outstanding Security System Restoration Bond of each tranche affected by such supplemental indenture,thereby: (1i) change the Stated Maturity date of the principal of, or payment of any installment of principal of or interest onpremium, any Securityif any, or reduce its principal amount or rate interest on any System Restoration Bond of interest or any premium payable upon its redemptionsuch tranche, or reduce the principal amount of thereof, the principal of an Original Issue Discount Security interest rate thereon or any other Security that would be due and payable upon a declaration of acceleration of its Maturity pursuant to Section 5.2the premium, or adversely affect any right of repayment at the option of the Holder of any Securityif any, or with respect thereto; (ii) change any Place of Payment where any Security or any premium or interest is payable, or impair the right to institute suit for the enforcement of any such payment on or after its Stated Maturity (or, in the case of redemption, on or after the Redemption Date), or modify the provisions of this Indenture with respect and the Series Supplement relating to the subordination application of collections on, or the proceeds of the Securities sale of, the Trust Estate to payment of principal of or premium, if any, or interest on the System Restoration Bonds of such tranche, or change any place of payment where, or the coin or currency in a manner adverse to which, any System Restoration Bond of such tranche or the Holders, orinterest thereon is payable; (2iii) reduce the percentage in principal amount of the Outstanding Securities Amount of any seriesthe System Restoration 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 the certain provisions of or defaults under this Indenture or certain defaults hereunder and their consequences provided for in this Indenture, or; (3iv) reduce the percentage of the Outstanding Amount of the System Restoration Bonds required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Trust Estate pursuant to Section 5.04; (v) modify any provision of this Section 9.02 or any provision of the provisions other Basic Documents similarly specifying the rights of this Section, Section 5.13, or Section 10.8the Holders to consent to modification thereof, 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 System Restoration Bond affected Outstanding Security, provided, however, that thereby; (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 payment of interest, principal or premium, if any, due and payable on any System Restoration Bond on any Payment Date (including the calculation of any of the individual components of such calculation) or change the Expected Sinking Fund Schedule or Final Maturity Date of System Restoration Bonds; (vii) decrease the Required Capital Amount with respect to changes in the references System Restoration Bonds; (viii) permit the creation of any Lien ranking prior to “the Trustee” and concomitant changes in this Section, or the deletion of this proviso, in accordance on a parity with the requirements of Section 6.11(b) and 9.1(8). A supplemental indenture which changes or eliminates any covenant or other provision Lien 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 any part of the Trust Estate or, except as otherwise permitted or other provisioncontemplated herein, shall be deemed not to affect terminate the rights under Lien of this Indenture on any property at any time subject hereto or deprive the Holder of any System Restoration Bond of the Holders security provided by the Lien of Securities this Indenture; (ix) cause any material adverse U.S. 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 enforcement of any other seriesthe provisions of this Indenture regarding payment or application of funds. 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. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section 9.02, the Issuer shall send to the Rating Agencies a copy of such supplemental indenture and to the Holders to which such supplemental indenture relates either a copy of such supplemental indenture or a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Issuer to send such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Holders. With the consent of the Holders of not less than a majority (or such greater amount as is provided for a particular series of Securities) in principal amount of the Outstanding Securities of each series affected by such supplemental indentureindenture (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Securities of such series), by Act of such said Holders delivered to the Company and the Trustee, the Company, Company (when authorized by or pursuant to a Board Resolution, ) and the Trustee may enter into a supplemental 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 entered into pursuant to this Section 9.2 shallindenture, without the consent of the Holder of each Outstanding Security affected by such supplemental indenture,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 its the principal amount thereof or the rate (or modify the calculation of such rate in a manner that reduces such rate) of interest thereon or any Additional Amounts with respect thereto, or any premium payable upon its redemptionthe redemption thereof or otherwise, or change the obligation of the Company to pay Additional Amounts pursuant to Section 10.4, or reduce the amount of the principal of an Original Issue Discount Security or any other Security that would be due and payable upon a declaration of acceleration of its the Maturity thereof pursuant to Section 5.25.2 or the amount thereof provable in bankruptcy pursuant to Section 5.4, change the redemption provisions or adversely affect any the right of repayment at the option of the any Holder of any Securityas contemplated by Article 13, or change any the Place of Payment where for any Security or the Currency in which the principal of, any premium or interest on, or any Additional Amounts with respect to any Security is payable, or impair the right to institute suit for the enforcement of any such payment on or after its the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date)Date or, or modify in the provisions case of this Indenture with respect to repayment at the subordination option of the Securities in a manner adverse to Holder, on or after the Holders, date for repayment); or (2) reduce the percentage in principal amount of the Outstanding Securities of any series, series the consent of whose the Holders is of which are required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with the certain provisions of or defaults under this Indenture or certain defaults hereunder and their consequences 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 5.13, 9.2 or Section 10.85.13 or Section 10.5, 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 Outstanding Securitythereby; or (4) make any change that adversely affects the right to convert or exchange any Security into or for Common Stock or other securities, 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, cash or the deletion of this proviso, other property in accordance with the requirements terms of Section 6.11(b) and 9.1(8)such Security. 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 9.2 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. 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 of Securities as aforesaid, the Trustee shall join with the Company and any guarantors in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental 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 all Outstanding Securities of each series affected by such supplemental indenture, by Act of such said Holders delivered to the Company and the Trustee, the Company, when authorized by or pursuant to a Board Resolution, and the Trustee may enter into a supplemental 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 that affects such series of Securities or of modifying in any manner the rights of the Holders of Securities of such series of Securities under this Indenture; provided, however, that no such supplemental indenture entered into pursuant to this Section 9.2 shall, without the consent of the Holder of each Outstanding Security affected by such supplemental indenture,thereby: (1i) change the Stated Maturity of the principal ofof (or premium, if any) or any installment of principal of or interest on, any Security, subject to the provisions of Section 3.08; or the terms of any sinking fund with respect to any Security; or reduce its the principal amount thereof or the rate of interest (or change the manner of calculating the rate of interest, thereon, or any premium payable upon its redemptionthe redemption thereof, or change any obligation of the Company to pay Additional Amounts pursuant to Section 10.04 (except as contemplated by Section 8.01(i) and permitted by Section 9.01(i)), or reduce the amount portion of the principal of an Original Issue Discount Security or any other Indexed Security that would be due and payable upon a declaration of acceleration of its the Maturity thereof pursuant to Section 5.25.02, or upon the redemption thereof 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 where, or the Currency in which, any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after its 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 the Repayment Date, as the case may be), or adversely affect any right to convert or exchange any Security as may be provided pursuant to Section 3.01 herein, or modify the subordination provisions of this Indenture with respect to the subordination of the Securities set forth in Article Sixteen in a manner that is adverse to the Holders, Holder of any Security; or (2ii) 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 the certain provisions of or defaults under this Indenture or certain defaults hereunder and their consequences consequences) provided for in this Indenture, or reduce the requirements of Section 15.04 for quorum or voting; or (3iii) modify any of the provisions of this Section, Section 5.13, 5.13 or Section 10.810.07, 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 Outstanding Security, thereby; provided, however, that this clause shall not be deemed to require the consent of any Holder of a Security with respect to changes in the references to “the Trustee” and concomitant changes in this Section, or the deletion of this proviso, in accordance with the requirements of Section 6.11(bSections 6.10(b) and 9.1(89.01(vii). 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. A supplemental indenture which that 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 that modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. It 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 of indenture supplemental hereto. If a record date is fixed, the Holders under this Section 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 have become effective by virtue of the requisite percentage having been obtained prior to the date that is eleven months after such record date, any such consent previously given shall automatically and without further action by any Holder be sufficient if such Act shall approve the substance cancelled and of such supplemental indentureno 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 indentureDebt Securities, by Act of such said Holders delivered to the Company and the Trustee, the Company, Company (when authorized by or in accordance with a Board Resolution, ) and the Trustee may enter into a supplemental 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 Debt 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 entered into pursuant to this Section 9.2 shallindenture, without the consent of the Holder of each Outstanding Debt Security affected by such supplemental indenture,thereby, will: (1) reduce the rate of or change the time for payment of interest, including Defaulted Interest, on any Debt Securities; (2) reduce the principal of or change the Stated Maturity of any Debt Securities; (3) change the principal of, date on which any Debt Securities may be subject to redemption or reduce the Redemption Price therefore; (4) make any installment Debt Security payable in money other than Dollars; (5) change any of the Subordination Provisions in a way that may adversely affect the Holders; (6) make any change in provisions of this Indenture protecting the right of each Holder to receive payment of principal of or and interest on, any Security, or reduce its principal amount or rate of interest or any premium payable upon its redemption, or reduce the amount of the principal of an Original Issue Discount on such Debt Security or any other Security that would be due and payable upon a declaration of acceleration of its Maturity pursuant to Section 5.2, or adversely affect any right of repayment at the option of the Holder of any Security, or change any Place of Payment where any Security or any premium or interest is payable, or impair the right to institute suit for the enforcement of any such payment on or after its Stated Maturity (or, in the case of redemption, on or after the Redemption Date), due date thereof or modify the provisions of this Indenture with respect to the subordination of the Securities in a manner adverse bring suit to the Holders, orenforce such payment; (27) reduce the percentage in principal amount of the Outstanding Securities of any seriesDebt Securities, 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 the certain provisions of or defaults under this Indenture or certain defaults hereunder and their consequences consequences) provided for in Section 4.12 or Section 9.6 of this Indenture, ; or (3) 8) modify any of the provisions of this SectionSection 8.2, Section 5.13, 4.12 or Section 10.89.6, 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 Debt Security affected Outstanding Security, 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, or the deletion of this proviso, in accordance with the requirements of Section 6.11(b) and 9.1(8). 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 seriesthereby. It shall will not be necessary for any Act of Holders under this Section 8.2 to approve the particular form of any proposed supplemental indenture, but it shall will be sufficient if such Act shall will approve the substance of such supplemental indenturethereof.

Supplemental Indentures with Consent of Holders. With the consent of the Holders of not less than a majority in aggregate principal amount of the all Outstanding Securities of each series affected by such supplemental indentureindenture (voting as one class), by Act of such Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee may enter into a supplemental 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 Indenture, or of modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, provided that no such supplemental indenture entered into pursuant to this Section 9.2 shallthe Company and the Trustee may not, without the consent of the Holder of each Outstanding Security affected by such supplemental indenturethereby, (1a) change the Stated Maturity of the principal of, or any installment of principal of or interest interest, if any, on, any Security, or reduce its the principal amount thereof or premium, if any, on or the rate of interest or any premium payable upon its redemption, or reduce the amount of the principal of an Original Issue Discount Security or any other Security that would be due and payable upon a declaration of acceleration of its Maturity pursuant to Section 5.2, thereon or adversely affect any right of repayment at the option of the Holder of to convert or exchange any SecuritySecurity into any other security, or alter the method of computation of interest; (b) reduce the percentage in principal amount of Securities required for any such supplemental indenture or for any waiver provided for in this Indenture; (c) change any Place the Company’s obligation to maintain an office or agency for payment of Payment where any Security or any premium or interest is payable, or Securities and the other matters specified herein; (d) impair the right to institute suit for the enforcement of any such payment on or after its Stated Maturity (orof principal of, in the case of redemptionpremium, on or after the Redemption Date)if any, or interest on, any Security; (e) modify the provisions of this Indenture with respect to the subordination of the Securities any Security in a manner adverse to the Holders, Holder thereof; 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 the provisions of or defaults under this Indenture and their consequences provided for in this Indenture, or (3f) modify any of the provisions of this Section, Indenture relating to the execution of supplemental indentures with the consent of Holders of Securities which are discussed in this Section 5.13, or Section 10.8modify any provisions relating to the waiver by Holders of Securities of past defaults and covenants, except to increase any such required 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 Outstanding Security, 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, or the deletion of this proviso, in accordance with the requirements of Section 6.11(b) and 9.1(8)thereby. 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 of such supplemental indenturethereof.

Supplemental Indentures with Consent of Holders. With 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 Energy Transition Bonds of each series affected by such supplemental indenturetranche to be affected, by Act of such Holders delivered to the Company Issuer and the Indenture Trustee, the Company, when authorized by a Board Resolution, and the Trustee may enter into a supplemental 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 under this Indenture; provided, however, that no such supplemental indenture entered into pursuant to this Section 9.2 shall, without the consent of the Holder of each Outstanding Security Energy Transition Bond of each tranche affected by such supplemental indenture,thereby: (1i) change the Stated Maturity date of the principal of, or payment of any installment of principal of or interest onpremium, any Securityif any, or reduce its principal amount or rate interest on any Energy Transition Bond of interest or any premium payable upon its redemptionsuch tranche, or reduce the principal amount of thereof, the principal of an Original Issue Discount Security interest rate thereon or any other Security that would be due and payable upon a declaration of acceleration of its Maturity pursuant to Section 5.2the premium, or adversely affect any right of repayment at the option of the Holder of any Securityif any, or with respect thereto; (ii) change any Place of Payment where any Security or any premium or interest is payable, or impair the right to institute suit for the enforcement of any such payment on or after its Stated Maturity (or, in the case of redemption, on or after the Redemption Date), or modify the provisions of this Indenture with respect and the Series Supplement relating to the subordination application of collections on, or the proceeds of the Securities sale of, the Trust Estate to payment of principal of or premium, if any, or interest on the Energy Transition Bonds of such tranche, or change any place of payment where, or the coin or currency in a manner adverse to which, any Energy Transition Bond of such tranche or the Holders, orinterest thereon is payable; (2iii) reduce the percentage in principal amount of the Outstanding Securities Amount of any seriesthe Energy Transition 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 the certain provisions of or defaults under this Indenture or certain defaults hereunder and their consequences provided for in this Indenture, or; (3iv) reduce the percentage of the Outstanding Amount of the Energy Transition Bonds required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Trust Estate pursuant to Section 5.04; (v) modify any provision of this Section 9.02 or any provision of the provisions other Basic Documents similarly specifying the rights of this Section, Section 5.13, or Section 10.8the Holders to consent to modification thereof, 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 Energy Transition Bond affected Outstanding Security, provided, however, that thereby; (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 payment of interest, principal or premium, if any, due and payable on any Energy Transition Bond on any Payment Date (including the calculation of any of the individual components of such calculation) or change the Expected Sinking Fund Schedule, the Expected Amortization Schedule or the Final Maturity Dates of the Energy Transition Bonds; (vii) decrease the Required Capital Amount with respect to changes in the references Energy Transition Bonds; (viii) permit the creation of any Lien ranking prior to “the Trustee” and concomitant changes in this Section, or the deletion of this proviso, in accordance on a parity with the requirements of Section 6.11(b) and 9.1(8). A supplemental indenture which changes or eliminates any covenant or other provision Lien 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 any part of the Trust Estate or, except as otherwise permitted or other provisioncontemplated herein, shall be deemed not to affect terminate the rights under Lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Energy Transition Bond of the Holders security provided by the Lien of Securities this Indenture; (ix) cause any material adverse U.S. 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 enforcement of any other seriesthe provisions of this Indenture regarding payment or application of funds. 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. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section 9.02, the Issuer shall mail to the Rating Agencies a copy of such supplemental indenture and to the Holders to which such supplemental indenture relates either a copy of such supplemental indenture or a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Issuer to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Holders. With the consent of the Holders of not less than a majority 50% in principal amount of the Outstanding Securities of each series affected by such supplemental indenture, by Act of such said Holders delivered to the Company Company, the Guarantors and the Trustee, the CompanyCompany and the Guarantors, in each case when authorized by a Board Resolution, and the Trustee may enter into a supplemental 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 entered into pursuant to this Section 9.2 shall, without the consent of the Holder of each Outstanding Security affected by such supplemental indenture,thereby: (1a) change extend the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce its the principal amount thereof or the rate of interest thereon or any premium payable upon its redemptionthe redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security or any other Security that which would be due and payable upon a declaration of acceleration of its the Maturity thereof pursuant to Section 5.2, or adversely affect any right of repayment at the option of the Holder of any Security5.02, or change any Place of Payment where 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 any such payment on or after its the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or modify the provisions of this Indenture with respect to the subordination of the Securities in a manner adverse to the Holders, 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 the certain provisions of or defaults under this Indenture or certain defaults hereunder and their consequences consequences) provided for in this Indenture, or (3c) modify any of the provisions of this Section, Section 5.13, 5.13 or Section 10.810.08, 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 Outstanding Security, 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 “the Trustee” and concomitant changes in this SectionSection and Article 10, or the deletion of this proviso, in accordance with the requirements of Section 6.11(b6.11 and Section 9.01(h); or (d) and 9.1(8)release Parent or Medtronic, Inc. from its obligations in respect of the Note Guarantees or modify the Note Guarantees of any series other than in accordance with the provisions of this 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. 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 of such supplemental indenturethereof.

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 such said Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee may enter into a supplemental an indenture or indentures supplemental hereto for the purpose of adding any provisions provision 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 entered into pursuant to this Section 9.2 shall, without the consent of the Holder of each Outstanding Security affected by such supplemental indenturethereby, (1) change the Stated Maturity of the principal of, or any installment instalment of principal of or interest on, any Security, or reduce its the principal amount thereof or the rate of interest thereon or any premium payable upon its redemptionthe redemption thereof, or alter or impair the right to convert any Security at the rate and upon the terms provided for in this Indenture or the form of such Security, or reduce the amount of the principal of an Original Issue Discount Security or any other Security that would be due and payable upon a declaration of acceleration of its the Maturity thereof pursuant to Section 5.26.02, or adversely affect any right of repayment at the option of the Holder of any Security, or change reduce the amount of, or postpone the date fixed for, the payment of any Place of Payment where any Security sinking fund or any premium or interest is payableanalogous obligation, or impair the right to institute suit for the enforcement of any such payment on or after its the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or modify the provisions of this Indenture with respect to the subordination of the Securities in a manner adverse to the Holders, 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 the certain provisions of or defaults under 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 5.13, 6.13 or Section 10.811.07, 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 Outstanding Securitythereby. Notwithstanding the foregoing, provided, however, that this clause shall not be deemed to require the no consent of any Holder with respect the Holders shall be necessary to changes in permit the references execution of supplemental indentures pursuant to “the Trustee” and concomitant changes in this Section, or the deletion of this proviso, in accordance with the requirements of Section 6.11(b) and 9.1(8)16.07. 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 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 of such supplemental indenturethereof.

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 such said Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee may enter into a supplemental 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 entered into pursuant to this Section 9.2 shall, without the consent of the Holder of each Outstanding Security affected by such supplemental indenturethereby, (1) change the Stated Maturity of the principal of, or any installment of principal of or interest (including any Additional Interest) on, any Security, or reduce its the principal amount thereof or the rate of interest thereon or reduce any premium payable upon its redemptionthe redemption thereof, or reduce the amount of the principal of an Original Issue a Discount Security or any other Security that would be due and payable upon a declaration of acceleration of its the Maturity thereof pursuant to Section 5.2, or adversely affect any right change the place of repayment at the option of the Holder of any Securitypayment where, or change any Place of Payment where 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 any such payment on or after its the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or modify the provisions of this Indenture with respect to the subordination of the Securities in a manner adverse to the Holders, 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 the certain provisions of or defaults under 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 5.13, 5.13 or Section 10.810.5, 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 Security affected Outstanding Security, 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, or the deletion of this proviso, in accordance with the requirements of Section 6.11(b) and 9.1(8)thereby. A supplemental indenture which that changes or eliminates any covenant or other provision of this Indenture which that 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 of such supplemental indenturethereof.

Supplemental Indentures with Consent of Holders. With the written consent of the Holders of not less than at least a majority in principal amount aggregate Principal Amount of the Outstanding Securities of each series affected by such supplemental indenture, by Act of such Holders delivered to the Company and the Trustee, Trustee may amend this Indenture or the Company, when authorized by a Board Resolution, and the Trustee Securities of any series or may enter into a supplemental 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 the Securities of such series and any related coupons under this Indenture; providedPROVIDED, howeverHOWEVER, that no such amendment or supplemental indenture entered into pursuant to this Section 9.2 shall, without the consent of the Holder of each Outstanding Security affected by such supplemental indenture,thereby: (1) change the Stated Maturity of the principal Principal of, or any installment of principal of Principal or interest on, any such Security, or reduce its principal amount the Principal Amount thereof or the rate of interest thereon or any premium payable upon its redemption, redemption thereof or reduce the amount of the principal Principal of an Original Issue any such Discount Security or any other Security that would be due and payable upon a declaration of acceleration of its Maturity maturity thereof pursuant to Section 5.2, or adversely affect any right of repayment at the option of the Holder of any Security6.2, or change any the Place of Payment where Payment, or change the coin or currency in which, any Security Principal of, or any premium or installment of interest on, any such Security is payable, or impair the right to institute suit for the enforcement of any such payment on or after its the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or modify the provisions of this Indenture with respect to the subordination of the Securities in a manner adverse to the Holders, or; (2) reduce the percentage in principal amount Principal Amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such amendment or supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with the certain provisions of or defaults under this Indenture or certain defaults hereunder and their consequences consequences) with respect to the Securities of such series provided for in this Indenture, ; (3) make any change in the terms of the Subordination of the Securities in a manner adverse to the Holders of any series of outstanding Securities; or (34) modify any of the provisions of this Section, Section 5.13, 6.4 or Section 10.86.7, except to increase any the percentage of Outstanding Securities of such percentage or series required for such actions 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 Outstanding Security, 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, or the deletion of this proviso, in accordance with the requirements of Section 6.11(b) and 9.1(8)thereby. 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 9.2 to approve the particular form of any proposed amendment or supplemental indenture, but it shall be sufficient if such Act shall approve consent approves the substance thereof. After an amendment or supplemental indenture under this Section 9.2 becomes effective, the Company shall mail to each Holder of such supplemental indenturethe particular Securities affected thereby a notice briefly describing the amendment.

Supplemental Indentures with Consent of Holders. With the written consent of the Holders of not less than a majority in of the aggregate principal amount of the Outstanding Securities of each series adversely affected by such supplemental indentureindenture (with the Securities of all series voting as one class), by Act of such Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee may enter into a supplemental an indenture or indentures for the purpose of adding supplemental hereto to add any provisions to or changing in to change or eliminate any manner or eliminating any of the provisions of this Indenture or of modifying in any manner other indenture supplemental hereto or to modify the rights of the Holders of Securities of such series under this IndentureSecurities; provided, however, that no such supplemental indenture entered into pursuant to this Section 9.2 shall, without the consent of the Holder of each Outstanding Security affected by such supplemental indenture,thereby, an amendment under this Section may not: (1) change the Stated Maturity of the principal ofof or premium, if any, or any installment of principal of or premium, if any, or interest on, any Security, or reduce its the principal amount thereof or the rate of interest thereon or any premium payable upon its redemptionthe redemption thereof, or change the manner in which the amount of any principal thereof or premium, if any, or interest thereon is determined, or reduce the amount of the principal of an any Original Issue Discount Security or any other Indexed Security that would be due and payable upon a declaration of acceleration of its the Maturity thereof pursuant to Section 5.2, or adversely affect change the currency in which any right of repayment at the option of the Holder of any Security, or change any Place of Payment where any Security Securities or any premium or the interest thereon is payable, change the index, securities or commodities with reference to which or the formula by which the amount of principal or any premium or the interest thereon is determined, or impair the right to institute suit for the enforcement of any such payment on or after its the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or modify the provisions of this Indenture with respect to the subordination of the Securities in a manner adverse to the Holders, or; (2) reduce the percentage in principal amount of the Outstanding Securities of any seriesaffected thereby, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver of (or compliance with the certain provisions of or defaults under this Indenture or certain defaults hereunder and their consequences consequences) provided for in this Indenture, or; (3) modify change any obligation of the provisions of Company to maintain an office or agency in the places and for the purposes specified in Section 9.2; or (4) make any change in Section 5.7 or this Section, Section 5.13, or Section 10.8, 8.2 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 Outstanding Security affected Outstanding Security, 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, or the deletion of this proviso, in accordance with the requirements of Section 6.11(b) and 9.1(8)thereby. 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 or 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 is not be necessary for any Act of Holders under this Section 8.2 for the Holders to approve consent to the particular form of any proposed supplemental indenture, but it shall be is sufficient if such Act shall approve they consent to the substance of such supplemental indenturethereof.

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 such said Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee may enter into a supplemental 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 entered into pursuant to this Section 9.2 shall, without the consent of the Holder of each Outstanding Security affected by such supplemental indenture,of each series so affected: (1) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce its the principal amount thereof or the rate of interest thereon or any premium payable upon its redemptionthe redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security or any other Security that would be due and payable upon a declaration of acceleration of its the Maturity thereof pursuant to Section 5.2, or adversely affect any right of repayment at the option of the Holder of any Security5.02, or change any Place of Payment where 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 any such payment on or after its the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or adversely affect the right to convert any Security as provided in the terms of such Security, or modify the provisions of this Indenture with respect to the subordination ranking of the Securities in a manner adverse to the Holders, 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 the certain provisions of or defaults under 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 5.13, 5.13 or Section 10.810.06, 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 Outstanding Security, provided, however, that this clause shall not be deemed to require thereby; (4) adversely affect any right of repayment or repurchase at the consent option of the Holder; or (5) reduce or postpone any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section, sinking fund or the deletion of this proviso, in accordance with the requirements of Section 6.11(b) and 9.1(8)similar provision. 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 of such supplemental indenturethereof.

Supplemental Indentures with Consent of Holders. With The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with the consent of the Council if such consent is required pursuant to Section 9.03, 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 each series affected by such supplemental indenturethe Storm Recovery Bonds, by Act of such Holders delivered to the Company Issuer and the Indenture Trustee, the Company, when authorized by a Board Resolution, and the Trustee may enter into a supplemental 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 Storm Recovery Bonds under this Indenture; provided, however, that no such supplemental indenture entered into pursuant to this Section 9.2 shall, without the consent of the Holder Holders of each Outstanding Security Storm Recovery Bond affected by such supplemental indenture,thereby: (1i) change the Stated Maturity date of the principal of, or payment of any installment of principal of or interest onpremium, any Securityif any, or reduce its principal amount or rate of interest or any premium payable upon its redemptionon the Storm Recovery Bonds, or reduce the principal amount thereof in any manner, 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 proceeds of the sale of, the Storm Recovery Bond Collateral to payment of principal of an Original Issue Discount Security or any other Security that would be due and payable upon a declaration of acceleration of its Maturity pursuant to Section 5.2premium, if any, or adversely affect any right of repayment at interest on the option of the Holder of any SecurityStorm Recovery Bonds, or change any Place place of Payment where payment where, or the coin or currency in which, any Security Storm Recovery Bond or any premium or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after its Stated Maturity (or, in the case of redemption, on or after the Redemption Date), or modify the provisions of this Indenture with respect requiring the application of funds available therefor, as provided in Article V, to the subordination payment of any such amount due on the Securities in a manner adverse to Storm Recovery Bonds on or after the Holders, orrespective due dates thereof; (2ii) reduce the percentage in principal amount of the Outstanding Securities Amount of any seriesthe Storm Recovery Bonds, 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 the certain provisions of or defaults under this Indenture or certain defaults hereunder and their consequences provided for in this Indenture, or; (3iii) reduce the percentage of the Outstanding Amount of the Storm Recovery Bonds or any Tranche thereof required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Storm Recovery Bond Collateral pursuant to Section 5.04; (iv) modify any of the provisions provision of this Section, Section 5.13, or Section 10.8, 9.02 except to increase any such percentage specified herein or to provide that certain other those provisions of this Indenture referenced in this Section 9.02 cannot be modified or waived without the consent of the Holder of each Outstanding Storm Recovery Bond affected Outstanding Security, provided, however, that thereby; (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 payment of interest, principal or premium, if any, due on any Storm Recovery Bond on any Payment Date (including the calculation of any of the individual components of such calculation) or change the Expected Amortization Schedules or Final Maturity Dates of any Tranche of the Storm Recovery Bonds; (vi) decrease the Required Capital Level; (vii) permit the creation of any Lien ranking prior to or on a parity with the Lien of this Indenture with respect to changes in any part of the references to “Storm Recovery Bond Collateral or, except as otherwise permitted or contemplated herein, terminate the Trustee” and concomitant changes in this Section, or the deletion of this proviso, in accordance with the requirements of Section 6.11(b) and 9.1(8). A supplemental indenture which changes or eliminates any covenant or other provision Lien of this Indenture which has expressly been included solely on any property at any time subject hereto or deprive the Holder of any Storm 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 of the Holders of Securities of any other seriesregarding payment. 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. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section 9.02, the Issuer shall mail to the Rating Agencies and the Holders of the Storm Recovery Bonds to which such supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Issuer to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Holders. With Subject to Sections 7.12 and 7.13 hereof, 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 indenturethereby, by Act of such said Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee may enter into a supplemental 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 the Securities of such series under this Indenture; provided, however, that no such supplemental indenture entered into pursuant to this Section 9.2 shall, without the consent of the Holder of each Outstanding Security affected by such supplemental indenturethereby, (1a) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce its the principal amount thereof or rate of the interest thereon, or any premium payable upon its redemptionon the redemption thereof, or change the Place of Payment, or the coin or currency in which any Security or the interest, if any, thereon is payable, or reduce the amount of the principal of an Original Issue Discount Security or any other Security that would be due and payable upon a declaration of an acceleration of its the Maturity pursuant to Section 5.2, thereof or adversely affect any the right of repayment repayment, if any, at the option of the Holder of Holder, or reduce the amount of, or postpone the date fixed for, any payment under the sinking fund for any Security, or change any Place of Payment where any Security or any premium or interest is payable, or impair the right to institute suit for the enforcement of any such payment on or after its the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or modify the provisions of this Indenture with respect to the subordination of the Securities in a manner adverse to the Holders, 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 the certain provisions of or defaults under this Indenture or certain defaults hereunder and their consequences provided for in this Indenture, or (3c) modify any of the provisions of this Section, Section 5.13, 11.02 or Section 10.87.13 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 Security affected Outstanding Security, 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, or the deletion of this proviso, in accordance with the requirements of Section 6.11(b) and 9.1(8)thereby. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has been expressly been included solely for the benefit of the Securities of one or more particular series of Securitiesseries, or which modifies the rights of the Holders of the Securities of one or more 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 the Securities of any other series. It shall not be necessary for any Act of Holders under this Section 11.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance of such supplemental indenturethereof.

Supplemental Indentures with Consent of Holders. With 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 Phase-In-Recovery Bonds of each series affected by such supplemental indentureTranche to be affected, by Act of such Holders delivered to the Company Issuer and the Indenture Trustee, the Company, when authorized by a Board Resolution, and the Trustee may enter into a supplemental 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 Phase-In-Recovery Bonds under this Indenture; provided, however, that no such supplemental indenture entered into pursuant to this Section 9.2 shall, without the consent of the Holder of each Outstanding Security Phase-In-Recovery Bond of each Tranche affected by such supplemental indenture,thereby: (1i) change the Stated Maturity date of the principal of, or payment of any installment of principal of or interest onpremium, any Securityif any, or reduce its principal amount or rate interest on any Phase-In-Recovery Bond of interest or any premium payable upon its redemptionsuch Tranche, or reduce the principal amount of thereof, the principal of an Original Issue Discount Security interest rate thereon or any other Security that would be due and payable upon a declaration of acceleration of its Maturity pursuant to Section 5.2premium, or adversely affect any right of repayment at the option of the Holder of any Securityif any, or with respect thereto, change any Place of Payment where any Security or any premium or interest is payable, or impair the right to institute suit for the enforcement of any such payment on or after its Stated Maturity (or, in the case of redemption, on or after the Redemption Date), or modify the provisions of this Indenture with respect and the Series Supplement relating to the subordination application of collections on, or the proceeds of the Securities sale of, the Phase-In-Recovery Bond Collateral to payment of principal of or premium, if any, or interest on the Phase-In-Recovery Bonds, or change any place of payment where, or the coin or currency in a manner adverse to which, any Phase-In-Recovery Bond or the Holders, orinterest thereon is payable; (2ii) reduce the percentage in principal amount of the Outstanding Securities Amount of any seriesthe Phase-In-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 the certain provisions of or defaults under this Indenture or certain defaults hereunder and their consequences provided for in this Indenture, or; (3iii) reduce the percentage of the Outstanding Amount of the Phase-In-Recovery Bonds or Tranche thereof required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Phase-In-Recovery Bond Collateral pursuant to Section 5.04; (iv) modify any provision of this Section 9.02 or any provision of the provisions other Basic Documents similarly specifying the rights of this Section, Section 5.13, or Section 10.8the Holders to consent to modification thereof, 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 Phase-In-Recovery Bond affected Outstanding Security, provided, however, that thereby; (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 payment of interest, principal or premium, if any, due on any Phase-In-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 Phase-In-Recovery Bonds; (vi) decrease the Required Capital Level; (vii) permit the creation of any Lien ranking prior to or on a parity with the Lien of this Indenture with respect to changes in any part of the references to “Phase-In-Recovery Bond Collateral or, except as otherwise permitted or contemplated herein, terminate the Trustee” and concomitant changes in this Section, or the deletion of this proviso, in accordance with the requirements of Section 6.11(b) and 9.1(8). A supplemental indenture which changes or eliminates any covenant or other provision Lien of this Indenture which has expressly been included solely on any property at any time subject hereto or deprive the Holder of any Phase-In-Recovery Bond of the security provided by the Lien of this Indenture; or (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 seriesfunds. 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. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section 9.02, the Issuer shall mail to the Rating Agencies a copy of such supplemental indenture and to the Holders of the Phase-In-Recovery Bonds to which such supplemental indenture relates either a copy of such supplemental indenture or a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Issuer to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Holders. With 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 each series affected by such supplemental indenturethe Storm Recovery Bonds, by Act of such Holders delivered to the Company Issuer and the Indenture Trustee, the Company, when authorized by a Board Resolution, and the Trustee may enter into a supplemental 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 under this Indenture; provided, however, that no such supplemental indenture entered into pursuant to this Section 9.2 shall, without the consent of the Holder of each Outstanding Security affected by such supplemental indenture,Storm Recovery Bond: (1i) change the Stated Maturity date of the principal of, or payment of any installment of principal of or interest onpremium, any Securityif any, or reduce its principal amount or rate of interest or on any premium payable upon its redemptionStorm Recovery Bond, or reduce the principal amount of thereof, the principal of an Original Issue Discount Security interest rate thereon or any other Security that would be due and payable upon a declaration of acceleration of its Maturity pursuant to Section 5.2premium, or adversely affect any right of repayment at the option of the Holder of any Securityif any, or with respect thereto; (ii) change any Place of Payment where any Security or any premium or interest is payable, or impair the right to institute suit for the enforcement of any such payment on or after its Stated Maturity (or, in the case of redemption, on or after the Redemption Date), or modify the provisions of this Indenture with respect and the Series Supplement relating to the subordination application of collections on, or the proceeds of the Securities sale of, the Trust Estate to payment of principal of or premium, if any, or interest on the Storm Recovery Bonds, or change any place of payment where, or the coin or currency in a manner adverse to which, any Storm Recovery Bond or the Holders, orinterest thereon is payable; (2iii) reduce the percentage in principal amount of the Outstanding Securities Amount of any seriesthe Storm Recovery Bonds, 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 the certain provisions of or defaults under this Indenture or certain defaults hereunder and their consequences provided for in this Indenture, or; (3iv) reduce the percentage of the Outstanding Amount of the Storm Recovery Bonds required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Trust Estate pursuant to Section 5.04; (v) modify any of the provisions provision of this Section, Section 5.13, or Section 10.89.02, 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 Storm Recovery Bond affected Outstanding Security, provided, however, that thereby; (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 payment of interest, principal or premium, if any, due and payable on any Storm 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 or Final Maturity Date of Storm Recovery Bonds; (vii) decrease the Required Capital Amount; (viii) permit the creation of any Lien ranking prior to or on a parity with the Lien of this Indenture with respect to changes in any part of the references to “Trust Estate or, except as otherwise permitted or contemplated herein, terminate the Trustee” and concomitant changes in this Section, or the deletion of this proviso, in accordance with the requirements of Section 6.11(b) and 9.1(8). A supplemental indenture which changes or eliminates any covenant or other provision Lien of this Indenture which has expressly been included solely on any property at any time subject hereto or deprive the Holder of any Storm Recovery Bond of the security provided by the Lien of this Indenture; (ix) cause any material adverse U.S. 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 seriesfunds. 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. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section 9.02, the Issuer shall mail to the Rating Agencies a copy of such supplemental indenture and to the Holders to which such supplemental indenture relates either a copy of such supplemental indenture or a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Issuer to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

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 such said Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee may enter into a supplemental 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 entered into pursuant to this Section 9.2 shall, without the consent of the Holder of each Outstanding Security affected by such supplemental indenturethereby, (1) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce its the principal amount thereof or the rate of interest thereon or any premium payable upon its redemptionthe redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security or any other Security that which would be due and payable upon a declaration of acceleration of its the Maturity thereof pursuant to Section 5.2, or adversely affect any right of repayment at change the option of the Holder of any Securitycoin or currency in which, or change any Place of Payment where any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after its the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or modify the provisions of this Indenture with respect to the subordination of the such series of Securities in a manner adverse to the HoldersHolders of Securities of such series, or, in the case of Securities of any series that are convertible into Securities or other securities of the Company, adversely affect the right of Holders to convert any of the Securities of such series other than as provided in or pursuant to 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 the certain provisions of or defaults under 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 5.13, 5.13 or Section 10.8, 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 Outstanding Security, 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 SectionSection and Section 10.8, or the deletion of this proviso, in accordance with the requirements of Section 6.11(b) Sections 6.11 and 9.1(8), or (4) if applicable, make any change that adversely affects the right to convert any security as provided in Article 14 or pursuant to Section 3.1 (except as permitted by Section 9.1(9)) or decrease the conversion rate or increase the conversion price of any such security. 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 of such supplemental indenturethereof.

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 such said Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee may enter into a supplemental 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 entered into pursuant to this Section 9.2 shall, without the consent of the Holder of each Outstanding Security affected by such supplemental indenturethereby, (1) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce its the principal amount thereof or the rate of interest or the time of payment of interest thereon or any premium payable upon its redemptionthe redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security or any other Security that would be due and payable upon a declaration of acceleration of its the Maturity thereof pursuant to Section 5.2, or adversely affect any right of repayment at the option of the Holder of any Security5.02, or change any Place of Payment where 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 any such payment on or after its the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or modify the provisions of this Indenture with respect to the subordination of the Securities in a manner adverse to the Holders, 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 the certain provisions of or defaults under 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 5.13, or Section 10.85.13 or Section 10.06, 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 Outstanding Securitythereby, (4) change any obligation of the Company to pay additional amounts, providedor (5) adversely affect the right of repayment or repurchase at the option of the Holder, however, that this clause shall not be deemed to require the consent of or (6) reduce or postpone any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section, sinking fund or the deletion of this proviso, in accordance with the requirements of Section 6.11(b) and 9.1(8)similar provision. 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 of such supplemental indenturethereof.

Supplemental Indentures with Consent of Holders. With 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 Nuclear Asset-Recovery Bonds of each series affected by such supplemental indentureSeries or WAL to be affected, by Act of such Holders delivered to the Company Issuer and the Indenture Trustee, the Company, when authorized by a Board Resolution, and the Trustee may enter into a supplemental 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 Nuclear Asset-Recovery Bonds under this Indenture; provided, however, that no such supplemental indenture entered into pursuant to this Section 9.2 shall, without the consent of the Holder of each Outstanding Security Nuclear Asset-Recovery Bond of each Series or WAL affected by such supplemental indenture,thereby: (1i) change the Stated Maturity date of the principal of, or payment of any installment of principal of or interest onpremium, any Securityif any, or reduce its principal amount interest on any Nuclear Asset-Recovery Bond of such Series or rate of interest or any premium payable upon its redemptionWAL, or reduce the principal amount of thereof, the principal of an Original Issue Discount Security interest rate thereon or any other Security that would be due and payable upon a declaration of acceleration of its Maturity pursuant to Section 5.2premium, or adversely affect any right of repayment at the option of the Holder of any Securityif any, or with respect thereto; (ii) change any Place of Payment where any Security or any premium or interest is payable, or impair the right to institute suit for the enforcement of any such payment on or after its Stated Maturity (or, in the case of redemption, on or after the Redemption Date), or modify the provisions of this Indenture with respect and the related applicable Series Supplement relating to the subordination application of collections on, or the proceeds of the Securities sale of, the Collateral to payment of principal of or premium, if any, or interest on the Nuclear Asset-Recovery Bonds of such Series or WAL, or change any place of payment where, or the coin or currency in a manner adverse to which, any Nuclear Asset-Recovery Bond of such Series or WAL or the Holders, orinterest thereon is payable; (2iii) reduce the percentage in principal amount of the Outstanding Securities Amount of any seriesthe Nuclear Asset-Recovery Bonds or of a Series or WAL 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 the certain provisions of or defaults under this Indenture or certain defaults hereunder and their consequences provided for in this Indenture, or; (3iv) reduce the percentage of the Outstanding Amount of the Nuclear Asset-Recovery Bonds required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Series Collateral pursuant to Section 5.04; (v) modify any provision of this Section 9.02 or any provision of the provisions other Basic Documents similarly specifying the rights of this Section, Section 5.13, or Section 10.8the Holders to consent to modification thereof, 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 Nuclear Asset-Recovery Bond affected Outstanding Security, provided, however, that thereby; (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 payment of interest, principal or premium, if any, due on any Nuclear Asset-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 or Final Maturity Date of Nuclear Asset-Recovery Bonds; (vii) decrease the Required Capital Level with respect to changes in any Series; (viii) permit the references creation of any Lien ranking prior to “the Trustee” and concomitant changes in this Section, or the deletion of this proviso, in accordance on a parity with the requirements of Section 6.11(b) and 9.1(8). A supplemental indenture which changes or eliminates any covenant or other provision Lien 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 any part of the Collateral or, except as otherwise permitted or other provisioncontemplated herein, shall be deemed not to affect terminate the rights under Lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Nuclear Asset-Recovery Bond of the Holders security provided by the Lien of Securities this Indenture; (ix) cause any material adverse U.S. 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 enforcement of any other seriesthe provisions of this Indenture regarding payment or application of funds. 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. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section 9.02, the Issuer shall mail to the Rating Agencies a copy of such supplemental indenture and to the Holders of the Nuclear Asset-Recovery Bonds to which such supplemental indenture relates either a copy of such supplemental indenture or a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Issuer to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

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 such Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee (at the direction of the Company) may enter into a supplemental 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 entered into pursuant to this Section 9.2 shall, without . Without the consent of the Holder of each Outstanding Security directly affected thereby, a supplemental indenture under this Section 9.2 shall not (with respect to any Outstanding Security held by such supplemental indenture,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 its the principal amount thereof or the rate of interest thereon or any premium payable upon its redemptionthe redemption thereof, or reduce the amount of the principal of an Original Issue Acceleration Discount Security or any other Security that would be due and payable upon a declaration of acceleration of its the Maturity thereof pursuant to Section 5.2, or adversely affect any right of repayment at the option of the Holder of any Security, or change any Place of Payment where any where, or the currency in which, such Security or any premium or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after its the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or modify the provisions of this Indenture with respect to the subordination of the Securities in a manner adverse to the Holders, 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 the certain provisions of or defaults under this Indenture or certain defaults hereunder and their consequences consequences) provided for in this Indenture, or (3) modify any of the provisions of this SectionSection 9.2, Section 5.13, 5.13 or Section 10.810.6, 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 directly affected Outstanding Security, 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, or the deletion of this proviso, in accordance with the requirements of Section Sections 6.11(b) and 9.1(8). . (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. Such record date shall be the later of (i) 30 days prior to the first solicitation of such supplemental indentureconsent or (ii) the date of the most recent list of Holders furnished to the Trustee prior to such solicitation pursuant to Section 7.1.

Supplemental Indentures with Consent of Holders. With the consent of the Holders of not less than a majority in aggregate principal amount of the all Outstanding Securities of each series affected by such supplemental indentureindenture (voting as one class) (including any consents obtained in connection with a tender offer of the Securities), by Act of such Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee may enter into a supplemental 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 Indenture, or of modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, provided that no such supplemental indenture entered into pursuant to this Section 9.2 shallthe Company and the Trustee may not, without the consent of the Holder of each Outstanding Security affected by such supplemental indenturethereby, (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 its the principal amount thereof or premium, if any, on or the rate of interest or any premium payable upon its redemption, or reduce the amount of the principal of an Original Issue Discount Security or any other Security that would be due and payable upon a declaration of acceleration of its Maturity pursuant to Section 5.2, thereon or adversely affect any right of repayment at the option of the Holder of to convert or exchange any SecuritySecurity into any other security, or alter the method of computation of interest; (2) reduce the percentage in principal amount of Securities required for any such supplemental indenture or for any waiver provided for in this Indenture; (3) change any Place the Company’s obligation to maintain an office or agency for payment of Payment where any Security or any premium or interest is payable, or Securities and the other matters specified herein; (4) impair the right to institute suit for the enforcement of any such payment on or after its Stated Maturity (orof principal of, in the case of redemptionpremium, on or after the Redemption Date)if any, or interest on, any Security; (5) modify the provisions of this Indenture with respect to the subordination of the Securities any Security in a manner adverse to the Holders, Holder thereof; 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 the provisions of or defaults under this Indenture and their consequences provided for in this Indenture, or (36) modify any of the provisions of this Section, Indenture relating to the execution of supplemental indentures with the consent of Holders of Securities which are discussed in this Section 5.13, or Section 10.8modify any provisions relating to the waiver by Holders of Securities of past defaults and covenants, except to increase any such required 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 Outstanding Security, 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, or the deletion of this proviso, in accordance with the requirements of Section 6.11(b) and 9.1(8)thereby. 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 of such supplemental indenturethereof.

Supplemental Indentures with Consent of Holders. With the written consent of the Holders 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 such Holders said holders delivered to the Company and the Trustee, the Company, relevant Obligors when authorized by a Board Resolution, and the Trustee may enter into a supplemental 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 holders under this Indenture of such series under this IndentureDebt Securities; provided, however, that no such supplemental indenture entered into pursuant to this Section 9.2 shall, without the consent of the Holder holder of each Outstanding Debt Security of each such series affected by such supplemental indenturethereby, (1a) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Debt Security, or reduce its the principal amount thereof or the rate (or extend the time for payment) of interest thereon or any premium payable upon its redemptionredemption thereof, or reduce the amount of the principal of an Original Issue a Discount Security or any other Security that would be due and payable upon a declaration of acceleration of its the Maturity thereof pursuant to Section 5.2, or adversely affect any right of repayment at the option of the Holder of any Security, or change any Place of Payment where any Security or any premium or interest is payable, or impair the right to institute suit for the enforcement of any such payment on or after its the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or modify the alter any redemption provisions of this Indenture with respect to the subordination of the Securities in a manner adverse to the Holders, holders of such series of Debt Securities or adversely affect the right to convert any Debt Security into shares of Common Stock or other securities or property of the Company as may be provided pursuant to Section 3.1; or (2b) reduce the percentage in principal amount of the Outstanding Debt Securities of any series, the consent of whose Holders holders is required for any such supplemental indenture, or the consent of whose Holders holders is required for any waiver of compliance with the certain provisions of or defaults under this Indenture or certain defaults hereunder and their consequences provided for in this Indenture, ; or (3c) modify any of the provisions of this Section, Section 5.13, or Section 10.812.6, 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 holder of each Outstanding Debt Security of each series affected Outstanding Security, thereby; provided, however, that this clause shall not be deemed to require the consent of any Holder holder with respect to changes in the references to “"the Trustee” " and concomitant changes in this Section, or the deletion of this proviso, in accordance with the requirements of Section 6.11(b) Sections 6.11 and 9.1(811.1(9). 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 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 of such supplemental indenturethereof.

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 such Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee may enter into a supplemental indenture or indentures 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 entered into pursuant to this Section 9.2 shall, without the consent of the Holder of each Outstanding Security affected by such supplemental indenture, (1) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce its principal amount or rate of interest or any premium payable upon its redemption, or reduce the amount of the principal of an Original Issue Discount Security or any other Security that would be due and payable upon a declaration of acceleration of its Maturity pursuant to Section 5.2, or adversely affect any right of repayment at the option of the Holder of any Security, or change any Place of Payment where any Security or any premium or interest is payable, or impair the right to institute suit for the enforcement of any such payment on or after its Stated Maturity (or, in the case of redemption, on or after the Redemption Date), or modify the provisions of this Indenture with respect to the subordination of the Securities in a manner adverse to the Holders, 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 the provisions of or defaults under this Indenture and their consequences provided for in this Indenture, ; or (3) modify any of the provisions of this Section, Section 5.13, or Section 10.8, 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 affected Outstanding Security, ; 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, or the deletion of this proviso, in accordance with the requirements of Section 6.11(b6.11(2) and 9.1(89.1(10). 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 of such supplemental indenture.

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 such said Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee may enter into a supplemental 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, 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 entered into pursuant to this Section 9.2 Indenture shall, without the consent of the Holder of each Outstanding Security affected by such supplemental indenturethereby, (1a) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce its the principal amount thereof or the rate of interest thereon or any Additional Amounts payable in respect thereof, or any premium payable upon its redemptionthe redemption thereof, or change the obligation of the Company to pay Additional Amounts pursuant to Section 10.4 (except as contemplated by Section 8.1 and permitted by Section 9.1(a)), or reduce the amount of the principal of an Original Issue Discount Security or any other Security that would be due and payable upon a declaration of acceleration of its Maturity the maturity thereof pursuant to Section 5.2, or adversely affect any right of repayment at the option of the Holder of any Security, or change any Place of Payment where 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 any such payment on or after its the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or modify the provisions of this Indenture with respect to the subordination of the Securities in a manner adverse to the Holders, 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 the certain provisions of or defaults under this Indenture or certain defaults hereunder and their consequences consequences) provided for in this Indenture, or (3c) modify any of the provisions of this Section, or Section 5.13, or Section 10.810.7, 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 Outstanding Securitythereby, providedor (d) adversely affect the right to repayment, howeverif any, that this clause shall not be deemed to require the consent of Securities of any Holder with respect to changes in series at the references to “option of the Trustee” and concomitant changes in this Section, or the deletion of this proviso, in accordance with the requirements of Section 6.11(b) and 9.1(8)Holders 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 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 of such supplemental indenturethereof.

Supplemental Indentures with Consent of Holders. With The Issuer and the Indenture Trustee, when authorized by an Issuer Order and satisfaction of the KPSC Condition (as described in Section 9.03), 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 each series affected by such supplemental indenturethe Bonds to be adversely affected, by Act of such Holders delivered to the Company Issuer and the Indenture Trustee, the Company, when authorized by a Board Resolution, and the Trustee may enter into a supplemental 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 Bonds under this Indenture; provided, however, that no such supplemental indenture entered into pursuant to this Section 9.2 shall, without the consent of the Holder of each Outstanding Security affected by such supplemental indenture,Bond: (1i) change the Stated Maturity date of the principal of, or payment of any installment of principal of or interest onpremium, any Securityif any, or reduce its principal amount or rate of interest or on any premium payable upon its redemptionBond, or reduce the principal amount of thereof, the principal of an Original Issue Discount Security interest rate thereon or any other Security that would be due and payable upon a declaration of acceleration of its Maturity pursuant to Section 5.2premium, or adversely affect any right of repayment at the option of the Holder of any Securityif any, or with respect thereto, change any Place of Payment where any Security or any premium or interest is payable, or impair the right to institute suit for the enforcement of any such payment on or after its Stated Maturity (or, in the case of redemption, on or after the Redemption Date), or modify the provisions of this Indenture with respect and the Series Supplement relating to the subordination application of collections on, or the proceeds of the Securities sale of, the Collateral to payment of principal of or premium, if any, or interest on the Bonds, or change any place of payment where, or the coin or currency in a manner adverse to which, any Bond or the Holders, orinterest thereon is payable; (2ii) reduce the percentage in principal amount of the Outstanding Securities Amount of any seriesthe Bonds, 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 the certain provisions of or defaults under this Indenture or certain defaults hereunder and their consequences provided for in this Indenture, or; (3iii) reduce the percentage of the Outstanding Amount of the Bonds required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Collateral pursuant to Section 5.04; (iv) modify any of the provisions provision of this Section, Section 5.13, or Section 10.8, 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 Bond affected Outstanding Security, provided, however, that thereby; (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 payment of interest, principal or premium, if any, due on any 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 the Bonds; (vi) decrease the Required Capital Level; (vii) permit the creation of any Lien ranking prior to or on a parity with the Lien of this Indenture with respect to changes in any part of the references to “Collateral or, except as otherwise permitted or contemplated herein, terminate the Trustee” and concomitant changes in this Section, or the deletion of this proviso, in accordance with the requirements of Section 6.11(b) and 9.1(8). A supplemental indenture which changes or eliminates any covenant or other provision Lien of this Indenture which has expressly been included solely on any property at any time subject hereto or deprive the Holder of any Bond of the security provided by the Lien of this Indenture; (viii) cause any material adverse U.S. federal income tax consequence to the Seller, the Issuer, 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 relating to payment or application of the Holders of Securities of any other seriesfunds. 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. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section 9.02, the Issuer shall mail to the Rating Agencies a copy of such supplemental indenture and to the Holders of the Bonds to which such supplemental indenture relates either a copy of such supplemental indenture or a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Issuer to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental 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, by Act of such said Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee may enter into a supplemental 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 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 entered into pursuant to this Section 9.2 shall, without the consent of the Holder of each Outstanding Security affected by such supplemental indenturethereby, (1a) change the Stated Maturity of the principal of, or any installment of principal of or interest interest, if any, on, any Security, or reduce its the principal amount thereof or the rate of interest thereon or any premium payable upon its redemptionthe redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security or any other Security that which would be due and payable upon a declaration of acceleration of its the Maturity thereof pursuant to Section 5.2, or adversely affect any right of repayment at the option of the Holder of any Security5.02, or change any Place the Company’s obligation to maintain an office or agency for payment of Payment where Securities and the other matters specified herein, or the coin or currency in which any Security or any premium or interest is payable, or impair the right to institute suit for the enforcement of any such payment on or after its the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or modify alter the provisions method of this Indenture with respect to the subordination computation of the Securities in a manner adverse to the Holders, orinterest, (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 the certain provisions of or defaults under this Indenture or certain defaults hereunder and their consequences consequences) provided for in this Indenture, or (3c) modify any of the provisions of this Section, Indenture relating to the execution of supplemental indentures with the consent of Holders of Securities which are discussed in this Section 5.13, or Section 10.8modify any provisions relating to the waiver by holders of Securities of past defaults and covenants, 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 Outstanding Security, 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 SectionSection and Section 10.06, or the deletion of this proviso, in accordance with the requirements of Section 6.11(b) Sections 6.11 and 9.1(8). 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 of such supplemental indenture9.

Supplemental Indentures with Consent of Holders. With 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 Securitization Bonds of each series affected by such supplemental indenturetranche to be affected, by Act of such Holders delivered to the Company Issuer and the Indenture Trustee, and, with respect to amendments that would increase Ongoing Financing Costs, with the Companyconsent or deemed consent of the Indiana Commission (other than with respect to the Series Supplement), when authorized by a Board Resolution, and the Trustee may enter into a supplemental 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 under this Indenture; provided, however, that no such supplemental indenture entered into pursuant to this Section 9.2 shall, without the consent of the Holder of each Outstanding Security Securitization Bond of each tranche affected by such supplemental indenture,thereby: (1i) change the Stated Maturity date of the principal of, or payment of any installment of principal of or interest onpremium, any Securityif any, or reduce its principal amount or rate interest on any Securitization Bond of interest or any premium payable upon its redemptionsuch tranche, or reduce the principal amount of thereof, the principal of an Original Issue Discount Security interest rate thereon or any other Security that would be due and payable upon a declaration of acceleration of its Maturity pursuant to Section 5.2the premium, or adversely affect any right of repayment at the option of the Holder of any Securityif any, or with respect thereto; (ii) change any Place of Payment where any Security or any premium or interest is payable, or impair the right to institute suit for the enforcement of any such payment on or after its Stated Maturity (or, in the case of redemption, on or after the Redemption Date), or modify the provisions of this Indenture with respect and the Series Supplement relating to the subordination application of collections on, or the proceeds of the Securities sale of, the Trust Estate to payment of principal of or premium, if any, or interest on the Securitization Bonds of such tranche, or change any place of payment where, or the coin or currency in a manner adverse to which, any Securitization Bond of such tranche or the Holders, orinterest thereon is payable; (2iii) reduce the percentage in principal amount of the Outstanding Securities Amount of any seriesthe Securitization 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 the certain provisions of or defaults under this Indenture or certain defaults hereunder and their consequences provided for in this Indenture, or; (3iv) reduce the percentage of the Outstanding Amount of the Securitization Bonds required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Trust Estate pursuant to Section 5.04; (v) modify any provision of this Section 9.02 or any provision of the provisions other Basic Documents similarly specifying the rights of this Section, Section 5.13, or Section 10.8the Holders to consent to modification thereof, 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 Securitization Bond affected Outstanding Security, provided, however, that thereby; (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 payment of interest, principal or premium, if any, due and payable on any Securitization Bond on any Payment Date (including the calculation of any of the individual components of such calculation) or change the Expected Sinking Fund Schedule or Final Maturity Date of the Securitization Bonds; (vii) decrease the Required Capital Amount; (viii) permit the creation of any Lien ranking prior to or on a parity with the Lien of this Indenture with respect to changes in any part of the references to “Trust Estate or, except as otherwise permitted or contemplated herein, terminate the Trustee” and concomitant changes in this Section, or the deletion of this proviso, in accordance with the requirements of Section 6.11(b) and 9.1(8). A supplemental indenture which changes or eliminates any covenant or other provision Lien of this Indenture which has expressly been included solely on any property at any time subject hereto or deprive the Holder of any Securitization Bond of the security provided by the Lien of this Indenture; (ix) cause any material adverse U.S. 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 seriesfunds. 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. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section 9.02, the Issuer shall mail to the Rating Agencies a copy of such supplemental indenture and to the Holders to which such supplemental indenture relates either a copy of such supplemental indenture or a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Issuer to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

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 such Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee may enter into a supplemental indenture or indentures 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 entered into pursuant to this Section 9.2 shall, without the consent of the Holder of each Outstanding Security affected by such supplemental indenture, (1) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce its principal amount or rate of interest or any premium payable upon its redemption, or reduce the amount of the principal of an Original Issue Discount Security or any other Security that would be due and payable upon a declaration of acceleration of its Maturity pursuant to Section 5.2, or adversely affect any right of repayment at the option of the Holder of any Security, or change any Place of Payment where any Security or any premium or interest is payable, or impair the right to institute suit for the enforcement of any such payment on or after its Stated Maturity (or, in the case of redemption, on or after the Redemption Date), or modify the provisions of this Indenture with respect to the subordination of the Securities in a manner adverse to the Holders, 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 the provisions of or defaults under this Indenture and their consequences provided for in this Indenture, or (3) modify any of the provisions of this Section, Section 5.13, or Section 10.8, 5.13 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 affected Outstanding Security, provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to lo changes in .in the references to “the Trustee” and concomitant changes in this Section, or the deletion of this proviso, in accordance with the requirements of Section Sections 6.11(b) and 9.1(8). 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 of such supplemental indenture.

Supplemental Indentures with Consent of Holders. With the consent of the Holders of not less than a majority in principal amount of the Securities at the time Outstanding Securities of each all series affected by such supplemental indentureindenture (voting as one class), by Act of such said Holders delivered to the Company Issuers and the Trustee, the CompanyIssuers, when authorized by a Board ResolutionResolutions, and the Trustee may enter into a supplemental 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 so affected under this Indenture; provided, however, that no such supplemental indenture entered into pursuant to this Section 9.2 shall, without the consent of the Holder of each Outstanding Security affected by such supplemental indenturethereby, (1) change the Stated Maturity Date of the principal of, or any installment of principal of or interest on, any Security, or reduce its the principal amount thereof or the rate of interest or the time of payment of interest thereon or any premium payable upon its redemptionthe redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security or any other Security that would be due and payable upon a declaration of acceleration of its the Maturity thereof pursuant to Section 5.2, or adversely affect any right of repayment at the option of the Holder of any Security5.02, or change any Place of Payment where 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 any such payment on or after its the Stated Maturity Date thereof (or, in the case of redemption, on or after the Redemption Date), or modify the provisions of this Indenture with respect to the subordination of the Securities in a manner adverse to the Holders, 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 the certain provisions of or defaults under 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 or Section 5.13, or Section 10.8, 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 Outstanding Securitythereby, 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, or the deletion of this proviso, in accordance with the requirements of Section 6.11(bSections 6.11 and 9.01(8), (4) and 9.1(8)change any obligation of the Issuers to maintain an office or agency, or (5) change any obligation of the Issuers to pay additional amounts, or (6) adversely affect the right of repayment or repurchase at the option of the Holder, or (7) reduce or postpone any sinking fund or similar provision. 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 of such supplemental indenturethereof.

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 such Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee may enter into a supplemental indenture or indentures 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 entered into pursuant to this Section 9.2 shall, without the consent of the Holder of each Outstanding Security affected by such supplemental indenture, (1) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce its principal amount or rate of interest or any premium payable upon its redemption, or reduce the amount of the principal of an Original Issue Discount Security or any other Security that would be due and payable upon a declaration of acceleration of its Maturity pursuant to Section 5.2, or adversely affect any right of repayment at the option of the Holder of any Security, or change any Place of Payment where any Security or any premium or interest is payable, or impair the right to institute suit for the enforcement of any such payment on or after its Stated Maturity (or, in the case of redemption, on or after the Redemption Date), or modify the provisions of this Indenture Indenture, if any, with respect to the subordination of the Securities of any series to which such provisions apply in a manner adverse to the HoldersHolders of the Securities of such series, 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 the provisions of or defaults under this Indenture and their consequences provided for in this Indenture, or (3) modify any of the provisions of this Section, Section 5.13, or Section 10.8, 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 affected Outstanding Security, 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, or the deletion of this proviso, in accordance with the requirements of Section 6.11(b) and 9.1(8). 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 of such supplemental indenture.

Supplemental Indentures with Consent of Holders. With The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with the consent of the LPSC if such consent is required pursuant to Section 9.03, 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 each series affected by such supplemental indenturethe Investment Recovery Bonds, by Act of such Holders delivered to the Company Issuer and the Indenture Trustee, the Company, when authorized by a Board Resolution, and the Trustee may enter into a supplemental 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 Investment Recovery Bonds under this Indenture; provided, however, that no such supplemental indenture entered into pursuant to this Section 9.2 shall, without the consent of the Holder Holders of each Outstanding Security Investment Recovery Bond affected by such supplemental indenture,thereby: (1i) change the Stated Maturity date of the principal of, or payment of any installment of principal of or interest onpremium, any Securityif any, or reduce its principal amount or rate of interest or any premium payable upon its redemptionon the Investment Recovery Bonds, or reduce the principal amount 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 proceeds of the sale of, the Investment Recovery Bond Collateral to payment of principal of an Original Issue Discount Security or any other Security that would be due and payable upon a declaration of acceleration of its Maturity pursuant to Section 5.2premium, if any, or adversely affect any right of repayment at interest on the option of the Holder of any SecurityInvestment Recovery Bonds, or change any Place place of Payment where payment where, or the coin or currency in which, any Security Investment Recovery Bond or any premium or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after its Stated Maturity (or, in the case of redemption, on or after the Redemption Date), or modify the provisions of this Indenture with respect requiring the application of funds available therefor, as provided in Article V, to the subordination payment of any such amount due on the Securities in a manner adverse to Investment Recovery Bonds on or after the Holders, orrespective due dates thereof; (2ii) reduce the percentage in principal amount of the Outstanding Securities Amount of any seriesthe Investment Recovery Bonds, 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 the certain provisions of or defaults under this Indenture or certain defaults hereunder and their consequences provided for in this Indenture, or; (3iii) reduce the percentage of the Outstanding Amount of the Investment Recovery Bonds or any Tranche thereof required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Investment Recovery Bond Collateral pursuant to Section 5.04; (iv) modify any of the provisions provision of this Section, Section 5.13, or Section 10.8, 9.02 except to increase any such percentage specified herein or to provide that certain other those provisions of this Indenture referenced in this Section 9.02 cannot be modified or waived without the consent of the Holder of each Outstanding Investment Recovery Bond affected Outstanding Security, provided, however, that thereby; (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 payment of interest, principal or premium, if any, due on any Investment Recovery Bond on any Payment Date (including the calculation of any of the individual components of such calculation) or change the Expected Amortization Schedules or Final Maturity Dates of any Tranche of the Investment Recovery Bonds; (vi) decrease the Required Capital Level; (vii) permit the creation of any Lien ranking prior to or on a parity with the Lien of this Indenture with respect to changes in any part of the references to “Investment Recovery Bond Collateral or, except as otherwise permitted or contemplated herein, terminate the Trustee” and concomitant changes in this Section, or the deletion of this proviso, in accordance with the requirements of Section 6.11(b) and 9.1(8). A supplemental indenture which changes or eliminates any covenant or other provision Lien of this Indenture which has expressly been included solely on any property at any time subject hereto or deprive the Holder of any Investment 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 of the Holders of Securities of any other seriesregarding payment. 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. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section 9.02, the Issuer shall mail to the Rating Agencies and the Holders of the Investment Recovery Bonds to which such supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Issuer to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental 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 indentureindenture (including consents obtained in connection with a tender offer or exchange for Securities), by Act of such said Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, Company and the Trustee may enter into a supplemental 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 entered into pursuant to this Section 9.2 shall, without the consent of the Holder of each Outstanding Security of such series affected by such supplemental indenture,thereby: (1) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or ; (2) reduce its the principal amount or rate of interest or any premium payable upon its redemption, Security or reduce the amount of the principal of an Original Issue Discount Security or any other Security that which would be due and payable upon a declaration of acceleration of its the Maturity thereof pursuant to Section 5.2502, or adversely affect any right reduce the rate of repayment at the option of the Holder of interest on any Security; (3) reduce any premium payable upon the redemption of or change the date on which any Security may or must be redeemed (it being understood that a change to any notice requirement with respect to such date shall not be deemed to be a change of such date); (4) change the coin or currency in which the principal of or premium, if any, or change any Place of Payment where interest on any Security or any premium or interest is payable, or ; (5) impair the right of any Holder to institute suit for the enforcement of any such payment on or after its the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or modify the provisions of this Indenture with respect to the subordination of the Securities in a manner adverse to the Holders, or; (26) 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 the certain provisions of or defaults under this Indenture or certain defaults hereunder and their consequences consequences) provided for in this Indenture, or; (37) modify any of the provisions of this SectionSection 902, Section 5.13, 512 or Section 10.81005, 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 Outstanding Security, 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 SectionSection 902 and Section 1005, or the deletion of this proviso, in accordance with the requirements of Section 6.11(b611 and Section 901(6); or (8) if the Securities of any series are convertible into or for any other securities or property of the Company, make any change that adversely affects in any material respect the right to convert any Security of such series (except as permitted by Section 901) and 9.1(8)or decrease the conversion rate or increase the conversion price of any such Security of such series, unless such decrease or increase is permitted by the terms of such Security. 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 becomes effective, the Company shall send to the Trustee a notice briefly describing such supplemental indenture or a copy of such supplemental indenture and the Trustee shall send such notice or supplemental indenture to Holders affected thereby. Any failure of the Company to send such notice, or any defect therein, or any failure of the Company to send such supplemental indenture, shall not in any way impair or affect the validity of any such supplemental 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 all Outstanding Securities of each series affected by such supplemental indenture, by Act of such said Holders delivered to the Company and the Trustee, the Company, when authorized by or pursuant to a Board Resolution, and the Trustee may enter into a supplemental 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 of Securities and any related coupons under this Indenture; provided, however, that no such supplemental indenture entered into pursuant to this Section 9.2 shall, without the consent of the Holder of each Outstanding Security affected by such supplemental indenture,thereby: (1) change the Stated Maturity of the principal ofof (or premium, if any) or any installment of principal of or interest on, any Security, subject to the provisions of Section 3.08; or the terms of any sinking fund with respect to any Security; or reduce its the principal amount thereof or the rate of interest (or change the manner of calculating the rate of interest, thereon, or any premium payable upon its redemptionthe redemption thereof, or change any obligation of the Company to pay Additional Amounts pursuant to Section 10.04 (except as contemplated by Section 8.01(1) and permitted by Section 9.01(1)), or reduce the amount portion of the principal of an Original Issue Discount Security or any other Indexed Security that would be due and payable upon a declaration of acceleration of its the Maturity thereof pursuant to Section 5.25.02, or upon the redemption thereof 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 where, or the Currency in which, any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after its 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 the Repayment Date, as the case may be), or modify the provisions of this Indenture with respect adversely affect any right to the subordination of the Securities in a manner adverse convert or exchange any Security as may be provided pursuant to the HoldersSection 3.01 herein, 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 the certain provisions of or defaults under this Indenture or certain defaults hereunder and their consequences consequences) provided for in this Indenture, or reduce the requirements of Section 15.04 for quorum or voting, or (3) modify any of the provisions of this Section, Section 5.13, 5.13 or Section 10.810.07, 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 Outstanding Security, thereby; provided, however, that this clause shall not be deemed to require the consent of any Holder of a Security or coupon with respect to changes in the references to “the Trustee” and concomitant changes in this Section, or the deletion of this proviso, in accordance with the requirements of Section 6.11(bSections 6.10(b) and 9.1(89.01(8). 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. 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 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 of indenture supplemental hereto. If a record date is fixed, the Holders under this Section 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 have become effective by virtue of the requisite percentage having been obtained prior to the date which is 90 days after such record date, any such consent previously given shall automatically and without further action by any Holder be sufficient if such Act shall approve the substance cancelled and of such supplemental indentureno 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 indentureSecurities, by Act of such said Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee may enter into a supplemental 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 entered into pursuant to this Section 9.2 shall, without the consent of the Holder of each Outstanding outstanding Security affected by such supplemental indenturethereby, (1) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce its the principal amount thereof or the rate of interest thereon or any premium payable upon its redemption, or reduce the amount of the principal of an Original Issue Discount Security or any other Security that would be due and payable upon a declaration of acceleration of its Maturity pursuant to Section 5.2, or adversely affect any right of repayment at the option of the Holder of any Securityredemption thereof, or change any Place the place of Payment where 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 any such payment on or after its the Stated Maturity thereof (or, in the case of redemptionredemption or repurchase, on or after the Redemption Date or the Repurchase Date)) or adversely affect the right to require the Company to repurchase any Security, or modify the provisions of this Indenture with respect to the subordination of the Securities in a manner adverse to the Holders, or (2) reduce the percentage in 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 the certain provisions of or defaults under 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 5.13, 5.13 or Section 10.8, 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 Outstanding Security, 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, or the deletion of this proviso, in accordance with the requirements of Section 6.11(b) and 9.1(8). 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 seriesthereby. 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 of such supplemental indenturethereof.

Supplemental Indentures with Consent of Holders. Section 9.02 of the Base Indenture shall not apply with respect to the Securities, and this Section 8.02 shall replace Section 9.02 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 such said Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee may enter into a supplemental 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 entered into pursuant to this Section 9.2 shall, without the consent of the Holder of each Outstanding Security affected by such supplemental indenture,thereby: (1a) reduce the percentage in aggregate principal amount of Securities Outstanding necessary to waive any past Default or Event of Default; (b) reduce the rate of interest on any Security or change the time for payment of interest on any Security; (c) reduce the principal of any Security or change the Maturity Date; (d) change the Stated Maturity place or currency of payment on any Security; (e) make any change that impairs or adversely affects the conversion rights of any Securities; (f) reduce the Fundamental Change Purchase Price of any Security or amend or modify in any manner adverse to the rights of the Holders of the Securities the Company’s obligation to pay the Fundamental Change Purchase Price, whether through an amendment or waiver of provisions in the covenants, definitions related thereto or otherwise; (g) impair the right of any Holder of Securities to receive payment of principal of, or any installment of principal of or interest and interest, if any, on, any Securityits Securities, or reduce its principal amount or rate of interest or any premium payable the right to receive the consideration due upon its redemption, or reduce the amount of the principal of an Original Issue Discount Security or any other Security that would be due and payable upon a declaration of acceleration conversion of its Maturity pursuant to Section 5.2, Securities on or adversely affect any right of repayment at after the option of the Holder of any Security, due dates therefore or change any Place of Payment where any Security or any premium or interest is payable, or impair the right to institute suit for the enforcement of any such payment on or after its Stated Maturity (ordelivery, in as the case of redemptionmay be, on or after the Redemption Date), or with respect to such Holder’s Securities; (h) modify the ranking provisions of this Indenture with respect to the subordination of the Securities in a manner that is adverse to the Holders, 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 the provisions of or defaults under this Indenture and their consequences provided for in this Indenture, or (3) modify any of the provisions of this Section, Section 5.13, or Section 10.8, 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 affected Outstanding Security, 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, or the deletion of this proviso, in accordance with the requirements of Section 6.11(b) and 9.1(8). 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 the Securities; or (i) make any change to the provisions of this Article 8 that requires each Holder’s consent or in the waiver provisions in Section 6.05 of this Supplemental Indenture if such series with respect change is adverse to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of Holders 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. 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 hereto. If a record date is fixed, the Holders on such record date, or their duly designated proxies, and only such Persons, shall be entitled to consent to such supplemental indenture, 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 the date which is 90 days after such record date, any such consent previously given shall automatically and without further action by any Holder be cancelled and of no further effect. For the avoidance of doubt, the provisions of Article IX of the Base Indenture other than Sections 9.01 and 9.02 shall remain in effect and continue to apply with respect to the Securities.

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 such said Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee may enter into a supplemental 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 the Securities of such series and any related coupons under this Indenture; provided, however, that no such supplemental indenture entered into pursuant to this Section 9.2 shall, without the consent of the Holder of each Outstanding Security affected by such supplemental indenture,thereby: (1) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any such Security, or reduce its the principal amount thereof or the rate of interest thereon or any premium payable upon its redemptionthereon, or reduce the amount of the principal of an Original Issue any such Discount Security or any other Security that would be due and payable upon a declaration of acceleration of its Maturity maturity thereof pursuant to Section 5.2, or adversely affect any right of repayment at the option of the Holder of any Security502, or change any the Place of Payment where where, or coin or currency in which, any Security principal of, or any premium or installment of interest on, any such Security is payable, or impair the right to institute suit for the enforcement of any such payment on or after its the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date)Date or, in the case of Securities which are subject to repurchase or modify redemption by the provisions Company at the option of this Indenture with respect to the subordination of the Securities in a manner adverse to the Holders, oron or after the date fixed for such repurchase or redemption); (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 the certain provisions of or defaults under this Indenture or certain defaults hereunder and their consequences consequences) with respect to the Securities of such series provided for in this Indenture, ; or (3) make any change in the terms of the subordination of the Securities in a manner adverse to the Holders of any series of outstanding Securities; or (4) modify any of the provisions of this Section, Section 5.13, 513 or Section 10.81010, 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 Outstanding Security, 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, or the deletion of this proviso, in accordance with the requirements of Section 6.11(b) and 9.1(8)thereby. 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 of such supplemental indenturethereof.

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 such Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee may enter into a supplemental indenture or indentures 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 entered into pursuant to this Section 9.2 shall, without the consent of the Holder of each Outstanding Security affected by such supplemental indenture, (1) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce its principal amount or rate of interest or any premium payable upon its redemption, or reduce the amount of the principal of an Original Issue Discount Security or any other Security that would be due and payable upon a declaration of acceleration of its Maturity pursuant to Section 5.2, or adversely affect any right of repayment at the option of the Holder of any Security, or change any Place of Payment where any Security or any premium or interest is payable, or impair the right to institute suit for the enforcement of any such payment on or after its Stated Maturity (or, in the case of redemption, on or after the Redemption Date), or modify the provisions of this Indenture with respect to the subordination of the Securities in a manner adverse to the Holders, 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 the provisions of or defaults under this Indenture and their consequences provided for in this Indenture, or (3) modify any of the provisions of this Section, Section or Section 5.13, or Section 10.8, 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 affected Outstanding Security, 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, or the deletion of this proviso, in accordance with the requirements of Section 6.11(b) and 9.1(8). 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 of such supplemental 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 all Outstanding Securities of each series affected by such supplemental indentureindenture (voting as one class), by Act of such Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee may enter into a supplemental 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 Indenture, or of modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, provided that no such supplemental indenture entered into pursuant to this Section 9.2 shallthe Company and the Trustee may not, without the consent of the Holder of each Outstanding Security affected by such supplemental indenture, 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 its the principal amount thereof or premium, if any, on or the rate of interest or any premium payable upon its redemption, or reduce the amount of the principal of an Original Issue Discount Security or any other Security that would be due and payable upon a declaration of acceleration of its Maturity pursuant to Section 5.2thereon, or adversely affect any right of repayment at the option of the Holder of to convert or exchange any SecuritySecurity into any other security, or change any Place alter the method of Payment where computation of interest, or make any Security payable in money other than that stated in such Security; (2) reduce the percentage in principal amount of Securities required for any such supplemental indenture or for any premium waiver provided for in this Indenture; (3) change the Company’s obligation to maintain an office or interest is payable, or agency for payment of Securities and the other matters specified herein; (4) impair the right to institute suit for the enforcement of any such payment on or after its Stated Maturity (orof principal of, in the case of redemptionpremium, on or after the Redemption Date)if any, or interest on, any Security; (5) modify the provisions of this Indenture with respect to the subordination of the Securities any Security in a manner adverse to the Holders, or Holder thereof; 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 the provisions of or defaults under this Indenture and their consequences provided for in this Indenture, or (36) modify any of the provisions of this Section, Indenture relating to the execution of supplemental indentures with the consent of Holders of Securities which are discussed in this Section 5.13, or Section 10.8modify any provisions relating to the waiver by Holders of Securities of past defaults and covenants, except to increase any such required 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 Outstanding Security, 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, or the deletion of this proviso, in accordance with the requirements of Section 6.11(b) and 9.1(8)thereby. 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 of such supplemental indenturethereof.

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 such said Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, Company and the Trustee may from time to time and at any time enter into a supplemental 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 of modifying in any manner the rights of the Holders of the Securities of such series under this Indenture; provided, however, that no such supplemental indenture entered into pursuant to this Section 9.2 indenture, amendment, modification or supplement shall, without the consent of the Holder of each Outstanding Security affected by such supplemental indenture,Security: (1a) change the Stated Scheduled Maturity Date or the stated payment date of the principal of, or any installment payment of principal of premium or interest on, payable on any Security, or reduce its the principal amount thereof, or rate any amount of interest or any premium payable upon its redemptionthereon, or reduce or (b) change the method of computing the amount of the principal of an Original Issue Discount any Security or any other Security that would be due and interest payable upon a declaration of acceleration of its Maturity pursuant to Section 5.2, or adversely affect thereon on any right of repayment at the option of the Holder of any Securitydate, or change any Place of Payment where where, or the coin or currency in which any Security or any payment of premium or interest thereon is payable, or or (c) impair the right to institute suit for the enforcement of any such payment on described in clauses (a) or after its Stated Maturity (or, in the case of redemption, b) on or after the Redemption Date), or modify the provisions of this Indenture with respect to the subordination of the Securities in a manner adverse to the Holders, same shall become due and payable at Maturity; or (2d) reduce the percentage in 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 the certain provisions of or defaults under this Indenture or certain defaults hereunder and their consequences consequences, provided for in this Indenture, ; or (3e) modify any of the provisions of this Section, Section 5.13, or Section 10.84.13, 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 affected Outstanding Security, ; 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, or the deletion of this proviso, in accordance with the requirements of Section 6.11(bSections 5.11 and 7.01(g); or (f) and 9.1(8). A supplemental indenture which changes or eliminates any covenant or other provision modify the 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 the ranking of the Securities in a manner adverse to the Holders; (g) amend or other provisionmodify the provisions of Article 13 in a manner adverse to the Holders after the Holders’ right to require the Company to repurchase the Securities upon a Change in Control arises, shall be deemed not to except in accordance with the terms of this Indenture; or (h) except as permitted by Section 9.11, adversely affect the rights under this Indenture of the Holders of Securities of right to convert any other seriesSecurity as provided in Article 9. It shall not be necessary for any Act of Holders under this Section 7.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance of such supplemental indenturethereof.

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 indenturea series, by Act of such Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee may enter into a supplemental indenture or indentures 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 entered into pursuant to this Section 9.2 shall, without the consent of the Holder of each Outstanding Security affected by such supplemental indenture, (1) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce its principal amount or rate of interest or any premium payable upon its redemption, or reduce the amount of the principal of an Original Issue Discount Security or any other Security that would be due and payable upon a declaration of acceleration of its Maturity pursuant to Section 5.2, or adversely affect any right of repayment at the option of the Holder of any Security, or change any Place of Payment where any Security or any premium or interest is payable, or impair the right to institute suit for the enforcement of any such payment on or after its Stated Maturity (or, in the case of redemptionredemption or mandatory repurchase, on or after the Redemption DateDate or mandatory repurchase date, as applicable), or modify the provisions of this Indenture with respect to the subordination of the Securities in a manner adverse to the Holders, 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 the provisions of or defaults under this Indenture and their consequences provided for in this Indenture, or (3) modify any of the provisions of this Section, Section or Section 5.13, or Section 10.8, 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 affected Outstanding Security, 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, or the deletion of this proviso, in accordance with the requirements of Section 6.11(b) and 9.1(8). 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 of such supplemental indenture.

Supplemental Indentures with Consent of Holders. With the consent of the Holders of not less than a majority 50% in principal amount of the Outstanding Securities (including consents obtained in connection with a tender offer or exchange offer) of each series affected by such supplemental indenture, by Act of such said Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee may enter into a supplemental 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 entered into pursuant to this Section 9.2 shall, without the consent of the Holder of each Outstanding Security (including consents obtained in connection with a tender offer or exchange offer) affected by such supplemental indenturethereby, (1) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, Security or reduce its the principal amount thereof or the rate of interest thereon or any premium payable upon its redemptionredemption thereof, or reduce the amount of the principal of an Original Issue Discount any Security or any other Security that which would be due and payable upon a declaration of acceleration of its the Maturity thereof pursuant to Section 5.2, or adversely affect any right of repayment at the option of the Holder of any Security5.02, or change any Place of Payment where 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 any such payment on or after its the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or modify the provisions of this Indenture with respect to the subordination of the Securities in a manner adverse to the Holders, 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 the certain provisions of or defaults under 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 5.13, 5.13 or Section 10.810.10, 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 Outstanding Security, 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 SectionSection and Section 10.10, or the deletion of this provisoprovision, in accordance with the requirements of Section 6.11(b) Sections 6.11 and 9.1(89.01(8). 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 of such supplemental indenturethereof.

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 such said Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee may enter into a supplemental 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 entered into pursuant to this Section 9.2 shall, without the consent of the Holder of each Outstanding Security affected by such supplemental indenturethereby, (1a) except to the extent permitted by Section 3.11 or as otherwise specified as contemplated by Section 2.1 or Section 3.1 with respect to the deferral of the payment of interest on the Securities of any series, change the Stated Maturity of the principal of, or any installment of principal of or interest (including any Additional Interest) on, any Security, or reduce its the principal amount thereof or the rate of interest thereon or reduce any premium payable upon its redemptionthe redemption thereof, or reduce the amount of the principal of an Original Issue a Discount Security or any other Security that would be due and payable upon a declaration of acceleration of its the Maturity thereof pursuant to Section 5.2, or adversely affect any right change the place of repayment at the option of the Holder of any Securitypayment where, or change any Place of Payment where 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 any such payment on or after its the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or modify the provisions of this Indenture with respect to the subordination of the Securities in a manner adverse to the Holders, 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 the certain provisions of or defaults under this Indenture or certain defaults hereunder and their consequences consequences) provided for in this Indenture, or (3c) modify any of the provisions of this Section, Section 5.13, 5.13 or Section 10.810.5, 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 Security affected Outstanding Security, provided, however, that thereby; or (d) modify the provisions in Article XIV of this clause shall not be deemed to require the consent of any Holder Indenture with respect to changes the subordination of Outstanding Securities of any series in a manner adverse to the references to “Holders thereof; provided, further, that, so long as any of the Trustee” corresponding series of Capital Securities issued by the ASBC Trust holding Securities of a series issued hereunder remains outstanding, (i) no such amendment shall be made that adversely affects the holders of such Capital Securities in any material respect, and concomitant changes in this Section, or the deletion no termination of this provisoIndenture 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 aggregate liquidation preference of such Capital Securities then outstanding unless and until the principal (and premium, if any) of the Securities of such series and all accrued and, subject to Section 3.7, unpaid interest (including any Additional Interest) thereon have been paid in accordance with full and (ii) no amendment shall be made to Section 5.8 of this Indenture that would impair the requirements rights of the holders of Capital Securities provided therein without the prior consent of the holders of each Capital Security then outstanding unless and until the principal (and premium, if any) of the Securities of such series and all accrued and (subject to Section 6.11(b3.7) and 9.1(8)unpaid interest (including any Additional Interest) thereon have been paid in full. A supplemental indenture which that changes or eliminates any covenant or other provision of this Indenture which that has expressly been included solely for the benefit of one or more particular series of Securities or Capital Securities, or which modifies the rights of the Holders of Securities or holders of Capital 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 or holders of Capital 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 of such supplemental indenturethereof.

Supplemental Indentures with Consent of Holders. With the consent of the Holders of not less than a majority in principal amount of the Securities at the time Outstanding Securities of each all series affected by such supplemental indentureindenture (voting as one class), by Act of such said Holders delivered to the Company Issuers and the Trustee, the CompanyIssuers, when authorized by a Board ResolutionResolutions, and the Trustee may enter into a supplemental 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 the Securities of such series so affected under this Indenture; provided, however, that no such supplemental indenture entered into pursuant to this Section 9.2 shall, without the consent of the Holder of each Outstanding Security affected by such supplemental indenturethereby, (1) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce its the principal amount thereof or the rate of interest or the time of payment of interest thereon or any premium payable upon its redemptionthe redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security or any other Security that would be due and payable upon a declaration of acceleration of its the Stated Maturity thereof pursuant to Section 5.2, or adversely affect any right of repayment at the option of the Holder of any Security5.02, or change any Place of Payment where 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 any such payment on or after its the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or modify the provisions of this Indenture with respect to the subordination of the Securities in a manner adverse to the Holders, 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 the certain provisions of or defaults under 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 5.13, 9.02 or Section 10.85.04, 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 Outstanding Securitythereby, 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 SectionSection 9.02, or the deletion of this proviso, in accordance with the requirements of Section 6.11(bSections 6.07 and 9.01(8), (4) and 9.1(8)change any obligation of the Issuers to maintain an office or agency, or (5) change any obligation of the Issuers to pay additional amounts, or (6) adversely affect the right of repayment or repurchase at the option of the Holder, or (7) reduce or postpone any sinking fund or similar provision. 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 the Securities, or which modifies the rights of the Holders of the 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 the Securities of any other series. 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 of such supplemental indenturethereof.

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 such said Holders delivered to the Company and the Trustee, the Company, when authorized by a Board ResolutionVote, and the Trustee may enter into a supplemental 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 entered into pursuant to this Section 9.2 shall, without the consent of the Holder of each Outstanding Security affected by such supplemental indenture,thereby: (1) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any such Security, or reduce its the principal amount thereof or the rate of interest thereon or any premium or Make-Whole Amount payable upon its redemptionthe redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security or any other Security that would be due and payable upon a declaration of acceleration of its the Maturity thereof pursuant to Section 5.2, or adversely affect any right of repayment at the option of the Holder of any Security5.02, or change any Place of Payment where where, or the coin or currency in which, any such 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 any such payment on or after its the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), ) or modify the provisions of this Indenture with respect to the subordination of the Securities in a manner adverse to the Holders, orHolders of the Securities; (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 the certain provisions of or defaults under 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 5.13, 5.13 or Section 10.810.09, 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 Outstanding Securitythereby, 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 SectionSection and Section 10.09, or the deletion of this proviso, in accordance with the requirements of Section Sections 6.11(b) and 9.1(89.01(8). 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. 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 hereto. If a record date is fixed for such purpose, the Holders on such record date or their duly designated proxies, and only such Persons, shall be entitled to consent to such supplemental indenture, 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 the date which is 90 days after such record date, any such consent previously given shall automatically and without further action by any Holder be cancelled and of no further effect. 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 of such supplemental indenturethereof.

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 indentureDebentures, by Act of such said Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee may enter into a supplemental 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 the Debentures under this Indenture; providedPROVIDED, howeverHOWEVER, that no such supplemental indenture entered into pursuant to this Section 9.2 shall, without the consent of the Holder of each Outstanding Security Debenture affected by such supplemental indenturethereby, (1a) except to the extent permitted by Section 3.11 with respect to the extension of the interest payment period of the Debentures, change the Stated Maturity of the principal of, or any installment of principal of or interest (including any Additional Interest) on, any Securitythe Debentures, or reduce its the principal amount thereof or the rate of interest thereon or reduce any premium payable upon its redemption, or reduce the amount of the principal of an Original Issue Discount Security or any other Security that would be due and payable upon a declaration of acceleration of its Maturity pursuant to Section 5.2, or adversely affect any right of repayment at the option of the Holder of any Securityredemption thereof, or change the place of payment where, or the coin or currency in which, any Place of Payment where any Security or any premium Debenture or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after its Stated the Maturity thereof (or, in the case of redemption, on or after the Redemption Datedate fixed for redemption thereof), ; (b) adversely affect any right to convert or exchange any Debenture or modify the provisions of this Indenture with respect to the subordination of the Securities Debentures in a manner adverse to the Holders, orsuch Holder; (2c) reduce the percentage in principal amount of the Outstanding Securities of any seriesDebentures, 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 the certain provisions of or defaults under this Indenture or certain defaults hereunder and their consequences consequences) provided for in this Indenture, or; (3d) modify any of the provisions of this Section, Section 5.134.1, Section 5.8, Section 5.13 or Section 10.810.6, 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 Debenture affected thereby, or the consent of the holders of all the Preferred Securities as the case may be; or (e) modify the provisions in Article 12 of this Indenture with respect to the subordination of Outstanding SecurityDebentures in a manner adverse to the Holders thereof; PROVIDED that, providedso long as any Preferred Securities remain outstanding (i) no such modification may be made that adversely affects the holders of such Preferred Securities in any material respect, howeverno termination of this Indenture shall occur, that and no waiver of any Debenture Event of Default or compliance with any covenant under this clause Indenture shall not be deemed to effective, without the prior consent of the holders of at least a majority of the aggregate liquidation amount of such Preferred Securities then outstanding unless and until the principal (and premium, if any) of the Debentures and all accrued and unpaid interest (including any Additional Interest) thereon have been paid in full and (ii) where a consent under this Indenture would require the consent of any each Holder with respect to changes in of Debentures, no such consent will be given by the references to “Property Trustee without the Trustee” and concomitant changes in this Section, or the deletion prior consent of this proviso, in accordance with the requirements of Section 6.11(b) and 9.1(8). 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 each holder 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 seriesPreferred Securities. 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 of such supplemental indenturethereof.

Supplemental Indentures with Consent of Holders. With the consent of the Holders of not less than a majority in aggregate principal amount of the all Outstanding Securities of each series affected by such supplemental indentureindenture (voting as one class), by Act of such Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee may enter into a supplemental 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 Indenture, or of modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, provided that no such supplemental indenture entered into pursuant to this Section 9.2 shallthe Company and the Trustee may not, without the consent of the Holder of each Outstanding Security affected by such supplemental indenturethereby, (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 its the principal amount thereof or premium, if any, on or the rate of interest or any premium payable upon its redemption, or reduce the amount of the principal of an Original Issue Discount Security or any other Security that would be due and payable upon a declaration of acceleration of its Maturity pursuant to Section 5.2, thereon or adversely affect any right of repayment at the option of the Holder of to convert or exchange any SecuritySecurity into any other security, or alter the method of computation of interest; (2) reduce the percentage in principal amount of Securities required for any such supplemental indenture or for any waiver provided for in this Indenture; (3) change any Place the Company’s obligation to maintain an office or agency for payment of Payment where any Security or any premium or interest is payable, or Securities and the other matters specified herein; (4) impair the right to institute suit for the enforcement of any such payment on or after its Stated Maturity (orof principal of, in the case of redemptionpremium, on or after the Redemption Date)if any, or interest on, any Security; (5) modify the provisions of this Indenture with respect to the subordination of the Securities any Security in a manner adverse to the Holders, Holder thereof; 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 the provisions of or defaults under this Indenture and their consequences provided for in this Indenture, or (36) modify any of the provisions of this Section, Indenture relating to the execution of supplemental indentures with the consent of Holders of Securities which are discussed in this Section 5.13, or Section 10.8modify any provisions relating to the waiver by Holders of Securities of past defaults and covenants, except to increase any such required 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 Outstanding Security, 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, or the deletion of this proviso, in accordance with the requirements of Section 6.11(b) and 9.1(8)thereby. 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 of such supplemental indenturethereof.

Supplemental Indentures with Consent of Holders. (a) With the consent (evidenced as provided in Article 6) of the Holders of not less than a majority in aggregate principal amount of the Securities at the time Outstanding Securities of each all series affected by such amendment or supplemental indenture, by Act of such Holders delivered to the Company and the Trusteeindenture (voting together as a single class), the CompanyIssuer, when authorized by a resolution of its Board Resolutionof Directors, and the Trustee may may, from time to time and at any time, enter into a supplemental 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 any supplemental indenture or of modifying in any manner the rights of the Holders of the Securities of each such series under this Indenture; provided, however, that no and such supplemental indenture entered into pursuant to this Section 9.2 shallHolders may waive future compliance by the Issuer with a provision of the Indenture or the Securities. (b) Notwithstanding the provisions of paragraph (a), without the consent of the each affected Holder of each Outstanding Security affected by such supplemental indenture,a particular series, an amendment, supplement or waiver may not (1i) reduce the aggregate principal amount of Securities of any series at maturity whose Holders must consent to an amendment; (ii) reduce the rate of or change or have the Stated Maturity effect of changing the principal oftime for payment of interest, or including defaulted interest, on Securities of any installment of series; (iii) reduce the principal of or interest on, any Security, change or reduce its principal amount or rate have the effect of interest or any premium payable upon its redemption, or reduce changing the amount fixed maturity of the principal of an Original Issue Discount Security or any other Security that would be due and payable upon a declaration of acceleration of its Maturity pursuant to Section 5.2, or adversely affect any right of repayment at the option of the Holder of any Security, or change any Place of Payment where any Security or any premium or interest is payable, or impair the right to institute suit for the enforcement of any such payment on or after its Stated Maturity (or, in the case of redemption, on or after the Redemption Date), or modify the provisions of this Indenture with respect to the subordination of the Securities in a manner adverse to the Holders, or (2) reduce the percentage in principal amount of the Outstanding Securities of any series, or change the consent date on which Securities of whose Holders is required for any such supplemental indenture, series may be subject to redemption or repurchase or reduce the consent of whose Holders is required for any waiver of compliance with the provisions of or defaults under this Indenture and their consequences provided for in this Indenture, orredemption price therefor; (3iv) modify make Securities of any series payable in money other than that stated in the Securities of the provisions applicable series or change the place of this Section, Section 5.13, or Section 10.8, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent payment of the Holder of each affected Outstanding Security, provided, however, that this clause shall not be deemed to require the consent Securities of any Holder with respect to changes series from that stated in the references to “the Trustee” and concomitant changes in this Section, or the deletion of this proviso, in accordance with the requirements of Section 6.11(b) and 9.1(8). 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 in the rights under this Indenture Indenture; (v) make any change in provisions of the Indenture protecting the right of each Holder to receive payment of principal of and interest on such Holder’s Security or Securities on or after the due date thereof or to bring suit to enforce such payment, or permitting Holders of a majority in aggregate principal amount of Securities of each series affected (voting together as a single class) to waive defaults or Events of Default; (vi) make any other serieschange in these amendment and waiver provisions; or (vii) make any change or modification to the ranking of the Securities of any series that would adversely affect the Holders. It shall not be necessary for any Act the consent of the Holders under this Section section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act consent shall approve the substance of such supplemental indenturethereof.

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 (acting as one class), by Act of such said Holders delivered to the Company and the Trustee, the Company, when authorized by or pursuant to a Board Resolution, and the Trustee may enter into a supplemental 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; provided, however, that no such supplemental indenture entered into pursuant to this Section 9.2 shall, without the consent of the Holder of each Outstanding outstanding Security affected by such supplemental indenturethereby, (1) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce its the principal amount thereof or the rate of interest thereon or any premium payable upon its redemptionthe redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security or any other Security that would be due and payable upon a declaration of acceleration of its the Maturity thereof pursuant to Section 5.2, or adversely affect any right of repayment at the option of the Holder of any Security602, or change any Place of Payment where where, or the currency, currencies or currency unit or units in which, any Security or any premium or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after its the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or modify affect adversely the provisions terms, if any, of this Indenture with respect to the subordination conversion of any Security into stock or other securities of the Securities in a manner adverse to the Holders, orCompany or of any other corporation, (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 the certain provisions of or defaults under this Indenture or certain defaults hereunder and their consequences consequences) provided for in this Indenture, (3) change any obligation of the Company, with respect to Outstanding Securities of a series, to maintain an office or agency in the places and for the purposes specified in Section 1102 for such series, or (34) modify any of the provisions of this Section, Section 5.13, 613 or Section 10.81106, 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 Outstanding Securities of such series (which provision may be made pursuant to Section 202 or Section 301, as the case may be, 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 Outstanding Security affected Outstanding Security, 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 SectionSection and Section 1106, or the deletion of this proviso, in accordance with the requirements of Section 6.11(b711(b) and 9.1(81001(7). For purposes of this Section 1002, if the Securities of any series are issuable upon the exercise of warrants, each holder of an unexercised and unexpired warrant with respect to such series shall be deemed to be a Holder of Outstanding Securities of such series in the amount issuable upon the exercise of such warrant. For such purposes, the ownership of any such warrant shall be determined by the Company in a manner consistent with customary commercial practices. The Trustee for such series shall be entitled to rely on an Officers’ Certificate as to the principal amount of Securities of such series in respect of which consents shall have been executed by holders of such warrants. 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 of such supplemental indenturethereof.

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 such Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, any Guarantor affected thereby and the Trustee (at the direction of the Company) may enter into a supplemental 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 entered into pursuant to this Section 9.2 shall, without . Without the consent of the Holder of each Outstanding Security directly and adversely affected thereby, a supplemental indenture under this Section 10.2 shall not (with respect to any Outstanding Security held by such supplemental indenture,a non-consenting Holder): (1) change the Stated Maturity of of, the Redemption Date of, the principal of, or any installment of principal of or interest on, any such Security, or reduce its the principal amount thereof or the rate of interest thereon or any premium payable upon its redemptionthe redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security or any other Security that would be due and payable upon a declaration of acceleration of its the Maturity thereof pursuant to Section 5.2, or adversely affect any right of repayment at the option of the Holder of any Security7.2, or change any Place of Payment where any the currency in which such Security or any premium or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after its the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or modify the provisions release any Guarantor from any of its obligations under a Guarantee except as permitted under this Indenture with respect to the subordination of the Securities in a manner adverse to the Holders, orIndenture, (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 the certain provisions of or defaults under 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 5.13, or Section 10.87.13, except to increase the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required under any such percentage Section 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 Outstanding Security, 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, or the deletion of this proviso, in accordance with the requirements of Section 6.11(bSections 8.11(b) and 9.1(810.1(8). . (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. Such record date shall be the later of (i) thirty days prior to the first solicitation of such supplemental indentureconsent or (ii) the date of the most recent list of Holders furnished to the Trustee pursuant to Section 9.1 prior to such solicitation.

Supplemental Indentures with Consent of Holders. With Subject to Sections 7.12 and 7.13 hereof, 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 indenturethereby, by Act of such said Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee may enter into a supplemental 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 the Securities of such series under this Indenture; provided, however, that no such supplemental indenture entered into pursuant to this Section 9.2 shall, without the consent of the Holder of each Outstanding Security affected by such supplemental indenturethereby, (1a) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce its the principal amount thereof or rate of the interest thereon, or any premium payable upon its redemptionon the redemption thereof, or change the Place of Payment, or the coin or currency in which any Security or the interest, if any, thereon is payable, or reduce the amount of the principal of an Original Issue Discount Security or any other Security that would be due and payable upon a declaration of an acceleration of its the Maturity pursuant to Section 5.2, thereof or adversely affect any the right of repayment repayment, if any, at the option of the Holder of Holder, or reduce the amount of, or postpone the date fixed for, any payment under the sinking fund for any Security, or change any Place of Payment where any Security or any premium or interest is payable, or impair the right to institute suit for the enforcement of any such payment on or after its the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or modify the provisions of this Indenture with respect to the subordination of the Securities in a manner adverse to the Holders, 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 the certain provisions of or defaults under this Indenture or certain defaults hereunder and their consequences provided for in this Indenture, or (3c) modify the provisions of this Indenture with respect to the subordination of the Securities of any series in a manner adverse to the Holders thereof, or (d) modify any of the provisions of this Section, Section 5.13, 11.02 or Section 10.87.13 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 Security affected Outstanding Security, 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, or the deletion of this proviso, in accordance with the requirements of Section 6.11(b) and 9.1(8)thereby. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has been expressly been included solely for the benefit of the Securities of one or more particular series of Securitiesseries, or which modifies the rights of the Holders of the Securities of one or more 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 the Securities of any other series. It shall not be necessary for any Act of Holders under this Section 11.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. An amendment under this Section 11.02 may not make any change that adversely affects the rights under Article Thirteen of any holder of Senior Indebtedness then outstanding unless the holders of such supplemental indentureSenior Indebtedness (or any group or Representative thereof authorized to give a consent) consent to such change.

Supplemental Indentures with Consent of Holders. With the written consent of the Holders 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 such Holders said holders delivered to the Company and the Trustee, the Company, relevant Obligors when authorized by a Board Resolution, and the Trustee may enter into a supplemental 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 holders under this Indenture of such series under this IndentureDebt Securities; provided, however, that no such supplemental indenture entered into pursuant to this Section 9.2 shall, without the consent of the Holder holder of each Outstanding Debt Security of each such series affected by such supplemental indenturethereby, (1a) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Debt Security, or reduce its the principal amount thereof or the rate (or extend the time for payment) of interest thereon or any premium payable upon its redemptionredemption thereof, or reduce the amount of the principal of an Original Issue a Discount Security or any other Security that would be due and payable upon a declaration of acceleration of its the Maturity thereof pursuant to Section 5.2, or adversely affect any right of repayment at the option of the Holder of any Security, or change any Place of Payment where any Security or any premium or interest is payable, or impair the right to institute suit for the enforcement of any such payment on or after its the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or modify the alter any redemption provisions of this Indenture with respect to the subordination of the Securities in a manner adverse to the Holders, holders of such series of Debt Securities or adversely affect the right to convert any Debt Security into shares of Common Stock or other securities or property of the Company as may be provided pursuant to Section 3.1; or (2b) reduce the percentage in principal amount of the Outstanding Debt Securities of any series, the consent of whose Holders holders is required for any such supplemental indenture, or the consent of whose Holders holders is required for any waiver of compliance with the certain provisions of or defaults under this Indenture or certain defaults hereunder and their consequences provided for in this Indenture, ; or (3c) modify any of the provisions of this Section, Section 5.13, or Section 10.812.6, 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 holder of each Outstanding Debt Security of each series affected Outstanding Security, thereby; provided, however, that this clause shall not be deemed to require the consent of any Holder holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section, or the deletion of this proviso, in accordance with the requirements of Sections 6.11 and 11.1(9). It shall not be necessary for any Act of holders under this Section 6.11(b) and 9.1(8)to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance 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 with respect to one or more particular series of Debt Securities, or which modifies the rights of the Holders holders of Debt 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 holders of Debt Securities of any other series. It shall not be necessary for The terms of any Act of Holders under document entered into pursuant to this Section shall be subject to approve the particular form prior approval, if required, of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance of such supplemental indentureapplicable Gaming Authority.

Supplemental Indentures with Consent of Holders. With the written consent of the Holders holders of not less than at least a majority in principal amount of the Outstanding Securities of each series affected by such supplemental indentureNotes, by Act of such Holders said holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee may enter into a supplemental an indenture or indentures supplemental hereto, or amendments to the Guarantees or the Collateral Documents for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture Indenture, the Guarantees or the Collateral Documents or of modifying in any manner the rights of the Holders holders of Securities of such series the Notes under this Indenture, the Guarantees or the Collateral Documents; provided, however, that no such supplemental indenture entered into pursuant to this Section 9.2 shall, without the consent of the Holder holder of each Outstanding Security Note affected by such supplemental indenturethereby, (1a) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any SecurityNote, or reduce its the principal amount thereof or the rate (or extend the time for payment) of interest thereon or any premium payable upon its redemptionredemption thereof, or reduce change the amount of currency in which the principal of an Original Issue Discount Security or any other Security that would be due (and payable upon a declaration of acceleration of its Maturity pursuant to Section 5.2premium, or adversely affect any right of repayment at the option of the Holder of any Security, or change any Place of Payment where any Security or any premium if any) or interest on such Note is denominated or payable, or impair the right to institute suit for the enforcement of any such payment on or after its the Stated Maturity thereof (orincluding, in the case of redemption, on or after the Redemption Date), or modify the alter any redemption provisions of this Indenture with respect to the subordination of the Securities in a manner adverse to the Holdersholders of Notes or release any Subsidiary Guarantor under any Guarantee or any collateral securing the Notes (except in accordance with the terms of the Indenture, the Guarantees or the Collateral Documents); or (2b) reduce the percentage in principal amount of the Outstanding Securities of any seriesNotes, the consent of whose Holders holders is required for any such supplemental indenture, or the consent of whose Holders holders is required for any waiver of compliance with the certain provisions of or defaults under this Indenture or certain defaults hereunder and their consequences provided for in this Indenture, ; or (3c) modify any of the provisions of this Section, Section 5.13, or Section 10.812.6, 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 holder of each Outstanding Note affected Outstanding Security, thereby; provided, however, that this clause shall not be deemed to require the consent of any Holder holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section, or the deletion of this proviso, in accordance with the requirements of Section 6.11(bSections 6.11 and 11.1(h); or (d) and 9.1(8). A supplemental indenture which changes or eliminates modify any covenant or other provision of the provisions of this Indenture which has by their terms expressly been included solely for require the benefit consent of one or more particular series each affected holder of Securities, or which modifies the rights of the Holders of Securities of such series with respect Notes 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 seriesmodify. It shall not be necessary for any Act of Holders 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. The terms of any document entered into pursuant to this Section shall be subject to prior approval, if required, of any applicable Gaming Authority. To the extent required by applicable Gaming Laws, Notes held by a Disqualified Holder shall, so long as held by such supplemental indenturea Person, be disregarded for purposes of providing consents and determining the sufficiency of consents under this Section 11.2.

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 indenture, voting together as a single class, by Act of such said Holders delivered to the Company Corporation, the Guarantor and the TrusteeTrustees, the CompanyCorporation and the Guarantor, when authorized by a Board Resolution, and the Trustee Trustees may enter into a supplemental 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 entered into pursuant to this Section 9.2 shall, without the consent of the Holder of each Outstanding Security affected by such supplemental indenture,thereby: (1) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or ; or (2) reduce its the principal amount or on any of the Securities of such series; or (3) reduce the rate of interest or on any of the Securities of such series; or (4) reduce any premium payable upon its redemption, the redemption of any of the Securities of such series; or (5) change any obligation of the Corporation or the Guarantor to pay Additional Amounts contemplated by Section 10.2; or (6) reduce the amount of the principal of an Original Issue Discount Security or any other Security that which would be due and payable upon a declaration of acceleration of its the Maturity thereof pursuant to Section 5.2; or (7) change the Currency in which the principal, or adversely affect and any right of repayment at the option of the Holder of any Securitypremium, or change any Place of Payment where any Security or any premium Additional Amounts or interest thereon is payable, or ; or (8) impair the right to institute suit for the enforcement of any such payment on or after its the Stated Maturity (thereof, or, in the case of redemption, on or after the Redemption Date), or modify the provisions of this Indenture with respect to the subordination of the Securities in a manner adverse to the Holders, ; or (29) 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 the certain provisions of or defaults under this Indenture or certain defaults hereunder and their consequences provided for in this Indenture, ; or (310) modify any of the provisions of this SectionSection 9.2, Section 5.13, 5.13 or Section 10.810.5, 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 Outstanding Security, 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 TrusteeTrustees” and concomitant changes in this SectionSection 9.2 and Section 10.5, or the deletion of this proviso, in accordance with the requirements of Section 6.11(b) Sections 6.10 and 9.1(89.1(9)). 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 9.2 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance of such supplemental indenturethereof.

Supplemental Indentures with Consent of Holders. With the consent of the Holders of not less than a majority in aggregate principal amount of the all Outstanding Securities of each series affected by such supplemental indenture, by Act of such said Holders delivered to the Company and the Trustee, the Company, when authorized by or pursuant to a Board Resolution, and the Trustee may enter into a supplemental 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 that affects such series of Securities or of modifying in any manner the rights of the Holders of Securities of such series of Securities under this Indenture; provided, however, that no such supplemental indenture entered into pursuant to this Section 9.2 shall, without the consent of the Holder of each Outstanding Security affected by such supplemental indenture,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 the terms of any sinking fund with respect to any Security; or reduce its the principal amount thereof or the rate of interest (or change the manner of calculating the rate of interest, thereon, or any premium payable upon its redemptionthe 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 that would be due and payable upon a declaration of acceleration of its the Maturity thereof pursuant to Section 5.2502, or upon the redemption thereof 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 where, or the Currency in which, any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after its 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 the Repayment Date, as the case may be), or adversely affect any right to convert or exchange any Security as may be provided pursuant to Section 301 herein, or modify the subordination provisions of this Indenture with respect to the subordination of the Securities set forth in Article Sixteen in a manner that is adverse to the Holders, Holder of any Outstanding Security; 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 the certain provisions of or defaults under this Indenture or certain defaults hereunder and their consequences 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 5.13, 513 or Section 10.81006, 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 Outstanding Security, thereby; provided, however, that this clause shall not be deemed to require the consent of any Holder of a Security with respect to changes in the references to “the Trustee” and concomitant changes in this Section, or the deletion of this proviso, in accordance with the requirements of Section 6.11(bSections 611(b) and 9.1(8901(8). 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. A supplemental indenture which that 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 that modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. It 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 of indenture supplemental hereto. If a record date is fixed, the Holders under this Section 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 have become effective by virtue of the requisite percentage having been obtained prior to the date that is eleven months after such record date, any such consent previously given shall automatically and without further action by any Holder be sufficient if such Act shall approve the substance cancelled and of such supplemental indentureno further effect.

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 all series at the time Outstanding affected by such supplemental indentureindenture (voting as one class), by Act of such said Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee may enter into a supplemental 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 entered into pursuant to this Section 9.2 shall, without the consent of the Holder of each Outstanding Security affected by such supplemental indenturethereby, (1) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any such affected Security, or reduce its the principal amount thereof or the rate of interest thereon or any premium payable upon its redemptionthe redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security or any other Security that would be due and payable upon a declaration of acceleration of its the Maturity thereof pursuant to Section 5.2, or adversely affect any right of repayment at the option of the Holder of any Security502, or change any Place of Payment where 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 any such payment on or after its the Stated Maturity thereof (or, in the case of redemptionredemption or repayment, on or after the Redemption DateDate or any repayment date), or modify the provisions of this Indenture with respect to the subordination of the Securities in a manner adverse to the Holders, or (2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any modifications or amendments to the Indenture with respect to such series or to the terms and conditions of such series or to approve a supplemental indentureindenture with respect to such series, or the consent of whose Holders is required for any waiver with respect to such series of compliance with the certain provisions of or defaults under 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 5.13, 513 or Section 10.81005, 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 Outstanding Security, provided, 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 SectionSection 902 and Section 1005, or the deletion of this proviso, in accordance with the requirements of Section 6.11(bSections 61l(b) and 9.1(8901(8). 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 of such supplemental indenturethereof.

Supplemental Indentures with Consent of Holders. With the consent of the Holders of not less than a majority in aggregate principal amount of the all Outstanding Securities of each series affected by such supplemental indentureindenture (voting as one class), by Act of such Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee may enter into a supplemental 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 Indenture, or of modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, provided that no such supplemental indenture entered into pursuant to this Section 9.2 shallthe Company and the Trustee may not, without the consent of the Holder of each Outstanding Security affected by such supplemental indenturethereby, (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 its the principal amount thereof or premium, if any, on or the rate of interest thereon or any premium payable upon its redemption, or alter the method of computation of interest; (2) reduce the percentage in principal amount of Securities required for any such supplemental indenture or for any waiver provided for in this Indenture; (3) change the principal Company's obligation to maintain an office or agency for payment of an Original Issue Discount Security or any Securities and the other Security that would be due and payable upon a declaration of acceleration of its Maturity pursuant to Section 5.2, or adversely affect any right of repayment at the option of the Holder of any Security, or change any Place of Payment where any Security or any premium or interest is payable, or matters specified herein; (4) impair the right to institute suit for the enforcement of any such payment on or after its Stated Maturity (orof principal of, in the case of redemptionpremium, on or after the Redemption Date)if any, or modify the provisions of this Indenture with respect to the subordination of the Securities in a manner adverse to the Holdersinterest on, any Security; 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 the provisions of or defaults under this Indenture and their consequences provided for in this Indenture, or (35) modify any of the provisions of this Section, Indenture relating to the execution of supplemental indentures with the consent of Holders of Securities which are discussed in this Section 5.13, or Section 10.8modify any provisions relating to the waiver by Holders of Securities of past defaults and covenants, except to increase any such required 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 Outstanding Security, 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, or the deletion of this proviso, in accordance with the requirements of Section 6.11(b) and 9.1(8)thereby. 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 of such supplemental indenturethereof.

Supplemental Indentures with Consent of Holders. (a) With the consent (evidenced as provided in Article 6) of the Holders of not less than a majority in aggregate principal amount of the Securities at the time Outstanding Securities of each all series affected by such amendment or supplemental indenture, by Act of such Holders delivered to the Company and the Trusteeindenture (voting together as a single class), the CompanyIssuer, when authorized by a Resolution of its Board Resolutionof Directors, and the Trustee may may, from time to time and at any time, enter into a supplemental 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 any supplemental indenture or of modifying in any manner the rights of the Holders of the Securities of each such series under this Indenture; provided, however, that no and such supplemental indenture entered into pursuant to this Section 9.2 shallHolders may waive future compliance by the Issuer with a provision of the Indenture or the Securities. (b) Notwithstanding the provisions of paragraph (a), without the consent of the each affected Holder of each Outstanding Security affected by such supplemental indenture,a particular series, an amendment, supplement or waiver may not (1i) reduce the principal amount, or extend the fixed maturity, of the Securities, alter or waive the redemption provisions of the Securities; (ii) impair the right of any Holder of the Securities to receive payment of principal or interest on the Securities on and after the due dates for such principal or interest; (iii) change the Stated Maturity of the principal ofcurrency in which principal, or any installment of principal of or interest on, any Security, or reduce its principal amount or rate of interest or any premium payable upon its redemption, or reduce the amount of the principal of an Original Issue Discount Security or any other Security that would be due and payable upon a declaration of acceleration of its Maturity pursuant to Section 5.2, or adversely affect any right of repayment at the option of the Holder of any Security, or change any Place of Payment where any Security or any premium or interest is payablepaid; (iv) reduce the percentage in principal amount Outstanding of Securities of any series which must consent to an amendment, supplement or waiver or consent to take any action; (v) impair the right to institute suit for the enforcement of any such payment on or after its Stated Maturity the Securities; (or, in the case of redemption, on or after the Redemption Date), or modify the provisions of this Indenture vi) waive a payment default with respect to the subordination Securities or any guarantor; (vii) reduce the interest rate or extend the time for payment of interest on the Securities; or (viii) adversely affect the ranking of the Securities in a manner adverse to the Holders, 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 the provisions of or defaults under this Indenture and their consequences provided for in this Indenture, or (3) modify any of the provisions of this Section, Section 5.13, or Section 10.8, 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 affected Outstanding Security, 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, or the deletion of this proviso, in accordance with the requirements of Section 6.11(b) and 9.1(8). 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 section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act consent shall approve the substance of such supplemental indenturethereof.

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 such said Holders delivered to the Company and the Trustee, the CompanyCompany and the any Subsidiary Guarantor, if applicable, when authorized by a Board Resolution, and the Trustee may enter into a supplemental 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 entered into pursuant to this Section 9.2 shall, without the consent of the Holder of each Outstanding Security affected by such supplemental indenturethereby, (1) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce its principal amount or rate of interest or any premium payable upon its redemption, or reduce the amount of the principal of an Original Issue Discount Security or any other Security that would be due and payable upon a declaration of acceleration of its Maturity pursuant to Section 5.2, or adversely affect any right of repayment at the option of the Holder of any Security, or change any Place of Payment where any Security or any premium or interest is payable, or impair the right to institute suit for the enforcement of any such payment on or after its Stated Maturity (or, in the case of redemption, on or after the Redemption Date), or modify the provisions of this Indenture with respect to the subordination of the Securities in a manner adverse to the Holders, or (2i) reduce the percentage in 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 under this Indenture (including any waiver of compliance past defaults pursuant to Section 12.13); (ii) reduce the rate or extend the time of payment of any Interest on any Security; (iii) reduce the principal amount of, or extend the Stated Maturity of, any Security; (iv) make any change that impairs or adversely affects the conversion rights or Conversion Rate of any Securities; (v) reduce the Redemption Price, Fundamental Change Repurchase Price or Repurchase Price of any Security or amend or modify in any manner adverse to the Holders of the Securities, the Company’s obligation to make such payments, whether through an amendment or waiver of provisions in the covenants, definitions or otherwise; (vi) make any Security payable in money other than that stated in the Security or other than in accordance with the provisions of or defaults under this Indenture and their consequences provided for Indenture; (vii) other than in accordance with the provisions of this Indenture, eliminate any existing Subsidiary Guarantee; (viii) change the ranking of the Securities; (ix) 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 any payment on or with respect to such Holder’s Securities; (x) modify the provisions of Article 5 relating to the subordination of the Securities in a manner adverse to the Holders of Securities; or (3xi) modify any of the provisions of this Section, Section 5.13, 17.02 or Section 10.812.13, 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 Outstanding Security, 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, or the deletion of this proviso, in accordance with the requirements of Section 6.11(b) and 9.1(8). 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 seriesthereby. It shall not be necessary for any Act of Holders under this Section 17.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance of such supplemental indenturethereof.

Supplemental Indentures with Consent of Holders. With the consent of the Holders of not less than a majority in aggregate principal amount of the all Outstanding Securities of each series affected by such supplemental indenture, by Act of such said Holders delivered to the Company and the Trustee, the Company, when authorized by or pursuant to a Board Resolution, and the Trustee may enter into a supplemental 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 of Securities under this Indenture; provided, however, that no such supplemental indenture entered into pursuant to this Section 9.2 shall, without the consent of the Holder of each Outstanding Security affected by such supplemental indenture,thereby: (1) change the Stated Maturity of the principal ofof (or premium, if any) or any installment of principal of or interest on, any Security, subject to the provisions of Section 3.08; or the terms of any sinking fund with respect to any Security; or reduce its the principal amount thereof or the rate of interest (or change the manner of calculating the rate of interest, thereon, or any premium payable upon its redemptionthe redemption thereof, or change any obligation of the Company to pay Additional Amounts pursuant to Section 10.04 (except as contemplated by Section 8.01(1) and permitted by Section 9.01(1)), or reduce the amount portion of the principal of an Original Issue Discount Security or any other Indexed Security that would be due and payable upon a declaration of acceleration of its the Maturity thereof pursuant to Section 5.25.02, or upon the redemption thereof 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 where, or the Currency in which, any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after its 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 the Repayment Date, as the case may be), or modify the provisions of this Indenture with respect adversely affect any right to the subordination of the Securities in a manner adverse convert or exchange any Security as may be provided pursuant to the HoldersSection 3.01 herein, 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 the certain provisions of or defaults under this Indenture or certain defaults hereunder and their consequences consequences) provided for in this Indenture, or reduce the requirements of Section 15.04 for quorum or voting, or (3) modify any of the provisions of this Section, Section 5.13, 5.13 or Section 10.810.07, 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 Outstanding Security, thereby; provided, however, that this clause shall not be deemed to require the consent of any Holder of a Security with respect to changes in the references to “the Trustee” and concomitant changes in this Section, or the deletion of this proviso, in accordance with the requirements of Section 6.11(bSections 6.10(b) and 9.1(89.01(8). 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. 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 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 of indenture supplemental hereto. If a record date is fixed, the Holders under this Section 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 have become effective by virtue of the requisite percentage having been obtained prior to the date which is 90 days after such record date, any such consent previously given shall automatically and without further action by any Holder be sufficient if such Act shall approve the substance cancelled and of such supplemental indentureno 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 such Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee may enter into a supplemental indenture or indentures 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 entered into pursuant to this Section 9.2 shall, without the consent of the Holder of each Outstanding Security affected by such supplemental indenture, (1) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce its principal amount or rate of interest or any premium payable upon its redemption, or reduce the amount of the principal of an Original Issue Discount Security or any other Security that would be due and payable upon a declaration of acceleration of its Maturity pursuant to Section 5.2, or adversely affect any right of repayment at the option of the Holder of any Security, or change any Place of Payment where any Security or any premium or interest is payable, or impair the right to institute suit for the enforcement of any such payment on or after its Stated Maturity (or, in the case of redemption, on or after the Redemption Date), or modify the provisions of this Indenture with respect to the subordination of the Securities in a manner adverse to the Holders, 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 the provisions of or defaults under this Indenture and their consequences provided for in this Indenture, or (3) modify any of the provisions of this Section, Section 5.13, or Section 10.810.6, 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 affected Outstanding Security, 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, or the deletion of this proviso, in accordance with the requirements of Section 6.11(b) and 9.1(8). 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 of such supplemental indenture.

Supplemental Indentures with Consent of Holders. (a) With the consent of the Holders of not less than a majority in principal amount aggregate Principal Amount of the Outstanding Securities of each series affected by such supplemental indentureSecurities, by Act of such said Holders delivered to the Company Company, the Trustee and the Co-Trustee, the Company, when authorized by a Board Resolution, and the Trustee and Co-Trustee may enter into a supplemental 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 entered into pursuant to this Section 9.2 shall, without the consent of the Holder of each Outstanding Security affected by such supplemental indenture,thereby: (1i) change extend the Stated Maturity of any Security; or (ii) reduce the principal Principal Amount of, or any installment reduce the interest rate on, or extend the stated time for payment of principal of or interest on, any Security, or reduce its principal amount or rate of interest or any premium payable upon its redemptionexcluding in each case Additional Interest Amounts and Additional Amounts if any, or or (iii) reduce the amount of the principal of an Original Issue Discount Security Redemption Price or any other Security that would be due and payable upon a declaration of acceleration of its Maturity pursuant to Section 5.2, or adversely affect any right of repayment at the option of the Holder Fundamental Change Purchase Price of any Security; or (iv) after the occurrence of a Fundamental Change, or make any change that adversely affects the right of Holders of the Securities to require the Company to purchase such Securities in accordance with the terms thereof and this Indenture; or (v) make any Place change that impairs the right of Payment where Holders of Securities to convert any Security; or (vi) change the currency of any payment amount of any Security from U.S. Dollars or Common Shares as provided herein; or (vii) make any premium or interest is payable, or impair change that impairs the right of Holders to institute suit for the enforcement of any such payment on or after its Stated Maturity (or, in the case of redemption, on or after the Redemption Date), or modify the provisions of this Indenture with respect to the subordination of the Securities in a manner adverse to the Holders, Securities; or (2viii) reduce the percentage in principal amount 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 the certain provisions of or defaults under this Indenture or certain defaults hereunder and their consequences consequences) provided for in this Indenture, ; or (3ix) modify the obligation of the Company to maintain an agency in The City of New York as required under this Indenture; or (x) change the ranking of the Securities in any manner that adversely affects the rights of Holders under this Indenture; or (xi) modify any of the provisions of this Section, Section 9.02 or Section 5.13, or Section 10.8, except to increase the percentage in aggregate Principal Amount of the Outstanding Securities, the consent of whose Holders is required for any such percentage 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 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. (b) The Holders of not less than a majority in aggregate Principal Amount of the Outstanding SecuritySecurities may, 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, or the deletion of this proviso, in accordance with the requirements of Section 6.11(b) and 9.1(8). 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 on behalf of the Holders of Securities all of such series the Securities, waive any past default and its consequences under this Indenture, except a default (i) in the payment of the Principal Amount of or any interest, including Additional Interest Amounts and Additional Amounts, if any, on or with respect to such the Securities or (ii) in respect of a covenant or other provision, shall provision that cannot be deemed not to affect modified without the rights under this Indenture consent of the Holders Holder of Securities of any other serieseach Security affected thereby as set forth in Section 9.02(a). 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 of such supplemental indenturethereof.

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 (voting as one class) by such supplemental indenture, by Act of such said Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee may enter into a supplemental 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 entered into pursuant to this Section 9.2 shall, without the consent of the Holder of each Outstanding Security affected by such supplemental indenture,thereby: (1a) change extend the Stated Maturity of the principal of, or of any installment of principal of or interest on, any Outstanding Security, or reduce its the principal amount thereof or reduce the rate or extend the time of payment of interest thereon, or reduce any premium amount payable upon its redemptionon redemption thereof or change currency in which the principal thereof (including any amount in respect of Original Issue Discount Security), premium, if any, or interest thereon is payable or reduce the amount of the principal of an any Original Issue Discount Security or any other Security that would be due and is payable upon a declaration of acceleration of its Maturity pursuant to Section 5.2, or adversely affect any right of repayment at the option of the Holder of any Security, or change any Place of Payment where any Security or any premium or interest is payable, provable in bankruptcy or impair the right to institute suit for the enforcement of any such payment on or after its the Stated Maturity (or, in the case of redemption, on or after the Redemption Date), or modify the provisions of this Indenture with respect to the subordination of the Securities in a manner adverse to the Holders, orthereof; (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 the certain provisions of or defaults under this Indenture or certain defaults hereunder and their consequences consequences) provided for in this Indenture, ; or (3c) modify any of the provisions of this Section, Section 5.13, 5.13 or Section 10.810.06, 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 Security affected Outstanding Security, 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, or the deletion of this proviso, in accordance with the requirements of Section 6.11(b) and 9.1(8)thereby. 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. This Indenture may not be amended to alter the subordination provisions contained in Article XIII hereof without the consent of each holder of Senior Indebtedness outstanding that would be adversely affected by such supplemental indentureamendment or alteration.